STATUTORY REPORTS | Board’s Report 117 As required under Schedule IV of the Companies Act, 2013, these meetings are held without the attendance of Non‑Independent Directors and members of management and are conducted to facilitate free and open discussion among the Independent Directors to, inter alia, discuss matters pertaining to the review of the performance of Non‑Independent Directors and the Board of Directors as a whole; review the performance of the Chairman of the Company (taking into account the views of other Executive and Non‑Executive Directors); and assess the quality, quantity, and timeliness of the flow of information between the Company’s management and the Board, which is necessary for the Board to effectively and reasonably perform its duties. During the year under review, 3 Meetings of Independent Directors were held and were well attended. Upon the conclusion of the Meetings, the Independent Directors, as deemed appropriate, communicate any suggestions, views or concerns to the Chairman or the Group CEO and Managing Director. Audit Committee Mr. T. N. Manoharan, Independent Director of the Company ceased to be the Chairman of the Audit Committee of the Company owing to his unfortunate and untimely demise on 30th July 2025. Accordingly, the Board at its Meeting held on 6th October 2025, noted the consequent change in Audit Committee composition and inducted Mr. M. P. Vijay Kumar as Member and Chairman of the Committee with effect from 7th October 2025. The Committee as of 31st March 2026 comprised of three Directors viz. Mr. M.P Vijay Kumar (Chairman of the Committee), Ms. Shikha Sharma and Mr. Muthiah Murugappan. Post the year end, Ms. Padmasree Warrior and Mr. Ranjan Pant were inducted as Members and Ms. Shikha Sharma stepped down from the Committee with effect from 6th May 2026. As on 31st March 2026, all the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations of the Audit Committee were accepted by the Board. L. GOVERNANCE Corporate Governance Your Company proudly upholds a distinguished legacy of ethical governance, with many of its practices instituted well before legal requirements came into effect. This enduring commitment reflects not only foresight but also an unwavering dedication to integrity. Transparency remains the cornerstone of every transaction, and business ethics continue to be prioritized as fundamental to the Company’s identity and success. Your Company continued to feature in the ‘Leadership’ category in the Corporate Governance Scorecard 2025 which is developed by Institutional Investor Advisory Services India Limited (‘IiAS’) with support from International Finance Corporation (‘IFC’) and BSE Limited (‘BSE’). Further, your Company has been awarded the prestigious ‘Golden Peacock Global Award for Excellence in Corporate Governance’ for the year 2025 (under the Automobile Sector), securing this honour for the fifth time. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. Compliance Management The Company is using a compliance management tool which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Group CEO and Managing Director to the Board. Ethics Framework The revised House of Rise in Company’s Code of Conduct (‘Code’) emphasises on how Mahindra’s culture is built on strong values and good behaviours which is seen in the right choices made and actions taken each day even if no one is watching. The Ethics and Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption (‘ABAC’), Gifts & Entertainment (‘G&E’), Prevention of Sexual Harassment at Workplace (‘POSH’), Whistle-Blower Policy (‘WB’), Business Partner Code of Conduct and Supplier Code of Conduct to ensure robust Corporate Governance. The Code of Conduct and all the Company’s policies are uploaded on the Company’s website and can be accessed at the Web-link: https://www.mahindra.com/policies-anddocuments and on the Rise@Work, the Company’s intranet as well as on the mobile app Me-connect.
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