Mahindra & Mahindra Limited

17
Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset Edelweiss Securities Limited MARKET DATA 52-week range (INR) 970 / 587 Share in issue (mn) 1,243.2 Market cap (INR bn/USD mn) 1,097 / 14,673 Avg. Daily Vo. BSE/NSE (‘000) 5,065.8 Shareholding Pattern (%) Promoters * 18.9 MFs,FIs &Banks 26.3 FIIs 37.8 Others 17.0 *Promoters pledged shares 1.34 (% of share in issue) Auditor BSR & Co LLP Explore: Analysis Beyond Consensus (ABC) is an initiative to provide a differentiated perspective on various non-routine and intricate Accounting and Corporate Governance issues. This research unit works independent of sector research teams and the views expressed in this report may vary with that of respective sector/stock analyst. M&M’s domestic volumes fell 8% YoY in FY21; however, EBITDA grew in double digits as EBITDA margin expanded. Net losses at some loss- making subsidiaries widened to ~INR54bn in FY21 (from ~INR39bn in FY20) – led mainly by SSangYong Motor, which is now discontinued operations. On the other hand, some profit making subs improved in FY21. Group RoCE remained in single digit due to low standalone RoCE (automotive segment hit by covid-19) and losses in some large subsidiaries. Consolidated RoCE (ex-MMFS) was also low at ~6%. Other highlights: i) Standalone OCF improved, from negative INR13bn to positive INR35bn due to a significant swing in working capital. ii) During FY17–21, it capitalised ~62% of R&D spend versus ~68% at Ashok Leyland and ~80% at TAMO. iii) During FY17–21, M&M invested ~32% (INR123bn) of its generated capital into subsidiaries/JV. Losses from loss-making subsidiaries widen in FY21 Overall, M&M has 167 subsidiaries, 31 joint ventures and 28 associates. Net losses at some of the key/large subsidiaries widened in FY21 to ~INR54bn, from ~INR39bn in FY20. Excluding Ssangyong Motors, which was classified under discontinued operations, these aggregate net losses stood at INR20bn vs INR18bn last year. Apart from SSangYong Motors, net loss for Automobili Pininfarina surged to INR8.2bn (from net loss of INR1.3bn in FY20); and Holiday Club Resorts slid into a net loss of INR1bn from net profits in earlier years. On the other hand, net losses reduced at Mahindra USA to INR2bn, from INR5bn+ in net loss in FY20. Among profit-making subs, aggregate profit surged to INR20.7bn from INR8.5bn in FY20, mainly due to Mahindra Vehicle Manufacturers reverting to profits. Capital infusion in some select loss making subs have continued in FY21. RoCE lower due to covid-19 and subsidiary losses Group RoCE remained in single digit due to lower standalone RoCE and loss in some large subsidiaries. Consolidated RoCE (ex-MMFS), though better YoY at 6.1%, remains low. The automotive segment’s RoCE fell to 6% in FY21 owing to the hit from covid-19. During FY17–21, M&M invested ~32% or INR123bn of its aggregate generated capital into subsidiaries/JV. Cash flows improve on better profitability and working capital M&M’s standalone OCF improved from negative INR13bn to INR35bn in green, led by higher cash profit after tax as well as a significant swing in working capital. While inventories went up despite flat sales, receivables fell sharply and payables shot up. At the consolidated level, OCF rose significantly to INR185bn and free cash flow came in at INR104bn (up from negative INR67bn in FY20). Due to a large favourable WC swing, M&M’s standalone cash conversion cycle for FY21 improved meaningfully to 22–23 days in negative, which is similar to Ashok Leyland’s. India Equity Research October 29, 2021 ANNUAL REPORT ANALYSIS Mahindra & Mahindra Limited Alok Deshpande +91 (22) 6620 3163 [email protected] Podcast Financial model Video Corporate access

Transcript of Mahindra & Mahindra Limited

Page 1: Mahindra & Mahindra Limited

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset Edelweiss Securities Limited

MARKET DATA

52-week range (INR) 970 / 587

Share in issue (mn) 1,243.2

Market cap (INR bn/USD mn) 1,097 / 14,673

Avg. Daily Vo. BSE/NSE (‘000) 5,065.8

Shareholding Pattern (%)

Promoters * 18.9

MFs,FIs &Banks 26.3

FIIs 37.8

Others 17.0

*Promoters pledged shares 1.34 (% of share in issue)

Auditor

BSR & Co LLP

Explore:

Analysis Beyond Consensus (ABC) is an initiative to provide a differentiated perspective on various non-routine and intricate Accounting and Corporate Governance issues. This research unit works independent of sector research teams and the views expressed in this report may vary with that of respective sector/stock analyst.

M&M’s domestic volumes fell 8% YoY in FY21; however, EBITDA grew in double digits as EBITDA margin expanded. Net losses at some loss-making subsidiaries widened to ~INR54bn in FY21 (from ~INR39bn in FY20) – led mainly by SSangYong Motor, which is now discontinued operations. On the other hand, some profit making subs improved in FY21. Group RoCE remained in single digit due to low standalone RoCE (automotive segment hit by covid-19) and losses in some large subsidiaries. Consolidated RoCE (ex-MMFS) was also low at ~6%.

Other highlights: i) Standalone OCF improved, from negative INR13bn to positive INR35bn due to a significant swing in working capital. ii) During FY17–21, it capitalised ~62% of R&D spend versus ~68% at Ashok Leyland and ~80% at TAMO. iii) During FY17–21, M&M invested ~32% (INR123bn) of its generated capital into subsidiaries/JV.

Losses from loss-making subsidiaries widen in FY21

Overall, M&M has 167 subsidiaries, 31 joint ventures and 28 associates. Net losses

at some of the key/large subsidiaries widened in FY21 to ~INR54bn, from ~INR39bn

in FY20. Excluding Ssangyong Motors, which was classified under discontinued

operations, these aggregate net losses stood at INR20bn vs INR18bn last year. Apart

from SSangYong Motors, net loss for Automobili Pininfarina surged to INR8.2bn

(from net loss of INR1.3bn in FY20); and Holiday Club Resorts slid into a net loss of

INR1bn from net profits in earlier years. On the other hand, net losses reduced at

Mahindra USA to INR2bn, from INR5bn+ in net loss in FY20. Among profit-making

subs, aggregate profit surged to INR20.7bn from INR8.5bn in FY20, mainly due to

Mahindra Vehicle Manufacturers reverting to profits. Capital infusion in some select

loss making subs have continued in FY21.

RoCE lower due to covid-19 and subsidiary losses

Group RoCE remained in single digit due to lower standalone RoCE and loss in some

large subsidiaries. Consolidated RoCE (ex-MMFS), though better YoY at 6.1%,

remains low. The automotive segment’s RoCE fell to 6% in FY21 owing to the hit

from covid-19. During FY17–21, M&M invested ~32% or INR123bn of its aggregate

generated capital into subsidiaries/JV.

Cash flows improve on better profitability and working capital

M&M’s standalone OCF improved from negative INR13bn to INR35bn in green, led

by higher cash profit after tax as well as a significant swing in working capital. While

inventories went up despite flat sales, receivables fell sharply and payables shot up.

At the consolidated level, OCF rose significantly to INR185bn and free cash flow

came in at INR104bn (up from negative INR67bn in FY20). Due to a large favourable

WC swing, M&M’s standalone cash conversion cycle for FY21 improved

meaningfully to 22–23 days in negative, which is similar to Ashok Leyland’s.

India Equity Research October 29, 2021

ANNUAL REPORT ANALYSIS Mahindra & Mahindra Limited

Alok Deshpande +91 (22) 6620 3163 [email protected]

Podcast Financial model

Video Corporate access

Page 2: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

2 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

R&D capitalisation – In line with domestic peers

R&D cost capitalised (net of amortisation) stood negative, mainly due to other

adjustments, primarily SsangYong’s impairment. Adjusted for this, M&M capitalised

53% of R&D spend. This is much lower than earlier years. During FY18–20, M&M

capitalised 72% of R&D spend on average. Over the past five years, M&M

cumulatively capitalised ~62% of R&D spend. This is slightly lower than Ashok

Leyland’s ~68%. Tata Motors capitalised ~80% of R&D spend during FY17–21.

Other highlights

FY21 revenue for Mahindra Electric Mobility fell 25% YoY to INR2bn and net

losses widened from INR552mn to INR1.1bn.

Key movements in ESG metrics: Total 11% reduction in in FY21 (versus FY20) in

total scope 1 and scope 2 GHG emissions; 43% share of water recycled & reused

(versus 40% in FY20; share of renewable energy in total energy consumed was

5% in FY21 (versus 4% in FY20).

Page 3: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 3

Subsidiaries’ analysis

Overall, M&M has 167 subsidiaries, 31 Joint ventures and 28 associate companies,

which operate in over 100 countries, and 68 manufacturing facilities around the

globe. We look at two main buckets for analysis of subsidiaries (see tables below): i)

key subsidiaries split into loss-making and profit-making buckets; ii) key subsidiaries

and associates that Street generally incorporates in M&M’s SoTP valuation.

Our analysis shows aggregate net losses at some of the key/large subsidiaries

widened in FY21 to ~INR54bn, from ~INR39bn in FY20. Excluding Ssangyong Motors,

which was classified under discontinued operations, aggregate net losses at some of

the key/large subsidiaries stood at INR20bn vs INR18bn last year. These losses was

especially due to three reasons: SSangYong Motor, whose net loss widened to

INR34bn from INR21bn last year; Automobili Pininfarina, whose net loss surged to

INR8.2bn (from net loss of INR1.3bn in FY20); and Holiday Club Resorts, which slid

into a net loss of INR1bn from net profits in earlier years. On the other hand, net

losses reduced at Mahindra USA to INR2bn, from INR5bn+ of net losses in FY20.

(Refer to table 2 for this.)

Among profit-making companies, aggregate profit improved to INR20.7bn from

INR8.5bn, mainly due to Mahindra Vehicle Manufacturers reverting to a net profit

of INR6.5bn from a net loss of INR4bn in FY20.

Exhibit 1: Performance of M&M’s large subsidiaries and associates, generally considered for M&M’s S0TP value (INR bn)

Source: Annual reports, company filings, Edelweiss Research; ** SsangYong Motor filed for bankruptcy in FY21

Revenue PAT Revenue PAT Revenue PAT Revenue PAT Revenue PAT

Tech Mahindra 28.8 252.4 291.4 28.5 307.7 37.9 347.0 42.9 368.7 40.3 378.6 44.3

M&M Financial Services 52.3 157.8 71.9 5.1 79.1 11.9 104.3 18.3 120.0 10.8 123.8 7.7

Mahindra Vehicle Manufacturers Ltd 100.0 50.3 101.3 0.3 100.3 3.5 114.2 7.2 76.6 -4.2 57.6 6.5

Mahindra Lifespace Developers Ltd 51.5 14.5 7.6 1.0 5.7 1.0 5.9 1.2 6.1 -1.9 1.7 -0.7

Mahindra Holidays & Resorts India 67.6 0.5 22.7 1.5 23.2 1.3 22.3 0.6 23.7 -1.3 17.3 -0.1

Mahindra CIE* 11.4 50.3 53.2 1.7 64.3 3.6 80.3 5.0 79.1 3.5 60.5 1.1

Swaraj Engines 34.7 2.8 7.5 0.7 8.0 0.8 8.7 0.8 7.7 0.7 9.9 0.9

Mahindra Logistics 58.3 5.7 26.7 0.5 34.2 0.6 38.5 0.9 34.7 0.6 32.6 0.3

Ssangyong Motor Company Ltd** 74.7 -5.7 209.7 2.3 213.2 -5.5 226.0 -3.8 226.0 -21.1 206.6 -33.9

Total (including Ssangyong Motors) 792.0 41.5 835.6 55.1 947.2 73.0 942.5 27.4 888.5 26.1

Total (excluding Ssangyong Motors) 582.2 39.2 622.4 60.6 721.2 76.8 716.6 48.4 681.9 60.0

** Ssangyong Motors is discontinued operations

M&M 's economic share in

profits/losses % stake

Tech Mahindra 28.8 11.6 12.8

M&M Financial Services 52.3 5.6 4.0

Mahindra Vehicle Manufacturers Ltd 100.0 -4.2 6.5

Mahindra Lifespace Developers Ltd 51.5 -1.0 -0.4

Mahindra Holidays & Resorts India Ltd 67.6 -0.9 -0.1

Mahindra CIE* 11.4 0.4 0.1

Swaraj Engines 34.7 0.2 0.3

Mahindra Logistics 58.3 0.3 0.2

Ssangyong Motor Company Ltd** 74.7 -15.7 -25.3

Total (including Ssangyong Motors) -3.6 -1.8

Total (excluding Ssangyong Motors) 12.1 23.5

FY20 M&M

economic share

of PAT

FY21 M&M

economic share

of PAT

Net worthFY17 FY18 FY19 FY20 FY21

INR bn % stake

Page 4: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

4 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

Exhibit 2: Performance snapshot of key subsidiaries (several not considered by Street for M&M’s SoTP valuation) (INR mn)

@ Mahindra First choice services 100% stake sold in FY21

Note: Assuming constant M&M stake for comparison and analysis purpose. Actual stake in FY17-20 may differ.

Source: Annual reports, company filings, Edelweiss Research

Note: @ Mahindra First Choice Services – 100% stake sold in FY21

INR mn % stake FY17 FY18 FY19 FY20 FY21

Loss making subsidiaries

Peugeot Motocycles S.A.S. 100.0 (1,608) (1,723) (2,820) (2,444) (456)

Mahindra Yueda (Yancheng) Tractor Company 51.0 (1,544) - - - -

Mahindra Tractor Assembly Inc. 100.0 (1,124) (1,345) (2,430) (2,216) (565)

Mahindra Reva Electric Vehicles Pvt Ltd 93.7 - - 0 0 0

Mahindra First Choice Services Ltd @ - (455) (404) (355) (311) -

Mahindra Aerospace Pvt Ltd. 91.6 (55) (1,331) (1,798) (3,194) (2,403)

Mahindra Sanyo Special Steel Pvt Ltd 22.8 (461) (280) - - (157)

Mahindra Electric Mobility 99.4 (1,132) (1,290) (530) (552) (1,071)

Mahindra Vehicle sales and services 100.0 - - - (2,476) (2,297)

Automobili Pininfarina Gmbh 100.0 - - - (1,296) (8,197)

Mahindra USA 100.0 311 224 (5,493) (5,071) (1,954)

Erkunt Tractor 100.0 - (732) (468) (401) (704)

Holiday Club Resort Oy 67.6 54 300 157 17 (986)

Classic Legends Private Limited 60.0 (15) (12) (188) (61) (880)

Mahindra Agri Solutions Limited 98.8 (506) (633) (639) (192) (567)

Aggregate losses (excluding Ssangyong losses) (6,534) (7,225) (14,563) (18,196) (20,237)

Discontinued operations- Ssangyong Motors 74.7 2,312 (5,484) (3,797) (21,082) (33,920)

Aggregate losses (include Ssangyong losses) (a) (4,222) (12,709) (18,360) (39,278) (54,157)

M&M's economic interest in above losses (b) (3,688) (11,070) (17,212) (33,651) (44,567)

Profitable subsidiaries

Mahindra & Mahindra Financial Services Ltd 52.3 5,120 11,850 18,270 10,750 7,730

Mahindra Vehicle Manufacturers Ltd. 100.0 250 3,487 7,206 (4,183) 6,548

Mahindra Rural housing finance Limited 52.0 830 1,455 2,505 1,486 1,510

Mahindra Two Wheelers Ltd 100.0 (4,716) 22 8 7 247

Mahindra Holidays and Resorts Limited 67.6 1,490 1,320 600 (1,320) (130)

Mahindra Heavy Engines Pvt Ltd 100.0 273 130 526 391 2,573

Mahindra Retail Pvt Limited 100.0 1,751 (395) (228) (215) 600

Bristlecone group (consolidated) 74.9 197 1,249 420 396 571

Mahindra & Mahindra South Africa (Pty) Ltd 100.0 56 (17) (218) (107) 118

Mahindra Susten Private Limited # 100.0 419 470 630 418 61

Mahindra Intertrade Ltd 100.0 597 623 773 365 599

Mahindra Logistics Ltd 58.3 460 640 860 551 300

Aggregate profits (c) 6,727 20,834 31,352 8,539 20,728

M&M economic interest in above profits (d) 3,163 13,477 20,779 2,798 16,090

Aggregate (net) (a+c) 2,505 8,125 12,993 (30,739) (33,429)

Aggregate (net) (a+c) (Excluding Ssangyong) 193 13,609 16,789 (9,657) 491

M&M economic interest in losses (net) (b+d) (524) 2,407 3,567 (30,854) (28,477)

% of Standalone PAT (1.3) 5.5 7.4 (231.9) (1,060.0)

Page 5: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 5

Exhibit 3: Investment in key loss making subsidiaries in the past five years

Source: Annual reports, company filings, Subsidiary financials; Edelweiss Research

Exhibit 4: Dividend income received from subsidiaries

Ssangyong Motor Company (“Ssangyong”) – Extract from the Annual report for FY21

During the year, the Board of your Company decided not to make any further equity investment in Ssangyong Motor Company, a subsidiary in South Korea. Pursuant to the decision, Ssangyong management initiated a search for a potential investor to invest equity. During the year under review, the Members of the Company have, by way of a Postal Ballot, approved the proposal of Transfer/Dilution of stake in Ssangyong and/or cessation of control of the Company over Ssangyong. Following a global search, one North America based investor expressed an interest to invest and acquire a majority stake in Ssangyong. However, a term sheet could not be concluded due to regulatory constraints. Following Ssangyong’s inability to pay bank loans which were due in December, 2020, Ssangyong applied to Korean Courts for commencement of rehabilitation procedure. The Court allowed three months to Ssangyong to arrive at a private investment agreement with the said investor. Since that could not be concluded within the stipulated time, the Court initiated rehabilitation process on 15th April, 2021 and appointed a Court receiver who took over the day-to-day management of Ssangyong. An examiner appointed by the Court will determine whether Ssangyong should be sold as a going concern or liquidated. If the examiner recommends a sale, the receiver will oversee the preparation of a rehabilitation plan which may include a combination of capital reduction, debt waiver, debt-to-equity conversion and other similar actions. The rehabilitation plan is expected to be submitted to the Court by July, 2021. Pursuant to the admission in the Autonomous Restructuring Support (ARS) program and following the guidance under Ind AS 110 – Consolidated Financial Statements, the Company has ceased consolidating Ssangyong as a subsidiary from 28th December, 2020 and has classified the investment to be measured at fair value as per Ind AS 109 – Financial instruments. Accordingly, the losses from operations, resultant gain on deconsolidation of Ssangyong and impairments/ provisions for the exposures of the Company to Ssangyong have been recognised and presented under ‘Profit/(loss) before tax from discontinued operation’ in the Consolidated Statement of Profit and Loss. However, Ssangyong continues to be a subsidiary of the Company under the Companies Act, 2013.

INR mn FY17 FY18 FY19 FY20 FY21

Mahindra First Choice Services Ltd 297 - 320 340 -

Mahindra Tractor Assembly Inc. 1,790 727 301 2,616 492

Peugeot Motocycles S.A.S. - - - -

Ssangyong Motor Company - - 3 -

Mahindra Aerospace Pvt Ltd. 1,267 2,088 1,162 552 1,562

Mahindra Electric Mobility 1,666 1,348 937 403 912

Mahindra Vehicle sales and services - 110 2,204 2,236 1,558

Automobili Pininfarina Gmbh - - 2,534 5,432 4,729

Erkunt Tractor - - - - -

Classic Legends Private Limited 60 547 235 302 183

Mahindra Agri Solutions Limited 2,653 - - 493 400

Total 7,732 4,820 7,695 12,374 9,836

INR mn FY17 FY18 FY19 FY20 FY21

Divdend 796 706 857 635 54

M&M’s capital infusion in some of the

selective losses subsidiaries has continued

at the steady during the past five years

Page 6: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

6 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

Profitability & Capital allocation analysis

Exhibit 5: Standalone – Profitability and Capital allocation (INR bn)

Source: Annual reports, company filings, Edelweiss Research

Note: * Adjusted for income from subsidiaries, JVs & Associate

# adjusted for investment in subsidiaries, JVs & associates & loans & advances to subsidiaries, JVs

& associates and acceptances

*# Calculated using adjusted PBIT & Adjusted capital employed

Exhibit 6: Consolidated RoCE (ex M&M Financial Services)

Source: Annual reports, company filings, Edelweiss Research

Particulars FY17 FY18 FY19 FY20 FY21

Sales 440.5 486.9 536.1 454.9 450.4

EBITDA 59.0 73.5 84.2 75.6 79.6

Adjusted PBIT* 37.2 53.3 56.1 43.0 51.8

Gross margin (%) 52.0 52.2 57.3 49.7 44.4

EBITDA margin (%) 13.4 15.1 15.7 16.6 17.7

ROCE (%) 16.0 18.4 18.5 14.1 13.9

Adjusted ROCE (%)*# 25.6 36.5 33.5 24.5 32.5

Net fixed assets (Ex CWIP) 76.3 78.6 100.8 103.9 101.8

CWIP 4.1 10.8 7.1 12.0 17.1

Devlopment expenditure (inc under development) 16.3 20.5 17.1 28.1 31.2

Fixed asset turnover 6.1 6.3 6.0 4.4 4.4

Net current assets 5.4 (3.8) 11.6 (11.0) (16.7)

Equity shareholders' funds (A) 267.9 302.9 342.1 344.7 345.0

Loan funds (B) 28.2 29.6 25.7 30.7 70.9

Reported capital employed (A+B) 296.0 332.5 367.8 375.4 416.0

Adjusted total capital employed (A+B)# 140.5 151.5 183.2 167.6 150.9

D/E Ratio 0.1 0.1 0.1 0.1 0.2

INR bn FY17 FY18 FY19 FY20 FY21

Capital employed

Consolidated 785 927 1,108 1,225 1,222

M&M Financial services 70 99 113 120 158

Consolidated (ex MMFS) 715 828 996 1,106 1,064

EBIT

Consolidated 96 117 137 119 126

M&M Financial services 70 53 73 70 60

EBIT (ex M&M financial) 26 63 64 49 66

Adjusted RoCE (average) (%) 1.3 8.2 7.0 4.7 6.1

Owing to subsidiaries’ low profitability,

consolidated RoCE (ex M&M Financial

Services) stood at ~6.1% versus ~14%

for standalone

Automotive segment, reeling from

covid’s fallout, reported the lowest

RoCE in FY21

Gross margin declined by more than

500bps to ~44%, even as EBITDA margins

expanded

Reported RoCE was the lowest in the past

decade

Page 7: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 7

Exhibit 7: Segment-wise performance (revenue, EBIT and RoCE) – Standalone and consolidated (INR bn)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 8: Source and application of funds (INR mn)

Source: Annual reports, company filings, Edelweiss Research

INR bn FY17 FY18 FY19 FY20 FY21 FY17 FY18 FY19 FY20 FY21

Segment Revenue

Automotive 535.4 524.3 590.5 484.9 258.3 320.2 321.1 353.5 284.1 250.1

Farm Equipment 187.4 216.3 220.8 208.6 246.0 139.0 160.9 168.7 154.0 184.3

Financial Services 74.9 86.0 103.1 118.0 119.7

Others 92.2 106.1 132.8 140.2 118.8 18.0 16.0 17.3 16.8 15.9

889.8 932.6 1,047.2 951.8 742.8 477.3 498.0 539.5 454.9 450.4

Segment results

Automotive 21.4 20.7 21.4 (9.2) 7.4 14.1 21.5 20.3 12.6 4.9

Farm Equipment 26.1 30.5 23.8 22.8 41.6 25.6 31.5 32.7 29.3 41.9

Financial Services 9.6 18.5 27.0 14.5 5.4

Others (5.2) 3.1 1.1 1.2 1.5 (3.8) 0.6 0.5 0.7 0.3

51.9 72.8 73.3 29.3 55.9 36.0 53.6 53.4 42.6 47.0

Segment margins (%)

Automotive 4.0 3.9 3.6 (1.9) 2.8 4.4 6.7 5.7 4.4 1.9

Farm Equipment 13.9 14.1 10.8 10.9 16.9 18.4 19.5 19.3 19.0 22.7

Financial Services 12.9 21.5 26.2 12.3 4.5

Others (5.6) 2.9 0.8 0.9 1.3 (21.0) 3.9 2.9 4.3 1.6

5.8 7.8 7.0 3.1 7.5 7.5 10.8 9.9 9.4 10.4

Segment net assets

Automotive 149.3 146.5 165.5 181.0 126.6 63.5 61.2 70.4 93.5 80.4

Farm Equipment 45.0 58.2 76.6 58.3 38.6 29.8 29.4 45.5 37.6 25.1

Financial Services 60.5 95.0 96.8 81.5 71.8

Others 80.3 109.2 88.4 84.7 97.2 3.6 4.9 5.1 5.4 5.1

335.1 408.8 427.4 405.7 334.2 96.9 95.5 121.0 136.5 110.6

Return on segment net assets (%)

Automotive 14.9 14.0 13.7 (5.3) 4.8 22.3 35.1 28.8 13.5 6.0

Farm Equipment 54.9 59.2 35.3 33.7 85.8 86.0 107.1 71.8 77.7 166.9

Financial Services 16.9 23.8 28.2 16.3 7.0

Others (6.3) 3.3 1.1 1.4 1.7 (103.9) 12.8 9.9 13.4 5.1

Consolidated Standalone

Sources of Funds (FY17-21) INR mn % Application of Funds (FY17-21) INR mn %

Cash profit after tax and interest 2,40,264 63.0 Capital expenditure 1,44,836 38.0

Investment income 49,884 13.1 Investment in Subs/JV 1,23,327 32.3

Borrowings 43,675 11.4 In Investment / Cash 46,898 12.3

Release of working capital 34,140 8.9 Dividend paid 42,548 11.2

Miscelleneous 13,571 3.6 Inter Corporate Deposits (net) 23,924 6.3

Total 3,81,533 100.0 Total 3,81,533 100.0

Page 8: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

8 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

Capital allocation roadmap presented in the Annual Report

In the FY21 Annual Report, M&M has further updated about its strategy regarding

capital allocation going ahead. As described back in the FY20 annual report, the

company has created three categories to bucket the subsidiaries which either need

more assistance or complete exits. The below table captures this from the FY21

Annual Report.

Exhibit 9: Capital Allocation road map in the Annual Report

Source: Annual reports, Edelweiss Research

Exhibit 10: M&M expects the profitability from international subsidiaries to improve – the chart below is a snapshot is from

M&M FY21 Annual Report

Source: Annual reports, Edelweiss Research

The above chart is a snapshot from the FY21 Annual Report.

Category Thought process Entities Statement by M&M in the AR

Category AEntities with clear path to

profitability

Magna AG North America, Peugeot

Motorcycles, Erkunt

MAGNA (Mahindra USA Inc.), Peugeot Motocycles and

Erkunt - each of these entities has developed a business plan that

lays out a clear path to profitability.

betwee A&B

Mahindra Automotive North America and Automobili

Pininfarina, after a fair amount of restructuring, straddle Category

A and B.

Category BQuantifiable strategic

impact

Mitsubishi Mahindra Agricultural

Machinery, Sampo Rosenlew, Hisarlar AG

Machinery

Mitsubishi Mahindra Agricultural Machinery, Sampo Rosenlew

and Hisarlar - these entities were added

to Category B considering their importance to the farm equipment

business in developing a strong farm machinery portfolio for

domestic as well as international markets.

Category CUnclear path to

profitability. Exit.Ssangyong, Gippsaero, Z genZe, MFCS

Have taken quite a few tough calls, starting from Board's

decision to stop investing in SsangYong in April 2021 to exiting

GippsAero, Genze and Mahindra First Choice Services (MFCS).

Page 9: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 9

Exhibit 11: M&M has identified growth areas ‘9 Growth Gems’ that can scale up

significantly in the next 3-5 years, as per the FY21 Annual Report – the chart

below is a snapshot is from M&M FY21 Annual Report

Source: Annual reports, Edelweiss Research

The above chart is a snapshot from the FY21 Annual Report.

Page 10: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

10 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

Cash flow analysis

Exhibit 12: M&M cash flows

Source: Annual reports, company filings, Edelweiss Research

Exhibit 13: Working capital and cash conversion cycle analysis vs peers

Source: Annual reports, company filings, Edelweiss Research

Standalone

Profit before tax 51.3 51.2 (33.3) (20.8) 18.0 30.4

Non-operating expenses/ (income) (2.0) 0.5 1.2 (0.2) (0.8) 0.3

Non-cash adjustments 21.8 20.7 39.6 24.7 61.4 45.3

Direct taxes paid (10.8) (10.6) (11.7) (7.9) (22.6) (18.5)

Dividend from subsidiaries (10.4) (5.5) 10.4 5.5 (0.9) (0.1)

Cash profit after tax 49.9 56.2 6.2 1.3 55.2 57.4

(Increase)/Decrease in inventories 4.4 (5.5) 8.8 7.8 13.2 2.3

(Increase)/Decrease in trade and other

receivables20.5 2.5 (35.7) 46.5 (15.2) 49.0

Increase/(Decrease) in trade and other payables (38.0) 38.0 (29.8) 32.4 (67.8) 70.5

(Increase)/Decrease in working capital (13.1) 35.0 (56.6) 86.7 (69.7) 121.7

Net cash from operating activities 36.8 91.2 (50.5) 88.0 (14.6) 179.1

Change in acceptances 3.6 (3.3) 20.1 9.6 23.7 6.3

Adjusted operating cash flows 40.4 87.9 (30.4) 97.6 9.2 185.4

Interest expenses paid (1.6) (3.7) (4.7) (4.4) (6.2) (8.1)

Net cash from operating activities post interest 38.8 84.2 (35.1) 93.2 2.9 177.3

Capex (60.5) (70.7) (9.5) (2.8) (70.0) (73.5)

Free cash flow (21.7) 13.5 (44.5) 90.4 (67.1) 103.8

ParticularsConsolidatedSubsidiary (derived)

FY21FY20 FY20 FY21 FY20 FY21

(8)

9

5

(11)

3

(18)

(13)

(3)

(23)

(12)

(16)(18)

(23)

(14)

(22)

-30

-20

-10

0

10

20

M&M TAMO Ashok Leyland

Ad

just

ed c

ash

co

nve

rsio

n c

ylce

(d

ays)

FY17 FY18 FY19 FY20 FY21

M&M’s standalone OCF improved from

negative INR13bn to INR35bn in green,

led by higher cash profit as well as a

significant swing in working capital.

While inventories went up despite flat

sales, receivables fell sharply and

payables went up sharply.

At the consolidated level, OCF was

significantly up to INR185bn and free

cash flows were INR104bn (versus

negative INR67bn last year).

Due to a large favourable WC swing,

M&M’s standalone cash conversion

cycle for FY21 has improved significantly

to 22–23 days in negative, and is now

similar to Ashok Leyland’s

Page 11: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 11

Exhibit 14: M&M - Working capital and cash conversion cycle analysis

Source: Annual reports, company filings, Edelweiss Research

Exhibit 15: Tata Motors - Working capital and cash conversion cycle analysis

Source: Annual reports, company filings, Edelweiss Research

FY17 FY18 FY19 FY20 FY21 FY17 FY18 FY19 FY20 FY21

Trade receivables 29,388 31,730 39,463 29,990 23,429 71,993 84,898 86,779 69,283 60,078

Add: Inventories 27,580 27,017 38,393 34,009 39,555 88,860 93,356 1,22,002 1,11,119 96,154

Add: Advance to suppliers - - - - - - - - 702 959

Less: Trade Payables 68,811 86,034 96,782 67,858 99,882 1,47,969 1,82,873 2,09,922 1,49,854 1,55,058

Less: Advance from customers 2,241 3,145 - 7,118 6,471 5,155 8,442 - 19,031 19,611

Trade working capital -14,083 -30,433 -18,926 -10,977 -43,369 7,729 -13,062 -1,141 12,219 -17,478

Less: Contract l iabilities / Deferred income - - 5,381 8,498 7,555 19,249 23,884 67,263 72,533 67,270

Add: Acceptances 7,263 8,469 8,761 5,127 8,402 33,619 39,981 44,389 20,663 14,322

Adjusted Trade working capital -6,820 -21,964 -15,546 -14,348 -42,522 22,099 3,035 -24,015 -39,651 -70,426

Trade working capital to sales (%) -3.2 -6.3 -3.5 -2.4 -9.6 0.9 -1.4 -0.1 1.3 -2.0

Adjusted Trade working capital to sales (%) -1.5 -4.5 -2.9 -3.2 -9.4 2.6 0.3 -2.3 -4.2 -7.9

Trade receivable as % to sales 6.7 6.5 7.4 6.6 5.2 8.6 9.2 8.3 7.3 6.7

Cash conversion cycle

Receivable days 23 23 24 28 22 28 31 30 30 27

Add: Inventory days 23 20 22 29 30 39 36 38 45 42

Less: Payable days 56 58 62 66 68 61 66 68 69 63

Less: Advance from customer days 3 2 1 3 6 3 3 1 4 8

Add: Advance to suppliers days 0 0 0 0 0 0 0 0 0 0

Cash conversion cycle -14 -17 -17 -12 -22 3 -1 -2 2 -1

Less: Contract l iabilities / Deferred income days - - 2 6 7 8 9 16 27 29

Add: Acceptances 6 6 6 6 5 13 15 15 12 7

Adjusted Cash Conversion cycle -8 -11 -13 -12 -23 8 5 -4 -12 -23

Standalone ConsolidatedINR mn

Particulars FY17 FY18 FY19 FY20 FY17 FY17 FY18 FY19 FY20 FY21

Trade receivables 21,280 34,798 32,506 19,781 20,875 1,40,756 1,98,933 1,89,962 1,11,727 1,26,791

Inventories 55,530 56,701 46,620 38,319 45,517 3,50,853 4,21,376 3,90,137 3,74,569 3,60,886

Advance to suppliers 2,427 3,724 4,208 5,981 6,097 6,844 23,982 21,369 26,987 30,883

Trade Payables -1,14,622 -1,42,256 -1,35,021 -1,08,439 -1,59,881 -6,25,326 -7,69,398 -7,16,907 -6,63,982 -7,60,402

Advance from customers -8,504 - - -6,558 -11,469 -17,112 - - -42,566 -57,359

Trade working capital -43,889 -47,033 -51,687 -50,917 -98,861 -1,43,985 -1,25,107 -1,15,439 -1,93,266 -2,99,202

Add: Contract l iabilities / Deferred income 4,281 4,354 2,230 2,388 4,699 69,264 94,133 75,109 81,470 81,654

Acceptances 43,793 48,146 30,933 27,417 78,731 48,342 49,014 31,771 27,713 78,603

Adjusted Trade working capital -4,377 -3,242 -22,984 -25,888 -24,829 -1,64,906 -1,70,226 -1,58,776 -2,47,023 -3,02,252

Trade working capital to sales (%) -10 -8 -7 -12 -21 -5 -4 -4 -7 -12

Trade receivable as % to sales 5 6 5 5 4 5 7 6 4 5

Receivable days 17 18 18 22 16 19 21 24 21 17

Inventory days 55 44 34 43 39 65 67 67 74 76

Payable days -105 -101 -91 -122 -126 -120 -120 -123 -134 -148

Advance from customer days -7 -3 - -3 -7 -1 -1 - -3 -7

Advance to suppliers days 2 2 3 5 6 2 3 4 5 6

Cash conversion cycle -38 -39 -37 -55 -72 -35 -31 -29 -37 -55

Add: Contract l iabilities / Deferred

income days 3.52 2.72 1.74 1.92 2.75 8.48 10.23 10.23 10.95 11.92

Add: Acceptances 34 29 21 24 41 6 6 5 4 8

Adjusted Cash Conversion cycle -7 -13 -17 -33 -34 -38 -35 -34 -44 -59

Standalone Consolidated

Page 12: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

12 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

Exhibit 16: Ashok Leyland - Working capital and cash conversion cycle analysis

Source: Annual reports, company filings, Edelweiss Research

R&D expenses and Gratuity analysis

Exhibit 17: Research & development capitalisation analysis (consolidated) (INR bn)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 18: Research & development capitalisation analysis (consolidated) (INR bn)

Source: Annual reports, company filings, Edelweiss Research

FY17 FY18 FY19 FY20 FY21 FY17 FY18 FY19 FY20 FY21

Trade receivables 10,644 9,448 25,055 11,884 28,160 12,384 11,755 27,172 15,047 30,209

Add: Inventories 26,310 17,583 26,847 12,380 21,423 29,010 22,077 30,634 15,364 24,959

Add: Advance to suppliers 1,020 670 514 259 499 1,067 887 1,134 486 1,202

Less: Trade Payables 31,170 48,879 50,189 30,373 51,647 34,501 50,535 51,790 32,766 53,462

Less: Advance from customers 2,472 9,116 7,902 6,112 4,794 2,274 9,194 8,148 5,975 4,738

Trade working capital 4,332 -30,295 -5,675 -11,963 -6,359 5,686 -25,010 -998 -7,845 -1,831

Less: Contract l iabilities / Deferred income - - - - - - - - - -

Add: Acceptances - - - - - - - - - -

Adjusted Trade working capital 4,332 -30,295 -5,675 -11,963 -6,359 5,686 -25,010 -998 -7,845 -1,831

Trade working capital to sales (%) 2.2 -11.5 -2.0 -6.8 -4.2 2.5 -8.4 -0.3 -3.6 -0.9

Adjusted Trade working capital to sales (%) 2.2 -11.5 -2.0 -6.8 -4.2 2.5 -8.4 -0.3 -3.6 -0.9

Trade receivable as % to sales 5.3 3.6 8.6 6.8 18.4 5.4 4.0 8.2 6.9 15.5

Receivable days 21 14 22 39 48 22 15 21 35 42

Add: Inventory days 39 30 28 41 40 38 31 29 38 38

Add: Advance to suppliers days 2 1 1 1 1 2 1 1 1 2

Less: Payable days 51 55 62 84 98 49 52 56 70 81

Less: Advance from customer days 5 8 11 15 13 4 7 10 12 10

Cash conversion cycle 5 -18 -23 -18 -22 9 -12 -14 -7 -9

Less: Contract l iabilities / Deferred income days - - - - - - - - - -

Add: Acceptances - - - - - - - - - -

Adjusted Cash Conversion cycle 5 -18 -23 -18 -22 9 -12 -14 -7 -9

Standalone ConsolidatedINR mn

Particulars FY17 FY18 FY19 FY20 FY21

Development expenditure capitalised:

Opening net block 18.7 17.9 26.8 42.1 33.5

Capitalised during the year 5.3 16.4 26.5 7.3 8.9

Amortised/ Impaired during the year -5.6 -7.8 -11.4 -14.0 -8.8

Other adjustments -0.4 0.2 0.2 -1.8 -12.0

Closing net block 17.9 26.8 42.1 33.5 21.6

Net expenditure capitalised (A) -0.4 8.6 15.1 -6.7 0.1

Change in intangibles under development (B) 7.7 0.6 -1.5 20.0 -9.1

Amount capitalised (C = A+B) 7.3 9.3 13.6 13.3 -9.0

PBT 54.5 92.2 75.0 6.1 18.8

Capitalised R&D as a % of PBT 13.5 10.1 18.2 216.5 -48.1

Particulars FY17 FY18 FY19 FY20 FY21

Development expenditure grouped under

intangible assets (A) 17.9 26.8 42.1 33.5 21.6

Intangible assets under development (B) 16.3 32.0 23.1 43.0 33.9

Total (A+B) 34.2 58.8 65.1 76.5 55.5

As % of net worth 11.5 16.0 16.3 19.1 13.4

R&D cost capitalised (net of amortisation)

stood negative, mainly due to other

adjustments, which primarily include

impairment of SsangYong Motor

Development expenditure (intangible

assets) declined to INR55.5bn (FY20: INR

76.5bn) in FY21

Page 13: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 13

Exhibit 19: Research & development cost (P&L charge) (INR bn)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 20: Share of R&D spend capitalised (%)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 21: FY17-21 cumulative share of R&D spend capitalised (%)

Source: Annual reports, company filings, Edelweiss Research

Particulars FY17 FY18 FY19 FY20 FY21 Adj FY21

Development expenditure capitalised in:

Intangible assets 5.3 16.4 26.5 7.3 8.9 8.9

Intangible assets under development 0.0 15.7 -9.0 20.0 -9.1 0.0

Total capitalised expenditure (A) 5.2 32.2 17.5 27.3 (0.2) 8.9

R&D expenditure charged to P&L (B) 13.5 14.3 8.1 6.9 7.8 7.8

Total R&D (A+B) 18.8 46.4 25.7 34.2 7.5 16.6

Adjusted R&D capitalised (%) 27.9 69.3 68.4 79.9 (3.0) 53.4

R&D as % of sales 2.2 5.0 2.5 3.6 0.8 1.9

0

20

40

60

80

100

M&M (FY21 adj forimpairment)

TAMO (FY21 adj forimpairment)

Ashok Leyland Maruti

FY17 FY18 FY19 FY20 FY21

61.9

79.7

67.8

23.7

0

18

36

54

72

90

M&M TAMO Ashok Leyland Maruti

FY17-21 Cumulative R&D capitalised (%) of the total R&D spend

M&M development cost capitalisation

stood at 0.8% of sales (lowest among

peers) followed by Maruti (1.2% of sales),

Ashok Leyland (2.1% of sales) and TAMO

(2.5% of sales)

Over the past five years, M&M

cumulatively capitalised ~62% of R&D

spend. This is slightly lower than Ashok

Leyland’s ~68%. Tata Motors capitalised

~80% of R&D spend during FY17–21.

Page 14: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

14 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

Exhibit 22: R&D cost analysis (P&L charge) – Ashok L (INR bn) Exhibit 23: R&D ost analysis (P&L charge)–Ashok TAMO(INR bn)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 24: R&D cost analysis (P&L charge) – Maruti (INR bn)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 25: Gratuity liability (consolidated)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 26: KMP remuneration (INR mn)

Source: Annual reports, company filings, Edelweiss Research

Exhibit 27: Board of directors

Source: Annual reports, company filings, Edelweiss Research

Particulars FY17 FY18 FY19 FY20 FY21

Development expenditure capitalised in:

Intangible assets 3.7 5.7 0.6 7.0 3.0

Intangible assets under development 2.7 14.0 1.9 -2.5 -0.3

Total capitalised expenditure (A) 6.4 19.7 2.5 4.5 2.7

R&D expenditure charged to P&L (B) 9.1 1.3 2.0 3.2 1.3

Total R&D (A+B) 15.5 21.0 4.5 7.7 4.1

R&D capitalised (%) 41.3 93.6 55.5 58.2 67.1

R&D as % of sales 0.6 7.0 1.4 3.5 2.1

Particulars FY17 FY18 FY19 FY20 FY21

Development expenditure capitalised in:

Intangible assets 79.4 164.6 120.5 120.2 167.4

Intangible assets under development 41.4 3.8 -5.4 36.8 -144.4

Total capitalised expenditure (A) 120.9 168.4 115.1 157.0 23.0

R&D expenditure charged to P&L (B) 20.5 27.0 29.6 32.7 39.0

Total R&D (A+B) 141.4 195.5 144.7 189.7 62.0

R&D capitalised (%) 85.5 86.2 79.5 82.8 37.1

R&D as % of sales 5.1 6.6 4.7 7.2 2.5

Particulars FY17 FY18 FY19 FY20 FY21

Development expenditure capitalised in:

Intangible assets 2.9 3.2 0.4 0.6 -0.4

Intangible assets under development 0.0 0.0 0.0 0.0 2.3

Total capitalised expenditure (A) 2.9 3.2 0.4 0.6 1.9

R&D expenditure charged to P&L (B) 3.5 5.1 6.7 7.0 6.6

Total R&D (A+B) 6.4 8.3 7.1 7.6 8.5

R&D capitalised (%) 44.9 39.0 5.8 7.7 22.1

R&D as % of sales 0.8 1.0 0.8 1.0 1.2

Unfunded Funded

FY17 FY18 FY19 FY20 FY21 FY17 FY18 FY19 FY20 FY21

Gratuity expense (in P&L)

Current service cost 2.4 2.4 2.7 2.9 2.1 0.8 0.8 0.9 1.1 1.0

Interest cost 0.5 0.5 0.6 0.6 0.4 0.2 0.2 0.2 0.1 0.0

Actuarial (gains)/loss - - - - - - - - - -

Past service cost - - - - - - - - (0.1) (0.2)

Others - - - - - (0.0) (0.0) - - -

Total expense 2.9 2.9 3.3 3.5 2.6 1.0 1.0 1.1 1.1 0.8

Gratuity liability (in BS)

Present value of Defined benefit obligation 18.4 19.8 22.9 25.7 3.1 10.0 10.7 11.7 12.1 12.4

Fair value of plan assets - - - - - 6.9 7.9 9.3 10.8 11.6

Net liability (18.4) (19.8) (22.9) (25.7) (3.1) (3.1) (2.8) (2.4) (1.3) (0.8)

Name Designation 2019 2020 2021 YoY %

Dr. Pawan Goenka MD & CEO (ceased to be MD and CEO from 2 April 21) 122 100 102 1.6%

Dr. Anish Shah

Deputy Managing Diretor and Group CFO (Appointed

as MD and CFO w.e.f 1 April 2020) - - 94 NA

Mr. Rajesh Jejurikar

Executive Director, Automotive and farm sectors

(appointed as ED w.e.f. 1 April 2020) - - 68 NA

Mr. Anand G. Mahindra Executive Chairman 87 87 89 1.6%

Independent and NED 36 36 37 5.1%

Mr. V S Parthasarathy Group CFO & CIO (ceased from 1 April 2020) 70 51 - NA

Total 315 274 390 42.3%

As % of PBT 0.4 1.7 1.2

Particulars FY17 FY18 FY19 FY20 FY21

Total directors 11 10 10 10 13

No. of Independent directors 8 7 7 7 7

Ratio 0.73 0.70 0.70 0.70 0.54

Regulatory norms 0.33 0.33 0.33 0.33 0.33

Women director 1 1 1 2 3

Regulatory norms 1 1 1 1 1

Both funded and unfunded net liability

reduced significantly

Page 15: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 15

Exhibit 28: Auditor history

Source: Annual reports, company filings, Edelweiss Research

Exhibit 29: Auditor remuneration (INR mn)

Source: Annual reports, company filings, Edelweiss Research

Year Auditor

FY21

FY20

FY19

FY18

FY17 Deloitte Haskins & Sells LLP

For B S R & Co. LLP

Particulars FY17 FY18 FY19 FY20 FY21 YoY %

Payment to Auditors 57 45 50 53 56 7

Page 16: Mahindra & Mahindra Limited

ANNUAL REPORT ANALYSIS

Edelweiss Securities Limited

16 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset

DISCLAIMER Edelweiss Securities Limited (“ESL” or “Research Entity”) is regulated by the Securities and Exchange Board of India (“SEBI”) and is licensed to carry on the business of broking, Investment Adviser, Research Analyst and related activities.

This Report has been prepared by Edelweiss Securities Limited in the capacity of a Research Analyst having SEBI Registration No.INH200000121 and distributed as per SEBI (Research Analysts) Regulations 2014. This report does not constitute an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. Securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 includes Financial Instruments and Currency Derivatives. The information contained herein is from publicly available data or other sources believed to be reliable. This report is provided for assistance only and is not intended to be and must not alone be taken as the basis for an investment decision. The user assumes the entire risk of any use made of this information. Each recipient of this report should make such investigation as it deems necessary to arrive at an independent evaluation of an investment in Securities referred to in this document (including the merits and risks involved), and should consult his own advisors to determine the merits and risks of such investment. The investment discussed or views expressed may not be suitable for all investors.

This information is strictly confidential and is being furnished to you solely for your information. This information should not be reproduced or redistributed or passed on directly or indirectly in any form to any other person or published, copied, in whole or in part, for any purpose. This report is not directed or intended for distribution to, or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law, regulation or which would subject ESL and associates / group companies to any registration or licensing requirements within such jurisdiction. The distribution of this report in certain jurisdictions may be restricted by law, and persons in whose possession this report comes, should observe, any such restrictions. The information given in this report is as of the date of this report and there can be no assurance that future results or events will be consistent with this information. This information is subject to change without any prior notice. ESL reserves the right to make modifications and alterations to this statement as may be required from time to time. ESL or any of its associates / group companies shall not be in any way responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this report. ESL is committed to providing independent and transparent recommendation to its clients. Neither ESL nor any of its associates, group companies, directors, employees, agents or representatives shall be liable for any damages whether direct, indirect, special or consequential including loss of revenue or lost profits that may arise from or in connection with the use of the information. Our proprietary trading and investment businesses may make investment decisions that are inconsistent with the recommendations expressed herein. Past performance is not necessarily a guide to future performance .The disclosures of interest statements incorporated in this report are provided solely to enhance the transparency and should not be treated as endorsement of the views expressed in the report. The information provided in these reports remains, unless otherwise stated, the copyright of ESL. All layout, design, original artwork, concepts and other Intellectual Properties, remains the property and copyright of ESL and may not be used in any form or for any purpose whatsoever by any party without the express written permission of the copyright holders.

ESL shall not be liable for any delay or any other interruption which may occur in presenting the data due to any reason including network (Internet) reasons or snags in the system, break down of the system or any other equipment, server breakdown, maintenance shutdown, breakdown of communication services or inability of the ESL to present the data. In no event shall ESL be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with the data presented by the ESL through this report.

We offer our research services to clients as well as our prospects. Though this report is disseminated to all the customers simultaneously, not all customers may receive this report at the same time. We will not treat recipients as customers by virtue of their receiving this report.

ESL and its associates, officer, directors, and employees, research analyst (including relatives) worldwide may: (a) from time to time, have long or short positions in, and buy or sell the

Securities, mentioned herein or (b) be engaged in any other transaction involving such Securities and earn brokerage or other compensation or act as a market maker in the financial

instruments of the subject company/company(ies) discussed herein or act as advisor or lender/borrower to such company(ies) or have other potential/material conflict of interest with

respect to any recommendation and related information and opinions at the time of publication of research report or at the time of public appearance. ESL may have proprietary long/short

position in the above mentioned scrip(s) and therefore should be considered as interested. The views provided herein are general in nature and do not consider risk appetite or investment

objective of any particular investor; readers are requested to take independent professional advice before investing. This should not be construed as invitation or solicitation to do business

with ESL.

ESL or its associates may have received compensation from the subject company in the past 12 months. ESL or its associates may have managed or co-managed public offering of securities for the subject company in the past 12 months. ESL or its associates may have received compensation for investment banking or merchant banking or brokerage services from the subject company in the past 12 months. ESL or its associates may have received any compensation for products or services other than investment banking or merchant banking or brokerage services from the subject company in the past 12 months. ESL or its associates have not received any compensation or other benefits from the Subject Company or third party in connection with the research report. Research analyst or his/her relative or ESL’s associates may have financial interest in the subject company. ESL and/or its Group Companies, their Directors, affiliates and/or employees may have interests/ positions, financial or otherwise in the Securities/Currencies and other investment products mentioned in this report. ESL, its associates, research analyst and his/her relative may have other potential/material conflict of interest with respect to any recommendation and related information and opinions at the time of publication of research report or at the time of public appearance.

Participants in foreign exchange transactions may incur risks arising from several factors, including the following: ( i) exchange rates can be volatile and are subject to large fluctuations; ( ii) the value of currencies may be affected by numerous market factors, including world and national economic, political and regulatory events, events in equity and debt markets and changes in interest rates; and (iii) currencies may be subject to devaluation or government imposed exchange controls which could affect the value of the currency. Investors in securities such as ADRs and Currency Derivatives, whose values are affected by the currency of an underlying security, effectively assume currency risk.

Research analyst has served as an officer, director or employee of subject Company: No

ESL has financial interest in the subject companies: No

ESL’s Associates may have actual / beneficial ownership of 1% or more securities of the subject company at the end of the month immediately preceding the date of publication of research report.

Research analyst or his/her relative has actual/beneficial ownership of 1% or more securities of the subject company at the end of the month immediately preceding the date of publication of research report: No

ESL has actual/beneficial ownership of 1% or more securities of the subject company at the end of the month immediately preceding the date of publication of research report: No

Subject company may have been client during twelve months preceding the date of distribution of the research report.

There were no instances of non-compliance by ESL on any matter related to the capital markets, resulting in significant and material disciplinary action during the last three years except that ESL had submitted an offer of settlement with Securities and Exchange commission, USA (SEC) and the same has been accepted by SEC without admitting or denying the findings in relation to their charges of non registration as a broker dealer.

A graph of daily closing prices of the securities is also available at www.nseindia.com

Analyst Certification:

The analyst for this report certifies that all of the views expressed in this report accurately reflect his or her personal views about the subject company or companies and its or their securities, and no part of his or her compensation was, is or will be, directly or indirectly related to specific recommendations or views expressed in this report.

Page 17: Mahindra & Mahindra Limited

Edelweiss Securities Limited

ANNUAL REPORT ANALYSIS

Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson FirstCall, Reuters and Factset 17

Additional Disclaimers

Disclaimer for U.S. Persons

This research report is a product of Edelweiss Securities Limited, which is the employer of the research analyst(s) who has prepared the research report. The research analyst(s) preparing the research report is/are resident outside the United States (U.S.) and are not associated persons of any U.S. regulated broker-dealer and therefore the analyst(s) is/are not subject to supervision by a U.S. broker-dealer, and is/are not required to satisfy the regulatory licensing requirements of FINRA or required to otherwise comply with U.S. rules or regulations regarding, among other things, communications with a subject company, public appearances and trading securities held by a research analyst account.

This report is intended for distribution by Edelweiss Securities Limited only to "Major Institutional Investors" as defined by Rule 15a-6(b)(4) of the U.S. Securities and Exchange Act, 1934 (the Exchange Act) and interpretations thereof by U.S. Securities and Exchange Commission (SEC) in reliance on Rule 15a 6(a)(2). If the recipient of this report is not a Major Institutional Investor as specified above, then it should not act upon this report and return the same to the sender. Further, this report may not be copied, duplicated and/or transmitted onward to any U.S. person, which is not the Major Institutional Investor.

In reliance on the exemption from registration provided by Rule 15a-6 of the Exchange Act and interpretations thereof by the SEC in order to conduct certain business with Major Institutional Investors, Edelweiss Securities Limited has entered into an agreement with a U.S. registered broker-dealer, Edelweiss Financial Services Inc. ("EFSI"). Transactions in securities discussed in this research report should be effected through Edelweiss Financial Services Inc.

Disclaimer for U.K. Persons

The contents of this research report have not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). In the United Kingdom, this research report is being distributed only to and is directed only at (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005 (the “Order”); (b) persons falling within Article 49(2)(a) to (d) of the Order (including high net worth companies and unincorporated associations); and (c) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This research report must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this research report relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this research report or any of its contents. This research report must not be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person. Disclaimer for Canadian Persons

This research report is a product of Edelweiss Securities Limited ("ESL"), which is the employer of the research analysts who have prepared the research report. The research analysts preparing the research report are resident outside the Canada and are not associated persons of any Canadian registered adviser and/or dealer and, therefore, the analysts are not subject to supervision by a Canadian registered adviser and/or dealer, and are not required to satisfy the regulatory licensing requirements of the Ontario Securities Commission, other Canadian provincial securities regulators, the Investment Industry Regulatory Organization of Canada and are not required to otherwise comply with Canadian rules or regulations regarding, among other things, the research analysts' business or relationship with a subject company or trading of securities by a research analyst.

This report is intended for distribution by ESL only to "Permitted Clients" (as defined in National Instrument 31-103 ("NI 31-103")) who are resident in the Province of Ontario, Canada (an "Ontario Permitted Client"). If the recipient of this report is not an Ontario Permitted Client, as specified above, then the recipient should not act upon this report and should return the report to the sender. Further, this report may not be copied, duplicated and/or transmitted onward to any Canadian person.

ESL is relying on an exemption from the adviser and/or dealer registration requirements under NI 31-103 available to certain international advisers and/or dealers. Please be advised that (i) ESL is not registered in the Province of Ontario to trade in securities nor is it registered in the Province of Ontario to provide advice with respect to securities; (ii) ESL's head office or principal place of business is located in India; (iii) all or substantially all of ESL's assets may be situated outside of Canada; (iv) there may be difficulty enforcing legal rights against ESL because of the above; and (v) the name and address of the ESL's agent for service of process in the Province of Ontario is: Bamac Services Inc., 181 Bay Street, Suite 2100, Toronto, Ontario M5J 2T3 Canada.

Disclaimer for Singapore Persons

In Singapore, this report is being distributed by Edelweiss Investment Advisors Private Limited ("EIAPL") (Co. Reg. No. 201016306H) which is a holder of a capital markets services license and an exempt financial adviser in Singapore and (ii) solely to persons who qualify as "institutional investors" or "accredited investors" as defined in section 4A(1) of the Securities and Futures Act, Chapter 289 of Singapore ("the SFA"). Pursuant to regulations 33, 34, 35 and 36 of the Financial Advisers Regulations ("FAR"), sections 25, 27 and 36 of the Financial Advisers Act, Chapter 110 of Singapore shall not apply to EIAPL when providing any financial advisory services to an accredited investor (as defined in regulation 36 of the FAR. Persons in Singapore should contact EIAPL in respect of any matter arising from, or in connection with this publication/communication. This report is not suitable for private investors.

Disclaimer for Hong Kong persons

This report is distributed in Hong Kong by Edelweiss Securities (Hong Kong) Private Limited (ESHK), a licensed corporation (BOM -874) licensed and regulated by the Hong Kong Securities and Futures Commission (SFC) pursuant to Section 116(1) of the Securities and Futures Ordinance “SFO”. This report is intended for distribution only to “Professional Investors” as defined in Part I of Schedule 1 to SFO. Any investment or investment activity to which this document relates is only available to professional investor and will be engaged only with professional investors.” Nothing here is an offer or solicitation of these securities, products and services in any jurisdiction where their offer or sale is not qualified or exempt from registration. The report also does not constitute a personal recommendation or take into account the particular investment objectives, financial situations, or needs of any individual recipients. The Indian Analyst(s) who compile this report is/are not located in Hong Kong and is/are not licensed to carry on regulated activities in Hong Kong and does not / do not hold themselves out as being able to do so. Copyright 2009 Edelweiss Research (Edelweiss Securities Ltd). All rights reserved.

Aditya Narain

Head of Research

[email protected]