MAHINDRA & MAHINDRA LIMITED 18 Mr. Muthiah Murugappan: Profile: Mr. Muthiah has completed 41 years of age. Mr. Muthiah Murugappan (known as Mr. Muthu Murugappan) is a fifth-generation member of the Murugappa Family. Mr. Muthiah started his career in August 2004 with CavinKare Pvt Ltd, an Indian FMCG major. Initially as an Area Sales Manager, his portfolio included Western and Southern regions covering Maharashtra, Madhya Pradesh, Chhattisgarh and Andhra Pradesh. Mr. Muthiah subsequently became a Product Manager handling Brand Management for the International Business Unit covering the GCC and ASEAN regions. In July 2007, Mr. Muthiah joined CUMI’s exports function. He then moved to the US to handle the trading operations in North America. Mr. Muthiah returned to India and headed the Wear Ceramics business between 2010 and 2013. In 2013, he took a sabbatical to pursue an MBA at the London Business School. He returned to The Murugappa Group in September 2015 to head the Nutraceuticals Business of E.I.D.- Parry (India) Ltd. In November 2018, he took charge as Head of Strategy for E.I.D.- Parry (India) Ltd, in addition to his role as the Head of the Nutraceuticals Business. He was appointed Whole Time Director & CEO of E.I.D.- Parry (India) Ltd. in May 2022. Mr. Muthiah Murugappan has work experience in a wide spectrum of areas such as Brand Management, General Management, Financial Planning & Analysis, Strategy, Sales and Marketing. Directorships: Mr. Muthiah is an Independent Director of Mahindra and Mahindra Limited, Whole-time Director and CEO of E.I.D.- Parry (India) Limited, Director of Algavista Greentech Private Limited, Phase Lifestyle Private Limited, US Nutraceuticals Inc., Alimtec S.A, Carborundum Universal Limited and Parry Infrastructure Company Private Limited. Committee Positions: Sr. No. Name of the Company Name of the Committee Position Held 1. Mahindra & Mahindra Limited Stakeholders’ Relationship Committee Chairman Corporate Social Responsibility Committee Chairman Audit Committee Member 2. E.I.D.- Parry (India) Limited Stakeholders’ Relationship Committee Member Risk Management Committee Member Corporate Social Responsibility Committee Member Loans & Investment Committee Member 3. Carborundum Universal Limited Corporate Social Responsibility Committee Member Resignation as a Director from Listed Entities in the past three years: Mr. Muthiah has not resigned as a Director from any listed entity in the past three years. Attendance at Board Meetings: During the year 1st April, 2024 to 31st March, 2025, 7 Board Meetings of the Company were held, and Mr. Muthiah had attended all the Meetings. Remuneration: Mr. Muthiah would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, he would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company. The sitting fees paid to Mr. Muthiah during the Financial Year 2024-25 were Rs. 13 lakhs. The commission payable to him for the Financial Year 2024-25 is Rs. 84 lakhs. Other information: Ms. Nisaba Godrej and Mr. Muthiah Murugappan do not hold any Ordinary (Equity) Shares in the Company. The GNRC has identified certain skills and capabilities required by the Directors of the Company. The skill sets possessed by Ms. Nisaba Godrej and Mr. Muthiah Murugappan are aligned to those identified by GNRC and complete details of the same are provided in the Corporate Governance Section of the Annual Report of the Company for the Financial Year ended 31st March, 2025. Ms. Nisaba Godrej and Mr. Muthiah Murugappan are not disqualified from being appointed as Directors in terms of section 164 of the Act and have given their consent to act as Directors. The Company has received declarations from Ms. Nisaba Godrej and Mr. Muthiah Murugappan stating that they meet with the criteria of independence as prescribed under sub-section (6) of section 149 of the Act and Listing Regulations. Ms. Nisaba Godrej and Mr. Muthiah Murugappan are not debarred from holding office of Directors pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. In the opinion of the Board, Ms. Nisaba Godrej and Mr. Muthiah Murugappan, fulfil the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations and are independent of the management. The Board is of the view that the knowledge and experience of Ms. Nisaba Godrej and Mr. Muthiah Murugappan will be of immense benefit and value to the Company and, therefore, recommends their re-appointment to the Members. A copy of the draft letters of appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan setting out terms and conditions of their appointment are available for inspection by the Members in electronic form as per the instructions provided in Note No. 8 of this Notice. Save and except Ms. Nisaba and Mr. Muthiah themselves, and their 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. 7 & 8 of the Notice. Ms. Nisaba and Mr. Muthiah are neither inter-se related to each other nor related to any other Director / KMP of the Company. The Board recommends the Special Resolutions set out at Item Nos. 7 & 8 of the Notice for approval of the Members. ITEM NO. 9: The Board of Directors, at its Meeting held on 5th May, 2025, upon the recommendation of the Audit Committee, approved the appointment of Messrs D. C. Dave & Co., Cost Accountants
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