MAHINDRA & MAHINDRA LIMITED 21 Sr. No. Particulars 13. Attendance at Board Meetings during the year 2025-26 9 Board Meetings of the Company were held during the year, and Mr. Mahindra had attended all the Meetings. 14. Brief Profile and experience Please refer the Resolution and Explanatory Statement for Item No. 7 of this Notice of AGM 15. Remuneration proposed to be paid 16. Nature of expertise in specific functional areas Mr. Mahindra possess the following skills as approved by the Board: Skills Mr. Anand G. Mahindra 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 Not Applicable Save and except Mr. Mahindra himself and his 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 Resolution set out in Item No. 7 of this Notice. The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval of the Members. ITEM NO. 8 & 9 As per Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), prior approval of the shareholders by means of a Resolution is required for Material Related Party Transactions and subsequent Material Modifications as defined by the Audit Committee of the listed entity, in line with Company’s Policy on Materiality of and Dealing with Related Party Transactions. The approval is required even if the transactions are in the ordinary course of business and at an arm’s length basis. The Securities and Exchange Board of India (‘SEBI’), vide its notification dated 18th November 2025 notified SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025 (“Amendments”) introducing amendments to the provisions pertaining to Related Party Transactions under the SEBI LODR Regulations. The aforesaid amendments inter-alia included turnover based thresholds for determining materiality of Related Party Transactions by inclusion of Schedule XII to the SEBI LODR Regulations. As per the amended regulations, for a listed entity whose annual consolidated turnover is more than Rs. 40,000 crore, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions with such related party during a financial year exceeds Rs. 3,000 crore + 2.5% of the annual consolidated turnover of the listed entity above Rs. 40,000 crore or Rs. 5,000 crore, whichever is lower. Under the SEBI LODR Regulations, in addition to the approval and reporting for transactions by the Company with its own Related Party(ies), the scope extends to transactions by the Company with Related Party(ies) of any subsidiary(ies) of the Company or transactions by a subsidiary(ies) of the Company with its own Related Party(ies) or Related Party(ies) of the Company or Related Party(ies) of any subsidiary(ies) of the Company. Given the nature of the Company’s presence in multiple businesses, the Company works closely with its subsidiaries, joint ventures and associates to achieve its business objectives and enters into various operational transactions with its related parties, from time to time, in the ordinary course of business and on an arm’s length basis. Amongst the transactions that the Company enters into with its related parties, the estimated value of the contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) of the Company with the Related Party mentioned below and also the ‘Related Party Transactions’ under Regulation 2(1)(zc) of the SEBI LODR Regulations pertaining to Subsidiaries of the Company, may exceed the threshold of Material Related Party Transactions within the meaning of Regulation 23(1) read with Schedule XII of the SEBI LODR Regulations as detailed above. As per the amended SEBI LODR Regulations, omnibus approval granted by the shareholders for Material Related Party transactions at an Annual General Meeting of the Company shall be valid till the date of the next Annual General Meeting held within the timelines prescribed under section 96 of the Companies Act, 2013 or rules, notifications, or circulars issued thereunder. The Members may note that the Company, its subsidiaries and associates have been undertaking such transactions of similar nature with related parties in the past Financial Year, in the ordinary course of business and on arm's length after obtaining requisite approvals, including from the Audit Committee of the Company/ subsidiaries/ associates, as per the requirements of the applicable law. The maximum annual value of the proposed transactions with the related parties is estimated based on the Company’s current transactions with them and future business projections.
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