MAHINDRA & MAHINDRA LIMITED 2 2) Sitting fees: In addition to the above, Mr. Anand G. Mahindra shall be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board of Directors or any Committee thereof, as approved by the Board of Directors for Non-Executive Directors of the Company from time to time. 3) Reimbursement and Benefits: In addition to the above, Mr. Anand G. Mahindra shall be entitled to: • Reimbursement of expenses actually and properly incurred in the course of business including travel, stay and entertainment, telephone and mobile, connectivity charges as per the Company’s policy and • Such other benefits and facilities in accordance with the Company’s policy not exceeding 100% of the Total Remuneration per annum mentioned at point 1 above. Provided that the above remuneration be paid to Mr. Anand G. Mahindra even if it exceeds one percent of the net profits of the Company in accordance with sections 197 and 198 of the Act, including any statutory modification(s) or re-enactment(s) thereof. Provided further that the above remuneration be paid to Mr. Anand G. Mahindra notwithstanding the limits approved by the Members of the Company for payment of remuneration to other Non-Executive Directors of the Company from time to time. FURTHER RESOLVED that where the Company has no profits or its profits are inadequate, during the aforesaid period, the Company may pay the above remuneration to Mr. Anand G. Mahindra, as Chairman of the Company as the minimum remuneration for such period as statutorily permitted subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that pursuant to the provisions of Regulation 17(6)(ca) of the SEBI LODR Regulations, approval of the Company be accorded for payment of the above remuneration to Mr. Anand G. Mahindra (DIN: 00004695), as Chairman of the Company for the Financial Year 2026-27, being an amount exceeding fifty percent of the total annual remuneration payable to all the Non‑Executive Directors of the Company for the Financial Year 2026-27. 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 and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.” 8. Approval of Material Related Party Transactions between the Company and Mahindra Electric Automobile Limited, a Subsidiary of the Company To consider, and if thought fit, to pass, the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the applicable provisions of the Companies Act, 2013 read with Rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Materiality of and Dealing with Related Party Transactions and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and based on the approval of the Audit Committee and the recommendation of the Board of Directors of the Company, approval of the Members be accorded to the Company to enter into/ continue with the existing, Material Related Party Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) falling within the definition of ‘Related Party Transaction’ under Regulation 2(1)(zc) of the SEBI LODR Regulations read with the definition of ‘Related Party’ under Regulation 2(1)(zb) of the SEBI LODR Regulations, with Mahindra Electric Automobile Limited (“MEAL”), a Subsidiary and a Related Party of the Company, as detailed in the explanatory statement to this Resolution, on such material terms and conditions as mentioned therein and as may be mutually agreed between the Company and MEAL, for a period commencing from the Eightieth Annual General Meeting up to the date of the Eighty First Annual General Meeting of the Company to be held in the year 2027, provided that the said contract(s)/ arrangement(s)/ agreement(s)/transaction(s) shall be carried out in the ordinary course of business of the Company and at an arm’s length basis. 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 as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalising and executing necessary contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this Resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions with regard to the powers herein conferred to, without being required to seek further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this Resolution. FURTHER RESOLVED that all actions taken by the Board of Directors of the Company (including any Committee thereof) in connection with any matter referred to or contemplated in this Resolution, be approved, ratified and confirmed in all respects.”
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