MAHINDRA & MAHINDRA LIMITED 17 Committee positions: Sr. No. Name of the Company Name of the Committee(s) Position held 1. Mahindra & Mahindra Limited Strategic Investment Committee Chairman Sale of Assets Committee Chairman Corporate Social Responsibility Committee Member Stakeholders’ Relationship Committee Member Resignation as a Director from Listed Entities in the past three years: Mr. Mahindra has not resigned as a Director from any listed entity in the past three years. Attendance at Board Meetings: During the year 1st April, 2023 to 31st March, 2024, 9 Board Meetings of the Company were held, and Mr. Mahindra had attended all the Meetings. The additional information as required under Schedule V to the Companies Act, 2013, had been provided in the explanatory statement to Resolution No. 10 of the Notice of the 75th AGM and shall remain same, except to the extent being updated and as provided below: I. General Information: (i) Financial performance based on given indicators – as per audited financial results for the year ended 31st March, 2024: Particulars Rs. in crores Gross Turnover & Income 1,03,157.85 Net Profit as per Statement of Profit & Loss (After Tax) 10,717.80 Computation of Net Profit in accordance with Section 198 of the Companies Act, 2013 12,352.39 Net Worth 51,812.06 II. Information about the appointee: (i) Past remuneration during the financial year ended 31st March, 2024: Rs. 515 lakhs (including sitting fees of Rs. 15 lakhs) (ii) Remuneration proposed: The remuneration proposed to be paid to Mr. Anand G. Mahindra, Non-Executive Chairman for a period from 1st April, 2024 upto 11th November, 2026 is given below: Total Remuneration of Rs. 5,50,00,000 per annum split as under: (a) Remuneration of Rs. 2,75,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,75,00,000 per annum Except for the revision in the Total Remuneration amount, all other terms and conditions of remuneration, as approved earlier by the Members at the 75th AGM remain unchanged and continue to be effective. Mr. Mahindra, being the promoter, is not entitled to any stock options of the Company. (iii) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Taking into consideration the size of the Company, the profile of Mr. Anand Mahindra, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid to the Non-Executive Chairman is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. (iv) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Besides the remuneration proposed to be paid to him, Mr. Anand Mahindra does not have any other pecuniary relationship with the Company or relationship with the managerial personnel. III. Other Information: (i) Reasons of loss or inadequate profits: Not applicable, as the Company has posted a net profit after tax of Rs. 10,717.80 crores during the year ended 31st March, 2024. (ii) Steps taken or proposed to be taken for improvement and (iii) Expected increase in productivity and profits in measurable terms: Not applicable as the Company has adequate profits. IV. Disclosures: The information and disclosures of the remuneration package of all Directors have been mentioned in the Annual Report in the Corporate Governance Report Section under the Heading “Remuneration to Directors”. The conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act are not applicable to a Non-Executive Director. The Board is of the view that Mr. Anand G. Mahindra’s knowledge and experience will continue to be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, recommends his revised remuneration as a Non-Executive Chairman of the Company for a period from 1st April, 2024 to 11th November, 2026 to the Members for approval. Other information: Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in the Company. Mr. Mahindra is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. Save and except Mr. Mahindra, and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (“KMP“) of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 6 of the Notice. Mr. Mahindra is not inter-se related to any other Director / KMP of the Company. The Board recommends the Special Resolution set out at Item No. 6 of the Notice for approval of the Members.
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