MAHINDRA & MAHINDRA LIMITED 3 11. Re-appointment of Ms. Shikha Sharma 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. Shikha Sharma (DIN: 00043265), 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 her 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).” 12. Re-appointment of Dr. Anish Shah as Managing Director and Chief Executive Officer of the Company designated as “Group CEO and Managing Director” with effect from 1st April, 2025 to 31st March, 2030 To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the re-appointment of Dr. Anish Shah (DIN: 02719429) as the Managing Director and Chief Executive Officer of the Company designated as “Group CEO and Managing Director” with effect from 1st April, 2025 to 31st March, 2030 (both days inclusive), liable to retire by rotation, on a basic salary in the scale of Rs. 36,00,000 to Rs. 1,00,00,000 per month. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to revise the basic salary payable to Dr. Anish Shah, Managing Director and Chief Executive Officer of the Company (hereinafter referred to as the appointee) within the above-mentioned scale of salary. FURTHER RESOLVED that in addition to the basic salary, the perquisites (including benefits and allowances) payable or allowable and performance pay, to the appointee be as follows: Perquisites: 1. In addition to the basic salary, the appointee shall also be entitled to Perquisites not exceeding 200% of the Annual Basic Salary which would include accommodation (furnished or otherwise including interest on housing deposit and rent) or house rent allowance in lieu thereof, soft furnishings, retention bonus, medical reimbursement, domiciliary expenses at actuals to cover self, spouse and children below the age of 25 years and leave travel concession for self and family, club subscription, use of Company cars (amount of car Lease, Fuel & Maintenance, Driver Reimbursement), education subsidy, Employer and Employee contribution to National Pension System, medical and personal accident insurance, subsidy for Parents’ Medical Insurance, Group Term Insurance and Club Mahindra/Holiday Home Facility and such other allowances, benefits, amenities and facilities, including those under the Company’s Special Post Retirement Benefits Scheme, as amended from time to time, in accordance with the Rules of the Company. The value of the perquisites would be evaluated as per Income Tax Rules, 1962 wherever applicable and at cost in the absence of any such Rule. 2. In addition to the above, the appointee during his tenure of re-appointment shall be entitled to ESOPs in accordance with the Company’s ESOPs Scheme(s) as may be approved by the Governance, Nomination and Remuneration Committee (“GNRC”) from time to time, not exceeding 0.1% of the total number of equity shares in the paid-up share capital of the Company during his tenure of re-appointment. 3. Contribution to Provident Fund, Superannuation Fund, National Pension System, Gratuity as per rules of the Fund/ Scheme in force from time to time would not be included in the computation of ceiling on remuneration to the extent these either singly or put together are not taxable under the Income Tax Act, 1961. 4. Encashment of earned leave at the end of the tenure as per Rules of the Company shall not be included in the computation of ceiling on remuneration. Performance Pay: In addition to the salary, perquisites and ESOPs as mentioned above, the appointee would be entitled to Performance Pay based on the performance of the appointee and the Company not exceeding 235% of the Annual Basic Salary. Provided that any revision(s) in the remuneration, will be decided by the Board based on the recommendations of the GNRC and the recommendation of GNRC will be based on Company performance and individual performance. Provided that the remuneration payable to the appointee (including the salary, perquisites, ESOPs, performance pay) does not exceed the limits laid down in section 197 and computed in the manner laid down in section 198 of the Act, including any statutory modifications or re-enactment thereof. FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may pay to the appointee, the above remuneration as the minimum remuneration by way of salary, perquisites, other allowances, benefits and Performance Pay as specified above, for a period not exceeding 3 (three) years or such other period as may be statutorily permitted, subject to receipt of the requisite approvals, if any. 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
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