Shanthi Gears Ltd. — AGM Information 2025

Jul 4, 2025

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SGL-09/Sec/2025-26 04[th] July, 2025

National Stock Exchange of lndia Limited Bombay Stock Exchange Limited Exchange Plaza, 5[th] Floor 1[st] Floor Plot No.C-1, Block G New Trading Ring, Rotunda Building Bandra-Kurla Complex P J Towers, Dalal Street Bandra (E), Fort, Mumbai 400 051 Mumbai 400 001 Stock Code: SHANTIGEAR Stock Code: 522034 Through NEAPS Through BSE Listing Centre

Dear Sir / Ma’am,

Sub: Notice of 52[nd] Annual General Meeting scheduled to be held on 30[th] July, 2025

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This is to inform, that the 52[nd] Annual General Meeting (AGM) of the members of the Company is scheduled to be held through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") on Wednesday, 30[th] July, 2025 at 4:30 p.m. (IST) in accordance with the relevant circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

The Annual Report along with the notice of AGM has been dispatched to all the eligible shareholders on 04[th] July, 2025 through e-mail only. A copy of the same is also available on the website of the Company viz., https://www.shanthigears.com/.

Please find enclosed the Notice of 52[nd] Annual General Meeting.

The Notice of the 52[nd] Annual General Meeting is uploaded on the website of the Company.

Kindly take the same on your records.

Thanking You,

Yours faithfully,

For Shanthi Gears Limited

JOSEPH DEVA Digitally signed by JOSEPH DEVA SAGAYAM SAGAYAM PITCHAI PITCHAI PILLAI WALTER PILLAI WALTER VASANTH VASANTH Date: 2025.07.04 16:56:42 +05'30'

Walter Vasanth P J Company Secretary & Compliance Officer

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SHANTHI GEARS LIMITED

Registered Office: 304-A, Trichy Road, Singanallur, Coimbatore-641 005, Tamil Nadu Tel: 91-422-4545745 ; Fax: 91-422-4545700 Website: www.shanthigears.com ; e-mail: waltervasanthpj@shanthigears.murugappa.com

CIN: L29130TZ1972PLC000649

NOTICE OF THE 52[ND ] ANNUAL GENERAL MEETING

Notice is hereby given that the 52[nd] Annual General Meeting of the Members of Shanthi Gears Limited will be held on Wednesday, the 30[th] day of July 2025 at 4.30 p.m. through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following business (hereinafter referred to as “e-AGM”):

Ordinary Business

1. Adoption of Financial Statements

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT March 2025, the Audited Financial Statements of the Company for the financial year ended 31[st] the Report of the Board of Directors and the Auditor’s Report thereon, be and are hereby received and adopted.

2. Declaration of Dividend

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT a final dividend of Rs.2/- per share (@ 200%) has been recommended by the Board for the financial year 2024-25 and together with the Interim Dividend of Rs.3/- per equity share (@300%), already declared and paid, in respect of the financial year 2024-25, Rs.5/- per share (@ 500%) will be considered as the total Dividend for the said financial year 2024-25.

RESOLVED FURTHER THAT in respect of shares held in electronic form, the dividend be paid to the beneficial holders of the dematerialised shares as per details furnished by the depositories for this purpose.

3. Re-appointment of Mr. Arun Venkatachalam as Director who retires by rotation

Ordinary Resolution: To consider and if deemed fit, to pass the following resolution as an

RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Arun Venkatachalam (DIN-09511997), Director, who retires by rotation at the 52[nd] Annual General Meeting, be and is hereby re-appointed as Director of the Company liable to retire by rotation.

Special Business

4. To consider and approve the alteration of Articles of Association of the Company as per Companies Act, 2013

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

RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013, read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to such other requisite approvals, if any, in this regard from appropriate authorities and terms(s), condition(s), amendment(s), modification(s), as may be required or suggested by any such appropriate authorities, and agreed to by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall include any Committee), the consent of the shareholders be and is hereby accorded for alteration of the Articles of Association of the Company by replacing the existing set of Articles of Association of the Company with a new set of Articles of Association, in conformity with the provisions of the Companies Act, 2013 and the applicable SEBI Listing Regulations.

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52[nd] Annual Report 2024-25

5. To consider the Appointment of Secretarial Auditor

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, if any, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. Sridharan & Sridharan Associates, Company Secretaries (Firm Registration number – P2022TN093500) be and are hereby appointed as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years, from Financial Year 2025-26 till Financial Year 2030-31.

RESOLVED FURTHER THAT Mr. Walter Vasanth P J, Company Secretary of the Company be and is hereby authorised to file necessary forms with Central Government or any other Statutory Authority(s) in this regard.

6. To consider the Appointment of Cost Auditor and to fix his remuneration

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 148(3) 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), the remuneration payable during the financial year 2025-26 to Mr. B Venkateswar, Cost Accountant having Membership No. 27622 and holding Registration No.100753 appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2025-26, amounting to Rs.80,000/- (Rupees Eighty Thousand Only) plus applicable taxes, as may be applicable, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.

By Order of the Board

Coimbatore 24 April 2025

Walter Vasanth P J Company Secretary

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52[nd] Annual Report 2024-25

Notes

a. Convening of Annual General Meeting through Video Conferencing/other Audio Visual Means facility:

Pursuant to the General Circular No. 09/2024 dated September 19 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold EGM/AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM/AGM shall be conducted through VC/OAVM. The deemed venue for the e-AGM shall be the registered office of the Company.

b. Quorum:

The attendance of the Members attending the e-AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

The Members can join the e-AGM in the VC/OAVM mode 15 (fifteen) minutes before the scheduled time of the commencement of the e-AGM. The Company may close the window for joining the VC/OAVM facility 15 (fifteen) minutes after the scheduled time to start the e-AGM. The facility of participation at the e-AGM through VC/OAVM will be made available for 1,000 (one thousand) Members on first-come-first-served basis. This will not include large shareholders (shareholders holding 2% (two per cent) or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee and Auditors of the Company, who are allowed to attend the e-AGM without restriction on account of first-come-first served basis.

c. Proxy(ies):

Pursuant to the provisions of the Act, a Member entitled to attend and vote at an AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member. Since this e-AGM is being held pursuant to the MCA Circulars through VC/OAVM facility, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the e-AGM and hence the proxy form and attendance slip are not annexed to this Notice.

d. Explanatory Statement:

An explanatory statement as per Section 102 of the Act in respect of the business under Item No. 3 to 6 of this Notice, proposed to be transacted at the e-AGM, is annexed to this Notice.

e. Corporate Representations:

Pursuant to the provisions of Section 113 of the Act, body corporate Members who intend their authorised representative(s) to attend the e-AGM are requested to send, to the Company, a certified copy of the resolution of its board of directors or other governing body, authorizing such representative(s) along with the respective specimen signature(s) of those representative(s) authorised to attend the e-AGM through VC/OAVM facility and participate thereat and cast their votes through e-voting. The said resolution/authorization shall be sent to the scrutinizer by e-mail through its registered email address to rsaevoting@gmail.com with a copy marked to evoting@nsdl.com.

f. Queries:

Members 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 waltervasanthpj@shanthigears. murugappa.com. Questions/queries received by the Company till 05.00 p.m. (IST) on Sunday 27[th] July 2025 shall only be considered and responded during the e-AGM. Members who would like to express their views or ask questions during the AGM may register themselves as a Speaker by sending an email to waltervasanthpj@ shanthigears.murugappa.com company time before 05.00 p.m. (IST) on Sunday 27[th] July 2025, mentioning their name, demat account number/folio number, email id and mobile number. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

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52[nd] Annual Report 2024-25

The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM, depending on availability of time.

The queries may be raised precisely and in brief to enable the Company to answer the same suitably depending on the availability of time at the AGM.

g. Dispatch of Notice through electronic means and inspection of documents:

In terms of Sections 101 and 136 of the Act, read with the rules made thereunder, the listed companies may send the Notice of AGM by electronic mode. Pursuant to the said provisions of the Act read with MCA Circulars, SEBI Circular, electronic copy of the Notice of the e-AGM of the Company is being sent to all the Members whose e-mail address are registered with the Company/RTA (defined below)/depository participant(s).

The Members may also note that the Notice of the e-AGM will also be available on the Company’s website www.shanthigears.com and on the website of Stock Exchanges (where the shares of the Company are listed i.e. BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com and also on the website of NSDL www.evoting.nsdl.com for download. Members may note that relevant documents referred in the Notice shall be made available at the registered office of the Company during business hours (09.30 a.m. to 05.30 p.m.) on all working days up to the date of the AGM, in accordance with applicable statutory requirement based on request received by the Company for inspection at waltervasanthpj@shanthigears.murugappa.com. The relevant document(s)/registers for inspection during the AGM will be made available electronically.

For Members who have not received the Notice due to change/non-registration of their e-mail address with the Company/RTA (defined below)/depository participants, they may request, for the Notice, by sending an email at evoting@nsdl.com. Post receipt of such request and verification of records of the Members, the Members would be provided soft copy of the Notice and the Annual Report. It is clarified that for registration of email address, the shareholders are however requested to follow due procedure for registering their email address with the Company/RTA (defined below) in respect of physical holdings and with the depository participants in respect of electronic holdings. Those Members who have already registered their email addresses are requested to keep their email addresses validated with their depository participants/RTA (defined below)/Company to enable servicing of notices/documents/annual reports electronically to their email address.

The Members who have not received any communication regarding this e-AGM for any reason whatsoever, and are eligible for vote are also entitled to vote and may obtain the User ID and password or instructions for remote e-voting by contacting NSDL between 09:00 a.m. IST to 05:00 p.m. IST on all working days, except Saturday and Sunday at evoting@nsdl.com.

Any person becoming a Member after the dispatch of Notice of the AGM and holding shares as on the cut-off date i.e. Wednesday 23[rd] July 2025 may obtain the User ID and password by referring to the e-voting instructions attached to this Notice and also available on the Company’s website www.shanthigears.com and the website of NSDL viz., www.evoting.nsdl.com. Alternatively, Member may send request providing the email address, DP ID/ Client ID, mobile number, number of shares held and self-attested PAN copy via email to evoting@nsdl.com for obtaining the Notice of AGM.

h. Scrutinizer:

The Board of Directors, at its meeting held on 24[th ] April 2025, has appointed Mr. M.R.L. Narasimha, Practicing Company Secretary (C.P. 799 No.), as the “Scrutinizer” to scrutinize the remote e-voting and e-voting at the AGM in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of the Company or a person authorized by him in writing, after completion of the scrutiny of the remote e-voting and e-voting at the e-AGM. The results will be announced by the Chairman of the Company or any director/company secretary of the Company as may be authorised by the Chairman of the Company within two working days from the conclusion of the AGM and will be posted on the Company’s website viz. www.shanthigears.com and will also be posted on the website of National Securities Depository Limited (“NSDL”) at www.evoting@nsdl.com. The results shall also be intimated to the Stock Exchanges where the securities of the Company are listed.

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52[nd] Annual Report 2024-25

i. Electronic voting:

In compliance with provisions of Sections 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Listing Regulations and Secretarial Standard – 2, the Company is providing remote e-voting facility to enable Members to cast their votes electronically on the matters included in this Notice. For this purpose, the Company has engaged the services of NSDL to provide e-voting facility to enable the Members to cast their votes electronically. The facility of casting votes by a Member using remote e-voting system as well as e-voting at the e-AGM will be provided by NSDL. Members are requested to follow the procedure as stated in the instructions of this Notice for casting of votes electronically.

The cut-off date for determining the Members eligible to vote on resolutions proposed to be considered at the meeting is Wednesday, 23[rd ] July 2025. The remote e-voting period will commence on Sunday 27[th ] July 2025 (9:00 a.m. IST) and ends on Tuesday, 29[th ] July 2025 (5:00 p.m. IST). The remote e-voting will not be allowed beyond the aforesaid date and time. The remote e-voting module shall be disabled thereafter.

The resolutions will be deemed to have been passed on the date of the meeting, if approved by the requisite majority.

Only those Members whose names are appearing on the ‘Register of Members’/’List of Beneficial Owners’ of the Company as on the cut-off date, shall be entitled to cast their vote through remote e-voting or voting through VC/ OAVM at the e-AGM, as the case may be. A person who is not a Member on the cut-off date should treat this Notice for information purpose only.

The Members who have cast their vote by remote e-voting prior to the AGM may also attend and participate in the proceedings of the AGM through VC/OAVM but shall not be entitled to cast their votes again. The Members can opt for only one mode of voting i.e. remote e-voting or e-voting at the AGM. In case of voting by both the modes, vote cast through remote e-voting will be considered final and e-voting at AGM will not be considered. Members must note that voting by show of hands will not be available at the Meeting in terms of the aforesaid provisions.

j. Voting Rights:

Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the cut-off date being Wednesday, 23[rd] July 2025.

1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred in the Notice will be available for inspection in electronic mode. Members can send an email for the purpose to waltervasanthpj@shanthigears.murugappa.com.

2. Unclaimed/Unpaid Dividend:

Pursuant to the provisions of Section 124 of the Act, the amounts of dividends declared and remaining unpaid/ unclaimed pertaining to the financial year 2016-17 and 2017-18 are transferred to the Investors Education and Protection Fund Authority (IEPF Authority). Details of unpaid/ unclaimed dividends lying with the Company as on 31[st] March 2025 are available on the website of the Company at www.shanthigears.com and the Ministry of Corporate Affairs at www.iepf.gov.in.

3. Compulsory transfer of Equity Shares to IEPF Authority:

As per Section 124(5) of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2017 (IEPF Rules) and amendments made thereto, all shares in respect of which dividends remain unpaid or unclaimed for a consecutive period of seven years or more are required to be transferred to the demat account of IEPF Authority. Pursuant thereto, the Company has transferred the underlying shares in respect of which dividends remained unclaimed for a consecutive period of seven years.

The Members/claimants whose shares, have been transferred to IEPF may approach the Company for issue of Entitlement Letter. Upon receipt of Entitlement Letter, Members/claimants shall have to file an application with IEPF Authority in webform IEPF-5 (available on www.iepf.gov.in). The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

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52[nd] Annual Report 2024-25

4. Final Dividend

The final dividend of Rs. 2/- per share (representing 200% on face value of Re.1/- per share), as recommended by the Board of Directors of the Company, if declared at the AGM, will be paid on or before 27[th] August 2025, but within 30 days from the declaration of dividend at the AGM, as provided in the Act, to those Members whose names appear on the Register of Members of the Company or in the books of National Securities Depository Limited/Central Depository Services (India) Limited as beneficiaries in respect of dematerialised shares, on 19[th] July 2025 being the Cut-off Date fixed for this purpose.

5. Tax Deducted at Source (TDS) on Dividend

• i. Shareholders may note that in terms of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend income will be taxable in the hands of Shareholders w.e.f. April 1 2020, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates, as provided in the Finance Act, 2020 and amendments thereof. Shareholders are requested to update their valid PAN, i.e., PAN linked with Aadhaar with MUFG Intime India Private Limited (in case of shares held in physical mode) and with their respective depository participants (in case of shares held in demat mode).

• ii. Resident shareholders may also submit any other document as prescribed under the IT Act to claim a lower/nil withholding of tax. PAN is mandatory for members providing Form 15G/15H, to avail the benefit of non-deduction of tax at source. The resident shareholders may write to waltervasanthpj@shanthigears. murugappa.com. on or before 05[th] August 2025. Shareholders are requested to note that in case their PAN is not registered/valid, the tax will be deducted at a higher rate of 20%.

• iii. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to uploading the mandatory documents, i.e., No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, and any other document which may be required to avail the tax treaty benefits, The Non - resident shareholders may write to waltervasanthpj@ shanthigears.murugappa.com. on or before 05[th] August 2025.

• iv. Dividend will be paid subject to deduction of income tax at source (TDS) at applicable rates. In respect of resident individuals, if the dividend payment is in excess of Rs. 5,000/- (collectively for all folios with the same PAN) for the entire financial year, the TDS will be at the rate of 10%. For all other categories of shareholders, please refer to the TDS rates provided in the Income Tax Act/Rules.

• v. Shareholders who have not furnished return with Income Tax Authority for the immediately preceding previous year for which the due date of filing has expired, and aggregate of TDS is Rs.50,000/- or more in such preceding previous year, the TDS will be deducted at twice the applicable rate for such shareholder considering its residential status.

• vi. The documents submitted in this regard, are subject to verification by the Company and in case of ambiguity, the Company reserves its right to deduct the TDS as per the provisions of the Income Tax Act, 1961.

6. Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars and Share Transfer Agent, MUFG Intime India Private Limited cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Members holding shares in electronic form are, therefore, advised to intimate any change in their address or bank mandates to their respective Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates to MUFG Intime India Private Limited, Registrars and Share Transfer Agent.

7. Mandatory furnishing of PAN, bank account details, KYC details and nomination by shareholders holding shares in physical mode

• a. Members holding shares in physical mode are requested to note that SEBI vide its circular SEBI/HO/ MIRSDMIRSD_RTAMB/P/CIR/2021/655 dated November 3 2021, has made it mandatory for holders of physical securities to furnish PAN, bank account details, email address, mobile number, postal address (KYC details), and to register their nomination or opt-out of nomination. SEBI has notified forms for the purpose, as detailed below:

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52[nd] Annual Report 2024-25

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Form Description
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Form	Description
Form ISR-1	Request for registering PAN, bank account details, KYC details or changes/up-dation thereof
Form ISR-2	Confrmation of Signature of securities holder by the Banker
Form SH-13	Nomination form
Form ISR-3	Declaration for Nomination opt-out
Form SH-14	Change in Nomination

Members holding shares in physical mode are requested to send the duly filled forms i.e., Form ISR-1, Form ISR-2, Form SH-13 or Form ISR-3 and along with requisite documents as mentioned in the respective forms to the address of MUFG Intime India Private Limited (RTA), Registrars and Share Transfer Agent.

b. Compulsory linking of PAN and Aadhaar

The Central Board of Direct Taxes (CBDT) mandated linking PAN with Aadhaar number on or before June 30 2023. PAN linked with Aadhaar numbers shall only be considered as valid PAN. All shareholders holding shares in physical form are requested to submit valid PAN to RTA and RTA shall accept valid PAN only.

c. Freezing of Folios

• i. Folios in which PAN is/are not valid, i.e., PAN not linked to Aadhar as on March 31 2023 or any other date as may be specified by Central Board of Direct Taxes, shall be frozen thereafter.

• ii. Such Folios wherein any one of the referred documents mentioned in (a) above/details are not available on or after April 01 2023, shall be frozen and shareholders shall be eligible for receipt of dividend through electronic mode only after submission of the complete documents/details as referred in (a) above.

• iii. After December 31 2025, the frozen folios shall be referred by RTA/Company to the Administering Authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002.

• Shareholders are also requested to ensure that their PAN is linked to Aadhar by June 30 2023, or any other date as may be specified by the CBDT and also update the bank account details, KYC details, i.e., email address, mobile number, postal address, etc. as referred to in (a) above to avoid freezing of their folio.

8. Issuance of securities only in demat mode

As per the Regulation 39 and 40 of the Listing Regulations, the Company shall issue securities in dematerialized form only while processing any requests from shareholders holding shares in physical mode in respect of i. Issue of duplicate securities certificate; ii. Claim from Unclaimed Suspense Account; iii. Renewal/Exchange of securities certificate; iv. Endorsement; v. Sub- division/Splitting of securities certificate; vi. Consolidation of securities certificates/ folios; vii. Transmission and viii. Transposition (“service requests”).

The shareholders shall submit duly filled up Form ISR-4 along with requisite documents to RTA.

The RTA/ Company shall verify and process the service requests and thereafter issue a “Letter of Confirmation” to the shareholders in lieu of the physical share certificates. The “Letter of Confirmation” shall be valid for 120 days from the date of its issuance within which shareholders shall make a request to the Depository Participant for dematerializing the said shares. In case the shareholder fails to submit the demat request within the aforesaid period, RTA/Company shall credit the securities to Suspense Escrow Demat Account of the Company.

9. Mandatory furnishing of Valid PAN, KYC details and Nomination etc. by shareholders

Shares held in demat form

SEBI has mandated updation of valid PAN, i.e., linking of PAN with Aadhaar, Nomination or opt out of nomination and updation of KYC details, i.e., Name, Address, Valid PAN, Valid mobile number, Valid email-id and Income Range in the demat account of shareholders holding shares in demat mode.

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52[nd] Annual Report 2024-25

The demat accounts wherein the above details have not updated for all the 6 KYC attributes, such demat accounts would have been frozen for debits. Shareholders holding shares in demat mode are requested to approach their Depository participants and update the details at the earliest.

Shares held in physical form

SEBI vide its Circular dated March 16 2023 mandated furnishing of PAN, KYC details (i.e. postal address with pin code, email address, mobile number, bank account details) and Nomination details by holders of physical securities. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant. In terms of the above Circular, folios of physical shareholders wherein any one of the above said details such as PAN, email address, mobile number, bank account details and nomination are not available, are required to be frozen with effect from October 1 2023 and such physical shareholders will not be eligible to lodge grievance or avail service request from the RTA of the Company and will not be eligible for receipt of dividend in physical mode. Further, Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. Such frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002, after 31[st] December 2025.

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52[nd] Annual Report 2024-25

Annexure to the Notice

Details of the Director seeking re-appointment at the 52[nd] Annual General Meeting vide item no. 3 of the notice dated 24[th] April 2025

[Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards on General Meetings]

Mr. Arun Venkatachalam (DIN-09511997)

Mr. Arun Venkatachalam, is currently the Non-Independent Non-Executive Chairman of the Company. Mr. Arun Venkatachalam is liable to retire by rotation at this AGM pursuant to Section 152(6) of the Companies Act, 2013 and being eligible has offered himself for re-appointment.

The profile of Mr. Arun Venkatachalam, in brief and other details required to be provided pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided below for the consideration of the Members. The Company has received the requisite consent and disclosure forms from him.

Mr. Arun Venkatachalam is an MBA Graduate from the London Business School. He has over a decade of experience in both Financial Services & Operations. He serves on the Board of Directors of Payswiff Technologies Private Limited (A Subsidiary of Cholamandalam Investment and Finance Company Limited) and Mavco Investments Private Limited, etc., and also holding directorship in the companies detailed below:

Details of other Directorships and Committee memberships held by Mr. Arun Venkatachalam excluding foreign companies are as follows:

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Director Committee Membership
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Director	Committee Membership
Mavstar Investments Private Limited Mavsky Enterprises Private Limited Mavnu Investments Private Limited Mavco Investments Private Limited Payswif Technologies Private Limited	Audit Committee Nil Stakeholders Relationship Committee Nil Nomination & Remuneration Committee Nil Corporate Social Responsibility Committee Nil Risk Management Committee Nil

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the following information is furnished about the Directors proposed to be re-appointed

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Name of Director Mr. Arun Venkatachalam
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Name of Director	Mr. Arun Venkatachalam
DIN	09511997
Brief profle and experience	Mr. Arun Venkatachalam has over a decade of experience in both Financial Services & Operations. He serves on the Board of Directors of Payswif Technologies Private Limited (A Subsidiary of and Mavco Investments Private Limited).
Date of Birth	11.11.1989
Date of Appointment initial	09.05.2023

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52[nd] Annual Report 2024-25

Qualifcation	MBA from the London Business School
Term and conditions of Appointment	Non-Executive Non-Independent Director, liable to retire by rotation.
Remuneration proposed To be paid	Sitting fees and commission as approved by the Board of Directors/Shareholders in accordance with applicable provisions of law.
Nature of expertise in functional areas	Mr. Arun Venkatachalam has his expertise on Business strategy, Leadership and Technology.
Disclosure of relationships between directors inter se	Nil
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years	Nil
Shareholding of directors in the listed entity, including shareholding as a benefcial owner	Nil

Mr. Arun Venkatachalam does not hold any equity shares of the Company. He has attended Four board meetings of the Company held during the FY 2024-25.

Except Mr. Arun Venkatachalam, being the appointee, none of the Directors and Key Managerial Personnel, and their relatives, is concerned or interested, financially or otherwise, in the Resolution relating to his appointment as a Director.

Statement in respect of the Special Business under item nos. 4 & 5 (pursuant to Section 102 of the Companies Act,

2013) of the Notice dated 24[th] April 2025

[Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards on General Meetings]

Item No.4

Pursuant to the provisions of Section 14 and any other applicable provisions of the Companies Act, 2013 read with the applicable Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force), subject to the approval of the members of the Company and such other approvals, consents, permissions and sanctions as may be necessary, the consent of the Board of Directors be and is hereby accorded for alteration of the Articles of Association of the Company by replacing the existing set of Articles of Association of the Company with a new set of Articles of Association, in conformity with the provisions of the Companies Act, 2013 and the applicable SEBI Listing Regulations.

The Articles of Association (“AOA”) of the Company as presently in force are based on the erstwhile Companies Act, 1956 and several regulations in the existing AOA are no longer in conformity with the Companies Act, 2013. Further several regulations/articles of the existing AOA of the Company require alteration or deletion pursuant to changes in applicable laws. Therefore, it is considered expedient to wholly replace the existing AOA by a new set of Articles.

None of the Directors or Key Managerial Personnel of the Company and/or their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

Item No. 5

The Board of Directors of the Company on the recommendation of Audit Committee, approved and recommended for approval of shareholders, the appointment and remuneration of M/s. Sridharan & Sridharan Associates, Company Secretaries as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015. (“SEBI LODR Regulations”).

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52[nd] Annual Report 2024-25

Brief Profile:

M/s. Sridharan & Sridharan Associates, Company Secretaries is a peer-reviewed partnership firm based in Chennai, led by Mr. R. Sridharan, Managing Partner and former President of the Institute of Company Secretaries of India (ICSI). He has over four decades of experience in corporate laws, securities laws, secretarial audits, FEMA, and related compliances, and has been in practice since 1999. His leadership has been instrumental in advising listed and unlisted companies on complex legal and compliance matters. The firm is supported by two other partners, strengthening its multidisciplinary capabilities. They serve a wide range of corporate clients across various sectors, including manufacturing, financial services, and insurance (including NBFCs), information technology and IT-enabled services, pharmaceuticals, automobiles, edu-tech, infrastructure, which also includes several top 250 listed entities based on market cap. They offer broad range of services including secretarial audits, corporate law advisory, SEBI and FEMA compliance, labour law audits, and due diligence.

Pursuant to Regulation 24A of SEBI LODR Regulations, M/s. Sridharan & Sridharan Associates, Company Secretaries is proposed to be appointed for a term of five consecutive years from Financial Year 2025-26 till Financial Year 2030-31. The proposed remuneration to be paid for Financial Year 2025-26 is Rs. 1,20,000/- exclusive of applicable taxes and out of pocket expenses.

The Company will not avail any services prohibited under Listing Regulations read with SEBI Circular dated 31[st ] December 2024 from the Secretarial Auditor. The Company may avail other services at a remuneration as may be mutually agreed with the Secretarial Auditors and approved by the Board. No material change is proposed in the remuneration payable to the Secretarial Auditors as compared to the Financial Year 2024-25.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise in the aforesaid Ordinary Resolution.

Item No.6

The Board of Directors of the Company on the recommendation of Audit Committee, approved the appointment and remuneration of Mr. B Venkateswar, Cost Accountant, to conduct the audit of cost records of the Company for the Financial Year 2025-26.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rules 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditor during the Financial Year 2025-26 as set out in the resolution for the aforesaid service to be rendered by him. The Board recommends the Resolution for approval by the Shareholders of the Company.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise in the aforesaid Ordinary Resolution.

Coimbatore 24 April 2025

By Order of the Board Walter Vasanth P J Company Secretary

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52[nd] Annual Report 2024-25

The detailed instructions for members for remote e-voting and joining general meeting are as under:

The remote e-voting period begins on Sunday, 27[th] July 2025 at 09.00 A.M. (IST) and ends on Tuesday, 29[th ] July 2025 at 05.00 P.M.(IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/Beneficial Owners as on the record date (cut-off date) i.e. Wednesday 23[rd ] July 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday 23[rd] July 2025.

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 and joining virtual meeting 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 Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 or joining virtual meeting & voting during the meeting. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices. nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, 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 ore-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 or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. 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 Verifcation Code as shown on the screen. After successful

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52[nd] Annual Report 2024-25

• l 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 or joining virtual meeting & voting during the meeting.

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

• 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 or joining virtual meeting & voting during the meeting. 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.

• 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.

• 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.

Individual You can also login using the login credentials of your demat account through your Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, (holding securities you will be able to see e-Voting option. Click on e-Voting option, you will be redirected in demat mode) 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 login through will be redirected to e-Voting website of NSDL for casting your vote during the remote their depository e-Voting period or joining virtual meeting & voting during the meeting. participants

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.

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52[nd] Annual Report 2024-25

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

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Login type Helpdesk details
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Login type	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.comor call at 022 - 4886 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 athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33

B) 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.

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.

1. Your User ID details are given below:

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Manner of holding shares i.e. Demat (NSDL or
Your User ID is:
CDSL) or Physical
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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 Benefciary ID For example if your Benefciary 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

1. Password details for shareholders other than Individual shareholders 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. 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.

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52[nd] Annual Report 2024-25

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.**

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

2. 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.

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

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

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

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

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

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

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

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 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 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 rsaevoting@gmail.com with a copy marked to evoting@nsdl.com.

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 or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Manager, NSDL, at evoting@nsdl.com.

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52[nd] Annual Report 2024-25

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 rnt.helpdesk@in.mpms.mufg.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16digit 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 rnt.helpdesk@in.mpms.mufg.com 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 and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.com 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.

Instructions for members for e-voting on the day of the AGM are as under:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

Instructions for members for attending the AGM through VC/OAVM are as Under:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access 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 company name. You are requested to click on 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. Please note that the 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.

2. Members are encouraged to join the Meeting through laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. 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 waltervasanthpj@shanthigears.murugappa.com on or before 05.00 P.M. on Sunday 27[th] July 2025. The same will be replied by the Company suitably.

By Order of the Board

Coimbatore 24 April 2025

Walter Vasanth P J Company Secretary

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