MAHINDRA & MAHINDRA LIMITED 27 ITEM NO. 13 Proposal The Shareholders of the Company had at the 74th Annual General Meeting held on 7th August, 2020 appointed Mr. Rajesh Jejurikar as a Whole-time Director designated as “Executive Director (Automotive and Farm Sectors)” of the Company for a period of 5 years with effect from 1st April, 2020 to 31st March, 2025 (both days inclusive) on a basic salary of Rs. 16,97,345 per month in the scale of Rs. 12,00,000 to Rs. 26,00,000 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 Mr. Rajesh Jejurikar by increasing the scale of basic salary as Rs. 26,00,000 to Rs. 48,00,000 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. Mr. Jejurikar has been recognised for scripting the successful turnaround of the Mahindra Automotive business leading to gaining revenue market leadership and charting the ambitious future-ready EV roadmap. He has made significant contribution in redefining the Mahindra Brand, script a dynamic sales turnaround and develop an EV plan designed to futureproof growth of the Company. 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 reappointment of Mr. Jejurikar (DIN: 00046823) as the Whole-time Director designated as “Executive Director and CEO (Auto and Farm Sector)” of the Company with effect from 1st April, 2025 to 24th June, 2029 (both days inclusive) on the terms and conditions including remuneration, as contained in this explanatory statement. The key factors considered by the GNRC and Board about Mr. Jejurikar while recommending his re-appointment including the terms and conditions of his remuneration are given below: • Orchestrated a remarkable turnaround for the Company amidst intense competition, guiding it from a position of challenge to one of prominence. Through strategic vision and decisive action, he navigated the Company through turbulent waters, transforming adversity into opportunity. By implementing innovative strategies and rallying the team behind a shared vision, he propelled the Company to seize the mantle of revenue leadership, earning it widespread recognition and respect within the industry. • Instilled a culture of agility and adaptability, enabling the organization to swiftly respond to market dynamics and outmaneuver competitors. Strategic initiatives implemented not only stabilized the Company's position but also positioned it for sustained growth and success in the long term. • Ability to intuitively understand the needs and preferences of consumers, as well as accurately anticipated market dynamics, have emerged as pivotal differentiators for the Company. By adeptly "reading" the consumer's mind, he has helped gain invaluable insights into evolving trends, preferences, and behaviors, enabling the Company to stay ahead of the curve and deliver products and services that resonate deeply with customers. • Intuitive understanding of consumer psychology has allowed the Company to develop tailored solutions that address genuine pain points and fulfill unmet needs, thereby fostering strong customer loyalty and satisfaction. His astute grasp of market dynamics has empowered the Company to proactively adapt to changing conditions, seize emerging opportunities, and mitigate potential risks. • Instrumental in the launch of successful products, establishing a new corporate brand identity and restructuring the organisation to remain nimble and agile to tackle future disruptions in the industry. • Achieved a significant milestone by securing a global sourcing arrangement with the Volkswagen Group. This has helped the Company not only to forge a strategic partnership but also validate the Company's reputation for excellence and open up new avenues for collaboration and growth in the global market. • Successfully onboarded an investor who is aligned with the Company’s EV vision, which has helped the Company not only to gain financial support but also strategic guidance and expertise to accelerate its EV initiatives. 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 Mr. Rajesh Jejurikar as Whole‑time Director designated as “Executive Director and CEO (Auto and Farm Sector)” commencing from 1st April, 2025 to 24th June, 2029 (both days inclusive) and the remuneration payable to him. Brief resume of Mr. Jejurikar, 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 Listing Regulations 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. Rajesh Jejurikar has completed 59 years of age. Mr. Jejurikar has diverse experience across Packaged Goods, Advertising, Media, Automotive and Farm Equipment. He joined Mahindra in 2000 as Vice President – Marketing for Automotive Sector. In 2003, he was appointed as Executive Vice President – Sales & Marketing and in 2005, he was given additional responsibility as the Managing Director of Mahindra Renault in India. In 2008, he became Chief of Operations of the Automotive Sector and when Automotive & Farm Equipment Sector (AFS) was formed in 2010, he was appointed as Chief Executive for the Automotive Division and Member of the Group Executive Board.
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