STATUTORY REPORTS | Corporate Governance Report 209 Company and also reimbursements and benefits as per the Company’s Policy with effect from 12th November 2021. The remuneration to Group CEO and Managing Director and Executive Director are recommended by GNRC to the Board. The remuneration consists of both fixed compensation and variable compensation and is paid as salary, performance bonus, stock options, perquisites and fringe benefits as approved by the Board and within the overall limits specified in the Shareholders’ resolution. While the fixed compensation is determined at the time of their appointment, the variable compensation is determined annually by the GNRC based on their performance. The elements of remuneration package of Group CEO and Managing Director and Executive Director includes salary, benefits, stock options, provident fund, etc. and is decided based on the individual performance as well as performance of the Company, inflation, prevailing industry trends and benchmarks. B. Remuneration to Non-Executive Directors for the financial year ended 31st March 2026 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 up to 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 crore 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. Additionally, the Non-Executive Directors are eligible for sitting fees for attending the Board and its Committee Meetings. Further, the Shareholders of the Company at the 79th AGM held on 31st July 2025, 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 2025 to 11th November 2026, being the remainder period for which his remuneration was earlier approved by the Shareholders at the 75th AGM held on 6th August 2021 and thereafter revised at 78th AGM held on 31st July 2024. Accordingly, the Chairman is being paid Remuneration of Rs. 3.025 crore per annum by way of monthly payment and a fixed Commission of Rs. 3.025 crore per annum. During the year under review, the following Non-Executive Directors were paid a commission of Rs. 9.03 crore (provided for in the accounts for the year ended 31st March 2025), distributed amongst the Directors as follows: Name of Directors Commission for the financial year ended 31st March 2025, paid during the year under review (Rs. In lakh) Mr. Anand G. Mahindra 275.00 Dr. Vishakha N. Desai1 6.90 Mr. Vikram Singh Mehta2 29.68 Mr. T.N. Manoharan 90.00 Mr. Haigreve Khaitan2 29.68 Ms. Shikha Sharma 84.00 Ms. Nisaba Godrej 84.00 Mr. Muthiah Murugappan 84.00 Ms. Padmasree Warrior3 73.41 Mr. Ranjan Pant4 73.41 Mr. Sat Pal Bhanoo5 73.41 1 Ceased to be an Independent Director w.e.f. 1st May 2024 2 Ceased to be an Independent Director w.e.f. 8th August 2024 3 Appointed as an Independent Director w.e.f. 17th May 2024 4 Appointed as Non-Executive Director w.e.f. 17th May 2024 5 A ppointed as Nominee Director representing LIC w.e.f. 17th May 2024 and Commission paid to LIC A Commission of Rs. 9.83 crore has been provided as payable to the Non-Executive Directors in the accounts for the Financial Year ended 31st March 2026. Non-Executive Directors are also paid sitting fees of Rs. 1 lakh each for every Meeting of the Board and Rs. 0.60 lakh each for every Committee Meeting other than Stakeholders Relationship Committee. The sitting fees paid for every Meeting of Stakeholders Relationship Committee is Rs. 0.30 lakh each for Non‑Executive Director. Additionally, Non-Executive Directors are also reimbursed for expenses incurred in the performance of their official duties, if any.
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