MAHINDRA & MAHINDRA LTD. Corporate Governance 181 B. Remuneration to Non-Executive Directors for the year ended 31st March, 2025 Pursuant to the approval granted by the Members of the Company at the 69th AGM held on 7th August, 2015, the eligible Non-Executive Directors are paid commission upto a maximum of 1% of the net profits of the Company for each financial year, as computed in the manner laid down in Section 198 of the Act or any statutory modification(s) or re-enactment(s) thereof or Rs. 38 crores in the aggregate, whichever is lower; provided that none of such Directors shall, in any Financial Year individually receive a portion of such remuneration more than one quarter percent of the net profits of the Company. Further, the Shareholders of the Company at the 78th AGM held on 31st July, 2024, considered and approved the revision in the terms of Remuneration of Mr. Anand G. Mahindra, Non-Executive Chairman of the Company for a period from 1st April, 2024 to 11th November, 2026, being the remainder period for which remuneration was earlier approved by the Shareholders at the 75th AGM. Accordingly, the Chairman will be paid Remuneration of Rs. 2.75 crores per annum by way of monthly payment and a fixed Commission of Rs. 2.75 crores per annum. During the year under review, the following Non-Executive Directors were paid a commission of Rs. 571.31 lakhs (provided for in the accounts for the year ended 31st March, 2024), distributed amongst the Directors as follows: Name of Directors Commission for the year ended 31st March, 2024, paid during the year under review (Rs. In Lakhs) Mr. Anand G. Mahindra 250.00 Mr. Vikram Singh Mehta (upto 7th August, 2024) 45.00 Dr. Vishakha N. Desai (upto 30th April, 2024) 45.00 Mr. T.N. Manoharan 45.00 Mr. Vijay Kumar Sharma (Nominee of LIC) (upto 19th December, 2023) 27.31# Mr. Haigreve Khaitan (upto 7th August, 2024) 45.00## Ms. Shikha Sharma 38.00 Mr. C.P. Gurnani (upto 19th December, 2023)^ Nil Ms. Nisaba Godrej 38.00 Mr. Muthiah Murugappan 38.00 # Commission is payable to LIC ## Sitting fees were paid to Khaitan & Co., in which Mr. Haigreve Khaitan is a Partner. ^ Mr. CP Gurnani, was Managing Director & CEO of Tech Mahindra Limited upto 19th December, 2023, had waived his right to receive sitting fees for attending the Meetings of the Board of Directors or any other remuneration payable to the Non‑Executive Directors of the Company from 1st April, 2020 to 19th December, 2023, as a Non-Executive Director on the Board of Directors of the Company. A Commission of Rs. 897.53 lakhs has been provided as payable to the Non-Executive Directors in the accounts for the year under review. Non-Executive Directors are also paid sitting fees of Rs. 1,00,000 each for every Meeting of the Board and Rs. 60,000 each for every Committee Meeting other than Stakeholders Relationship Committee. The sitting fees paid for every Meeting of Stakeholders Relationship Committee is Rs. 30,000 each for Non‑Executive Director. Additionally, Non-Executive Directors are also reimbursed for expenses incurred in the performance of their official duties. The sitting fees paid to Non-Executive Directors and the commission payable to them for the year ended 31st March, 2025 along with their respective shareholdings in your Company are as under: Name of Directors Sitting Fees paid for the Board and Committee Meetings held during the year ended 31st March, 2025 (Rs. in Lakhs) Commission for the year ended 31st March, 2025, provided as payable in the accounts of the Company for the year under review (Rs. in Lakhs) No. of Ordinary (Equity) Shares held as on 31st March, 2025 Mr. Anand G. Mahindra 12.40 275.00 14,30,008 Mr. Vikram Singh Mehta (upto 7th August, 2024) 8.00 29.70 18,500 Dr. Vishakha N. Desai (upto 30th April, 2024) 0.60 6.90 12,500 Mr. T.N. Manoharan 17.20 84.00 Nil Mr. Haigreve Khaitan (upto 7th August, 2024) 6.20 29.70# Nil Ms. Shikha Sharma 18.40 84.00 Nil Ms. Nisaba Godrej 9.60 84.00 Nil Mr. Muthiah Murugappan 13.00 84.00 Nil Ms. Padmasree Warrior* 7.40 73.41 Nil Mr. Ranjan Pant* 8.40 73.41 Nil Mr. Sat Pal Bhanoo* 7.80 73.41## Nil # Sitting fees were paid to Khaitan & Co., in which Mr. Haigreve Khaitan is a Partner. ## Commission is payable to LIC. * Appointed as Director with effect from 17th May, 2024. The Non-Executive Directors were not granted Stock Options during the year under review.
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