SML Mahindra Limited — Proxy Solicitation & Information Statement 2022

May 27, 2022

SML/SEC/2022-035 27[th ] May, 2022

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Dy. General Manager- Corporate Relationship Department BSE Limited P.J Towers, Dalal Street Fort, Mumbai-400 001	The Secretary, National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot no. C/1, G Block Bandra- Kurla Complex Bandra(E),Mumbai – 400 051
Scrip Code: 505192	Scrip Code: SMLISUZU

Ref: Regulation 30 of the SEBI (LODR) Regulations, 2015 Subject: Postal Ballot Notice

Dear Sir/Madam,

Pursuant to the Regulation 30 of the SEBI (LODR) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement for seeking approval of the members of SML ISUZU Limited (“the Company”) on the following Special Businesses by way of Ordinary Resolutions as set out in the said Postal Ballot Notice, through remote e-voting:

1. Appointment of Mr. Kazuo Goda (DIN: 07572151) as Director of the Company liable to retire by rotation.

2. Appointment of Mr. Masaki Morohoshi (DIN: 07302404) as Director of the Company liable to retire by rotation.

The e-voting period will commence from Sunday, 29[th] May 2022, at 9.00 AM (IST) and shall end on Monday, 27[th] June, 2022, at 5.00 PM (IST). The e-voting module shall be disabled by National Securities Depository Limited (NSDL) for voting thereafter.

In compliance with the requisite circulars issued by Ministry of Corporate Affairs, the Notice of the Postal Ballot is being sent by electronic mode only to those members whose names appeared in the Register of Members/List of Beneficial Owners as maintained by the Company/ Depositories, respectively, as at close of business hours on Friday, May 27, 2022 (the ‘cut-off date’) whose e-mail addresses are registered with the Company/Depositories. The said Postal Ballot Notice is also available on the website of the Company at https://www.smlisuzu.com

You are requested to take the same on your records.

Thanking you,

For SML ISUZU Limited

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(PARVESH MADAN) Company Secretary & Compliance Officer pmadan@smlisuzu.com ACS-31266

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SML ISUZU LIMITED

Registered Office : Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr) Punjab-144533; Phone : (91)-1881-270255, Fax : (91) 1881-270223 CIN : L50101PB1983PLC005516 Website Address - https://www.smlisuzu.com/

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Members of the SML ISUZU LIMITED

NOTICE is hereby given that pursuant to the provisions of Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”), including any statutory amendment(s), modification(s), variation(s) or reenactment(s) thereto, for the time being in force and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“ MCA ”) for holding general meetings / conducting the process of postal ballot through remote e-voting vide General Circular Nos. 14/2020 dated 8[th] April, 2020; 17/2020 dated 13[th] April, 2020; 22/2020 dated 15[th] June, 2020; 33/2020 dated 28[th] September, 2020; 39/2020 dated 31[st] December, 2020; 10/2021 dated 23[rd] June, 2021 and 20/2021 dated 8[th] December 2021 including other circular issued in this regard, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), Secretarial Standard 2 issued by the Institute of Company Secretaries of India (ICSI) and other applicable laws and regulations, if any, the resolutions appended below are proposed to be passed by the members of the Company, by way of postal ballot through remote e-voting by electronic means only:

Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the 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), Mr. Kazuo (DIN: 07572151), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 5th August, 2021 pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.

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

ITEM No. 2

Appointment of Mr. Masaki Morohoshi (DIN: 07302404) as Director of the Company liable to retire by rotation

SPECIAL BUSINESS

To consider and pass, the following resolution as an Ordinary Resolution :

ITEM No. 1

Appointment of Mr. Kazuo Goda (DIN: 07572151) as Director of the Company liable to retire by rotation

To consider and pass, the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of

“ RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure

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Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Masaki Morohoshi (DIN: 07302404), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 1[st] April, 2022 pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized 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

For SML ISUZU LIMITED

has given his consent in writing to act as a Director.

The Company has also received notice under Section 160 of the Act from a member proposing the candidature of Mr. Kazuo Goda for the office a Director of the Company.

Mr. Goda’s knowledge and experience will be of immense value to the Company. Accordingly, the Board recommends the Ordinary Resolution set out at Item No 1 to the Notice.

Details of Mr. Kazuo Goda are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Save and except Mr. Kazuo Goda, none of the other Directors / Key Managerial Personnel of the Company / relatives of Directors and Key Managerial Personnel are, in any way, concerned or interested, financially or otherwise, in the resolution.

ITEM No. 2

(PARVESH MADAN) Company Secretary ACS-31266

Dated: 20.05.2022

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following statement sets out all material facts relating to the Special Business mentioned in the Notice:

ITEM NO: 1

Mr. Kazuo Goda (DIN: 07572151) has been appointed by the Board, on the recommendation of its Nomination & Remuneration Committee (NRC), as an Additional Director with effect from 5[th] August, 2021. He holds office up to the date of the ensuing Annual General Meeting of the Company pursuant to Section 161 of the Companies Act, 2013 ("the Act"). However, it is proposed that approval of the members be taken earlier through postal ballot.

Mr. Kazuo Goda is not disqualified to be appointed as a director in terms of Section 164 of the Act and

Mr. Masaki Morohoshi (DIN: 07302404) has been appointed by the Board, on the recommendation of its Nomination & Remuneration Committee (NRC), as an Additional Director with effect 1[st] April, 2022.

In accordance with the provisions of Section 149, 152 and all other applicable provisions of the Act, and in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), effective 1[st] January, 2022, a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of Mr. Masaki requires approval of the members 30[th] June, 2022.

Mr. Masaki Morohoshi is not disqualified to be appointed as a director in terms of Section 164 of the Act and has given his consent in writing to act as a Director.

The Company has also received notice under

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Section 160 of the Act from a member proposing the candidature of Mr. Masaki Morohoshi for the office a Director of the Company.

on the Company's website at https://www.smlisuzu.com/ , websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of MCS Share Transfer Agent Limited at www.mcsregistrars.com

It is the considered view of the Board that Mr. Morohoshi’s knowledge and experience will be of immense value to the Company. Accordingly, the Board recommends the Ordinary Resolution set out at Item No 2 to the Notice.

1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address which were communicated to members on 21[st] May, 2022 through public notice. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) provide details of folio number, e-mail address and self-attested copy of PAN card to M/s MCS Share Transfer Agent Limited at admin@mcsregistrars.com , if the shares are held in physical form.

Details of Mr. Masaki Morohoshi are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Save and except Mr. Masaki Morohoshi, none of the other Directors / Key Managerial Personnel of the Company / relatives of Directors and Key Managerial Personnel are, in any way, concerned or interested, financially or otherwise, in the resolution.

1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes the member after the Cut-Off Date should treat this notice for information purpose only.

By Order of the Board

For SML ISUZU LIMITED

(PARVESH MADAN) Company Secretary ACS-31266

Dated: 20.05.2022

6. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

Notes:

1. A statement pursuant to Section 102 (1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 27[th] May, 2022 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company/Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

3. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made there under, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated 9[th] December, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of National Securities Depository Limited (NSDL) as the agency to provide e-voting facility. The instructions for

3. This Postal Ballot Notice will also be available

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e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.

displayed on the Company’s website https://www.smlisuzu.com/ and on the website of NSDL www.evoting.nsdl.com and at the registered as well as corporate Office of the Company.

8. The e-voting period commences 9:00 A.M. (IST) on Sunday, 29[th] May, 2022 and ends at 5:00 P.M. (IST) on Monday, 27[th] June, 2022. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

at

14. General Guidelines for shareholders

• a) 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 kanwalcs@gmail.com with a copy marked to evoting@nsdl.co.in.

• The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Monday , 27[th] June, 2022.

• All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents or if seeking any query related to the items included in the postal ballot notice may send an email to investors@smlisuzu.com or pmadan@smlisuzu.com.

• b) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• The Company has appointed Mr. Kanwaljit Singh, a Practising Company Secretary, (Membership No: 5901; CP No. 5870) as the Scrutinizer, for conducting this Postal Ballot process through remote e-voting, in a fair and transparent manner and the required consent for such appointment has been received.

• c) 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.

• The Scrutinizer shall, after the conclusion of the e-voting on Monday , 27[th] June, 2022 , unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make scrutinizer’s report within the prescribed time. Such report shall contain details of the total votes cast in favour of or against, if any, and submit the report to the Chairman or a person authorized by the Board of Directors, who shall countersign the same and declare the result of the e-voting of the Postal Ballot forthwith. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on Monday, 27[th] June, 2022, being the last day of remote e-voting.

d) 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (evoting@nsdl.co.in) at evoting@nsdl.co.in.

1. Results of voting shall be declared within 48 hours from the time of conclusion of the remote e-voting. The results along with the Scrutinizers’ report would be intimated to the Stock Exchanges where securities of the Company are listed, Depositories and Registrar & Share Transfer Agent and will be

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PROCEDURE OF 'E-VOTING' :

instructions given herein below.

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1. E-VOTING FACILITY:

2. INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

• i. Pursuant to the provisions of Section 108 and other applicable provisions of the Act read with the Rules and Regulation 44 of Listing Regulations, as amended, read with circular dated 9[th] December, 2020 of SEBI on e-Voting Facility provided by Listed Entities, the Company is providing e-voting facility of National Securities Depository Limited (NSDL) to its members to exercise their right to vote on the proposed resolution by electronic means.

• ii. The e-voting facility will be available during the following period:

• Commencement of e-voting: 9:00 A.M. (IST) on Sunday, 29[th] May, 2022

• End of e-voting: 5:00 P.M. (IST) on Monday, 27[th] June, 2022

Once the Shareholder has exercised the vote, whether partially or otherwise, the Shareholder shall not be allowed to change it subsequently or cast the vote again .

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 Step 2: Cast your vote electronically

STEP 1 : ACCESS TO NSDL E-VOTING SYSTEM

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by National Securities Depository Limited (NSDL) upon expiry of the aforesaid period.

• iii. The manner of voting by (A) individual shareholders holding shares of the Company in demat mode, (B) Shareholders other than individuals holding shares of the Company in demat mode and Shareholders holding shares of the Company in physical mode, and (C) Shareholders who have not registered their e-mail address, is explained in the

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9[th] December, 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:

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

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NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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

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

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Individual		1.	Existing users who have opted for Easi / Easiest, they can login through their
Shareholders			user id and password. Option will be made available to reach e-Voting page
holding securities in			without any further authentication. The URL for users to login to Easi /
demat mode with			Easiest are https://web.cdslindia.com/myeasi/home/login or
CDSL			www.cdslindia.com and click on New 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
			athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
		4.	Alternatively, the user can directly access e-Voting page by providing demat
			Account Number and PAN No. from a link inwww.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.NSDL
			where the e-Voting is in progress.
Individual Shareholders (holding securities		1.	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.
in demat	mode)	2.	Once logged-in, you will be able to see e-Voting option. Click on e-Voting
login through their			option, you will be redirected to NSDL/CDSL Depository site after successful
depository			authentication, wherein you can see e-Voting feature.
participants

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1. 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.

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

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

**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 at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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.

1. Your User ID details are given below :

nd you can proceed to Step 2 i.e. Cast your vote our User ID details aregiven below :	electronically.
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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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 user 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. 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

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 etc.

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

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

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

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

C) 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. Shareholders may send a request to evoting@nsdl.co.in for procuring user ID and password for e-voting.

2. If shares are held in physical mode, please provide Folio Number, name of member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card)

3. In case shares are held in demat mode, please provide DP ID and Client ID (16-digit DP ID + Client ID or 16-digit beneficiary ID), name of member, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self attested scanned copy of Aadhaar Card).

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STEP 2: CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM.

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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 is in active status.

2. Select “EVEN” of SML ISUZU Limited (119874) for which you wish to cast your vote during the remote e-Voting period.

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

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

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

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

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

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Annexure-

Additional Information as per SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, is given below :

Name of the Director	Kazuo Goda	Masaki Morohoshi
Date of Birth (Age)	03.06.1967 (55 years)	06.04.1963 (59 Years)
DIN No	07572151	07302404
Original Date of Appointment	05.08.2021	01.04.2022
Qualification(s)	Bachelor Degree from Kyoto Sangyo University, Japan	Graduate from Waseda University, Japan
Experience (including expertise in specific functional area)	Mr. Kazuo Goda has been appointed as an Additional Director on the Board of the Company w.e.f. 05.08.2021. He joined Isuzu Motors Ltd. in 1990 and since then has held several positions in various departments including International Business Development Dept. and International Sales Dept. Presently, he is associated with Isuzu Vietnam Co., Ltd as Managing Director. Mr. Goda has been on the Board of SML Isuzu Limited from August, 2016 to June 2020. Mr. Goda has 30 years of rich global experience in International Business Development and International Sales.	Mr. Masaki Morohoshi has been appointed as an Additional Director on SML Board w.e.f. 01.04.e1e2022. He joined Sumitomo Corporation, Japan in April 1987 and since then has held several positions (at different places – Tokyo, Jakarta, Czech Republic, India) in various companies / departments including Steel Sheet Products & Non-Ferrous Products for Automotive Industries, Sales Administration, Automotive Steel Sheet Products Business & Steel Products Division. Presently, he is Corporate Officer and General Manager, Mobility Business Division 1, Sumitomo Corporation, Japan. Mr. Morohoshi has been on the Board of SML Isuzu Limited and the Chairman & Managing Director of Sumitomo Corporation India Private Limited from March, 2018 to March 2021. Mr. Morohoshi has over 34 years of rich global experience in the automotive business.
Terms and Conditions of appointment/re-appointment including detail of remuneration sought to be paid	Appointment on rotational basis and no remuneration (including sitting fee) is payable	Appointment on rotational basis and no remuneration (including sitting fee) is payable
Details of remuneration last drawn (FY 2021-22)	Nil	Nil
Board Membership of other companies [excluding SML ISUZU Limited] as on March 31, 2022	Isuzu Vietnam Co., Ltd. w.e.f. 01.04.2022	Sumitomo Corporation Global Metals Co. Ltd.

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Name of the Director	Kazuo Goda	Masaki Morohoshi
Chairman [C]/Member[M] of the Committee of the Board of Directors of the companies in which he/she is a director as on March 31, 2022	-	Nomination & Remuneration Committee of SML Isuzu Limited w.e.f 01.04.2022
No. of Board Meetings attended during FY 2021-22	4	NA
No. of shares held in the Company as on March 31, 2022	Nil	Nil
Relationship with other Directors and KMPs	None of the Directors of the Company are inter-se related to each other or with the Key Managerial Personnel(KMP)of the Company

Regd. Office & Works:

By Order of the Board

Village Asron,

For SML ISUZU LIMITED

Distt. Shahid Bhagat Singh Nagar (Nawanshahr), Punjab-144 533 Email: investors@smlisuzu.com CIN: L50101PB1983PLC005516 Website: https://www.smlisuzu.com/

(PARVESH MADAN) Company Secretary ACS-31266 Dated: 20.05.2022

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