MAHINDRA & MAHINDRA LIMITED 14 Save and except Mr. Jejurikar, and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (“KMP“) of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 4 of the Notice. Mr. Jejurikar is not related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the Members. ITEM NOS. 5 and 6 Proposal: Mr. Anand G. Mahindra (DIN: 00004695), Non-Executive Chairman of the Company, is liable to retire by rotation and being eligible, has offered himself for re-appointment and hence consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice. Mr. Mahindra, was first appointed on the Board on 23rd November, 1989 as a Director of the Company and transitioned to the role of Non-Executive Chairman of the Company with effect from 12th November, 2021. At the Seventy Fifth Annual General Meeting of the Company held on 6th August, 2021 (“75th AGM”), based on the recommendation of the Board of Directors and the Governance, Nomination and Remuneration Committee (“GNRC”), the Members had, inter alia, approved payment of Total Remuneration to Mr. Anand G. Mahindra as Non-Executive Chairman of the Company for a period of 5 years with effect from 12th November, 2021 upto 11th November, 2026, as under: Total Remuneration of Rs. 5,00,00,000 per annum split as under: (a) Remuneration of Rs. 2,50,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,50,00,000 per annum. Thereafter, the Members of the Company at the Seventy Eighth Annual General Meeting of the Company held on 31st July, 2024 (“78th AGM”), based on the recommendation of the Board of Directors and GNRC, had, inter alia, approved revision in Total Remuneration of Mr. Anand G. Mahindra as Non-Executive Chairman of the Company for a period from 1st April, 2024 upto 11th November, 2026, being the remainder period for which his remuneration was earlier approved by Members at the 75th AGM, as follows: Total Remuneration of Rs. 5,50,00,000 per annum split as under: (a) Remuneration of Rs. 2,75,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,75,00,000 per annum. Mr. Anand G. Mahindra is instrumental in defining and enhancing the Mahindra brand. His unwavering commitment to providing feedback and guidance on critical matters, along with his vast experience, significantly bolsters the Company's leadership. As the Group embarks on ambitious strategic growth plans, his role becomes even more vital, requiring his active participation in key decision-making processes. Addressing these intricate challenges will demand both his expertise and an increased investment of time. In his capacity as a mentor and advisor, Mr. Mahindra supports the Managing Director and Senior Management with a strong emphasis on strategic planning, risk management and external relations. Recognizing these contributions and following the recommendation of the GNRC, the Board of Directors at its Meeting held on 5th May, 2025, approved a revision in the Total Remuneration to be paid to Mr. Anand G. Mahindra for a period from 1st April, 2025 upto 11th November, 2026, being the remainder period for which his remuneration was earlier approved by Members at the 75th AGM, as follows: Total Remuneration of Rs. 6,05,00,000 per annum split as under: (a) Remuneration of Rs. 3,02,50,000 per annum by way of monthly payment and (b) Commission of Rs. 3,02,50,000 per annum. Except for the revision in the Total Remuneration amount, all other terms and conditions of remuneration, as approved earlier by the Members at the 75th AGM remain unchanged and continue to be effective. The above remuneration will be paid to Mr. Anand G. Mahindra even if it exceeds one percent of the net profits of the Company in accordance with sections 197 and 198 of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof and notwithstanding the limits approved by the Members of the Company for payment of remuneration to Non-Executive Directors of the Company from time to time. Where in any Financial Year during the period from 1st April, 2025 upto 11th November, 2026, the Company has no profits or its profits are inadequate, the Company may pay the above remuneration to Mr. Anand G. Mahindra, Non-Executive Chairman of the Company as the minimum remuneration, subject to receipt of the requisite approvals, if any. Pursuant to the provisions of Regulation 17(6)(ca) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), approval of the Members of the Company by way of a Special Resolution is required to be obtained every year for payment of Annual Remuneration to a single Non-Executive Director exceeding fifty percent of the total annual remuneration payable to all Non-Executive Directors, giving details of remuneration thereof. As the remuneration payable to Mr. Anand G. Mahindra in the Financial Year 2025-26 is likely to exceed fifty percent of the total annual remuneration payable to all Non-Executive Directors of the Company, consent of the Members is sought for passing a Special Resolution as set out at Item No. 6 of the Notice. Brief resume of Mr. Mahindra, age, qualification, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, name of listed entities and other companies in which he holds directorships and memberships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to his resignation from listed entities in the past three years, as stipulated under the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein, and are also provided in the Corporate Governance Report forming part of the Annual Report. Profile: Mr. Anand G. Mahindra has completed 70 years of age. 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.
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