MAHINDRA & MAHINDRA LIMITED 18 Pursuant to the provisions of Regulation 17(6)(ca) of SEBI LODR Regulations, approval of the Members of the Company by way of a Special Resolution is required to be obtained every year for payment of Annual Remuneration to a single Non-Executive Director exceeding fifty percent of the total annual remuneration payable to all Non-Executive Directors, giving details of remuneration thereof. As the remuneration payable to Mr. Mahindra for the Financial Year 2026-27 is likely to exceed fifty percent of the total annual remuneration payable to all Non-Executive Directors of the Company, consent of the Members is sought for passing a Special Resolution as set out at Item No. 7 of the Notice. Brief resume of Mr. Mahindra, age, qualification, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, name of listed entities and other companies in which he holds directorships and memberships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to his resignation from listed entities in the past three year etc., as stipulated under the SEBI LODR Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein, and are also provided in the Corporate Governance Report forming part of the Integrated Annual Report. Profile: Mr. Anand G. Mahindra has completed 71 years of age. Mr. Mahindra was first appointed as a Director on the Board of Mahindra & Mahindra Limited on 23rd November 1989. He then took over as Deputy Managing Director of Mahindra & Mahindra Limited in 1991 at a time when the turnover was Rs. 1,038 crore. He initiated a comprehensive change programme to make the Company an efficient and aggressive competitor in the new liberalised economic environment in India. In April 1997, he was appointed as Managing Director of Mahindra & Mahindra Limited and in January 2001 given the additional responsibility of Vice Chairman. In August 2012, he was appointed as Chairman and designated as Chairman & Managing Director of Mahindra & Mahindra Limited. In November 2016, Mr. Mahindra was re-designated as Executive Chairman of Mahindra & Mahindra Limited. Mr. Mahindra’s tenure has seen the Group expand domestically and internationally into a range of major industrial sectors from automobiles and agriculture to IT and aerospace. The Group has also grown inorganically through acquisitions such as Swaraj Tractors, Reva Electric Car Company, Satyam Computer Services, Holiday Club Resorts, and Pininfarina S.p.A. Mr. Mahindra has served on several influential international bodies including the UN Global Compact Board, Global Board of Advisors of the Council on Foreign Relations, World Bank Group’s Advisory Board for Doing Business, the International Advisory Council of Singapore’s Economic Development Board, and the Sustainable Markets Initiative. He has been the President of The Confederation of Indian Industry and served on the boards of the National Stock Exchange of India and the National Council of Applied Economic Research. He is currently on the Central Board of the Reserve Bank of India. Mr. Mahindra has been conferred with the Padma Bhushan Award (2020), India’s third-highest civilian honour, for his contribution to the nation in the field of ‘Trade and Industry’. He has been named in Barron’s List of Top 30 CEOs worldwide (2016) and Fortune Magazine’s list of the World’s 50 Greatest Leaders (2014). He was a recipient of the Best Transformational Leader Award by the Asian Centre for Corporate Governance & Sustainability (2012). He was appointed ‘Knight in the National Order of the Legion of Honour’ by the President of the French Republic (2016) and conferred the ‘Grand Officer of the Order of the Star of Italy’ by the President of Italy (2013). Mr. Mahindra is an incisive business commentator and humanitarian with over 11 million followers on X (formerly Twitter). Among his many social change initiatives is the Nanhi Kali programme, which, for the last three decades, has supported the education of nearly a million underprivileged girls with access to highquality education. Mr. Mahindra is the Chairman on the Board of Naandi Foundation, India’s leading NGO focused on educating girls, skilling youth and providing sustainable livelihoods to small farmers through biodynamic agriculture. Mr. Mahindra also serves on the Founders Board of The Rise Fund, a $2 billion impact fund. Mr. Mahindra is a strong votary of arts and culture. Mahindra Blues, Mahindra Excellence in Theatre Awards, Mahindra Kabira, Mahindra Independence Rock, and Mahindra Sanatkada celebrate and nurture music, theatre culture, art and history in India. He is the member of the Global Advisory Council of the Lincoln Center, New York and has previously served on the Board of Trustees of the Natural History Museum of London. Mr. Mahindra graduated Magna Cum Laude from Harvard College (1977) and secured an MBA from the Harvard Business School (1981). He made a generous endowment in 2010 to the Harvard Humanities Center which is now known as the Mahindra Humanities Centre at Harvard. In 2008, he was bestowed the Harvard Business School’s Alumni Achievement Award and in 2014 he became the first Indian recipient of the Harvard Alumni Association’s Harvard Medal. Pursuant to the applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule V of the Act and SEBI LODR Regulations, the payment of remuneration to Mr. Anand G. Mahindra is being placed before the Members at the Annual General Meeting for their approval by way of Special Resolution. Information as required under Schedule V to the Companies Act, 2013: The following additional information as required by Schedule V to the Act is given below: I. General Information: (i) Nature of Industry: The Company is, inter alia, in the business of manufacture of different range of automotive vehicles, agricultural tractors, implements, industrial engines, etc. (ii) Date or expected date of commencement of commercial production: The Company was incorporated on 2nd October 1945 and started assembly of jeep type vehicles in the year 1949. (iii) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable (iv) Financial performance based on given indicators – as per audited financial results for the year ended 31st March 2026: Particulars Rs. in crore Gross Turnover & Income 1,50,540.29 Net Profit as per Statement of Profit & Loss (After Tax) 15,638.93 Computation of Net Profit in accordance with section 198 of the Companies Act, 2013 20,773.24 Net Worth 73,994.76
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