MAHINDRA & MAHINDRA LIMITED 29 (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. II. Information about the appointee: (i) Background details: Refer Profile Section as stated above (ii) Past remuneration during the financial year ended 31st March, 2024: Rs. 1,924.81 Lakhs (iii) Recognition or awards: Refer Profile Section stated above. (iv) Job Profile and his suitability: Refer proposal Section stated above. (v) Remuneration proposed: Scale of Salary: Basic Salary in the scale of Rs. 24,00,000 to Rs. 90,00,000 per month. Perquisites and Performance Pay: As stated in Resolution No. 13. Mr. Jejurikar is also entitled to grant of Stock Options as may be decided by the GNRC, from time to time not exceeding 0.1% of the total number of equity shares in the paid up share capital of the Company during his tenure of re-appointment. The number of Stock Options granted and outstanding as on 31st March, 2024, are 3,19,654 all of which are unvested. It is proposed to authorise the Board (which term shall be deemed to include any duly authorised Committee thereof, for the time being exercising the powers conferred on the Board by this Resolution) to revise the basic salary payable to Mr. Jejurikar, within the above-mentioned scale of salary and decide on the performance pay within 235% of the Annual Basic Salary as mentioned above. Notice period applicable to a Whole-time Director of the Company is six months. There is no separate provision for payment of Severance Fees. (vi) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Taking into consideration the size of the Company, the profile of Mr. Jejurikar, the responsibilities shouldered by him, growth in turnover and profits and the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. (vii) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Besides the remuneration proposed to be paid to him, Mr. Jejurikar does not have any other pecuniary relationship with the Company or relationship with the managerial personnel. III. Other Information: (i) Reasons of loss or inadequate profits: Not applicable, as the Company has posted a net profit after tax of Rs. 10,717.80 crores during the year ended 31st March, 2024. (ii) Steps taken or proposed to be taken for improvement and (iii) Expected increase in productivity and profits in measurable terms: Not applicable as the Company has adequate profits. IV. Disclosures: The information and disclosures of the remuneration package of all Directors for FY 2023-24 have been mentioned in the Corporate Governance Report forming part of the Annual Report under the Heading “Remuneration to Directors” as per the requirements of Section II of Part II of Schedule V of the Act. Considering that the re-appointment of Mr. Jejurikar as an Executive Director is effective from 1st April, 2025, the information and disclosures of the revised remuneration package of Mr. Jejurikar will be provided in the Corporate Governance Report forming part of the Annual Report(s) from FY 2025-26 onwards, as applicable. Mr. Jejurikar has not received any remuneration or commission from any of the subsidiaries of the Company. Mr. Jejurikar satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act for being eligible for his appointment. Mr. Jejurikar is not disqualified from being re‑appointed as a Director in terms of section 164 of the Act and has given his consent to act as a Director. Mr. Jejurikar 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 and has given all the necessary declarations and confirmation including his consent to be re-appointed as a Whole-time Director designated as “Executive Director & CEO (Auto and Farm Sector)”. Further, the Company has received a notice from a Member under Section 160 of the Act proposing the re‑appointment of Mr. Rajesh Jejurikar as a Whole-time Director designated as “Executive Director & CEO (Auto and Farm Sector)”. The Board is of the view that Mr. Jejurikar’s knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, recommends his re-appointment to the Members. Mr. Jejurikar possesses the core skills/expertise/competencies identified in the Company’s business and sectors for it to function effectively. Details of the skills possessed by him forms part of the Corporate Governance Report. 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.
RkJQdWJsaXNoZXIy NTE5NzY=