A Message From Mr. Anand Mahindra

When our Company first went public, K. C. Mahindra set aside some shares for the Company's employees. When several employees wrote to thank him, he acknowledged their affection and thanked them in a memo which stated, “It's nice to have money, but it's nicer to have the things that money can't buy.” So, from very early in our history, Mahindra has stood for many things that money can't buy. And the most important among the things that money can't buy, is reputation.

It was not by coincidence that Forbes has listed us among the world' 200 most reputed companies. Reputation and good governance have been part of the DNA of the Company from its inception. There are many times when we have chosen to be transparent, despite there being no mandate on us. For example, our Company has been reporting back to its shareholders on corporate governance, long before the law made it mandatory. There are many ways by which we have institutionalised the highest benchmarks of corporate working and behaviours in our processes. We have articulated a set of Core Values and Corporate Governance Policies that are open for anybody to see and we have structures like the Ethics and Governance Committee firmly in place to ensure that all governance issues are effectively and transparently addressed.

All this is not just airy fairy 'feel good stuff'. It pays business dividends. Business partners trust us, because we are clear on how we work and what we stand for. Foreign collaborators prefer us because they know that our expertise is supported by ethics. Our shareholders know that this is a Company that will always do the right thing and will never let them down. Our people feel a sense of pride in working for Mahindra.

Corporate governance and values become even more important during periods of rapid growth of the kind we are experiencing today. The more we grow, the more essential it is for each of us to be the embodiment of ethics and good governance. Doing things is important - doing them the right way is even more important.

This Code of Conduct sets out what all of us need to understand and do, to ensure the highest standards of corporate behaviour. Please do study these principles, and more importantly, practise them in word and deed. If each and every one of us see ourselves as a role model for good governance, our Mahindra Group will continue to be rich in the things that money can't buy.

Anand Mahindra
Chairman
Mahindra & Mahindra Limited

On the evening of 16 December 1997, a small group of people gathered in Anand Mahindr's office. Two of them had spent almost a year researching and creating Core Values and a Core Purpose statement; and the next morning, these ideas were to be shared with the senior management of the organisation. They talked and debated but could not come up with a simple and satisfactory way of communicating what these very important ideas meant.

One of the team members went home that evening and spoke to his ten year old granddaughter about his vision. She took out her crayons and got down to work. And this was the picture drawn by that little girl, which Anand Mahindra presented to the top management the next morning. It simply and succinctly captures the meaning of our Core Values and Core Purpose.

House of Mahindra

THE TIMES OF INDIA
8 November 1945

MAHINDRA & MOHAMMED
A significant combination, which represents what might well be termed a co-operative effort to secure for India that industrial development so indispensable to the full realisation of her future dreams.

You have heard of plans, many plans, in this connection. Now comes a positive, concrete and co- ordinated scheme to develop India's resources and raise the standard of living of the masses.

Devised by an Indian businessman after a careful three-year study of American wartime achievements, it has secured the support and ready assistance of a group of businessmen with long experience and a firm faith in their country's destiny.

In their anxiety to further the industrial and agricultural development of this country, the founders of this co - operative organisation believe that they must have the support of those who will benefit most - the general public - and to secure that support it is essential that their aims and objects should be generally acceptable.

Here, then, are the principles which will guide their future activities:

• FIRSTLY, encouragement of private enterprise and the initiative of the individual.
• SECONDLY, belief in the ability of corporate institutions to oppose anti-social trends, such as monopolies and cartels.
• THIRDLY, recognition of the fact that the labourer is worthy of his hire and that in co-operative working lies the dignity of human soil.
• FOURTHLY, confidence in the ultimate success of their ventures and in the capacity and aptitude of the people to give effect to them.
• FIFTHLY, acceptance of the fact that ability is the sole test of merit and advancement and that neither colour, creed nor caste should stand in the way of harmonious working.

What, you will have asked yourself, does MAHINDRA & MOHAMMED propose to do, whom do they represent, and what has all his business moralising got to do with me?

Well, MAHINDRA & MOHAMMED are concerned with what might be termed basic engineering - providing the foots with which to finish the job of India's industrial and agricultural rehabilitation.

That rehabilitation, of course, has a great deal to do with you - for it holds out the promise of a better land for you to live in and a healthier and happier life for you to enjoy.

As to the moralising, it is intended to place on record that MAHINDRA & MOHAMMED, though a business firm, are imbued with a national purpose and a new outlook.

When do they represent? As the name implies, this is a joint venture of Hindus and Muslims. The Chairman is Mr. K. C. Mahindra, who has just returned after three years abroad as Head of the Government of India Supply Mission in America.

Trust is fundamental to everything we do.
Working by the Mahindra philosophy means we must always act with integrity to ensure that we are trusted by our customers, colleagues, business partners, and the communities in which we operate. Our Code of Conduct sets out what we expect from every single person working for and with the Mahindra & Mahindra Limited ('Company' or 'Mahindra'). It also underlines our responsibilities to our people, partners, and shareholders. The Code of Conduct ('Code') helps us make informed decisions and tells us where to go for more information.

The Company philosophy sets out our Core Values in terms of how we work, so we can be admired by our customers, shareholders, the people we work with, and the communities we work within.

What is the Code of Conduct?
The Code of Conduct is our central policy document, outlining the requirements that every single person working for and with the Company must comply with, regardless of location. We may also have additional policies that we need to adhere to which are specific to role or location.

To whom does the Code of Conduct apply?
The Code is for everybody working for or on behalf of the Company. We expect everyone who represents the Company to uphold the same standards and to abide by our Code and policies. In addition, individual business units issue policies that provide more specific guidance about certain business practices. If we need help finding or understanding a policy, or in case we need any clarification or guidance on the Code, we should speak to the Ethics Officer.

What does this mean for us?
The Company expects us to

• Behave in an ethical manner, taking pride in our actions and decisions.
• Comply with the principles and rules in our Code and fulfil our legal and regulatory obligations.
• Seek guidance wherever required if we feel a working practice is not ethical or safe.
• Report non-compliance or breach of our Code immediately.

Prevent Conflicts Of Interest

We are expected to act in the Company's best interests and exercise sound judgement when working on its behalf. This means that business decisions should be made free from any conflict of interest. Even the appearance of a conflict can damage an individual's and/or the Company's reputation. A 'conflict of interest' may occur when our external activities or personal interests, conflict or appear to conflict with our responsibility towards the Company. It could also include situations when we use our position with the Company, or information we have acquired during our employment. in a way that creates a conflict between our personal interests and the interests of the Company. We are expected to disclose all situations relating to conflict of interest voluntarily, as soon as we have knowledge of the same.

Dealings with relatives
If we seek to engage in or enter into any financial or non- financial dealings with a related party [refer glossary 2 for definition]. relative [refer glossary 3 for definition) or a related party of a relative, directly or indirectly, in our capacity as an employee of the Company, we must seek approvals of the potential or actual conflict of interest situation from the Line Manager and ensure that we are in no way directly or indirectly influencing the decisions with respect to such party.

In order to avoid a conflict of interest, the Company, generally, will not allow the hiring of our relatives in the same chain of command or function in which we are working. However, exceptions on hiring relatives of past and present workers of the Company may be considered on a case to case basis. In case a situation arises where we are responsible for the hiring process of our relative, we should distance ourselves from the hiring process and ensure that the decisions pertaining to the process are taken by an independent person.

Employees are not permitted to engage in any vocation, employment, consultancy, training assignment, business transaction or any other activity outside the Company's employment, except as listed below. Directorships or advisory board positions on charitable organisations (certified by Income Tax Authority) or professional industry forums (such as CII, FICCI, SIAM etc.) are permitted. Employees must keep the HR representative pre-informed. Any remuneration is not permitted. Any exceptions will require written pre-approval from the Audit Committee Chairperson.

Delivering lectures

• Employees are permitted to deliver lectures at/write articles for educational institutions or professional forums provided it does not create a conflict of interest with any Company in the Mahindra Group.
• The content [of lecture or article] should not be objectionable or confidential.
• The employee should keep the Line Manager and the HR representative pre-informed, who should note the same in the employee's personnel record. Approval from the Ethics and Governance Committee is required.
• The line manager and the HR representative who are pre- informed by the employee need to ensure that the institution where the lecture is proposed to be given/ publication in which the article will be published are respectable.
• Employees will not be permitted to accept any remuneration in monetary or in non-monetary form.
• In case any remuneration is received in non-monetary form it should be in line with the Company's Policy on Gifts and Entertainment.
• All exceptions will require prior approval from the Ethics and Governance Committee.

Directorship of a Company

• Employees at the level of Senior Vice President and above [other than the Managing Director] be permitted to accept one external Directorship / Advisory Board positions on for profit companies with a final clearance from Mr. Anand G. Mahindra, the Executive Chairman and external directorships /advisory board positions beyond one shall be subject to approval of the Nomination and Remuneration Committee on the recommendation of Mr. Anand G. Mahindra.
• The Managing Director be permitted to accept two Directorships / Advisory board positions on listed public companies outside the Mahindra Group. Further, they be permitted to accept external directorships /advisory board positions in listed public companies beyond two, subject to approval of the Nomination and Remuneration Committee.

The clauses (i] and (ii] will not apply to directorship/advisory board positions on companies with charitable objects Engaging vendors, customers, or any other business partners for personal use

• We should not accept favours of any kind from vendors, customers, or any other business partners of the Company. We should not use Company vendors, customers, or any other business partners for personal use, on terms other than those available to the general public or those established by Company policy, unless we have disclosed the same to the Line Manager. Such disclosure should be accompanied by both the particulars and value of the products or services availed.

Other Appointments

• Employees at the level of Vice President and above are permitted to accept positions on boards of trade bodies connected to the business of the Company, Government/ Semi Government Bodies and educational institutions provided it does not create a conflict of interest with the business of the company, the Employee's responsibility to the Company or reputation of the company The number of positions that can be held by an employee on any of the abovementioned establishments will be at the discretion of the Sector President.

Outside Investments

• An employee or any relative [parents/ spouse / dependent children] should not make or hold an investment directly or indirectly in any unlisted private entity, start-up business entity that competes with, does business with, or is seeking to do business with the Company; or creates a real or potential conflict of interest with the business of the Company, or the employee's responsibility to the Company, or affects the reputation of the Company. No investment should be made directly or indirectly wherein there will be commitment of time on the part of the employee; hence will impact his/her work in the Company.

Anti-Bribery And Corruption

• We follow a zero-tolerance policy for bribery and corruption {refer glossary 4 for definition) or facilitation payment (refer glossary 5 for definition) in any form, whether in government or non-government dealings. We prefer forgoing business opportunities rather than paying bribes. Each one of us should ensure at all times that we follow all the applicable international and local anti-bribery and anti-corruption laws.
• We should encourage anti-bribery and anti-corruption practices amongst everyone working on behalf of the Company. We should not knowingly allow, or ignore signs of someone acting on our behalf, paying or receiving any bribe, kickback or facilitation payment.
• If anybody requests or offers a bribe or kickback. it should be refused and must be immediately reported to the Ethics Officer of the Company.

Involvement In Political Activities

• The Company does not support any specific political party and does not have any political affiliation. Therefore, no contributions should be made, on behalf of the Company, either directly or indirectly, to any political party or for any political purpose without prior approval of the Board of Directors.
• We cannot use our job title or Company affiliation in connection with political activities.
• We should ensure that we do not give an impression of representing or being the spokesperson of the Company while getting associated with any political party or political activities in our personal capacity.
• We should not comment on the political process except in those matters that have a bearing on the operations of the Company. We might engage in policy debate on subjects of legitimate concern to the Company, our staff, and the communities in which we operate in various ways, including lobbying. Since such activities have a bearing on the operations of the Company, it should be done by authorised persons only.
• We shall co-operate with the Government, Chambers of Commerce, and Trade Associations in matters concerning the industry, with a view to promoting, protecting, and enhancing our business interests.

Gifts And Entertainment

We do not permit acceptance or offering of gifts (refer Appendix 1, Glossary 6 for definition) from past, current, or prospective customers, suppliers, distributors, dealers, consultants or fellow employees of the company (except on the occasion of a marriage - from fellow employees; or upon retirement). We may accept an invitation to a meal, entertainment or a sports event which is within the scope of social formality and not excessively extravagant, expensive or frequent. Such invitations should ideally be pre-cleared by the Line Manager (who should ensure that such an invitation meets the above criteria and is unlikely to create a Conflict of Interest). Acceptance of such invitations by an employee (or his or her relatives [defined in Appendix 1, Glossary 3]) or attendance at any such event, should be reported to the Ethics Governance Committee.

The underlying principal under the CoC is 'no gifts'. However practical exceptions, having regard to the nature of the business, the type of markets in which the Company is operating and the occasion, can be considered. It would, however, be unethical and incorrect to accept or offer gift items, where there is an inherent benefit in return, whether intended or not.

Permitted deviations and processes to be followed are being indicated through the Gift Policy of the Mahindra Group, which should be read in conjunction with this clause.

A detailed policy on 'Gifts and entertainment' is listed on the Mahindra intranet.

Kim, a Manager who is involved in selection of 'direct selling agents' was offered a ticket for a cricket match (Market value: INR 40,000) from one of the agents as a gift. Kim refused the gift promptly considering the high market value. The agent persisted with the gift by saying that his brother was entitled to tickets for family and friends free of cost and hence the ticket had not cost him anything. Kim accepted the gift. Is Kim right in doing so?

Kim should not accept the offer as this invitation seems to be excessively expensive. In case he does decide to accept the offer, he should obtain his Line Manager's pre-approval, and report the same on the Gifts reporting tab of the Ethics and Governance Portal.

Kiran, a Procurement manager on official duty is offered a taxi by a supplier, to visit the supplier's office in London as a gesture of hospitality. Will this be considered as 'gift and entertainment'?

No, as per the Code, routine business courtesies offered as a gesture of hospitality may not be considered as 'gift and entertainment'. However, Kiran should ensure that the hospitality does not lead to any obligation or favor. This acceptance of hospitality should be reported on the Ethics and Governance Portal under the Gifts reporting tab or separately using the forms provided in this Code.

James, a supplier relationship manager, has been invited to attend a supplier conference (all expenses paid) in London. Is this acceptable? James wants to extend his stay by 3 days and call his spouse to plan a vacation around London. What should James do?

James can attend the supplier conference. However, he should not allow the supplier to pay for his ticket, hotel accommodation etc. Yes, James can call his spouse and plan a vacation provided all expenses related to the extended stay, for him as well as for his spouse, are borne by him. James' spouse should however not be permitted to participate in the Conference events.

Ensuring Service /Process

Process Quality

Quality is our most valued asset and it remains at the core of our business policy. Our services shall be technologically competitive and whilst fulfilling the needs of our customers, we shall offer the best possible value to the customer. Our services shall comply with all applicable standards and legislations applicable in the country of sale. Our service standards shall be of the highest order. Quality is our most valued asset and it remains at the core of our business policy.

A detailed policy on 'Quality' is listed on the Mahindra intranet.

Responsible Marketing

We compete vigorously and effectively with fairness and honesty of purpose. Honesty is our guiding principle in all our sales, marketing, and advertising pursuits. We ensure that only complete, factual, and truthful statements about the Company and its services are made in all our advertising or marketing campaigns.

Commitment To Our Customers

We must treat our customers ethically, fairly, and in compliance with all applicable laws, and earn our business on the basis of superior products, customer service, and competitive pricing. We do not enter into any kind of unfair or deceptive trade practices to win any deal or customer. Customer complaints and concerns should be attended to the fullest satisfaction of the customer.

A detailed policy on 'Dealings with Dealers and Customers' is listed on the Mahindra intranet.

Commitment To Our Suppliers And Business Associates

• Just as the Company competes fairly, we should make sure that all our decisions are based solely on the ability to add value to the Company's services, or help fulfil the strategic growth plans of the Company.
• Only such persons shall be selected to be our business partners where there is a match in the business partners' Code of conduct of business, Core Values, and other business principles as well as processes, with that of the Company.
• We choose our suppliers based on competitive price, quality, delivery, service, reputation, environmental, and business practices. We also expect our suppliers to support our core labour standards and abide by all applicable local and international laws.
• We treat our suppliers and sub-contractors with fairness and integrity. We respect the terms and conditions of our agreements with suppliers and honour our commitments.

A detailed policy on 'Dealings with Suppliers and Vendors of Products and Services' is listed on the Mahindra intranet

Antitrust And Competition Law

• We seek to compete fairly, ethically, and within the framework of all applicable competition laws. Anti- competitive practices can damage the business and reputation of the Company.
• The competition laws protect competition by prohibiting anti-competitive behaviour. This behaviour may include:
  • Entering into anti-competitive agreements with competitors, including price-fixing, bid-rigging, market allocation and agreements to restrict supply.
  • Exchanging sensitive information (refer glossary 7 for definition) with competitors.
• We should not seek information about competitors using theft, deception, misrepresentation, or any other illegal or unethical means.

Compliance With The Law

• We are expected to conduct business as responsible corporate citizens and follow the applicable legal framework of the country in which we operate in spirit and by letter of the law. All of us are expected to know and understand the legal obligations that apply while executing our duties and responsibilities on the job. Ignorance cannot be an excuse for violation of law. Where any provision of the Code conflicts or is inconsistent with applicable law, the provisions of that law must be complied with and would override this Code.
• We should always ensure that we are conducting business with reputable customers, for legitimate business purposes, with legitimate funds in compliance with anti-money laundering principles. All employees are expected to abide by the Prevention of Money Laundering Act 2002 - refer https://legislative.gov.in/actsofparliamentfromtheyear/prevention-money-laundering-act-2002.
• The Company transfers goods and services across national borders, and hence our business transactions are subject to various trade controls and laws that regulate export and import. We should always comply with these laws. Where there is a conflict between the local and international law, we should always apply the local law.
• Violations of applicable government laws, rules, and regulations may subject us to individual criminal or civil liability. Such individual violations may also subject the Company to civil or criminal liability, or the loss of reputation or business, and both these events may attract disciplinary action by the Company.

1 Books, Records, And Public Disclosures

• We must ensure that the Company's accounting and financial records meet the highest standards of accuracy and completeness. We should record and report all financial and non-financial transactions and information honestly, accurately, and objectively for stakeholders' (refer glossary 8 for definition) perusal.
• The records must be managed securely throughout their life cycle in line with their importance to the Company and in compliance with legal, tax, regulatory, accounting, and business retention requirements.
• If we have a reason to believe that any of the Company's books, records, or disclosures are inaccurate, irregular, or misleading, we should immediately report to the Chief Financial Officer and the Ethics Officer, citing the nature of such an issue.
• Those authorised to make disclosures of the Company's information must ensure that information provided to the public is true, accurate, and complete. No disclosure should be misleading.

Insider Trading And Corporate Confidentiality

• There are provisions governing Insider Trading which include Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Code of Conduct for Prevention of Insider Trading in Securities of the parent company, Mahindra & Mahindra Limited Financial Services Ltd and ultimate group parent company, Mahindra & Mahindra Limited. It is incumbent upon every employee to comply with the same in case the same is applicable to him or her. Any non-compliance thereof should be reported to the Ethics Officer or the Compliance Officer under the Insider Trading Regulations.

Assist In Audit And Investigation

• During our employment with the Company, we may be asked to participate in an audit or internal investigation conducted by the Company's external auditors or other audit agencies. We should cooperate fully and communicate honestly when participating in such efforts.
• We may also receive a request for documents or a request to meet with regulators or lawyers in connection with a legal proceeding or government investigation. If we receive such a request, we should immediately contact the Line Manager and the Company's Legal department for information and guidance.

A detailed policy on 'Insider Trading' is listed on the Mahindra intranet.

Fraud And Misconduct

• Any fraudulent (refer glossary 9 for definition) behaviour, misrepresentation or misconduct is liable to be investigated and the employee(s) concerned is liable to face appropriate disciplinary and/or legal action. Acts of commission or omission which are detrimental to the business of the Company i.e. bribery, fraud, pilferage, theft, unrecorded sales or purchase, partial recording of income, etc. are termed as misconduct.
• We are all responsible for reporting fraud, falsification, and manipulation of data and information.

External Communication

• If we are contacted and requested to discuss Company business with any member of the press, investors, market analysts, or any other outside parties, we should refrain from doing so and instead, refer the request to the designated spokesperson or Managing Director of the Company. For further guidance on such external communications, contact the Group Communications Department or official spokesperson of the Company or Managing Director.
• Our communication about our competitors and their products should be correct and accurate and should in no way be influenced by rumours.
• Similarly, when using social media, we should not speak on behalf of the Company. We should always:
  • State that the materials and opinions that we are posting are our personal views and not those of the Company;
  • Take adequate precaution to ensure that we are not disclosing any confidential information about the Company; and
  • Refrain from using any Company or third-party logos or trademarks without express permission of the Ethics Officer.

Investor Relations

• The Company recognises the rights of its investors to information and it shall always be sensitive to this need. The relevant information will be speedily disseminated and shall be as informative as it is required to be, subject to considerations of confidentiality and applicable legislation. We should respect the rights of investors to express their views during investor meets, including General Meetings of the Company, on matters forming part of the agenda and on the performance of the Company. We should respond to their observations and queries to the best extent possible.
• No information shall be made available on a selective basis to specified groups of investors in a manner that places them at an advantage over other groups of investors. We shall always respond speedily and with courtesy to the Company's investors on matters relating to securities held by them in the Company. Any concern or violation should be reported to the Ethics Officer immediately.

A detailed policy on 'Group Communications'. is listed on the Mahindra intranet.

Detailed policies on 'Investor Relations' and 'Investor Grievances' are listed on the Mahindra intranet.

Equal Employment Opportunity And Respecting Diversity And human Rights

• We take pride in saying that we provide equal opportunity and inclusion for all employees through our employment policies and practices. We recognise that a mix of backgrounds, opinions, and talents enriches the organisation and helps us achieve success.
• We celebrate the importance of diversity in our workplaces and hence, we strive to be as diverse as the customers we serve.
• We recognise the importance of maintaining and promoting fundamental human rights in all our operations. We provide fair and equitable wages, benefits, and other conditions of employment.
• We respect employees' right to freedom of speech and provide safe and humane working conditions.
• We strictly prohibit forced labour and child labour.
• We respect the individual and create a culture of trust and respect that promotes a positive work environment.
• We never discriminate or treat employees or job applicants unfairly and are committed to provide equal opportunity in employment. No decisions should be made on the basis of gender, race, colour, nationality, ancestry, religion, physical or mental disability, medical condition, sexual orientation, or marital status.

Detailed policies on Employee Relations', 'Human Resources', and 'Human Rights in Economic Decision - Making Process' are listed on the Mahindra intranet.

Conduct At The Workplace

• We should ensure that our behaviour with our fellow colleagues does not give an unprofessional
• impression about us at the workplace. Touching others inappropriately or in a way that can be regarded as vulgar should be avoided. We should always be humble, courteous, and behave in a decent and professional way.
• We are expected to be properly groomed and neatly dressed while at work, both when inside or outside the office premises.
• The Company does not encourage insinuations, half-truths, rumours and gossip, all of which attack the self-respect of the individual and/or attempt to divide the employees into groups.
• These rules of Conduct at the workplace are equally applicable in a Work from Home (WFH) scenario

Freedom From Harassment

• “Harassment” is behaviour that creates an offensive, intimidating, humiliating, or hostile work environment. Harassment may be physical or verbal, and may be done in person or by other means (such as harassing messages or emails). Examples of such harassment include unwelcome sexual advances or remarks, offensive jokes and disparaging comments, sexually explicit graphics, pictures, videos, animation, etc. It is important to remember that harassment, sexual or otherwise, is determined by our actions and how they impact others, regardless of our intentions.
• The Company sets a standard of 'zero tolerance' for harassment. We are all responsible for ensuring that we avoid actions or behaviour that are, or could be, viewed as harassment.
• We view all incidents of 'sexual harassment' very seriously and encourage each employee to report any incidents of sexual harassment to the Internal Complaints Committee. The Company management may initiate strict disciplinary action against any employee found guilty of any kind of sexual harassment.

A detailed policy on 'Sexual Harassment' is listed on the Mahindra intranet.

Ensuring Health And Safety

• We value each individual as an important asset of the organisation and are committed to high standards of safety and protection.
• Each one of us has the responsibility to follow the Company's safety and security procedures, as well as applicable laws and regulations at all times. We should intervene and report immediately, if health and safety is compromised.
• We own and operate facilities with the necessary permits, approvals, and controls that are designed to protect health, safety, and the environment. Our contractors and other third parties are expected to commit to the same levels of health and safety protection.

Drugs And Alcohol

• We are not permitted to use, possess, sell, transfer, manufacture, distribute, or be under the influence of illegal drugs or alcohol on Company workplace premises, while at work during working or non-working hours. In addition, we should not report to work while under the influence of, or impaired by, alcohol or illegal drugs or substances. Alcohol use at Company sponsored official lunch/dinner events with business partners is allowed only with the approval of the Line Manager.

A detailed policy on 'Safety and Occupational Health' is listed on the Mahindra intranet

Adhering To Anti-violence Guidelines

• With respect to the Company's commitment to providing a safe work environment, we never engage in or tolerate any form of violence or bullying irrespective of the designation of the employee involved. We want to foster the kind of environment where people feel safe and are treated with respect and professionalism at all times.
• We are prohibited from engaging in any act on Company premises that could cause another individual to feel threatened or unsafe. This includes verbal assaults, threats, or any expression of hostility, intimidation, aggression, or ragging. We are also prohibited from possessing weapons at our workplace.

Protection And Responsible Use Of Corporate Assets And Information Technology

• Everyone at the Company is personally responsible for safeguarding, securing, and protecting the Company's assets and information technology from theft, destruction, misappropriation, wastage and abuse. Our assets include property, time, proprietary information, corporate opportunities, Company funds, and Company equipment.
• Company assets must be used only for business purposes and to advance our strategic objectives. We are allowed occasional personal use of Company assets and information technology, as long as it does not compromise Company's interests, adversely affect our job performance or result in undue abuse of the Company's resources.

Detailed policies on 'E-Business Security', Intranet', and 'Internet Usage' are listed on the Mahindra intranet

Protect Confidential Information Of The Company, Its Employees, And Its Business Associates

• During the course of work, we may have access to confidential information about the Company. 'Confidential Information' is generally non-public and/or personally identifiable information (refer glossary 10 for definition) that employees may be aware of as a result of their position with the Company and that might be of use to competitors or harmful to the Company if disclosed. Common examples include:
  • Customer lists
  • Financial or non-financial information known as a result of one's position with the Company
  • Terms, discount rates, or fees offered to particular customers or suppliers
  • Marketing or strategic plans
  • Trade secrets, including manufacturing and marketing processes and techniques
  • Software, risk models, tools, and other systems or technology developments
  • Names, contact addresses, email addresses, government IDs, credit cards, bank account details, photos, videos, or any combination of that information belonging to customers, vendors, and/or employees.
• We should disclose confidential information only to:
  • Fellow Company employees or third parties who have a legitimate clearance, on a 'need-to-know basis'
  • Those who have a clear duty or obligation to keep the information confidential
  • Those who have a legal obligation to disclose this information as required.

Intellectual Property And Trademarks

• We must respect the intellectual property (IP) (refer glossary 11 for definition) belonging to third parties, and may never knowingly infringe upon the IP rights of others.
• We should be cautious when preparing advertising or promotional materials, using the name or printed
• materials of any other Company. When using a licensed software, only a software which is adequately licensed by the publisher should be used on Company computers or to perform Company work.

A detailed policy on 'Trade Marks' is listed on the Mahindra intranet.

Issuance Of And Amendments To Our Code

• The Board of Directors of the Company has set up the Ethics and Governance Committee (EGC) reporting to the Board of Directors, which will oversee the implementation of the Code, policies, and their compliance. It is also the responsibility of the EGC to review the and suggest such amendments as it considers necessary, to be relevant in changing circumstances.
• In case of any clarification, consultation, or any discussion required on any matters relating to the Code, we are encouraged to approach the Ethics Officer for the same.

Investigation Of Reported Code Violations

The Company takes all reports of potential violations seriously and is committed to confidentiality and a full investigation of all allegations by designated teams.

We are obliged to co-operate in internal investigations and failure to do so may result in disciplinary actions.

The Company strives to:

• Protect confidentiality of individuals involved, to the extent practical;
• Inform the employee of accusations reported against him/her at a time when such a disclosure will not jeopardise the investigation, typically when the information is complete and clarification need to be sought from employee; efficacy of these policies and suggest amendments to make them relevant to changing times. The EGC is responsible for monitoring compliances with the provisions of this Code. Systems and policies should be clear and transparent, and shall be documented in manuals that serve as a valuable tool for learning and governance. The Ethics and Governance Committee shall review the provisions of the Code from time to time
• Where permissible, allow employees to review and rectify the information reported.

Obligations Of Line Managers And Others Receiving Reports Of Potential Code Violations

Line Managers and others who receive reports of potential Code violations play a very important role in upholding the Code. Our Company encourages us to talk to the Line Managers about our concerns. Line Managers and members should:

• Make sure that they comprehend the Code, and ensure their behaviour is consistent with the Code
• Let team members know that they are available to discuss and support them in their concerns
• Act to stop violations of the Code or the law by any team member
• Raise all concerns to the appropriate level and function
• Never let team members feel that their concerns are being ignored
• Ensure that no retaliation occurs against someone for reporting a suspected violation of the Code.

Reporting Violations

The Board of Directors of the Company, the Audit Committee and the Ethics and Governance Committee will be responsible for ensuring that these principles are properly communicated and understood by all to whom these are addressed. The Company promotes open and honest communication. If we become aware of a breach or potential breach of our Code or of other legal requirements, we must report, whether it relates to us, our manager, or anybody else.

• We should seek guidance from the Ethics Officer for any matter relating to the Code. Any violation of the Code should be reported either to the Ethics Officer, Human Resource Representative of the function, Line Manager of the function or Board of Directors as laid down in the Approval Matrix as appended on page number 22 of this Code. In addition to the above, a detailed Whistle Blower Policy is available on the intranet and may be invoked if required. Some examples of these issues include:
  • Accounting or auditing irregularities or misrepresentations
  • Fraud, theft, bribery, and other corrupt business practices
  • Antitrust or insider trading violations
  • Significant environmental, safety, or product quality issues
  • Illegal discrimination or harassment
  • Actual or potential conflicts of interest
  • Guidance on any national, regional, tribal, state or municipal legal requirements that apply to the Company or to our job

Disciplinary Action

• To maintain the highest standards of integrity, we must dedicate ourselves to comply with the Code, Company policies and procedures, as well as applicable laws and regulations. Individuals who fail to do so will be subject to disciplinary action.
• The disciplinary action will be decided depending upon the facts of the case and may include penalties, suspension, or even termination of employment. In addition, if deemed necessary by the management, appropriate regulatory authorities will be informed and involved as required and criminal or civil legal action may be initiated.

Signature And Acknowledgement

All new and existing employees must sign an acknowledgement form on a periodic basis, confirming that they have read the Code and agree to abide by its provisions. Failure to read the Code or sign the acknowledgement form does not excuse an employee from compliance with the Code.

Waivers

Waiver of any provision of this Code, for officers of the Company, must be approved by the Ethics Officer.

Non-retaliation

The Company does not tolerate any form of retaliation against any person who reports a suspected violation in good faith. In addition, no one who participates or cooperates honestly and completely in our Company’s investigation will be subjected to retaliation for doing so. Anyone who retaliates against a person for making a good faith report or for participating in the investigation of a report, as described above, will be subject to disciplinary action.

A detailed 'Whistle-Blower Policy' is listed on the Mahindra intranet.

Appendix 1. Glossary

1. Who is a ‘Line Manager’?

   Line Manager’ means an employee’s reporting manager/ supervisor who is at the level of at least a Vice President of the function or above. For employees who are at the level of Vice President or above, their immediate reporting manager will be considered as the ‘Line Manager’ for this purpose.

2. Who is considered to be a ‘related party’ under the Code?

   Parties are considered to be related if at any time one party has the ability to control the other party or exercise significant influence over the other party in making financial and/or operating decisions. ‘Control’ means:

   • Ownership, directly or indirectly, of more than one half of the voting power of an enterprise, or
   • Control of the composition of the Board of Directors in the case of a Company, or of the composition of the corresponding governing body in case of any other enterprise, or
   • Holder of substantial interest in voting power and the power to direct, by statute or agreement, the financial and/or operating policies of the enterprise.

   ‘Significant influence’ means: Participation in the financial and/or operating policy decisions of an enterprise, but not control of those policies.

3. Who is considered to be a ‘relative’ under the Code?

   ‘Relative’, in general will mean individual, Company, associate, or firm with whom we, either directly or indirectly, may have a relation or interest, which can influence or even appear to influence our decisions made on behalf of the Company. With reference to any person, it means anyone who is related to another, if:

   They are members of a Hindu Undivided Family.

   They are husband and wife; or

   One person is related to the other in such manner as under:

   • Father (includes step-father)
   • Mother (includes step-mother)
   • Son (includes step-son)
   • Son’s wife
   • daughter-in-law
   • Daughter (includes step-daughter)
   • Daughter’s husband
   • son-in-law
   • Brother (includes step-brother)
   • Sister (includes step-sister)
   • Any person deriving >50% of their subsistence from the Company’s employee

    

4. What does ‘bribery’ and ‘corruption’ mean?

   A ‘bribe’ is anything of value, including money, gifts and entertainment, other business courtesies, hospitality, or personal gratification given, offered, or received in an attempt to influence a person’s behaviour, in order to obtain or retain business, or to secure an unfair benefit or advantage. ‘Corruption’ is dishonest behaviour by those in positions of power, such as managers or Government Officials. Corruption can include giving or accepting bribes or inappropriate gifts, under-the-table, diverting funds, laundering money, and defrauding investors.

5. What are ‘facilitation payments’ and ‘kickbacks’?

   Facilitation payments are small expediting or ‘grease’ payments made to Government Officials to facilitate or expedite the performance of a routine, non-discretionary governmental action that a Government Official is already obligated to perform, such as issuing certain permits, licenses, visas and mail. Facilitation payments do not include any decision by a Government Official to award new business or to continue business with a Company. A kickback is a form of negotiated bribery in which a commission is paid to the bribe-taker as a Quid Pro Quo for services rendered. Generally speaking, the remuneration (money, goods, or services handed over) is negotiated ahead of time. The kickback varies from other kinds of bribes in that there is implied collusion between agents of the two parties, rather than one party extorting the bribe from the other. The purpose of kickback is usually to encourage the other party to cooperate in the illegal scheme.

6. What does ‘gifts and entertainment’ mean?

   ‘Gifts and entertainment’ include anything of monetary value offered/received by an individual either directly or indirectly for the purpose of expressing gratitude. Gift includes cash and non-cash items, some examples of which are: artwork, watches, jewellery, equipment, services, prizes, gift vouchers, donations to charities, use of vacation facilities, stocks or other securities, home improvements, tickets/invitation to sports, cultural or any other event. However, this does not include reasonable expenditure incurred on account of routine business courtesies offered to or received by any business partner as a customary trade practice (e.g. providing transportation, meals, accommodation, etc.).

7. What is ‘sensitive information’?

   ‘Sensitive information’ can include legal agreements, technical specifications, or any other information which is unlikely to be publicly known and may have commercial value.

8. Who is included in the term ‘stakeholder’?

   ‘Stakeholder’ includes: Shareholders, bankers, dealers, media, government, business partners, competitors, approving agencies, service centres, society, outsourcers, auto analysts, legal advisors, professionals, consultants, auditors, courts, analyst, and rating agencies.

9. What is ‘fraud’?

   Fraud’ in relation to affairs of a Company or any body corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the Company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss. ‘Wrongful gain’ means the gain by unlawful means of property to which the person gaining is not legally entitled. ‘Wrongful loss’ means the loss by unlawful means of property to which the person losing is legally entitled.

10. What is personally identifiable information (“PII”)?

    PII is defined as any information that identifies an individual such as name, physical address, email address, government IDs, credit cards or bank account details, photo, video, or any combination of that information that might identify an individual.

11. What is ‘intellectual property’?

    ‘Intellectual property’ includes any Company owned information like: patented inventions, designs, copyright materials, trademarks and service marks, trade secrets and know- how, sales, marketing and other corporate databases, marketing strategies and plans, research and technical data, business ideas, processes, proposals or strategies, new product and/or package design, and development software bought or developed by the Company, or information used in trading activities including pricing, marketing, and customer strategies.

Appendix 2. Disclosure And Approval Matrix

* Note1: Refer appendix 5 for disclosure and approval format for any of the above clauses of the Code.
* Note2: Any of the above-mentioned approvals granted by any Line Manager or Human Resource representative should be reported to the Ethics Officer on a quarterly basis

Appendix 3. Our Code At A glance

Appendix 4. List Of Existing Policies Related To Governance Available On The Mahindra Intranet For Reference

Maintaining ethical business standards

• Policy on Corporate Representation in Trade and Industry Fora

Commitment to business associates, suppliers, customers, and environment

• Policy on Quality
• Policy on Dealings with Dealers and Customers
• Policy on Dealings with Suppliers and Vendors of Products and Services
• Policy on Environment and Pollution

Commitment to stakeholders

• Policy on Insider Trading
• Policy on Group Communications
• Policy on Investor Relations
• Policy on Investor Grievances

Behaviour at the workplace

• Policy on Employee Relations
• Policy on Human Resources
• Policy on Human Rights in Economic Decision-Making Process
• Policy on Sexual Harassment
• Policy on Safety and Occupational Health

Protection of assets and information management

• Policy on E-Business Security
• Policy on Intranet
• Policy on Internet Usage
• Policy on Trade-Marks

Administering our code and reporting violations

• Whistle-Blower Policy

Appendix 5. Disclosure And Approval Format

Appendix 6. Approval Granted And/Or Disclosure Received Format

Attach additional pages if necessary.

Each Line Manager is supposed to attach each individual approval/disclosure form to a consolidated list to be prepared on a quarterly basis to be filed with the Ethics Officer.