MAHINDRA & MAHINDRA LIMITED 2 FURTHER RESOLVED that where in any financial year during the period from 1st April, 2024 upto 11th November, 2026, the Company has no profits or its profits are inadequate, the Company may pay the above remuneration to Mr. Anand G. Mahindra, Non-Executive Chairman of the Company as the minimum remuneration, subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that pursuant to the provisions of Regulation 17(6)(ca) of the Listing Regulations, approval of the Company be accorded for payment of the above remuneration to Mr. Anand G. Mahindra (DIN: 00004695), Non-Executive Chairman of the Company for the Financial Year 2024-25, being an amount exceeding fifty percent of the total annual remuneration payable to all the Non‑Executive Directors of the Company for the Financial Year 2024-25. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.” 7. Appointment of Mr. Sat Pal Bhanoo as a Non-Executive Non-Independent Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of section 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re‑enactment(s) thereof for the time being in force], Mr. Sat Pal Bhanoo (DIN: 10482731), who was appointed by the Board of Directors as an Additional Director (Non-Executive Non‑Independent) representing Life Insurance Corporation of India on the Board of Directors of the Company, with effect from 17th May, 2024 under section 161 of the Act and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.” 8. Appointment of Mr. Ranjan Pant as a Non-Executive Non-Independent Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of section 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Ranjan Pant (DIN: 00005410), who was appointed by the Board of Directors as an Additional Director (Non-Executive Non-Independent) of the Company, with effect from 17th May, 2024 under section 161 of the Act and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.” 9. Appointment of Ms. Padmasree Warrior as an Independent Director To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Ms. Padmasree Warrior (DIN: 10387032), who was appointed as an Additional Director (Independent and Non-Executive) of the Company, with effect from 17th May, 2024 under section 161 of the Act and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting of the Company, and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act, proposing her candidature for the office of Director of the Company, being so eligible, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 17th May, 2024 to 16th May, 2029 (both days inclusive).” 10. Re-appointment of Mr. Haigreve Khaitan as an Independent Director To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Haigreve Khaitan (DIN: 00005290), who was appointed as an Independent Director of the Company at the 73rd Annual General Meeting of the Company held on 7th August, 2019 and who holds office of Independent Director up to 7th August, 2024 and who is eligible for being re-appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director, be re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years commencing from 8th August, 2024 to 7th August, 2029 (both days inclusive).”
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