STATUTORY REPORTS | Corporate Governance Report 207 vii. Play the role of a facilitator outside the Boardroom, especially, on contentious issues; viii. Provide candid feedback to Group CEO and Managing Director and Group CFO post Meeting of Independent Directors; and ix. Lead, in coordination with the Chairman, the performance evaluation of the Board and Individual Directors. O. 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. As required under Schedule IV of the Act, 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. P. Codes of Conduct The Board of your Company has laid down 2 separate Codes of Conduct (‘Codes’), one for all the Board Members and the other for Employees of the Company which also extends to the Executive Directors and Senior Managerial Personnel. The Code of Conduct for the Board Members of the Company also includes Code for Independent Directors which is a guide to professional conduct for Independent Directors, pursuant to section 149(8) and Schedule IV of the Act. These Codes set out the fundamental standards of ethical and professional conduct required to be followed by Directors and members of Senior Management and are uploaded on the Company’s website and can be accessed at: https://www. mahindra.com/investor-relations/policies-and-documents. The Codes are designed to promote integrity, transparency, accountability and ethical behaviour in all aspects of the Company’s operations. All Directors and Senior Management Personnel have affirmed compliance with the Code for the financial year ended 31st March 2026. A declaration to this effect signed by the Group CEO and Managing Director forms part of this Report. Q. Code of Conduct for Suppliers Your Company has also developed ‘Supplier Code of Conduct’ to guide its Suppliers as to how to engage in ethical, responsible and legal business practices in their operations around the world. This Code is applicable to all ‘Suppliers’ i.e. domestic and international. Suppliers include suppliers, service providers, vendors, traders, agents, consultants, contractors, joint venture partners, third parties including their employees, agents and other representatives, who have a business relationship with and provide, sell, seek to sell, any kind of goods or services to the Company. The Code emphasises on the Suppliers of the Company to conduct their business activities and deal on behalf of their company with professionalism, honesty and integrity, as well as with high moral and ethical standards. Such conduct shall be fair and transparent and perceived to be as such by third parties. R. CEO/CFO Certification The Group CEO and Managing Director and Group Chief Financial Officer of the Company have jointly provided an annual certification on financial reporting and internal controls to the Board and Audit Committee in terms of Regulation 17(8) of the SEBI LODR Regulations and quarterly certification on financial results while placing the financial results before the Board and Audit Committee in terms of Regulation 33(2) of the SEBI LODR Regulations.
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