MAHINDRA & MAHINDRA LIMITED 16 Sr. No Particulars 15. Brief Profile and experience Mr. Bhanoo served as the Managing Director of Life Insurance Corporation of India (“LIC”) from 20th July 2023 to 31st December 2025. Mr. Bhanoo joined LIC as a Special Batch Direct Recruit Officer in October 1988. He holds a bachelor’s degree in history (Honors) from Himachal Pradesh University, Shimla. Mr. Bhanoo has a varied and rich marketing experience. He served LIC in various roles as Zonal Manager (Central Zone), Additional Director, Zonal Training Centre (Bhopal), Regional Manager (P&IR), North Zone (Delhi). He was In-charge of Bangalore – I and Shimla Divisions steering LIC through a challenging climate and leading to consistent growth of business under dynamic market conditions. During his tenure, he fostered a culture of human resource development and empowerment, resulting in a highly motivated and skilled workforce, committed to LIC’s mission and values. As Chief (Marketing-SBA), he looked after the Marketing portfolio of Senior Business Associates & Life Insurance Corporation Associates as well, with a focus on revolutionizing marketing activities and empowering them. Mr. Pant is a CEO Advisor and consultant specializing in global strategy and change management. With a tenure spanning over three decades, he has leveraged his expertise across diverse industries and international conglomerates. Mr. Pant has completed his Bachelor of Mechanical Engineering (Honors) from BITS, Pilani and MBA in Finance from The Wharton School, University of Pennsylvania. Mr. Pant has spearheaded the energy and utilities practice and provided Strategic Advisory Services at Bain & Co., Management Consultants. He held the position of Director of internal consulting, focusing on Operational Excellence and Mergers & Acquisitions in General Electric Company. Mr. Pant's key areas of expertise includes strategic planning and capital allocation; operational oversight including post merger integration and manufacturing productivity; corporate governance with experience in corporate venture capital and conglomerate center roles; human capital governance including senior leadership transitions and CEO compensation; and technology strategy with exposure to platform business models and artificial intelligence initiatives. Mr. Pant serves on the Board of Governors of IIM Indore, where he is also the Chairman of the Personnel Committee, a member of the Governing Body of Mahindra University, Hyderabad, and is associated with the K. C. Mahindra Education Trust as a Jury Panel Member for postgraduate scholarships. 16. Nature of expertise in specific functional areas Mr. Bhanoo and Mr. Pant possess the following skills as approved by the Board: Skills Mr. Sat Pal Bhanoo Mr. Ranjan Pant Business Experience Global business / broad international exposure / emerging markets experience - Financial Experience and Risk Oversight - Technology and Innovation - Governance and Regulatory oversight - Sales and Marketing Exposure 17. Terms and conditions of appointment/ re-appointment Mr. Sat Pal Bhanoo and Mr. Ranjan Pant are being re-appointed in terms of section 152(6) of the Companies Act, 2013 as Directors liable to retire by rotation Other information: Mr. Bhanoo and Mr. Pant are not debarred from holding the office of Director pursuant to any order issued by the Securities and Exchange Board of India (“SEBI”) or any other authority. Save and except Mr. Sat Pal Bhanoo and Mr. Ranjan Pant themselves and their relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (“KMP”) of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolutions set out in Item Nos. 4 & 5 of this Notice. The Board recommends the Ordinary Resolutions set out at Item Nos. 4 & 5 of the Notice for approval of the Members. ITEM NO. 6 The Board of Directors, at its Meeting held on 5th May 2026, upon the recommendation of the Audit Committee, approved the appointment of M/s. D. C. Dave & Co., Cost Accountants having Firm Registration Number 000611, as Cost Auditors of the Company for conducting the audit of the Cost Records of the Company, for the Financial Year ending 31st March 2027, at a remuneration of Rs. 10,75,000/- (Rupees Ten lakh Seventy Five Thousand only) (plus Goods and Services Tax and reimbursement of out-of-pocket expenses). Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration to be paid to the Cost Auditors of the Company. Accordingly, consent of the Members is sought to pass an Ordinary Resolution as set out at Item No. 6 of the Notice for ratification of the remuneration payable to the Cost Auditors for conducting the audit of the Cost Records of the Company for the Financial Year ending 31st March 2027. None of the Directors/Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 6 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval of the Members.
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