MAHINDRA & MAHINDRA LIMITED 4 6. Members of the Company under the category of Institutional Shareholders are encouraged to attend and participate in the AGM through VC/OAVM and vote through remote E-voting facility provided by the Company. 7. The Explanatory Statement as required under section 102 of the Act is annexed hereto. Further, additional information relating to Directors in terms of Regulation 36(3) of the SEBI LODR Regulations and Clause 1.2.5 of Secretarial Standard-2 issued by the ICSI with respect to Item Nos. 4,5 & 7 and the details as required under the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (“Industry Standards”) in respect of Item Nos. 8 & 9, are also annexed hereto. The Board of Directors has considered and decided to include the Item Nos. 6 to 9 given above as Special Business in the AGM in view of the business requirements. 8. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Act and Register of Contracts or arrangements in which directors are interested maintained under section 189 of the Act, the Compliance Certificate from the Secretarial Auditor of the Company under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and relevant documents referred to in this Notice of AGM and explanatory statement, will be available electronically for inspection by the Members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of AGM, i.e. till 30th July 2026. Members seeking to inspect such documents can send an email to [email protected]. 9. The Company’s Registrar to an Issue and Share Transfer Agent for its Share Registry Work (Physical and Electronic) is KFintech, having their office at Selenium Building, Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana – 500 032, India. 10. BOOK CLOSURE: The Register of Members and Transfer Books of the Company will be closed from Saturday, 4th July 2026 to Thursday, 30th July 2026 (both days inclusive) for the purpose of Dividend and the AGM. 11. DIVIDEND: The dividend, as recommended by the Board of Directors, if approved at the AGM, would be paid subject to deduction of tax at source, as may be applicable, after 30th July 2026 in line with the statutory timelines, through electronic mode to those members or their mandates: a) whose names appear as Beneficial Owners as at the end of the business hours on Friday, 3rd July 2026 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and b) whose names appear as Members in the Register of Members of the Company as at the end of the business hours on Friday, 3rd July 2026 after giving effect to valid request(s) received for transmission/ transposition of shares lodged with the Company/KFintech. 12. ELECTRONIC CREDIT OF DIVIDEND: SEBI has made it mandatory for all companies to use the bank account details furnished by the Depositories and the bank account details maintained by the Registrar to an Issue and Share Transfer Agent for payment of dividend to Members electronically. The Company has extended the facility of electronic credit of dividend directly to the respective bank accounts of the Member(s) through the National Electronic Clearing Service (NECS)/ National Electronic Fund Transfer (NEFT)/Real Time Gross Settlement (RTGS)/Direct Credit, etc. Further, the Shareholders holding shares in physical form may kindly note that SEBI, vide its various circulars has mandated that dividend shall be paid only through electronic mode with effect from 1st April 2024. Hence the Shareholders are requested to update their details with Company/KFintech by submitting ISR forms available under section ‘Information for holders of Physical Securities’ on the website of the Company viz. https://www.mahindra.com/investorrelations/reports/ to avoid delay in receipt of dividend. Details of the relevant forms are provided herein below: Form Particulars ISR-1 Request for registering PAN, KYC or changes/ updating thereof ISR-2 Confirmation of signature of the securities holder by the banker ISR-3 Declaration form for holders of physical securities in listed companies to opt out of nomination ISR-4 Request for issue of Duplicate Certificate and other service requests ISR-5 Request for Transmission of Securities by Nominee or Legal Heir SH-13 Nomination form SH-14 Cancellation or variation of Nomination As directed by SEBI, the Members holding shares in physical form are requested to submit particulars of their bank account in Form ISR-1 along with the original cancelled cheque bearing the name of the Member to the Company/ KFintech to update their bank account details. Members holding shares in demat form are requested to update their bank account details with their respective Depository Participants (“DPs”). The Company or KFintech cannot act on any request received directly from the Members holding shares in dematerialised form for any change of bank particulars. Such changes are to be intimated only to the DPs of the Members. Further, instructions, if any, already given by them in respect of shares held in physical form will not be automatically applicable to shares held in the electronic mode. Shareholders are requested to ensure that their bank account details in their respective demat accounts are updated to enable the Company to provide timely credit of dividend in their bank accounts. 13. TDS ON DIVIDEND: Pursuant to the Income-Tax Act, 2025 (“the IT Act”), as amended by the Finance Act, 2026, dividends paid or distributed by a Company on or after 1st April 2020 has become taxable in the hands of the shareholders and therefore, the Company shall be required to deduct tax at source (“TDS”) from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, shareholders are requested to refer to the
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