MAHINDRA & MAHINDRA LIMITED 1 Notice THE EIGHTIETH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA LIMITED will be held on Thursday, the 30th day of July 2026 at 03.00 p.m., Indian Standard Time (IST), through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) facility to transact the following businesses: ORDINARY BUSINESS: 1. Consideration and Adoption of the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March 2026 and the Reports of the Board of Directors and Auditors thereon To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March 2026 and the Reports of the Board of Directors and Auditors thereon, as circulated to the Members, be considered and adopted.” 2. Consideration and Adoption of the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2026 and the Report of the Auditors thereon To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2026 and the Report of the Auditors thereon, as circulated to the Members, be considered and adopted.” 3. Declaration of Dividend on Ordinary (Equity) Shares To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: "RESOLVED that a Dividend of Rs. 33/- (660%) (Rupees Thirty three Only) per Ordinary (Equity) Share of the face value of Rs. 5/- (Rupees Five only) each for the Financial Year ended 31st March 2026, on 124,35,28,831 Ordinary (Equity) Shares of the Company, aggregating to Rs. 4,103.65 crore as recommended by the Board of Directors be declared and that the said Dividend be distributed out of the Profits for the Financial Year ended on 31st March 2026." 4. Re-appointment of Mr. Sat Pal Bhanoo as a Director liable to retire by rotation To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that in accordance with the provisions of section 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sat Pal Bhanoo (DIN: 10482731), who retires by rotation at this Annual General Meeting and being eligible for re-appointment, be re-appointed as a Director of the Company, liable to retire by rotation.” 5. Re-appointment of Mr. Ranjan Pant as a Director liable to retire by rotation To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that in accordance with the provisions of section 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ranjan Pant (DIN: 00005410), who retires by rotation at this Annual General Meeting and being eligible for re-appointment, be re-appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS: 6. Ratification of Remuneration to Cost Auditors To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and based on the recommendation of the Audit Committee and approval of the Board of Directors, the remuneration payable to M/s. D. C. Dave & Co., Cost Accountants having Firm Registration Number 000611, appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the Cost Records of the Company for the Financial Year ending 31st March 2027, amounting to Rs. 10,75,000/- (Rupees Ten Lakh Seventy-Five Thousand only) (plus Goods and Services Tax and reimbursement of out-ofpocket expenses) be ratified. FURTHER RESOLVED that the Board of Directors of the Company (including any committee thereof) be authorised to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” 7. Payment of Remuneration to Mr. Anand G. Mahindra as a Non-Executive Chairman of the Company To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that in partial modification of the Resolution No. 10 passed by the Members at the Seventy Fifth Annual General Meeting held on 6th August 2021 (“75th AGM”) and the Resolution No. 6 passed by the Members at the Seventy Ninth Annual General Meeting held on 31st July 2025 (“79th AGM”) and based on the recommendation of the Board of Directors and Governance, Nomination and Remuneration Committee of the Company and pursuant to the provisions of sections 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, the approval of the Company be accorded for payment of Total Remuneration to Mr. Anand G. Mahindra (DIN: 00004695) as Chairman of the Company ("Non-Executive - Non Independent Director") with effect from 1st April 2026 till 31st July 2027, as detailed hereunder: 1) Total Remuneration of Rs. 6,65,50,000 per annum split as under: (a) Remuneration of Rs. 3,32,75,000 per annum by way of monthly payment and (b) Commission of Rs. 3,32,75,000 per annum.
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