MAHINDRA & MAHINDRA LIMITED 21 Directorships: Ms. Padmasree Warrior served as a Director on the Board of Microsoft Inc. from 2015-2023 and currently serves as a Director on the Board of Spotify Technology SA. and as Director and CEO of Fable Group Inc. Committee positions: Sr. No. Name of the Company/Entity Name of the Committee(s) Position Held 1. Spotify Technology SA Audit Committee Member 2. Mahindra & Mahindra Limited Strategic Investment Committee Member (with effect from 17th May, 2024) Corporate Social Responsibility Committee Resignation as a Director from Listed Entities in the past three years: Ms. Padmasree Warrior left the Board of Directors of Microsoft Inc. with effect from 7th December, 2023 after deciding not to seek re-election. Ms. Warrior 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 Ms. Warrior has been appointed as a Director with effect from 17th May, 2024. Remuneration: Ms. Warrior would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, she 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. Other information: Ms. Warrior 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 Ms. Warrior 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. Ms. Padmasree Warrior is not disqualified from being appointed as Director in terms of section 164 of the Act and has given her consent to act as a Director. The Company has received declarations from Ms. Padmasree Warrior stating that she meets the criteria of independence as prescribed under sub-section (6) of section 149 of the Act and Listing Regulations. Ms. Warrior 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. In the opinion of the Board, Ms. Padamsree Warrior, fulfils the conditions for appointment as Independent Director as specified in the Act and the Listing Regulations and is independent of the management. The Board is of the view that Ms. Padmasree Warrior’s knowledge and experience will be of immense benefit and value to the Company and, therefore, recommends her appointment to the Members. A copy of the draft letter of appointment of Ms. Padmasree Warrior setting out terms and conditions of appointment is available for inspection by the Members in electronic form as per the instructions provided in Note No. 8 of this Notice. 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 Ms. Warrior, and her 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. 9 of the Notice. Ms. Warrior is not related to any other Director / KMP of the Company. The Board recommends the Special Resolution set out at Item No. 9 of the Notice for approval of the Members. ITEM NOS. 10 & 11 Proposal: Mr. Haigreve Khaitan (DIN: 00005290) and Ms. Shikha Sharma (DIN: 00043265) were appointed as Independent Directors on the Board of your Company pursuant to the provisions of section 149 of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), by the Shareholders at the 73rd Annual General Meeting of the Company held on 8th August, 2019. They hold office as Independent Directors of the Company upto 7th August, 2024 (“first term”) in line with section 149(10) and (11) of the Act. The Governance, Nomination and Remuneration Committee (“GNRC”) at its Meeting held on 15th May, 2024 on the basis of performance evaluation of Independent Directors and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by Mr. Haigreve Khaitan and Ms. Shikha Sharma during their tenure, has recommended to the Board that their continued association as Independent Directors of the Company would be beneficial to the Company. The performance evaluation of Independent Directors were based on various criteria, inter-alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends etc. Mr. Khaitan and Ms. Sharma possess the core skills/expertise/ competencies identified in the Companys’ business and sectors for it to function effectively. Details of the skills possessed by them are included in the Corporate Governance Report which forms a part of the Annual Report for the financial year ended 31st March, 2024. Based on the above and the performance evaluation of Independent Directors, the Board at its Meeting held on 16th May, 2024 has recommended the re-appointment of Mr. Haigreve Khaitan (DIN: 00005290) and Ms. Shikha Sharma (DIN: 00043265), as Independent Directors of the Company, not liable to retire by rotation, to hold office for a second term, as under: Sr. No. Name of the Director Period of Second Term 1 Mr. Haigreve Khaitan Five consecutive years commencing from 8th August, 2024 to 7th August, 2029 (both days inclusive) 2 Ms. Shikha Sharma
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