Q1.Vision/Mission statement of the Companys Promoters and their management philosophy.

Vision: To create a fully collaborative environment in which suppliers can deliver exactly what the company needs, when it needs it, and at a competitive cost.

Mission: To create India's largest automobile and automobile-related products distribution network by providing dealers and customers with the largest choice of unique world-class products and services. Anand G. Mahindra, who took over as the chairman of Mahindra & Mahindra in his first letter to shareholder states his Vision asWe don't have a group-wide mission statement. Our Core Purpose is what makes all of us want to get up and come to work in the morning. Indians are second to none in the world. The Founders of our nation and of our Company passionately believed this. We will prove them right by believing in ourselves and by making Mahindra & Mahindra Limited known world-wide for the quality of its products and services. Management Philosophy Core Values Our Core Values are influenced by our past, tempered by our present, and will shape our future. They are an amalgam of what we have been, what we are and what we want to be. Professionalism We have always sought the best people for the job and given them the freedom and the opportunity to grow. We will continue to do so. We will support innovation and well reasoned risk taking, but will demand performance. Customer First We exist and prosper only because of the customer. We will respond to the changing needs and expectations of our customers speedily, courteously and effectively.

Quality Focus Quality is the key to delivering value for money to our customers. We will mark equality a driving value in our work, in our products and in our interactions with others. We will do it 'First Time Right'. Dignity of the Individual We will value individual dignity, uphold the right to express disagreement and respect the time and efforts of others. Through our actions, we will nurture fairness, trust and transparency.

Q2.Shareholding pattern of the Company.

Q3.Companys major products ,services and Segments of operations. Mahindra & Mahindra Limited operates in nine segments. The automotive segment includes sales of automobiles, spare parts and related services. Farm equipment segment includes sales of tractors, spare parts and related services Automotive Domestic Operations International Operations Mahindra Renault Private Limited (MRPL) Mahindra Navistar Automotives Limited (MNAL) Mahindra Navistar Engines Private Limited (MNEPL) After-Market Sector Mahindra Spares Business Mahindra First Choice Mahindra First Choice Wheels Ltd Mahindra & Mahindra-Automotive Division Mahindra Graphic Research Design Mahindra Navistar Automotive Mahindra Navistar Engines Mahindra Reva Electric Vehicles Mahindra Vehicle Manufacturers Ssangyong Motor Company Farm Equipment Sector Domestic Operations International Operations Mahindra Gujarat Tractor Mahindra Agribusiness Mahindra Powered Mahindra USA Mahindra Australia Mahindra China Tractors Mahindra 2 Wheelers Mahindra Systech Forgings Mahindra Forgings Limited - India Mahindra Forgings Europe - Ag- GSA- Schonoweiss & Co GMBH- JECO- Stokes UK

Commercial Personal Vehicles Vehicles Bolero Alfa e2o Gio Scorpio Mahindra Trucks Thar and Buses Verito Bolero Maxi Truck Xylo Genio Actyon Loadking Actyon Sports Maxximo Chairman W Tourister Buses Korando Kyron Rexton Rodius XUV 500 Quanto Q4 Important Contents of the directors report as per the provisions of the companies act and available in the annual report.

Financial Highlights (Rs. in crores)

Gross Income 43,962 Taxation 4,447 Profit for the year 3,353

Net Income 40,990

Profit before

Proposed Dividends 798

Financial Performance Net income Growth Rs. 40,990 crores @ 26.8% Profit Rs. 5,258 crores @ 24.1% Dividend A dividend of aggregating Rs. 13.00 per Ordinary (Equity) Share of the face value of Rs. 5 each Acquisitions and other matters (1) Buyout of Navistar Inc.s stake in Truck and Engine Joint Venture In November 2005,MnM along with Navistar Inc. and its affiliates had entered into a Joint Venture Agreement and set up Mahindra Navistar Automotives in which MnM held 51% of the Equity Share Capital. (2) Rights Issue of EPC Industrie Limited During the year, EPC Industrie Limited (EPC), a subsidiary of MnM engaged in the business of manufacturing and marketing micro irrigation systems, successfully completed its Rights Issue (3) Buyout of BAE Systems Plc. stake in Land Systems Joint Venture MnM held 74% in the Equity Share Capital of DLSI and the balance 26% was held by BAE Systems Plc. The scope of the Joint Venture included development of land systems technical capabilities and products for the Indian armed forces, para-military forces and homeland security. (4) Further Equity Investment in Ssangyong Motor Company SYMC made a third party allotment by way of a Preferential Issue of 1,45,45,455 Equity Shares to MnM at an issue price of 5,500 Korean Won per share for an amount aggregating around 80 billion Korean Won, resulting into an increase in the shareholding of your Company in SYMC from 69.63% to 72.85.

Stock Options Mahindra & Mahindra Employees Stock Option Trust have granted 5,65,094 Stock Options to Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme 2010. Further, 20,000 Stock Options have also been granted under the Mahindra & Mahindra Limited Employees Stock Option Scheme 2000. Safety, Occupational Health and Environment SH&E Policy in line with the National Safety, Occupational Health & Environmental Policy. Internal and external medical check-ups of employees and contractors are conducted. Road Safety Week, National Safety Week, Fire Service Day and World Environment Day are celebrated. Behavioural Based Safety (BBS) observations, small group working, Safety Inspection alongwith Safety awareness training with benchmarks on overall safety performance are conducted. All plants of the Automotive Division have been certified for ISO 14001: 2004 & OHSAS 18001: 2007 (amended standards). An External Audit for Safety, Occupational Health and Environment is conducted every year and all the Companys plants of the Automotive Division have been certified during the year 2012-13. Corporate Social Responsibility Mahindras Corporate Social Responsibility (CSR) is committed to building possibilities for socially and economically disadvantaged communities to enable them to RISE above their limiting circumstances. A. Project Nanhi Kali The Nanhi Kali flagship programme of the K. C. Mahindra Education Trust (KCMET) since 1996. This sponsorship provides underprivileged girls with academic support classes where concepts of Maths, Science and Language are taught to the girls. In the Financial Year 2013, 7,414 individuals and corporates donated Rs. 22.65 crores to the Nanhi Kali Project, enabling the Project to support the education of 78,338 underprivileged.

B. Mahindra Pride Schools This Financial Year witnessed the setting up of the 5th Mahindra Pride School in Srinagar in October 2012. A total of 2,605 Scheduled Caste/Scheduled Tribe students received intensive training at the 5 Mahindra Pride Schools in Pune, Chennai, Patna, Chandigarh and Srinagar. C. Scholarships and Grants 1. Mahindra All India Talent Scholarships Approximately 500 scholarships are given every year to students who undergo a three year course. In the Financial Year 2013, 550 students were awarded the MAITS leading to a disbursement of Rs. 91.43 lakhs. MAITS has been awarded to 6,354 students till date. 2. K. C. Mahindra Scholarships for Post-Graduate studies abroad In the Financial Year 2013, 44 students were awarded a scholarship of Rs. 2 lakhs each. 3. K. C. Mahindra United World Colleges (UWC) Scholarships Till date 86 students have benefited from the K. C. Mahindra UWC Scholarship enabling them to study at the United World Colleges, and in particular the Mahindra United World College. Sustainability Initiatives During the year under review, the 5th Sustainability Report for the year 2011-12 was released and it received a GRI rating of A+ (like the earlier four Reports). The external assurance of the Report was carried out by KPMG. During 2012-13, MnMs consistent performance on the ESG dimensions has been recognized in the following ways. The Company : Retained its position in the top 10 Indian Companies in the CRISIL/Standard & Poor ESG Index 2012. Ranked 8th out of 750 companies in South East Asia and 2nd out of 100 in India by The Asian Sustainability Rating, a Singapore based financial research agency.

 Achieved Sustainability Plus GOLD Rating by CII a first of its kind Sustainability Labeling to reflect ESG performance of leading Indian Companies. Received the FE-EVI Green Business Leadership Award 2011-12 for the Automobile Sector category. Ranked 2nd in the India 200 Carbon Disclosure Leadership Index in 2012. Was invited to participate in the Dow Jones Sustainability Index 2012 for the second time. Directors Responsibility Statement Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed; (ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profit of the Company for the year ended on that date; (iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the annual accounts have been prepared on a going concern basis. Public Deposits and Loans/Advances Out of the total 7,241 deposits of Rs. 5,295.39 lakhs from the Public and Shareholders as at 31st March 2013, 173 deposits amounting to Rs. 70.15 lakhs had matured and had not been claimed as at the end of the Financial Year. Since then, 42 of these deposits of the value of Rs. 15.48 lakhs have been claimed. . Particulars of Employees The Company had 229 employees who were in receipt of remuneration of not less than Rs. 60,00,000 during the year ended 31st March 2013 or not less than Rs. 5,00,000 per month during any part of the said year.

Q5 Significant contents of the management discussion and analysis and their relevance to you as an analyst?

Opportunities and Threats Automotive Sector The potential size of the Indian passenger vehicle marketby the Financial Year 2016-17 is likely to be as large as ~5 million vehicles, with a growth rate of 13-15% per year. The current low vehicle penetration of 15 vehicles per 1,000 population (compared to an average of 120 vehicles per 1,000 population for the world) also suggests that there are significant growth opportunities for the industry. On the other hand, there is continuous pressure globally to reduce emissions from automobiles, leading to the need for ongoing investments in technology upgradation and alternate energy across the automotive value chain. Automobile manufacturers such as MnM have to monitor such trends carefully and adapt to them quickly. Risks and Concerns Automotive and Farm Equipment Sectors

Commodity Prices MnM mitigated the material cost impact through cost reduction and value engineering. In the second half of the Financial Year 2012-13, with the further slowdown of the economy, the industry benefited from the drop in commodity prices. Capacity Some of the Companys key suppliers occasionally face capacity constraints and are unable to meet demand peaks. This could lead to potential loss of volumes and market share. Competitive Intensity Original Equipment Manufacturers (OEMs) are actively investing in new product development and product technology upgrades. With increased local sourcing and development taking place in India, cost structures of multinational corporations are becoming competitive. Also, in the past, most MNC OEMs entering India were focused on the car market. Tax and Excise Duty Regulations In India, there is a large differential between taxes levied on small cars and larger vehicles. With the resulting lower price tag for small cars, many customers may opt to postpone large car purchases or buy a small car which could impact the growth of UVs and the large car segment. Diesel Petrol price parity In January 2013, the Government of India announced a policy for partial deregulation of diesel prices. Tthe diesel petrol price gap has narrowed from Rs. 30 in Q1 F13 to Rs. 21 in Q4 F13. This will impact the cost of ownership and may have an impact on the demand of your Companys products, as almost all its products are diesel powered.

Strategy Automotive Sector Some of the key elements of strategy include enriching the product portfolio to strengthen presence across various automotive segments, continually refreshing and updating products and strengthening R&D and technology capabilities.

Farm Equipment Sector MnM will offer a wider range of mechanisation solutions to make life easier and more prosperous for farmers. This will enable the organization to offer farmers a range of inputs and know-how. All these will thus, lead to greater farm productivity and deliver prosperity, strengthening the Companys leadership position.

Long Term & Short Term Borrowings: Borrowings (including current maturities of long term debt and unclaimed matured deposits) have decreased from Rs. 3,582.67 crores in the previous year to Rs. 3,489.29 crores in the current year. Financial Leverage Has decreased due to the decrease in Debt to Equity and has shown a continuous decline over the years.

Expenditure: Material Cost: Increase in material cost due the rise in input cost due to increase in commodity Personnel Cost: Personnel cost has increased by 9.68% to Rs. 1,866.45 crores from Rs. 1,701.78. Other Expenses: Other expenses as a percentage of net sales and operating income shows a decrease over the previous year. Depreciation and Amortisation: On account capitalization of assets during the year and increased amortization of intangibles, the depreciation and amortisation for the year ended March 31, 2013 stood at Rs. 710.81 crores as compared to Rs. 576.14 crores in the previous year. Finance Costs: The interest expense for the year ended March 31, 2013 is Rs. 191.19 crores as compared to Rs. 162.75 crores in the previous year. Provision for taxation: The provision for current tax and deferred tax for the year ended March 31, 2013 as a percentage to profit before tax is higher than the previous year, because of a revaluation of the Companys deferred tax liability due to increase in the statutory tax rate from 32.45% to 33.99. Q6 How do you rate the corporate governance practices and corporate social responsibility of the company? The Companys Governance practices are built on core values, beliefs and ethics derived through sustained efforts and commitment to the highest standards of Corporate Conduct. MnM believes that sound Corporate Governance is critical for enhancing long-term shareholder value and retaining investor trust. The Report seems in compliance with the Code of Corporate Governance as prescribed by the Securities and Exchange Board of India. It has addressed issues in the following domains:

I. A B C D E F G II.

Board of Directors Composition of the Board Board Procedure Number of Board Meetings Meetings of Independent Directors Directors seeking Re-appointment/Appointment Codes of Conduct CEO/CFO Certification

Remuneration to Directors A Remuneration Policy B Remuneration to Non-Executive Directors C Remuneration paid/payable to Managing Director and Executive Director

III. IV. A. B. C. D. E. F. G. V.

Risk Management Committees of the Board Audit Committee Governance, Remuneration nd Nomination Committee Share Transfer and Shareholders/Investors Grievance Committee D. Corporate Social Responsibility Committee Research & Development Committee Loans & Investment Committee Subsidiary Companies

VI. Disclosures A. Disclosure of transactions with Related Parties B. Disclosure of Accounting Treatment in preparation of Financial Statements C. Code for Prevention of Insider Trading Practices VII. Shareholder Information