Directors Report of Mahindra EPC Irrigation Ltd.

Mar 31, 2025

Your Directors are pleased to present the 43^rd Annual Report on the business and operations of your Company along with the audited financial statements and accounts for the year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

(Amount in Rs. crore)
Particulars	For the Year ended on 31^st March, 2025	For the Year ended on 31^st March, 2024
Revenue from Operations	272.67	262.45
Other Income	2.42	3.06
Total Income	275.09	265.51
Profit/(loss) Before Interest, Depreciation & Tax	16.35	8.29
Finance Cost	2.28	2.71
Depreciation	3.36	3.15
Profit /(loss) Before Tax	10.71	2.43
Tax expense	3.50	0.76
Profit / (loss) After Tax	7.21	1.67
Other Comprehensive Income/ (loss) for the year	0.05	0.14
Profit for the year attributable to owners of the company	7.26	1.81

Operations and Financial Overview

During the year under review, your Company posted a sales turnover of Rs. 272.67 Crores as against a total Sales turnover of Rs. 262.45 Crores in the previous year registering a 3.89 % growth over the previous year.

The Company made a Profit before tax of Rs. 10.71 Crores for the year 2024-25 as compared to Profit of Rs. 2.43 Crores in the previous year. The Profit after tax was at Rs. 7.21 Crores as compared to Rs. 1.67 Crores in the previous year.

A detailed analysis of the operations and financial results of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company and its joint venture company prepared in accordance with the Companies Act, 2013 (âthe Actâ) and applicable Accounting Standards along with all relevant documents and the Auditorsâ Report forms a part of this Annual Report.

Nature of Business

The Company continues to be engaged in the activities pertaining to manufacturing, selling, processing, exporting, importing and dealing in irrigation pipes, and irrigation systems and providing agricultural services.

There has been no change in the nature of business of the Company during the period under review.

Dividend

Your Directors have not recommended any dividend for the year ended 31^st March, 2025.

Unpaid Dividend & IEPF

The dividends that are unclaimed/unpaid for seven years shall be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government within the stipulated time period. However, the Company did not have any obligation to transfer funds to Investor Education and Protection Fund. Rs. 2,72,018.50 is lying in the unpaid dividend account of the Company as of 31^st March, 2025.

Transfer to reserve

Your Company does not propose to transfer any amount to the General Reserve.

Share Capital

During the year, with the allotment of 21,383 equity shares on exercising of Stock Options by employees, the total equity shares of the Company increased from 2,79,12,808 to 2,79,34,191 equity shares of Rs. 10 each. The said equity shares have been listed on the BSE Limited and National Stock Exchange of India Limited and all the shares rank pari passu with the existing equity shares in all respects.

Accordingly, the Paid-up Share Capital of the Company stood at Rs. 27,93,41,910/- comprising of 2,79,34,191 equity shares of Rs. 10 each as of 31^st March, 2025.

Report on Performance of Joint Venture

Your Company entered into Joint Venture (JV) arrangement in Fâ19 with TOP Greenhouses Limited, Israel, to set up Mahindra Top Greenhouses Private Limited (MTGPL) for the protected cultivation business. In view of financial un-viability or sustainability in the long run, it has been decided to discontinue the operations of the JV.

The details of Joint Ventures, during the period under review, is given in Form AOC-1 and is attached and marked as Annexure No. IX and forms part of this Report.

Holding Company

The promoters of the Company i.e., Mahindra and Mahindra Limited (âM & Mâ) hold 1,51,44,433 equity shares which represent 54.21% of the total paid-up share capital of the Company. Your Company continues to be a subsidiary company of M & M.

Stock Options

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees Stock Option Scheme of the Company âthe ESOSâ. The ESOS is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there have been no material changes in the said scheme during the year under review.

During the year under review, 21,383 Stock Options under the ESOS were exercised immediately after vesting. Accordingly, the Company made allotment of 21,383 Equity Shares.

The particulars required to be disclosed pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are appended as Annexure No. II to this Report.

Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

Corporate Governance & Management Discussion and Analysis Report

Your Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the âLODR Regulationsâ) forms part of this Annual Report.

Further, the Management Discussion and Analysis Report for the year under review, as stipulated under LODR Regulations, forms part of this Report as Annexure No. I.

Risk Management

The Company has constituted a Risk Management Committee. However pursuant to the tenure completion of Mr. S Durgashankar (w.e.f. 19-07-2024) and Mr. Anand Daga (w.e.f 23-07-2024), there has been a re-constitution of Risk management Committee. The committee comprises of Mr. Ramesh Ramachandran, Mr. Viswananthan Kapilanandan and Ms. Aruna Rajendra Bhinge. Mr. Ramesh Ramachandran is the Chairman of this Committee. The Company has adopted the Risk Management Policy. The Committee is entrusted with the responsibility to assist the Board of Directors in (a) overseeing and approving the Companyâs enterprise-wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, sustainability (particularly, ESG related risks),

information, cyber security risks and other risks have been identified and assessed.

There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review.

Further, detailed terms of reference of the Risk Management Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.

Industrial relations

The Company believes that sustainable growth can only be achieved in an organization which focuses on a performance culture and where employees are engaged and empowered to be the best they can be.

Employees at all levels have contributed to the performance of your Company. Your Directors place on record the Cooperation of employees during the year under report. The Directors also place on record the unstinted Cooperation extended by the staff members during the period under review.

Our mission is to protect and enhance the well-being of our employees, visitors, and other stakeholders. A safe work environment is non-negotiable, for which we follow strict safety standards in all our facilities. Our safety practices ensure all possible safety hazards are identified and eliminated, not only at the workplace but also during employee travel. We promote holistic safety culture to improve safety beyond work.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources/Industrial Relations during the year.

Safety, Health and Environmental Performance

Your Companyâs commitment towards safety, health and the environment is being continuously enhanced and your Company encourages the involvement of all its employees in activities related to safety, including the promotion of safety standards. This is also demonstrated by the fact that there has been only one reportable incidence (Non-Fatal) of an accident in the last Eleven years.

The Safety Committee, constituted for the same, regularly reviews the adherence to safety norms. Some of the programs undertaken by the Company include behaviour-based safety training, knowledge-based fire extinguisher training, firefighting training and safety awareness, etc.

Various health checkup programs for employees were regularly undertaken by the Company.

The requirements relating to various environmental legislations and environmental protection have been duly complied with by your Company.

Contracts and Arrangements with Related Parties

During the financial year, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on an arms-length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions.

All related party transactions were placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which cannot be foreseen and accordingly, the required disclosures are made to the Committee on a quarterly basis for its approval.

The Companyâs major related party transactions are generally with its holding and fellow subsidiaries or associate companies. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, and sales transactions through tenders or otherwise. All related party transactions are negotiated on an arms-length basis and are intended to promote the Companyâs interests.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companyâs website at the link:

https://www.mahindrairrigation.com/wpcontent/uploads/2023/06/

Policy_on_Materiality_and_Dealing_with_Related_Party_

Transactions.pdf

The related party transactions have been set out in Note No. 29 to the financial statement.

Board and Committees

1. Directors

The following persons are the directors of the Company as on 31^st March 2025:

Name of the Director	Designation
Mr. Shriprakash Shukla	Non-Executive Non-Independent Director, Chairperson
Ms. Ami Goda	Non-Executive Non-Independent Director
Mr. Viswananthan	Non-Executive Independent
Kapilanandan	Director
Mr. Sudhir Kumar Goel	Non-Executive Independent Director
Ms. Aruna Bhinge	Non-Executive Independent Director
Mr. Ramesh Ramachandran	Executive Director - MD

Mr. S. Durgashankar and Mr. Anand Daga completed their tenure on 19-07-2024 and 23-07-2024, respectively.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (the âActâ), Ms. Ami Goda, Non-Executive Non Independent Director (DIN: 09136149 ) is liable to retire by rotation and, being eligible, has offered herself for re-appointment.

Retirement of Directors

During the year under review, Mr. S Durgashankar (DIN: 00044713) and Mr. Anand Daga, Independent Director (DIN: 00696171), have completed their tenure on 19^th July, 2024 and 23^rd July, 2024 respectively. The Board placed on record the gratitude for the services provided by these Directors during their tenure.

Independent Directors

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI LODR Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors.

The information required pursuant to Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the âRules of 2014â) in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is annexed herewith and marked as Annexure III to this Report.

During the year under review, the Independent directors were paid an aggregate commission of Rs. 2.43 lacs.

The Meeting of Independent Directors was held on 23^rd April, 2024 without presence of non-independent directors and management of the Company to consider and review:

a) review the performance of non-independent directors and the board of directors as a whole;

b) review the performance of the chairperson and Managing Director of the Company;

c) assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors required to effectively and reasonably perform their duties.

Remuneration/Commission drawn from Holding/Subsidiary Company:

The Managing Director of the Company also receives remuneration of Rs. 2.75 Crores per annum from Mahindra Agri Solutions Limited.

Performance Evaluation of the Board The Company has devised a Policy for the performance evaluation of independent directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its performance and that of its Committees as well as the performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The details of the programme for familiarization of independent directors with the Company, their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates, the business model of the Company and related matters are put up on the website of the Company.

Your Company has adopted the following Policies which, inter alia, include criteria for determining qualifications, positive attributes, and independence of a Director. The following policies of the Company are annexed herewith and marked as Annexure IV and Annexure V respectively and forms part of this Report:

a) Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board of Directors and the Senior Management.

b) Policy for Remuneration of the Directors, Key Managerial Personnel, and other employees.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. Details of attendance at meetings of the Board, its Committees and the AGM are included in the Report on Corporate Governance, which forms part of this Annual Report.

Committees of the Board

Your Company has duly constituted the Committees required under the Companies Act, 2013 read with applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

As on 31^st March, 2025, the Audit Committee comprises Independent Directors namely, Mr. Viswanathan Kapilanandan (Chairman), Ms. Ami Goda and Dr. Sudhir Kumar Goel as members. Mr. S. Durgashankar and Mr. Anand Daga who earlier formed part of the Audit Committee, completed their tenure on 19-07-2024 and 23-07-2024, respectively.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Nomination and Remuneration Committee

As on 31^st March, 2025, the Nomination and Remuneration Committee comprises Directors namely Dr. Sudhir Kumar Goel (Chairman), Ms. Aruna Bhinge and Ms. Ami Goda as other members.

Mr. S. Durgashankar and Mr. Anand Daga who earlier formed part of the Committee, completed their tenure on 19-07-2024 and 23-07-2024, respectively.

Stakeholdersâ Relationship Committee

The Stakeholdersâ Relationship Committee comprises Directors namely Dr. Sudhir Kumar Goel (Chairman), Mr. Ramesh Ramachandran and Ms. Aruna Bhinge as other members.

Risk Management Committee

As on 31^st March 2025, the Risk Management Committee comprises of Directors namely Mr. Ramesh Ramachandran (Chairman), Ms. Aruna Bhinge and Mr. Viswanathan Kapilanandan as members.

Mr. Anand Daga who earlier formed part of the Committee, completed his tenure on 23-07-2024.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act, the following persons have been designated as KMP of the Company as of as on 31^st March 2025:

Name of the KMP	Designation
Mr. Ramesh Ramachandran	Managing Director
Mr. Abhijit Page	Chief Executive Officer (CEO)
*Ms. Sunetra Ganesan	Chief Financial Officer (CFO)
Mr. Ratnakar Nawghare	Company Secretary (CS)

* Ms. Sunetra Ganesan (Chief Financial Officer) shall be retiring from the Company with effect from closing of business hours of 30^th April, 2025 upon reaching the age of superannuation as per Companyâs policy.

Mr. Giriraj Mohta has been appointed as âChief Financial Officer-Designateâ of the Company and Senior Management Personnel with effect from 1^st March, 2025 till 30^th April, 2025 (both days inclusive).

Mr. Giriraj Mohta shall assume the office of the Chief Financial Officer and Key Managerial Personnel effective 1^st May 2025, after retirement of Ms. Sunetra Ganesan as Chief Financial Officer of the Company on 30^th April 2025. Consequent to retirement as Chief Financial Officer, Ms. Ganesan would also cease to be Key Managerial Personnel and Senior Management Personnel of the Company on 30^th April, 2025.

Corporate Social Responsibility

The provisions of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company for the financial year 2024-25.

Directorsâ Responsibility Statement

Pursuant to section 134(5)(e) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31^st March, 2025 and of the profit/loss of the Company for the year ended on that date;

c) the Directors 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.

d) the Directors have prepared the annual accounts on a âgoing concernâ basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Business Responsibility and Sustainability Report

In terms of the amendment to regulation 34 (2) (f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021 which introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) replacing the existing Business Responsibility Report (BRR) and in accordance with the circular no. SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 issued by SEBI on May 10, 2021,

which made reporting of BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23.

The Company does not fall under the criteria as specified under the provisions Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015, for the financial year 2024-25. However your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational goals and improving economic performance to ensure business continuity and rapid growth and thus as a good corporate governance practice the company voluntarily makes disclosure. The BRSR of your Company for the financial year ended 31^st March, 2025 forms part of this Annual Report as Annexure VI required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ) and the Rules framed thereunder.

During the financial year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

Vigil Mechanism/Whistle Blower policy To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a vigil mechanism policy. Whistle Blower or Complainant, under the said Policy, shall be entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. This policy is explained in the Report on Corporate Governance and posted on the website of the Company.

Auditors and Auditorâs Report

The Auditors M/s. B S R & Co. LLP, Chartered Accountants, have been appointed as Statutory Auditors on 39^th Annual General Meeting of the Company for a period of 5 years i.e. from the conclusion of 39^th AGM till the conclusion of 44^th AGM to be held in 2026. The Auditorsâ Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditors

As per Section 148(1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is mandatorily required to maintain cost records

at its Board meeting held on 17^th April, 2025 recommended to appoint M/s. Prajot Vaidya & Company, Practicing Company Secretaries as Secretarial Auditor of the Company for a period of 5 years from FY 2025-26 till 2029-30 subject to approval of shareholders at the ensuing Annual General Meeting.

The Secretarial Audit Report issued by MMJB & Associates LLP, Practicing Company Secretaries for the financial year ended on 31^st March, 2025 in Form MR-3 is annexed herewith and marked as Annexure VIII to this Report. The Secretarial Audit Report does not contain any qualification, observation, reservation or adverse remarks or disclaimer requiring explanation.

Public Deposits & Loans/Advances

Your Company has not accepted any deposits during the year under review. There were unclaimed/unpaid deposits and unclaimed/ unpaid interest warrants outstanding as of 31^st March, 2025. Your Company has neither made any loans or advances nor provided any guarantees or securities or made any investments which are required to be disclosed in the Annual Accounts of the Company.

Energy Conservation and Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under sub-section (3)(m) of Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed herewith and marked as Annexure VII to this Report.

DISCLOSURES:

Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively.

Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013, the copy of the Annual Return of the Company as of 31^st March, 2025 is placed on the website of the company at the following web address: https://www.mahindrairrigation.com/financials/

for such products or services in its books of account. Further, Section 148(3) read with Rule 14 of the Companies (Cost Records and Audit) Rules, 2014 requires the Board of Directors of the Company to appoint individual, who is a cost accountant, or a firm of cost accountants in practice, as cost auditor on the recommendations of the Audit committee, which shall also recommend remuneration of such cost auditor.

Accordingly, the cost accounting records of the Company are maintained and the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. R C K & Company, Cost Accountants, Pune as the Cost Auditors of the Company for the financial year 2025-26. M/s. R C K & Company have confirmed that their appointment is within the limits as prescribed in the Act and have also certified that they are free from any disqualification specified under sections 141(3) and 148(5) of the Act.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arms-length relationship with the Company.

The Directors recommend the remuneration payable to the Cost Auditors of the Company for the year 2025-26. The approval from shareholders for the remuneration payable to the Cost Auditors is being sought at the ensuing Annual General Meeting.

The Cost Audit would be required to conduct audit of the cost records mentioned by the Company and on verification, submit the report on the audit of cost records to the Board of Directors of the Company.

On receipt of such Cost Audit Report pertaining to the financial year 2024-25, the Company shall file the same within the prescribed timeline, as per the Companies (Cost Accounting Records) Rules, 2011 prescribed under Section 148 (6) of the Act, and Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014.

Secretarial Auditors

Provisions of Section 204 of the Companies Act, 2013 read with the Rules framed thereunder, mandates obtaining Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. MMJB & Associates LLP, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial year 2024-25.

Further, pursuant to section 204 of the Companies Act, Regulation 24A(1)(1A) of the SEBI (LODR) Regulations, 2015 read with Circular No. SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated Dec 31, 2024 SEBI Circular the Board

Dividend Distribution Policy

Pursuant to regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a dividend distribution policy which became effective from 1^st April, 2021 stipulating factors to be considered in case of Dividend declaration.

The same has also been hosted on the website of the Company and is accessible at the web link: https://www. epcmahindra.com/pdf/Dividend_Distribution_Policy.pdf

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs operations in future.

5. There were no frauds reported by auditors (including Secretarial and Cost auditor) to the Audit Committee or Board and not reported to the Central Government.

6. There were no material changes and commitments, if any, affecting the financial position of the Company which occurred between the end of the financial year and the date of this Report.

7. No application has been made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8. Any one-time settlement and valuation were not done while taking loans from Banks or Financial Institutions.

Particulars of Employees

No employee was in receipt of remuneration as required under Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation for the cooperation and continued support received from customers, vendors, suppliers, bankers, business associates and shareholders.

Mar 31, 2024

Operations and Financial Overview

During the year under review, your Company posted a Sales turnover of Rs. 262.45 Crores as against a total Sales turnover of Rs. 210.37 in the previous year registering a growth of 24.75% over the previous year.

The Company made a Profit/(Loss) before tax of Rs. 2.43 Crores for the year 2023-24 as compared to Rs. (15.96) Crores in the previous year. The Profit/(Loss) after tax was at Rs. 1.67 Crores as compared to Rs. (12.24) Crores in the previous year.

A detailed analysis of the operations and financial results of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.

Nature of Business

The Company continues to be engaged in the activities pertaining to manufacturing, selling, processing, exporting, importing and dealing in irrigation pipes, irrigation systems, irrigation projects and providing agricultural services.

There has been no change in the nature of business of the Company during the period under review.

Your Directors are pleased to present the 42^nd Annual Report on the business and operations of your Company along with the audited financial statements and accounts for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

(Amount in Rs. crore)

Particulars	For the Year ended on 31^st March, 2024	For the Year ended on 31^st March, 2023
Revenue from Operations	262.45	210.37
Other Income	3.06	2.76
Total Income	265.51	213.13
Profit/(loss) Before Interest, Depreciation & Tax	8.29	(10.66)
Finance Cost	2.71	2.22
Depreciation	3.15	3.08
Profit /(loss) Before Tax	2.43	(15.96)
Tax expense	0.76	(3.72)
Profit / (loss) After Tax	1.67	(12.24)
Other Comprehensive Income/ (loss) for the year	0.14	0.29
Profit for the year attributable to owners of the company	1.81	(11.95)

Dividend

Your Directors have not recommended any dividend for the year ended 31^st March, 2024.

Unpaid Dividend & IEPF

The dividends that are unclaimed/unpaid for seven years shall be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government within the stipulated time period. However, the Company did not have any obligation to transfer funds to Investor Education and Protection Fund. Rs. 20.31 lakhs is lying in the unpaid dividend account of the Company as of 31^st March, 2024.

Transfer to reserve

Your Company does not propose to transfer any amount to the General Reserve.

Consolidated Financial Statement

Report on Performance of Joint Venture Your Company entered into Joint Venture (JV) arrangement in Fâ19 with TOP Greenhouses Limited, Israel, to set up Mahindra Top Greenhouses Private Limited (MTGPL) for the protected cultivation business. The JV recorded a Sales Turnover in F-24 of Rs. 1.03 Cr in the full year of operation. The Company is incurring huge cost leading to financial viability or sustainability in the long run, accordingly, it has been decided to discontinue the operations of the JV. The Company will manage the protected cultivation products business on its own.

The details of Joint Ventures, during the period under review, is given in Form AOC-1 and is attached and marked as Annexure-X and forms part of this Report.

Corporate Governance & Management Discussion and Analysis Report

Further, the Management Discussion and Analysis Report for the year under review, as stipulated under LODR Regulations, forms part of this Report as Annexure-I.

Stock Options

During the year under review, 25,204 nos. of Stock Options under the ESOS were exercised immediately after vesting. Accordingly, the Company made the allotment of 25,204 Equity Shares.

Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

Share Capital

During the year, with the allotment of 25,204 equity shares on exercise of Stock Options by employees, the total paid-up equity share capital of the Company increased from 2,78,87,604 equity shares of Rs. 10 each to 2,79,12,808 equity shares of Rs. 10 each. The said equity shares have been listed on the BSE Limited and National Stock Exchange of India Limited and all the shares rank pari passu with the existing equity shares in all respects.

Accordingly, the Paid-up Share Capital of the Company stood at Rs. 27,91,28,080 comprising of 2,79,12,808 equity shares of Rs. 10 each as of 31^st March, 2024.

Holding Company

The promoters of the Company i.e., Mahindra and Mahindra Limited (âM & Mâ) hold 1,51,44,433 equity shares which represent 54.26% of the total paid-up capital of the Company. Your Company continues to be a subsidiary company of M & M. The Company has a JV with 60% holding.

Contracts and Arrangements with Related Parties During the financial year, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on an arms-length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions.

and accordingly, the required disclosures are made to the Committee on a quarterly basis for its approval.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companyâs website at the link: https://www.mahindrairrigation.com/ wp-content/uploads/2023/06/Policy_on_Materiality_and_ Dealing_with_Related_Party_Transactions.pdf

The related party transactions have been set out in Note No. 29 to the financial statement.

Risk Management

The Company has constituted a Risk Management Committee comprising, Mr. Ramesh Ramachandran , Mr. S Durgashankar and Mr. Anand Daga. Mr. Ramesh Ramachandran is the Chairman of this Committee. The Company has adopted the Risk Management Policy. The Committee is entrusted with the responsibility to assist the Board of Directors in (a) overseeing and approving the Companyâs enterprise-wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, sustainability (particularly, ESG related risks), information, cyber security risks and other risks have been identified and assessed.

Further, detailed terms of reference of the Risk Management Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.

Industrial relations

The Company believes that sustainable growth can only be achieved in an organization which focuses on a performance culture and where employees are engaged and empowered to be the best they can be.

Our mission is to protect and enhance the well-being of our employees, visitors, and other stakeholders. A safe work environment is non-negotiable, for which we follow strict safety standards in all our facilities. Our safety practices ensure all possible safety hazards are identified and eliminated, not only at the workplace but also during employeesâ travel. We promote holistic safety culture to improve safety beyond work.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources/Industrial Relations during the year.

Safety, Health and Environmental Performance

Various health checkup programs for employees were regularly undertaken by the Company.

The requirements relating to various environmental legislations and environmental protection have been duly complied with by your Company.

Board and Committees Directors

The following persons are the directors of the Company as on 31^st March 2024:

Name of the Director	Designation
Mr. Shriprakash Shukla	Non-Executive Non-Independent Director
Mr. Ramesh Ramachandran	Executive Non-Independent Director
Mr. S. Durgashankar	Non-Executive Non-Independent Director
Mr. Anand Daga	Non-Executive Independent Director
Mr. Sudhir Kumar Goel	Non-Executive Independent Director
Mrs. Aruna Bhinge	Non-Executive Independent Director

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (the âActâ), Mr. S. Durgashankar (DIN: 00044713) is liable to retire by rotation. Mr. S. Durgashankar has indicated that he is not desirous of seeking re-appointment at the ensuing Annual General Meeting of the Company and

hence, his office shall stand vacated with effect from the date of annual general meeting of the Company. Appropriate resolutions are included in the Notice of the ensuing Annual General Meeting. The Board has placed on record its deep appreciation of Mr. Durgashankarâs significant contributions and valuable services during his long association with the Company.

Appointment / Re-appointment of Directors Mr. Ashok Sharma

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 28^th April, 2023 appointed Mr. Ashok Sharma (DIN: 02766679) as Managing Director for a further period of 3 years with effect from 1^st October, 2023 on a consolidated remuneration of Rs. 45 lacs per annum. Subsequent to the appointment, Mr. Sharma resigned from the position of Managing Director on 31^st August, 2023. The Board placed on record its deep appreciation of Mr. Sharmaâs immense contributions for the valuable services provided by Mr Ashok Sharma during his tenure.

Mr. Ramesh Ramachandran

Mr. Ramesh Ramachandran has been appointed as Managing Director of the Company with effect from 1^st September, 2023 on a consolidated remuneration of Rs. 25 lacs per annum for a period of three years. The Shareholders have approved the appointment of Mr. Ramesh Ramachandran and remuneration payable to him by a postal ballot on 6^th October, 2023.

Mr. Viswanathan Kapilanandan

Mr. Viswanathan Kapilanandan (DIN:00021159) has been appointed as an Additional Non-Executive Independent Director on the Board of Directors of the Company, with effect from 4^th June, 2024, to hold office of Independent Directors for a term of 5 (Five) consecutive years commencing from 4^thJune, 2024 to 3^rd June, 2029 (both days inclusive) subject to approval of members in the ensuing Annual General Meeting.

Ms. Ami Goda

Ms. Ami Goda (DIN: 09136149) has been appointed as an Additional Non-Executive Non-Independent Director on the Board of Directors of the Company, with effect from 4^th June, 2024, to hold office upto ensuing Annual General Meeting and thereafter subject to the approval of the Members of the Company, as a Non-Executive Non Independent Director liable to retire by rotation.

Independent Directors

independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

During the year under review, the independent directors were not paid any Commission. For the year Fâ24 the commission of Rs. 2.43 Lacs is payable post approval of the Annual accounts by the shareholders.

Performance Evaluation of the Board

The Company has devised a Policy for the performance evaluation of independent directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

Your Company has adopted the following Policies which, inter alia, include criteria for determining qualifications, positive attributes, and independence of a Director. The following policies of the Company are annexed herewith and marked as Annexure-IV and Annexure-V respectively and forms part of this Report:

a) Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board of Directors and the Senior Management.

b) Policy for Remuneration of the Directors, Key Managerial Personnel, and other employees.

Meetings of the Board

Six meetings of the Board of Directors were held during the year. Details of attendance at meetings of the Board, its Committees and the AGM are included in the Report on Corporate Governance, which forms part of this Annual Report.

Committees of the Board

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Anand Daga ( Chairman), Mr. S Durgashankar and Dr. Sudhir Kumar Goel as other members.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

CSR Committee

The CSR Committee comprises Mr. Ramesh Ramachandran (Chairman), Mr. S Durgashankar and Dr. Sudhir Kumar Goel as other members. The Board of Directors on 23^rd April, 2024, dissolved the said Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Directors namely Mr. Anand Daga (Chairman), Mr. S. Durgashankar and Dr. Sudhir Kumar Goel as other members.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Directors namely Dr. Sudhir Kumar Goel (Chairman), Mr. Ramesh Ramachandran and Ms. Aruna Bhinge as other members.

Risk Management Committee

The Risk Management Committee comprises Directors namely Mr. Ramesh Ramachandran (Chairman), Mr. S. Durgashankar and Mr. Anand Daga as other members.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act, the following persons have been designated as KMP of the Company as of 31^st March 2023:

Name of the KMP	Designation
Mr. Ramesh Ramachandran	Managing Director
Mr. Abhijit Page	Chief Executive Officer (CEO)
Ms. Sunetra Ganesan	Chief Financial Officer (CFO)
Mr. Ratnakar Nawghare	Company Secretary (CS)

Directorsâ Responsibility Statement

Pursuant to section 134(5)(e) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, state that:

a) in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31^st March, 2024 and of the profit/loss of the Company for the year ended on that date;

d) t he Directors have prepared the annual accounts on a âgoing concernâ basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Business Responsibility and Sustainability Report In terms of the amendment to regulation 34 (2) (f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021 which introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) replacing the existing Business Responsibility Report (BRR) and in accordance with the circular no. SEBI/HO/CFD/CMD-

2/P/CIR/2021/562 issued by SEBI on May 10, 2021, which made reporting of BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2022-23, as a responsible corporate we are furnishing the BRSR for the Fâ24, despite being ranked in Top 2000 companies.

The BRSR of your Company for the financial year ended 31^st March, 2024 forms part of this Annual Report as Annexure-VI required under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational goals and improving economic performance to ensure business continuity and rapid growth.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and rules made thereunder, the Corporate Social Responsibility Committee (âCSR Committeeâ) has formulated and recommended to the Board, a revised Corporate Social Responsibility Policy (âCSR Policyâ) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companyâs website at the link: https://www.mahindrairrigation.com/wp-content/ uploads/2023/06/Corporate_Social_Responsibility_Policy.pdf

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The investments in CSR activities is project based and for every project, time frame and period milestons are set at the outset.

As the Average Net Profit of Company for the last preceding three years was negative, the Company was not required to allocate any amount for CSR activities for FY 2023-24.

The Annual Report on CSR activities is annexed herewith and marked as Annexure-VII.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder

During the financial year under review, the Company did not receive any complaint of sexual harassment and no cases were filed under the POSH Act.

Vigil Mechanism/Whistle Blower policy

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a vigil mechanism policy. Whistle Blower or Complainant, under the said Policy, shall be entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. This policy is explained in the Report on Corporate Governance and posted on the website of the Company. During the year Fâ24 two complaints were reported and resolved.

Auditors and Auditorâs Report

The Auditors, M/s. B S R & Co. LLP, Chartered Accountants, have been appointed as Statutory Auditors on the 39^th Annual General Meeting of the Company for a period of 5 years i.e. from the conclusion of the 39^th AGM till the conclusion of the 44^th AGM to be held in 2026. The Auditorsâ Report is unmodified

i.e. it does not contain any modification, reservation or adverse remark or disclaimer except for the modification pertaining to maintenance of audit trail at database level.

Cost Auditors

The cost accounting records of the Company are maintained and the Company had filed the Cost Audit Report as per the Companies (Cost Accounting Records) Rules, 2011 prescribed under Section 148 (6) of the Act, and Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014 pertaining to the financial year 2023-24 before the due date of filing.

Pursuant to section 148 of the Act, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. R C K & Company, Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25 . M/s R C K & Company have confirmed that their appointment is within the limits of section 139 of the Act and have also certified that they are free from any disqualification specified under sections 141(3) and 148(5) of the Act.

The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arms-length relationship with the Company.

The Directors recommend the remuneration payable to the Cost Auditors of the Company for the year 2024-25. The approval from shareholders for the remuneration payable to the Cost Auditors is being sought at the ensuing Annual General Meeting.

Secretarial Auditors

The Secretarial Audit Report issued by MMJB & Associates LLP, Practicing Company Secretaries for the financial year ended on 31^st March, 2024 in Form MR-3 is annexed herewith and marked as Annexure IX to this Report. The Secretarial Audit Report does not contain any qualification, observation, reservation or adverse remarks or disclaimer requiring explanation.

Internal Control Systems And Their Adequacy

The Company has designed a proper and adequate internal control system to ensure adherence to Companyâs policies, safeguarding of its assets, prevention and detection of fraud, errors and accuracy and completeness of accounting records.

The Internal Auditors routinely conduct system check and audit and give their report after evaluation of the efficacy and adequacy of internal control system including controls with respects to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee.

Public Deposits & Loans/Advances

Your Company has not accepted any deposits during the year under review. There were no unclaimed/unpaid deposits and unclaimed/ unpaid interest warrants outstanding as of 31^st March, 2024. Your Company has neither made any loans or advances nor provided any guarantees or securities or made any investments which are required to be disclosed in the Annual Accounts of the Company.

Energy Conservation and Technology Absorption and Foreign Exchange Earnings and Outgo

DISCLOSURES:

Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013, the copy of the Annual Return of the Company as of 31^st March, 2024 is placed on the website of the company at the following web address: https://www.mahindrairrigation.com/wp-content/

uploads/2024/06/MGT-7.pdf

Dividend Distribution Policy

The same has also been hosted on the website of the Company and is accessible at the web link: https://www. mahindrairrigation.com/wp-content/uploads/2023/06/ Dividend_Distribution_Policy.pdf