MAHINDRA & MAHINDRA LIMITED 19 (v) Foreign investments or collaborators, if any: Not Applicable II. Information about the appointee: (i) Background details: Refer profile section as stated above (ii) Past remuneration during the financial year ended 31st March 2026: Rs. 618 lakh (including sitting fees of Rs. 12.90 lakh) (iii) Recognition or awards: Refer profile section stated above (iv) Job Profile and his suitability: Mr. Anand G. Mahindra (DIN: 00004695) transitioned to the role of Non-Executive Chairman of the Company with effect from 12th November 2021. Mr. Mahindra was first inducted on the Board of the Company on 23rd November 1989. He took over as Managing Director of the Company in April 1997. 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. Taking into consideration his qualification and expertise, Mr. Mahindra is best suited for the responsibility as the Chairman of the Company. 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. (v) Remuneration proposed: The remuneration proposed to be paid to Mr. Anand G. Mahindra as Chairman with effect from 1st April 2026 till 31st July 2027 as given below: 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. Mr. Mahindra, being the promoter, is not entitled to any stock options of the Company. (vi) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Taking into consideration the size of the Company, the profile of Mr. Anand G. Mahindra, the responsibilities to be shouldered by him and the industry benchmarks, the remuneration proposed to be paid to the Chairman is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. (vii) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel or other director, if any: Besides the remuneration proposed to be paid to him, Mr. Anand G. Mahindra does not have directly or indirectly any other pecuniary relationship with the Company or relationship with the managerial personnel or other directors. III. Other Information: (i) Reasons of loss or inadequate profits: Not applicable, as the Company has reported a net profit after tax of Rs. 15,638.93 crore during the year ended 31st March 2026. (ii) Steps taken or proposed to be taken for improvement : Not applicable (iii) Expected increase in productivity and profits in measurable terms: Not applicable as the Company has adequate profits. IV. Disclosures: The information and Disclosures of the remuneration package of all Directors have been mentioned in the Integrated Annual Report in the Corporate Governance Report section under the Heading “Remuneration to Directors”. The conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act are not applicable to a Non-Executive Director. Other information: The Board is of the view that Mr. Mahindra’s knowledge and experience will continue to be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, in partial modification of the Resolution No. 10 passed by the Members at the Seventy Fifth Annual General Meeting held on 6th August 2021 (“75th AGM”) and the Resolution No. 6 passed by the Members at the Seventy Ninth Annual General Meeting held on 31st July 2025 (“79th AGM”) with respect to his remuneration, recommends his remuneration as a Chairman of the Company with effect from 1st April 2026 till 31st July 2027 to the Members.
RkJQdWJsaXNoZXIy NTE5NzY=