Sundram Fasteners Ltd. — M&A Activity 2021

Jan 27, 2021

Sundram Fasteners Limited

REGISTERED 8 CORPORATE OFFICE 98-A, VII FLOOR DR. RADHAKRISHNAN SALAI, MYLAPORE, CHENNAI • 600 004, INDIA TELEPHONE +91 • 44 - 28478500 PAN . AAACS8779D CIN • L35999TN1962PLC004943 WEBSITE www.:undrom.corn

Email: investorshelpdesk@sfl.co.in

January 27, 2021

BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001 Scrip Code: 500403

National Stock Exchange of India Limited, Exchange plaza, 5thFloor, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 Scrip Code: SUNDRMFAST

Dear Sir / Madam,

Subject : Compliance under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We refer to our earlier disclosure dated December 10, 2020 regarding a memorandum of family arrangement dated December 10, 2020 ("MFA") executed between various members of the TVS family.

In this regard, please find enclosed a letter dated January 27, 2021 received from Shri Suresh Krishna, Chairman. The letter states that the senior nominated members of the TVS family have on January 27, 2021 decided to implement the family arrangement, inter alia, through a composite scheme of amalgamation and arrangement to be filed with the Honorable National Company Law Tribunal, Chennai Bench involving, inter-alia, T V Sundram Iyengar & Sons Private Limited, Sundaram Industries Private Limited, Southern Roadways Private Limited and TVS Sundram Fasteners Private Limited. Sundram Fasteners Limited ("Company") is not a party to the MFA nor is it directly involved in the family arrangement or the composite scheme.

This information is being provided to your good office in accordance with the Company's obligations under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Incremental information as per the requirement of the regulations is provided below:-

S No	Item of information	Details
1.	Name(s) of parties with whom the agreement is entered \ 4 ' sl CHENNAI c COO 004 \	The Memorandum of Family Arrangement dated December 10, 2020 ("MFA") has been executed amongst various members of the TVS family who are shareholders of T V Sundram Iyengar & Sons Industries Private Sundaram Limited ("TVSS"), Private Limited ("SIPL") and Southern Roadways Private Limited ("SRW") (TVSS, SIPL and SRW hereinafter collectively referred to as the "TVS Holding Companies"). Pursuant to the said MFA, senior members of the TVS family were nominated to deliberate on the implementation of the family arrangement. On January 27, 2021, the senior nominated members of the TVS family have decided to implement the family arrangement, inter alia,

S No	Item of information	Details
		through a composite scheme of amalgamation and the arrangement ("Scheme") to be filed with Honorable National Company Law Tribunal, Chennai the TVS inter alia, involving, Bench ("NCLT") Holding Companies and TVS Sundram Fasteners the respective causing Private Limited, by as to undertake aforementioned companies necessary steps in relation to implementation of the Scheme. that Fasteners note Sundram Please Limited ("Company") is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme.
2.	the entering into Purpose of agreement	the TVS shareholders present of Holding The Companies primarily consist of the third and fourth the founder, generations Shri original T.V. of companies/ Iyengar. The various Sundaram businesses of the TVS Group have been traditionally managed by members of the different branches of With the passage of time, various the TVS family. members of the TVS family felt that the ownership of shares in various companies/ businesses should align and synchronize with the management of the respective companies/ businesses, as is currently The family arrangement pursuant to being done. the MFA is envisaged primarily to bring about amity and maintain goodwill amongst the members of the TVS family in order to preserve the memories of the original founder, Shri T.V. Sundaram Iyengar, and to maintain the overall peace and harmony within the TVS family.
3.	Shareholding, if any, in the entity the agreement is with whom executed	amongst various has been executed The MFA members of the TVS family who are shareholders of and the Companies. Holding TVSS SRW TVS presently hold 10,40,85,280 equity shares of Re. 1/- each in the Company constituting 49.53% of the Company's equity shares. Please note that the Company is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme.
4.	Significant terms of the agreement (in brief) special rights like right to to appoint directors, first right case share subscription of in issuance of shares, right to restrict any change in capital structure etc.	(a) The family arrangement pursuant to the MFA through inter alia, a be implemented, will and scheme amalgamation composite of arrangement to be filed with the NCLT. the alia, involves (b) The Scheme, inter amalgamation of SIPL and SRW into TVSS, and

S No	Item of information	Details
		business demerger Fasteners a of undertaking relevant to Sri Suresh Krishna Family to TVS Sundram Fasteners Private Limited. The aforementioned business strategic undertaking also certain includes investments, as an integral part of the business undertaking, including, the equity shares held by TVSS and SRW in the Company, and therefore, pursuant to the demerger, 10,40,85,280 equity the shares 1/- each Company of Re. in constituting 49.53% of the Company's equity shares held by the TVSS and SRW will vest with TVS Sundram Fasteners Private Limited.
		(c) A majority of the equity share capital of TVS Sundram Fasteners Private Limited is currently held by members of the Sri Suresh Krishna Family. After the implementation of the Scheme post approval of the Scheme by the NCLT, all shareholders of TVSS (post the amalgamation of SIPL and SRW into TVSS) shall hold equity shares Sundram Fasteners Private TVS in Limited, with Sri Suresh Krishna Family owning a majority of the equity shares in TVS Sundram Fasteners Private Limited.
5.	are the parties Whether said to promoter related promoter/ group/ group companies in any yes, nature manner. of If relationship	(a) The Company is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme. (b) The MFA has been executed amongst various the are who members of family TVS shareholders of the TVS Holding Companies. TVSS and SRW are part of the Promoter and Promoter Group of the Company. Furthermore, certain members of the TVS family who are parties to the MFA are also directors on the the directors board of of Holding TVS Companies. (c) Certain members of the TVS family who are parties to the MFA are also directors/ key managerial personnel/ relatives of the directors/
6.	Whether the transaction would fall within related party transactions? If yes, whether the same is done	certain group managerial personnel key of companies of the Company. No. The Company is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme.
	at "arm's length"

S No	Item of information	Details
7.	In case of issuance of shares to the parties, details of issue price, class of shares issued.	Not applicable. The Company will not issue any shares pursuant the family agreement/ Scheme.
8.	Any other disclosures related to such agreements, viz., details of nominee on the board of directors the entity, potential listed of conflict of interest arising out of such agreements, etc.	Not applicable
9.	case termination or In of amendment of agreement, listed entity additional shall disclose details to the stock exchange(s): the parties to name a) of agreement; b) nature of the agreement; the date execution c) of of agreement; and details amendment d) of reasons thereof or impact of termination and impact thereof.	Not applicable.

Kindly acknowledge receipt of this letter.

Thanking you,

Yours truly, For SUNDRAM FASTENERS LIMITED 65 I t

R Dilip Kumar

Vice President — Finance & Company Secretary

Enclosed as above.

SURESH KRISHNA NO.79, POES GARDEN,

CHENNAI 600 086 Ph No. 044-28478500 E-Mail: hq@corp.sfl.co.in

January 27, 2021

Shri R Dilip Kumar

Vice President — Finance & Company Secretary Sundram Fasteners Limited 98A, VII Floor, Dr Radhakrishnan Salai, Mylapore, Chennai — 600 004

Dear Shri R Dilip Kumar,

I refer my earlier letter dated December 10, 2020 disclosing that a memorandum of family arrangement dated December 10, 2020 ("MFA") was executed between various members of the TVS family to effect the alignment of the ownership of shares in various companies/ businesses forming part of the TVS Group with the management of the respective companies/ businesses, as is currently being done.

Pursuant to the MFA, the senior nominated members of the TVS family have on January 27, 2021 decided to implement the family arrangement, inter alia, through a composite scheme of amalgamation and arrangement ("Scheme") to be filed with the Honorable National Company Law Tribunal, Chennai Bench ("NCLT") involving, inter alia, T V Sundram Iyengar & Sons Private Limited ("TVSS"), Sundaram Industries Private Limited ("SIPL"), Southern Roadways Private Limited ("SRW") (TVSS, SIPL and SRW hereinafter collectively referred to as the "TVS Holding Companies") and TVS Sundram Fasteners Private Limited, by causing the respective companies as aforementioned to undertake necessary steps in relation to implementation of the Scheme. The Scheme, inter-a/ia, involves the amalgamation of SIPL and SRW into TVSS, and a demerger of Fasteners business Undertaking relevant to Sri Suresh Krishna Family to TVS Sundram Fasteners Private Limited. The aforementioned business undertaking also includes certain strategic investments, as an integral part of the business undertaking, including, the equity shares held by TVSS and SRW in Sundram Fasteners Limited (the "Company"), and therefore, pursuant to the demerger, 10,40,85,280 equity shares of Re. 1/- each in the Company constituting 49.53% of the Company's equity shares held by TVSS and SRW will vest with TVS Sundram Fasteners Private Limited.

A majority of the equity share capital of TVS Sundram Fasteners Private Limited is currently held by members of the Sri Suresh Krishna Family. After the implementation of the Scheme post approval of the Scheme by the NCLT, all shareholders of TVSS (post the amalgamation of SIPL and SRW into TVSS) shall hold equity shares in TVS Sundram Fasteners Private Limited with Sri Suresh Krishna Family owning a majority of the equity shares in TVS Sundram Fasteners Private Limited.

The Scheme will be subject to necessary approvals including from the board of directors of the TVS Holding Companies and TVS Sundram Fasteners Private Limited, relevant regulatory authorities including NCLT, competition authorities (as applicable), and necessary corporate approvals and filings with the registrar of companies etc. The Scheme will be placed before the board of directors of, inter alia, the TVS Holding Companies and TVS Sundram Fasteners Private Limited soon, and will be filed with the NCLT thereafter.

The Company is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme (either as a transferor company or a transferee company). Furthermore, the family arrangement/ Scheme will not affect the management or functioning of the Company in any way, and

we expect the Company to continue business in ordinary course without impacting any of the stakeholders.

Incremental information as per the requirement of the regulations is enclosed in Annexure I.

This information is being provided to your good office for wider dissemination to stakeholders in the Company. We shall provide periodic updates from time to time.

Yours Sincerely,

Suresh Krishna

Enclosed as above.

Copy to:

T V Sundram Iyengar & Sons Private Limited, 'TVS Building', 7-B, West Veli Street, Madurai — 625 001, India.

Southern Roadways Private Limited, Lakshmi Building Usilampatti Road kochadai Madurai - 625 016, India.

Annexure I

	Annexure I
	,.:	, I is x
1.	Name(s) of parties with whom the agreement is entered	The Memorandum of Family Arrangement dated December 10, 2020 ("MFA") has been executed amongst various members of the TVS family who are shareholders of T V Sundram Iyengar & Sons Private Limited Sundaram Industries ("TVSS"), Private Limited ("SIPL") and Southern Roadways Private Limited ("SRW") (TVSS, SIPL and SRW hereinafter collectively referred to as the "TVS Holding Companies"). Pursuant to the said MFA, senior members of the TVS family were nominated to deliberate on the implementation of the family arrangement. On January 27, 2021, the senior nominated members of the TVS family have decided to implement the family arrangement, inter alia, through a composite scheme of amalgamation and arrangement ("Scheme") to be filed with the Honorable National Company Law Tribunal, Chennai ("NCLT") involving, inter alia, the TVS Bench Holding Companies and 'TVS Sundram Fasteners Limited, by the Private causing respective to companies aforementioned undertake as necessary steps in relation to implementation of the Scheme. that note Sundram Limited Please Fasteners ("Company") is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme.
2.	of into the entering Purpose agreement	of the TVS Holding The present shareholders Companies primarily consist of the third and fourth generations of the original founder, Shri T.V. Iyengar. The various companies/ Sundaram businesses of the TVS Group have been traditionally managed by members of the different branches of the TVS family. With the passage of time, various members of the TVS family felt that the ownership of shares in various companies/ businesses should align and synchronize with the management of the respective companies/ businesses, as is currently The family arrangement pursuant to being done. the MFA is envisaged primarily to bring about amity and maintain goodwill amongst the members of the TVS family in order to preserve the memories of the original founder, Shri T.V. Sundaram Iyengar, and to maintain the overall peace and harmony within the TVS family.
3.	Shareholding, if any, in the entity with whom the agreement is executed	has been executed amongst various The MFA members of the TVS family who are shareholders of the Holding Companies. and TVSS SRW TVS presently hold 10,40,85,280 equity shares of Re. 1/- each in the Company constituting 49.53% of the Company's equity shares. Please note that the Company is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme.

• •

S.No.	Item of information	Details
4.	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.	(a) The family arrangement pursuant to the MFA will be implemented, inter alia, through a composite scheme of amalgamation and arrangement to be filed with the NCLT. (b) The Scheme, inter alia, involves the amalgamation of SIPL and SRW into TVSS, and Fasteners demerger of business a undertaking relevant to Sri Suresh Krishna Family to TVS Sundram Fasteners Private Limited. The aforementioned business undertaking also includes certain strategic investments, as an integral part of the business undertaking, including, the equity shares held by TVSS and SRW in the Company, and therefore, pursuant to the demerger, 10,40,85,280 equity shares of Re. 1/- each in the Company constituting 49.53% of the Company's equity shares held by the TVSS and SRW will vest with TVS Sundram Fasteners Private Limited. (c) A majority of the equity share capital of TVS Sundram Fasteners Private Limited is currently held by members of the Sri Suresh Krishna Family. After the implementation of the Scheme post approval of the Scheme by the NCLT, all shareholders of TVSS (post the amalgamation of SIPL and SRW into TVSS) shall hold equity shares in TVS Sundram Fasteners Private Limited, with Sri Suresh Krishna Family owning a majority of the equity shares in TVS Sundram Fasteners Private Limited.
5.	said Whether the parties are related to promoter/ promoter group/ group companies in any of manner. If yes, nature relationship	(a) The Company is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme. (b) The MFA has been executed amongst various members of the TVS family who are shareholders of the TVS Holding Companies. TVSS and SRW are part of the Promoter and Promoter Group of the Company. Furthermore, certain members of the TVS family who are parties to the MFA are also directors on the of directors of the TVS Holding board Companies. (c) Certain members of the TVS family who are parties to the MFA are also directors/ key managerial personnel/ relatives of the directors/ key managerial personnel of certain group companies of the Company.
6.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"	No. The Company is not a party to the MFA nor is it directly involved in the family arrangement or the Scheme.

S.No.	Item of information	Details
7.	In case of issuance of shares to the parties, details of issue price, class of shares issued.	Not applicable. The Company will not issue any shares pursuant the family agreement/ Scheme.
8.	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.	Not applicable
9.	of termination case or In. amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a) name of parties to the agreement; b) nature of the agreement; c) date of execution of the agreement; d) details of amendment and impact thereof or reasons of termination and impact thereof.	Not applicable.

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