Subros Ltd. — Proxy Solicitation & Information Statement 2023

Apr 17, 2023

SL/BSE/NSE/2023-24/ April 17, 2023

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. \ ett ID: SUBROS y, \ Seeurty ID: 517168 yy,

a The Manager, I 4 Dy. General Manager, I

Dear Sir/Madam,

Sub: Postal Ballot Notice

Ref: Regqulation 30 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015

With reference to our letter dated March 29, 2023, 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 Thursday, April 20, 2023 at 9.00 A.M. (IST) and ends on Friday, May 19, 2023 at 5.00 P.M (IST). The results of the Postal Ballot will be declared on or before Tuesday, May 23, 2023 at 5.00 PM. (IST). 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 Digitally signed by Hemant Kumar Kumar Agarwal Date: 2023.04.17 Agarwal 16:18:34 +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. Phasel, Noida 201304, Distt: Gautam Budh Nagar (U.P.} Tel: +91 120 4021000, 1202562226, 2460135 | Fax: +91 120 2562783 Website: www.subros.com | CIN: L74899DL1985PLC020134

SUBROS LUMITED

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.subroscom

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; 03/2022 dated May 5, 2022; and 11/2022 dated December 28, 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 reenactment thereof for the time being in force, and as amended from time to time) and other applicable laws and regulations, that the Ordinary Resolution(s) as set out below are 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.subroscom [PostalBallotNotice.html 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 March 29, 2023 has appointed Mr. Ravi Sharma, (Membership No. FCS 4468 & Certificate of Practice No. 3666), Partner of M/s RSM & Co. Practicing Company Secretaries, New Delhi 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 Thursday, 20" April, 2023, 9.00, am. (IST) and ends on Friday, 19" May, 2023, at 5.00 p.m. (IST). 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 or before Tuesday, 23" May, 2023, at 5.00 p.m.

The said results shall be communicated to BSE (www.bseindiacom) 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.html and on the website of NSDL (www.evoting.nsdl.com).

SPECIAL BUSINESSES:

Item No. 1: Approval for appointment of Mr. Naohisa Kuriyama (DIN: 10047865), Nominee Director

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, 161 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 SEB (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); relevant Agreement; Articles of Association of the Company; recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors; consent of Shareholdersbe and is hereby accorded for the appointment of Mr. Nachisa Kuriyama (DIN: 10047865) as Nominee Director of M/s DENSO Corporation, Japan with effect from 29" March, 2023.

RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include CEO / CFO or any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution"

Item No. 2: Approval for appointment of Dr. Yasuhiro lida (DIN: 07144682), Alternate Director

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, 161 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); 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 Dr. Yasuhiro lida (DIN: 07144682) as an Alternate Director to Nominee Director of DENSO Corporation, Japan.

RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include CEO / CFO or any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution"

By Order of the Board

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

New Delhi, March 29, 2023 Registered office: LGF, World Trade Centre, Barakhamba Lane New Delhi — 110 001

IMPORTANT NOTES

1. 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.

2. 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 Friday, April 14, 2023. 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.

3. 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 cut-off date should treat this notice for information purpose only.
4. Resolution(s) 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.
5. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Friday, May 19, 2023 i.e., the last date of Remote E-Voting process.
6. 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.
7. 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.
8. For shares held in electronic form: to their Depository Participants (DPs).
9. For shares held in physical form: to the Company/ Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Circulars.
10. The formats for Nomination and Updating of KYC details in accordance with the SEBI Circular(s) are available on the Company's website at www.subros.com /noticetoshareholders.html.

General information and instructionsrelating to remote e-voting

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

Step 1: Access to NSDL e-Voting system

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

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email 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
Individual Shareholders holding mode with demat securities in NSDL	NSDL IDeAS e-Services website Existing user the can Viz. visit of 1. https//eservices.nsdl.com either on a Personal Computer or on a mobile. On the e Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User ID Password. After successful authentication, you will be able to see e-Voting and services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e Voting service provider i.e. NSDL and you will be re-directed to e-Voting website NSDL for casting your vote during the remote e-Voting period. of
	registered for IDeAS e-Services, option to If you are not register is available at https//eservices.nsdl.com. IDeAS "Register Online for Select Portal" or click at https://eservices.nsdl.com/SecureWeb/lIdeasDirect Req jsp
	URL Open NSDL. web browser e-Voting website typing the by the Visit of 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 Code as shown on the screen. After successful a Verification 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.
	Shareholders/M embers can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.
	NSDL Mobile App is available on a App Store B Google Play

Individual Shareholders holding mode with demat securities in CDSL	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
	After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
	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 Shareholders (holding securities in demat mode) login through depository their participants	credentials of your demat account through your You can login using the login also Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be NSDL for casting your vote during the remote e-Voting redirected to e-Voting website of period.

Important note: Shareholders 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	Shareholders facing any technical issue in login can contact NSDL helpdesk evoting@nsdl.co.in or call at 022-4886 7000 and by sending a request at 022-2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Shareholders facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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

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

• 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, 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 hitps//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.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Shareholders 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 INBOQ 12** your then user ID ID is is 10% #xx
b) For Shareholders who hold shares in demat account with CDSL.	16 Digit Beneficiary ID example your Beneficiary For ID {Orr is if {2 xxsrrrraaaxs your then user ID is EERE EERE
¢) For Shareholders holding shares in Physical Form.	Number Number EVEN followed by Folio registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001 ***

• 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.
• How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• 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?" (If 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.
• Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• Now, you will have to click on "Login" button.
• After you click on the "Login" button, Home page of e-Voting will open.

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

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

• 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.
• Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• Now you are ready for e-Voting as the Voting page opens.
• 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.
• Upon confirmation, the message "Vote cast successfully" will be displayed.
• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 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.
• 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.
• 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 022-4886 7000 and 022-2499 7000 or send a request at evoting@nsdl.co.in or contact Mr. Soni Singh, Assistant Manager or at 8376913413.

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

• 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.
• 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.
• Alternatively shareholders/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 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 BUSINESSES PURSUANT TO SECTION 102 OF THECOMPANIES ACT, 2013

Item No.1

Mr. Naohisa Kuriyama (DIN: 10047865) has been appointed by the Board of Directors as Nominee Director of M/s DENSO Corporation, Japan, in terms of the relevant Agreement, with effect from 29" March, 2023, in place of Mr. Hidemasa Takahashi at its meeting held on March 29, 2023.

In terms of Regulation 17(1C) of the Listing Regulations, a listed entity shall ensure that the approval of the Shareholders for the 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. Since it would be necessary to obtain approval of the Shareholders on or before 28™ June, 2023 in terms of the provisions of the Listing Regulations, it is proposed to obtain approval of the Shareholders for his appointment by way of Postal Ballot. The Nomination and Remuneration Committee of the Board of Directors have recommended appointment of Mr. Naohisa Kuriyama as Nominee Director.

Mr. Kuriyama is presently the Head of Function Unit supervising development of products in the Passenger Vehicle Thermal Systems Business Unit within the Thermal Systems Business Group of DENSO Corporation, Japan. He graduated from Yokohama National University, Japan in Faculty of Engineering in 1992 and has vast experience in research and development with specialized knowledge in the air-conditioning systems and Thermal Group in various divisions of DENSO. He has supported globally the Thermal branches for research and development in the areas like North America, Europe, China, etc.

Except for Mr. Naohisa Kuriyama, Dr. Yasuhiro lida and Mr. Tomoaki Yoshimori, none of the Directors or Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed resolution.

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

Item No.2

Dr. Yasuhiro lida (DIN: 07144682), has been appointed by the Board of Directors as Alternate Director to Nominee Director of DENSO Corporation, Japan, in terms of the Nomination Letter, with effect from 29™ March, 2023 and pursuant to section 161 of the Companies Act, 2013.

In terms of Regulation 17(1C) of the Listing Regulations, a listed entity shall ensure that the approval of the Shareholders for the 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. Since it would be necessary to obtain approval of the Shareholders on or before 28™ June, 2023 in terms of the provisions of the Listing Regulations, it is proposed to obtain approval of the Shareholders for his appointment by way of Postal Ballot. The Nomination and Remuneration Committee of the Board of Directors have recommended appointment of Dr. Yasuhiro lida as Alternate Director.

Dr. lida has been associated with DENSO Corporation, Japan since 1985 and started his professional journey with Production Engineering Division as Director in August 2008, where he led the development of production systems for components in six different areas such as thermal, diesel, gasoline and ceramic. In 2011, Dr. lida was appointed as President of DENSO Thailand Co. Limited and in 2012 he was assigned as Executive Director of DENSO Corporation. In 2015, he was appointed as CEQ in the Asia-Pacific region (President, DENSO International Asia Limited). In 2018, he was appointed as Head of Thermal Systems Business Group and in 2021; he was named as the Head of Global Production Center. In 2022, as a head of Purchasing Group, he led significant business of promoting carbon neutrality, digital transformation and BCP. Dr. Yasuhiro lida is presently the Chairman & Managing Director of DENSO International India Private Limited.

Except for Dr. Yasuhiro lida, Mr. Naohisa Kuriyama and Mr. Tomoaki Yoshimori, none of the Directors or Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed resolution.

The Board of Directors recommends passing of the Resolution as set out in Item No. 2 of the Notice as an Ordinary Resolution.

By Order of the Board

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

New Delhi, March 29, 2023

Registered office: LGF, World Trade Centre, Barakhamba Lane New Delhi —110 001

The additional information under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard-2 is placed below:

Particulars	Mr. Naohisa Kuriyama (DIN: 10047865 )	Dr. Yasuhiro lida (DIN: 07144682)
Age (years)	56	62
Qualification	Yokohama Graduate from National University, Japan in Faculty of Engineering in 1992.	Graduate from Waseda University with a Mechanical Engineering degree in 1985. PhD Production System Engineering in from Nagoya Institute of Technology
Brief profile	Please details the the refer to in explanatory statement	Please details the the refer to in explanatory statement
Nature expertise of experience	He is presently the Head of Function Unit supervising development of products in the Passenger Thermal Systems Vehicle Business Unit within the Thermal Systems DENSO Group Business Corporation, of Japan. He has vast experience in research development and specialized with knowledge in the air-conditioning systems and Thermal Group in various divisions of DENSO. supported He globally has Thermal branches research and for development North areas the like in America, Europe, China, etc.	He was appointed as President of DENSO Thailand Co. Limited and in 2012; he was assigned as Executive Director of DENSO Corporation. In 2015, he was appointed CEO Asia-Pacific region the as in DENSO International (President, Asia Limited). He is presently the Chairman & DENSO Managing Director of International India Private Limited. the
Terms Conditions & of appointment	Please the details the refer to in explanatory statement	Please the details the refer to in explanatory statement
Remuneration Details of sought to be paid	Nil	Nil
Remuneration last drawn	Not applicable	Not applicable
appointment Date of first on the Board	29.03.2023	29.03.2023
Shareholding the in Company (including shareholding as a beneficial owner)
Relationship with other Directors, Manager and other Key Managerial Personnel
Number board of attended meeting(s) during the year	None
	DENSO Kirloskar Industries Private Limited	DENSO International Private India Limited
Other directorships		DENSO Haryana Private Limited
		DENSO Kirloskar Industries Private Limited
Memberships / Chairmanship of committees
Name of listed entities from where the person has resigned in the past three years		Subros Limited Nominee Director of DENSO (a) Corporation, Japan from 8" August, 2016 to 30™ March, 2021. Alternate Director to Mr. Hidemasa (b) Takahashi from 25" January, 2023. to 29" March, 2023