MAHINDRA & MAHINDRA LTD. Corporate Governance 209 11. Disclosure of certain type of Agreements binding Listed Entities During the year under review, there were no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the Company or of its subsidiary or associate company, among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company. Further, the Agreement(s) as disclosed in the Company’s earlier Annual Report(s) have not been amended or altered during the year under review. 12. No Permanent Board Seats SEBI had amended the Listing Regulations with effect from 1st April, 2024 mandating shareholders’ approval for a directors’ continuation on the Board at least once every 5 years from the date of their appointment or reappointment. However, this provision is not applicable to the Company as it does not have any Permanent Board seats. As on 31st March, 2025, there were 5 Independent Directors on the Board of your Company. The balance 5 Directors viz. Non-Executive Chairman, Group CEO and Managing Director, Executive Director and 2 Non-Executive Non-Independent Directors are subject to retirement by rotation. This practice of not having any permanent Board seats was already institutionalised by the Company much before such amendment was made effective. 13. No Special Rights to Shareholders SEBI introduced Regulation 31B to the Listing Regulations, pursuant to which “Special Rights” granted to a Shareholder will be subject to the approval by the Shareholders in a general meeting by way of a special resolution once in every five years starting from the date of grant of such Special Right. The existing “Special Rights” to any shareholder must be ratified within five years of 14th July, 2023. The Company ensures equitable treatment to all Shareholders and has not granted any special rights like Nomination Rights, Veto Rights / Affirmative voting, Information Rights, Anti-Dilution Rights, Right of First Refusal, Tag Along Rights, Divestment Rights, etc. to its Shareholders. 14. Shareholding of Key Managerial Personnel of the Company as on 31st March, 2025: The Shareholding of Key Managerial Personnel (“KMP”) of your Company as on 31st March, 2025 is as follows: Name of KMP (alongwith their Designations) No. of Ordinary (Equity) Shares held as on 31st March, 2025 % of Shareholding Dr. Anish Shah, Managing Director and Chief Executive Officer (Group CEO and Managing Director with effect from 1st April, 2025) 1,65,693 0.01% Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) 1,30,138 0.01% Mr. Amarjyoti Barua, Group Chief Financial Officer Nil – Mr. Narayan Shankar, Company Secretary (upto 1st April, 2025) 55,527 0.00%
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