Mahindra & Mahindra Ltd. | Integrated Annual Report 2024-25

Integrated Annual Report 2024-25 96 This initiative achieves two key objectives: it allows Board members to leverage their expertise on strategic initiatives while also immersing them in the intricacies of execution and the challenges associated with specific Businesses. In essence, this approach equips Board members with a rounded perspective on the strategic challenges the Group faces, the competitive advantages it aims to establish, and a clear overview of the execution strategy. Additionally, this event fosters meaningful engagement between Board members and the Senior Leadership from various business segments and subsidiaries, promoting collaboration and insight sharing. During the year, the Company transitioned to the Nasdaq BoardVantage portal, replacing the old Board Portal. This web-based platform is accessible to all Directors and includes all the necessary papers and documents, inter alia, including Agendas, Minutes, Presentations, etc. This upgrade to the BoardVantage Portal from in-house Board Portal enhances the efficient and effective Conduct of Meetings and provides with accessibility and organisation of important documents and resources for the Board. Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarisation programmes for its Directors including periodic review of Investments of the Company at Strategic Investment Committee Meetings, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to Listing Regulations, Framework for Related Party Transactions, etc. at the Audit Committee Meetings, various Business Entity Risks, etc. at the Risk Management Committee Meetings, Product Launches and Showcase of New Vehicles, Session on Geopolitics, etc. The details as required under Regulations 46 and 62(1A) of the Listing Regulations are available on the website of your Company at the web link: https://www. mahindra.com/resources/FY25/AnnualReport.zip. Directors’ Responsibility Statement Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that: (a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2025, the applicable accounting standards have been followed; (b) they had in consultation with Statutory Auditors, selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) they have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year ended 31st March, 2025; (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended 31st March, 2025. Board Meetings and Annual General Meeting A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 1st April, 2024 to 31st March, 2025, seven Board Meetings were held on: 16th May, 2024, 31st July, 2024, 7th November, 2024, 7th and 8th February, 2025, 20th February, 2025, 28th February, 2025 and 31st March, 2025. The 78th Annual General Meeting (AGM) of the Company was held on 31st July, 2024 through Video Conferencing / Other Audio Visual Means. Meetings of Independent Directors The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Managing Director or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel. These Meetings are conducted in an informal and flexible manner 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 Chairman of the Company (taking into account the views of the Executive and

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