Notice MAHINDRA & MAHINDRA LIMITED THE SEVENTY FIFTH ANNUAL GENERAL MEETING OF 5. Re-appointment of Mr. CP Gurnani, as a Director liable MAHINDRA & MAHINDRA LIMITED will be held on Friday, the to retire by rotation th 6 day of August, 2021 at 3:00 p.m., Indian Standard Time To consider and, if thought fit, to pass the following (IST), through Video Conferencing (“VC”)/ Other Audio Visual Resolution as an Ordinary Resolution: Means (“OAVM”) facility to transact the following businesses. “RESOLVED that Mr. CP Gurnani (DIN: 00018234), who The proceedings of the Seventy Fifth Annual General retires by rotation and being eligible for re-appointment, Meeting (“AGM”) shall be deemed to be conducted at the be re-appointed as a Director of the Company.” Registered Office of the Company at Gateway Building, Apollo Bunder, Mumbai – 400 001 which shall be the SPECIAL BUSINESS deemed venue of the AGM. 6. Ratification of Remuneration to Cost Auditors ORDINARY BUSINESS To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: 1. Consideration and Adoption of the Audited Standalone “RESOLVED that pursuant to the provisions of section 148 Financial Statements of the Company for the Financial Year ended 31st March, 2021 and the Reports of the and other applicable provisions, if any, of the Companies Board of Directors and Auditors thereon Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or To consider and, if thought fit, to pass the following amendment(s) thereto or re-enactment(s) thereof, for the Resolution as an Ordinary Resolution: time being in force] and pursuant to the recommendation “RESOLVED that the Audited Standalone Financial of the Audit Committee, the remuneration payable to Statements of the Company for the Financial Year Messrs D. C. Dave & Co., Cost Accountants having Firm ended 31st March, 2021 and the Reports of the Board Registration Number 000611, appointed by the Board of of Directors and Auditors thereon, as circulated to the Directors of the Company as Cost Auditors to conduct Members, be considered and adopted.” the audit of the cost records of the Company for the 2. Consideration and Adoption of the Audited Financial Year ending 31st March, 2022, amounting to Consolidated Financial Statements of the Company Rs. 8,50,000 (Rupees Eight Lakhs Fifty Thousand only) for the Financial Year ended 31st March, 2021 and the (plus Goods and Services Tax and reimbursement of out Reports of the Auditors thereon of pocket expenses) be ratified. To consider and, if thought fit, to pass the following FURTHER RESOLVED that approval of the Company be Resolution as an Ordinary Resolution: accorded to the Board of Directors of the Company “RESOLVED that the Audited Consolidated Financial (including any Committee thereof) to do all such acts, Statements of the Company for the Financial Year deeds, matters and things and to take all such steps as ended 31st March, 2021 and the Reports of the Auditors may be required in this connection including seeking all thereon, as circulated to the Members, be considered necessary approvals to give effect to this Resolution and and adopted.” to settle any questions, difficulties or doubts that may arise in this regard.” 3. Declaration of Dividend on Ordinary (Equity) Shares 7. Appointment of Ms. Nisaba Godrej as an Independent To consider and, if thought fit, to pass the following Director Resolution as an Ordinary Resolution: To consider and, if thought fit, to pass the following "RESOLVED that a Dividend of Rs. 8.75 (175%) per Ordinary (Equity) Share of the face value of Rs. 5 each for the year Resolution as an Ordinary Resolution: ended 31st March, 2021 on 124,31,92,544 Ordinary (Equity) “RESOLVED that pursuant to the provisions of sections Shares of the Company aggregating Rs. 1,087.79 crores 149, 150, 152 read with Schedule IV and other applicable as recommended by the Board of Directors be declared provisions of the Companies Act, 2013 (“the Act“), and that the said Dividend be distributed out of the Companies (Appointment and Qualifications of Directors) accumulated balance of retained earnings representing Rules, 2014 and Securities and Exchange Board of India the accumulated surplus in the profit and loss account as (Listing Obligations and Disclosure Requirements) at 31st March, 2021.” Regulations, 2015 [including any statutory modification(s) 4. Re-appointment of Mr. Vijay Kumar Sharma, as a or amendment(s) thereto or re-enactment(s) thereof Director liable to retire by rotation for the time being in force], Ms. Nisaba Godrej (DIN: 00591503), who was appointed as an Additional To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: Director (Independent and Non-Executive) of the Company, with effect from 8th August, 2020 under “RESOLVED that Mr. Vijay Kumar Sharma section 161 of the Act and the Articles of Association (DIN: 02449088), who retires by rotation and being of the Company and who holds office upto the date eligible for re-appointment, be re-appointed as a of this Annual General Meeting of the Company, and Director of the Company.” who qualifies for being appointed as an Independent 1 MAHINDRA & MAHINDRA LIMITED Director and in respect of whom the Company has the Company at the 71st Annual General Meeting received a Notice in writing from a Member under of the Company held on 4th August, 2017 and who section 160 of the Act proposing her candidature for holds office of the Independent Director upto the office of Director, being so eligible, be appointed as 10th November, 2021 and who is eligible for being an Independent Director of the Company, not liable to re-appointed as an Independent Director and in retire by rotation, to hold office for a term of 5 (five) respect of whom the Company has received a Notice consecutive years commencing from 8th August, 2020 to in writing from a Member under section 160 of the 7th August, 2025.” Act, proposing his candidature for the office of 8. Appointment of Mr. Muthiah Murugappan as an Director, be re-appointed as an Independent Director Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive To consider and, if thought fit, to pass the following years commencing from 11th November, 2021 to Resolution as an Ordinary Resolution: 10th November, 2026.” “RESOLVED that pursuant to the provisions of 10. Payment of remuneration to Mr. Anand G. Mahindra sections 149, 150, 152 read with Schedule IV and other as a Non-Executive Chairman of the Company with applicable provisions of the Companies Act, 2013 (“the effect from 12th November, 2021 Act“), Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange To consider and, if thought fit, to pass the following Board of India (Listing Obligations and Disclosure Resolution as a Special Resolution: Requirements) Regulations, 2015 [including any “RESOLVED that pursuant to the provisions of statutory modification(s) or amendment(s) thereto or sections 197 and 198 read with Schedule V and all re-enactment(s) thereof for the time being in force], other applicable provisions of the Companies Act, 2013 Mr. Muthiah Murugappan (DIN: 07858587), who was (“the Act“), the Companies (Appointment and appointed as an Additional Director (Independent Remuneration of Managerial Personnel) Rules, and Non-Executive) of the Company with effect from 2014, Regulation 17(6)(ca) of the Securities and th 8 August, 2020 under section 161 of the Act and Exchange Board of India (Listing Obligations and the Articles of Association of the Company and who Disclosure Requirements) Regulations, 2015 ("Listing holds office upto the date of this Annual General Regulations") [including any statutory modification(s) Meeting of the Company, and who qualifies for or amendment(s) thereto or re-enactment(s) thereof being appointed as an Independent Director and for the time being in force], and such other approvals, in respect of whom the Company has received a permissions and sanctions, as may be required and Notice in writing from a Member under section 160 of the Act proposing his candidature for the office subject to such conditions and modifications, as may of Director, being so eligible, be appointed as an be prescribed or imposed by any of the authorities Independent Director of the Company, not liable to while granting such approvals, permissions and retire by rotation, to hold office for a term of 5 (five) sanctions, approval of the Company be accorded for consecutive years commencing from 8th August, 2020 payment of remuneration to Mr. Anand G. Mahindra to 7th August, 2025.” (DIN: 00004695) as Non-Executive Chairman of the Company for a period of 5 (five) years with effect from 9. Re-appointment of Mr. T. N. Manoharan as an 12th November, 2021, as under: Independent Director To consider and, if thought fit, to pass the following 1) Total Remuneration of Rs. 5,00,00,000 per annum Resolution as a Special Resolution: split as under: “RESOLVED that pursuant to the provisions of (a) Remuneration of Rs. 2,50,00,000 per annum sections 149, 150, 152 read with Schedule IV and other by way of monthly payment and applicable provisions of the Companies Act, 2013 (b) Commission of Rs. 2,50,00,000 per annum. (“the Act“) and the Companies (Appointment and 2) Sitting Fees: Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and In addition to the above, Mr. Anand G. Mahindra Disclosure Requirements) Regulations, 2015 [including shall be entitled to payment of sitting fees for any statutory modification(s) or amendment(s) attending the meetings of the Board of Directors thereto or re-enactment(s) thereof for the time or any Committee thereof, as approved by the being in force], Mr.