MAHINDRA & MAHINDRA LIMITED 32 The Company has in place a robust process for approval of Material Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company's Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Circular(s). Further, the Audit Committee at its meeting held on 4th May 2026 has reviewed the certificate from the Group CEO & Managing Director and Group Chief Financial Officer of the Company confirming that the proposed Related Party Transactions are in the best interest of the Company and are entered in the ordinary course of business and on an arm’s length basis. The Related Party Transactions placed for Members’ approval shall also be reviewed/ monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the SEBI LODR Regulations and section 177 of the Companies Act, 2013 and shall remain within the proposed amount(s) being placed before the Members. Any subsequent material modifications in the proposed transactions, as defined by the Audit Committee as a part of the Company’s Policy on Materiality of and Dealing with Related Party Transactions, shall be placed before the Members for approval, in terms of Regulation 23(4) of the SEBI LODR Regulations. As per the SEBI LODR Regulations effective from 1st January 2022, all the Related Party Transactions shall be approved only by those members of the audit committee, who are independent directors. Accordingly, the Material Related Party Transactions placed for Members approval have been approved only by those Members of the Audit Commitee who are Independent Directors. The Company will seek separate approval on an Annual Basis from the shareholders, in future, in case any omnibus approvals are needed for Material Related Party Transactions. None of the promoter/ promoter group entities are interested, directly or indirectly, in any of the proposed transactions. The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and are in the best interest of the Company and its Members. The Members may please note that in terms of provisions of the SEBI LODR Regulations, none of the related party(ies) (whether such related party(ies) are a party to the proposed transactions or not), shall vote to approve the Ordinary Resolutions at Item Nos. 8 and 9 of the Notice. Details of Directors or Key Managerial Personnel of the Company holding Directorships in the concerned Related Party(ies) are given below: Sr. No. Company Directors or Key Managerial Personnel of the Company holding Directorships in the concerned Related Party(ies) Item No. 8 1 Mahindra Electric Automobile Limited Dr. Anish Shah - Non-Executive Director Mr. Rajesh Jejurikar – Non-Executive Director Ms. Shikha Sharma – Independent Director Item No. 9 1 Mahindra USA Inc. None 2 Mahindra Finance USA LLC None None of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 8 and 9 of the Notice. The Board of Directors of the Company recommends the Material Related Party Transactions of the Company as set out in the Item Nos. 8 and 9 of the Notice for approval of the Members by way of Ordinary Resolutions. By Order of the Board of Directors For Mahindra & Mahindra Limited Sailesh Kumar Daga Company Secretary FCS 4164 Registered Office: Gateway Building, Apollo Bunder, Mumbai – 400 001 CIN : L65990MH1945PLC004558 E-mail : [email protected] Website : https://www.mahindra.com Tel. : +91 22 6919 1400 Mumbai, 5th May 2026
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