Cummins India Ltd. — Proxy Solicitation & Information Statement 2022

Feb 15, 2022

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Ref: STEX/SECT/2022

February 15, 2022

The Relationship Manager, National Stock Exchange of India Limited DCS-CRD Exchange Plaza, 5[th] Floor, BSE Limited, Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra – Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai 400 001 Mumbai 400 051 BSE Scrip Code: 500480 NSE Symbol: CUMMINSIND

Subject: Notice of Extra Ordinary General Meeting of the Members of Cummins India Limited and information relating to E-voting facility.

Dear Sir/ Madam,

This is to inform you that the Extra Ordinary General Meeting (“EGM”) of Members of the Company is scheduled to be held on Thursday, March 10, 2022 at 4.30 P.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) facility, in compliance with the circular dated December 08, 2021 read with circulars dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020 and June 23, 2021 issued by the Ministry of Corporate Affairs (“MCA”) and Circular(s) issued by the Securities Exchange Board of India (“SEBI”) under SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), to transact the business as set out in the Notice convening the Meeting (“the Notice”).

As per Section 108 of Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard-2, the Company is pleased to provide its Members the facility to vote(s) on all resolutions set forth in the Notice by Electronic means (“E-voting”). Members who hold shares as on the cut-off date i.e. Thursday, March 03, 2022, may cast their vote by remote e-voting or e-voting at the meeting. The instructions for E-voting are mentioned in the Notice of the EGM enclosed herewith.

Kindly take this submission on your record.

Thanking you,

Yours faithfully, For Cummins India Limited

VINAYA Digitally signed by VINAYA ABHIJIT ABHIJIT JOSHI JOSHI Date: 2022.02.15 19:54:07 +05'30'

Vinaya A. Joshi Company Secretary & Compliance Officer Encl.: As above.

(This letter is digitally signed)

Cummins India Limited Registered Office Cummins India Office Campus Tower A, 5[th] Floor, Survey No. 21, Balewadi Pune 411 045 Maharashtra, India Phone +91 20 67067000 Fax +91 20 67067015 cumminsindia.com cil.investors@cummins.com CIN : L29112PN1962PLC012276

Cummins India Limited

Registered Office: Cummins India Office Campus, Tower A, 5[th] Floor, Survey No. 21, Balewadi, Pune 411 045 (CIN : L29112PN1962PLC012276) Telephone : 020 67067000 Fax : 020 67067015 Website : www.cumminsindia.com E-mail : cil.investors@cummins.com

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

To,

The Members of Cummins India Limited,

NOTICE is hereby given that the Extra-ordinary General Meeting (“EGM”) of the Members of Cummins India Limited will be held on Thursday, the 10[th] day of March 2022, at 4.30 p.m. Indian Standard Time (IST) through Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) facility, to transact the following business:

SPECIAL BUSINESS:

1. To approve additional material related party transaction(s) with Cummins Limited, UK

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT approval of the Members of the Company be and is hereby accorded for additional material related party transactions for sale of engines/gensets, their parts, accessories, and spares by the Company to Cummins Limited, UK, in the ordinary course of business and at arm’s length basis for an estimated amount of R 20,000 Lakhs (Rupees Twenty Thousand Lakhs only) thereby aggregating material related party transactions to a total transaction value of R 70,000 Lakhs for the Financial Year 2021-22.”

1. To approve material related party transaction(s) with Cummins Technologies India Private Limited

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT approval of the Members of the Company be and is hereby accorded for material related party transaction(s) for purchase of internal combustion engines, gensets, turbochargers, their parts, components and spares from Cummins Technologies India Private Limited, in the ordinary course of business and at arm’s length basis for an estimated amount of R 70,000 Lakhs (Rupees Seventy Thousand Lakhs only) for the Financial Year 2021-22.”

Registered Office: Cummins India Office Campus, Tower A, 5[th] Floor, Survey no. 21, Balewadi, Pune 411 045 Place : Pune Date: February 15, 2022

By Order of the Board, For Cummins India Limited,

Vinaya Joshi Company Secretary Membership No. : A25096

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NOTES:

• A. The Statement of additional information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) in respect of Special Business under item no. 1 and 2 are annexed hereto.

• B. General instructions to the Members participating in the EGM through VC/OAVM facility

• In compliance with the various circulars issued by Ministry of Corporate Affairs (“MCA”) i.e. circular dated December 08, 2021 read with circulars dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020 and June 23, 2021 (collectively referred to as “MCA Circulars”) permitted the holding of the Extraordinary General Meeting (“EGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In accordance with the MCA Circulars, Companies are permitted to conduct their EGM on or before June 30, 2022 in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 14/2020 dated April 08, 2020. In compliance with the MCA Circulars and relevant provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the EGM of the Company is being held through VC / OAVM facility, without the physical presence of Members at a common venue. The deemed venue for the EGM shall be the Registered Office of the Company.

• In terms of the MCA Circulars i.e. General Circular No. 14/2020 dated April 08, 2020, since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the EGM. Hence, the Proxy Form and Attendance Slip are not annexed to the Notice. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Members maybe appointed for the purpose of voting through remote e-Voting, for participation in the EGM through VC/OAVM facility and e-Voting during the EGM.

• Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC / OAVM facility on its behalf and to vote either through remote e-voting or during the EGM. The said resolution/authorization should be sent electronically through their registered email address to the Scrutinizer at info@csladda.com and to NSDL at evoting@nsdl.co.in with a copy marked to cil.investors@cummins.com.

• Members attending the EGM through VC/OAVM facility shall be counted for the purpose of reckoning the quorum for EGM as per Section 103 of the Act.

• Since the EGM will be held through VC/OAVM facility, the Route Map is not annexed to the Notice.

• National Securities Depository Limited (“NSDL”) will be providing facility for voting through remote e-Voting, for participation in the EGM through VC/OAVM facility and e-Voting during the EGM.

• In line with the MCA Circulars and SEBI Circulars, the Notice of the EGM is being sent to the members on their registered email ID with the Depositories/RTA in electronic form. The same will also be available on the Company’s website www.cumminsindia.com, on the 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.

• Members may join the EGM through VC/OAVM facility by following the procedure as mentioned in Point ‘D’. The facility for joining the meeting shall open for Members from 4.15 p.m. IST i.e.15 minutes before the time scheduled to start the EGM and the Company may close the window for joining the VC/OAVM facility 15 minutes after the scheduled time to start the EGM.

• Members may note that the VC/OAVM facility, provided by National Securities Depository Limited (NSDL) allows participation of at least 1,000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the EGM without any restriction on account of first-come first-served principle.

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1. The Company has fixed Thursday, March 03, 2022 as the ‘Cut- off Date’ for the purpose of remote e-voting at the EGM.

2. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Record Date only shall be entitled to avail the facility of remote e-voting or e-voting during the EGM.

3. In case of joint shareholders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

4. Pursuant to MCA Circular dated April 08, 2020, the Notice of the EGM along with the Explanatory Statement are being sent only by email to the Members, whose email addresses are registered with the Company/ Depositories. Therefore, those Members, whose email address is not registered with the Company or with their respective Depository Participant/s, and who wish to receive the Notice of the EGM and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:

5. (i) For Members holding shares in physical form, please send scan copy of a signed request letter mentioning your folio number, complete address, email address to be registered along with scanned self-attested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAAR) supporting the registered address of the Member, by email to the Company’s email address cil.investors@cummins.com. All these details can be uploaded on the given link in one go https://web.linkintime.co.in/EmailReg/Email_Register.html

6. (ii) For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.

7. The Company has appointed Link Intime India Private Limited, Mumbai as its Registrar and Transfer Agent. All correspondence relating to transfer and transmission of shares, sub-division of shares, issue of duplicate share certificates, change of address, dematerialization of shares, payment of dividend etc. will be attended to and processed at the office of the Registrar and Transfer Agent at the following address:-

Link Intime India Private Limited Unit: Cummins India Limited C-101, 1[st ] Floor, 247 Park L.B.S. Marg, Vikhroli (West) Mumbai 400083, Maharashtra Phone No.: (022) 49186270 Fax No.: (022) 49186060 Contact person: Mrs. Sujata Poojary E-mail:sujata.poojary@linkintime.co.in /rnt.helpdesk@linkintime.co.in

1. Any documents referred to in this Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents before the EGM can send an email request on cil.investors@cummins.com

2. Mr. Pramodkumar Ladda (Membership No. FCS 7326 and CP No. 8006) Partner of M/s Ladda Bhutada & Associates, Company Secretaries, Pune, has been appointed as the Scrutinizer to scrutinize the e-voting process and vote casted through e-voting during the meeting in a fair and transparent manner. Members may note that the scrutinizer will provide consolidated report for the votes casted through remote e-voting and e-voting during the meeting.

C. Instructions for voting through electronic means by Members:

1. In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the relevant provisions of SEBI Listing Regulations, and in terms of SEBI vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 in relation to the ‘e-Voting Facility to be provided by Listed Entities’, the Members are provided with the

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facility to cast their vote electronically, through the e-voting services provided by National Securities Depository Limited (“NSDL”) on all resolutions set forth in this Notice, from a place other than the venue of the Meeting (remote e-voting).

1. The remote e-voting period commences on Monday, March 07, 2022 (9.00 a.m. IST) and ends on Wednesday, March 09, 2022 (5.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Thursday, March 03, 2022, may cast their votes electronically as per the process detailed in this Notice. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently. A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only.

2. The details of the process and manner for login and remote e-Voting are explained herein below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically and join virtual meeting on NSDL e- Voting system.

Details on Step 1 are mentioned below:

• I. Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

Pursuant to SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 in relation to the ‘e-Voting Facility to be provided by Listed Entities’, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

Shareholders are advised to update their mobile number and email ID with their DPs in order to access e- Voting facility.

Voting facility.
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	A. NSDL IDeAS facility If you are already registered, follow the below steps: 1. Visit the e-Services website of NSDL. Open the web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. 2. Once the homepage of e-Services home page is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. 3. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services under the value added services. 4. Click on “Access to e-Voting” appearing on the left hand under e-Voting services and you will be able to see e-Voting page. 5. Click on options available against the Company name ore-Voting service provider - NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-voting during the meeting.

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Type of shareholders	Login Method
	If you are not registered, follow the below steps: 1. Option to register is available at https://eservices.nsdl.com. 2. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Please follow steps given in points 1-5 above. ‘NSDLSpeede’ : NSDL Mobile App Members may download the mobile app by scanning the QR code mentioned below for seamless voting experience. B . e-Voting website of NSDL 1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 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 (i.e. your sixteen digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen.
	4. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted forEasi / Easiest, can login through their user ID and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click onNew System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

  4. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.

• Individual Shareholders 1. Existing users who have opted for Easi / Easiest, can login through their holding securities in demat user ID and password. Option will be made available to reach e-Voting mode with CDSL page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

• After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

• If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

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Type of shareholders	Login Method
	4. Alternatively, the User can directly access e-Voting page by providing Demat Account Number and PAN No. from a link in 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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	1. You can also login using the login credentials of your Demat Account through your DP registered with NSDL/CDSL for e-Voting facility. 2. Once 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. 3. Click on options available against the 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 or joining virtual meeting and e-voting during the meeting.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites.

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

Login Type		Helpdesk Details
Securities held with NSDL		Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 224 430
Securities held with CDSL		Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

• II. Login method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

Steps 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.

4. 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.

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1. 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 123456 then user ID is 123456001

1. Your password details are given below:

2. a ) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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 by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. 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 from evoting@nsdl.com. 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 case you have not registered your email ID with the Company/ Depository, please follow the instructions mentioned below in the notice.

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

6. 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.

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

8. 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.

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

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

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

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

Details on Step 2 are mentioned below:

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of the Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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 Members:

1. 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.

1. In case of any queries, you may refer to the e-voting user manual available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 224 430 or send a request to Mr. Amit Vishal at evoting@nsdl.co.in.

2. Members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing Demat Account Number / Folio Number, Client Master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained above.

3. The instructions for members for e-Voting on the day of the EGM are mentioned in Point ‘D’.

D.

Instructions for Members for attending the EGM through VC:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through NSDL e-Voting system. Members may access the meeting by following the steps mentioned above for access to NSDL e-Voting system. After successful login, you can see link of VC/OAVM link placed under “Join General Meeting” menu against the Company Name. Members are requested to click on the VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed.

Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush.

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1. Facility of joining the EGM through VC / OAVM shall open 15 minutes before the time scheduled for the EGM i.e. 4.15 p.m. IST and shall be closed after the expiry of 15 minutes after such scheduled time.

2. Members are encouraged to join the Meeting through Laptops for better experience. Further, Members will be required to grant access to the web-cam/ camera to enable two way video conferencing.

3. Members are advised to use stable Wi-Fi or LAN connection to participate at the EGM through VC in a smooth manner. Participants may experience audio/video loss due to fluctuation in their respective networks.

4. During the EGM, the Chairman will announce the start of voting through e-voting facility provided at the EGM.

5. Members who need assistance before or during the EGM, can contact Mr. Amit Vishal, Assistant Vice President or Ms. Pallavi Mhatre, Manager, NSDL on email ID: evoting@nsdl.co.in or call on Toll-free Nos.: 1800 1020 990 and 1800 224 430.

6. Members who would like to express their views or ask questions during the EGM may post their queries in the window ‘Ask Your Question’, by mentioning their name and demat account number/folio number.

7. In addition to the above-mentioned step, the Members may register themselves as a speaker for the EGM to express their views / ask questions during the EGM. Accordingly, the Members may follow the steps as mentioned in Point ‘C’ under “Step 1: Access to NSDL e-Voting system” between Monday, March 07, 2022 (9.00 a.m. IST) and Wednesday, March 09, 2022 (5.00 p.m. IST) i.e. the remote e-voting period. After successful login, Members will be able to register themselves as a speaker shareholder by clicking on the Speaker registration link available against the EVEN (119307) of Cummins India Limited and entering their contact details.The Company reserves the right to restrict the speakers at the EGM to only those Members who have registered themselves, depending on the availability of the time at the EGM.

8. E. Voting at the Extraordinary General Meeting: Those Members who are present in the Meeting through VC/OAVM facility and have not casted their vote on the resolutions through remote e-voting, can vote through e-voting facility available at the Meeting. Members who have already cast their votes through remote e-voting are eligible to attend the Meeting. However, those Members are not entitled to cast their vote again at the Meeting.

F. Other instructions:

1. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-off Date i.e. Thursday, March 03, 2022.

2. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at Cil.Investors@cummins.com. The same will be replied by the Company suitably.

3. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes Member of the Company after the dispatch of notice but on or before the Cut-off Date for e-voting i.e.Thursday, March 03, 2022, may obtain the User ID and Password by sending a request at evoting@nsdl.co.in or Issuer/RTA. However, if the Member is already registered with NSDL for remote e-voting, then existing User ID and Password can be used for casting votes. Members who have forgotten the User ID and Password can reset their Password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free nos. 1800 1020 990 and 1800 224430. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after the dispatch of notice but on or before the Cut-off Date for e-voting i.e. Thursday, March 03, 2022 may follow steps mentioned in the Notice of the EGM under “Access to NSDL e-Voting system”.

4. The Scrutinizer will submit his consolidated Report to the Chairman after the completion of scrutiny and the result of the voting will be declared within two working days of conclusion of the meeting. The declared results along with the Scrutinizer Report will also be displayed on the website of the Company at www.cumminsindia.com and will simultaneously be communicated to BSE Limited and National Stock Exchange of India Limited where equity shares of the Company are listed.

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ANNEXURE TO THE NOTICE

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and statement of additional Information as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to following items of the Notice:

Item No. 1

To approve additional material related party transaction(s) with Cummins Limited, UK

Under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), all Related Party Transactions shall require prior approval of the Audit Committee and all material Related Party Transactions shall require approval of the Shareholders. The said Regulation further provides a definition of the term ‘Material’ as follows:

“a transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last Audited Financial Statements of the Company.”

As a part of its regular business, the Company sells the internal combustion engines/gensets, their parts, accessories, and spares to Cummins Limited, UK at an arm’s length basis under the purchase orders raised from time to time.

At the 60[th] Annual General Meeting of the Company held on August 12, 2021, the shareholders of the Company had approved transactions upto R 50,000 Lakhs for the Financial Year 2021-22. Consequent to improvement in end-market condition in the ongoing Financial Year 2021-22, the aggregate value of these transactions is likely to exceed the limits as approved in the 60[th] Annual General Meeting by R 20,000 Lakhs, aggregating to amount of R 70,000 Lakhs for the Financial Year 2021-22 (“Cummins on-going transaction”).

Cummins Limited, UK is a subsidiary of Cummins Inc., USA which is also the holding company of the Company.

The Audit Committee of the Board of Directors of the Company reviewed the Cummins on-going transaction and recommended the same for approval by the Board of Directors at their meeting held on February 10, 2022. The Board of Directors at their meeting held on February 10, 2022 reviewed the Cummins on-going transaction and proposed the same to be placed before the Members for their approval.

The Members’ approval to the above material related party transaction is sought in terms of Regulation 23(4) of the SEBI Listing Regulations.

No Director or Key Managerial Personnel or their respective relatives are in any way, concerned or interested, financially or otherwise in this resolution.

The Board recommends the Ordinary Resolution at set out at Item No. 1 of the Notice for approval of the Members.

Item No. 2

To approve material related party transaction(s) with Cummins Technologies India Private Limited

Under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), all Related Party Transactions shall require prior approval of the Audit Committee and all material Related Party Transactions shall require approval of the Shareholders. The said Regulation further provides a definition of the term ‘Material’ as follows:

“a transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last Audited Financial Statements of the Company.”

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As a part of its regular business, the Company purchases internal combustion engines, gensets, turbochargers, their parts, components, and spares from Cummins Technologies India Private Limited (‘CTIPL’) at an arm’s length basis.

On account of increase in volume of activities and changes in transactions to achieve operational efficiencies, during Financial Year 2021-22, it is expected, purchases from CTIPL will be ‘Material’ going forward and therefore, transactions of an estimated amount not exceeding R 70,000 Lakhs for the Financial Year 2021-22 are proposed for approval of Members of the Company (“Cummins on-going transaction”).

CTIPL is a subsidiary of Cummins Inc., USA which is also the holding company of the Company.

The Audit Committee of the Board of Directors of the Company reviewed the Cummins on-going transaction and recommended the same for approval by the Board of Directors at their meeting held on February 10, 2022. The Board of Directors at their meeting held on February 10, 2022 reviewed the Cummins on-going transaction and proposed the same to be placed before the Members for their approval.

The Members’ approval to the above material related party transaction is sought in terms of Regulation 23(4) of the SEBI Listing Regulations.

No Director or Key Managerial Personnel or their respective relatives are in any way, concerned or interested, financially or otherwise in this resolution.

The Board recommends the Ordinary Resolution at set out at Item No. 2 of the Notice for approval of the Members.

Registered Office: Cummins India Office Campus, Tower A, 5[th] Floor, Survey no. 21, Balewadi, Pune 411 045 Place : Pune Date: February 15, 2022

By Order of the Board, For Cummins India Limited,

Vinaya Joshi Company Secretary Membership No. : A25096

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