Integrated Annual Report 2025-26 210 The sitting fees paid to Non-Executive Directors and the commission payable to them for the year ended 31st March 2026 are as under: Name of Directors Sitting Fees paid for the Board and Committee Meetings held during the year ended 31st March 2026 (Rs. in Lakh) Commission for the year ended 31st March 2026, provided as payable in the accounts of the Company for the year under review (Rs. in Lakh) Mr. Anand G. Mahindra 12.90 302.501 Mr. T. N. Manoharan2 6.60 33.34 Ms. Shikha Sharma 22.20 95.30 Ms. Nisaba Godrej 11.30 92.40 Mr. Muthiah Murugappan 18.00 92.40 Ms. Padmasree Warrior 11.00 92.40 Mr. Ranjan Pant 13.20 92.40 Mr. Sat Pal Bhanoo 8.803 92.404 Ms. Samina Hamied5 4.60 44.55 Mr. M. P. Vijay Kumar5 7.00 46.00 1 Approved by the Shareholders at 79th AGM of the Company held on 31st July 2025 2. Ceased to be an Independent Director w.e.f. 30th July 2025 3. Sitting Fees of Rs. 5.60 Lakh up to 31st December 2025 was paid to LIC and thereafter Sitting Fees of Rs. 3.20 Lakh was paid to Mr. Sat Pal Bhanoo 4. C ommission payable to LIC 5. A ppointed as Independent Director w.e.f. 7th October 2025 The Non-Executive Directors were not granted Stock Options during the year under review. C. Remuneration to the Whole‑time Directors for the financial year ended 31st March 2026 Remuneration to the Whole-time Directors is fixed by GNRC subject to the approval of the Board of Directors and Shareholders at a General Meeting. Below is the remuneration paid/payable to the Whole-time Directors during the year ended 31st March 2026: Whole Time Director(s) (Rs. in Lakh) Duration of employment/contract Salary Company’s Contribution to Funds* Allowances and Perquisites other than ESOPs Perquisites related to ESOPs Total Dr. Anish Shah (Group CEO and Managing Director) 2,149.59# 79.00 0.67 4,177.13 6,406.40 • Appointed as Deputy Managing Director and Group Chief Financial Officer from 1st April 2020 to 1st April 2021. • Appointed as Managing Director and Chief Executive Officer from 2nd April 2021 to 31st March 2025. • Re-appointed as Group CEO and Managing Director from 1st April 2025 to 31st March 2030. KPIs for Incentive Payment for Executive Directors / Claw-Back Clauses 50% of the Performance Pay annually payable to Dr. Anish Shah, is based on the Group Corporate Office Scorecard comprising of Consolidated Sector Balance Scorecards, Return on Equity, Earnings Per Share, MCARES, Group Level ESG Performance Index and such other parameters as may be decided by the Company from time to time. ESG parameters for determining Performance Pay • Drive global & domestic ESG /sustainability/ climate thought leadership & action for India & Mahindra Group • Drive Mahindra Group’s ‘Planet Positive’ strategy across all key group companies (with focus on operations, industrial decarbonization, adaptation, etc.) • Drive diversity & inclusion programs & group wide CSR programs (Nanhi Kali, Kaabil, etc.) • Drive high standards of corporate governance & leadership in global & domestic ESG ratings
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