STATUTORY REPORTS | Board’s Report 115 The evaluation also highlights the efficiency and strategic organization of Board Meetings, which are meticulously planned and effectively led by the Chair to ensure productive discussions and informed decision-making. Additionally, the Committees have also showcased effective management and performance, particularly in governance and internal controls, reflecting their dedication to maintaining high standards in their respective areas of focus. Based on the outcome of the performance evaluation for the year under review, certain focus areas were identified. The Board has agreed on an action plan to further improve its effectiveness and functioning and to maintain the High Standards of Governance, Visibility and Interaction in the coming years. The Directors expressed their satisfaction with the Evaluation process. During the year under review, GNRC ascertained and reconfirmed that the deployment of ‘questionnaire’ as a methodology, is effective for evaluation of performance of the Board and Committees and individual Directors. Company Secretary and Compliance Officer As mentioned in the previous year’s Annual Report, the Board at its Meeting held on 31st March 2025, noted and approved the Retirement of Mr. Narayan Shankar, Company Secretary of the Company with effect from close of 1st April 2025, pursuant to him reaching the age of Superannuation and consequent cessation as Compliance Officer of the Company under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) and also as the Key Managerial Personnel and Senior Management Personnel of the Company. Further, Ms. Divya Mascarenhas was appointed as the Company Secretary and Compliance Officer under the SEBI LODR Regulations (in an Interim Capacity), designated as ‘Interim Company Secretary and Key Managerial Personnel’, with effect from 2nd April 2025. She subsequently ceased to hold office from the close of 15th July 2025. During the year, pursuant to the recommendation made by the Governance, Nomination and Remuneration Committee, the Board at its Meeting held on 11th July 2025, approved the appointment of Mr. Sailesh Kumar Daga (ICSI Membership No. F4164) as the Company Secretary of the Company and as Compliance Officer under SEBI LODR Regulations. He has also been designated as a Key Managerial Personnel and inducted into the Senior Management Personnel of the Company, with effect from 16th July 2025. Policies on Appointment and Remuneration Your Company has adopted the following Policies: (a) Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management; (b) Policy for remuneration of the Directors, Key Managerial Personnel and other employees. Policy (a) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company. Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company. Policies mentioned at (a) and (b) above are uploaded on the Company’s website and can be accessed at the Web-link: https://www.mahindra.com/policies-and-documents Familiarisation Programme for Independent Directors / Non-Executive Directors The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Independent Directors meet the business and functional heads and provide their inputs and suggestions on strategic and operational matters at the quarterly Board / Committee Meetings. Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Company’s values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.
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