STATUTORY REPORTS | Corporate Governance Report 219 Activities of the Committee during the year Frequency Approved and recommended to the Board for onward recommendation to the Shareholders, the appointment of Ms. Nisaba Godrej (DIN: 00591503) and Mr. Muthiah Murugappan (DIN: 07858587) as Independent Directors of the Company for a second term of 5 (five) consecutive years commencing from 8th August 2025 to 7th August 2030 (both days inclusive) E Approved and recommended to the Board amendments to the Policy on Gifts and Entertainment E Grant of Stock Options to the Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010, grant of Stock Options to members of Senior Management and cancellation of Stock Options in certain cases A / E Vesting of unvested Stock Options of an Employee under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 upon early retirement E Noted cessation of Ms. Divya Mascarenhas, Interim Company Secretary of the Company with effect from close of 15th July 2025 and her consequent cessation as the Compliance Officer of the Company under SEBI LODR Regulations and as Key Managerial Personnel and Senior Management Personnel E Approved and recommended to the Board the appointment of Mr. Sailesh Kumar Daga, as Company Secretary of the Company and Compliance Officer under SEBI LODR Regulations, who would also be Key Managerial Personnel and part of Senior Management of the Company with effect from 16th July 2025 E Approved and recommended to the Board revision in remuneration and Performance Pay to be paid to the Wholetime Directors for the FY25 A Approved and recommended to the Board the appointment of individuals into Senior Management and remuneration payable to them E Approved and recommended to the Board revision in Remuneration to be paid to Senior Management A / E Approved and recommended to the Board for onward recommendation to the Shareholders, the appointment of Ms. Samina Hamied (DIN: 00027923) and Mr. M.P. Vijay Kumar (DIN: 05170323) as Independent Directors of the Company for a term of 5 (five) consecutive years with effect from 7th October 2025 to 6th October 2030 (both days inclusive) E Frequency: A Annually E Event-Based C. Stakeholders Relationship Committee (‘SRC’) Committee Composition This Committee comprises of the following Directors viz. Mr. Muthiah Murugappan (Chairman of the Committee), Mr. Anand G. Mahindra and Ms. Nisaba Godrej. Majority of the Members of the Committee comprises of Independent Directors. The Company Secretary of the Company is the Compliance Officer of the Company under SEBI LODR Regulations and is also the Secretary to the Committee. During the year under review, Mr. Narayan Shankar, erstwhile Company Secretary was the Compliance Officer of the Company. Post his retirement with effect from close of 1st April 2025, Ms. Divya Mascarenhas served as an Interim Company Secretary and Compliance Officer of the Company from 2nd April 2025 up to close of 15th July 2025. Subsequently, with effect from 16th July 2025, Mr. Sailesh Kumar Daga was appointed as the Company Secretary and Compliance Officer of the Company under the SEBI LODR Regulations. Key Terms of Reference The Committee meets, as and when required, to, inter-alia, deal with matters relating to issue of Letter of Confirmation in case of loss of share certificates, issue of new share certificates (including for transfer to Investor Education & Protection Fund as per the provisions of the Act and Rules framed thereunder), resolve the grievances of securities holders of the Company including complaints related to dematerialisation of shares, non-receipt of annual report, non-receipt of declared dividends, etc., review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the Company in respect of services being rendered by
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