MAHINDRA & MAHINDRA LIMITED 25 • Infused the Environmental, Social, and Governance (ESG) initiatives of the Company with a strategic focus and unwavering energy. His commitment to sustainability and responsible corporate practices is evident through his active involvement on the CSR Committee of directors and his leadership role in spearheading the Group Sustainability Council. By championing ESG principles, he is instrumental in driving the Company towards sustainable growth while mitigating risks and enhancing resilience. His dedication to ESG initiatives underscores the Company's commitment to making a positive impact on the world while simultaneously securing its own future success. • The Company stands as a beacon of ethical business practices and exemplary governance, earning recognition from leading rating agencies for its steadfast commitment to integrity and transparency. Throughout the fiscal year 2022-23, the Company's dedication to upholding the highest standards of corporate governance propelled it into the prestigious 'Leadership' category on the Indian Corporate Governance Scorecard 2023. This accolade, developed jointly by BSE Limited, the International Finance Corporation, and IiAS, signifies M&M’s position at the forefront of corporate governance excellence in India. In light of the factors discussed, it becomes imperative to prioritize the continuity and stability of our current leadership. By doing so, the best interests of the Company and its stakeholders are effectively safeguarded. Maintaining a steady hand at the helm ensures consistency in strategic direction and operational execution, which in turn fosters confidence and trust among stakeholders of the Company. Considering the above and in accordance with the provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company, the Board of Directors, based on the recommendation of the GNRC and subject to the approval of the Members, approved the re–appointment of Dr. Anish Shah as the Managing Director & CEO of the Company designated as “Group CEO and Managing Director” for a period of 5 (five) years commencing from 1st April, 2025 to 31st March, 2030 and the remuneration payable to him. For details pertaining to brief resume of Dr. Shah, age, qualification and 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 Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, please refer to Additional Information provided for Item No. 4 of this Notice and the Corporate Governance Report forming part of the Annual Report. The Explanatory Statement may be considered as a written Memorandum setting out terms, conditions and limits of remuneration of Dr. Anish Shah as Managing Director and Chief Executive Officer of the Company (from 1st April, 2025 to 31st March, 2030) in terms of section 190 of the Act. Remuneration: Members are requested to note that 50% of the Performance Pay annually payable to Dr. Anish Shah, is based on the Group Corporate Office Scorecard comprising of Consolidated Sector Balance Scorecards, Return on Equity, Earnings Per Share, MCARES, Group Level ESG Performance Index and such other parameters as may be decided by the Company from time to time. ESG Performance Index has the following parameters: • Greening ourselves • Decarbonizing Our Industry • Nanhi Kali • Women Empowerment • Diversity & Inclusion • Governance • Global ESG leadership Pursuant to sections 196, 197, 198, 203 and all other applicable provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule V of the Act, the proposal for re-appointment and remuneration payable to Dr. Shah is now being placed before the Members at the Annual General Meeting for their approval by way of Special Resolution. The following additional information as required by Schedule V to the Companies Act, 2013 is given below: I. General Information: (i) Nature of Industry: The Company is, inter alia, in the business of manufacture of different range of automotive vehicles, agricultural tractors, implements, industrial engines, etc. (ii) Date or expected date of commencement of commercial production: The Company was incorporated on 2nd October, 1945 and started assembly of jeep type vehicles in the year 1949. (iii) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable. (iv) 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 (v) Foreign investments or collaborators, if any: Not Applicable.
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