Crompton Greaves Consumer Electricals Limited — Proxy Solicitation & Information Statement 2023

Aug 28, 2023

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Crompton Greaves Consumer Electricals Limited Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in CIN: L31900MH2015PLC262254

Date: August28,2023 To, BSE Limited (“BSE”), Corporate Relationship Department, 2ndFloor, New Trading Ring, P.J. Towers, Dalal Street, Mumbai – 400 001. BSE Scrip Code: 539876 ISIN: INE299U01018 Our Reference: 105/2023-24	Date: August28,2023 To, BSE Limited (“BSE”), Corporate Relationship Department, 2ndFloor, New Trading Ring, P.J. Towers, Dalal Street, Mumbai – 400 001. BSE Scrip Code: 539876 ISIN: INE299U01018 Our Reference: 105/2023-24
	To, BSE Limited (“BSE”), Corporate Relationship Department, 2ndFloor, New Trading Ring, P.J. Towers, Dalal Street, Mumbai – 400 001.	To, National Stock Exchange of India Limited (“NSE”), “Exchange Plaza”, 5thFloor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051.
	BSE Scrip Code: 539876	NSE Symbol: CROMPTON
	ISIN: INE299U01018	ISIN: INE299U01018
	Our Reference: 105/2023-24	Our Reference: 105/2023-24

Dear Sir/Madam,

Sub: Notice of Postal Ballot - Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is further to our letter dated August 12, 2023 intimating about Alteration of Articles of Association in order to include the provision for appointment of Nominee Director by Debenture Trustee pursuant to SEBI notification:- SEBI/LADNRO/GN/2023/119 dated February 2, 2023 and proposed Postal Ballot for seeking the consent of the Members of the Company for the said appointment by way of Special Resolution.

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot dated August 12, 2023 issued by the Company.

The Notice is being sent to all the Members, whose names appear in the Register of Members/ list of Beneficial Owners whose email addresses are registered with the Company/ National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) [“ Depositories ”] as on Cut-off date i.e. Friday, August 11, 2023 . Members who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Notice.

The results of the Postal Ballot will be announced on or before Saturday, September 30, 2023 .

The remote e-Voting period will commence from Wednesday, August 30, 2023 at 9.00 A.M . (IST) and will end on Thursday, September 28, 2023 at 5.00 P.M . (IST).

Postal Ballot Notice will also be available on the Company’s website at www.crompton.co.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

You are requested to take the above information on your record.

Thanking you,

For Crompton Greaves Consumer Electricals Limited

Rashmi Digitally signed by Rashmi Khandelwal Khandelwal Date: 2023.08.28 20:07:47 +05'30'

Rashmi Khandelwal Company Secretary & Compliance Officer ACS - 28839 Encl: A/a

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Crompton Greaves Consumer Electricals Limited

CIN: L31900MH2015PLC262254

Registered & Corporate Office: Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai 400 070, Maharashtra, India. T: +91 22 6167 8499 F: +91 22 6167 8383,

Website: www.crompton.co.in Email id: crompton.investorrelations@crompton.co.in

NOTICE OF POSTAL BALLOT THROUGH E-VOTING

Dear Member(s),

NOTICE is hereby given that pursuant to Section 110 of the Companies Act, 2013, as amended (“ the Act ”) and other applicable provisions, if any, of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”), Secretarial Standard 2 (“ SS 2 ”) on General Meetings, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations ”) and other applicable laws and regulations (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force), General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 03/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 (the “ MCA Circulars ”) respectively issued by the Ministry of Corporate Affairs (MCA), that the special resolution set out below is proposed to be passed by way of Postal Ballot only through remote e- Voting process, accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

Further, the MCA has, vide the aforementioned General Circular No. 17/2020 dated April 13, 2020 read with General Circular No. 11/2022 dated December 28, 2022, permitted the dispatch of Postal Ballot Notices by email to the Members who have registered their email ids with the Company/ RTA/ Depository Participant/ Depository and secure their votes through e-Voting. In respect of those Members who have not registered their email ids, the Company has provided the mechanism in this notice to register their email ids and a public notice to that effect has been published in the newspapers.

The Explanatory Statement pertaining to the said Resolution setting out the material facts and the reasons thereof is annexed hereto for your consideration.

The Board of Directors of the Company have appointed Ms. Ashwini Inamdar (FCS 9409) or failing her Ms. Alifya Sapatwala (ACS 24091) of M/s. Mehta & Mehta, Practicing Company Secretaries (ICSI Unique Code: P1996MH007500), as Scrutinizer for conducting the Postal Ballot only through remote e-Voting process in a fair and transparent manner and they have communicated their willingness to be appointed and be available for the said purpose.

In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with Rules and Regulation 44 of the SEBI Listing Regulations (including any statutory modification(s) or re‐ enactment(s) thereof for the time being in force), and the MCA Circulars the Company is pleased to extend e-Voting facility to enable the Members to cast their votes electronically instead of through the Postal Ballot Form(s). The reasons for not enclosing the Postal Ballot form have already been explained in the foregoing paragraphs.

The Company has engaged the services of National Securities Depository Limited (“ NSDL ”) for the purpose of providing remote e-Voting facility to all its Members. The Members (whether holding shares in demat form or in physical form) are requested to read the related notes to this Postal Ballot Notice and instructions given thereunder carefully and cast their votes by e-Voting. The remote e-Voting period commences on Wednesday, August 30, 2023 from 9.00 A.M. (IST) and ends on Thursday, September 28, 2023 at than 05:00 P.M. (IST).

The Scrutinizer will submit their Report to the Company after the completion of scrutiny, of e-Voting in a fair and transparent manner, and the results of postal ballot through e-Voting shall be declared by the Chairman or any other person authorised by on or before Saturday, September 30, 2023 at the Registered Office of the Company and also by placing the same on the Company’s website at www.crompton.co.in and on the website of NSDL at www.evoting.nsdl.com besides being communicated to BSE Limited (“ BSE ”)and

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National Stock Exchange of India Limited (“ NSE "). The last date of e-Voting, i.e. Thursday, September 28, 2023 , shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS:-

Item No. 1: Alteration in the Articles of Association of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the members of the Company be and is hereby accorded to the following alteration to the Article of Association of the Company:

The following Article 113(A) (Appointment of Director nominated by debenture trustee(s)) be inserted after the existing Article 113.

“Appointment of Director nominated by debenture trustee(s)

113A. Subject to the provisions of the Act, whenever the debenture trustee(s) nominate a person to be appointed as a director on the Board of the Company in exercise of its duties under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 read with the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (together “SEBI Regulations”), as amended from time to time, the Board shall appoint such person as a Director. Provided however, if more than one debenture trustee(s) are entitled to appoint a director in terms of the SEBI Regulations, all such debenture trustee(s) shall jointly nominate only one person to be appointed as a Director on the Board of the Company in terms of this Article. The Director so appointed shall not be liable to retire by rotation and shall hold office so long as the default subsists. Any vacancy in the office of such Director during the term shall be filled in by the debenture trustee(s) by nominating another person. Such changes shall be made in writing to the Company.”

RESOLVED THAT that any Director or Company Secretary of the Company be and are hereby severally authorized to perform and execute all such acts, deeds, matters and things, as may be necessary, proper or expedient to give effect to this resolution and for the matters connected herewith or incidental thereto.”

By Order of the Board

For Crompton Greaves Consumer Electricals Limited

Sd/Rashmi Khandelwal Company Secretary & Compliance Officer Membership No. A28839

Registered Office:

Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070

Date: August 12, 2023 Place: Mumbai

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NOTES:

1. The Explanatory Statement pursuant to the provisions of Section 102 and Section 110 of the Companies Act, 2013 (“ Act ”) setting out all material facts and reasons for the proposed resolution is annexed hereto and forms part of this notice.

2. Kindly note that as per the circular and guidelines issued by the MCA vide MCA Circulars, the Notice of Postal Ballot would be sent in electronic mode only to those Members who have registered their e-mail addresses with the Company or Depository Participant/ Depository/ KFin Technologies Limited (“ RTA ”).

3. The Members will have the option to vote only through remote e-Voting and voting through physical ballot papers will not be provided.

4. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members/ Statements of Beneficial Ownership maintained by the Depositories as on the close of business hours on Friday, August 11, 2023 (“ Cut-off date ”). Members receiving the Notice of Postal Ballot whose names do not appear in the Register of Members/ Statement of Beneficial Ownership as mentioned above, should treat this notice for information purposes only.

5. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.crompton.co.in, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com

6. The date of completion of sending the Notice and the Explanatory Statement will be announced through advertisement in the following newspapers: (i) Financial Express (All India Edition) in English language; and (ii) Loksatta (All Edition) in Marathi language, having wide circulation in the district where the Registered Office of the Company is situated.

7. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members on Cutoff date. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by Postal Ballot or e-Voting. A person who is not a Member as on the Cut-off date should treat this notice for information purposes only.

8. Pursuant to the provisions of Section 108 and Section 110 and all other applicable provisions of the Act read with the Companies (Management and Administration) Rules 2014, as amended and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide remote e-Voting facility to all its Members, to enable them to cast their votes electronically. For this purpose, the Company has availed the services of NSDL for facilitating e-Voting to enable the Members to cast their votes electronically. Instructions for the process to be followed for remote e-Voting are annexed to this Postal Ballot Notice.

9. A Member cannot exercise his vote by proxy on Postal Ballot.

10. There will be one e-vote for every Folio/ Client ID irrespective of the number of joint holders.

11. A Member need not use all his/ her/ its votes nor does he/ she/ it need to cast all his/ her/ its votes in the same way.

12. Institutional investors are encouraged to vote on the Postal Ballot. Corporate Members are required to send a scanned copy (PDF/ JPG Format) of the Authority Letter authorising its representatives to vote for the postal ballot on its behalf. The said Authority Letter shall be sent to the Scrutiniser by email through its registered email address to evoting@mehta-mehta.com with a copy marked to NSDL on evoting@nsdl.co.in.

13. The e-voting period commences on Wednesday , August 30, 2023 at 9.00 A.M. (IST) and ends on Thursday, September 28, 2023 at 5.00 P.M. (IST) . During this period, Members of the Company, holding shares either in physical or dematerialised form, as on the Cut-off date, that is, Friday , August 11, 2023 may cast their vote electronically. The e-Voting module shall be disabled by NSDL thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.

14. The resolution, if approved, shall be deemed to have been passed on the last date of e-Voting, i.e., Thursday, September 28, 2023. Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement, resolutions of the Board of Directors, Memorandum and Articles of Association of the Company are available for inspection by the Members at the Company’s Registered Office between 11.00 A.M. (IST) and 1.00 P.M. (IST) on all working days except Saturday and holidays from the date of dispatch of this Postal Ballot Notice and up to the date of closure of Postal Ballot. Members may also write to crompton.investorrelations@crompton.co.in for inspection of the relevant document(s).

15. Members who have not registered/ updated their e-mail IDs so far are requested to register/ update the same to get all notices, communiques, etc. from the Company, electronically, as per the following procedure: Physical Holding Kindly submit Form ISR-1 to update PAN, Postal Address with PIN, Email Address & Mobile Number including demat and bank account details. Form ISR-1 is available on the website of the Company. You are requested to forward the duly filled-in documents along with the related proofs as mentioned in the form to the following address:

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KFin Technologies Limited (Unit: Crompton Greaves Consumer Electricals Limited) Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032 Ph: +91 40-67162222 Email: einward.ris@kfintech.com Demat Holding Contact respective Depository Participant(s)

1. The Company has appointed Ms. Ashwini Inamdar (FCS 9409) or failing her Ms. Alifya Sapatwala (ACS 24091) of M/s. Mehta & Mehta, Practicing Company Secretaries (ICSI Unique Code: P1996MH007500), to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

2. The Scrutinizer shall, immediately after the conclusion of the e-Voting, provide their report to the Chairman/ a person authorised by him. The Scrutinizer’s decision on the validity of the e-votes shall be final.

3. The results of the postal ballot through e-Voting will be announced on or before Saturday, September 30, 2023. The results, together with the Scrutinizer’s Report, will be displayed at the Registered Office of the Company and on the Company’s website at www.crompton.co.in, on the website of NSDL at www.evoting.nsdl.com besides being communicated to BSE and NSE.

19. INSTRUCTIONS FOR VOTING:

• (i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-Voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level. Currently, there are multiple e-Voting service providers (ESPs) providing e-Voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-Voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (ii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Ids in their demat accounts in order to access e-Voting facility.

Pursuant to aforesaid SEBI Circular Login method for e-Voting for individual shareholders holding securities in Demat mode CDSL/ NSDL is given below:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode - In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Ids in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

	Type of shareholders	Login Method
	Individual Shareholders holding securities in demat mode with NSDL.	1.ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section

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, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login holding securities in demat through their existing user id and password. Option will be made mode with CDSL available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e- Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Logintype	Helpdesk details	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 2255 33
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below: Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001** 5. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

• (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii)If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to evoting@mehta-mehta.comwith a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution/ Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com

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or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Anubhav Saxena at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to crompton.investorrelations@crompton.co.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to crompton.investorrelations@crompton.co.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT SETTING OUT ALL MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)

SEBI vide its notification dated February 2, 2023, bearing reference number SEBI/LAD-NRO/GN/2023/119 (“ SEBI Notification ”), amended the Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021 (“ SEBI NCS Regulation ”) wherein it mandated that Articles of Association (“ AOA ”) of an issuer of debt securities shall contain a clause authorising the Board of Directors of such issuer company to appoint a person nominated by the Debenture Trustee(s) in terms of Regulation 15(1)(e) of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as a Director on its Board.

The appointment of such nominee director by the debenture trustee(s) on the Board of Directors of the company shall be exercised only in the event of default as per Regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993, as provided below:

a. two consecutive defaults in payment of interest to the debenture holders; or b. default in creation of security for debentures; or

c. default in redemption of debentures

The Company presently has 3 series of outstanding Non-Convertible Debentures (“ NCDs ”) which are listed on the National Stock Exchange of India Limited. Catalyst Trusteeship Limited is the Trustee for the said NCDs.

The Company’s financial strength is reflected in the credit ratings ascribed by rating agencies. The rating assigned to NCDs is “AA+ (Stable)” by CRISIL which reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligation.

The Company is in compliance with the terms of the NCDs and there has not been any default as mentioned above. However, in terms of amended Regulation 23 of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, it is necessary to alter the Articles of Association to provide provision for appointment of a nominee director.

Considering the above, the Board of Directors of the Company vide their resolution dated August 12, 2023, subject to the approval of the member of the Company, inter-alia approved amendment to the AOA of the Company to include provisions for the appointment of Nominee Director by the Debenture Trustee as below:

“Appointment of Director nominated by debenture trustee(s)

113A. Subject to the provisions of the Act, whenever the debenture trustee(s) nominate a person to be appointed as a director on the Board of the Company in exercise of its duties under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 read with the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (together “SEBI Regulations”), as amended from time to time, the Board shall appoint such person as a Director. Provided however, if more than one debenture trustee(s) are entitled to appoint director in terms of the SEBI Regulations, all such debenture trustees shall jointly nominate only one person to be appointed as a Director on the Board of the Company in terms of this Article. The Director so appointed shall not be liable to retire by rotation and shall hold office so long as the default subsists. Any vacancy in the office of such Director during the term shall be filled in by the debenture trustee(s) by nominating another person. Such changes shall be made in writing to the Company.”

Members are requested to note that approval of the members of the Company is required in terms of Section 14 of the Act for alteration to the AOA of the Company.

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The draft of the amended AOA of the Company is available for inspection by the members through electronic mode upto closure of e-voting on Thursday, September 28, 2023 on request being sent to email id: crompton.investorrelations@crompton.co.in.

The Board of Directors recommends the Special Resolution set out at Item No. 1 for the consideration and approval of the members.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, in the Special Resolution set out at Item No. 1 of the Notice.

By Order of the Board For Crompton Greaves Consumer Electricals Limited Sd/Rashmi Khandelwal Company Secretary & Compliance Officer Membership No. A28839

Registered Office:

Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070

Date: August 12, 2023 Place: Mumbai

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