MAHINDRA & MAHINDRA LIMITED 19 Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 7 of the Notice. Mr. Bhanoo is not related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval of the Members. ITEM NO. 8: 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 the appointment of Mr. Ranjan Pant (DIN: 00005410) as an Additional Director (Non-Executive and Non-Independent) of the Company 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 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. Pant, 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/chairmanships 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. Ranjan Pant has completed 64 years of age. Mr. Ranjan Pant is a CEO Advisor and consultant specializing in global strategy and change management. With a tenure spanning over three decades, he has leveraged his expertise across diverse industries and international conglomerates. Education: Mr. Pant has completed his Bachelor of Mechanical Engineering (Honours) from BITS, Pilani and MBA in Finance from The Wharton School, University of Pennsylvania. Career Highlights: Mr. Ranjan Pant has spearheaded the energy and utilities practice and provided Strategic Advisory Services at Bain & Co., Management Consultants. He held the position of Director of internal consulting, focusing on Operational Excellence and Mergers & Acquisitions in General Electric Company. Key Areas of Expertise: • Strategic Planning: Portfolio strategy, pricing-based valuation and capital investment timing. • Operational Management: Post-merger integrations, enhancing manufacturing productivity and accelerating new product introductions. • Corporate Governance: Orchestrating corporate venture capital initiatives and managing conglomerate corporate center roles. • Human Resources Strategy: Senior Leadership Transitions and CEO Compensation Strategies. • Technology and Innovation: Platform Business Models and Artificial Intelligence Product Development. Academic and Institutional Engagements: • IIM Indore: Board of Governors and Chairman of the Personnel Committee. • Mahindra University, Hyderabad: Governing Body. • K C Mahindra Education Trust: Jury Panel Member for Postgraduate Scholarships. Directorships: Mr. Ranjan Pant has contributed as a Board Director and Committee Member in leading corporations, including HDFC Life Insurance Company Limited, DSP Blackrock Investments Private Limited and Schneider Electric Infrastructure Limited. Mr. Ranjan Pant is an Independent Director and Chairman of Schneider Electric President Systems Limited, Non-Executive and Non-Independent Director of Mahindra Accelo Limited, Mahindra Auto Steel Private Limited and a Director of Point RP Consulting Private Limited (OPC). Committee positions: Sr. No. Name of the Company Name of the Committee(s) Position Held 1. Mahindra Accelo Limited Nomination & Remuneration Committee Chairman 2. Schneider Electric President Systems Limited Audit Committee Chairman Stakeholders Relationship Committee Chairman Risk Management Committee Chairman Nomination and Remuneration Committee Member 3. Mahindra & Mahindra Limited Strategic Investment Committee Member (appointed w.e.f. 17th May, 2024) Risk Management Committee Member (appointed w.e.f. 8th August, 2024) Resignation as a Director from Listed Entities in the past three years: Mr. Ranjan Pant’s tenure as a Director of Schneider Electric Infrastructure Limited ended on 21st May, 2022. Mr. Pant 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. Pant has been appointed as a Director with effect from 17th May, 2024. Remuneration: Mr. Ranjan Pant 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.
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