Dear Shareholders,
Your Directors are pleased to present their Thirty-Fifth Report
together with the audited financial statements of your Company for the Financial Year
ended 31st March 2025 ("FY2025").

Financial Summary and Operational Highlights 
(Rs in crore)

  

    

    
Consolidated
    
%
    
Standalone
    
%
  
  

    
Particulars
    
FY2025
    
FY2024
    
Change
    
FY2025
    
FY2024
    
Change
  
  

    
Total Income
    
18,530.46
    
15,970.32
    
16.03
    
16,074.69
    
13,562.42
    
18.52
  
  

    
Less: Finance Costs
    
8,415.43
    
6,959.20
    

    
7,898.30
    
6,426.94
    

  
  

    
Expenditure
    
6,832.14
    
6,204.20
    

    
4,755.70
    
4,551.30
    

  
  

    
Depreciation, Amortization and Impairment
    
321.21
    
274.85
    

    
273.42
    
228.71
    

  
  

    
Total Expenses
    
15,568.78
    
13,438.25
    
15.85
    
12.927.42
    
11,206.95
    
15.35
  
  

    
Profit before exceptional items and taxes
    
2,961.68
    
2,532.07
    

    
3,147.27
    
2,355.47
    

  
  

    
Share of profit of Associates & Joint
    
65.23
    
56.11
    

    
-
    

    
-
  
  

    
Ventures
    

    

    

    

    

    

  
  

    
Exceptional items
    
-
    
-
    
-
    
-
    
-
    
-
  
  

    
Profit Before Tax
    
3,026.91
    
2,588.18
    
16.95
    
3,147.27
    
2,355.47
    
33.62
  
  

    
Less: Provision For Tax
    

    

    

    

    

    

  
  

    
Current Tax
    
820.93
    
716.10
    

    
779.45
    
664.93
    

  
  

    
Deferred Tax
    
(54.89)
    
(70.97)
    

    
22.78
    
(69.08)
    

  
  

    
Profit After Tax
    
2,260.87
    
1,943.05
    
16.36
    
2,345.04
    
1,759.62
    
33.27
  
  

    
Less: Profit for the year attributable to Non- controlling
    interests
    
(1)
    
10.36
    

    
-
    

    
-
  
  

    
Profit attributable to owners of the
    
2,261.87
    
1,932.69
    
17.03
    
2,345.04
    
1,759.62
    
33.27
  
  

    
Company
    

    

    

    

    

    

  
  

    
Balance of profit brought forward from earlier years
    
8,364.29
    
7,417.35
    

    
7037.93
    
6,376.60
    

  
  

    
Add: Other Comprehensive income /(Loss)
    
(5.71)
    
(6.71)
    

    
(7.49)
    
(4.97)
    

  
  

    
Balance available for appropriation
    
10,620.45
    
9,343.33
    

    
9,375.48
    
8,131.25
    

  
  

    
Less: Appropriations
    

    

    

    

    

    

  
  

    
Dividend paid on Equity Shares
    
777.78
    
740.23
    

    
778.38
    
741.32
    

  
  

    
Transfer to Statutory Reserves
    
469.13
    
352.94
    

    
469.00
    
352.00
    

  
  

    
Add/Less: Other Adjustments:
    

    

    

    

    

    

  
  

    
Changes in Group's Interest
    
(0.65)
    
114.13
    

    

    
-
    

  
  

    
Balance carried forward to balance sheet
    
9,372.89
    
8,364.29
    

    
8,128.10
    
7,037.93
    
15.49
  
  

    
Net worth
    
21,529.46
    
19,933.25
    
8.01
    
19,812.23
    
18,157.49
    
9.11
  


Consolidated Performance Highlights
- Total Income increased by 16.03% to Rs 18,530.46 crore for FY2025 as
compared to Rs 15,970.32 crore in FY2024.
- Profit Before Tax ("PBT") increased by 16.95% to Rs
3,026.91 crore for FY2025 as compared to Rs 2,588.18 crore in FY2024.
- Profit After Tax ("PAT") (Net of non-controlling interest)
increased by 17.03% to Rs 2,261.87 crore for FY2025 as compared to Rs 1,932.69 crore in
FY2024.

Standalone Performance Highlights
- During the year under review, the Company has disbursed loans of Rs
57,899.69 crore as againstRs 56,208.22 crore during the previous year, an increase of 3%
over the same period in previous year.
- Total Income increased by 18.52% to Rs 16,074.69 crore for the year
ended 31st March 2025 as compared to Rs 13,562.42 crore for the previous year.
- PBT increased by 33.62% to Rs 3,147.27 crore as compared to Rs
2,355.47 crore for the previous year.
- PAT increased by 33.27% to Rs 2,345.04 crore as compared to Rs
1,759.62 crore in the previous year.
- The Assets Under Management ("AUM") registered a growth of
17% and stood at Rs 1,19,673.02 crore as at 31st March 2025 as against Rs 1,02,596.77
crore as at 31st March 2024.
The Rs 4,413.94 crore Gross as on 31st March 2025 as compared to Rs
3,490.90 crore as on 31st March 2024. The percentage to Business Assets increased to 3.7%
as on 31st March 2025 as against 3.4% as on 31st March 2024. During the year, the
Company's asset quality remained within a comfortable range, with Gross Stage 3
slightly higher at 3.7% of Business assets and as targeted, the Company has been able to
maintain the aggregate level of Gross Stage 2 + Gross Stage 3 below 10% (actual at 9.1%)
of business assets as on 31st March 2025. While the credit cost for the year was at 1.3%
underscoring prudent risk management. The Company continued to maintain underwriting
discipline and a proactive approach to restrict early-stage delinquencies.

Material changes from the end of the financial year till the date of
this report 
No material changes and commitments have occurred after the closure of
the Financial Year 2024-25 till the date of this Report, which would affect the financial
position of your Company.

ECL and other updates 
The Company estimates impairment on financial instruments as per
Expected Credit Loss ("ECL") approach prescribed under Ind AS 109 'Financial
Instruments' and in accordance with the Board approved ECL Policy.
In estimation of Expected Credit Loss (ECL) provisions, the Company has
been using the updated ECL model in which multi-factor macro-economic variables and
product classification of vehicle loan portfolios are builtin and the Company has been
updating the ECL model with the latest set of data inputs at reasonable periodic intervals
to capture the expected significant changes in macro-economic growth prospects and shifts
in market drivers and changes in risk profile of customer credit exposures. During the
current financial year, as part of annual refresh, along with updation of latest
macro-economic growth estimates and other relevant input parameters for computation of ECL
provisions for loan portfolios, the Company has also calibrated the ECL model for Small
and Medium Enterprise (SME) portfolio and Trade advance portfolio. The Company had
estimated the ECL provision for year ended 31st March 2025 in accordance with
the updated ECL model. The Company holds provision towards expected credit loss as at 31st
March 2025 aggregating to Rs 3,459 crore (as at 31st March 2024: Rs 3,401.59
crore).
The Company's net Stage-3 assets ratio stood at 1.84% as at 31st March
2025 as against 1.28 % as at 31st March 2024.

Transfer to Reserves
The Company has transferred an amount ofRs 469 crore to the Statutory
Reserves, in compliance with section 45-IC of the Reserve 3loanassetsstoodat Bank
of India ("RBI") Act, 1934. Further, the Board of your Company has decided not
to transfer any amount to the General Reserve for the GrossStage3asa year under review. An
amount of Rs 8,128.10 crore is proposed to be retained in the Profit and Loss Account of
the Company.
The maintains sufficient liquidity buffer to fulfil its obligations
arising out of issue of debentures. The Company being an NBFC, is exempt from transferring
any amount to debenture redemption reserve in respect of privately placed or public issue
of debentures, as per the provisions of section 71 of the Companies Act, 2013 read with
Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, read with applicable
Ministry of Corporate Affairs circular. In respect of secured listed non-convertible debt
securities, the Company maintains 100% security cover or higher security cover as per the
terms of Information Memorandum, General Information Document ("GID"), Key
Information Document ("KID"), as the case may be and/or Debenture Trust Deed,
sufficient to discharge the liability towards principal amount and interest thereon.

Dividend
Considering good performance and strong cash flows, your Directors are
pleased to recommend a dividend of Rs 6.50 per equity share (325%) on the face value of Rs
2 each, for FY2025 vis-a-vis 315% dividend in FY2024. Dividend is subject to approval of
the Members at the ensuing Annual General Meeting. The Company has not paid any Interim
Dividend during the financial year under review. The dividend recommended is in accordance
with the Company's Dividend Distribution Policy, within the ceiling and in compliance
with the framework prescribed in RBI Master Directions (formerly known as RBI guidelines
on Declaration of Dividend by NBFCs).

Tax on Dividend 
In terms of the provisions of the Income-tax Act, 1961, the Company
will make payment of dividend after deduction of tax at source ("TDS") as per
the prescribed rates, to those shareholders whose names appear as beneficial owner/ member
in the list of beneficial owners to be furnished by National Securities Depository
Limited/ Central Depository Services (India) Limited in case of shares held in
dematerialised form, or in the Register of Members in case of shares held in physical
form, as at the close of business hours on Tuesday, 15th July 2025 (Record date
for the purpose of Dividend).

Unclaimed dividend transferred to Investor Education and Protection
Fund
In terms of the provisions of Sections 124 and 125 of the Companies
Act, 2013 ("the Act") read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under
review, the Company has transferred an amount of Rs 5,34,873.60 being the unclaimed
dividend for FY 2016-17 to the Investor Education and Protection Fund ("IEPF").
The details of total amount(s) lying in unpaid dividend account of the Company for last
seven years and due to be transferred to IEPF, is mentioned in the Report on Corporate
Governance, forming part of this Annual Report.

Dividend Distribution Policy 
In compliance with the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
formulated Dividend Distribution Policy, setting out criteria and circumstances to be
considered by the Board while recommending dividend to the shareholders. The Dividend
Distribution Policy provides for eligibility criteria, aspects to be considered by the
Board while recommending dividend, ceiling on dividend payout ratio etc., in accordance
with the Master Direction – Reserve Bank of India (Non-Banking Financial Company
Scale Based Regulation) Directions, 2023 dated 19th October 2023.
As set out in Dividend Distribution Policy, the Company's dividend
payout is determined based on available financial resources, investment requirements and
optimal shareholder return. Within these parameters, the Company endeavours to maintain a
total dividend payout ratio in the range of 20% to 30% of the annual standalone Profit
after Tax ("PAT") of the Company.
The Dividend Distribution Policy can also be accessed on the
Company's website at the web-link: https://www.
mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies .

Operations
Your Company remains dedicated to fuelling the aspirations of the
customers by providing financing solutions for automobiles and tractors, primarily
catering to those who rely on these assets for their livelihoods and personal mobility.
Beyond this core offering, your Company has broadened its scope to include pre-owned
vehicle loans, support for small and medium enterprises (SMEs), insurance brokerage
services (via its subsidiary Mahindra Insurance Brokers Limited), mutual fund distribution
(through its joint venture Mahindra Manulife Investment Management Private Limited), and
fixed deposit schemes. Additionally, your Company continued to penetrate into leasing and
loan against property business. In FY2025, the focus has been on building cross sell
engine by entering into Insurance Corporate Agency and growing its co-lending and
co-origination partnerships with fintechs, NBFCs, Banks and MSME platforms. In addition,
your Company has decided to foray into mortgage space.
In the core vehicle finance business, your Company has strengthened its
capabilities by designing flexible financial products aligned with customers' cash
flow patterns. It has also built heft around underwriting, risk management and has set up
a fraud control unit. As a result, it has solidified its dominance in financing
Mahindra's vehicles and tractors and is actively pursuing partnerships with prominent
Original Equipment Manufacturers ("OEMs") to expand its market presence. It
continues to strengthen its position in the pre-owned vehicle and tractor space.

Pillars of Progress: Growth, Efficiency,
Customer-Centricity
A. Expanding On-the-Ground Presence
As of 31st March 2025, MMFSL's network encompasses 1,365 offices
and branches across 27 States and 7 Union Territories, reinforcing its nationwide reach.
This expansive infrastructure reduces reliance on any single region, mitigating risks
posed by localized climatic or economic fluctuations, such as excessive rainfall or
drought. Each branch serves as a hub for organic growth, leveraging local relationships to
deliver a suite of financial services, including vehicle loans, SME funding, insurance
solutions, and more. Centralized oversight ensures consistent asset quality, while the
Company's deep penetration into rural and semi-urban markets positions it to address
the evolving financial demands and ambitions of India's diverse population.
Your Company's enhanced branch structure facilitates better
opportunity to cater to customers' needs and assist us in better customer servicing
and improved regulatory compliance.

B. Strengthening Digital Engagement
Your Company is deepening its reach in rural and semi-urban India
through end-to-end digital loan journeys, automated credit assessments, and faster
turnaround times. 
The redesigned Mahindra Finance Customer App offers customers a
seamless experience for EMI payments, loan management, Fixed Deposit booking, and
BBPS-enabled utility payments.
The app is available in 12 languages and has over 4.5 lakh+ App
sign-ups since launch of revamped version in Dec 2024.
An AI-powered Chatbot launched in 2024, provides multilingual support
(in 4 languages) via app and web. 
Over 35 lakh+ messages have been exchanged. UDAAN – Your
Company's transformation initiative assists in elevating digital capabilities across
the value chain, offering assisted journeys backed by analytics, alternate data, and fraud
prevention tools, thereby leading to improved sales and operations productivity, reduced
turnaround times, and enhanced financial discipline. The assisted end-to-end digital loan
process, enhanced by advanced analytics, alternative data sources, account aggregators
(AA), bank statement analysis (BSA), improved fraud prevention measures, credit
assessments, digital KYC, e-stamping, e-sign, and e-mandates have led to significantly
reduced and turnaround times. Additionally, it has streamlined documentation
through automation and enhanced transparency throughout the lending process, underscoring
our commitment to providing innovative and customer-focused financial solutions.
Our newly launched digital collections application offers a 360-degree
view of the customer, featuring a performance and activity dashboard, loan information,
payment history, and additional functionalities. By leveraging automated reminders and
digital payment platforms, we ensure prompt collections while minimizing operational
expenses and reducing delinquencies. Additionally, employees are equipped with nudges to
assist customers in navigating repayment options (UPI, QR codes, debit card, internet
banking, etc.), addressing any concerns, recording minutes of meetings (MOMs), and
providing customized solutions. This initiative has enhanced our portfolio's health,
improved customer convenience and experience, and promoted financial discipline within an
increasingly digital landscape.

C. Harnessing Technological Innovation
Your Company is leveraging AI, ML, and advanced analytics to optimize
underwriting, collections, and decision-making. AI-powered scorecards now segment
customers by risk, allowing for smarter approvals and reduced delinquencies. Our
GenAI-powered chat interface provides senior management with instant data insights, while
a Data Lakehouse enables real-time dashboards and performance tracking.
A next-gen AI collections strategy has reduced EMI bounce rates by 20
25% in early buckets, improving asset quality. AI-ML tools are also being used to enhance
the pre-approved and pre-qualified loan offer base by 8x.
Cloud infrastructure has been strengthened through a multi-cloud
agnostic strategy, achieving cost efficiencies, better scalability, and improved data
security. We have implemented cybersecurity upgrades including DLP, XDR, SIEM, WAF, and
MDM tools, along with a 24/7 Security Operations Centre and third-party Red Team
assessments to safeguard critical assets.
In line with RBI's IT governance directions, we've built a
centralized tech asset inventory, enhanced IT service management workflows, and
established robust frameworks for business continuity, risk assessment, and IT outsourcing
reinforcing operational resilience and regulatory compliance.

D. Data as a Strategic Edge
Your Company has built a centralized Data Lakehouse architecture,
empowering real-time access to performance dashboards, KPIs, and cross-functional business
insights. This is strengthening our ability to make data-driven decisions and customize
offerings across customer segments. 
Advanced analytics are embedded across functions improving lead
conversion, channel productivity, and collections forecasting. These insights are also
enhancing financial discipline and regulatory preparedness.

E. Improved Insurance Coverage of MMFSL assets
Your Company received its corporate agency license from IRDAI in May
2024 and since then Company has partnered with various insurance companies for offering a
comprehensive range of insurance products to meet diverse customer needs. Your Company has
introduced exclusive group insurance products tailored for its existing customers. Your
Company also offers retail insurance solutions in Motor, Health & Life insurance for
both new and existing customers.
Your Company leverages its Pan-India branch network of 1365 branches
and trained, certified personnel with a strong understanding of customer needs. Your
Company has also tied-up with 10 insurance companies 4 Life, 2 Health and 4 General
Insurance companies to provide adequate choice to its customers. 
This has resulted in improved insurance penetration and enhanced
service delivery through an in-house claims team, resulting in better claims experience.
Continuous employee training and better insurance penetration have further reinforced the
model's success, positioning insurance as a strategic lever for risk management. All
these efforts led to an effective insurance coverage of your Company's assets, lives
and health of customers.
The distribution network is driven by a dedicated team of employees
(Specified Persons) and PoSP (Point of Sales Persons), positioned across ~1200 + locations
to ensure widespread reach and seamless customer service.
Additionally, your Company also plans to expand its distribution
channel by introducing digital and telemarketing platforms to serve broader customer base
across India more efficiently.

F. Future Growth Enablers
MMFSL's vision is to be a leading and responsible financial
solution partner of choice for emerging India. This commitment reflects a dual focus on
responsible customer service and sustainable profitability, extending beyond traditional
lending to a holistic suite of solutions. The emphasis on digital innovation and product
diversification is central to this vision.
Your Company targets a sustainable growth trajectory and maintaining
stable asset quality. Strategic efforts are focused on deepening penetration in pre-owned
car, used tractor, and SME financing, tapping into untapped demand within these segments.
To broaden its service offerings, MMFSL has forged new alliances for co-lending and
co-origination. These collaborations enhance outreach, improve credit access, and offer
competitive rates to underserved communities. The AUM from these partnerships have gone up
significantly in the current financial year as compared to the previous financial year.
The Company remains committed to refining its risk management, underwriting frameworks to
sustain top-tier asset quality and strengthening its partnerships with fintechs, NBFCs,
banks & MSME platforms. Moving forward, the growth strategy will be centred around
leveraging digital platforms to enhance service delivery through customer acquisition,
establishing strategic alliances and exclusive partnerships with fintech firms and next
generation technology distributors, strengthening digital capabilities to ensure seamless
accessibility and an optimized customer experience and utilizing digital platforms to
identify cross-sell and up-sell opportunities while enhancing overall customer service.

Other Developments 
- Mortgage Business
The Board of your Company has approved expansion into Mortgage business
which would include providing Housing Finance, Top-up loans, Lease rental discounting,
home improvement and home extension loans, balance transfer loans, construction finance
etc. Your Company intends to leverage its strong geographical presence in the retail
lending space to exploit the mortgage lending opportunity for its existing customers as
well as new customers. Your Company would also participate in affordable housing loan
schemes of government. This expansion would leverage your Company's established
presence in the financial services sector and its deep understanding of the customer needs
resulting in increase in the mortgage lending opportunity to its existing customers as
well as new customers.
Your Company is in the process of building its mortgage capabilities
and is in investment mode with focus on recruitment, infrastructure build out, and
technology setup towards building up its capabilities.
- Rights Issue of Equity Shares 
The Board of Directors of the Company ("Board") at their
meeting held on 13th February 2025, had inter-alia considered and approved the fund
raising by way of offer and issuance of fully paid-up equity shares of the Company for an
amount not exceeding Rs 3,000 Crore by way of a rights issue ("Rights Issue") to
the eligible equity shareholders of the Company, to primarily maintain a strong capital
adequacy ratio keeping in mind Company's growth plans to augment its Assets Under
Management ("AUM"). Till the date of this report the Company has not made any
public announcement and has not undertaken further action or decision in relation to the
Rights Issue including setting a Record date or ratio or pricing. Necessary intimations/
announcements to the shareholders, stock exchanges etc., on the above would be made in due
course. 

Change in Nature of Business 
There has been no change in the nature of business and operations of
the Company during the year under review.

RBI Compliances 
Your Company has been categorised as an NBFC- Upper Layer vide press
release dated 30th September 2022, issued by RBI. Your Company has always endeavored to
maintain the highest standards of compliance within the organisation and shall continue to
do so going ahead. The Company continues to comply with all the applicable laws,
regulations, guidelines etc. prescribed by the RBI, from time to time including the norms
pertaining to capital adequacy, non- performing assets etc. 
Your Company's asset liability management is reviewed on quarterly
basis by a focused Board level committee viz. Asset Liability Committee. Your
Company's liquidity coverage ratio ("LCR") was 277% as on 31st
March 2025 against the mandatory requirement of 100%.
Your Company has adopted all the mandatory applicable policies under
Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions,
2023 like Large Exposure Policy, Internal Capital Adequacy Assessment Policy (ICAAP),
Compliance Policy etc.

Compliance Risk Assessment Framework and Compliance Testing
("CRAFT")
Your Company has also put in place Compliance Risk Assessment Framework
and Compliance Testing in compliance with RBI circular dated 11th April 2022.

Business Continuity Policy
In order to have robust framework & process for Business
continuity, your Company has implemented Business Continuity Management Policy which
inter-alia includes identification, monitoring, reporting, responding and managing the
risks including mitigating risks of a significant / prolonged business disruption in order
to protect the interests of the Company's customers, employees and stakeholders.
Your Company continues to invest in talent, systems and processes to
further strengthen the control, compliance, risk management and governance standards in
the organisation. 

Internal Ombudsman
Your Company has appointed an Internal Ombudsman ("IO") in
compliance with the Master Direction - Reserve Bank of India (Internal Ombudsman for
Regulated Entities) Directions, 2023 dated 29th December 2023, ("Master
Directions"). 
In compliance with Master Directions, Mr. Alok Kumar Sharma has been
appointed and is currently serving as the ‘IO' of the Company, contact details
of IO are available on the website and can be accessed on the website at
https://www.mahindrafinance.com/customer-service/nbfc-ombudsman-scheme/contact-details
The Board of Directors at the quarterly Board meetings review number of
complaints escalated to IO and status of disposal of such complaints in compliance with
the said RBI circular. Report on number of complaints escalated to IO and status of
disposal of such complaints is reproduced hereunder:

  

    
No of complaints outstanding at the beginning of the year
    
404
  
  

    
No of complaints received during the year
    
43,174
  
  

    
Of the complaints received, number of complaints referred to
    IO during the year, which were rejected by the Company
    
2,757
  
  

    
Of the complaints referred to IO how many complaints were
    agreed by IO
    
2,749
  
  

    
Of the complaints referred to IO how many complaints were
    disagreed by IO
    
8
  
  

    
Total complaints pending with IO at the end of the year
    
74
  


Macro factors and sourcing of funds:
During the year under review, Reserve Bank of India ("RBI")
focused mainly on neutral monetary policy to ensure that inflation durably aligns with the
target, while supporting growth. During Q4 FY2025 with inflation a decreasing trend and
increasing global uncertainties, RBI reduced the REPO Rate by 25bps to 6.25%. Liquidity
conditions remained tight with the banking sector liquidity remaining largely negative in
FY2025. 
Inflation in India has remained majorly below 6% (RBI upper tolerance
limit) throughout the year. Consumer Price Index ("CPI") inflation was 3.34% in
March 2025. Globally, inflation showed a downward trajectory and seems to be moderating
paving the way for a growth revival. However, this comes with a caution as successive
shocks like the Russian-Ukraine war, Israel-Hamas-Iran conflict, significant US policy
changes by new administration in 4 distinct areas viz: trade, immigration, fiscal policy
and regulation which is expected lead to global uncertainty and economic slowdown. The
rupee has remained under pressure throughout FY2025 against the US dollar. During Q4
FY2025, it remained volatile primarily on account of proposed US policy changes, however
it recovered and ended at Rs 85/$ mark.
The 10 Year G Sec curve has been following a reducing trend from around
7.1% to 6.5% during the financial year. During the year, interest cost on borrowed funds
remained at 7.64% (interest cost to average borrowing) for the Company. 
During the year under review, your Company continued with its diverse
methods of sourcing funds including borrowing through Secured and Unsecured Debentures,
Term Loans, External Commercial Borrowings, Securitisation, Fixed Deposits, Commercial
Papers, Inter Corporate Deposit etc., and maintained prudential Asset Liability match
throughout the year. Your Company sourced long-term debentures and loans from banks and
other institutions at attractive rates. Your Company tapping continuestoexpanditsborrowing
new lenders and geographies.

Securitisation
During the year, your Company successfully completed
Securitization/Direct Assignment transactions aggregating to Rs 6,530 crore.

Non-Convertible Debentures
During the year under review, your Company raised an aggregate of Rs
7,255 crore through issuance of Non-convertible ("NCDs") debentures private
placement basis as mentioned hereunder:
1. Rs 5,755 crore, raised though issuance of Secured Redeemable
Non-Convertible Debentures.
2. Rs 1,500 crore raised through issuance of Unsecured Redeemable
Non-Convertible Subordinated Debentures eligible for Tier II Capital.
As specified in the respective offer documents, the funds raised from
issuance of NCDs were utilised for various financing activities, onward lending, repaying
the existing indebtedness, working capital and for general corporate purposes of the
Company. Details of the end-use of funds were furnished to the Audit Committee on a
quarterly basis. The NCDs are listed on the debt market segment of BSE Limited. As on 31st
March 2025 there are no unlisted NCDs.
During the year, your Company has redeemed NCDs worth Rs 4,645 crore
and subordinated debt worth Rs 215 crore on private placement basis.
Your Company is in compliance with the applicable guidelines issued by
Securities and Exchange Board of India and other applicable regulators in this regard.
There has been no default in making payments of principal and interest
on all the NCDs issued by the Company on a private placement basis and through public
issue. Further, there was no deviation/variation in use of proceeds raised from the object
stated in the offer document. As on 31st March 2025, there was no unpaid/unclaimed
interest on NCDs issued on a private placement basis. With respect to the three public
issuances of NCDs made by the Company, aggregate Principal payment of Rs 5,93,000 /- and
Interest of Rs 40,38,064 /- was unclaimed by the investors as on 31st March 2025.
Reminders have been sent to the NCD holders to claim the same.

Commercial Paper
As on 31st March 2025, the Company had Commercial Paper
("CPs") with an outstanding amount (face value) of Rs 2,153 crore. CPs
constituted approximately 2.09% of the outstanding borrowings as on 31st March
2025. The CPs of the Company are listed on the debt market segment of the National Stock
Exchange of India Limited.

Borrowings
In order to expand the business of the Company and to cater the
enhanced budgeted disbursements, the Board of Directors of the Company have subject to the
approval of the shareholders of the Company, approved increase in the overall borrowing
limit from Rs 1,30,000 crore to Rs 1,50,000 crore. 
The Company had outstanding borrowings (excluding securitisation and
TREPS) ofRs 1,03,189.24 crore as on 31st March 2025, breakup of which is given
as under:

  

    
Particulars
    
Fixed Deposits
    
Bank Loans (TL/ OD/CC/ WCDL)
    
Non- Convertible Securities (Privately
    placed & Public NCD)
    
Subordinate Debt (Privately placed &
    Public NCD)
    
Commercial Paper
    
ICD
    
External Commercial Borrowing
    
Total
  
  

    
Amount in crore (Rs )
    
11,404.15
    
52,998.12
    
24,051.35
    
5,529.57
    
2,153.48
    
30.48
    
7,022.09
    
1,03,189.24
  
  

    
% to aggregate outstanding borrowings (excluding
    securitisation and TREPS)
    
11.05
    
51.36
    
23.30
    
5.36
    
2.09
    
0.03
    
6.81
    
100.00
  


Figures are as per reported Ind AS financial statements.

Credit Ratings
Your Company enjoys highest rating for its long-term and short-term
borrowing programmes from all the credit rating agencies that it works with. Your Company
has been rated by CRISIL Ratings Limited ("CRISIL") & India Ratings and
Research Private Limited ("India Ratings") for its Non-Convertible Debentures
program, Commercial Papers, Banking Facilities & Fixed Deposits. Further, CARE Ratings
Limited ("CARE") and Brickwork Ratings India Pvt. Ltd. ("BWR") has
rated your Company for the Non-Convertible Debentures program. These rating agencies have
re affirmed the highest credit rating for your Company's short-term & long-term
borrowing instruments. Your Company believes that its credit ratings and strong brand
equity enables it to borrow funds at competitive rates. details of ratings are given in
the Corporate Governance Report, forming part of this Annual Report.

Capital Adequacy
As on 31st March 2025, the Capital to Risk Assets Ratio
("CRAR") of your Company was 18.33% which is well above the minimum requirement
of 15% CRAR prescribed by the Reserve Bank of India.
Out of the above, Tier I capital adequacy ratio stood at 15.25% and
Tier II capital adequacy ratio stood at 3.08% respectively.

Share Capital
Theissued, subscribed and paid-up Equity Share Capital as on 31st March
2025 was Rs 247.1 crore, consisting of 123,55,29,920 Equity Shares of the face value of Rs
2 each, fully paid-up.
There was no change in the issued, subscribed and paid up share capital
during the year under review.
As on 31st March 2025, none of the Directors of the Company hold
instruments convertible into equity shares of the Company. Details of Restricted Stock
units ("RSUs") granted to Executive Directors are given in the Corporate
Governance Report forming part of this Annual Report.

Economy Global Economy
As per the International Monetary Fund, the global economy in CY 2024
navigated a complex landscape shaped by geopolitical shifts, trade fluctuations,
inflationary trends. The El Nino phenomenon impacted economic stability, causing droughts,
floods, and disruptions to marine ecosystems, affecting agriculture, infrastructure, and
the fishing increasing inflationary pressures. Oil prices remained volatile, initially
rising due to geopolitical tensions and positive macroeconomic trends but later declining
amid bearish sentiment, economic concerns, and easing supply risks. Moreover, global trade
faced disruptions as Red Sea attacks reduced Suez Canal traffic, while Panama Canal
drought-driven restrictions slowed shipments across the world. Global growth is expected
moderate from 3.3% in 2024 to 2.8% in 2025, and projected to stabilise at 3.0% in 2026.
Supply chain vulnerabilities prompted businesses and governments to reassess trade
dependencies and implement strategic measures. Inflation is expected to ease from 5.7% in
2024 to 4.3% in 2025 and 3.6% in 2026, remained a concern, influencing cautious monetary
policies. Rising trade tensions, including new tariffs and retaliatory actions, could
introduce uncertainties, impacting inflation and economic momentum. However, economies are
expected to leverage innovation, sustainability efforts, and policy interventions to
maintain long-term stability in future.

Domestic Economy
India remained one of the fastest-growing major economies as strong
domestic demand, structural reforms, and supportive policies drove its expansion. The
country surpassed the UK to become the world's fifth-largest economy, with steady growth
supported by manufacturing expansion, a robust services sector, and increased
infrastructure investments. Government initiatives, such as digital transformation and
financial inclusion, strengthened domestic manufacturing and attracted foreign direct
investment. Despite global uncertainties, geopolitical tensions, and inflationary
pressures slowing growth in FY2025, the economy is expected to reach 6.5% in FY2026 as per
the RBI Monetary Policy Report (April-2025). However, with the inflationary pressures
easing, the Reserve Bank of India reduced the repo rate to 6.00% in April 2025. While
global risks persist, India's economic outlook remains strong, reinforcing its
position as a leading global economic powerhouse.

Management Discussion and Analysis
In accordance with the applicable provisions of the Master Direction
Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions,
2023 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
detailed analysis of the Company's performance is discussed in the Management
Discussion and Analysis Report, which forms part of this Report.

Corporate Governance
Your Company practices a culture that is built on core values and
ethical governance practices. Your 
Company is committed to Integrity and transparency in all its dealings
and places high emphasis on business ethics. The Board of your Company exercises its
fiduciary responsibilities in the widest sense of term and endeavours to enhance long-term
shareholder value. Company's disclosure regime is aimed at achieving best practices,
globally. 
A Report on Corporate Governance along with a Certificate from M/s. KSR
& Co, Company Secretaries LLP, Secretarial Auditor, certifying compliance with the
conditions of Corporate Governance forms part of this Report.

Ethics Framework
TheEthics & Corporate Governance framework is anchored by clearly
defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption
Policy ("ABAC"), Policy on Gifts & Entertainment ("G&E"),
Policy on Prevention of Sexual Harassment at Workplace ("POSH"), Whistle-Blower
Policy ("WB") to ensure robust Corporate Governance. New joiners are mandatorily
required to undertake e-learning modules on the Company's Code of Conduct
("COC"), POSH and ABAC. In addition to this, an Annual Compliance Declaration
Module on COC is mandated for all the employees.
The Code of Conduct and all the Company's policies are accessible
on the Company's website; in the Governance section at the web-link:
https://www.mahindrafinance.
com/investor-relations/policy-and-shareholder-information#mmfsl-policies .
The Code of Conduct Committee and the Audit Committee ensures that the
areas of Ethics & Governance framework are executed effectively and the decisions on
substantiated cases are taken in a fair, just and consistent manner across business.

Investor Relations 
During the current year, your Company has met multiple investors and
analysts both domestic and international. These sessions were undertaken through a mix of
one-on-one or group meetings. Your Company also participated in multiple domestic
conferences organised by reputed broking houses, in addition to accessing overseas
investors through Non-Deal Roadshows ("NDRs"). Having meetings in virtual format
(through conference calls and video conferencing) enabled accessing a larger investor
base.
Your Company holds quarterly and annual earnings calls through
structured conference calls and/or web-links, details of which are made available to
public through the Company's website and stock exchange(s). During these meetings/
earnings calls, the interactions are based on generally available information accessible
to the public in a non-discriminatory manner. No unpublished price sensitive information
is shared during such meetings. Your Company believes in transparent communication and
have been voluntarily disclosing critical information regarding Company's performance
through monthly/quarterly updates.

Silent period 
As a good governance practice, your Company voluntarily observes a
‘Silent / Quiet period' starting from 1st day of the start of the month after
the end of the quarter for which the financial results are to be announced till the time
of announcement of said results. During this period, no meetings with
investors/analysts/funds are held to discuss unpublished financial performance of the
Company to ensure protection of the Company's Unpublished Price Sensitive Information
("UPSI").

Consolidated Financial Statements
The Consolidated Financial Statements of your Company, its
subsidiaries, associate/joint venture for FY2025, prepared in accordance with the relevant
provisions of the Companies Act, 2013 ("the Act") and applicable Indian
Accounting Standards along with all relevant documents and the Auditors' Report form
part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Standalone
and Consolidated Financial Statements of the Company, along with relevant documents and
financial statement of each of the subsidiaries of the Company are available on the
website of the Company and can be accessed at the web-link: https://www.
mahindrafinance.com/investor-relations/financial-information .

Subsidiaries, Joint Venture(s) and Associate(s)
A report on the performance and financial position of each of the
Company's subsidiaries, associate/ joint venture is included in the Consolidated
Financial Statements and the salient features of their financial statements and their
contribution to overall performance of the Company as required under Section 129(3) of the
Companies Act, 2013 ("the Act") read with Rule 8(1) of the Companies (Accounts)
Rules, 2014, is provided in Form AOC-1, annexed as ‘Annexure A' to the
Consolidated Financial Statements and forms part of this Annual Report.

Material Subsidiary
Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations") defines a
"material subsidiary" to mean a subsidiary, whose turnover or net worth exceeds
ten percent of the consolidated turnover or net worth respectively, of the listed entity
and its subsidiaries in the immediately preceding accounting year.
Mahindra Rural Housing Finance Limited ("MRHFL") which was a
material subsidiary of the Company up to year ended 31st March 2024, did not meet the
criteria for material subsidiary as stated in regulation 16(1)(c) of the Listing
Regulations for FY2025 and accordingly MRHFL ceased to be a Material subsidiary of the
Company for FY2025.
Your Company does not have any Material Subsidiary for the Financial
year ended 31st March 2025.

Operational and performance highlights of the Company's
Subsidiary/Joint venture Companies for FY2025 are given hereunder: 
Mahindra Rural Housing Finance Limited
Mahindra Rural Housing Finance Limited ("MRHFL"), the
Company's subsidiary, engaged in the business of providing loans for purchase,
renovation and construction of homes to individuals in the low and middle income category
of the country, registered a total income of Rs 1,196.70 crore as compared to Rs 1,294.44
crore for the previous year, decrease of 7.55 % over the previous financial year. Loss
Before Tax stood atRs 304.58 crore as compared to profit before tax ofRs 4.84 crore
for the previous year. Loss After Tax stood at Rs 227.94 crore as compared to profit Rs
3.60 crore in the previous year. Company is making strategic efforts to drive enhanced
operational efficiencies.
During the year under review, MRHFL disbursed loans aggregating to Rs
2,023 crore serving more than 12,600 households as against Rs 2,071 crore in the previous
year. MRHFL is expanding its footprint in affordable housing.

Mahindra Insurance Brokers Limited
Mahindra Insurance Brokers Limited ("MIBL"), wholly owned
subsidiary of the Company (effective 22nd September 2023) is engaged in the
business of Direct and Re-insurance Broking.
During the year under review, there was growth of 4.03% in Gross
Premium facilitated for the Corporate and Retail business lines, increasing from Rs
4,555.86 crore in FY2024 to Rs 4,739.27 crore in FY2025. The Total Income increased by
13.21% from Rs 1,094.95 crore in FY2024 to Rs 1,239.59 crore in the FY2025. The Profit
Before Tax decreased by 26.02% from
Rs 167.50 crore to Rs 123.92 crore and the Profit Tax decreased by
28.12% from Rs 123.52 crore to Rs 88.78 crore during the same period.

Mahindra Manulife Investment Management
Private Limited 
Mahindra Manulife Investment Management Private Limited
("MMIMPL") acts as an Investment Manager for the schemes of Mahindra Manulife
Mutual Fund ("Mutual Fund"). As on 31st March 2025, MMIMPL was acting as the
investment manager to 24 schemes of the Mutual Fund. The in these 24 schemes rose to Rs
27,090 crore as on 31st March 2025 as compared to Rs 19,659 crore as on 31st
March 2024, delivering a growth of 38% in assets. Of these assets, Rs 24,441 crore were in
equity and hybrid schemes in March 2025, as compared to Rs 17,613 crore in March 2024, a
growth of 38.77%. MMIMPL has empaneled 34,439 distributors and now has 14,06,485 investor
accounts in these 24 schemes.
During the year under review, the total income of MMIMPL was Rs 87.71
crore as compared to Rs 63.54 crore for the previous year. The operations for the year
under consideration have resulted in a loss of Rs 10.06 crore as against a loss of Rs
27.27 crore during the previous year. MMIMPL plans to reduce losses through focus on
consistent fund performance, sales strategy aimed to build market share with key
distributors, and prudent cost management. Additionally, MMIMPL plans to enhance product
suite by launching 2-3 new funds during FY2026 to enable solutions across the risk reward
spectrum.

Mahindra Manulife Trustee Private Limited after tax of Mahindra
Manulife Trustee Private Limited ("MMTPL") acts as the Trustee to Mahindra
Manulife Mutual Fund ("Mutual Fund").
During the year, MMTPL earned trusteeship fees of Rs 99.14 lakhs and
other income of Rs 14.62 lakhs as compared to Rs 107.03 lakhs and Rs 10.29 lakhs,
respectively, for the previous year. MMTPL recorded a profit of Rs 61.82 lakhs for
the year under review as compared to profit ofRs 59.72 lakhs in the previous year.

Mahindra Ideal Finance Limited (Sri Lanka)
Your Company holds a 58.2% stake in Mahindra Ideal Finance Ltd (Sri
Lanka) {"MIFL"} with a total investment of Rs 77.97 crore. Leveraging Mahindra
Finance's expertise of over 30 years in the financial services sector and the local
management's expertise of the domestic market, MIFL is poised to build a leading
financial services business in Sri Lanka.
With improving economic and business environment witnessed in Sri
Lanka, MIFL recorded significant rebound in its business activities. The disbursement in
vehicle lending business in FY2025 was LKR 8.8 Bn, a growth of 212% over FY2024. The Gold
loan disbursements clocked 20.1 Bn, an increase of 82% over FY2024.
As at 31st March 2025, the Company's GS3 level dropped to 1.86%, which
is industry leading in the context of the Sri Lankan market. The Company achieved
year-round collection efficiency of more than 100% in FY2025. MIFL's total income for
the FY25 was Srilankan rupee ("LKR") 2,741 Mn vs LKR 2,309 Mn of FY2024. Profit
Before Tax (PBT) in FY2025 was LKR 434 Mn, an increase of 30% over FY2024 PBT of LKR 334
Mn. and Profit After Tax (PAT) in FY2025 was LKR 146 Mn, a growth 42% over FY2024 PAT of
LKR 103 Mn. MIFL continued investments in increasing its reach to grow the business. The
branch network grew to 35 branches, an addition of 5 branches in FY2025, covering the
length and breadth of the country. Investments were made in IT also to enhance the
customer and user experience.

Mahindra Finance CSR Foundation
Mahindra Finance CSR Foundation was incorporated on 2nd
April 2019 as a wholly owned subsidiary of Company registered under Section 8 of the
Companies Act, 2013 to promote and support CSR projects and activities of the Company and
its group Companies.
The foundation has obtained Registration under Section 12AA and Section
80G of the Income Tax Act, 1961 and CSR Registration Number. 

Joint Venture/Associate
Mahindra Finance USA LLC ["MFUSA"]
MFUSA's retail and dealer disbursement registered a decrease of
12.39% to USD 803.93 million for the year ended 31st March 2025 as compared to USD 917.58
million for the previous year.
Total Income increased by 5.55% to USD 82.16 million for the year ended
31st March 2025 as compared to USD 77.84 million for the previous year. Profit before tax
was relatively flat at USD 22.67 million as compared to USD 22.86 million for the previous
year. Profit after decreased by 1.61% to USD 16.93 million as compared to USD 17.21
million in the previous year. 

Changes in Subsidiaries, Joint Venture or Associate Companies during
the year
During the year under review, there were no changes in the
Company's Subsidiaries, Joint Venture/ Associate Companies.

Fixed Deposits and Loans/ Advances
Your Company offers a wide range of Fixed Deposit schemes that cater to
the investment needs of various classes of investors. These Deposits carry attractive
interest rates with superior service enabled by robust processes and technology. In order
to tap rural and semi-urban savings, your Company continues to expand its network and make
its presence felt in the most remote areas of the country.
During the year, CRISIL and India Care Ratings Private Limited (FITCH)
have reaffirmed a rating of ‘CRISIL AAA/Stable' and 'IND AAA/Stable'
respectively. your Company's Fixed Deposit program which represents highest degree of
safety and security of principal as well as timely payment of interest. Your
Company's Deposits continue to be a preferred investment avenue amongst the
investors.
Mahindra Finance accepts deposits from both retail and corporate
investors. During the year, your Company has mobilized funds to the tune of Rs 6,620.13
Crore from fixed of Mahindra Finance stood at Rs 10,926.45 Crore as on 31st March 2025,
with an investor base of over 1,01,324 investors.

Digital initiatives
Your Company continues to take rapid strides in improving its digital
footprint and enabling an end-to-end paperless process. Your Company has launched Mahindra
Finance Customer App enabling customer to enjoy multiple services and products from
Mahindra Finance under one platform.
Your Company continues to serve the investors by introducing several
customer centric measures on an ongoing basis to further strengthen its processes in sync
with the requirements of the Fixed Deposit ("FD") holders. Your Company
periodically sends various intimations via SMS, e-mails, post, courier etc., to its
investors as well as sends reminder emails to clients whose TDS is liable to be deducted
before any payout/accrual. Your Company also provides a digital platform for online
application/ renewal of deposits, online generation of TDS certificates from customer/
broker portal and seamless investment process for its employees. 
Your Company has rolled out several customer centric and technological
initiatives aimed at offering a superior experience to ones include: 
- Empowering customers to on board and avail servicing through Mahindra
Finance Customer App. 
- Improved customer experience by introducing Digi-locker based KYC
verification to increase coverage of digital on boarding.
- Introduced partial renewal of FD to reduce the hassle of rebooking
for our customers.
- Developed and integrated UPI intent flow to reduce the chances for
payment failures.
With respect to Fixed Deposits accepted by the Company there has been
no default in repayment of principal or interest on fixed deposit during the year under
review.
Your Company being a Non-Banking Financial Company the disclosures
required as per Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 read with
Sections 73 and 74 of the Companies Act, 2013, are not applicable to it.
The information pursuant to Clause 35(1) of Master Direction
DNBR.PD.002/03.10.119/2016-17 dated deposits. The 25th consolidated August 2016
issued by the Reserve Bank of deposit book India on Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions, 2016 ("NBFC
Regulations"), regarding unpaid/unclaimed public deposits as on 31st March 2025, is
furnished below: i. Total number of accounts of Public Deposits of the Company which have
not been claimed by the depositors after the date on which the deposit became due for
repayment: 3434. ii. Total amounts due under such accounts remaining unclaimed beyond the
dates referred to in clause (i) as aforesaid: Rs 3.81 crore.
Reminders are being sent to the Depositors to claim their unclaimed
amounts. Measures taken by the Company to reduce unclaimed amount include penny drop
testing, reaching out investors through SMS/ Calls/ Email/Physical Letters, assisting
nominees, legal heir on claim settlement process. Company is continuously improving and
evolving its operational practices to reduce the unclaimed amounts pertaining to Fixed
Deposits.

Transfer of Unclaimed amounts pertaining to Fixed Deposits to IEPF: 
Pursuant to Section 125 of the Companies Act, 2013 deposit holders.
Some key read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules") as amended from time
to time, matured Deposits remaining unclaimed for a period of seven years from the date
they became due for payment are required to be transferred to the Investor Education and
Protection Fund ("IEPF") established by the Central Government. Further,
interest accrued on the deposits which remain unclaimed for a period of seven years from
the date of payment are also required to be transferred to the IEPF under Section
125(2)(k) of the Companies Act, 2013. The Company, during FY2025 has transferred to the
IEPF an amount of Rs 0.35 crore being the unclaimed amount of matured fixed deposits andRs
0.05 crore towards unclaimed/unpaid interest accrued on the Deposits. The concerned
depositor can claim the Deposit and/or interest from the IEPF by following the procedure
laid down in the IEPF Rules.

Loans and Advances 
During the year under review, the Company has not given any loans and
advances in the nature of loans to its Directors or subsidiaries or associate or to firms/
companies in which Directors are interested and no such transactions were outstanding
during the year. Disclosure on transaction with Mahindra and Mahindra Limited (Promoter)
holding 52.16% in the Company, as on 31st March 2025, and other Promoter Group Companies,
is provided in note no. 51 of Audited Standalone Financial Statements for year ended 31st
March 2025.
Accordingly, the disclosure of particulars of loans/ advances, etc., as
required to be furnished in the Annual Accounts of the Company pursuant to Regulation
34[3] and 53(1)(f) read with paragraph A of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

Particulars of Loans, Guarantees or Investments in Securities 
Your Company, being an NBFC registered with RBI and engaged in the
business of giving loans in ordinary course of its business, is exempt from complying with
the provisions of Section 186 of the Companies Act, 2013 ("the Act") with
respect to loans.
Pursuant to the provisions of Section 186(4) of the Act, details with
regard to the investments made by the Company, as applicable, are given in Note no. 51
(iv) of the Standalone financial statements, forming part of this Annual Report.

Achievements 

Awards/Recognitions received by your Company during the year are
enumerated hereunder:
CSR
- Honoured with the Best CSR Initiative & Best Financial Inclusion
Initiative Award at the prestigious DNA Awards 2024.
- Mahindra Finance's ‘Swabhimaan' initiative was honoured
with the CSR Project of the Year Award 2023-24 at the India CSR Summit & Awards.

Human Resources
- Awarded for its ‘Transformational Leadership Development
Program' in the category of ‘Best Learning & Development Program of the
Year- NBFC/HFC/MFI' at the ETBFSI Exceller Awards 2024.
- Recognised as one of the best workplaces in the categories of
‘Top rated large Company' & 'Top rated financial services Company' at the
AmbitionBox Employee Choice Awards 2024.
- Awarded "Jombay's WOW Workplace Award 2025" for out
commitment to building an inspiring, employee-first workplace.
- Recognised as the ‘Best NBFC in Talent & Workforce' at
the 29th Edition of Best Banks and NBFCs Awards organised by Business Today.

Marketing
- Awarded for content film ‘Main Sambhaal Lungi' in the
category of Community Connect at the e4m Do Good Awards.
- Won the 'Location-Based Marketing Campaign of the Year' award at the
e4m Indian Digital Marketing Awards 2024.

Sustainability
- Ranked 1st at BW Business World India's Most Sustainable Companies
2024 in the Financial Services and Insurance Sector.
- Won the Gold Award for Education and Skills Development and won the
Bronze Award for Environmental Sustainability' at the ACEF Asian Business Leaders Awards
2024.
- Mahindra Finance has increased its Dow Jones Sustainability Index
(DJSI) score to '50' becoming best-in-class for listed NBFCs in India.

Employee Stock Option Scheme- 2010 and Restricted Stock Unit Plan- 2023
With a view to continue the practice of rewarding performance of the
employees, creating ownership culture and to retain, motivate and attract talent in light
of growing business your Company has adopted Restricted Stock Unit Plan namely
‘Mahindra and Mahindra Financial Services Limited-Restricted Stock Unit Plan
2023' ("MMFSL RSU Plan-2023") and Mahindra & Mahindra Financial
Services Limited Employees' Stock Option Scheme 2010 ("2010 Scheme"). 
During the year under review, your Company granted 6,49,326 Restricted
Stock Units ("RSU's") to the eligible employees under MMFSL- RSU Plan 2023.
No options were granted under the Mahindra & Mahindra Financial Services Limited
Employees' Stock Option Scheme 2010 ("2010 Scheme").
The Company does not have any scheme to fund its employees to purchase
the shares of the Company.
The 2010 Scheme and the MMFSL RSU Plan - 2023 of the Company is in
compliance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations") and there were no
amendments to the aforesaid Scheme and Plan during FY2025. A Certificate from M/s. KSR
& Co, Company Secretaries, LLP, Secretarial Auditor of the Company for FY2025,
certifying that the Company's above-mentioned Scheme and Plan have been implemented
in accordance with the SBEBSE Regulations and the resolution passed by the Members, would
be made available for inspection by the Members through electronic mode at the Annual
General Meeting ("AGM") scheduled to be held on 22nd July 2025.
The applicable disclosures as stipulated under SBEBSE Regulations for
the year ended 31st March 2025, with regards to the 2010 Scheme, MMFSL RSU Plan 2023 and
Company's stock option trust is uploaded on the Company's website and can be
accessed at the web-link: https://www.mahindrafinance.com/investor-relations/
financial-information#annual-reports .
In terms of regulation 46(2)(za) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has uploaded 2010 Scheme and MMFSL
RSU Plan-2023 on its website and the same can be accessed at
https://www.mahindrafinance.com/
investor-relations/disclosures-under-regulation-46-and-62-of-sebi-lodr

Environment, Social and Governance Sustainability Vision
Mahindra Finance has established its sustainability mission through a
board-approved sustainability policy that builds on the Mahindra Rise principles of ‘Rise
for a More Equal World', ‘Rise to Be Future Ready' and ‘Rise to
Create Value'. Thefocus of FY2025 was to lay the brickwork for long-term initiatives
aligned to the above three principles while building capacity of internal stakeholders to
integrate sustainability practices into the business operations. The priority areas for
sustainability integration into the business ethos was climate change, innovative energy
transition, inclusive policies, and stakeholder engagement. 

Climate Change
Climate change management at Mahindra Finance has a two-pronged
approach (1) protection of Mahindra Finance assets and offices from increased probability
extreme climate events and (2) reduction of the carbon footprint across the value chain. 
1) Mahindra Finance undertook a climate change scenario analysis for
the 1350+ offices of the company to understand impact from extreme climate events (flood,
drought and cyclonic events) in a worst-case scenario. The results of the scenario
analysis were published in the previous Integrated Report and a comprehensive climate
action plan was developed in-house for offices in highly prone areas. The action plan
processes for stabilizing existing office structures, creating early warning systems for
climate hazards, establishing disaster management infrastructure and integrating climate
hazard risk in the audit checklists for new facilities and periodic audits. 
Mahindra Finance has also initiated a study to map the existing vehicle
and tractor financing portfolio with climate hazard prone areas. The pilot study will be
integrated into the FY2026 climate strategy to de-risk the company from increased cases of
default and non-performing assets due to extreme climate events. The then be rolled out
for other business verticals of Mahindra Finance. 
2) Thelong-term targets for reduction of the carbon footprint across
the value chain was declared through Science Based Targets Initiative (SBTi) in FY2023 and
defined in the previous Report. The targets focus on a 50.4% reduction in direct emissions
(Scope 1) and indirect emissions (Scope 2) as of FY2032 compared to the baseline values
determined in FY2023. The targets also include a 58.1% reduction in indirect emissions
(Scope 3) across the same timeline for specific activities in the value chain purchased
goods and services, business travel, employee commute, waste generation, and purchased
capital goods. Sustainability initiatives in FY2025 focused primarily on waste reduction
through 100% recycling of waste streams and energy transition that has resulted in a ~20%
reduction of energy usage compared to FY2023 baseline values. The efforts have resulted in
a net reduction of absolute scope emissions (scope 1-3) by 11,300+ tonnes compared to
previous year.

CO2

Innovative Energy Transition
Mahindra Finance has built on the energy reduction initiatives that had
been commissioned in FY2023 including 100% conversion to light emitting diodes (L.E.D.),
procurement of 5* energy saving air conditioners, solar-powered air conditioners, and
installation of brushless DC motor (BLDC) fans. A pilot program for the purchase of green
energy at the Mahindra Finance corporate office in Kurla, Mumbai was initiated in November
2024 with intentions to expand across other Mahindra Finance offices in locations where
the regulatory landscape permits the purchase of green tariffs. The above energy
initiatives have contributed to reduced energy costs, reduced emissions from purchase of
grid-based energy (Scope 2) and use of newer safer technology in active defines Inclusive
Policies
Mahindra Finance announced its membership to the United Nations Global
Compact (UNGC) in FY2024 to show its commitment to human rights, good working conditions
and ethical practices in the workplace. In FY2025, a Human Rights Due Diligence (HRDD)
study was commissioned to evaluate the human rights policies and procedures, conduct
consultations with employees across levels to determine on-ground implementation of these
procedures, review efficacy of data privacy programs and extension of the above to major
suppliers in the value chain. The results of the study will be implemented in FY2026 to
strengthen pilot study will the human rights process across the Mahindra Finance value
chain. 
Training programs on the human rights topics was expanded to the entire
workforce in FY2025 including the incorporation of these topics in the employee induction
and refresher programs. Diversity, equity & inclusion (DE&I) programs were
expanded in FY2025 to include impactful gender representation initiatives, localized
Employee Resource Groups (ERGs), progressive policies fostering workplace equity, and
focused employee sensitization efforts to promote an inclusive culture.

Looking Forward to FY2026 on Sustainability
The focus of FY2026 is to build on sustainability initiatives that have
commissioned in FY2025 and to better integrate sustainability into the business
operations. A dedicated sustainability department has been created in FY2025 to ensure
adequate allocation of resources for the long-term sustainability vision and to increase
senior management oversight on the topic. The mandate of the CSR board sub-committee has
been expanded in the latter half of FY2025 to incorporate updates on the sustainability
performance of the company and to approve sustainability policies and procedures.
Operational committees with key departments including HR, risk and finance are being
formulated in FY2026 to ensure integration of sustainability topics in day-to-day
management. The process of integrating Environment, Social and Governance (ESG) risk
management into the business loan cycle is being developed to align with global
expectations on a sustainable investment strategy. 
A big focus of the next financial year is to align with the Mahindra
Rise commitment of "Making Sustainability Personal" by creating training and
capacity building programs for internal and external stakeholders to better understand and
integrate sustainability in business as usual. Standard Operating Procedures
(‘SOPs') and digital tools are being evaluated to standardize sustainability
reporting methodologies and ease the process of data gathering and reporting. Training
programs are being developed in parallel for department heads to understand global trends
in sustainability and to be able to efficiently integrate the topic in their functional
responsibilities on a day-today basis. 

Social Initiatives - Diversity, Equity, and Inclusion
("DE&I")
Diversity, Equity, and Inclusion (DE&I) remain central to Mahindra
Finance's vision of fostering a workplace that values and empowers every individual. In
FY2025, focused efforts were made to address gender gaps, promote equity, and embed
inclusive practices across the organization, with a commitment to continued progress in
the years ahead.
- Empowering Women:
Initiatives like Prarambh provided specialized training to women from
Tier III and Tier IV cities, resulting in over 150 hires in frontline roles. The SOAR
Program enabled women professionals to return to impactful roles after career breaks with
support enabled through carefully crafted mechanisms. Focused recruitment drives across
50+ locations introduced diverse talent into key positions across
branches.
- Progressive Policies:
Policies such as maternity transition support, IVF reimbursement,
menstrual wellness, caregiving assistance, and gig working opportunities were enhanced to
create equitable opportunities and address the evolving needs of the workforce.
- Fostering inclusion:
Inclusion-focused programs like MWoW (Mahindra Finance World of Women)
established 7 regional ERGs to address hyper-local challenges and create platforms for
growth and engagement. Initiatives like Perspective Building, Spectrum'24 Inclusion
Week, which engaged over 5,000 employees, and sensitization workshops such as Beat the
Bias, Leading as an Ally, drove awareness and allyship across teams.
- Recognition and Future focus:
Mahindra Finance was awarded the Mahindra Group Rise Award for its
DE&I efforts. Participation in forums and thought leadership platforms reinforced the
organization's commitment to driving systemic change and fostering inclusive growth.
Looking ahead, DE&I will continue to be a key focus area, with
plans to scale initiatives, deepen impact, and build a workplace that reflects Mahindra
Finance's purpose-driven approach to empowering lives and communities.

Stakeholder Engagement
A stakeholder engagement program has been defined and disclosed in the
previous Integrated Reports. During FY2025, the stakeholder engagement program focused on
two stakeholder groups namely, local communities and customer interface teams. 
Mahindra Finance understands the importance of effectively managing the
customers and provide a seamless experience. To address this the Company has undertaken
strong steps in call centre management, which is now available 365 days (except national
holidays) and serves 10 different languages. Your Company has also undertaken skill
upgradation training programs for customer facing staffs to help address queries
seamlessly. A dedicated centralised resolution team has also been created to provide
bureau related concerns with less turnaround time. Through these initiatives, your Company
aims to increase the customer satisfaction index and address customer queries in a shorter
period of time.

Business Responsibility and Sustainability Report 
Your Company continued to uphold a high standard of regulatory
compliance and transparency through disclosure of sustainability initiatives in the public
domain. In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has disclosed its Business
Responsibility and Sustainability Report ("BRSR") for the previous two financial
years as part of its Integrated Report ("IR"). Your Company has increasingly
disclosed data on ‘leadership indicators' in BRSR over the last three years and
is currently reporting on all leadership parameters the nine principles of ‘BRSR
Section C Principle Wise Performance Disclosure.'
Your Company subscribes to the Dow Jones Sustainability Index
("DJSI") program where it has achieved a score of ‘50' in FY2024 that
is best-in-class when compared to other listed NBFCs in India. 

Governance
Your Company's sustainability team has followed two environmental and
social (E&S) scorecard methodologies in FY2025 risk management and outcome-based
performance matrices. The E&S risk management scorecard has been integrated into the
Internal Capacity Adequacy Assessment Process (ICAAP) with modules related to ESG policy,
sustainability roadmap, exclusion list principles, carbon reduction, energy transition,
climate transition risk management and audit scope parameters. Additionally, a business
scorecard is developed for the sustainability team that focuses on scope emission
reduction targets, supply chain engagement and Mahindra Group collaboration. The score
from the above processes is also integrated into the CXO compensation matrix for the
financial year to ensure senior management oversight on sustainability issues. 
Your Company engages with the larger Mahindra Group resources through a
quarterly ‘Sustainability Council' where challenges and opportunities across the
group are discussed and commonalities are jointly addressed. The Sustainability Council
also provides an opportunity for cross-training of sustainability personnel and sharing of
case studies. An independent agency within Mahindra Group Mahindra Institute of Quality
(MIQ), independently reviews the performance of Mahindra Finance sustainability policies
and procedures. 

Integrated Reporting
Your Company is pleased to present its holistic performance for FY2025,
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.

Corporate Social Responsibility (CSR) 
Established in 1991, Mahindra Finance, a leading NBFC is a proud
partner of India's growth, taking financial services to the farthest corners of the
country. We are continually adapting to the evolving needs of our customers, leveraging
technology and our strategic partnerships to widen the ambit of and access to financial
services while remaining committed to our in social responsibility. Led by our
#TogetherWeRise ethos, we build abiding relationships of trust with our communities and
strives to become an asset in the communities where we operate. Your Company's
Corporate Social Responsibility (CSR) initiatives focus on areas, namely Education &
Livelihood, Healthcare and Environment. We believe in providing opportunities to the
underprivileged communities to enable them to rise by designing the areas of interventions
that are aligned with the Company's purpose to drive positive change in the lives of
our communities. Together, we are paving the way for a brighter tomorrow for all.

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 as on 31st March 2025:

  

    
Name
    
Category
  
  

    
Mr. Diwakar Gupta (Chairperson)*
    
Independent Director
  
  

    
Mr. Vijay Kumar Sharma**
    
Independent Director
  
  

    
Mr. Raul Rebello***
    
Managing Director & CEO
  

* Mr. Dhananjay Mungale ceased to be member and the Chairperson of the
CSR Committee with effect from 23rd July 2024. Mr. Diwakar Gupta was appointed as the
member and the Chairperson of the Committee with effect from 24 th July 2024. ** Mrs. Rama
Bijapurkar ceased to be member of the CSR Committee with effect from 23rd July 2024. Mr.
Vijay Kumar Sharma was appointed as the member of the Committee with effect from 24th July
2024. *** 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 30th April 2024.
During the year under review, 3 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. During the year under
review, the terms of reference of CSR Committee were enhanced to specifically include
enhanced review of Environment, Social and Governance aspects ("ESG").

2. CSR Policy
The CSR Policy outlines the approach and guidance provided by the
Board, basis recommendation of CSR Committee, for undertaking CSR Projects and lays down
the guiding principles for selecting, implementing and monitoring CSR projects including
Annual Action Plan. The Policy outlines CSR thrust areas, which align with the Mahindra
group core purpose of driving positive change in the lives of the communities. Company
endeavors to create social, economic and environmental change by investing in projects
that promotes education, skill training, health care, sanitation, environmental
sustainability, financial literacy etc.
The CSR Policy including a brief overview of the projects or programs
undertaken by the Company can be accessed the same on the website of the Company at:
https://www.mahindrafinance.com/
investor-relations/policy-and-shareholder-information#mmfsl-policies

3. CSR Initiatives

Key CSR Achievements for FY2025
(i) ‘Dhan Samvaad'- CSR Flagship Program
Your Company has launched CSR flagship program "Dhan Samvaad"
which addresses a critical need among gig workers and nano, micro-enterprises, who often
lack access to formal financial education and digital tools. By bridging this knowledge
gap, the initiative aims to foster financial inclusion and enhance the economic resilience
of this vital segment of the workforce. 
Thecomprehensive program covers a wide range of topics, including
banking basics, savings strategies, e-wallet usage, investment fundamentals, insurance
principles, and key government schemes. Through a combination of interactive workshops,
online modules, and hands-on training, participants gained practical skills to manage
their finances effectively in the digital era. 
The program also focused on raising awareness as well as increased
linkages about relevant central and state level government schemes for amongst targeted
beneficiaries while providing information and hands-on support for using digital tools
like Digi Locker. 
Dhan Samvaad is a significant effort to empower individuals and small
businesses with the financial knowledge necessary for sustainable development. This
program played a crucial role in creating a more financially savvy and digitally empowered
community, ultimately contributing to India's economic progress. Resources used during the
program are aligned with the Reserve Bank of India (RBI)'s Financial Inclusion and
Development program.
Major highlights of the Dhan Samvaad program includes,
- Total outreach - 2,07,700+ beneficiaries educated on financial and
digital literacy, boosting their digital and financial skills
- 77,800+ of the total outreach (37%) are Women Entrepreneurs: Enabling
Women Entrepreneurs
- 1,57,000+ (76%) individuals enhanced digital identity by adopting the
Digi Locker app.
- 1,37,000+ (66%) individuals were linked with different Government
social security schemes namely PMSBY, PMJJBY, E- Shram Card, Sukanya Samriddhi Yojna,
Udyam Registration, Atal Pension Yojana etc. 
- Covered 40+ Districts, 7 States reaching diverse communities.

(ii) Saksham Scholarship Project
Saksham Scholarship for underprivileged students is an initiative to
provide financial assistance to underprivileged children to support them in continuing
their education. 
project believes in empowering the academic The and career goals of
children by removing the financial barrier. The scholarship is open for students from
multiple states across India. Students studying in Classes 1 to 12, graduation, and
post-graduation levels are eligible. In FY2025, your Company provided Saksham Scholarship
to around 2,960+ scholars. 

(iii) E/Auto Rickshaw driving training for women
Your Company continued E/Auto Rickshaw driving training for women.
Under this project, eligible women were supported with skill training to drive an auto/ E
auto/ Utility vehicle and help them obtain livelihood opportunities. Along with the
vehicle driving skills, women were supported to obtain driving licenses. Self-defence
skills, interpersonal skills and financial and digital skills were also imparted as part
of this project. Further women were encouraged to take to the jobs as chauffeurs and
self-employment. 
In FY2025, your Company trained 550+ women through this project from
Madhya Pradesh, Tamil Nadu and Puducherry. These women received permanent driving license
along with Level 4 Skill India Certificate and placement linkages.

(iv) Employability skills training project
This project creates a cadre of workforce with essential employability
skills including domain knowledge and soft skills. Provided skill training to youth for
BCBF (Business Correspondent & Business Facilitator) and iTES-BPO (Information
Technology Enabled Services) and make them job ready and resilient for the future and
improve their livelihood. 
In FY2025, your Company provided employability skills training to 210+
candidates in Mumbai, Maharashtra along with placement linkages to 170+ candidates. 

(v) Nanhi Kali
Project Nanhi Kali provides skills training to girls studying in Grades
6 to 10 thereby helping them to make a smoother transition from school to the workplace.
The program focuses on honing essential skills, encompassing financial
literacy, digital skills, soft skills such as critical thinking and communication, and
fostering an understanding of gender relations. This will be delivered during school
hours. 
It also focuses on physical education modules wherein a professionally
designed sports education module exclusively for girls gives them an opportunity to
participate in regular fitness activities thereby promoting their well-being. The program
further helps build leadership skills and teamwork while striving for excellence through
sports. 
Your Company supported the education of 14,630 Nanhi Kalis from
Secondary school (Class 6 to 10) for the academic year 2024-25 across 12 districts from 5
states in India.

(vi) Mahindra Pride Classroom (MPC)
Your Company continued its support to Mahindra Pride Classroom (MPC)
project to reach out to marginalised women to create job opportunities in various sectors
and enable women to become financially independent and participate actively in the
workforce. 
Under this program, we conducted minimum 40 hours training for 47,800+
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.

(vii) 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 trades covered are ITES, retail, hospitality, BFSI and other sectors. By
addressing the unique requirements of the job market and emphasizing the development of
both technical and soft skills, the model aims to equip women with the knowledge, skills
and needed to succeed in their careers. As part of this initiative, 1,000 women were
trained under IT / ITES, retail, coding, hospitality, Tally, IT & GST and 80% of the
trained women supported in securing a gainful employment. 

(viii) Project Hariyali
With an aim of sustainable environment, your Company promoted
plantation of trees which provides green cover as well source of livelihood to
farmers/local communities. 
In FY2025, your Company planted 77,000 samplings on around 570
farmer's land from 30 villages in two districts in Gujarat. The plantation includes a
mix of native and fast-growing species like Teak, Mahagony, Bamboo, Drumstick, Aonala,
Mango, Neem etc. which enhance carbon sequestration and improve local biodiversity. 
Additionally, it provides income sources for small and marginal farmers
through sustainable forestry. Further it engages communities in environmental stewardship
and raises awareness about climate change. 
Also, your Company supported the maintenance (nurturing and caring) and
survival of previously planted saplings in the Financial Year 2023-24 and 2022-23 as part
of Project Hariyali in the Araku region, Andhra Pradesh.

(ix) Water Conservation Project
As part of Environmental Sustainability, your Company has been
championing the water conservation cause over 3 years in the remote tribal areas of Murbad
and Shahapur blocks in Thane district, Maharashtra. Through these consistent efforts, over
8.7 crore litres of water have been conserved, ensuring access to water for household and
agriculture purpose, enabling farmers to take multiple crops.
In FY2025, your Company made Investment in sustainable water resource
management projects such as construction of 11 Rainwater Harvesting Structures in zilla
parishad schools conserving over 0.46 crore Liters of water. Built/repaired 3 check dams
and desilting of a Lake, creating potential to save over 2.45 crore liters of water in the
surrounding areas. Through this project, we expect to consere 2.91 crore litres of
rainwater for irrigation, ensuring water accessibility round the year for household and
farming purpose, thus enabling farmers to take up 2-3 crops in a year and supporting 2,800
beneficiaries.

(x) Project Sehat
In the area of healthcare, your Company organized nationwide blood
donation drives in which 4,279+ Blood Units were collected, Pan India. Your Company also
conducted 2 health camps, benefiting 300 individuals. 

Employees Volunteering 
Your Company has consistently fostered a culture of social
responsibility by encouraging employees to actively participate in diverse CSR
initiatives, driving meaningful change within the community. During the reporting period,
over 23,250 employees an impressive 91% of the workforce dedicated more than 1,10,600
person-hours to numerous impactful virtual and physical CSR initiatives. These initiatives
included life-saving Blood Donation drives, transformative Swachh Bharat campaigns, and
empowering programs like Samantar, Sehat, and Gyandeep. Through these efforts, your
company has reaffirmed its unwavering commitment to creating a positive and lasting impact
on society.

Stakeholder Engagement - In FY2025, your company organized the
"Partner Meet" on 11th February 2025, bringing together 28 representatives from
15 implementation partners for a day dedicated to collaboration, networking, and knowledge
sharing. This impactful stakeholder engagement provided an invaluable opportunity to
strengthen partnerships, interact with senior management, and exchange best practices
among diverse implementation partners, fostering collective growth and innovation. During
the event, your Company celebrated excellence by honoring four of its partners (NGOs) with
the prestigious title of "Best CSR Implementation Partners 2025," while
extending tokens of appreciation to the remaining partners, acknowledging their remarkable
contributions. Furthermore, the meet featured a capacity-building workshop on
"Appreciative Inquiry A Tool for Personal and Organizational Effectiveness,"
equipping attendees with transformative strategies to enhance their impact. This
initiative underscores your company's unwavering commitment to driving meaningful
collaboration and empowering its partners to achieve greater success in CSR
implementation.

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 FY2025 was
Rs 34.58 Crore against which your Company has spentRs 34.61 Crore during the year. Your
Company has fully spent unspent CSR amount of FY 2024 towards ongoing program on Financial
& Digital Literacy Project., details whereby are given in "Annexure I"
of this report.
Further, in terms of the CSR Rules, the Chief Financial Officer of the
Company has certified that the funds disbursed have utilised for the purpose and in the
manner approved by the Board for FY2025.

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 I"
of this Report.

6. Impact Assessment of CSR Projects
In compliance with the provisions of Section 135 of the Companies Act
2013 read with sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, impact assessment has been carried out for the
following eligible projects:
CSR projects pertaining to FY2022 requiring Impact Assessment
- Nanhi Kali
- Mahindra Pride School & Classrooms
- Women economic empowerment
CSR projects pertaining to FY2023 requiring Impact Assessment
- Swabhimaan
Your Company had engaged independent agencies to carry out the impact
assessment for the aforesaid projects. The Executive Summary of the Impact Assessment
Reports, with respect to the abovementioned eligible CSR projects of FY2022 and FY2023, is
annexed with "Annexure I" of this Report and the complete Impact
Assessment Report of the applicable projects can be accessed at the web-link
https://www.mahindrafinance.com/ together-we-rise#csr-reports. Additionally, your Company
has been proactively conducting an impact assessments of the selected CSR projects on a
voluntary basis to evaluate the effectiveness. As a testament to its commitment to
exemplary corporate governance, the Company also undertakes voluntary financial audits to
ensure transparency and accountability. The executive summary and web-links of impact
assessment reports with respect to Company's CSR projects undertaken in FY2024 which
meet the prescribed criteria, will be provided once the same are completed.

Cyber Security
Your Company has made significant strides in bolstering
organization's cybersecurity framework to safeguard both internal and customer data.
In an era where digital threats are increasingly sophisticated, we have prioritized the
implementation of robust measures to ensure the integrity, confidentiality, and
availability of critical information assets.
To enhance your organization's defence, we have deployed a suite
of advanced cybersecurity tools tailored to address current and evolving risks. These
include systems to prevent unauthorized data exfiltration, comprehensive threat detection
and response mechanisms, real-time monitoring and analysis solutions, protective measures
for our online assets, and solutions to secure our mobile endpoints. These tools
collectively form a multi-layered shield around our digital infrastructure and processes.
In addition, your Company has established a 24/7 Security Operations
Centre (SOC) dedicated to monitoring cybersecurity alerts and responding to incidents
immediately to initiate remedial measures. This ensures that potential threats are
identified and mitigated swiftly, minimizing any risk to our operations or data.
Your Company has also significantly improved, organization's
vulnerability management process by automating scanning and remediation efforts. By
leveraging industry-leading scanning and patching tools, we have streamlined the
identification and resolution of vulnerabilities, thereby enhancing our overall security
posture.
To validate the effectiveness of these investments, management is also
conducting Red Team assessment by an external certified entity. These proactive
assessments test your organization's cyber defences under real-world conditions,
ensuring that the tools and processes we have implemented deliver the expected resilience
and protection.
These enhancements reflect our unwavering commitment to safeguarding
the trust placed in us by our customers, partners, and you, our shareholders. 

Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with rule 11 and 12 of the Companies (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 .

Board & Its Committees Board
Your Company recognises and embraces the importance of a diverse Board
in its success. The confluence of 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 2025, the Board of your Company consisted of 8
Directors comprising of a Non-Executive Chairperson, 1 Executive Director, 2 Non-Executive
Non- Independent Directors and 4 Independent Directors, of whom 1 is a woman Director.

Committees constituted by the Board of 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.

Audit Committee
As on 31st March 2025, the Audit Committee comprised of 3 Independent
Directors and 1 Non-Executive Non-Independent Director:

  

    
Name
    
Category
  
  

    
Mr. Diwakar Gupta
    
Chairperson of the Committee (Independent Director)
  
  

    
Mr. Milind Sarwate
    
Independent Director
  
  

    
Mr. Vijay Kumar Sharma
    
Independent Director
  
  

    
Mr. Amarjyoti Barua
    
Non-Executive Non- Independent Director
  


Changes in Audit Committee Members during
FY2025:
- Mr. Dhananjay Mungale, Mrs. Rama Bijapurkar ceased to be Member of
the Committee effective 23rd July 2024 and Mr. Chandrashekhar Bhave ceased to be
Chairperson and Member(s) of the Committee effective 2nd February 2025; upon completion of
their 2nd term as Independent Director(s) of the Company.
- Mr. Diwakar Gupta was appointed as Chairperson of the Committee w.e.f
3rd February 2025. is in compliance The with the minimum requirement prescribed under the
Act, Securities and Exchange board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended and the Master Direction Reserve Bank of India
(Non-Banking Financial Company Scale Based Regulation) Directions, 2023 of having a
minimum of two-thirds of independent directors, including the Chairperson. 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, 11 Audit Committee Meetings were held.
Further, the terms of reference of the Audit Committee were enhanced during the year under
review to specifically include review of compliances under RBI directions/ circulars/
guidelines, review of POSH Report and its policy, information security audit/ policy etc.
All the recommendations of the Audit Committee were approved and accepted by the Board
during the year under review.

Meetings and Postal Ballot
The Board of Directors met 9 times during the year under review i.e.,
on 23rd April 2024, 4th May 2024, 7th June 2024, 23rd
July 2024, 13th September 2024,
22nd October 2024, 28th January 2025, 13th February 2025 and
24th March 2025, 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 34 th AGM of the Company was held on 23rd July 2024 through Video
Conference.
During the year under review, no Extraordinary General Meeting
("EGM") of the Members was held and no resolution was passed by the Members
through Postal Ballot.
Detailed information on the Meetings of the Board, its Committees, 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.

Meetings of Independent Directors
The Independent Directors met twice during the year under review, on
24th September 2024 and 24th March 2025. The Meetings 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 Chairperson 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.

Directors and Key Managerial Personnel
Appointment/Re-appointment of Directors during FY2025 and up to the
date of this report
- Re-appointment of Mr. Milind Sarwate (DIN: 00109854) as an
Independent Director 
Basis approval /recommendation of the Nomination and Remuneration
Committee ("NRC") and the Board, the members of the Company have at the Annual
General Meeting held on 28th July 2023, approved the re-appointment of Milind Sarwate
(DIN: 00109854) as Independent Director of the Company for a second term of five
consecutive years each, commencing from 1st April 2024 to 31st March 2029 (both
days inclusive) not liable to retire by rotation.
- Appointment of Mr. Raul Rebello (DIN: 10052487) as the Managing
Director & CEO 
Basis recommendation/ approval of NRC and the Board of Directors, the
Members of the Company had approved appointment of Mr. Raul Rebello (DIN: 10052487), as
the Whole-time Director and KMP designated as Executive Director and MD &
CEO-designate with effect from 1st May 2023 to 29th April 2024 (both days
inclusive) and as the Managing Director & CEO of your Company with effect from 30 th
April 2024 up to 30th 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., 30th 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. Vijay Kumar Sharma (DIN: 02449088) as an
Independent Director
Pursuant to the recommendation of the NRC and basis approval of the
Board of Directors of the Company, the members of the Company have at the Annual General
Meeting held on 23rd July 2024, approved appointment of Mr. Vijay Kumar Sharma (DIN:
02449088) as an Independent Director for a term of 5 consecutive years with effect from 15th
May 2024 to 14th May 2029 (both days inclusive), not liable to retire by rotation. 

Cessation of Directors
- Upon attaining superannuation, Mr. Ramesh Iyer (DIN: 00220759) ceased
to be the Vice-Chairman & Managing Director of your Company effective close of
business hours of 29th April 2024. 
- Mr. Dhananjay Mungale, (DIN: 00007563) and Mrs. Rama Bijapurkar (DIN:
00001835) ceased to be Independent Director(s) of your Company effective close of business
hours of 23rd July 2024, upon completion of their second term of 5 consecutive years each
as Independent Director(s) of the Company.
- Mr. Chandrashekhar Bhave (DIN: 00059856) ceased to be the Independent
Director of your Company effective close of business hours of 2nd February 2025, upon
completion of his second term of 5 consecutive years each as an Independent Director of
the Company.
Board of Directors places on record its deepest The appreciation for
the exemplary contribution, strategic foresight, innovative thinking, and steadfast
commitment to excellence of Mr. Ramesh Iyer, which propelled Mahindra Finance to great
heights. The Board is confident that the Company will continue its growth trajectory under
the able leadership of Mr. Raul Rebello, Managing Director & CEO.
The Board also places on record its sincere appreciation to the
valuable contribution made by Mr. Dhananjay Mungale, Mrs. Rama Bijapurkar and Mr.
Chandrashekhar Bhave during their association as Independent Directors. 
During the year under review, no Independent Director of your Company
resigned from the Company.

Retirement by Rotation
In terms of provisions of Section 152 of the Companies Act, 2013, Mr.
Ashwani Ghai (DIN: 09733798), Non-Executive Non-Independent Director is liable to retire
by rotation and, being eligible, has offered himself for re-appointment at the 35th Annual
General Meeting of the Company scheduled to be held on 22nd July 2025.

Re-appointment of Independent Directors
The first term of Dr. Rebecca Nugent (DIN: 09033085) as an Independent
Director of the Company will expire on 4th March 2026. She is eligible and has
consented for re-appointment as an Independent Director for a second term of 5 consecutive
years. Dr. Nugent has undertaken the online proficiency self-assessment test.
Basis the performance evaluation report, skill sets, experience and
substantial contribution made by Dr. Nugent during her 1st term, the Board is of the
opinion that Dr. Nugent holds high standards of integrity, expertise and experience
(including the proficiency). Basis recommendation of NRC, the Board of Directors have
subject to approval of the members of the Company re-appointed Dr. Rebecca Nugent (DIN:
09033085), as an Independent Director of the Company for a second term of 5 consecutive
years, w.e.f. 5th March 2026 to 4th March 2031 (both days
inclusive), not liable to retire by rotation. The necessary resolution seeking approval of
the members of the Company has been incorporated in the Notice of the 35th Annual General
Meeting.

Fit and Proper and Non-Disqualification declaration by Directors
All the Directors of the Company have provided annual confirmation that
they 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 19th
October 2023, as amended, and that they are not disqualified from being
appointed/continuing as Directors in terms of Section 164 (1) and (2) of the Companies
Act, 2013.

Declaration by Independent Directors
All the Independent Directors of your Company have given their
declarations and confirmation that they fulfil the criteria of Independence as Section ce
of Chief 149(6) of the Companies Act 2013 and Regulation16(1)(b)oftheSEBI
(ListingObligations Personnel and Disclosure Requirements) Regulations, 2015 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 without any external influence.
Further, the Board after taking 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 Indian Institute of Corporate Affairs, Manesar
(‘IICA') and the said registration is renewed and active as on the date of this
report. Further, the said registration will be renewed, before expiry as applicable, and
kept active by the Independent Directors.
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.

Key Managerial Personnel 
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 31st March 2025:
1. Mr. Raul Rebello, Managing Director & CEO
2. Mr. Pradeep Kumar Agrawal, Chief Financial 
3. Ms. Brijbala Batwal, Company Secretary

Changes in Key Managerial Personnel
- Mr. Ramesh Iyer ceased to be the Vice-Chairman & Managing
Director of your Company on attaining superannuation with effect from close of business
hours of 29th April 2024. 
- Mr. Raul Rebello ceased to be the Executive Director and MD & CEO
Designate with effect from 29 th April 2024 and assumed the office of Managing
Director & CEO with effect from 30th April 2024. prescribed under - offi
Mr.VivekKarveresignedfromthe Financial ("KMP") of the Company with effect from
close of business hours of 31st October 2024 to pursue personal, social and professional
interest beyond full time employment.
- In compliance with Regulation 26A(2) of the Listing Regulations, Mr.
Animesh Chatterjee was appointed as the Chief Financial and KMP, for interim period i.e.
from 29th January 2025 till 4th March 2025. declarations/
- Mr. Pradeep Kumar Agrawal was appointed as the Chief Financial
Officer of the Company effective 5 th March 2025.

Directors' Responsibility Statement 
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 2025, the applicable accounting standards have been followed and there are no
material departures in adoption of these standards;
ii. They had in consultation with the Statutory Auditors selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2025 and of the profitof 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
31st March 2025 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 2025;
vi. Theyhave devised proper systems to ensure compliance with
provisions of all applicable laws and that such systems were adequate and operating
effectively during the financial ended 31st March 2025;

Performance Evaluation of the Board
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 in 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 Nomination and Remuneration Committee ("NRC") comprising of Mr. Diwakar
Gupta as the Chairperson and Dr. Anish Shah, Mr. Milind Sarwate and Mr. Vijay Kumar Sharma
as its members:

  

    
Evaluating body
    
Evaluatee
    
Broad criteria and parameters of
    evaluation
    
Process of evaluation
  
  

    
The Board, the NRC and the Independent Directors
    
The Board as a whole
    
Review of fulfilment of Board's responsibilities
    including Strategic Direction, financial reporting, risk management framework, ESG,
    Grievance redressal, succession planning, knowledge of industry trends, diversity of Board
    etc. and feedback to improve Board's effectiveness.
    
Internal assessment through a structured and separate rating
    based questionnaire for each of the evaluations.
  
  

    
The Board
    
The Committees of the Board (separately for each Committee)
    
Structure, composition, attendance and participation,
    meetings of Committees, effectiveness of the functions handled, Independence of the
    Committee from the Board, contribution to decisions of the Board etc.
    
The evaluation is carried out on a secured online portal
    whereby the evaluators are able to submit their ratings and qualitative feedback, details
    of which are accessible only to the NRC Chairperson.
  
  

    
The Board, the NRC, and the Independent Directors
    
Independent Directors including those seeking re-appointment,
    Non- Independent Directors, and the MD (excluding the Director being evaluated)
    
Qualifications, experience, skills, independence criteria,
    integrity of the Directors, contribution and attendance at meetings, ability to function
    as a team and devote time, fulfilment of functions, ability to challenge views of others
    in a constructive manner, knowledge acquired with regard to the Company's business,
    understanding of industry, fairness and transparency demonstrated, adequacy of resource
    staffing etc.
    
The NRC also reviews the implementation and compliance of the
    evaluation exercise done annually.
  
  

    
The Board, the NRC and the Independent Directors 
    
Chairperson 
    
Skills, expertise, effectiveness of leadership, engagement
    with other Board members during and outside meetings, allocation of time to other
    
The results and outcome effective are evaluated, deliberated
    upon and noted by the Independent Directors, the NRC and the Board at their respective
    meetings.
  
  

    

    

    
Board members at the meetings and ability to steer the
    meetings, commitment, impartiality, ability to keep shareholders' interests in mind,
    effective engagement with shareholders during general meetings etc.
    

  

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 as amended and merged
with SEBI Master Circular dated November 11, 2024 and are in line with the criteria and
methodology of performance evaluation approved by the NRC. 

Outcome and results of the performance evaluation 
All the Directors of your Company as on 31st March 2025
participated in the evaluation process. The Directors expressed their satisfaction with
the Evaluation process. During the year under review, NRC ascertained and reconfirmed that
the deployment of "questionnaire" as a methodology, is effective for evaluation
of performance of Board and Committees and Individual Directors.
The evaluation outcomes for the year under review were deliberated upon
at length with the Board members, Committee Chairpersons and Individual Directors. The
results underscore a good level of engagement and diligence by the Board and its various
committees, and by the senior leadership.
It was noted that the Board and Committee meetings are meticulously
planned and conducted withefficiency, in terms of comprehensive pre-reads being sent well
in advance, and constructive participation and deliberations at the meeting led by the
Chair. This enabled the Board and Committees to discharge their role effectively and focus
on governance and internal controls.
During the year under review, the terms of reference of the Board and
Committees were revisited with a view to aligning the same with regulatory expectations,
and best group and industry practices, so as to bring renewed focus on review matters.
Board members were appreciative that during the year under review, the
Board and its Committees performed their role well, particularly in the areas of financial
discipline, strategic direction, compliances, succession planning and performance review.
Based on the outcome of the evaluation of the year under review, the Board has agreed to
deepen its focus on ESG, risk management and oversight of subsidiaries, with continued
focus on maintaining high standards of performance and governance, to enhance the value
for all its stakeholders.

Familiarisation Programme for Directors 
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 are 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 the Committees with updations, if any, are shared with all the
Board Members on a quarterly basis. Independent Directors meet the business and functional
heads and provide their inputs and suggestions on strategic and operational matters at the
quarterly Board/Committee Meetings.
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 web-link: 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.

Policies on Appointment of Directors and Senior Management and
Remuneration of Directors, Key Managerial Personnel and Employees: i) Policy on
Appointment of Directors and Senior Management and succession planning for orderly
succession to the Board and the Senior Management
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, succession planning for
Directors and Senior Management, and the Talent Management framework of the Company. 
During the year under review, the Policy was amended to, inter-alia
align with the amendments in the Listing Regulations.
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 Remuneration Policy for Key
Managerial Personnel, Senior Management and other Employees of the Company
Your Company has also adopted the Policy on Remuneration of Directors
and the Policy on Remuneration of 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, Master Direction Reserve Bank of India (Non-Banking Financial Company
Scale Based Regulation) Directions, 2023 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, introduce
certain standard clauses for better articulation.
The Remuneration Policy for Key Managerial Personnel, Senior Management
and other employees was amended during the year under review to inter-alia, align with the
amendments in the Listing Regulations, and provide flexibility in compensation
structuring. 
Thesaid Policies are uploaded on the website of the Company and can be
accessed at: https://www.
mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies 

Adequacy of Internal Financial Controls with Reference to the Financial
Statements
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 was 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.

Joint Statutory Auditor's certification on internal financial
controls
The Joint Statutory Auditors of your Company viz. M/s. M M Nissim &
Co LLP, Chartered Accountants and M/s. M.P. Chitale & Co., Chartered Accountants have
examined the internal financial controls of the Company and have submitted an unmodified
opinion on the adequacy and operating effectiveness of the internal financial controls
over financial reporting as at 31st March 2025.

Internal Audit Framework
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. internal audit approach
verifies compliance with the operational and system related procedures and controls. The
Internal Auditor reports to the Audit Committee of the Board.

Separate meetings between the Head of Internal Audit and the Audit
Committee
Separate meetings between the Head of Internal Audit and the Audit
Committee, without the presence of Management, were enabled to facilitate free and frank
discussion amongst them. The meetings were held on 23rd April 2024, 24th
September 2024 and 22nd October 2024.

Risk Based Internal Audit ("RBIA") framework
In compliance with RBI circular dated 3rd February 2021, the Company
has in place an effective Risk Based Internal Audit ("RBIA") Framework to review
the efficacy of internal controls, processes, policies and compliance with laws and
regulations, with the objective of providing an independent and reasonable assurance on
the adequacy and effectiveness of the organisation's internal control and governance
processes. The framework is commensurate with the nature of the business, size, scale and
complexity of its operations.
The Audit Committee has approved a Risk Based Internal Audit
("RBIA") framework, along with appropriate processes and plans for internal
audit of FY2025 and FY2026. The Risk Based Internal Audit Plan is also being reviewed by
the Statutory Auditors, Senior leadership, Chief Risk Officer, Chief Compliance Officer
before being approved by the Audit Committee. The internal audit plan is developed based
on the risk profile of the audit universe including business activities, functions,
branches, application systems of the organisation. The RBIA plan includes process audits,
branch audits and Information Technology (IT) & Information Security (IS) audits.
Internal audits are undertaken on a periodic basis to independently validate the existing
controls. 
Based on the reports of internal audit, function/process owners
undertake corrective action in their respective areas. Significant audit observations are
presented to the Audit Committee along with agreed management action plan. The status of
the management actions and implementation of the recommendations are tracked for all the
observations and are presented to the Audit Committee on a regular basis.

Risk Management 
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 Credit, Operational & Enterprise 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 Committee ("RMC") constituted by the
Board manages the integrated risk and reviews periodically the Risk Management Policy and
strategy followed by 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. 

Operational Risk Management: Your Company has implemented an
Operational Risk Management (ORM) Policy to proactively manage operational risks. The
policy has implemented involves assessing and measuring risks, monitoring them closely,
and implementing mitigating measures through a structured governance framework. All new
products, processes, and changes as well as new financial outsourcing arrangements undergo
thorough risk evaluation by the Operational Risk team. In terms of the latest Regulatory
guidance note on Operational Risk Management and Operational Resilience, your Company is
in compliance with all the applicable key themes specified. 

Credit Risk Management: Your Company has successfully implemented a
robust credit risk management framework, risk assessment models to ensure proactive
identification, mitigation, and monitoring of potential credit exposures. This strategic
approach enhances Company's ability to manage risk while optimizing overall portfolio
performance.
In compliance with Master Direction Reserve Bank of India (Non-Banking
Financial Company Scale Based Regulation) Directions, 2023, the Company has in place 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
performance indicators, risk management measures and the steps taken to mitigate these
risks.

Auditors and Audit Reports
Joint Statutory Auditors and their Reports
Basis the recommendation of the Audit Committee and the Board of
Directors, the members of the Company had at the 34th Annual General Meeting held on 23rd
July 2024, approved 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 34 th AGM up to the conclusion of 37th AGM to be held in the year 2027. 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 have given a confirmation on their
eligibility and non-disqualification.
The joint Statutory Auditors of the Company have issued unmodified
Audit Reports on the Standalone and Consolidated Financial Statements for the financial
year ended 31st March 2025. The report does not contain any qualification, reservation or
adverse remark or disclaimer.

Adoption of Policy for appointment of Statutory Auditors
In compliance with the Reserve Bank of India Guidelines dated 27th
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.

Secretarial Auditor and Audit Report
M/s. KSR & Co, Company Secretaries LLP ("KSR"), the
Secretarial Auditor appointed in accordance with the provisions of Section 204 of the
Companies Act, 2013 ("Act") read with the Rules framed thereunder. KSR has
issued the Secretarial Audit Report for FY2025 which is appended to this Report as "Annexure
II". The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark or disclaimer. KSR was present at the last AGM of the Company held on
23rd July 2024.

Appointment of Secretarial Auditor
In compliance with Regulation 24(A) of Listing Regulations as amended
vide SEBI notification dated 12th December 2024 and basis the recommendation of Audit
Committee, the Board has approved the appointment of M/s. Makarand M. Joshi & Co.
Company Secretaries ("MMJC"), as the Secretarial Auditor of the Company for
first term of 5 consecutive years, to conduct Secretarial Audit and provide other allied
certification/permitted services for FY2025-2026 up to FY2029- 2030, subject to approval
of shareholders of the Company at the ensuing AGM.
Consequent to the above, M/s. KSR and Co, Company Secretaries LLP
("KSR"), the current Secretarial Auditor, has ceased to be the Secretarial
Auditor of the Company from 22nd April 2025.
MMJC have consented for their appointment as the Secretarial Auditor
and have given a confirmation to the effect that they are eligible to be appointed and are
not disqualified from acting as the Secretarial Auditor. Members are requested to consider
and approve appointment of MMJC as the Secretarial Auditor of your Company to conduct
Secretarial Audit and provide other allied certification/permitted FY 2025-2026 up to FY
2029-2030. Necessary
resolution seeking approval of members for appointment of MMJC as the
Secretarial Auditor has been incorporated in the Notice of 35th Annual General
Meeting.

Secretarial Audit of Material Subsidiary
There is no Material Unlisted Indian Subsidiary of the Company as on
31st March 2025 and the requirement under Regulation 24(A) of the Listing Regulations
regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable
to the Company for the Financial Year 2024-25. 

Annual Secretarial Compliance Report with additional confirmations on
compliances
In compliance with Regulation 24(A)of Listing Regulations, your Company
has undertaken an audit for FY2025 for all the applicable compliances as per Listing
Regulations, 2015 and Circulars/ Guidelines issued thereunder.
TheAnnual Secretarial Compliance Report ("ASCR") issued by
M/s. KSR & Co, Company Secretaries LLP, Secretarial Auditor and a Peer Reviewed Firm,
with 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., has been filed with BSE and NSE in the prescribed format and the same can be
accessed on the website of the Company at https://www.mahindrafinance.
com/investor-relations/regulatory-filings#secretarial-compliance-report

The Annual Secretarial Compliance ation to this effect Report
does not contain any qualification, reservation or adverse remark.

Cost Records and Cost Audit
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.

Fraud Reporting 
During the year under review, the Joint Statutory
Auditors and the Secretarial Auditor have not reported any instance of
fraud committed in the Company by its officers than Rs 1 crore to the Audit Committee
under section 143(12) of the Companies Act, 2013, the details of which need to be
mentioned in this Report. The Company is reinforcing its commitment to trust, integrity
and transparency through enhanced measures for compliance, risk management, and
governance.

Particulars of Contracts or Arrangements with Related Parties
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 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 Master Circular

SEBI/HO/CFD/PoD2/CIR/P/0155 with dated November 11, 2024.
The Material Related Party Transactions approved by the Members of the
Company are also reviewed / monitored on quarterly basis by the Audit Committee of the
Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies
Act, 2013. The Company has not entered into Material Related Party Transactions as per the
provisions of the CompaniesAct,2013anda as required under Section 134(3)(h) of the
Companies Act 2013 is given in form AOC-2 as "Annexure III", 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', is available on the
Company's website: https://www.mahindrafinance.com/investor-relations/
policy-and-shareholder-information#mmfsl-policies . The transactions of the Company with
any person/ entity belonging to the promoter/promoter group which holds 10% or more
shareholding in the Company or employees, involving an amount of less 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. The Company intends to enter into new
Material Related Party Transaction with Life Insurance Corporation of India for which the
approval of Members is being sought. Further details on the transactions with related
parties are provided in the accompanying financial statements.

Whistle Blower Policy/ Vigil Mechanism 
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 victimization 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 for 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 9 whistle blower complaints. All
the cases were investigated and appropriate actions were taken, wherever necessary basis
investigation reports.
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.

Particulars of Employees and Related Disclosures 
Details of employees who were in receipt of remuneration of not less
than Rs 1,02,00,000 during the year ended 31st March 2025 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: company.secretary@ mahindrafinance.com.
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 IV"

Disclosure in respect of remuneration/ commission drawn by the Managing
Director/ Whole-time Director from Holding or Subsidiary Company
Mr. Ramesh Iyer former Vice-Chairman & Managing Director (up to 29th
April 2024) did not receive any remuneration or commission from Holding/Subsidiaries of
the Company during FY2025.
Mr. Raul Rebello, Managing Director & CEO effective 30th April 2024
(Mr. Raul Rebello served as Executive Director and MD & CEO Designate up to 29th April
2024) did not receive any remuneration or commission from Holding/ Subsidiaries of the
Company during FY2025.

Disclosure Under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act")
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.
All employees (permanent, contractual, temporary and trainees) are
covered under this Policy. The Policy has been widely communicated internally and is
placed on
DELIVERING TODAY, REIMAGINING TOMORROW 117
the Company's intranet portal. The Company has zero tolerance
towards sexual harassment.
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 creates awareness by imparting necessary trainings. 
The following is a summary of Sexual Harassment complaint(s) received
and disposed of during the FY2025, pursuant to the POSH Act and Rules framed thereunder:
a) Number of complaint(s) of Sexual Harassment received during FY2025 3 b) Number of
complaint(s) disposed of during FY2025 3 c) Number of cases pending for more than 90 days
(which is stipulated timeline for completion of an inquiry into a compliant of sexual
harassment under POSH Act) - Nil d) Number of cases pending as on 31st March
2025 - Nil
Number of workshops/awareness programs on the subject carried out
during the year under review were as under:
- 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. 99.5% 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. 

Disclosure of Maternity Benefit 
Your Company is in compliance of Maternity Benefit Act, 1961 for the
year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
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 V' to the Board's Report.

Policies
The details of the Key Policies adopted by your Company and changes
made therein, if any, during the year under review are mentioned at ancial year under
review: "Annexure VI" to the Board's Report.

Compliance with the Provisions of Secretarial Standard – 1 and
Secretarial Standard – 2
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. 

Voluntary adherence of Secretarial Standards to all Board Committees 
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 most of the good practices enunciated in
the said Secretarial Standards for all its mandatory and non-mandatory Board level
Committees.
Your Company has duly complied with applicable SS-1 and SS-2, during
the year under review.

Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and the Company's operations
in future.
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.

Disclosure pertaining to Insolvency & Bankruptcy Code
There were neither any applications filed by or against the Company nor
any proceedings were pending under the Insolvency and Bankruptcy Code, 2016
("IBC") during the year under review. 

Disclosure on One-Time Settlement
During the year, the Company has not made any onetime 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.

General Disclosures
The Directors further state that no disclosure or reporting is required
in respect of the following items, as there were no transactions/events related to these
itemsduringthe
- 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;
- During the year under review, Board of Directors at its meeting held
on 13th February 2025 had approved raising of funds by way issue of equity shares on
rights basis to the eligible shareholders for an amount not exceeding Rs 3000 Crore,
subject to receipt of regulatory/ necessary approvals, as may be required. 
- 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 Financial Statements or the
Board's Report of the Company;
- 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.

Acknowledgments
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 would also like to thank its shareholders, customers,
vendors, business partners, bankers, government and all other business associates for
their continued support to the Company and the Management.

  

    
For and on behalf of the Board
  
  

    
Dr. Anish Shah
  
  

    
Chairperson
  
  

    
DIN: 02719429
  
  

    
Place: Mumbai
  
  

    
Date: 22nd April 2025
  
  

    
Registered Office: Gateway Building,
  
  

    
Apollo Bunder, Mumbai 400 001.
  
  

    
Corporate Office: Mahindra Towers, ‘A' Wing,
  
  

    
3rd Floor, Worli, Mumbai 400 018.
  
  

    
CIN: L65921MH1991PLC059642
  
  

    
Tel: 022 6652 6000
  
  

    
E-mail ID: company.secretary@mahindrafinance.com
  
  

    
Website:www.mahindrafinance.com
  
  

    
Corporate Social Responsibility