Sundram Fasteners Ltd. — AGM Information 2025

Jun 6, 2025

GOPALAKRIS HNAN ANAND BABU

Digitally signed by GOPALAKRISHNAN ANAND BABU DN: c=IN, o=Personal, postalCode=600088, st=Tamil Nadu, serialNumber=D811BCBC1CBB3CBA3D D81D6257A1CF8A5124DFBDA9C6413 927ACD1A52C08D79B, cn=GOPALAKRISHNAN ANAND BABU Date: 2025.06.06 09:29:39 +05'30'

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Notice of the 62[nd] Annual General Meeting to the Members

NOTICE is hereby given that the Sixty Second Annual General Meeting of the Members of the Company will be held on Monday , June 30, 2025 at 10.00 a.m. IST (Indian Standard Time) through Video Conference (‘VC’)/Other Audio Visual Means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS

To consider and if thought fi t, to pass the following items of business, as Ordinary Resolutions:

1. To adopt the Audited Financial Statement for the year ended March 31, 2025 along with the Report of the Board of Directors and Auditor’s thereon.

2. “RESOLVED THAT the Audited fi nancial statement including the consolidated fi nancial statement for the year ended March 31, 2025 together with the Auditor’s Report thereon and the Report of the Board of Directors for the fi nancial year ended on that date be and are hereby approved and adopted.”

3. To appoint Ms Preethi Krishna (DIN: 02037253), who retires by rotation, as a Director of the Company and being eligible offers herself for re-appointment.

“ RESOLVED THAT Ms Preethi Krishna (DIN: 02037253), who retires by rotation and being eligible for re-appointment is hereby re-appointed as a Director of the Company.”

SPECIAL BUSINESS

To consider and if thought fi t, to pass the following items of business, as Ordinary Resolutions:

1. To appoint M/s. Sriram Krishnamurthy & Co. (formerly known as M/s S Krishnamurthy & Co.), Practicing Company Secretaries, Chennai as Secretarial Auditors of the Company.

“RESOLVED THAT pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifi cation(s) or re-enactment(s) thereof for the time being in force) and upon recommendation of the Audit Committee and the Board of Directors, the consent of the Shareholders be and is hereby accorded for the appointment of M/s. Sriram Krishnamurthy & Co. (formerly known as S Krishnamurthy & Co.), Practicing Company Secretaries, Chennai [(Registration Number: P1994TN045300) (Peer Review No: 739/2020) with the Institute of Company Secretaries of India] as Secretarial Auditors of the Company to conduct Secretarial Audit and issue the Secretarial Audit Report under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for a period of 5 consecutive years, from the fi nancial year 2025-26 until the fi nancial year 2029-30, to hold offi ce till conclusion of the Annual General Meeting to be held during the year 2030, at a remuneration and on such terms and conditions as may be determined or modifi ed by the Board of Directors of the Company from time to time in compliance with the applicable laws, in addition to reimbursement of travelling and other out-of-pocket expenses actually incurred by them in connection with the audit.”

1. To ratify the remuneration payable to the Cost Auditor for the fi nancial year ending March 31, 2026.

“ RESOLVED THAT pursuant to Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 5,00,000/- (Rupees Five Lakhs Only), in addition to reimbursement of travel and out-of-pocket expenses, payable to Sri P Raju Iyer, Practicing Cost Accountant, (Membership No. 6987) who was appointed as Cost Auditor of the Company for the fi nancial year ending March 31, 2026, as recommended by the Audit Committee and approved by the Board of Directors of the Company, be and is hereby ratifi ed.”

By Order of the Board

G ANAND BABU

Senior Manager – Finance & Company Secretary

Chennai April 30, 2025

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

Agenda No 3

Appointment of M/s. Sriram Krishnamurthy & Co., Practicing Company Secretaries, Chennai as Secretarial Auditors of the Company

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) notifi ed vide SEBI notifi cation dated December 12, 2024, the Audit Committee and the Board of Directors at their respective meetings held on April 30, 2025 have approved and recommended the appointment of M/s. Sriram Krishnamurthy & Co., Practicing Company Secretaries, Chennai [(Registration Number: P1994TN045300) (Peer Review No: 739/2020) issued by the Institute of Company Secretaries of India] for a term of 5 consecutive years to hold offi ce from 2025-26 until the fi nancial year 2029-30, to hold offi ce till conclusion of the Annual General Meeting to be held during the year 2030, on the following terms and conditions:

• A. Term of appointment: For a term of 5 consecutive years from 2025-26 until the fi nancial year 2029-30 till the conclusion of the Annual General Meeting to be held during the year 2030.

• B. Proposed Fees: The remuneration proposed to be paid at the time of appointment is ` 7.00 lakhs per annum in addition to reimbursement of travelling and out-of-pocket expenses actually incurred by them in connection with the audit. It is proposed to delegate powers to the Board of Directors to vary or modify the terms and conditions of appointment including the remuneration payable, subject to compliance with applicable laws, during the tenure of appointment.

The fee shall be determined based on the knowledge, expertise, industry experience, time and efforts required to be put in by them. The fees for services in the nature of certifi cations and other professional work will be in addition to the secretarial audit fee as above.

• C. Scope of Audit: The scope of audit shall be as prescribed under the LODR Regulations and the Companies Act, 2013, as may be amended from time to time.

• D. Basis of recommendation and credentials of Secretarial auditor:

The recommendations are based on the fulfi lment of the eligibility criteria and qualifi cation prescribed under the LODR Regulations read with guidelines issued by the Institute of Company Secretaries of India (ICSI), with regard to the experience of the fi rm, capability, independent assessment, audit experience and also based on the evaluation of the quality of audit work done by them in the past.

M/s. Sriram Krishnamurthy & Co., is a fi rm of practicing company secretaries established in the year 1997, primarily engaged in providing secretarial audit, governance, compliance management services. The fi rm has experience in providing consulting services for multinational companies, Non-banking Financial Companies and handling the secretarial audits of large listed entities. The fi rm holds a valid Peer Review Certifi cate No. 739/2020 issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI).

The Board believes that M/s. Sriram Krishnamurthy & Co.’s experience of conducting secretarial audit for large listed companies and knowledge of the legal and regulatory framework will be invaluable to the Company in ensuring continued adherence to compliance requirements under various applicable laws.

M/s. Sriram Krishnamurthy & Co. have given their consent to act as Secretarial Auditors of the Company and confi rmed that their aforesaid appointment (if made) would be compliant with the requirements prescribed under the LODR Regulations and the guidelines issued by the ICSI and fulfi ls the eligibility requirements to issue report under Section 204 of the Companies Act, 2013 read with Rules made thereunder.

The Board recommends the proposal for appointment of M/s. Sriram Krishnamurthy & Co., Practicing Company Secretaries, Chennai as Secretarial Auditors, for approval of the Shareholders by way of an Ordinary Resolution.

No Director or Key Managerial Personnel or their relative is concerned or interested in this item of business.

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Agenda No 4

Ratifi cation of the remuneration payable to the Cost Auditor for the fi nancial year ending March 31, 2026

Pursuant to Section 148 of the Companies Act, 2013 (“Act”) read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a Cost Auditor to conduct the audit of the cost records of the Company, for the fi nancial year ending March 31, 2026.

Sri P Raju Iyer, FICWA, ACS, MIMA, MBA (UK), M Phil, Practicing Cost Accountant (Membership No. 6987) was appointed as the Cost Auditor of the Company for the fi nancial years ended March 31, 2014 to March 31, 2025 for conducting the Cost Audit as mandated by the Act. Pursuant to the recommendation of the Audit Committee, the Board has considered and approved the re-appointment of Sri P Raju Iyer, Practicing Cost Accountant, as the Cost Auditor for the fi nancial year ending March 31, 2026 at a remuneration of ` 5,00,000/- (Rupees Five Lakhs Only) in addition to reimbursement of travel and out-of-pocket expenses.

The proposal for remuneration as set out in the Notice is placed for consideration and ratifi cation of the shareholders by way of an Ordinary Resolution.

The Board recommends the resolution set forth in the notice (Agenda No 4) for approval by the shareholders.

No Director or Key Managerial Personnel or their relative is concerned or interested in this item of business.

By Order of the Board

G ANAND BABU

Senior Manager – Finance & Company Secretary

Chennai April 30, 2025

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PARTICULARS OF DIRECTORS AS REQUIRED TO BE FURNISHED UNDER (SS-2) SECRETARIAL STANDARD ON GENERAL MEETINGS/ SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

AGENDA NO 2

AGENDA NO 2
Name	Ms Preethi Krishna
Age	59 years
Director Identif cation Number	02037253
Qualif cation	B.Sc. (Physics), Stella Maris College, M.A. Public Management, University of Madras, M.B.A., Simon School of Business, University of Rochester, New York, USA.
Experience	Ms Preethi Krishna started her career in Sundram Fasteners Limited in the year 1988 and thereafter worked in Whirlpool Corporation between 1991-1994. Presently, she holds the position as a non-executive director in the Company.
Date of f rst appointment on the Board	July 05, 2017
Shareholding in the Company	Nil
Current remuneration (last drawn remuneration)	`13.10 lakhs per annum
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Daughter of Sri Suresh Krishna, Chairman and Non-Executive Director and sister of Ms Arathi Krishna, Managing Director and Ms Arundathi Krishna, Joint Managing Director.
Number of meeting of the Board attended during the year	1 (One) meeting attended during the f nancial year 2025-26 out of the 1 (One) meeting held/ conducted.
Other Directorships, Memberships / Chairperson of Committees of other Boards	Name of the Company Directorship Committee Membership TVS Next Inc. Director - Sundram International Inc. Director -
Nature of expertise in specif c functional area	Corporate Strategy and General Management

NOTES:

1. The Ministry of Corporate Affairs (“MCA”) vide its circular dated September 19, 2024 read with circulars dated April 8, 2020, April 13, 2020, May 5, 2020, June 15, 2020, September 28, 2020, December 31, 2020, January 13, 2021, December 14, 2021, May 5, 2022, December 28, 2022 and September 25, 2023 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 and MCA Circulars, the AGM of the Company is being held through VC / OAVM.

2. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA and SEBI Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

1. Statement pursuant to Section 102(1) of the Companies Act, 2013 setting out the material facts in respect of special business in Agenda Nos. 3 and 4 of the Notice is annexed hereto.

2. Members desiring any information as regards fi nancial statement are requested to write to the Company on or before June 23, 2025 (Monday) through e-mail at investorshelpdesk@sf .co.in. The same will be replied by the management suitably.

3. In the case of joint holders, the vote of the fi rst holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders.

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1. The Securities and Exchange Board of India vide its circular dated November 3, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023, May 17, 2023, September 26, 2023 and November 17, 2023) has mandated all holders of physical securities to furnish the PAN, Nomination details, contact details including postal address with PIN, mobile number, e-mail address, bank account details and specimen signature to the Company/ Registrar & Share Transfer Agents (RTA) of the Company in Forms ISR-1, ISR-2, SH-13 etc.

As per the above circulars, the RTA has obtained documents / is in the process of obtaining the details of PAN, KYC details and nomination (wherever, the same is not available in the folio), while processing any service requests or complaint from the holder(s) / claimant(s). The security holders shall be eligible to lodge any grievance or avail service request and receive dividend from the Company only after furnishing the above said complete documents.

In case of non-updation of PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or specimen signature in respect of physical folios, dividend shall be paid only through electronic mode, upon furnishing all the aforesaid details in entirety.

In this regard, the members who have not yet submitted the above-mentioned documents are requested to furnish the above-mentioned details in Forms ISR-1, ISR-2, SH-13 etc., The forms are available on the Company’s website www.sundram.com. Alternatively, the members are urged to dematerialize all the shares held by them.

1. Members who have not yet registered their e-mail addresses and mobile numbers are requested to update the said details in the records of the relevant depositories (National Securities Depository Limited / Central Depository Services (India) Limited) through their depository participants (Or) may contact the Registrar and Share Transfer Agent, Sri Chandrasekar G M, Chief Manager, Integrated Registry Management Services Private Limited, Kences Towers, 2nd Floor, No 1, Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017, Telephone: 91-44-28140801-803, E-mail: einward@integratedindia.in for receiving any documents / communication from the Company.

2. Members whose shareholding is in electronic mode are requested to notify change in address, if any, and update bank account details to their respective depository participant(s).

3. Details of dividend declared by the Company from fi nancial year 2017-18 onwards are given below:

	Financial Year	Pay-out	Date of Declaration	Date of completion of seven years period	Due date for transfer to IEPF
	2017-18	2ndInterim	09-05-2018	15-06-2025	15-07-2025
	2018-19	1stInterim	29-10-2018	05-12-2025	04-01-2026
	2018-19	2ndInterim	09-05-2019	15-06-2026	15-07-2026
	2019-20	1stInterim	04-11-2019	11-12-2026	10-01-2027
	2019-20	2ndInterim	26-02-2020	03-04-2027	03-05-2027
	2020-21	1stInterim	04-11-2020	11-12-2027	10-01-2028
	2020-21	2ndInterim	06-05-2021	12-06-2028	12-07-2028
	2021-22	Interim	10-02-2022	19-03-2029	18-04-2029
	2022-23	1stInterim	08-11-2022	15-12-2029	14-01-2030
	2022-23	2ndInterim	04-05-2023	10-06-2030	10-07-2030
	2023-24	1stInterim	03-11-2023	10-12-2030	09-01-2031
	2023-24	2ndInterim	22-05-2024	28-06-2031	28-07-2031
	2024-25	1stInterim	05-11-2024	12-12-2031	11-01-2032
	2024-25	2ndInterim	30-04-2025	06-06-2032	06-07-2032

Members who have not encashed their dividend warrants in respect of the above period are requested to make their claim(s) by surrendering the uncashed warrants immediately to the Company.

1. Pursuant to the notifi cation of Investor Education and Protection Fund (IEPF) Rules, 2016 by the Ministry of Corporate Affairs (MCA), relating to transfer of shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years or more to IEPF Authority, the Company has duly transferred 59,303 equity shares during the fi nancial year 2024-25 to the IEPF Authority.

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1. Members may note that pursuant to the SEBI circular dated October 3, 2024 the Notice of AGM and the Annual Report for the fi nancial year 2024-25 will be available on the Company’s website www.sundram.com , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively, and on the website of NSDL https://www.evoting.nsdl.com. For any communication in this regard, members may send their request to investorshelpdesk@sfl .co.in / einward@integratedindia.in.

The Company shall send a physical copy of the Annual Report to those Members who request the same at investorshelpdesk@sfl .co.in / einward@integratedindia.in by mentioning their correct Folio No. / DP ID and Client ID.

1. In compliance with the aforesaid MCA circulars and SEBI Circular dated October 3, 2024, the Notice of the AGM along with the Annual Report for the fi nancial year 2024-25 inter-alia indicating the process and manner of remote e-voting / e-voting during the meeting is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories.

2. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 (“Act”), and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the notice will be available for electronic inspection. Members seeking to inspect such documents electronically can send an e-mail to investorshelpdesk@sf .co.in .

3. Corporate members are requested to provide a duly certifi ed copy of the board resolution / power of attorney on or before June 23, 2025 (Monday) authorizing their representatives for the purpose of voting through remote e-voting or to participate and vote in the meeting through VC / OAVM.

4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

5. The Members can join the AGM through VC/OAVM either 15 minutes prior to the commencement of the meeting (Or) within 15 minutes from the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through video conference will be made available for 1,000 members on fi rst-come fi rst-serve basis. This will not include large Shareholders (Shareholders holding more than 2% shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and Auditors who are allowed to attend the AGM without restriction on account of fi rst-come fi rst-serve basis.

6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

7. In compliance with the aforesaid MCA Circulars, the video recordings of the AGM will be made available on the website of the Company, www.sundram.com .

8. Members may note that the Company is registered with the newly launched SMART ODR Portal (Securities Market Approach for Resolution through Online Disputes Resolution Portal). This platform aims to enhance investor grievance resolution by providing access to Online Dispute Resolution Institution for addressing complaints. Members can access the SMART ODR Portal at www.smartodr.in. Members may feel free to utilize this online conciliation and/or arbitration facility, to resolve any outstanding disputes between Members and the Company (including RTA).

Voting through electronic means

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by MCA and SEBI, the Company is providing facility of remote e-voting / e-voting to its Members in respect of the business to be transacted at the Annual General Meeting (“AGM”). For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting on the date of the Annual General Meeting will be provided by NSDL.

The instructions for members to cast their votes through remote e-voting are given hereunder:-

The remote e-voting period begins on Friday, June 27, 2025 at 09:00 A.M. (IST) and ends on Sunday, June 29, 2025 at 5:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Benefi cial Owners as on the record date (cut-off date) i.e. June 23, 2025

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(Monday) may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being June 23, 2025 (Monday).

- How do I vote electronically using NSDL e Voting system?

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

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility.

Login method for individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. 2. 3. 4. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benef cial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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 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 held with NSDL), Password/OTP and a Verif cation 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 ore-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4. 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 use 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 or joining virtual meeting & voting during the meeting. Additionally, there are also link 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 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 their depository participants	You can also login using the login credentials of your demat account through your 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 redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot 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	Helpdesk details	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any sending a request at no. 1800-21-09911		technical issue in login can contact CDSL helpdesk by helpdesk.evoting@cdslindia.comor contact at toll free

B) Login Method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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

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

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

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

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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 :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benef ciary ID For example if your Benef ciary ID is 12*** then your user ID is 12*****
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

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

3. b) If you are using NSDL e-Voting system for the fi rst 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 fi le. Open the .pdf fi le. The password to open the .pdf fi le 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 fi le 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.com 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.

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

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

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

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

2. 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 “Confi rm” when prompted.

3. Upon confi rmation, the message “Vote cast successfully” will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confi rmation page.

5. Once you confi rm 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 karthik.v.ganapathy@gmail.com with a copy marked to evoting@nsdl.com. 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.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential. Login to the e-voting website will be disabled upon fi ve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to NSDL at evoting@nsdl.com

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certifi cate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investorshelpdesk@sf .co.in / einward@integratedindia.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit benefi ciary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investorshelpdesk@sf .co.in / einward@integratedindia.in . If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method -

explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. 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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

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

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

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

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

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INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

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

3. System requirements: Further, the members may ensure availability of a Camera to facilitate interface and use Internet Connection with good speed to avoid any disturbance during the meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fl uctuation in their respective network and calls being received. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

4. Shareholders who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at investorshelpdesk@sfl .co.in from June 20, 2025 (9:00 a.m. IST) to June 23, 2025 (5:00 p.m. IST) . Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Other information

• i. The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share capital of the company as on the cut-off date, June 23, 2025 (Monday). Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

• ii. Any person who acquires the shares of the Company and becomes a member of the Company after dispatch of the notice of AGM and the Annual Report through electronic mode and holding shares as of the cut-off date June 23, 2025 (Monday) may obtain the login ID and password by sending a request to evoting@nsdl.com / einward@integratedindia.in .

• iii. A person, whose name is recorded in the register of members or in the register of benefi cial owners maintained by the depositories as on cut-off date only shall be entitled to avail the facility of remote e-voting or e-voting on the day of AGM.

• iv. The Company has appointed Sri G Karthikeyan (Membership No: A19411), Practicing Company Secretary, Chennai as Scrutiniser to scrutinise the e-voting and remote e-voting process in a fair and transparent manner.

• v. The Scrutiniser shall, immediately after the conclusion of e-voting on the date of AGM fi rst count the e-votes cast during the AGM, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company. The Scrutiniser shall within two working days of conclusion of the meeting submit his report of the total votes cast in favor or against, if any, to the Chairman / Managing Director / Joint Managing Director / Chief Financial Offi cer / Senior Manager – Finance & Company Secretary of the Company.

• vi. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting, i.e., June 30, 2025 . The results along with the Scrutiniser’s Report shall be placed on the website of the Company http://sundram.com/ and on the notice board of the Company at its registered offi ce immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be communicated to the Stock Exchanges, BSE Limited/National Stock Exchange of India Limited, Mumbai.

By Order of the Board

G ANAND BABU Senior Manager – Finance & Company Secretary

Chennai April 30, 2025

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