MAHINDRA & MAHINDRA LTD. Corporate Governance 183 D. Remuneration paid/payable to Mr. Anand G. Mahindra, Non‑Executive Chairman for the year ended 31st March, 2025 The remuneration of Mr. Anand G. Mahindra was recommended by GNRC and subsequently approved by the Board of Directors and thereafter by the Shareholders of the Company at the 75th AGM held on 6th August, 2021. 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. The Shareholders at the 78th AGM held on 31st July, 2024, pursuant to the provisions of Regulation 17(6)(ca) of the Listing Regulations, also accorded their approval for payment of remuneration to Mr. Anand G. Mahindra for FY25, being an amount exceeding fifty percent of the total annual remuneration payable to all the Non-Executive Directors of the Company for FY25. Following is the remuneration paid/payable to Mr. Anand G. Mahindra as Non-Executive Chairman during the year ended 31st March, 2025: Director(s) (Rs. in Lakhs) Remuneration Commission Total Mr. Anand G. Mahindra 275.00# 275.00 550.00 * In addition, Mr. Anand G. Mahindra is entitled to the Benefits under the Special Post Retirement Benefit Scheme of the Company. # Excludes Sitting Fees. E. The Stock Options granted to Directors, the period over which accrued and over which exercisable are as under: Name of Directors (alongwith their Designation) to whom Stock Options have been granted Options granted in November, 2024 under 2010 Scheme Vesting period Exercise period Exercise price Dr. Anish Shah, Group CEO and Managing Director 33,733 Three instalments in November 2025, 2026 & 2027 On the date of vesting or within the exercise period specified for each vesting. The maximum exercise period is 4 years from the date of vesting Rs. 5 per share Mr. Rajesh Jejurikar, Executive Director & CEO (Auto and Farm Sector) 28,979 Note: All relevant information on Stock options granted to Directors in pervious Financial Years is accessible in the Company’s earlier Annual Report(s). III. RISK MANAGEMENT Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defence cover of the Company’s Risk Management. The Company has a robust organisational structure for managing and reporting on Risks. Your Company has constituted a Risk Management Committee consisting of Board Members which is authorised to monitor and review Risk Management Plan and Risk Certificate. The Committee is also empowered, inter alia, to review and recommend to the Board modifications to the Risk Management Policy. Further, the Board has constituted a Corporate Risk Council comprising of the Senior Executives including Chief Risk Officer of the Company. The terms of reference of the Council comprise review of Risks and Risk Management Policy at periodic intervals. Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Framework of the Company includes identification of risks, including Cyber Security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. The Risk Management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the Company. IV. COMMITTEES OF THE BOARD The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations; which concern the Company and need a closer review. Majority of the Members constituting the Committees are Independent Directors or Chaired by a Independent Director and each Committee is guided by its Charter or Terms of Reference, which provide for the scope, powers, duties and responsibilities. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the respective Committee Meetings. The Minutes of the Meeting of all Committees are presented before the Board for review and noting. During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.
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