MAHINDRA & MAHINDRA LIMITED 18 ITEM NO. 7: Proposal: The Board of Directors of the Company at its Meeting held on 14th February, 2024, pursuant to the recommendation of the Governance, Nomination and Remuneration Committee (“GNRC”) has approved appointment of Mr. Sat Pal Bhanoo (DIN: 10482731) as an Additional Director (Non-Executive and Non-Independent) of the Company representing Life Insurance Corporation of India with effect from 17th May, 2024 to hold office up to the date of the next Annual General Meeting of the Company pursuant to section 161 of the Companies Act, 2013 (“the Act”), and thereafter, subject to the approval of the Members of the Company, as a Non-Executive and Non-Independent Director of the Company, liable to retire by rotation. 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. Brief resume of Mr. Bhanoo, age, qualification, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, names of listed entities and other companies in which he holds directorships and memberships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to his resignation from listed entities in the past three years, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein and are also provided in the Corporate Governance Report forming part of the Annual Report. Profile: Mr. Sat Pal Bhanoo has completed 58 years of age. Mr. Bhanoo has taken charge as Managing Director of Life Insurance Corporation of India (“LIC”) on 20th July, 2023. He joined the Corporation as Special Batch Direct Recruit Officer in October, 1988. He holds a Bachelor’s Degree in History (Honors) from Himachal Pradesh University, Shimla. He has a varied and rich marketing experience. He served the Corporation in various roles as Zonal Manager (Central Zone), Additional Director, Zonal Training Centre (Bhopal), Regional Manager (P&IR), North Zone (Delhi). He was In-charge of Bangalore – I and Shimla Divisions steering the Corporation through a challenging climate and leading to consistent growth of business under dynamic market conditions. Wherever he has been posted, he fostered a culture of human resource development and empowerment, resulting in a highly motivated and skilled workforce, committed to the Corporation’s mission and values. As Chief (Marketing-SBA), he looked after the Marketing portfolio of Senior Business Associates & Life Insurance Corporation Associates as well, with a focus on revolutionizing marketing activities and empowering them. He likes to meet people and often motivates them by sharing his experiences. Directorships: Mr. Sat Pal Bhanoo is the Managing Director of Life Insurance Corporation of India (LIC) and also serves as a Director on the Board of Life Insurance Corporation (LIC) of Bangladesh Limited. Committee positions: Sr. No. Name of the Company/Entity Name of the Committee(s) Position held 1. Life Insurance Corporation of India Executive Committee Member Investment Committee Member Audit Committee Special Invitee Policyholders Protection Committee Member Building Advisory Committee Member 2. National Insurance Academy, Pune Academic Council Member Governing Board Member 3. Insurance Institute of India Council Member 4. Mahindra & Mahindra Limited Strategic Investment Committee Member (appointed w.e.f. 17th May, 2024) Resignation as a Director from Listed Entities in the past three years: Mr. Bhanoo has not resigned as a Director from any listed entity in the past three years. Attendance at Board Meetings during 1st April, 2023 to 31st March, 2024: Not Applicable since Mr. Bhanoo has been appointed as a Director with effect from 17th May, 2024. Remuneration: Mr. Sat Pal Bhanoo would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committee(s) thereof. In addition, he would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company. The sitting fees and commission will be payable to Life Insurance Corporation of India. Other information: Mr. Bhanoo does not hold any Ordinary (Equity) Shares in the Company. The GNRC has identified certain skills and capabilities required by the Directors of the Company. The skill sets possessed by Mr. Bhanoo are aligned to those identified by GNRC and complete details of the same are provided in the Corporate Governance Section of the Annual Report of the Company for the financial year ended 31st March, 2024. Mr. Bhanoo is not disqualified from being appointed as Director in terms of section 164 of the Act and has given his consent to act as a Director. He 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. The Board is of the view that Mr. Sat Pal Bhanoo’s knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, recommends his appointment to the Members. The Articles of Association of the Company are available for inspection by the Members in electronic form as per the instructions provided in the Note No. 8 of this Notice. Save and except Mr. Bhanoo, 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
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