MAHINDRA & MAHINDRA LTD. Corporate Governance 173 G. Director(s) seeking Re‑appointment Mr. Anand G. Mahindra, Chairman of the Company and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) of the Company are liable to retire by rotation and being eligible for re-appointment at the ensuing AGM of your Company, have offered themselves for re-appointment. The Governance, Nomination and Remuneration Committee of the Company (“GNRC”) has been entrusted with the responsibility for developing competency requirements for the Board, based on the Industry, Strategy and Vision of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The GNRC advises the Board on the appointment and reappointment of Directors and also conducts periodic gap analyses to refresh the Board and reviewing potential candidates’ profiles to ensure they have the required competencies. Upon receiving the GNRC’s recommendation, the Board considers the appointment and if approved, recommends the same to the Shareholders for their approval. Further, pursuant to the recommendation of the GNRC, the Board at its Meeting held on 5th May, 2025, subject to approval of the Shareholders of the Company, considered and approved: • Re-appointment of Ms. Nisaba Godrej (DIN: 00591503) as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 8th August, 2025 to 7th August, 2030 (both days inclusive); and • Re-appointment of Mr. Muthiah Murugappan (DIN: 07858587) as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 8th August, 2025 to 7th August, 2030 (both days inclusive). Mr. Anand G. Mahindra [Chairman] Mr. Anand G. Mahindra was first appointed as a Director on the Board of Mahindra & Mahindra Limited on 23rd November, 1989. He then took over as Deputy Managing Director of Mahindra & Mahindra Limited in 1991 at a time when the turnover was US$ 177 million. He initiated a comprehensive change programme to make the Company an efficient and aggressive competitor in the new liberalised economic environment in India. In April 1997, he was appointed as Managing Director of Mahindra & Mahindra Limited and in January, 2001 given the additional responsibility of Vice Chairman. In August, 2012, he was appointed as Chairman and designated as Chairman & Managing Director of Mahindra & Mahindra Limited. In November, 2016, Mr. Mahindra was re-designated as Executive Chairman of Mahindra & Mahindra Limited. Mr. Anand Mahindra’s tenure has seen the Group expand domestically and internationally into a range of major industrial sectors from automobiles and agriculture to IT and aerospace. He has served on several influential international bodies including the UN Global Compact Board, Global Board of Advisors of the Council on Foreign Relations, World Bank Group’s Advisory Board for Doing Business, the International Advisory Council of Singapore’s Economic Development Board, and the Sustainable Markets Initiative. He has been the President of The Confederation of Indian Industry and served on the boards of the National Stock Exchange of India and the National Council of Applied Economic Research. He is currently on the Central Board of the Reserve Bank of India. He is also a member of the Council of Scientific & Industrial Research Society. Mr. Mahindra has been conferred with the Padma Bhushan Award (2020), India’s third-highest civilian honour, for his contribution to the nation in the field of ‘Trade and Industry’. He has been named in Barron’s List of Top 30 CEOs worldwide (2016) and Fortune Magazine’s list of the World’s 50 Greatest Leaders (2014). He was a recipient of the Best Transformational Leader Award by the Asian Centre for Corporate Governance & Sustainability (2012). He was appointed ‘Knight in the National Order of the Legion of Honour’ by the President of the French Republic (2016) and conferred the ‘Grand Officer of the Order of the Star of Italy’ by the President of Italy (2013). Mr. Mahindra is an incisive business commentator and humanitarian with over 11 million followers on Twitter. Among his many social change initiatives is the Nanhi Kali programme, which, for the last two decades, has provided over 3,30,000 underprivileged girls access to high-quality education. Mr. Mahindra is the Chairman of the Board of
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