Subros Ltd. — Proxy Solicitation & Information Statement 2022

Nov 23, 2022

SL/BSE/NSE/2022-23/ November 23, 2022

The Manager, Dy. General Manager, Listing Department, Department of Corporate Services, National Stock Exchange of India Ltd., BSE LIMITED, 'Exchange Plaza' C-1 , Block G, First Floor, P.J. Towers, Bandra-Kurla Complex, Bandra (E), Dalal Street, Fort, Mumbai-400 051, Mumbai — 400001. Security ID: SUBROS Security ID: 517168

Dear Sir/Madam,

Sub: Postal Ballot Notice

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

With reference to our letter dated November 11, 2022, we are enclosing herewith a copy of Notice of Postal Ballot seeking approval of the Shareholders.

In Compliance with relevant circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the Notice of Postal Ballot has been sent to all Shareholders of the Company whose email addresses are registered with the Company/ Depository Participants(s).

The Remote E-Voting period commences on Friday, November 25, 2022 at 9.00 A.M. (IST) and ends on Saturday, December 24, 2022 at 5.00 P.M. The results of the Postal Ballot will be declared on Tuesday, December 27, 2022 at 5.00 P.M. The Postal Ballot Notice is also available on the website of the Company at www.subros.com/PostalBallotNotice.html and NSDL at www.evoting.nsdl.com.

We request you to kindly take the same on your records.

Thanking you,

Yours faithfully, For SUBROS LIMITED

Hemant bisitaly signea by Hemant Kumar Kumar Agarwal Date: 2022.11.23 Aga wal 17:41:43 +05'30

Hemant K. Agarwal CFO & VP (Finance)

SUBROS LIMITED

Corporate & Registered Office: LGF, World Trade Centre, Barakhamba Lane, New Delhi 110001 (India). Tel: 23414946-49 | Fax: 01123414945 Noida Office: B-188. Phase - Il, Noida 201304, Distt: Gautam Budh Nagar (U.P.) Tel: +91 120 4021000, 1202562226, 2460135 | Fax: +91 120 2562783 Website: www.subros.com | CIN: L74899DL1985PLC020134

Regd. Office: LGF, World Trade Centre, Barakhamba Lane, New Delhi-110001 (CIN: L74899DL1985PLC020134)

Phone: 011-23414946-49, Fax: 011-23414945, E-mail: rakesh.arora@subros.com, Website: www.subros.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013)

Dear Shareholder(s),

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), and the Companies (Management and Administration) Rules, 2014 ("Rules") read together with the General Circular Nos. 14/2020 dated April 8, 2020; 17/2020 dated April 13, 2020; 22/2020 dated June 15, 2020; 33/2020 dated September 28, 2020; 39/2020 dated December 31, 2020; 10/2021 dated June 23, 2021; 20/2021 dated December 8, 2021 and 03/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs ("MCA Circulars"), Secretarial Standard on General Meetings, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time) and other applicable laws and regulations, that the Ordinary Resolution as set out below is proposed to be passed by Shareholders of the Company through Postal Ballot by way of Remote E-Voting process.

In accordance with the MCA Circulars, the Company will send Postal Ballot Notice ("Notice") by email to the Shareholders whose email addresses are registered with the Company/Depositories and accordingly please follow the process provided in this Notice. The Notice is also available on the Company's website at www.subros.com/PostalBallotNotice.htm| and on the website of the Stock Exchanges i.e. BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") and on the website of National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Notice.

The Board of Directors ("the Board") of the Company at its meeting held on November 11, 2022 has appointed Mr. Ravi Sharma, (Membership No. FCS 4468 & Certificate of Practice No. 3666), Partner of M/s RSM & Co., Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot / Remote E-Voting process in a fair and transparent manner.

The Remote E-Voting period commences on Friday, November 25, 2022 at 9.00 a.m. (IST) and ends on Saturday, December 24, 2022 at 5.00 p.m. The Scrutinizer shall submit his report to the Chairperson of the Company or a person authorised by her upon completion of the scrutiny of the votes cast through remote e-voting. The results of Postal Ballot along with the Scrutinizer Report will be declared on Tuesday, December 27, 2022 at 5.00 p.m.

The said results shall be communicated to BSE (www.bseindia.com) and NSE (www.nseindia.com) where the shares of the Company are listed. The results shall also be placed on the website of the Company www.subros.com/PostalBallotNotice.htm!] and on the website of NSDL (www.evoting.nsdl.com).

Special Business:

Item No. 1: Approval for appointment of Mr. Hisashi Takeuchi (DIN: 07806180) as Nominee Director of the Company

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

"RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the relevant Rules made thereunder; Regulation 17(1C) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable laws (including any statutory modification(s) or re-enactment thereof for the time being in force); Agreement; Articles of Association of the Company; recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors; consent of Shareholders be and is hereby accorded for the appointment of Mr. Hisashi Takeuchi (DIN: 07806180) as Nominee Director of M/s Suzuki Motor Corporation, Japan, who shall be liable to retire by rotation, with effect from 1 October, 2022.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to execute all such agreements, documents, instruments and writings as deemed necessary, to file requisite forms or applications with statutory/ regulatory authorities, with power to alter and vary the terms and conditions of the said appointment and settle all questions, difficulties or doubts that may arise in this regard, as they may in their sole and absolute discretion deem fit and to do all such acts, deeds, matters and things as may be considered necessary and appropriate and to delegate all or any of its powers herein conferred to any Committee(s)/ Director(s)/ Officer(s) of the Company, to give effect to this resolution."

By Order of the Board

Parmod K. Duggal Whole-time Director & CEO (DIN: 02382912)

New Delhi, November 11, 2022 Registered office: LGF, World Trade Centre, Barakhamba Lane New Delhi - 110 001

IMPORTANT NOTES

• The explanatory statement pursuant to Section 102 and 110 of the Act read with applicable rules framed thereunder concerning the special business in as sets out above is annexed hereto and forms part of this Notice.

• In view of Covid-19 Pandemic, pursuant to the MCA Circulars issued from time to time by the Ministry of Corporate Affairs, this Notice is being sent to the Shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories on cut-off date November 18, 2022. Shareholders may please note that the Notice will also be available on the Company's website at www.subros.com/PostalBallotNotice.html and websites of the Stock Exchanges i.e. BSE, NSE and NSDL.

• In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the Remote E-Voting process. Physical copies of the Notice and pre-paid business reply envelopes are not being sent to Shareholders for this Postal Ballot. A person who is not a Shareholder on the cutoff date should treat this notice for information purpose only.

• Resolution passed by the Shareholders through Postal Ballot is deemed to have been passed as if it has been passed at a general meeting of the Shareholders.

• 1. The resolution, if passed by the requisite majority, shall be deemed to have been passed on December 24, 2022 i.e., the last date of Remote E-Voting process.

• All the relevant documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the remote e-voting process. Shareholders seeking to inspect such documents can send an email to rakesh.arora@subros.com.

• Shareholders are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:

General information and instructions relating to remote e-voting

Step 1: Access to NSDL e-Voting system A) Login method for e-Voting for Individual Shareholders holding securities in demat mode

Stock Exchanges i.e. BSE, NSE and NSDL.		MICR code, IFSC code, etc.:
accordance withprovisionstheInShareholders can vote only through the Remote E-Votingprocess. Physical copies of the Notice and pre-paid businessreply envelopes are not being sent to Shareholders for thisPostal Ballot.off date should treat this notice for information purpose only.	MCAof theCirculars,A person who is not a Shareholder on the cut	sharesform:electronica.ForheldtheirtoinDepository Participants (DPs).For shares held in physical form: to the Company/b.Registrar and Transfer Agent in prescribed Form ISR-1 andother forms pursuant to SEBI Circulars.The formats for Nomination and Updating of KYC details in
Resolution passed by the Shareholders through Postal Ballot isdeemed to have been passed as if it has been passed at ageneral meeting of the Shareholders.		accordance with the SEBICircular(s) are available on theCompany'swww.subros.com/websiteatnoticetoshareholders.htm .
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 systemA) Login method for e-Voting for Individual Shareholders holding securities in demat modemodedematallowedsecuritiesareinVoting facility.	to vote throughtheir dematLogin method for Individual shareholders holding securities in demat mode is given below:	In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holdingaccountmaintainedDepositoryDepositoriesandwithParticipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-
Type of Shareholders	Login Method
Individual Shareholders holdingsecurities in demat mode withNSDL	IDeASExistingusercan1.for casting your vote during the remote e-Voting period.If youregisterednotarehttps://eservices.nsdl.com.	NSDLe-ServiceswebsitethevisitofViz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the eServices home page click on the "Beneficial Owner" icon under "Login" which isavailable under 'IDeAS' section , this will prompt you to enter your existing User IDand Password. After successful authentication, you will be able to see e-Voting servicesunder Value added services. Click on "Access to e-Voting" under e-Voting servicesand you will be able to see e-Voting page. Click on company name or e-Votingservice provider i.e. NSDL and you will be re-directed to e-Voting website of NSDLfor IDeASe-Services,option toregister is available at
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jspe-VotingwebsitetheVisit3.	Select "Register Online for IDeASPortal"or click atOpenwebbrowserNSDL.typingURL:bytheofhttps://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Oncethe home page of e-Voting system is launched, click on the icon "Login" which isavailable under 'Shareholder/Member' section. A new screen will open. You will haveto 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

	e-Voting period.	authentication, you will be redirected to NSDL Depository site wherein you can see eVoting page. Click on company name or e-Voting service provider i.e. NSDL and youwill be redirected to e-Voting website of NSDL for casting your vote during the remoteShareholders/Members can also download NSDL Mobile App "NSDL Speede" facilityby scanning the QR code mentioned below for seamless voting experience.NSDL Mobile App is available on€ App Storee Google Play
Individual Shareholders holdingsecurities in demat mode withCDSL	=registration option.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing userid and password. Option will be made available to reach e-Voting page without anyfurther authentication. The users to login Easi / Easiest are requested to visit CDSLwebsite www.cdslindia.com and click on login icon & New System Myeasi Tab and thenuser your existing myeasi username & password.After successful login the Easi / Easiest user will be able to see the e-Voting option foreligible companies where the e-Voting is in progress as per the information provided bycompany. On clicking the e-Voting option, the user will be able to see e-Voting page ofthe e-Voting service provider for casting your vote during the remote e-Voting period.Additionally, there is also links provided to access the system of all e-Voting ServiceProviders, 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 websitewww.cdslindia.com and click on login & New SystemMyeasi Tab and then click onAlternatively, the user can directly access e-Voting page by providing Demat AccountNumber and PAN No. from e-Voting link available on www.cdslindiaccom home page.The system will authenticate the user by sending OTP on registered Mobile & Email asrecorded in the Demat Account. After successful authentication, user will be able to seethe e-Voting option where the e-voting is in progress and also able to directly access thesystem of all e-Voting Service Providers.
Individual Shareholders (holdingsecurities in demat mode) loginthrough their depositoryparticipants	You can alsoperiod.	login using the login credentials of your demat account through yourDepository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in,you will be able to see e-Voting option. Click on e-Voting option, you will be redirected toNSDL/CDSL Depository site after successful authentication, wherein you can see e-Votingfeature. Click on company name or e-Voting service provider i.e. NSDL and you will beredirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
Password option available at abovementioned website.Depository i.e. NSDL and CDSL.		Important note: Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and ForgetHelpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Login typeIndividual Shareholders holding securities indemat mode with NSDL		Helpdesk detailsNSDLShareholderstechnicalcontactfacinganylogincanissueinevoting@nsdl.co.in or call at toll freehelpdesk by sending a request at
Individual Shareholders holding securities indemat mode with CDSL		no.: 1800 1020 990 and1800 22 44 30ShareholdersCDSLanytechnicalcontactfacingissuelogincaninhelpdesk.evoting@cdslindia.comhelpdesk by sendingrequest atoracontact at toll free no. 1800 22 55 33

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 indemat mode with NSDL	NSDLShareholderscontactanytechnicalfacingissuelogincaninhelpdesk by sending a request atevoting@nsdl.co.in or call at toll freeno.: 1800 1020 990 and1800 22 44 30
Individual Shareholders holding securities indemat mode with CDSL	CDSLShareholderscontactfacinganytechnicalissuelogincaninhelpdesk.evoting@cdslindia.comhelpdesk by sendingrequest atoracontact at toll free no. 1800 22 55 33

• 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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. Anew 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 te. 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 ie. Cast your vote electronically.

B)	Methodfor Shareholders other thanLoginIndividual	shareholders holding securities in demat mode and
	shareholders holding securities in physical mode.
	How to Log-in to NSDL e-Voting website?
1.2.	either on a Personal Computer or on a mobile.homeOncepagee-Votingsystemlaunched,theofis	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/underwhich"Login"availableonicontheclickis
3.	'Shareholder/Member' section.	Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on
4.	can proceed to Step 2 ie. Cast your vote electronically.YourUser ID details are given below :	Alternatively, if you are registered for NSDL eservices te. IDEAS, you can log-in at https://eservices.nsdl.com/ with yourexisting IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you
	Manner of holding shares i.e. Demat (NSDL or	Your User ID is:
	CDSL) or Physicala) For Shareholders who hold shares in demataccount with NSDL.	8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300*** and Client IDis 12****** then your user ID is IN30012***,
	b) For Shareholders who hold shares in demataccount with CDSL.	16 Digit Beneficiary IDexampleyourBeneficiaryForIDifisJOtkRRKRRRAEER =othen =o youruserID _is1 DERRRRRRRERER AK
	For ShareholdersholdingsharesPhysicalinc)Form.	NumberNumberEVENfollowedbyFolioregistered with the companyFor example if folio number is 001*** and EVEN is101456 then user ID is 101456001***
5.a)b)c)	Password details for shareholders other than Individual shareholders are given below:If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.system will force you to change your password.Howto retrieve your 'initial password'?dematIf yourregisteredyouremailIDin(i)isphysical form. The .pdf file contains your 'User ID' and your 'initial password'.(ii)	If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which wascommunicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and thecompany,accountpassword'youror withthe'initialcommunicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open theemail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held inIf your email ID is not registered, please follow steps mentioned below in process for those shareholders
	whose email ids are not registered.If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
	option available on https://www.evoting.nsdl.com.
))	Password?"PhysicalUserResetyouare(lfwww.evoting.nsdl.com.	mode)holdingoptionsharesphysicalin
6.a)¢)d)	of NSDL.	Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL)availableIf you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.inmentioning your demat account number/folio number, your PAN, your name and your registered address etc.Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system
	After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
7.8.	Now, you will have to click on "Login" button.

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) Howto 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.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on https://www.evoting.nsdl.com.
• )) Physical User Reset Password?" (lf you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• ¢) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.

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

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

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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 contact@csrsm.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on evoting@nsdl.co.in to reset the password.
• 1. 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 evoting@nsdl.co.in or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in or contact Soni Singh, Assistant Manager or at 8376913413.

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 resolution set out in this notice:

• 1. 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 Aadhaar Card) by email to admin@mcsregistrars.com, or rakesh.arora@subros.com.
• 1. Shares are held in demat mode:, Please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhaar Card) to admin@mcsregistrars.com or rakesh.arora@subros.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 for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholders/members may send a request to evoting@nsdl.co.in for procuring user id and password for evoting by providing above mentioned documents.
• 1. 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.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Mr. Hisashi Takeuchi (DIN:07806180), has been appointed by the Board of Directors as Nominee Director of M/s Suzuki Motor Corporation ("SMC"), Japan, in terms of the Agreement, with effect from 1 October, 2022, in place of Mr. Kenichi Ayukawa at its meeting held on August 5, 2022 pursuant to section 161 of the Act. He has been associated with SMC since 1986 and started his professional journey with Overseas Marketing Department, Europe Group of SMC. In 1996, he joined the Overseas Marketing Department, Oceania Group of SMC and was promoted in 1997 as Director (Marketing and Sales) of Suzuki Australia PTY Ltd. Thereafter, he worked at various levels as Deputy Managing Director /Managing Director, Magyar Suzuki Corporation; Global Automobile Planning Department and India Automobile Department; Global Business Administration & Planning Division; Asia Automobile Marketing / India Automobile Department at SMC. Mr. Hisashi Takeuchi is presently that Managing Director & Chief Executive Officer of Maruti Suzuki India Limited since April, 2022.

In terms of regulation 17(1C) of the Listing Regulations, the appointment of every director is required to be approved by the Shareholders and accordingly, the approval is being sought.

None of the other Directors or Key Managerial Personnel of the Company except Mr. Hisashi Takeuchi, Director is concerned or interested financial or otherwise in the Resolution set out at Item No. 1 of this Notice.

The Board of Directors recommends passing of the Resolution as set out in Item No. 1 of the Notice as an Ordinary Resolution.

By Order of the Board

Parmod K. Duggal Whole-time Director & CEO (DIN: 02382912)

New Delhi, November 11, 2022 Registered office: LGF, World Trade Centre, Barakhamba Lane New Delhi - 110 001

Additional information under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard-2

	Additional information under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and the Secretarial Standard-2
Particulars		Mr. Hisashi Takeuchi (DIN:07806180)
Age (years)		58
Qualification		Graduate from the faculty of Economics, Yokohama National University Japan
Brief profile		Please refer to the details in the explanatory statement
Nature of expertise / experience		Area of Global Automobile Marketing and is presently the Managing Director& Chief Executive Officer of Maruti Suzuki India Limited
Terms & Conditions of appointment		Please refer to the details in the explanatory statement
Details of Remuneration sought to be paid		Nil
Remuneration last drawn		Not applicable
Date of first appointment on the Board		01.10.2022
Shareholding in the Company(including shareholding as a beneficial owner)		Nil
Relationship with other Directors,Manager and other Key ManagerialPersonnel		None
Number of board meeting(s)		One
attended during the yearOther directorships		Public Companies: Maruti Suzuki India Ltd, Krishna Maruti Ltd,SKH Metals LtdPrivate Companies:Marelli Powertrain India Pvt. Ltd,Maruti Suzuki Toyotsu India Pvt. Ltd, DENSO India Pvt. Ltd.
Memberships / Chairmanship ofcommittees		Maruti Suzuki India LimitedMember - Stakeholders' Relationship Committee / CSR Committee /Risk Management CommitteeMarelli Powertrain India Private LimitedMember — CSR Committee
Name of listed entities from where theperson has resigned in the past three years		None