Contact Us
Quotes News NAV
Market Watch
03 Jul EOD
SENSEX
NIFTY
GOLD
SILVER
CRUDE OIL
 
Market Info EXPAND TICKER
You are here : Corporate Information   |  Director's Report
Your Result on : Corporate Information | Director's Report
Mahindra & Mahindra Financial Services Ltd Industry:  Finance & Investments
BSE Code ISIN Demat Book Value
(R)
NSE
Symbol
Div Yield
%
Market Cap
(Rs.Cr)
P/E
(TTM)
EPS
(TTM)
Face Value
(R)
532720 INE774D01024 178.1244456 M&MFIN 2.24 46438.94 16.18 20.65 2

Dear Shareholders,

Your Directors are pleased to present their Thirty-Sixth Report together with the audited financial statements of your Company for the Financial Year ended 31st March 2026 (“FY2026”).

Financial Summary and Operational Highlights

( in crore)

Particulars CONSOLIDATED % Change STANDALONE % Change
FY2026 FY2025 FY2026 FY2025
Total Income 21,086.73 18,530.46 13.79 18,500.28 16,074.69 15.09
Less: Finance Costs 8,933.56 8,415.43 6.16 8,392.05 7,898.30 6.25
Expenditure 7,877.88 6,832.14 15.31 5,975.59 4,755.70 25.65
Depreciation, Amortization and Impairment 386.08 321.21 20.20 342.68 273.42 25.33
Total Expenses 17,197.52 15,568.78 10.46 14,710.32 12,927.42 13.79
Profit before exceptional items and taxes 3,889.21 2,961.68 31.32 3,789.96 3,147.27 20.42
Share of profit of Associates & Joint Ventures 69.64 65.23 6.76 - - -
Exceptional items (132.95) - N.A. (117.33) - N.A.
Profit Before Tax 3,825.90 3,026.91 26.40 3,672.63 3,147.27 16.69
Less: Provision For Tax
Current Tax 982.10* 820.93 19.63 925.29* 779.45 18.71
Deferred Tax (17.31) (54.89) (68.46) (34.89) 22.78 (253.16)
2,861.11 2,260.87 26.55 2,782.23 2,345.04 18.64
Less: Profit for the year attributable to Non-controlling Interests 6.58 (1.00) - - - -
Profit for the Year attributable to owners of the Company 2,854.53 2,261.87 26.20 2,782.23 2,345.04 18.64
Balance of profit brought forward from earlier years 9,372.89 8,364.28 12.06 8,128.10 7,037.93 15.49
Add: Other Comprehensive income/ (Loss) (21.48) (5.71) 276.18 (16.72) (7.49) 123.23
Balance available for appropriation 12,205.94 10,620.44 14.93 10,893.61 9,375.48 16.19
Less: Appropriations
Dividend paid on Equity Shares 903.07 777.78 16.11 903.48 778.38 16.07
Transfer to Statutory Reserves 569.29 469.13 21.35 556.46 469.00 18.65
Add/Less: Other
Adjustments:
Gross obligation at fair value to acquire non-controlling interest - - - - - -
Changes in Group's Interest (0.66) (0.64) 3.13 - - -
Balance carried forward to balance sheet 10,732.92 9,372.89 14.51 9,433.67 8,128.10 16.06
Net worth 26,638.64 21,529.46 23.73 24,758.70 19,812.23 24.97

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS:

Consolidated Performance Highlights

The Company delivered a strong financial performance in FY2026, reflecting sustained business momentum and disciplined execution as under:

Total Income increased by 13.79% to 21,086.73 crore, driven by growth in lending portfolios, along with higher insurance and dividend income.

Profit Before Tax ("PBT") grew by 26.4% to 3,825.90 crore, outpacing income growth, supported by higher Net Interest Margins.

Profit After Tax ("PAT") (net of non-controlling interest) increased by 26.20% to 2,854.53 crore, underscoring enhancedprofitability and resilience of the business model.

Standalone Performance Highlights

L oan disbursements increased by 5.56% 61,118.30 crore, reflecting steady business traction.

Total Income grew by 15.09% to 18,500.28 crore, supported by growth in lending portfolio.

Profitability remained strong with PBT up 16.69% to 3,672.63 crore and PAT up 18.64% to 2,782.23 crore.

AUM expanded by 12.05% to 1,34,096.05 crore, indicating sustained portfolio growth.

Stage 3 loan assets stood at 4,578.38 crore as at 31st March 2026, as compared to 4,413.94 crore as at 31st March 2025. Notwithstanding the marginal increase in absolute terms, the Gross Stage 3 ratio improved to 3.4% of Business Assets from 3.7% in the previous year, indicating better asset quality.

The Company also met its internal risk thresholds by maintaining the aggregate Gross Stage 2 and Stage 3 assets below 10% (8.2% as at 31st March 2026). Credit cost for the year stood at 1.7%, reflecting its focus on strong underwriting standards and proactive portfolio monitoring.

The overall performance reflects the Company's continued focus on prudent risk management, liability discipline and deepening presence in Bharat markets, while delivering sustainable value to stakeholders.

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 FY2026 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.

As a part of annual refresh, the Company had undertaken comprehensive review of its ECL model. This annual refresh was aimed at calibrating the methodology for computation of Probability of Default (“PD”), Loss Given Default (“LGD”) and other input parameters basissufficient historical data along with updation related to latest multi-factor macro-economic growth estimates, shifts in market drivers and changes in risk profile of customer credit exposures for computation of ECL provisions for loan portfolios across various product categories. The Company had estimated the ECL provision for the year ended 31 st March 2026 in accordance with the updated ECL model, and has created the management overlay of to 852 crore. The management overlay provision will be subject to review on a periodic basis, and be recalibrated or released, if warranted, following necessary governance and approval processes. ECL provision as at 31st March 2026 stands at 3,936 crore as against 3,459 crore as at 31 st March 2025. The Company's net Stage-3 assets ratio stood at 1.44% as at 31st March 2026 as against 1.84% as at 31st March 2025.

Transfer to Reserves

The Company has transferred an amount of 556.46 crore to the Statutory Reserves, in compliance with section 45-IC of the Reserve 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 year under review. An amount of 9,433.67 crore is proposed to be retained in the Profit and Loss Account of the Company.

The Company maintains sufficient liquidity buffer to fulfil its obligations arising out of issue of debentures. The Company being a listed NBFC, is exempt from transferring any amount to Debenture Redemption Reserve in respect of privately placed or public issue of debentures, in accordance with the provisions of section 71 of the Companies Act, 2013 read with Rule 18(7) (iii) of the Companies (Share Capital and Debentures) Rules, 2014. However, in compliance with Rule 18 (7) (v), of the said Rules, the Company invests or deposits 15% of amount of its secured debentures maturing during the year ending 31st March of the next year in any one or more modes of investments or deposits as specified under sub-clause (vi) of said rules. Further, the Company also 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 strong performance and robust cash flows, your Directors are pleased to recommend a dividend of 7.50 per equity share i.e. 375% on 138,99,71,160 Equity shares of the face value of 2 each, for FY2026 vis-a-vis 325% dividend in FY2025.

The equity dividend outgo for the FY2026 would absorb a sum of 1042.48 crore resulting in payout of 37.5% of the standalone net profits for FY2026 as against outgo of 903.48 crore comprising dividend of 6.50 per Equity Share in the previous year. Dividend, subject to deduction of tax at source as applicable, will be payable subject to approval of Shareholders at the ensuing Annual General Meeting (“AGM”) to shareholders of the Company as at Record date for the purpose of Dividend i.e. Monday, 13th July 2026. The dividend recommended is in accordance with the Company's Dividend Distribution Policy and in compliance with the framework prescribed in RBI Master Directions.

The Company has not paid any Interim Dividend during the financial year under review.

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 12,43,340 being the unclaimed dividend for FY2018 to the Investor Education and Protection Fund (“IEPF”). In addition, the dividend amount of 589,099.50 for FY2025 on shares held by IEPF was remitted to 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.

Measures taken to reduce unclaimed amounts

Proactive steps were taken for payout of unclaimed dividend amounts to equity shareholders with updated bank details, thereby reducing amounts requiring transfer to the IEPF and enhancing shareholder service outcomes. During FY2026, dividend payment aggregating to 9.76 lakhs was paid to 2,812 eligible shareholders followed by dispatch of credit confirmation letters.

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. 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 Companies Prudential Norms on Declaration of Dividends) Directions, 2025 dated 28th November 2025. 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.

As per the Company's Dividend Distribution Policy, the Company endeavours to maintain a dividend payout ratio generally in the range of 20% to 30% of the annual standalone Profit After Tax (“PAT”). The Policy also provides that while determining the nature and quantum of the dividend payout, including amending the suggested payout range as above, the Board would take into account various internal and external factors such as Capital Adequacy Ratio, earnings stability and cash flow position of the Company.

The Dividend Distribution Policy can 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 continued to strengthen its operating capabilities, with a focused approach towards improving execution, productivity and customer engagement across the lending lifecycle. Anchored in its core objective of serving rural and semi-urban India, the Company operates through a diversified portfolio spanning vehicle financing, SME lending, mortgages and allied businesses, supported by a widespread distribution network across 27 states and 7 union territories, covering over 95% of pin codes. The operating model remains centred on deep customer understanding in Bharat markets, with a significant proportion of customers sourced from rural and semi-urban geographies and aligned to self-employed and agri-linked segments.

During the year, your Company continued to make tangible progress in strengthening execution through digital and analytics-led transformation. The Udaan programme is now integral to origination, underwriting and servicing workflows, enabling standardisation of processes and improved turnaround times. At the end of the year, loans across all business verticals were processed through the digital stack, with nearly 40% of applications approved through straight-through processing, reflecting improved operational efficiency and reduced manual intervention. Your company's agentic AI initiatives have also enabled faster post-sanction turnaround times by improving process efficiency.

This transformation has been complemented by increased adoption of analytics across business functions, including sourcing, underwriting and collections. Enhanced decision-support systems, early warning triggers and real-time monitoring dashboards have improved execution discipline and responsiveness across the value chain.

Pillars of Progress: Growth, Efficiency and

Customer-Centricity

Branch Network Performance and Distribution Transformation

During FY2026, your Company recalibrated its branch network to enhance productivity and align distribution with evolving priorities, supported by clearer role definitions, stronger supervisory frameworks and tighter integration with centralised underwriting and analytics. The extensive network of 1,300+ branches and 7,000+ channel outlets continues to anchor sourcing, servicing and collections, particularly across rural and semi-urban markets. The transition to a digitally enabled branch model has strengthened onboarding, data capture and process control, with QR-based customer feedback mechanisms, and structured tracking of all customer requests ensuring timely resolution.

Operational efficiency has improved through the rollout of e-mandate and UPI-based payment processes, enabling seamless collections and reducing reliance on physical instruments. Backend processes have been strengthened through centralisation and automation of processes.

The branch network continues to evolve as a multi-product distribution platform, driving cross-sell across loans, insurance and other products, with the integrated “phygital” model enhancing operational discipline, customer lifecycle value and improved regulatory compliance.

Digital Transformation and Customer Engagement

Your Company continued to deepen its digital footprint across rural and semi-urban markets by scaling assisted digital loan journeys, automated credit assessments and faster turnaround times. These initiatives have improved customer access, enhanced operational efficiency and strengthened financial discipline the lending lifecycle. Digital adoption remains a key driver of reach, consistency and service quality.

Udaan: Enterprise-wide Digital Backbone

The Udaan Digital Transformation Programme has completed full adoption across lending, servicing and collections, creating a unified digital backbone for the Company. Udaan enables end-to-end assisted digital journeys supported by analytics, alternative data, account aggregators, bank statement analysis, digital KYC, e-documentation, e-sign, e-mandates and improved fraud prevention controls.

As a result, documentation has been streamlined, turnaround times reduced, compliance strengthened and transparency enhanced across the value chain. During the year, digital collections increased to 85%. With platform rollout complete, the focus has now shifted to optimisation, deeper analytics-led interventions and sustained productivity gains.

Scaling Omnichannel Customer Platforms

The Mahindra Finance Customer App evolved into an enterprise-scale digital platform supporting loans, investments and core servicing across mobile and web channels. The Mahindra Finance Customer App is now available in multiple Indian languages and plays a central role in customer engagement, collections and cross-sell.

During the year, Cumulative app sign-ups crossed 14.3+ Lakh, with sustained growth momentum (~10 Lakh), and the app generated 1.6+ Lakh leads with 30% classified as ‘hot leads' alongside 10x increase in positive customer reviews, underscoring strong improvements in usability, reliability and overall customer satisfaction.

AI-led Credit, Collections and Decisioning

Your Company continues to embed AI and ML across underwriting, collections, operations and leadership decision-making. Retail credit decisioning is now supported by advanced scorecards across customer segments, AI voice agents were also deployed, covering ~15% of the soft bucket portfolio. Key initiatives included the implementation of a Lakehouse medallion architecture and the Drishti analytics portal, resulting in platform simplification, with 2,200+ employees accessing 100+ data attributes through Drishti.

In the Collections and Orchestration space, the solution is live with AI voice agents, resulting in lower digital costs, reduced EMI bounce rates, and expanded soft-bucket coverage, enabled by multi-channel AI-driven decisioning. AI-based models have also expanded the pre-approved and pre-qualified customer base by up to 8x, supporting scalable growth.

AI-powered conversational platforms further strengthened service delivery, handling over 1.3 crore customer interactions, engaging 2.45 lakh unique users, and generating 34,000+ leads across servicing, collections and origination use cases.

Data and Analytics as a Strategic Enabler

The Company's centralized Data Lakehouse architecture now provides real-time access to performance dashboards, KPIs and cross-functional insights. Users actively leverage curated data assets to support faster decision-making, improved lead conversion, better collections forecasting and enhanced regulatory preparedness. Advanced analytics are increasingly embedded across functions, reinforcing financial discipline and operational excellence.

Technology Infrastructure, Cybersecurity and Resilience

Cloud infrastructure was strengthened through a multicloud, agnostic strategy, enhancing scalability, cost efficiency and data security, while network modernisation across 840+ locations improved reliability and performance. The Company further reinforced its cybersecurity posture by enhancing people, processes, and technology, and optimizing its cybersecurity tools for improved resilience, faster detection, and stronger threat prevention. The 24/7 Security Operations Centre ("SOC") was upgraded with automated alerting and improved detection rules, enabling quicker response and accurate incident management. Vulnerability management was strengthened through automated scanning, risk-based prioritisation, and integrated patching, reducing exposure and improving remediation timelines. Proactive Red Team assessments by external experts validated control effectiveness and ensured timely closure of gaps. These efforts resulted in your Company achieving a National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) maturity score of 3.0 (“Defined and Implemented”), reflecting robust and aligned cybersecurity practices.

During the year, a Cyber Incident occurred wherein single UAT (User Acceptance Testing) database hosted on cloud was compromised. The UAT database did not contain any customer data or sensitive information and hence no customer data was exfiltrated. Neither it impacted any business operations nor caused any downtime. The impacted database was isolated as part of remedial measures and necessary corrective measures were taken, the findings of which were reviewed by Board Committee(s).

Enhanced Insurance Coverage of MMFSL assets

Your Company received its corporate agency license from IRDAI in May 2024 and has since established a robust insurance distribution framework by partnering with various insurance providers to offer a comprehensive range of products catering to diverse customer needs. Building on this foundation, your Company has continued to deepen its market presence in FY2026 by distributing exclusive group insurance products tailored for its existing customers, while simultaneously expanding its retail insurance solutions across Motor and Life insurance segments for both new and existing customers.

Your Company leverages its extensive Pan-India network of over 1,300 branches and offices, staffed by trained and certified personnel who possess a strong understanding of customer needs and are well-equipped to deliver personalised insurance advisory. Your Company has further strengthened its insurer partnerships, providing customers with a broader and more competitive choice of products.

During FY2026, your Company undertook a significant organisational transformation to bring sharper depth and focus across each sub-vertical enabling improved accountability and efficient execution. Concurrently, your Company simplified key processes across subverticals including, ensuring leaner workflows and faster turnaround for both customers and partners. Your Company also made significant strides in technology-led transformation, automating several key business processes to streamline and simplify operations. These concerted efforts have resulted in significantly improved insurance penetration and enhanced service delivery, supported by a dedicated in-house claims team that continues to deliver a superior claims experience. Sustained investment in employee training and capability building has further reinforced the strength of this model, firmly positioning insurance as a strategic lever for risk management across your Company's customer base. The distribution network is powered by a growing team of dedicated employees, comprising Specified Persons and Point of Sales Persons (“PoSP”), ensuring widespread reach and seamless customer service.

Your Company remains committed to deepening insurance penetration, enhancing the quality of customer service, and leveraging technology to build a resilient and future-ready insurance distribution business.

The Company has executed a term sheet with Mahindra & Mahindra Limited (“M&M”), the Promoter and Holding Company and The Manufacturers Life Insurance Company (Manulife) for distribution of insurance products of the proposed 50:50 life insurance joint venture ("JV") between M&M and Manulife, and will formalize the said distribution arrangement post incorporation of JV Company.

Future Growth Enablers

Your Company's vision is to be most trusted financial services partner for Bharat, driven by customer-centricity, digital and AI-led innovation, and sustainable growth. This vision is supported through a diversified product suite and continued investments in capabilities that enable deeper market penetration across customer segments. Growth will be driven through calibrated expansion in core and emerging segments such as pre-owned vehicles, tractors, SME lending, mortgages alongside increased cross-sell across insurance and other financial services.

Digital, data and AI-led capabilities will remain central to the Company's growth strategy, with platforms such as Udaan and analytics-driven decision frameworks enhancing customer acquisition, improving turnaround times and enabling scalable operations. The Company will also continue to expand its ecosystem through partnerships with banks, NBFCs and fintechs, including co-lending and co-origination models, to widen credit access and diversify origination channels. Supported by the growing insurance distribution business, your Company remains well positioned to deliver sustainable growth and improved customer outcomes.

During the year under review, the Board of Directors have accorded in-principle approval for evaluating the proposal for consolidation including Scheme of merger by absorption of Mahindra Rural Housing Finance Limited (“MRHFL”), a 98.43% owned subsidiary of the Company with the Company, subject to further evaluation to be carried out by the Committee of Independent Directors and Audit Committee of the Board and necessary recommendations to be made by them.

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

Pursuant to the Reserve Bank of India's Press Release dated 16th January 2025, your Company has been classified as an NBFC Upper Layer. The Company remains committed to the highest standards of governance and regulatory compliance. It continues to comply with applicable RBI laws, regulations and guidelines including those relating to capital adequacy, asset quality, and other prudential norms.

BUSINESS CONTINUITY POLICY

In order to have robust framework and process for Business continuity, your Company has in place a Business Continuity Management Policy which 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

In compliance with the applicable RBI directions on Internal Ombudsman, as amended from time to time, your Company has appointed an Internal Ombudsman (“IO”). 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 applicable RBI directions.

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 FY2026, with inflation on a decreasing trend and increasing global uncertainties, RBI reduced the REPO Rate by 100 bps to 5.25%. Liquidity conditions remained in surplus in Q4 FY2026 with the banking sector liquidity remaining largely negative in Q1 FY2026. Inflation in India has remained majorly below 6% (RBI upper tolerance limit) throughout the year. Consumer Price Index (“CPI”) inflation was 3.40% in March 2026. 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 Middle East Conflict, Russian-Ukraine war, and significant US policy changes by new administration in 4 distinct areas viz: trade, immigration, fiscal policy and regulation which is expected to lead to global uncertainty and economic slowdown. The rupee has remained under pressure throughout FY2026 against the US dollar. During Q4 FY2026, it remained volatile primarily on account of proposed US policy changes, US-Iran war, and ended at 94.8/$ mark.

The 10 Year G-Sec yield curve has been following a reducing trend from around 7.10% to 6.5% during the financial year. However, it trended upwards in Q4 FY2026 and ended at 7.03%. During the year, interest cost on borrowed funds remained at 7.20% (interest cost to average borrowing) for the Company.

During the year under review, your Company continued with its diverse methods of sourcing funds including funds raised through rights issue, borrowing through Secured Debentures, Term Loans, Securitisation, Fixed Deposits, Commercial Papers etc., and maintained prudential Asset Liability match throughout the year. Your Company availed loans from banks against the Company's Priority Sector Lending ("PSL") eligible lending book at competitive cost. Your Company continues to expand its borrowing profile by tapping new lenders.

Securitisation

During the year, your Company successfully completed Securitisation transactions aggregating to 9,649 crore.

Non-Convertible Debentures

During the year under review, the Company issued 100 crore (face value) through the issuance of Non-Convertible Debentures (NCDs) on a private placement basis. Additionally, the Company received 2,976.74 crore (face value 2,794.71 crore) towards the balance payment on partly paid NCDs.

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. There was no deviation/variation in use of proceeds raised from the objects stated in the offer document.

The NCDs of the Company are listed on the debt market segment of BSE Limited, and the Company qualifies as a High Value Debt Listed Entity in terms of the SEBI Listing Regulations. As on 31st March 2026, there were no unlisted NCDs. Your Company is in compliance with the applicable guidelines issued by the RBI and Securities and Exchange Board of India in this regard. There has been no default in making payments of principal and interest on the NCDs issued by the Company.

Borrowings

As on 31st March 2026, the Company had an outstanding total borrowing of 1,20,334.86 crore against outstanding total borrowing of 1,12,873.47 crore as on 31st March 2025, indicating an increase in borrowings by ~6.61%. The details of outstanding instrument wise borrowing as at 31st March 2026 is given in the Notice of the 36th AGM, being sent with this Annual Report.

In order to expand the business of the Company and to cater the planned 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 1,50,000 crore to 1,75,000 crore under section 180(1)(c) of the Act.

Credit Ratings

Your Company enjoys highest rating (AAA) for its long- term and short-term borrowing programmes from the credit rating agencies. CRISIL Ratings Limited (“CRISIL”) & India Ratings and Research Private Limited (“India Ratings”) rated for its Non-Convertible Debentures program, Commercial Paper, 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. The details of ratings are given in the Corporate Governance Report, forming part of this Annual Report.

Capital Adequacy

As on 31st March 2026, the Capital to Risk Assets Ratio (“CRAR”) of your Company was 18.84% which is well above the minimum requirement of 15% CRAR prescribed by RBI. Out of the same, Tier I capital adequacy ratio stood at 16.66% and Tier II capital adequacy ratio stood at 2.18% respectively.

SHARE CAPITAL

Public Issue-Rights Issue of Equity Shares in

FY2026

During the year under review, your Company has raised an amount of 2996.16 crore via allotment of 15,44,41,240 Equity Shares of the face value of 2 each for cash at a price of 194 per Equity Share (including premium of 192 per Share) in the ratio of 1 (one) Rights Equity Share for every 8 (eight) fully paid-up Equity Share of the Company, held by the eligible Equity Shareholders on the Record Date i.e. 14th May 2025. The Rights offering witnessed high levels of subscription and strong participation from Shareholders and investors, with 166.73% oversubscription of the issue size. The proceeds from the Rights Issue have been fully utilised for the objects of the Rights Issue as mentioned in the Letter of Offer filed with the Securities and Exchange Board of India ("SEBI") and there was no deviation from the same. Consequently, pursuant to the allotment of Rights Shares on 9th June 2025, the issued, subscribed and paid-up Equity Share Capital of the Company increased from 123,55,29,920 Equity Shares to 138,99,71,160 Equity Shares of the face value of 2 each, fully paid-up amounting to paid up equity share capital of 277.99 crore.

The Company has neither issued any convertible instruments during the year nor has any outstanding convertible instruments as on 31st March 2026.

Thus, 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 Director are given in the Corporate Governance Report forming part of this Annual Report.

ECONOMY

Global Economy

The global economy in Calendar Year (“CY”) 2025 operated in an environment marked by elevated geopolitical uncertainties, persistent trade fragmentation and relatively tight financial conditions, which continued to weigh on economic activity across regions.Escalatinggeopoliticalconflicts and renewed supply-side disruptions exerted pressure on energy and commodity markets, resulting in heightened volatility in crude oil and freight costs during the year. Against this backdrop, global growth is expected to moderate from approximately 3.4% in CY 2025 to 3.1% in CY 2026, reflecting weaker investment activity, subdued manufacturing output and softer global demand conditions. Inflationary pressures, although moderating compared to previous years, are expected to remain elevated at around 4.4% in CY 2026 due to higher energy prices, resilient services inflation and persistent wage pressures across several economies. Higher interest rates and elevated sovereign debt levels continued to constrain fiscal flexibility and borrowing conditions, particularly across emerging market and developing economies. In addition, rising trade tensions, increased defence spending and geopolitical fragmentation may continue to pose risks to medium-term global growth and financial stability. However, ongoing investments in technology, energy transition initiatives and supply-chain diversification efforts are expected to support resilience and improve long-term economic prospects.

Domestic Economy

The Indian economy continued to demonstrate resilience during FY2026 despite escalating geopolitical tensions, global trade disruptions and volatility in commodity markets. Strong domestic demand, sustained government capital expenditure and healthy growth in manufacturing and services sectors supported economic activity, enabling India to remain among the fastest-growing major economies globally. GDP growth for FY2026 stood at 7.6%, while the growth outlook for FY2027 remains robust at around 6.9%, supported by strong domestic consumption, infrastructure investments and easing external trade pressures. Inflationary pressures remained relatively contained, with CPI inflation moderating to 3.4% in March 2026, although elevated global crude oil prices and supply disruptions arising from the West Asia conflict continued to pose upside risks. India's external sector remained resilient, aided by strong services exports, record remittance inflows and foreign exchange reserves exceeding USD 700 billion. Gross GST collections remained strong, crossing 2 lakh crore in recent months, reflecting resilient consumption trends, improving compliance and continued formalisation of the economy. However, rising freight costs, supply-chain disruptions and shipping uncertainties continued to impact merchandise trade and logistics activity. Nevertheless, continued focus on fiscal consolidation, infrastructure development, manufacturing incentives and digital public infrastructure is expected to strengthen India's medium-term growth prospects and macroeconomic stability.

Management Discussion and Analysis

In accordance with the applicable provisions of the Master Direction Reserve Bank of India (Non-Banking Financial Companies Financial Statements: Presentation and Disclosures) Directions, 2025 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 Annual 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. A Report on Corporate Governance along with a Certificate from M/s. Makarand Joshi & Co (“MMJC”), Company Secretaries, Secretarial Auditor, certifying compliance with all the conditions of Corporate Governance forms part of this Annual Report.

Ethics Framework

The Ethics & Corporate Governance framework 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 Committee and the Audit Committee ensures that the Ethics & Governance framework is executed effectively and the decisions on substantiated cases are taken in a fair, just and consistent manner across business.

The Code of Conduct and aforementioned 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

Investor Relations

During the current year, your Company has met several 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”).

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. Your Company believes in transparent communication and have been voluntarily disclosing critical information regarding Company's performance through 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 the silent period, no meetings with investors/analysts/funds are held to discuss 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 and joint venture for FY2026, prepared in accordance with the relevant provisions of the Companies Act, 2013 (“the Act”) and applicable is 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 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/investors/disclosures-reg-46-62/financial-information .

SUBSIDIARIES AND JOINT VENTURE

A report on the performance and financial position of the Company's subsidiaries and 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

Your Company does not have any material subsidiary for the financial year ended 31st March 2026 in terms of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Operational and performance highlights of the Company's Subsidiary/Joint Venture Companies for FY2026

Mahindra Insurance Brokers Limited (“MIBL”)

MIBL, a wholly owned subsidiary of the Company is engaged in the business of providing direct insurance broking services for Corporate and Retail customers and offers a range of products across the Non-Life and Life segments. MIBL is also engaged in the business of reinsurance broking, catering to the insurance requirements of insurance companies.

MIBL delivered strong financial performance in FY2026, with total income rising 21% year-on-year to 1,497.36 crore. Profit before tax increased to 157.03 crore from 123.92 crore, and profit after tax improved to 113.59 crore from 88.78 crore, reflecting healthy growth in profitability. The Company also received aggregate dividends of 177.32 crore from MIBL during the year. During the year under review, the Net Premium facilitated for the Corporate and Retail business lines grew by 15%, increasing from 3,979.87 crore in FY2025 to 4,590.46 crore in FY2026.

Mahindra Rural Housing Finance Limited (“MRHFL”)

MRHFL, the Company's 98.43% owned subsidiary, is engaged in providing housing finance solutions across rural, semi-urban and urban India. During FY2026, MRHFL reported a total income of 1,175.04 crore as compared to 1,196.70 crore in the previous year, reflecting a marginal decline of 1.81% year-on-year. MRHFL demonstrated a significant turnaround in profitability, with profit before tax of 77.68croreas The Company against a loss of 304.58 crore in the previous year, and profit after tax of 58.01 crore as compared to a loss of 227.94 crore in the previous year. During the year, MRHFL disbursed loans aggregating to 3,171 crore, serving over 13,344 households, as compared to 2,023 crore in the previous year, indicating strong growth in business volumes. MRHFL continues to focus on improving operational efficiencies and expanding its footprint in the affordable and prime housing segments.

Mahindra Manulife Investment Management Private Limited (“MMIMPL”)

MMIMPL acts as an Investment Manager for the schemes of Mahindra Manulife Mutual Fund (“Mutual Fund”). As on 31st March 2026, MMIMPL managed 27 Mutual Fund schemes. The Assets Under Management ("AUM") in these 27 schemes increased to 32,264 crore as on 31st March 2026 as compared to 27,090 crore as on 31st March 2025 delivering a growth of 19%. Assets under equity and hybrid schemes stood at 30,045 crore as against 24,441 crore in the previous year, reflecting a growth of 22.93%. As on 31st March 2026, MMIMPL had empanelled 36,872 distributors, and now has 14,93,880 investor accounts across its schemes. During the year under review, the total income of MMIMPL was 114.11 crore as compared to 87.71 crore for the previous year. The operations for the year under consideration have resulted in a profit before tax of 6.50 crore as against a loss of 10.06 crore during the previous year.

Mahindra Manulife Trustee Private Limited (“MMTPL”)

MMTPL acts as the Trustee to Mahindra Manulife Mutual Fund (“Mutual Fund”). During the year, MMTPL earned trusteeship fees of 63.66 lakhs and other income of 14.24 lakhs as compared to 99.14 lakhs and 14.62 lakhs, respectively, for the previous year. MMTPL recorded a profit before tax of 23.16 lakhs for the year under review as compared to profit before tax of 61.82 lakhs in the previous year.

Mahindra Ideal Finance Limited (Sri Lanka) ("MIFL")

Your Company holds a 58.2% stake in MIFL with a total investment of 77.97 crore. Leveraging Mahindra Finance's expertise of over 30 years in the 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.The Company's With improving economic and business environment witnessed in Sri Lanka, MIFL recorded significant rebound in its business activities. MIFL recorded a total disbursement of Sri Lankan Rupee (“LKR”) 57.6 Bn with disbursements in the vehicle lending business at LKR 18.4 Bn, a growth of 107% over FY2025 and gold loan disbursements at 39.2 Bn, an increase of 95% over FY2025. As on 31st March 2026, MIFL GS3 level dropped to 1.73%, which is industry leading in thecontextoftheSriLankanmarket. achieved year-round collection efficiency of more than 100% in FY2026. MIFL's total income for the FY2026 was LKR 4,262 Mn vs LKR 2,741 Mn of FY2025. PBT in FY2026 was LKR 819 Mn an increase of 193% over FY2025 PBT of LKR 279 Mn and PAT in FY2026 was LKR 478 Mn, a growth 227% over FY2025 PAT of LKR 146 Mn. MIFL continued investments in increasing its reach to grow the business. The branch network grew to 37 branches, covering the length and breadth of the country. Investments were made in various IT initiatives to enhance the customer and user experience, while driving efficiencies across the Company's business processes.

During the year, MIFL issued unsecured, subordinated, redeemable debentures aggregating up to LKR 1.00 billion (approximately INR 30.12 crore) through a public issue to meet the capital adequacy requirement. The debentures are listed on the Colombo Stock Exchange with effect from 7 th April 2026.

Mahindra Finance CSR Foundation

Mahindra Finance CSR Foundation is a wholly owned subsidiary of Company registered under Section 8 of the Companies Act, 2013, incorporated to promote and support CSR projects and activities of the Company and its group Companies.

Joint Venture

Mahindra Finance USA LLC (“MFUSA”)

MFUSA's retail and dealer disbursement registered a decrease of 9.1% to USD 703.11 million for the year ended 31st March 2026 as compared to USD 803.93 million for the previous year.

Total income decreased by 3.4% to USD 79.37 million for the year ended 31st March 2026, as compared to USD 82.16 million in the previous year. Profit before tax declined to USD 20.67 million from USD 22.67 million, while profit after tax decreased by 8.2% USD 15.54 million from USD 16.93 million in the previous year.

Subsidiaries, Joint Venture or Associate

Companies

During the year under review, no companies have become/ceased to be the Company's Subsidiaries, Joint Venture/Associate Companies.

FIXED DEPOSITS

Deposit ("FD") programme continues to enjoy the highest degree of safety and timely servicing, as reflected in the reaffirmation of its ratings of ‘CRISIL AAA/Stable' and ‘IND AAA/ Stable' by CRISIL Ratings Limited and India Ratings & Research Private Limited.

The Company offers a diverse range of fixed schemes with competitive rates and technology enabled service delivery, catering to both retail and corporate investors, while continuing to expand its presence in rural and semi-urban markets.

During the year, the Company mobilised 6,776.75 crore through fixed deposits, with the consolidated deposit book standing at 14,196.03 crore as at 31 March 2026, supported by an investor base of over 88,581.

Digital initiatives in Fixed Deposits

The Company continues to enhance customer experience through digital channels, including its App and website, by improving FD journey. Transparency and servicing have been strengthened through periodic renewal reminders and improved digital access. Key initiatives include a simplified FD booking process and a WhatsApp-based AI chatbot for servicing, including balance checks, nominee updates and e-receipt access.

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.

As a Non-Banking Financial Company, the disclosures under 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 the Company.

The information pursuant to Chapter V of Master Direction DOR.FIN.REC.No.265/03.10.119/2025-26 dated 28th November 2025 issued by the Reserve Bank of India (Non-Banking Financial Companies Acceptance of Public Deposits) Directions, 2025, regarding unpaid/unclaimed public deposits as on 31st March 2026, 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: 2855

II. Total amounts due under such accounts remaining unclaimed beyond the dates referred to in clause (i) as aforesaid: 3.45 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 to investors through SMS/ Calls/Email/Physical Letters, assisting nominees and legal heir on claim settlement process. Further, communications were sent to deposit holders whose nomination is not registered, encouraging them to avail the nomination facility. The 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 read with the IEPF Rules, the Company transferred 0.30 crore towards unclaimed matured fixed deposits and 0.04 crore towards unclaimed interest to the IEPF during FY2026. Depositors can claim the same from the IEPF in accordance with the prescribed procedure.

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. 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. Further, the Company has not provided any guarantees falling within the purview of Section 186 of the Act. 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 DURING THE YEAR Awards/Recognitions received by your

Company

CSR

A warded for Significant Achievement in CSR Domain Excellence by CII-ITC Sustainability Awards 2025.

Honoured with “Best Financial Inclusion Initiative” awards at the prestigious DNA Awards 2025.

Awarded with Gold Award for Environmental Sustainability and Silver Award for Education & Skills Development.

Sustainability

R anked4 th at BW Business World India's Most Sustainable Companies 2025 in the Financial Services and Insurance & Asset Management category.

Ranked 49th among India's most sustainable companies by BW Businessworld for sustainability leadership.

Continued participation in Dow Jones Sustainability Index ("DJSI") with a score of 49 in CY2025, maintaining a position as one of the leaders in the Diversified Financial Services in India.

Accounts

A warded with Silver Shield in Category of Services Sector (including NBFC other than Banking and Insurance) at the prestigious ICAI Awards for Excellence in Financial Reporting 2024-25.

EMPLOYEE STOCK OPTION SCHEME/ RESTRICTED STOCK UNIT PLANS

With a view to continue the practice of rewarding performance of the employees of its subsidiaries, creating ownership culture and to retain, motivate and attract talent in light of growing business, the Company has obtained the approval of members for formulation of Mahindra & Mahindra Financial Services

Limited Subsidiaries Restricted Stock Units Plan 2026 (“MMFSL Subsidiaries RSU Plan 2026”) by way of Special Resolution passed via postal ballot on 7th February 2026.

Your Company has existing Restricted Stock Unit Plans namely Mahindra & Mahindra Financial Services Limited-Restricted Stock Unit Plan 2023 (“MMFSL RSU Plan 2023”) and Mahindra & Mahindra Financial Services Limited - Employees' Stock Option Scheme 2010 (“MMFSL ESOS Scheme 2010”). During the year under review, your Company granted 10,36,734 “RSUs” to the eligible employees under MMFSL RSU Plan 2023. No options/RSUs were granted to the eligible employees under the MMFSL ESOS Scheme 2010 and MMFSL Subsidiaries RSU Plan 2026. The Company does not have any scheme to fund its employees to purchase the shares of the Company.

The MMFSL ESOS Scheme 2010, MMFSL RSU Plan 2023 and MMFSL Subsidiaries RSU Plan 2026 of the Company are 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 FY2026. A Certificate from M/s Makarand Joshi & Co. (“MMJC”), Company Secretaries, Secretarial Auditor of the Company for FY2026, certifying that the Company's above-mentioned Schemes/Plans 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 AGM scheduled to be held on 21st July 2026.

The above-mentioned Schemes/Plans and applicable disclosures as stipulated under SBEBSE Regulations for the year ended 31st March 2026 can be accessed on the Company's website at the web-link: https:// www.mahindrafinance.com/investor-relations/financial information#annual-reports and at https://www. mahindrafinance.com/investor-relations/disclosures-under-regulation-46-and-62-of-sebi-lodr

SUSTAINABILITY VISION

Mahindra Finance has transitioned and evolved its sustainability vision from an outcome-focused approach in FY2023 25 to include a process-driven framework in FY2026 by embedding Environmental, Social and Governance (“ESG”) principles into its business model. This includes establishing processes to integrate environmental and social considerations into the Company's risk and control systems, and systematically incorporating sustainability as a decision-making tool across business operations, including site selection, procurement, contractor management, audit, maintenance and end-of-life processes. The strategic transition is reflected in the materiality refresh undertaken at the end of FY2025 and applied in FY2026 focused on environment (emissions, climate change and responsible products), social (human capital, diversity & inclusion and customer well-being) and governance (corporate governance, ethics and risk & controls) pillars. The transition is also reflected in the multi-level implementation through a dedicated Sustainability Team, enhanced Board/ CSR Committee review and supervision.

Sustainability Roadmap

The Company has outlined a 10-year sustainability roadmap in its Integrated Report, covering initiatives undertaken since FY2023 and structured across defined phases.

In FY2023, the Company declared its Science Based Targets Initiative (SBTi) targets across Scope 1, 2 and 3 emissions and identified year-wise initiatives to show progress till the target year of FY2032. Several initiatives have been implemented in Phase I (FY2023-2026) including stabilisation of Scope 1 emissions, ~29%, reduction in Scope 2 emissions and ~60% reduction in Scope 3 emissions. The scope emission reduction trends were an outcome of initiatives undertaken in energy saving (~8% reduction), water conservation (~17% reduction), renewable energy adoption (3,700 GJ increase) and waste reduction (~82% reduction) over the Phase I period.

In FY2023, the Company undertook a climate change risk assessment in 1,300+ branches/offices of Mahindra Finance to understand physical climate change risks related to flood, heat and high wind-based events. The outcome of the study was actioned in FY2024 and initiatives focused on upgraded infrastructure, installation of heat-resilient equipment, early warning systems and incorporation of physical climate change hazards in site screening and periodic evaluation checklists were implemented in Phase I.

Social Initiatives- Diversity, Equity, and Inclusion

Diversity, Equity, and Inclusion (“DE&I”) remain central to Mahindra Finance's vision of fostering a workplace that values and empowers every individual. In FY2026, 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

I nitiatives like Prarambh provided training to women from Tier-III and Tier-IV cities, resulting in 70+ 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

P olicies such as maternity transition support, 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

I nclusion-focused programs like Mahindra Finance World of Women (“MWoW”) consisting of members throughout the country and additional support members from the entire FSS sector has made significant strides in fostering inclusivity and empowerment by driving multiple initiatives and sessions within the Company. Initiatives like Perspective Building Sessions, Spectrum 2025 Inclusion Week, which engaged over 6,500 employees, and sensitization workshops such as nurturing psychologically safe workplaces, perspective building sessions, drove awareness and allyship across teams.

R ecognition and Future focus

P articipation 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.

Customer Engagement

During FY2026, the Company strengthened its call centre operations (available 365 days, except national holidays) across 10 languages, implemented skill upgradation programmes for customer facing staff, and established a centralised resolution team to address bureau-related concerns with faster turnaround and to improve customer satisfaction.

Business Responsibility and Sustainability

Report

Your Company continues to uphold high standards 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”) as a part of its Integrated Report (“IR”). Your Company has disclosed data on ‘leadership indicators' in BRSR over the last three years and is reporting on all leadership parameters defined in the nine principles of ‘BRSR Section C Principle Wise Performance Disclosure'. Your Company has undertaken a third party reasonable assurance for BRSR core principles, and limited assurance for BRSR non-core principles and "Value Created for Stakeholders" section in the IR.

Integrated Reporting

IVF Your Company is pleased to present its holistic performance for FY2026, 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

Established in 1991, Mahindra Finance continues to play a pivotal role in extending financial services across underserved regions of India. Guided by its philosophy of #TogetherWeRise, the Company remains committed to fostering inclusive and sustainable growth beyond its core business operations.

Through its Corporate Social Responsibility (“CSR”) initiatives, the Company focuses on key areas such as Financial Inclusion, Education, Livelihood, Healthcare and Environment sustainability, aimed at addressing critical social needs and empowering underprivileged communities. These initiatives are aligned with the Company's broader objective of creating long-term social impact by enabling individuals and communities to improve their quality of life and achieve sustainable development.

CSR Committee

Your Company has 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:

Name Category
Ms. Padmaja Chunduru (appointed as Chairperson of the Committee w.e.f. 28th January 2026) Independent Director
Mr. Diwakar Gupta (ceased as Chairperson and continued to be a member of the Committee w.e.f. 28th January 2026) Independent Director
Mr. Vijay Kumar Sharma Independent Director
Mr. Raul Rebello Managing Director &
CEO

During the year under review, 3 (three) CSR Committee Meetings were held, details of which are provided in the Corporate Governance Report. The CSR Committee inter-alia, reviews and monitors the CSR as well as ESG activities.

CSR Policy

The CSR Policy approved by the Board, encompasses the approach and guidance given by the Board, taking into account the recommendations of the CSR Committee, including principles for management of the CSR Project(s)/Program(s) and formulation of the Annual Action Plan which has been hosted on the website of the Company at https://www. mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies

During the year under review, the Policy was reviewed as part of the annual review process and was found to be in alignment with the applicable regulatory requirements; accordingly, no changes were considered necessary.

Key CSR Achievements for FY2026

During FY2026, the Company continued to drive impactful CSR initiatives across Education & Livelihood, Healthcare and Environment, with a strong focus on financial inclusion, sustainability and community empowerment.

‘Dhan Samvaad' – CSR Flagship Program

Your Company's flagship financial literacy programme, Dhan Samvaad, focuses on empowering gig workers, self-employed individuals, and small entrepreneurs through practical, participatory learning and improved access to formal financial systems. Aligned with RBI's Financial Literacy Vision 2025 and national priorities, the programme has benefited over 0.5 million individuals since inception.

Impact created: The initiative reached over 2.77 lakh beneficiaries across 45+ districts in 8 states, reflecting its wide geographical outreach. Women constituted 38% of the participants, with over 1.05 lakh female beneficiaries engaged. Adoption of DigiLocker was notably high at 84%, covering over 2.33 lakh beneficiaries, indicating strong digital integration. Additionally, around 80% of beneficiaries, equivalent to over 2.23 lakh individuals, were successfully linked to various social security schemes, demonstrating effective inclusion outcomes.

The programme continues to strengthen financial awareness, digital inclusion, and access to government schemes, enabling informed financial decision-making and improved financial resilience.

Saksham Scholarship Project

Under the Saksham Scholarship initiative, your Company extended financial assistance to approximately 4,435 students from economically disadvantaged backgrounds, supporting education from school to post-graduation and promoting inclusive access to learning.

Employability Skills Training Project

The Company trained over 1,270 youth (70% women) across 6 states under its employability programme in ITES/BPO and related domains. Placement rates ranged between 40% 60%, with monthly salaries ranging from 13,000 to 20,000, contributing to sustainable livelihood creation.

Nanhi Kali

Project Nanhi Kali supports girls in Classes 6 10 through life skills, digital literacy, financial awareness, and sports-based development, enabling a smooth transition to higher education and career. In FY2026, your Company supported nearly 20,000 girls across 12 districts in 5 states, promoting holistic development and gender equity.

Mahindra Pride Classroom

Through Mahindra Pride Classroom, over 83,500 final year female students at Pan India received structured employability training, enhancing their readiness for the workforce. Placement support was facilitated through initiatives such as Job Utsav.

Mahindra Pride Skill Centres

Under Mahindra Pride Skill Centres, 1,000 women were trained from 2 states across sectors such as IT/ITES, retail, and hospitality, with around 80% successfully placed, strengthening women's economic empowerment.

Project Hariyali

In FY2026, your Company planted 14,500 saplings across 95 farmer's lands in 3 villages of Dahod district of Gujarat, while also supporting maintenance of earlier plantations, contributing to biodiversity, carbon sequestration and supplementary farmer income.

Additionally, your Company extended support for the maintenance, nurturing, and survival of previously planted saplings during FY2024 under Project Hariyali in the Araku region of Andhra Pradesh, ensuring long-term impact and sustainability of afforestation efforts

Water Conservation Project

Your Company has continued its water conservation efforts in Murbad and Shahapur (Thane, Maharashtra), creating a cumulative storage capacity of 11.34 crore litres over the last four years, supporting household and agricultural needs. In FY2026, the Company constructed 10 rainwater harvesting structures and 1 farm pond, expected to conserve 1.13 crore litres annually, benefiting around 2,500 rural beneficiaries These initiatives contribute to improved water security, agricultural productivity, and long-term sustainability.

Project Sehat

Under its healthcare initiatives, your Company implemented the Ambulance Donation Project to improve access to emergency and preventive healthcare. In FY2026, 9 ambulances were donated to 9 selected NGOs based on a rigorous evaluation process, strengthening last-mile healthcare delivery in underserved areas. Additionally, nationwide blood donation drives were conducted, resulting in collection of over 3,075 units of blood. These initiatives continue to enhance healthcare access, support critical needs, and strengthen community well-being.

Employees Volunteering

Your Company continued to promote employee participation in CSR initiatives, with over 18,300 employees (80%) contributing 68,000+ hours through virtual and on-ground programmes such as Blood Donation Drives, Swachh Bharat, Samantar and Gyandeep. In addition, the Company supported other causes including education grants, leprosy awareness, day care centres and initiatives for underprivileged communities, reinforcing its commitment to social - responsibility and community engagement.

Stakeholder Engagement

In FY2026, your Company organised the 4th 'CSR Implementation Partners' Meet on 30th January 2026, bringing together 27 representatives from 13 partner organisations for collaboration, knowledge-sharing, and capacity building. During the meet, three partners were recognised as Best CSR Implementation Partners 2026, and workshops were conducted on ESG for NGOs and effective grant management practices.

The Company also hosted two Independent Directors at its flagship Dhan Samvaad programme, enabling direct engagement with communities and strengthening Board-level guidance on programme effectiveness and scalability. Further, in partnership with Tech Mahindra Foundation, the Company facilitated employability exposure for youth, including a corporate immersion visit of 30 trainees to the Company's Mumbai office, providing practical insights into workplace environment and career pathways.

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 Company's prescribed CSR obligation for FY2026 was 47.75 crore, against which it has spent 47.78 crore during the year, thereby ensuring that 100% of the CSR obligation has been met. Further, in terms of the CSR Rules, Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2026.

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 CSR Rules, as amended, encompassing the salient features is set out in “Annexure I” of this

Report.

Impact Assessment of CSR Projects

In compliance with Rule 8(3) of the CSR Rules, 2014, the Company has undertaken impact assessment for eligible CSR projects and engaged independent agencies for the same. Impact assessment was carried out for projects including Nanhi Kali, Mahindra Pride,

Women Economic Empowerment, Project Hariyali, and ProjectSwabhimaan.

Impact Assessment Reports is annexed as Annexure 1 to this Report, and the detailed reports are available at: https://www.mahindrafinance.com/together-we-rise#csr-reports

As a best practice, your Company conducts third-party financial audits of its CSR projects on voluntary basis to ensure transparency, accountability and effective utilisation of funds.

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#annualreports.com

BOARD & ITS COMMITTEES Board

Your Company recognises and embraces the importance ofadiverseBoardinitssuccess.

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 2026, the Board of your Company consisted of 10 Directors comprising a Non-Executive Chairperson, Managing Director & CEO, 3 Non-Executive Non- Independent Directors and 5 Independent Directors, of whom 2 are women Independent Directors.

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

The composition of Audit Committee is in compliance the 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 Companies - Governance) Directions, 2025. All members of the Committee are non-executive directors possessing financial literacy, and expertise in accounting or financial management related matters.

As on 31st March 2026, the Audit Committee comprised of 4 Independent Directors and 1 Non-Executive Non-

Independent Director:

Name Composition & 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
Ms. Padmaja Chunduru (appointed as member of the Committee w.e.f 28th January 2026) Independent Director

During the year under review, 6 Audit Committee Meetings were held, details of which are disclosed in the Corporate Governance Report. The terms of reference of the Audit Committee remained unchanged during the year. All the recommendations of the Audit Committee were approved and accepted by the Board during the year under review.

Meetings and Postal Ballot Board Meeting

The Board of Directors met 8 times during the year i.e. on 22nd April 2025, 2nd May 2025, 8th May 2025, 22nd July 2025, 28th October 2025, 8 th December 2025, 28th January 2026 and 31st March 2026, as against the statutory requirement of at least four meetings. The requisite quorum was present at all the Board Meetings and the maximum time gap between any two Meetings did not exceed 120 days. These Meetings were well attended. The 35 th AGM of the Company was held on 22nd July 2025 through Video Conference. During the year under review, no Extraordinary General Meeting (“EGM”) of the Members was held.

Postal Ballot

During the year under review, members had approved the following resolutions passed through postal ballot:

Appointment of Ms. Padmaja Chunduru (DIN: 08058663) as an Independent Director of the Company for a first term of five consecutive years commencing from 10th November 2025 to 9th November 2030 (both days inclusive), not liable to retire by rotation.

Appointment of Mr. Parag Rao (DIN: 02436612) as a Non-Executive Non-Independent Director of the Company with effect from 10th December 2025, liable to retire by rotation.

Introduction and implementation of 'Mahindra & Mahindra Financial Services Limited - Subsidiaries Restricted Stock Units Plan 2026'.

Provision of money by the Company to Mahindra & Mahindra Financial Services Limited Employees' Stock Option Trust to fund the subscription of equity shares in terms of Mahindra & Mahindra Financial Services Limited- Subsidiaries Restricted Stock Units Plan 2026.

The voting results were announced on 9th February 2026 and submitted to the stock exchanges where securities of the Company are listed. 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.

Meetings of Independent Directors

The Independent Directors met twice during the year under review, on 13th October 2025 and 31 st March 2026. The Meetings were conducted without presence of the Executive Director, the Non-Executive Non-Independent Directors, 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 and 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 FY2026 and up to the date of this report pursuant to recommendation of NRC and approval by Board:

Re-appointment of Ms. Rebecca Nugent as an Independent Director

Th e members of the Company have at AGM held on 22nd July 2025, approved the re-appointment of Ms. Rebecca Nugent (DIN: 09033085) as an Independent Director of the Company for a second term of five consecutive years, commencing from 5th March 2026 to 4th March 2031, not liable to retire by rotation.

A ppointment of Ms. Padmaja Chunduru as an Independent Director

T he Board appointed Ms. Padmaja Chunduru (DIN: 08058663) as an Additional Director (Independent) for a 1st term of 5 consecutive years with effect from 10th November 2025 up to 9th November 2030, not liable to retire by rotation. Ms. Padmaja Chunduru possesses integrity and relevant proficiency, which would bring tremendous value to the Board and to the Company. Ms. Chunduru possesses the requisite skills and capabilities required for the role of Independent Director of the Company and her appointment on the Board would be in the interest of the Company.

A ppointment of Mr. Parag Rao as a Non-Executive Director

T he Board appointed Mr. Parag Rao (DIN: 02436612), as an Additional Director (Non-Executive, Non-Independent Director) of your Company, with effect from 10th December 2025, liable to retire by rotation. Mr. Parag Rao is Growth Leader Financial Services and Senior Management Personnel of Mahindra & Mahindra Limited (Holding and Parent Company of the Company) effective 27 th October 2025. Mr. Rao brings over three decades of experience in banking, digital transformation and business leadership, having held key leadership roles at HDFC Bank, where he managed diverse portfolios including payments, technology and liability product management.

The members of the Company have approved the appointment of Ms. Padmaja Chunduru and Mr. Parag Rao as Directors of the Company via

Postal Ballot on 7th February 2026.

A ppointment of Mr. Krishna Kumar Sukumaran Nair as a Non-Executive Director

Th e Board of Directors appointed Mr. Krishna Kumar Sukumaran Nair (DIN: 11673376) as an Additional Director (Non-Executive, Non-Independent) with effect from 23 rd June 2026, who would represent Life Insurance Corporation of India (“LIC”), which holds 10.26% of the paid-up share capital of the Company as on 31st March 2026. He has been nominated by LIC, to replace Mr. Ashwani Ghai, representing LIC on the Board, their nd whose term would end on 22 June 2026. The

Board places on record its sincere appreciation for the valuable contributions made by Mr. Ashwani Ghai during his tenure and acknowledges his guidance and commitment to the Company. The approval of the Members for appointment of Mr. Krishna Kumar Sukumaran Nair as a Director of the Company will be sought at the ensuing 36th AGM and the necessary resolution forms part of the Notice convening the AGM. Board is of the view that appointment of Mr. Krishna Kumar Sukumaran Nair will add value to the Board's deliberations and enhance the overall effectiveness.

Retirement by Rotation

In terms of provisions of Section 152 of the Companies Act, 2013, Mr. Amarjyoti Barua (DIN: 09202472), Non-Executive Non-Independent Director is liable toretirebyrotationand,beingeligible,has himself for re-appointment at the ensuing 36th AGM of the Company. During the year under review, no Director including any Independent Director of your Company resigned from the Company.

Fit and Proper and Non-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 IV of RBI Master Direction No. RBI/DOR/2025-26/344 DOR.GOV.REC. No.263/18-10-013/2025-26 dated 28th November 2025, as amended, and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164 (1) and(2)oftheCompaniesAct,2013. after due enquiry, confirm that:

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 prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that all 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 termsofSection150oftheCompaniesAct,2013 Th read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have that they have registered themselves with financial the databank maintained by Indian Institute of Corporate Affairs, Manesar (‘IICA') and the said registration is renewed and active as on the dateofthisreport.The financial year ended 31 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 2026:

1. Mr. Raul Rebello, Managing Director & CEO

2. Mr. Pradeep Kumar Agrawal, Chief Financial Officer

3. Ms. Brijbala Batwal, Company Secretary

During the year, there was no change in Key Managerial Personnel.

Directors' Responsibility Statement

The evaluation is conducted through 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 Managementand i. In the preparation of the annual accounts for financial year ended 31 st March 2026, 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 Joint 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 31 st March 2026 and of the profit of the Company for the year; The 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. ey have prepared the annual accounts for financial year ended 31st March 2026 on a going concern basis.

v. Theyhavelaiddownadequateinternal controls to be followed by the Company and that such internal financial controls were operating effectivelyduringthe st March 2026.

vi. ey have 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 2026.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a structured framework for the annual performance evaluation of the Board, its Committees, Individual Directors and the Chairperson. The evaluation was carried out during the year under review in accordance with the criteria and methodology approved by the Nomination and Remuneration Committee ("NRC") and in alignment with the applicable regulatory requirements and the Code of Independent Directors. The process involves a structured questionnaire-based assessmentcovering,inter-alia,Board strategic oversight, governance practices, Committee functioning, and individual directors' contribution, participation, independence, and leadership attributes. online platform ensuring confidentiality, with the results reviewed by the NRC, the Independent Directors and the Board at their respective meetings. The process and criteria are aligned with SEBI's guidance note on Board evaluation, as updated from time to time and also disclosed in Corporate Governance Report.

Outcome and results of the performance evaluation

All the Directors of your Company as on 31st March 2026 participated in the evaluation process. They expressed 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 outcomes for the year Directors. under review were deliberated upon at length with the Board members, committee chairpersons and individual Directors. The results reflected a good of engagement and diligence by the Board and its various committee.

The Board and its Committees were observed to have functioned effectively, in compliance with their terms of reference, supported by timely, qualitative, and comprehensive information, and constructive participation at meetings facilitated by the Chairman. This enabled effective discharge of responsibilities a strong focus on governance and internal controls. Board members appreciated the effective performance of the Board and Committees during the year, including the continued deepening of focus in risk management, ESG, subsidiary oversight, as agreed last year, in line with leading governance practices.

Based on the evaluation outcome, the Board agreed to enhance its focus on AI related developments and continue to uphold high standards of performance and year governance to enhance value for all stakeholders.

Familiarisation Programme for Directors

Your Company has in place a structured familiarisation programme for all Directors, including Independent Directors, to provide insights into its business operations, industry landscape, regulatory framework, and macro-economic environment. Directors are regularly updated on significant developments and provided relevant documents to enable informed decision-making.

Independent Directors are briefed on their roles and responsibilities through formal letters of appointment and are periodically updated through Board/Committee meetings, strategic presentations, and interactions with senior management and business heads. The Company also provides access to a secured Board portal, enabling seamless access to Board materials, policies, Annual Reports, and governance documents, ensuring transparency and effective participation.

In compliance with the Companies Act, 2013 and Regulation 25(7) of the Listing Regulations, the Company conducted familiarisation programmes for its Directors, including Independent Directors, during the year. These were undertaken through briefings at Board and Committee meetings.

Key initiatives in FY2026 included organising in-person one day training programme for certain Board members on IT and Cyber Security at IDRBT, Hyderabad, as mandated by the RBI, visits by certain Board members to the Company's Central Processing Centre (“CPC”) for operational insights, and exposure visits for certain Directors to CSR project sites, including interactions with beneficiaries of the Company's financial literacy programmes.

Details of such programmes are available on the Company's website at: https://www.mahindrafinance. com/investor-relations/policy-and-shareholder-information#familiarization-program and also form part of the Corporate Governance 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

I n accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section 178 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), your Company has adopted a Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which, inter-alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management team, succession planning for Directors and Senior Management, and the Talent Management framework of the Company. During the year under review, the Policy was reviewed as part of the annual review process and was found to be in alignment with the applicable regulatory requirements; accordingly, no changes were considered necessary. 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) P olicy on Remuneration of Directors

Remuneration Policy Key Managerial Personnel, Senior Management and other

Employees of the Company

Y our Company has also adopted the Policy 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 Companies - Governance) Directions, 2025 and Listing Regulations. The said Policies were reviewed as part of the annual review process and was found to be in alignment with the applicable regulatory requirements; accordingly, no changes were considered necessary. The said Policies are uploaded on the website of the Company and can be accessed at the Company's website 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 and Management during the year, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

To mitigate the risk of Internal Financial Controls on becoming 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

The Joint Statutory Auditors of your Company viz. 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) 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 2026.

RISK BASED INTERNAL AUDIT 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 approved a RBIA framework, along with appropriate processes and plans for internal audit of FY2026. The Risk Based Internal Audit Plan is also reviewed by the Joint Statutory Auditors, Senior leadership, Chief Risk Compliance 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 thematic and process audits, branch audits and Information Technology (“IT”) & Information Security (“IS”) audits. Internal audits are undertaken on a periodic basis to independently validate the adequacy and effectiveness of 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 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.

The Internal Auditor reports to the Audit Committee of the Board, to ensure independence from the management.

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 controls held on 22nd April 2025, 21st July 2025, 28th October 2025 and 28th January 2026.

Risk Management

Pursuant to the provisions of the applicable Regulatory and Statutory provisions, your Company has in place a duly approved Risk Management Policy and a structured risk management framework to identify, assess, monitor, and mitigate various risks faced by the Company in the conduct of its business. The Company's risk management framework is designed to ensure timely identification of risks, assessment of their potential impact, and implementation of appropriate mitigation measures, along with strengthening of internal control systems. The risk assessment and minimisation procedures followed by the Company, including the status of key risks and mitigation actions, are periodically placed before the Risk Management Committee and the Board of Directors for review and guidance. The Risk Management Policy, inter-alia, provides for identification, evaluation, and management of key risks, including credit risk, operational risk, cyber security and information technology risks, as well as such other risks which, in the opinion of the Board, may threaten the existence or sustainability of the Company. The Risk Management Committee (“RMC”), oversees the integrated risk management process of the Company and periodically reviews the Risk Management Policy, risk appetite, and the risk management strategy in line with the Company's business objectives and regulatory requirements.

The risk management process has been implemented across the organisation and is embedded across all Chief major functions. It is aligned with the Company's before being approved by the strategic and operational objectives and is designed to identify, assess, and respond to risks that may impact the achievement of these objectives. The Company has established a robust organisational framework for managing and reporting risks, supported by regular reviews, control mechanisms, self-assessment processes, and monitoring of key risk indicators.

Operational Risk Management: Your Company implements an Operational Risk Management ("ORM") Policy to proactively manage operational risks. The policy 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 through various relevant frameworks and Committees such as Product Management Committee, Change Management Committee, etc. 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: The Company has implemented a robust credit risk management framework to enable proactive identification, mitigation, and continuous monitoring of credit exposures. The framework is further strengthened through the implementation of an Early Warning System (“EWS”), which utilizes a combination of financial, behavioral, and transactional indicators to identify early signs of stress. This allows for timely intervention, enhanced monitoring, and appropriate remedial actions, thereby minimizing credit deterioration and improving portfolio stability. Additionally, the scorecard-based credit assessment models across key lending segments to ensure consistent, objective, and data-driven credit decision-making. The scorecards are periodically reviewed and recalibrated to reflect evolving risk dynamics and portfolio performance. The credit risk framework is supported by a strong governance structure, comprising well-defined credit policies, delegated approval authority, independent risk oversight, and regular review of portfolio trends and EWS alerts, ensuring alignment with the Company's risk appetite and regulatory expectations.

Risk Containment Unit: The Company has an effective Risk Containment Unit (“RCU”) in place that performs screening and sampling verification of customer profiles and supporting documents to identify potential anomalies from the Fraud Risk perspective at on-boarding stage. The RCU team conducts detailed investigations into suspected fraud cases and reports such matters to the appropriate competent authorities/ committees, in accordance with the prescribed RBI guidelines and internal processes.

In compliance with the Reserve Bank of India (Non-Banking Financial Companies Prudential Norms on Capital Adequacy) Directions, 2025, the Company has adopted an Internal Capital Adequacy Assessment Process (“ICAAP”) Policy. The ICAAP framework is designed to ensure that the Company maintains adequate capital commensurate with its risk profile and business requirements, and to support an effective and comprehensive risk management system.

The Chief Risk Officer (“CRO”), along with members of senior management, periodically apprises the RMC and the Board of Directors on matters relating to risk assessment and management, including the processes for identification and evaluation of risks, key risk exposures, movement in risk grades and the effectiveness of measures implemented to manage and mitigate such 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 at the 34th AGM held on 23rd July 2024, had approved the appointment of M/s. M M Nissim & Co LLP, Chartered Accountants (ICAI Firm Registration Number: 107122W/W100672) and M/s. M.P. Chitale & Co., Chartered Accountants (ICAI Firm Registration Number: 101851W) as the Joint Statutory Auditors of your Company for a term of 3 consecutive years to hold office from conclusion of 34th 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”). Their appointment is in compliance with the Policy for appointment of Statutory Auditors of the Company as per applicable RBI Guidelines. The Joint Statutory Auditors have given confirmation on their continued eligibility and non-disqualification as per the said policy.

The Joint Statutory Auditors of the Company have issued clean/unmodified Audit Reports on the Standalone and Consolidated Financial Statements for the financial year ended 31st March 2026. The report(s) do not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor and Audit Report

In compliance with Regulation 24(A) of Listing Regulations as amended vide SEBI notification dated 12th December 2024 and basis the recommendation of the Audit Committee and the Board of Directors, the members of the Company at the 35th Annual General Meeting held on 22nd July 2025, had approved the appointment of M/s. Makarand M Joshi & Co. (“MMJC”), Company Secretaries (ICSI Unique Identification No. P2009MH007000) and (Peer Review No. 6832/2025) as the Secretarial Auditor of your Company for a term of 5 consecutive years to hold office from conclusion of 35th AGM up to the conclusion of 40th AGM to be held in the year 2030.

In accordance with the provisions of Section 204 of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, MMJC has issued clean Secretarial Audit Report for FY2026 which is appended to this Report as “Annexure II”. The Secretarial Audit Report does notqualification, contain reservation or any adverse remark or disclaimer.

Secretarial Audit of Material Subsidiary

There is no material unlisted Indian Subsidiary of the Company as on 31st March 2026 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 FY2026.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of Listing Regulations, your Company has undertaken an audit for FY2026 for all the applicable compliances as per Listing Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report (“ASCR”) issued by M/s. Makarand M Joshi & Co. (“MMJC”), Company Secretaries, Secretarial Auditor and a Peer Reviewed Firm, has confirmed compliances by the Company with respect to Insider Trading Regulations, Related Party Transactions, updation of Policies, disclosure of material events to Stock Exchanges etc. The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark. The same has been filed with BSE and NSE and can be accessed on the Company's website at https://www.mahindrafinance.com/investor-relations/regulatory-filings#secretarial-compliance-report.

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.

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 or employees, involving an amount of less than 1 crore to the Audit Committee under section 143(12) of the Companies Act, 2013.

Further, there has not been any instance of fraud committed in the Company by its officers or employees, involving an amount of 1 crore and above.

The Company is reinforcing its commitment to trust, integrity and transparency through enhanced measures for compliance, risk management, and governance.

RELATED PARTY TRANSACTIONS

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

All 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. 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 dated 30th January 2026.

The Company has not entered into contracts/ arrangements with related parties referred to in subsection (1) of section 188 of the Act and a confirmation to this effect as required under Section 134(3)(h) of the Companies Act 2013 is given in form AOC-2 as "Annexure 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 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) and Life Insurance Corporation of India (“LIC”) (holds 10.26% of shareholding in the Company and 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 or LIC did not exceed the materiality threshold as prescribed under Regulation 23 of the Listing

Regulations. The Company has sought member's approval for entering into a material Related Party Transactions with LIC for enabling fund-based and non-fund-based facilities. Further details on the transactions with related parties are provided in the accompanying financial statements.

Whistle Blower Policy

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. Apart from reaching out to any Senior leader, the Whistle-blower can make a Protected Disclosure by using any of the following channels for reporting:

1. Email ID: ethics.mmfsl@mahindrafinance.com

2. Independent third party Ethics Helpline Service 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. A quarterly report on the whistle blower complaints is placed before the Audit Committee for its review. During the year, no person was denied access to the Chairperson of the Audit Committee/Audit Committee.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details of employees who were in receipt of remuneration of not less than 1,02,00,000 during the year ended 31st March 2026 or not less than

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 & CEO

Mr. Raul Rebello, Managing Director & CEO of the Company did not receive any remuneration or commission from Holding/Subsidiaries of the Company during FY2026. The details of the remuneration drawn by him is given in Corporate Governance Report form part of this Annual Report.

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 the Company's intranet portal. The Company ensures that no employee is disadvantaged by way of gender discrimination. The POSH Policy is available on the website of the Company and can be accessed at the web-link: https:// www.mahindrafinance.com/investor-relations/policy-and-shareholder-information#mmfsl-policies.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (“ICC”) under the POSH Act to redress complaints received regarding sexual harassment. During FY2026, the Company had received four complaints of sexual harassment, all of which were duly disposed of within the stipulated timelines. No complaints remained pending for more than 90 days, being the prescribed period for completion of inquiry under the POSH Act. Further, no cases were pending as on 31st March 2026.

During the year under review, the Company conducted several workshops and awareness initiatives on the subject. An online e-learning module on Prevention of Sexual Harassment ("POSH"), covering topics such as sexual harassment, complaint mechanisms, and redressal processes, was made available to employees, over 99% completion achieved. In addition, one training program was conducted for all Internal Complaints Committee ("ICC") members, and a separate POSH sensitization session was held for the HR team.

OTHER DISCLOSURES

Disclosure of MaternityBenefitCompliance

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 “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 ice: 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 complied with applicable SS-1 and SS-2, during the year under review.

Significant and material orders

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 under review, the Company has not undertaken any one-time settlement in respect of loans availed from Banks or Financial Institutions. Accordingly, the requirement to disclose details of the difference between the valuation at the time of one-time settlement and the valuation at the time of availing such loans, 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 items during the financial year under review:

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

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

There was no buyback 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;

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

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
Place: Mumbai Dr. Anish Shah
Date: 24th April 2026 Chairperson
DIN: 02719429

   

Detailed Quotes
MF Holdings
Company News
Profit and Loss
Quarterly Results
Share Holding Pattern
Deliverable Volumes
Historical Prices
Board of Directors
Director's Report
Peer Comparison
Score Board
Name Change
Financial Ratios
Company Background
Company Snapshot
Balance Sheet
Useful Links