Integrated Annual Report 2024-25 132 ANNEXURE VIII POLICIES Your Company is committed to adhere to the highest possible standards of ethical, moral and legal business conduct. Considering this, your Company has formulated certain policies, inter alia, in accordance with the requirements of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”) and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The policies as mentioned below are available on the Company’s website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-relations/policies-and-documents. These policies are reviewed periodically and are updated as and when needed. During the year, the Company had revised and adopted some of its Policies in order to align the same with recent changes in Corporate and Securities Laws. A brief description about the Key Policies adopted by the Company is as under: Sr. No. Name of the Policy Brief description Summary of key changes made to the Policies during the year 1. Whistle-blower Policy The Vigil Mechanism as envisaged in the Act and Listing Regulations 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. Various Committees under this Policy have been re-constituted. 2. Code of Conduct The Board of your Company has laid down two separate Codes of Conduct, one for all the Board Members and the other for Employees of the Company. This Code is the central policy document, outlining the requirements that the employees working for and with the Company must comply with, regardless of their location. During the year, the Code has been amended twice, to amend the clauses on Conflict of Interest and Intellectual Property and Trademark, while the applicability and approval matrix were amended to make it stricter. There has been no change to the Code of Conduct for Board Members. 3. Dividend Distribution Policy The Dividend Distribution Policy as per Regulation 43A of the Listing Regulations is attached as Annexure I to the Board’s Report and forms part of this Annual Report. There has been no change to this policy. 4. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information This Code has been formulated to ensure prompt, timely and adequate disclosure of Unpublished Price Sensitive Information (“UPSI”) which, inter alia, includes policy for Determination of “Legitimate Purposes”. The Code has been amended to, inter alia align, with the provisions of the Listing Regulations on responding to Market Rumours. 5. Policy for determination of Materiality for disclosure of Event or Information This policy requires the Company to make disclosure of events or information which are material to the Company as per the requirements of Regulation 30 of the Listing Regulations. The Policy and Indicative Guidelines have been amended twice to, inter alia, include and align with the provisions and amendment made to the Listing Regulations pertaining to Market Rumour Verification, Timelines for Disclosure of Material Events / Information in case of Board Meeting, Monetary Thresholds for Disclosure of Imposition of Fine / Penalty, and other disclosure requirements.
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