MAHINDRA & MAHINDRA LIMITED 17 ITEM NO. 7 Proposal: Mr. Anand G. Mahindra (DIN: 00004695) is the Chairman of the Company (Non-Executive - Non Independent Director), liable to retire by rotation. Mr. Mahindra was first appointed on the Board on 23rd November 1989 as a Director of the Company and transitioned to the role of Chairman of the Company with effect from 12th November 2021. This transition was in line with the erstwhile requirement of Regulation 17(1B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”). At the Seventy Fifth Annual General Meeting of the Company held on 6th August 2021 (“75th AGM”), based on the recommendation of the Board of Directors and the Governance, Nomination and Remuneration Committee (“GNRC”), the Members had, inter alia, approved payment of Total Remuneration to Mr. Anand G. Mahindra as Chairman of the Company for a period of 5 years with effect from 12th November 2021 up to 11th November 2026, as under: Total Remuneration of Rs. 5,00,00,000 per annum split as under: (a) Remuneration of Rs. 2,50,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,50,00,000 per annum. Thereafter, the Members of the Company at the Seventy Eighth Annual General Meeting of the Company held on 31st July 2024 (“78th AGM”), based on the recommendation of the Board of Directors and GNRC, had, inter alia, approved revision in Total Remuneration of Mr. Anand G. Mahindra as Chairman of the Company for a period from 1st April 2024 up to 11th November 2026, being the remainder period for which his remuneration was earlier approved by Members at the 75th AGM, as follows: Total Remuneration of Rs. 5,50,00,000 per annum split as under: (a) Remuneration of Rs. 2,75,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,75,00,000 per annum. In his capacity as a mentor and advisor, Mr. Mahindra supports the Managing Director and Senior Management with a strong emphasis on strategic planning, risk management and external relations. Recognizing these contributions, the Members of the Company at the Seventy Ninth Annual General Meeting held on 31st July 2025 (“79th AGM”), based on the recommendation of the Board of Directors and GNRC, had, inter alia, approved revision in Total Remuneration of Mr. Anand G. Mahindra as Chairman of the Company for a period from 1st April 2025 up to 11th November 2026, being the remainder period for which his remuneration was earlier approved by Members at the 75th AGM and 78th AGM respectively, as follows: Total Remuneration of Rs. 6,05,00,000 per annum split as under: (a) Remuneration of Rs. 3,02,50,000 per annum by way of monthly payment and (b) C ommission of Rs. 3,02,50,000 per annum. Mr. Mahindra has been instrumental in defining and enhancing the Mahindra brand. His unwavering commitment to providing feedback and guidance on critical matters, along with his vast experience, significantly bolsters the Company's leadership. As the Group embarks on ambitious strategic growth plans, his role becomes even more vital, requiring his active participation in key decision-making processes. Addressing these intricate challenges will demand both his expertise and an increased investment of time. As a Chairman, Mr. Mahindra will continue to serve as mentor and sounding board for the Managing Director and Senior Management especially in the areas of strategic planning, risk mitigation and external interface. He will continue to play an important role in epitomising and building Brand Mahindra. He will be available to provide feedback and counsel to the Managing Director and Senior Management on key issues facing the Company. Recognizing these contributions, the Board of Directors of the Company at its meeting held on 5th May 2026, pursuant to recommendation of the GNRC and subject to the approval of the Members of the Company at the ensuing Annual General Meeting of the Company, approved revision in Total Remuneration of Mr. Anand G. Mahindra, as Chairman of the Company with effect from 1st April 2026 till 31st July 2027, as follows: 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. 2) Sitting fees: In addition to the above, Mr. Anand G. Mahindra shall be entitled to payment 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. 3) Reimbursements 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. The Company would also provide Mr. Anand G. Mahindra with a full-fledged office including staff, appropriate security etc., the expense of which will be borne by the Company. In addition to the above and as approved by the Shareholders of the Company at the Seventy First Annual General Meeting of the Company held on 4th August 2017, Mr. Mahindra would be entitled to the Benefits under the Special Post Retirement Benefit Scheme. The above remuneration will be paid to Mr. Mahindra even if it exceeds one percent of the net profits of the Company in accordance with sections 197 and 198 of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof and 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. Where the Company has no profits or its profits are inadequate, during the aforesaid period, the Company may pay the above remuneration to Mr. Mahindra, Chairman of the Company as the minimum remuneration for the aforesaid period as statutorily permitted subject to receipt of the requisite approvals, if any.
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