CO2

Project "Mahindra Hariyali" by planting 3,97,900+ saplings throughout the country.

Also keeping in mind the energy security, your Company has installed energy efficienttechnology like 5-star inverter AC’s, LED, and BLDC fans to reduce our energy consumption as well as reducing carbon footprint. Given the nature of the business, your Company made a significant step towards adopting digital platforms which not only brings in increased efficiency in our operation but also ensures significant reduction in consumption of paper.

As a service sector, the major waste contributor is paper and E waste. Promoting a circular economy strategy for its disposal, your Company launched a zero waste to landfill project thereby ensuring to send paper waste to paper mills for recycling purpose only through authorized vendors and in exchange receiving wheat straw-based copier paper for further consumption. This initiative ensures reduction in our dependability of virgin resources and promotion of circular economy and sustainable consumption in business.

In addition to this, your Company also initiated responsible E waste management by authorized dealers to recycle the E waste. Your Company’s inclusive sustainable business model is future ready and well equipped to enable its stakeholder’s progress. Some of the Company’s ESG initiatives incorporated that fall under the Social (S) category, specifically focusing on the S1: Labour Practices & Decent Work subcategory:

• Employee Health and Safety: Your Company prioritizes employee wellbeing by implementing safety procedures and advisories, conducting training programs like Mock Fire Drills, Defensive Driving and

First Aid, Establishing an Emergency Response Team.

• Diversity and Inclusion: The Women Safety Ambassador program promotes safety awareness specifically for female employees, fostering a more inclusive safety culture. These initiatives demonstrate your Company’s commitment in creating a safe and healthy work environment for its employees, aligning with the social aspects of ESG reporting.

• Employee Development: Your Company offers the "Nurturing Leaders" program to enhance leadership capabilities and build a strong talent pipeline. This program contributes to a skilled and engaged workforce (S1 (GRI CATEGORY 400): Labour Practices & Decent Work).

Your Company understands that it is essential to safeguard its employees from illness, injuries, emergencies, health and safety hazards as well as any other wellbeing issues. Initiatives like Spectrum 2023, podcast series,

Live Webcasts etc., are implemented at the executive and strategic levels to highlight our top leadership team’s involvement in promoting diversity, inclusion, and unbiased practices. Our brand pillar "Rise for a More Equal World," which focuses on fostering a sense of inclusion and belonging in the Mahindra Financial Services sector, sought to deepen understanding of inclusion, break down unconscious bias, and dismantle stereotypes, resulting in a culture in which everyone feels valued, respected, and empowered to deliver business results. Various trainings were provided to employees such as

1. Unconscious Bias Training : Workshops for senior leadership and mid-level management to identify and address unconscious biases in decision-making.

2. Spectrum-Inclusion Week : A week-long celebration of inclusion with learning activities, employee contests, and social media engagement.

3. Perspective Building Sessions : Senior leaders share their personal journeys and approaches to

D&I, emphasizing its importance to name a few.

Women play an important role in our success story and are encouraged to take on leadership positions. Recognizing the particular obstacles and untapped potential of women in leadership roles, your Company has created "She is on the Rise," a uniquely customized program meant to empower our female managers and push their success. For the wellbeing of employee’s, platforms such as the Alyve application, and the Employee Engagement Platform have been launched. The Alyve application has facilitated health as well as Eye Check-ups for 3000+ employees PAN India along with hosting mental wellness workshops. Through the employee engagement platform, peer to peer appreciation and interaction were fostered through hobby club activities like book reading, photography etc.

Stakeholder engagement: Including employees and management in the training process fosters a sense of ownership and improves effectiveness. Your Company engages with its key stakeholders at regular intervals through implementation partners’ meet, vendor meets, vehicle dealers meet, customer meets etc.

Your Company lays strong emphasis on customer centricity with a customer base spread across different villages India, with majority of them belonging to the ‘Earn and Pay’ segment.

Equal Opportunity & Diversity: The Company’s equal opportunity for persons with disabilities demonstrates a focus on fair treatment in the workplace (S1.1

Discrimination).

• Mahindra World of Women (MWOW): Events and workshops for women employees to network, share experiences, and develop leadership skills are conducted.

• She is on the Rise: A program designed to empower women managers and address the challenges they face in leadership roles.

• Policies for Women Employees: These address work-life balance challenges, including menstrual wellness leave, childcare support, maternity transition support and IVF reimbursement.

• Prarambh Program: To empower women in Financial Services, your Company’s Prarambh program is a strategic partnership with Manipal

Academy of BFSI to address the gender gap in the financial services sector. This initiative provides a specialized training program exclusively for women candidates, equipping them with the skills necessary for successful careers at your Company. The Program empowers women and creates a more diverse talent pool, bringing valuable perspectives and skillsets like empathy and communication to the financial sector.

Anti-Corruption Policy: The existence of an anti-bribery and anti-corruption policy demonstrates a commitment to ethical business practices (G4.5 Corruption).

Through the inclusive business model, your Company endeavours to cater to the bottom of the pyramid in the rural and semi-urban areas, enabling them to earn their livelihood through varied financial products and services. Through a wide network of branches, we are promoting local employment and building strong lasting relationships with our stakeholders.

Your Company has always been conscious of its role as a responsible corporate citizen and is building an inclusive organisation by empowering all the stakeholders and facilitating their contribution towards growth that is both holistic and long term. Through its wide network of branches with locally recruited employees, strong and lasting relationships with its stakeholders, large customer base, vast experience and market knowledge, your Company is providing financial resources to underserviced regions of the country.

Your Company is pleased to present its holistic performance for FY2024, in the Integrated Report of the Company. This report includes details such as the organisation’s strategy, governance framework, performance and prospects of value creation based on the six capitals-Financial, Manufactured, Intellectual, Human, Social & Relationship and Natural capital.

With a vision to transform rural and semi-urban India into a self-reliant, flourishing landscape, your Company started its journey in 1991 and has grown into a leading NBFC with an employee base of around 26,662 employees all over India. By working with around 28 implementing partners in the areas of Education & Livelihood, Healthcare and

Environment, your Company strives to become an asset in the communities where it operates. Your Company’s Corporate Social Responsibility (CSR) initiatives are aligned with the Company’s purpose to drive positive change in the lives of our communities and aligned with national priorities.

1. CSR Committee

Your Company has duly constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013 to assist the Board and the Company in fulfilling the corporate social responsibility objectives of the Company. The Committee presently comprises of the following Directors:

*Mr. Ramesh Iyer ceased to be member of the Committee upon superannuation with effect from 29 ^th April 2024. Mr. Raul Rebello was inducted as the member of the Committee with effect from 30 ^th April 2024.

During the year under review, 3 (three) CSR

Committee Meetings were held, details of which are provided in the Corporate Governance Report.

The CSR Committee inter-alia, reviews and monitors the CSR as well as BRSR activities. The terms of reference of the CSR Committee were enhanced to inter-alia include formulation of BRSR Policies as against Business Responsibility Policies, undertake periodic assessment of BRSR activities. objective of the first project for MSME was

With a vision to transform rural and semi-urban India into a self-reliant, flourishing landscape, your Company started its journey in 1991 and has grown into a leading NBFC with an employee base of around 26,662 employees all over India.

2. CSR Policy

The CSR Policy approved by the Board encompasses the approach and guidance given by the Board taking into account the recommendations of the CSR

Committee, including principles for management of the CSR Project(s)/Program(s) and formulation of the Annual Action Plan.

During the year under review, the CSR Policy of the

Company was amended to inter-alia, align it with CSR Rules and broad base CSR mission statement.

The CSR Policy has been hosted on the website of the Company at: https://www.mahindrafinance. com/investor-relations/policy-and-shareholder-information#mmfsl-policies

In FY2024, to further solidify its commitment towards the well-being of the driver communities, your Company successfully implemented its flagship program ‘Swabhimaan’. This multi-year program’s focus has been to address the professional, financial, and familial challenges faced by the drivers and their families and further contribute to their overall well-being. In FY2024, we reached out to over 19,100+ beneficiaries across India. Through the Swabhimaan program, your Company provided 4-wheeler vehicle driving training to 960+ youth, E/Auto Rickshaw Training to 300+ women from underprivilege families, road safety training to 15,590+ existing drivers and awarded scholarships to 2,270+ children of drivers. Through above interventions, your Company impacted lives of 2,000+ women beneficiaries. ii. Financial & Digital Literacy Awareness

Your Company launched two pilot projects on Financial & Digital Literacy Awareness Program.

The to provide financial & digital Literacy, business skills training for Nano and Micro-enterprises like people working at Kirana Store, Job Work, Retail Shops, Restaurants. The objective of another project for GiG workers was imparting financial planning skills to individuals such as farmers, drivers, self-employed from low-income community to achieve better savings, awareness of financial instruments, safeguard from digital frauds with basic details about vehicle maintenance.

Through above projects, your Company created awareness amongst 26,200+ individuals from semi urban & urban areas. During the training, we encouraged 4,900+ individual to download

Digi Locker app in their respective cell phone which helps them to build backup and instantly access important documents like Aadhar, PAN, certific drivinglicenses,vehicleregistration academic marksheets etc. iii. Nanhi Kali

Reaffirming its commitment to the cause of education, your Company continued its support to the Project Nanhi Kali which has benefitted over 5,880+ underprivileged girl children from socially and economically marginalised families living in urban, rural, and tribal parts of India. With the aim of helping girls complete schooling, Project Nanhi Kali provides girls (from Class 1-10) with comprehensive support including two hours of daily after-school remedial classes at Nanhi Kali Academic Support Centres. To further enhance the quality of education imparted to the girls, Project Nanhi Kali has partnered with a leading EdTech organisation,

Educational Initiatives.Thegirlsalsoreceivean e needed to succeed in their careers confidenc annual school supplies kit comprising a school bag, stationery and feminine hygiene material, enabling them to attend school with dignity. Further, to accelerate bridging the digital gender gap in India, and to promote gender equality and empowerment of girls through education and training programmes, Nanhi Kali’s Digital

Equalizer for Girls Training Programme was introduced for underprivileged girls enrolled in Classes 9-12. In FY2024, your Company trained 14,543 girls as part of this innovative initiative. iv. Mahindra Pride Classroom (MPC)

Your Company continued Mahindra Pride Classroom to reach out to marginalised and socially excluded women to create job opportunities in various sectors and enable women to become financially independent and participate actively in the workforce.

Through the Swabhimaan program, your Company provided 4-wheeler vehicle driving training to 960+ youth, E/Auto Rickshaw Training to 300+ women from underprivilege families, road safety training to 15,590+ existing drivers and awarded scholarships to 2,270+ children of drivers.

Under this program, we conducted minimum 40 hours training for 39,210+ final year female students in classrooms across government/ government aided colleges, polytechnics, industrial training institutions, employer premises etc. to enhance their employability prospects. The modular MPC training program focusses on life, language and aptitude skills. To facilitate students who have been trained in the MPC are placed with organizations working in their core trade/ domain an innovative, tech-enabled job drive, known as ‘Job Utsav’ is conducted to bring together the best employers and a great talent pool trained under the MPC program. v. Mahindra Pride Skill centers (MPSC)

You Company continued its support to MPSC which are specifically designed to economically empower women through training in domain and employability skills. The major focus are /

ITES, retail, hospitality, BFSI and other sectors.

By addressing the unique requirements of the job market and emphasising the development of both technical and soft skills, the model aims to equip women with the knowledge, skills and .

As part of this initiative, 1,000 women were trained under IT / ITES, retail, hospitality, Tally,

IT&GST and 80% of the trained women were supported in securing a gainful employment. vi. Project Hariyali

The Project Hariyali is a continuation of the Hariyali programme started in 2010 in Araku. This program focuses on natural resource management and global regenerative organic farming protocols as a means to increasing a community’s income and improving its agricultural eco-system for an overall well-being of the community. In FY2024, your Company planted 3,45,900+ saplings of coffee, fruit, legume and forest species in the Araku region jointly with local communities. vii. Water Conservation Project

As part of the Environmental Sustainability, your

Company constructed 4 Rainwater Harvesting

Structures in the ZP Schools / Adivasi Padas of Shahapur and 7 Farm Ponds on the farmer’s lands in village Kheware, Murbad, Thane, Maharashtra along with protective fencing to the ponds, solar panels in farm pond and solar pumps. This project is expected to conserve 4,80,00,000 liters of rainwater for irrigation which will ensure accessibility of water round the year for household and farming purpose and enable farmers to take 2/3 crops. This project is expected to support 2,450 beneficiaries from the rural areas of Maharashtra.

In the area of healthcare, your Company organised nationwide blood donation drives in which 3,900+ Blood Units were collected, Pan

India. Your Company also conducted 8 health camps benefitting 1,630 individuals. ix. Project Hunnar: Skill development for Persons with Disabilities

Your Company continued its support to Persons with Disabilities by training 250+

‘Hunnar’ program in various skills in Banking and Financial Services and Insurance ("BFSI"), hospitality and Information

Technology Enabled Services ("ITES") sectors to enhance their employability.

Your Company has always encouraged the employees to participate in various CSR initiatives to drive positive changes amongst the community. During the reporting period, 22,500+ employees (85%) contributed 1,22,700+ person hours in various virtual and CSR Calendar initiatives undertaken by the Company like blood donation, tree plantation, Swachh Bharat, visit to municipal school, visit to Orphanages, Old age Homes & centres for Differently Abled to reaffirm its pledge to the society. Through employees volunteering, planted ~52,000 saplings to increase green cover near our branches.

Apart from the key thrust areas, your Company contributed funds for other causes such as preservation and promotion of the fine arts and culture, welfare of the armed forces and supporting underprivileged community.

In FY2024, your Company conducted "CSR Implementation Partner’s Meet" on 7^th Feb 2024 with the participation of 12 implementation partners. Such stakeholder engagement presents the opportunity to foster collaborations, interact with the senior management, networking and sharing of best practices amongst varied implementation partners.

During the meet, your Company honoured three of its partners (NGO) as "Best CSR implementation Partners

2023" and rest with Token of appreciation. It also organized capacity building workshop on "Data driven impact measurement" for its implementation partners.

4. CSR Spend

As per the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), the mandatory CSR spend of the Company for FY2024 was Rs. 29.96 crore, against which your Company has spent Rs. 25.27 crore during the year and an amount of Rs. 4.71 crore has been transferred to MMFSL Unspent CSR Account 2024, (the Company has transferred an unspent amount of Rs. 4.71 crore vis-a-vis Rs. 4.69 crore) which shall be spent within prescribed timelines towards ongoing program on Financial & Digital Literacy Awareness.

Further, in terms of the CSR Rules, Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2024.

5. Annual Report on CSR Activities

The Annual Report on the CSR activities undertaken by your Company during the year under review, as prescribed in the Companies (Corporate Social

Responsibility Policy) Rules, 2014, as amended, is set out in "Annexure II" of this Report.

6. Impact Assessment of CSR Projects

In compliance with the rule 8(3) of the Companies

(Corporate Social Responsibility Policy) Rules,

2014, executive summary and web links of impact assessment reports with respect to Company’s CSR projects which meet the prescribed criteria, will be provided once the same are completed. Your Company has engaged independent agencies to carry out the impact assessment for the aforesaid projects.

To secure the Company’s digital transformation efforts, your Company has ensured that it has complete visibility of all digital assets on-premises, in the cloud, and across IoT devices and remote networks. Processes have been defined and implemented to ensure as the advances in the journey of digital transformation our technology infrastructure also transforms to identify and mitigate the emerging risks. Your Company has also embarked on the journey to align itself with the data privacy related legal and regulatory guidelines covering collection, storage and usage of sensitive data. The Company has implemented threat monitors such as Web Application Firewall (WAF), Data Loss Prevention, Web Content Filtering, Endpoint

Detection & Response (EDR), Threat Intel Services etc. followed by protection of data through encryption, masking (transit and rest) etc. which helps in detecting/ blocking the intrusions and attempts of data breach.

The Company also imparts periodical cyber and data privacy related trainings to staff including to Board

Members which helps them to recognize common tricks that malicious actors use to infiltrate systems thus, securing the human link as well.

During the year under review a cyber incident had occurred, details of which are given in note no. 43 to the Standalone financial statements forming part of this Annual report. The Company was able to build back the applications from the immutable backups. The core systems remained unimpacted and peripheral systems were restored soon after. Your Company has implemented a robust risk management and governance framework supported by policies, processes, threat intel services, tools, technologies, continuous & periodic cyber assessments to identify the emerging and existing risks that our digital assets are exposed to.

Your Company will continue its focus on security monitoring and incident response through its security operations centre.

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of theCompanies (Management and Administration) Rules, 2014, the Annual Return in Form No. MGT-7, is available on the Company’s website and can be accessed at the web-link https://www.mahindrafinance.com/investor-relations/ financial-information#annual-reports

Your Company recognises and embraces the importance of a diverse Board in its success. The confluence Directors on the Board with different knowledge and skills, perspective, regional and industry experience, cultural and geographical background ensures that your Company retains its competitive advantage.

As on 31st March 2024, the Board of your Company consisted of 11 Directors comprising of a Non-ExecutiveChairman, 2 Executive Directors, 2 Non-Executive Non- Independent Directors and 6 Independent Directors, of whom 2 are Women Directors.

The Board Committees are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details of the Board Committees along with their composition, powers, terms of reference, etc. are given in the Report on Corporate Governance, which forms part of this Annual Report.

As on 31^st March 2024, the Audit Committee comprised of 5 Independent Directors and 1 Non-Executive

Non-Independent Director:

• Mr. Amit Kumar Sinha ceased to be a Member of the Committee with effect from close of business hours on 28^th July 2023.

The composition of Audit Committee is over and above the minimum requirement prescribed under the Act, SEBI Listing Regulations, and the RBI

Regulations for NBFCs (the ‘NBFC Regulations’) of having a minimum of two-thirds of independent directors, including the Chairman. All members of the

Committee are non-executive directors possessing financial literacy, and expertise in accounting or financial management related matters.

During the year under review, 7 Audit Committee

Meetings were held. Further, the terms of reference of the Audit Committee were enhanced during the year under review, to include oversight of Information Security Audit of the Company in terms of RBI Master Direction dated 7^th November 2023 on Information Technology Governance, Risk,

Controls and Assurance Practices.

All the recommendations of the Audit Committee were approved and accepted by the Board during the year under review.

The Board of Directors met 5 times during the year under review i.e., on 28^th April 2023, 28^th July 2023, 27^th October 2023, 14^th December 2023 and 30^th

January 2024, as against the statutory requirement of at least four meetings. The requisite quorum was present at all the Board Meetings. The maximum time gap between any two Meetings was not more than one hundred and twenty days. These Meetings were well attended. The 33 ^rd AGM of the Company was held on 28th July 2023 through Video Conference.

During the year under review, no Extraordinary General

Meeting ("EGM") of the Members was held.

During the year under review, members by way of special resolution passed through postal ballot on 19^th January 2024, approved alteration to the Memorandum of Association ("MOA") of the Company by inserting sub-clause 1f. under "Main objects of the Company to authorise the Company to solicit, procure insurance business inter-alia as a Corporate Agent and undertake all incidental activities and amendment to clause III. (v) of the MOA to exclude the restriction on the Company to undertake any business falling under the purview of Insurance Act, 1938. The voting results were announced on 20^th January 2024 and submitted to the stock exchanges where securities of the Company were listed. Detailed information on the Meetings of the Board, its

Committees, Postal Ballot and the AGM is included in the

Report on Corporate Governance, which forms part of this Annual Report.

A calendar of all the meetings is prepared and circulated well in advance to the Directors.

The Independent Directors met twice during the year under review, on 24^th August 2023 and 27^th March

2024. TheMeetings were conducted without presence of the Whole-time Director(s), the Non-Executive Non-Independent Directors, Chief Financial Officer or any other Management Personnel to enable the Independent Directors to discuss matters pertaining to, inter-alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management & the Board and its Committees and free flow discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.

Pursuant to the recommendation of Nomination and Remuneration Committee ("NRC") and the

Board of Directors, the Members of the Company at the Annual General Meeting held on 28^th July 2023, appointed Mr. Raul Rebello (DIN: 10052487), as the Whole-time Director and KMP designated as Executive Director and MD & CEO-designate with effect from 1^st May 2023 to 29^th April 2024 (both days inclusive) and as the Managing Director of your

Company designated as Managing Director & CEO with effect from 30^th April 2024 up to 30^th April

2028 (both days inclusive), liable to retire by rotation.

Mr. Raul Rebello assumed the position of "Managing Director & CEO" of the Company w.e.f., 30^th April 2024, after superannuation of Mr. Ramesh Iyer, Vice-Chairman and Managing Director of the Company effective close of business hours of 29 ^th April 2024.

• Appointment of Mr. Ashwani Ghai as a Non-Executive, Non-Independent Director of the

Pursuant to the recommendation of NRC, the Board of Directors of the Company appointed Mr. Ashwani

Ghai (DIN: 09733798), as an Additional Director of your Company, with effect from 23 rd June 2023. The Members of the Company have at the

Annual General Meeting held on 28^th July 2023, approved the appointment of Mr. Ashwani Ghai as a Non-Executive, Non-Independent Director of the

Company, liable to retire by rotation.

• Appointment of Mr. Amarjyoti Barua as a Non-Executive, Non-Independent Director of the

Pursuant to the recommendation of NRC and the Board of Directors of the Company, the Members of the Company have at the Annual General Meeting held on 28^th July 2023, approved the appointment of Mr.

Amarjyoti Barua (DIN: 09202472) as a Non-Executive

Non-Independent Director of your Company with effect from 28 th July 2023, liable to retire by rotation.

Based on the recommendation of NRC and the Board of Directors, the Members of the Company have by means of a Special Resolution passed at the Annual General Meeting held on 28^th July 2023, approved re-appointment of Mr. Milind Sarwate (DIN: 00109854), as an Independent Director of the Company for a second term of five consecutive years each, commencing from 1^st April 2024 to 31st March 2029 (both days inclusive) not liable to retire by rotation.

Basis recommendation of the NRC, the Board of Directors of the Company have subject to the approval of the members of the Company, approved the appointment of Mr. Vijay Kumar Sharma (DIN:

02449088) as an Additional Director (Independent and Non-Executive) for a 1st term of 5 consecutive years with effect from 15th May 2024 to 14^th May 2029, not liable to retire by rotation. In the opinion of the Board, Mr. Vijay Kumar Sharma holds high standards of integrity, expertise and experience (including the proficiency). He is exempted from the requirement to undertake the online proficiency self-assessment test.

The necessary resolution seeking approval of the members of the Company for appointment of Mr. Vijay Kumar Sharma as an Independent Director has been incorporated in the Notice of 34^th Annual General Meeting of the Company.

Mr. Siddhartha Mohanty (DIN: 08058830) Non-Executive Non-Independent Director, representing

Life Insurance Corporation of India ("LIC") on the Board of the Company ceased to be the Director of your Company effective 12th May 2023 as he assumed charge as Chairperson of LIC. Mr. Amit Kumar Sinha (DIN: 09127387), Non-Executive Non-Independent Director of the

Company was liable to retire by rotation at the 33^rd

AGM of the Company held on 28th July 2023 and was eligible for re-appointment. However, Mr. Sinha did not seek re-appointment due to his transition to a new role in Mahindra Group and consequently ceased to be Director of your Company w.e.f. 28^th July 2023.

The Board records appreciation for services rendered by Mr. Siddhartha Mohanty and Mr. Amit Kumar Sinha.

On attaining superannuation, Mr. Ramesh Iyer ceased to be the Vice-Chairman & Managing Director of your Company effective close of business hours of 29^th April 2024.

Board The of Directors places on record its deepest appreciation for the exemplary contribution, strategic foresight, innovative thinking, and steadfast commitment to excellence of Mr. Ramesh Iyer which has propelled Mahindra

& Mahindra Financial Services Limited to new heights, earning the organization recognition and respect within the industry. The Board is confident that Mr. Raul Rebello, the Managing Director &

CEO will build a stronger edifice on the strength of this solid foundation laid by Mr. Ramesh Iyer during his long tenure as Managing Director of your Company.

During the year under review, no Independent Director resigned from the Board.

In terms of provisions of Section 152 of the Companies Act, 2013, Dr. Anish Shah, Non- Executive Chairman is liable to retire by rotation and, being eligible, has offered himself for re-appointment at the 34^th Annual General Meeting of the Company scheduled to be held on 23rd July 2024.

No Independent Director of your Company is due for reappointment in FY2025.

All the Directors of the Company have confirmed that satisfy the "fit and proper" criteria as prescribed under Chapter XI of RBI Master Direction No. RBI/DoR/2023-24/106 DoR. FIN.REC.No.45/03.10.119/2023-24 dated 19^th October 2023,asamended,andthattheyarenotdisqualified from being appointed/continuing as Directors in terms of Section 164 (1) and (2) of the Companies Act, 2013.

All the Independent Directors of your Company have ll fulfi giventheirdeclarationsandconfirmationthatthey the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and withoutanyexternalinfluence.

Further, the Board after taking these declarations/ airs of disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors hold highest standards of integrity and possess the relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the Company and are Independent of the Management of the Company. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (‘IICA’) and the said registration is renewed and active.

The Independent Directors of the Company are either exempted from the requirement to undertake the online proficiency self-assessment test conducted by IICA or have cleared the online proficiency self-assessment test as applicable. ectively during the financial

The following persons were designated as the Key Managerial Personnel ("KMP") of your Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on 31^st March 2024:

1. Mr. Ramesh Iyer, Vice-Chairman & Managing Director

2. Mr. Raul Rebello, Executive Director and MD & CEO- designate

3. Mr. Vivek Karve, Chief Financial Officer of the Company

4. Ms. Brijbala Batwal, Company Secretary

• On attaining superannuation, Mr. Ramesh Iyer has ceased to be the Vice Chairman & Managing Director and KMP of the Company effective close of business hours of 29^th April 2024.

Mr. Raul Rebello has assumed the office of Managing Director & CEO of the Company effective 30^th April 2024.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, ("the Act") your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that: i. In the preparation of the annual accounts for financial year ended 31^st March 2024, the applicable accounting standards have been followed and there are no material departures in adoption of these standards. ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to aff give trueandfairviewofthestateof Company as at 31st March 2024 and of the profit of the Company for the year. iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. They have prepared the annual accounts for financial year ended 31^st March 2024 on a going concern basis.

v. They have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls were operating effectively during the financial year ended 31 ^st March 2024. vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating

31 ^st March 2024.

The Companies Act, 2013 ("Act") and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015 ("the Listing Regulations") stipulate the evaluation of the performance of the Board, its Committees, individual

Directors and the Chairperson.

Your Company has formulated a process for performance evaluation of the Independent Directors, the Board, its

Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive

Directors and Executive Directors.

An annual performance evaluation exercise was carried out compliance with the applicable provisions of the Act, Listing Regulations, the Company’s Code of Independent Directors and the criteria and methodology of performance evaluation approved by the NRC as under:

The questionnaires for performance evaluation are comprehensive and in alignment with the guidance note on Board evaluation issued by the SEBI, vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017 and are in line with the criteria and methodology of performance evaluation approved by the NRC.

All the Directors of your Company as on 31^st March 2024 had participated in the evaluation process. The Directors expressed their satisfaction with the Annual performance evaluation process of Board & Committees. During the year under review, NRC ascertained and re-affirmed that the deployment of "questionnaire" as a methodology, is effective for evaluation of performance of Board and

Committees and Individual Directors. The results of the Evaluation for the year under review were shared with the Board, Chairperson of respective Committees and individual Directors.

It was noted that the Meetings of the Board and Committees are well managed in terms of comprehensive updates sent well in advance, constructive participation and deliberations at the meeting led by the Chair, enabling Board and Committees to fulfil their statutory / review role and focus on Governance and Internal

Controls. It was also noted that the Company during the year under review facilitated familiarisation on cyber security, Prohibition of Insider Trading Regulations, BRSR framework and provided regular updates to Board on all key matters.

The results of Evaluation showed high level of commitment and engagement of Board, its various Committees and senior leadership. Based on the outcome of the evaluation for the year under review, the Board shall enhance its focus on providing strategic direction, digital initiatives, oversee regulatory matters and maintaining high standards of governance, to enhance value for all stakeholders while deepening its focus on ESG and risk management. Based on the results of the evaluation, the Board has agreed on an action plan to further improve the effectiveness and functioning of the Board. The suggestions from previous evaluations were implemented by the Company during FY2024.

Your Company has adopted a structured programme for orientation of all Directors including the Independent Directors so as to familiarise them with the Company its operations, business, industry, environment in which it functions, Indian and global macro-economic front and the regulatory regime applicable to it. The Management updates the Board Members on a continuing basis of any significant changes therein and provides them an insight to their expected roles and responsibilities so as to be in a position to take well-informed and timely decisions and contribute significantly to the Company. The Directors provided with all the documents to enable them to have a better understanding of the Company, its operations and the industry in which it operates.

The Independent Directors of your Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. The terms of reference of all Committees with updations, if any, is shared with all the

Board Members on quarterly basis.

Managing Director and Senior Management provide an overview of the operations and familiarise the Directors on matters related to the Company’s values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies etc.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior

Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc. Your Company has a secured Board portal which inter-alia provides a one stop and seamless solution for access to Board/Committee materials to all the Directors. The Board portal also contains Annual Report, Code of Conduct for Directors, terms of appointment, committee charters etc. for ease of access. This enables greater transparency to the Board processes.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the

Listing Regulations"), your Company has during the year conducted familiarization programmes through briefings at Board/ Committee meetings for all its Directors including Independent Directors.

Details of familiarization programs imparted to the Independent Directors during the financial year under review in accordance with the requirements of the

Listing Regulations are available on the Company’s website and can be accessed at the weblink: https:// www.mahindrafinance.com/investor-relations/policy-and-shareholder-information#familiarization-program and is also provided in the Corporate Governance Report forming part of this Annual Report.

In accordance with the provisions of Section 134(3) (e) of the Companies Act, 2013 ("the Act") read with Section 178 of the Act and Regulation 17 of the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("the Listing Regulations"), your Company has adopted a Policy on Appointment of

Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which, inter-alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors and who may be appointed in the

Senior Management team, succession planning for

Directors and Senior Management, and the Talent Management framework of the Company. During the year under review, there were no changes in the said policy.

The said policy is available on the website of the

Company and can be accessed at https://www. mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies ii) Policy on Remuneration of Directors and the Remuneration Policy for Key Managerial

Your Company has also adopted the Policy on

Remuneration of Directors and the Remuneration Policy for Key Managerial Personnel, Senior Management and other Employees of the Company in accordance with the provisions of Sub-section (4) of Section 178 of the Act, Scale Based Regulations notified by the Reserve Bank of India ("RBI") and

Listing Regulations.

During the year under review the Policy on

Remuneration of Directors of the Company was amended to, inter-alia, align with existing legal provisions and introduce certain standard clauses.

The said Policy is uploaded on the website of the Company and can be accessed at: https://www. mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies Joint

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

Your Company uses various industry standard systems to enable, empower and engender businesses and also to maintain its Books of Accounts. The transactional controls built into these systems ensure appropriate segregation of duties, the appropriate level of approval mechanisms and maintenance of supporting records. The systems,

Standard Operating Procedures and controls are reviewed by the Management.

Your Company’s internal financial controls are deployed through Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission ("COSO"), that addresses material risks in your Company’s operations and financial reporting objectives. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("ICFR") issued by The Institute of Chartered Accountants of India. The risk control matrices are reviewed on a quarterly basis and control measures are tested and documented on a quarterly basis. The Company has IT systems in place making the ICFR process completely digital and strengthening the review and monitoring mechanism. Based on the assessments carried out by the Management during the year, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed. Your Company recognises that internal financial controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the internal financial controls to future periods are subject to the risk that the internal financial control may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

In compliance with RBI circular dated 3rd February 2021, the Audit Committee has approved a Risk Based Internal Audit ("RBIA") framework, along with appropriate processes and plans for internal audit of FY2024.

The Auditors of your Company viz.

M/s Deloitte Haskins & Sells, Chartered Accountants and M/s. Mukund M. Chitale & Co., Chartered Accountants have examined the internal financial controls of the Company and have submitted an on the adequacy and operating effectiveness of the internal financial controls over financial reporting as at 31^st March 2024.

Your Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company’s processes. The internal audit approach verifies compliance with the operational and system related procedures and controls.

Separate meetings between the Chief Internal Auditor and the Audit Committee, without the presence of Management, were enabled to facilitate free and frank discussion amongst them. The meetings were held on

28^th April 2023, 22^nd September 2023, 27^th October 2023 and 27^th March 2024.

In compliance with RBI circular dated 3^rd February

2021, the Audit Committee has approved a Risk Based Internal Audit ("RBIA") framework, along with appropriate processes and plans for internal audit of FY2024 and FY2025. The Risk Based Internal Audit Plan is also being reviewed by the Statutory Auditors and Chief Risk Officer before being approved by the Audit Committee.

The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, function/ process owners undertake corrective action in their respective areas. Significant audit observations are tracked and presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

Risk Management forms an integral part of the Company’s business. Your Company has a comprehensive Risk

Management Policy in place and has laid down a well-defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks.

Your Company has established procedures to periodically place before the Risk Management Committee and the Board of Directors, the risk assessment and minimisation procedures being followed by the Company and steps taken by it to mitigate these risks.

The Risk Management Policy, inter-alia, includes identification of elements of risk, including Cyber Security and related risks as well as those risks which in the opinion of the Board may threaten the existence of the Company. The Risk Management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the Company. Your Company has a robust organisational structure for managing and reporting on risks. This risk management mechanism works at all the levels, which acts as the strategic defence cover of the Company’s risk management and is supported by regular review, control, self-assessments and monitoring of key risk indicators. The Risk Management Committee ("RMC") constituted by the Board manages the integrated risk and reviews periodically the Risk Management Policy and strategy followed by the Company.

In compliance with Scale Based Regulations, the Board of Directors have basis recommendation of RMC adopted ICAAP Policy and Framework with the objective of ensuring availability of adequate capital to support all risks in business as also enable effective risk management system in the Company.

The Chief Risk Officer ("CRO") oversees and strengthens the risk management function of the Company. The CRO is invited to the Board, Audit Committee, Asset Liability

Committee and Risk Management Committee Meetings. The CRO along with members of the Senior Management apprises the Risk Management Committee and the Board on the risk assessment, process of identifying and evaluating risks, major risks as well as the movement within the risk grades, the root cause of risks and their impact, key risk indicators, risk management measures and the steps being taken to mitigate these risks.

M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) ["DHS"] and M/s. Mukund

M. Chitale & Co., Chartered Accountants (ICAIation toFirm

Registration No. 106655W) ["MCC"], the Joint Statutory Auditors of the Company have issued unmodified Audit

Reports on the Standalone and Consolidated Financial

Statements for the financial year ended 31^st March 2024. The report does not contain any qualification, reservation or adverse remark or disclaimer.

The Joint Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Financial Statements for the financial year ended 31st March 2024. The report does not contain any qualification, reservation or adverse remark or disclaimer.

The Joint Statutory Auditors hold valid peer review certificate as prescribed under the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015 ("the Listing Regulations").

The Joint Statutory Auditors of the Company were present at the last Annual General Meeting ("AGM") held on 28^th July 2023.

In compliance with the Reserve Bank of India Guidelines dated 27^th April 2021 ("RBI Guidelines"), your Company has in place a Policy for appointment of Statutory Auditors of the Company. The said Policy was amended by the Board of Directors to specifically cover independence of auditors and annual review of performance of statutory auditors in compliance with the RBI Guidelines.

The current Joint Statutory Auditors have completed their tenure of 3 consecutive years with the Company.

Consequently, their tenure with the Company will end at the conclusion of the 34th AGM of the Company to be held in July 2024. As per RBI Guidelines, the said audit firms would be in-eligible for re-appointment as Statutory Auditors of the Company for such cooling period as specified in RBI guidelines. Hence, it is necessary to appoint new set of Joint Statutory Auditors of the Company.

Basis the recommendation of the Audit Committee, the Board of Directors, have approved and recommended the appointment of M/s. M M Nissim & Co LLP, Chartered Accountants (ICAI Firm Registration Number: 107122W/ W100672) and M/s. M P Chitale & Co., Chartered Accountants (ICAI Firm Registration Number: 101851W) as the Joint Statutory Auditors of your Company for a term of 3 consecutive years to hold office from conclusion of the 34th AGM upto the conclusion of 37^th AGM to be held in the year 2027.

The Joint Statutory Auditors, as proposed, have given aeffect that they are eligible to be appointed and not disqualified from acting as the

Statutory Auditors .

Members are requested to consider and approve the appointment of M/s. M M Nissim & Co LLP, Chartered

Accountants and M/s. M P Chitale & Co., Chartered

Accountants, as the Joint Statutory Auditors of your Company . The proposal is included in the Notice of 34 ^th AGM of the Company.

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries were appointed as the Secretarial Auditor of the Company for conducting the Secretarial Audit of your Company for FY2023 and FY2024 in accordance with the provisions of Section 204 of the Act read with the rules framed thereunder.

In accordance with the provisions of Sub-section (1) of

Section 204 of the Companies Act, 2013, the Secretarial Audit Report for FY2024 issued by M/s. Makarand M. Joshi

& Co., is appended to this Report as "Annexure III".

M/s. Makarand M. Joshi & Co., was present at the last AGM of the Company held on 28th July 2023.

The Board of Directors have decided to rotate the Secretarial Auditors from good governance perspective, and accordingly appointed M/s. KSR & Co Company

Secretaries LLP as the Secretarial Auditor of the Company for conducting the Secretarial Audit of the Company for

FY2025 and FY2026 in accordance with the provisions of Section 204 of the Act read with the rules framed thereunder.

M/s. KSR & Co Company Secretaries LLP is a Company

Secretaries firm which has created a niche in Corporate Law practice with expertise in diverse domains akin to a full-service Law firm. They have served reputed clients across various sectors, having an excellent track record in the field of Corporate Laws, Securities Laws, Foreign

Exchange Management Laws, Intellectual Property Laws,

Insolvency and Bankruptcy Law, Industrial & Labour Laws and Environmental Laws.

The firmundertakes Board Process Audits, Corporate

Governance Audits, Secretarial Audits, Internal Audits on functions and activities, Corporate Actions /Transactions based Due Diligence Audits.

The Secretarial Audit of Mahindra Rural Housing Finance Limited ("MRHFL"), a material, debt listed subsidiary of the Company, for FY2024 was carried out pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report of MRHFL submitted by M/s. KSR & Co Company Secretaries LLP, does not contain any qualification, reservation or adverse remark or disclaimer.

There is no material unlisted indian subsidiary of the Company as on 31^st March, 2024 and as such the requirement under Regulation 24A of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015 ("Listing Regulations") regarding the Secretarial Audit of material unlisted indian subsidiary is not applicable to the Company for the Financial Year 2023-24.

In compliance with Regulation 24A of Listing Regulations, your Company has undertaken an audit for FY2024 for all the applicable compliances as per Listing Regulations,

2015 and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report ("ASCR") issued by M/s. Makarand M. Joshi & Co., Company Secretaries, Secretarial Auditor for FY2024 with additional confirmations on compliances by the Company with respect to Insider Trading Regulations, Related party

Transactions, updation of Policies, disclosure of material events to Stock Exchanges etc. as per revised ASCR format prescribed by BSE and NSE, has been filed with the Stock Exchanges, and is appended to this Report as

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable in respect of the business activities carried out by your Company and hence such accounts and records were not required to be maintained by the Company.

During the year under review, the Joint Statutory

Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees, involving amount of less than 1 crore to the Audit Committee under section 143(12) of the Companies Act, 2013 details of which need to be mentioned in this Report.

As reported in public domain, during the end of 4^th quarter of the financial year ended 31 ^st March 2024, an incident of fraud was detected by the management at Company’s branch at Aizawl, Mizoram in respect of retail vehicle loans disbursed by the Company. The fraud involved forgery of KYC documents & asset related documents, leading to embezzlement of Company funds. The fraud was perpetrated in the Branch through collusion amongst branch employees, with segregated duties, thus compromising the existing maker-checker controls. A few vehicle dealers and external parties (employees of banks / old employees of the Company) connived with these employees in this fraudulent activity. Based on the results of the assessment carried out by an accounting firm and further validated by the management, 2887 loan accounts were identified by the Management as potentially fraudulent in nature with an aggregate net recoverable balance of Rs. 135.86 crore. The Company has made 100% provision for this amount, which impacted the profits for the quarter and year ended 31^st March 2024. The Company live loan accounts across its branches and has concluded that there is no evidence of a similar fraud anywhere else in the country. As a proactive step, the Company has identified a few key initiatives to further strengthen controls, including but not limited to accelerating the timeline for centralization of document reviews, implementing digital due diligence tools for customer on-boarding and enhanced screening and sampling of cases by the fraud control unit, which is set up to select sample of disbursements across branches to screen the documents involved possibility for the possibility of them being fraudulent.

Further details on the above and related matters can be referred in Note no. 42 to the Standalone financial statements forming part of this Annual report. The Company is reinforcing its commitment to trust, integrity and transparency through enhanced measures for compliance, risk management, and governance.

Your Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related

Parties.

All contracts/arrangements/transactions entered into by the Company during the Financial Year ancial statements with related parties were in the ordinary course of business and on an arm’s length basis.

Omnibus approval of Audit Committee is obtained for Related Party Transactions which are of repetitive nature, which are reviewed on quarterly basis by the Audit

Committee as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

All Related Party Transactions and subsequent material modifications, if any, were placed before the Audit Committee for review and approval. 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 dated 22^nd November 2021. The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under Section 134(3)(h) of the Companies Act 2013 is given in form AOC-2 as "Annexure V", which forms part of this

Annual Report.

In accordance with the applicable provisions of the Master Direction issued by the Reserve Bank of India and the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("the Listing Regulations"), the ‘Policy on Materiality of and Dealing with Related Party Transactions’, as updated is available on the Company’s website: https:// www.mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud, or violation of the Company’s Code(s) of Conduct.

The transactions of the Company with the company belonging to the promoter/promoter group which holds more than 10% shareholding in the Company as required pursuant to para A of schedule V of the Listing Regulations is disclosed separately in the financial statements of the Company. Members of the Company had approved entering into Material Related Party transaction with Mahindra & Mahindra Limited, (Promoter/ Holding Company and a Related party) under Regulation

23 of the Listing Regulations. During the year under review, the aggregate value of the transactions entered with Mahindra & Mahindra Limited did not exceed the materiality threshold as prescribed under Regulation

23 of the Listing Regulations. Further details on the transactions with related parties are provided in the

.accompanying

Your Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees, and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the

Company, the Employees, Directors or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud, or violation of the Company’s Code(s) of Conduct or Corporate

Governance Policies or any improper activity, through the channels provided below.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. The Whistle-blower can make a protected disclosure by using any of the following channels for reporting:

1. Independent third-party Ethics Helpline Service Portal: https://ethics.mahindra.com

2. Toll free No: 000 800 100 4175

3. Chairperson of the Audit Committee

The Whistle Blower Policy has been widely disseminated within the Company. The Policy is available on the website of the Company at the web link: https://www. mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies During the year, the Company received 10 whistle blower complaints. All the cases were investigated and appropriate actions were taken.

The Audit Committee is apprised of the vigil mechanism on a periodic basis. During the year, no person was denied access to the Chairperson of the Audit Committee. A quarterly report on the whistle blower complaints is placed before the Audit Committee for its review.

Details of employees who were in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended 31^st March 2024 or not less than Rs. 8,50,000 per month during any part of the year, as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available during 21 days before the Annual

General Meeting in electronic mode to any Shareholder upon request sent at the Email ID: investorhelpline_ mmfsl@mahindra.com. Such details are also available on Company’s website and can be accessed at the web-link: https://www.mahindrafinance.com/investor-relations/ financial-information#annual-reports Disclosures with respect to the remuneration of Directors,

Key Managerial Personnel and Employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in"Annexure VI".

Mr. Ramesh Iyer, former Vice-Chairman & Managing

Director and Mr. Raul Rebello, Managing Director & CEO did not receive any remuneration or commission from Holding/Subsidiaries of the Company during FY2024.

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

Your Company has in place a comprehensive Policy in accordance with the provisions of POSH Act and Rules made thereunder.

The Company conducts an online Induction Training through the learning platform M-Drona (Internal Training App) covering topics including POSH awareness, reconciliation before filing POSH complaint(s).

All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy has been widely communicated internally and is placed on the Company’s intranet portal. The Company ensures that no employee is disadvantaged by way of gender discrimination.

The POSH Policy is available on the website of the Company and can be accessed at the web-link: https:// www.mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee

("ICC") under the POSH Act to redress complaints received regarding sexual harassment.

To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company conducts an online Induction Training through the learning platform M-Drona (Internal Training App) covering topics including POSH awareness, reconciliation before filing POSH complaint(s) and consequences of filing the false complaint(s).

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY2024, pursuant to the POSH Act and Rules framed thereunder: a) Number of complaint(s) of Sexual Harassment received during FY 2024 1 b) Number of complaint(s) disposed of during FY2024 1 c) Number of cases pending as of 31^st March 2024– 0

Continuous awareness in this area has been created vide the POSH campaign reiterating Mahindra’s commitment to providing a safe workplace to all its employees.

During the year, the Company organised sensitisation and awareness programs vide inductions for new joiners, e-learning modules for all employees, trainees, associates including sending emailers, creating standees and posters to sensitise all employees to conduct themselves in a professional manner. Further, virtual and classroom training sessions were conducted by the Company’s

Ethics Counsellors. The Company also organized offline leadership conversations on gender sensitisation and employee interactive sessions including conscious inclusions. d) Number of workshops/awareness programme on the subject carried out during the year under review are as under:

• Awareness program was conducted in which mailers & video on the Prevention of Sexual Harassment at the workplace along with

POSH policies was circulated to all employees. POSH training was provided to all new joinees as a part of induction module.

• An online e-learning module for employees on Prevention of Sexual Harassment covering topics on Sexual Harassment, the process of filing complaints, dealing with Sexual

Harassment, etc. is developed for training. 99.79% of the employees have completed this training.

• One Training program on ICC was conducted for all ICC members.

• One Training program on POSH sensitization was conducted for the HR team.

Directors further state that no The information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 is attached as

"Annexure VII" to the Board’s Report.

Thedetails of the Key Policies adopted by your Company and changes made therein, if any, during the year under review are mentioned at "Annexure VIII" to the Board’s Report.

The Directors have devised proper systems to ensure compliance with the provisions of the Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, issued by The Institute of Company Secretaries of India

("ICSI") and such systems are adequate and operating effectively.

Although, SS-1 compliance is required only for Board and its Committees mandatorily required to be constituted under the Companies Act, 2013 ("the Act"), the Company adheres and complies with the good practices enunciated in the said Secretarial Standards for all its mandatory and non-mandatory Board level Committees.

Your Company has complied with applicable SS-1 and SS-

2, during the year under review.

There were no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status of the Company and its future operations.

There were neither any applications filed by or against the

Company nor any proceedings were pending under the

Insolvency and Bankruptcy Code, 2016 during the year under review.

During the year, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

The or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

• There was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employee Stock Option schemes referred to in this Report;

• There was no raising of funds/issue of shares through Preferential Allotment, Public Issue, Rights Issue or Qualified Institutional Placement;

• There was no buy back of the equity shares during the year under review;

• There were no voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase for which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013 ("the Act");

• There was no suspension of trading of securities of the Company on account of corporate action or otherwise;

• There was no revision made in the Financial Statements or the Board’s Report of the Company; funds

• The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Disclosures as per NBFC regulations have been made in this Annual Report.

The Board conveys its deep gratitude and appreciation to all the employees of the Company for their tremendous efforts as well as their exemplary dedication and contribution to the Company’s performance.

The Directors customers, vendors, business partners, bankers, government and all other business associates for their continued support to the Company and the Management.