Integrated Annual Report 2025-26 116 Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc. Ms. Samina Hamied and Mr. M.P. Vijay Kumar, Independent Directors appointed during the FY26 participated in a structured orientation program aimed at enhancing their understanding of their duties, responsibilities, and governance obligations. The program provided insights into the organisation’s background, operations, and overall organisational framework, along with details on the composition and roles of various Board Committees. The session also addressed Board processes, governance practices, and the risk management framework to support the Directors in effectively contributing to the Board’s functioning. The Company uses a web-based portal i.e. BoardVantage portal which is accessible to all Directors and includes all the necessary papers and documents, inter alia, including Agendas, Minutes, Presentations, etc. This platform 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR 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 SEBI LODR 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 SEBI LODR Regulations are available on the Company’s website at the web link: https://www.mahindra.com/AnnualReport-FY26 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 2026, 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 2026 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 2026; (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 2026. Board Meetings and Annual General Meeting A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 1st April 2025 to 31st March 2026, nine Board Meetings were held on: 26th April 2025, 5th May 2025, 11th July 2025, 30th July 2025, 6th October 2025, 4th November 2025, 12th November 2025, 11th February 2026 and 31st March 2026. The 79th Annual General Meeting (AGM) of the Company was held on 31st July 2025 through Video Conferencing / Other Audio Visual Means. Meetings of Independent Directors Your Company is firmly committed to upholding the highest standards of governance and places a strong emphasis on ensuring the independence and objectivity of the Board. To foster this environment, the Independent Directors of your Company meet periodically, including prior to the scheduled Board Meetings without the presence of the Chairman, the Group CEO and Managing Director, the Executive Director or other Non‑Independent Director(s) or any other Management Personnel.
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