MAHINDRA & MAHINDRA LIMITED 24 Remuneration: Ms. Sharma 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. The sitting fees paid to Ms. Sharma during the Financial Year 2023-24 were Rs. 20 lakhs. The commission payable to her for the Financial Year 2023-24 is Rs. 38 lakhs. Other information: Mr. Haigreve Khaitan and Ms. Shikha Sharma do 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. Khaitan and Ms. Sharma 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. Khaitan and Ms. Sharma are not disqualified from being appointed as Directors in terms of section 164 of the Act and have given their consent to act as Directors. The Company has received declarations from Mr. Khaitan and Ms. Sharma stating that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Act and the Listing Regulations. Mr. Khaitan and Ms. Sharma are not debarred from holding office of Directors pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. In the opinion of the Board, Mr. Khaitan and Ms. Sharma, fulfil the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations and are independent of the management. The Board is of the view that the knowledge and experience of Mr. Khaitan and Ms. Sharma will be of immense benefit and value to the Company and, therefore, recommends their reappointment to the Members. A copy of the draft letter of appointment of Mr. Haigreve Khaitan and Ms. Shikha Sharma setting out terms and conditions of their appointment are available for inspection by the Members in electronic form as per the instructions provided in Note No. 8 of this Notice. Save and except Mr. Khaitan and Ms. Sharma themselves, and their 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 Nos. 10 & 11 of the Notice. Mr. Khaitan and Ms. Sharma are neither inter-se related to each other nor related to any other Director / KMP of the Company. The Board recommends the Special Resolutions set out at Item Nos. 10 & 11 of the Notice for approval of the Members. ITEM NO. 12: Proposal: The Shareholders of the Company had at the 74th Annual General Meeting held on 7th August, 2020 appointed Dr. Anish Shah as a Whole-time Director designated as “Deputy Managing Director and Group Chief Financial Officer” of the Company with effect from 1st April, 2020 till 1st April, 2021 (both days inclusive), on a basic salary of Rs. 19,65,714 per month in the scale of Rs. 16,00,000 to Rs. 26,00,000 per month, and as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” with effect from 2nd April, 2021 to 31st March, 2025 (both days inclusive), on a basic salary in the scale of Rs. 18,00,000 to Rs. 30,00,000 per month. Subsequently, the Members of the Company at the 77th Annual General Meeting held on 4th August, 2023, approved revision in the remuneration of Dr. Anish Shah by increasing the scale of basic salary as Rs. 30,00,000 to Rs. 55,00,000 per month with effect from 1st August, 2023 upto the remainder period of the tenure of his appointment i.e. 31st March, 2025 and by increasing the Performance Pay which is based on his performance and performance of the Company to an amount not exceeding 235% of the Annual Basic Salary from the Financial Year 2022-23 to Financial Year 2024-25. The impressive performance of the Company under Dr. Shah’s leadership reflects a cohesive strategy, innovative thinking, and effective execution. His vision and guidance have undoubtedly played a crucial role in steering the Company towards success amidst ever-changing market dynamics. Basis this, the Governance, Nomination and Remuneration Committee (“GNRC”) and the Board of Directors at their meetings held on 15th May, 2024 and 16th May, 2024 respectively, have recommended the re-appointment of Dr. Shah (DIN: 02719429) as the Managing Director & Chief Executive Officer of the Company designated as “Group CEO and Managing Director” for a further period of 5 years i.e. from 1st April, 2025 to 31st March, 2030 on the terms and conditions including remuneration, as contained in this explanatory statement. The key factors considered by the GNRC and Board about Dr. Shah while recommending his re-appointment including the terms and conditions of his remuneration are given below : • Bringing in investment partners into new businesses and making the Company leaner and more focused on its core businesses. • Formulation of a plan with focus on financial discipline to create a strong value proposition with an ability to meet certain financial milestones that provide a right set of return to investors. • Success in maintaining and enhancing a purpose-driven culture, being a tech leader in each industry in which the Company is operating and creating value by building scale in each business. • Played a pivotal role as the architect behind a resilient talent and leadership succession framework, diligently nurturing and grooming individuals for key leadership positions within the Company. His efforts have fostered a culture of meritocracy, where advancement is based on talent and performance, driving the organization towards excellence. Under his guidance, robust performance management processes have been instilled, emphasizing accountability and ensuring that decisions are made in the best interest of the Company's both short-term objectives and long-term sustainability. • Cultivated a culture of ownership, agility, integrity, and humility, setting a tone that resonates throughout the organization. By championing these values, he has not only shaped the Company's ethos but has also contributed to its resilience and adaptability in the face of challenges. His visionary leadership has been instrumental in aligning the Company's objectives with its core values, thereby driving sustained growth and success.
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