Sundram Fasteners Ltd. — Major Shareholding Notification 2022

Jan 11, 2022

1. Eldams Road Tevnampet Chennai - 600 018 Phone: 044-6685 7777 Fax: 044-6685 7750 www.tvs.in

Date: January 10, 2022

BSE Limited Phiroze Jeejeebhov Towers Dalal Street, Fort Mumbai 400 001 E-mail: corp.relations@bseindia.com

Sundram Fasteners Limited

98A, VII Floor, Dr Radhakrishnan Salai, Mylapore, Chennai $-600004$ E-mail: dilipkumar.r@sfl.co.in

National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla-Complex, Bandra (East) Mumbai - 400 051 Email: takeover@nse.co.in

Dear Sir/Madam.

Subject: Disclosure under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 ("Takeover Regulations").

This is to inform you that the Hon'ble National Company Law Tribunal, Chennai bench, vide its order dated 06 December, 2021, approved the composite scheme of amalgamation and arrangement (demerger) inter alia amongst T V Sundram Iyengar & Sons Private Limited ("TVSS"), Sundaram Industries Private Limited ("SIPL"), Southern Roadways Private Limited ("SRPL") and TVS Sundram Fasteners Private Limited ("TPL") ("Composite Scheme") in accordance with Sections 230 to 232 and other applicable provisions under the Companies Act, 2013 and rules made thereunder and other applicable laws. The Composite Scheme was made effective on 06 January, 2022 ("Effective Date").

As per the Composite Scheme, on the Effective Date (which is also the first appointed date), inter alia SIPL and SRPL have amalgamated with TVSS and have been dissolved without the process of winding up. As a result of this, the shareholding of SRPL in Sundram Fasteners Limited ("Target Company") consisting of 5,07,73,280 equity shares (representing 24.16% of its paid up equity share capital) has been vested in/ transferred to TVSS. This has resulted in the increase of the direct shareholding of TVSS in the Target Company from 5,33,12,000 equity shares (representing 25.37% of its paid up equity share capital) to 10,40,85,280 equity shares (representing 49.53% of its paid up equity share capital). SIPL does not hold any equity shares in the Target Company.

In this regard, please find enclosed the requisite disclosure under Regulation 29(2) of the Takeover Regulations.

Kindly take the above on record.

Yours faithfully

For and on behalf of T V Sundram Iyengar & Sons Private Limited

Authorised Signatory Name: S Santhanagopalan Designation: Chief Financial Officer & Company Secretary Date: 10 January 2022 Place: Chennai

Disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

Name of the Target Company (TC)		Sundram Fasteners Limited ("Target Company"/ "TC")
Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer		TV Sundram Iyengar & Sons Private Limited ("TVSS"/ "Acquirer")
		Transferor: Southern Roadways Private Limited ("SRPL").
Whether the acquirer belongs to Promoter/ Promoter group		Yes, the Acquirer is a part of the promoter and promoter group of the Target Company.
Name(s) of the Stock Exchange(s) where the shares of TC are Listed		BSE Limited and National Stock Exchange of India Limited.
Details of the acquisition–disposal as follows		Number	% w.r.t. total share/voting capital wherever applicable $(*)$	% w.r.t. total diluted share/ voting capital of the TC (**)
Before the acquisition under consideration, holding of $#$ :
a)	Shares carrying voting rights	5,33,12,000	25.37	25.37
b) others)	Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/
$\mathcal{C}$ ) shares	Voting rights (VR) otherwise than by
d)	Warrants/ convertible securities/ any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category)
e)	Total $(a+b+c+d)$	5,33,12,000	25.37	25.37
Details of acquisition/sale:
a) sold	Shares carrying voting rights acquired/	5,07,73,280	24.16	24.16
b) shares	VRs acquired/ sold otherwise than by

c)	Warrants/ convertible securities/ any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold
d)	Shares encumbered/invoked/released by the acquirer
e)	Total $(a+b+c+/-d)$	5,07,73,280	24.16	24.16
After the acquisition/sale, holding of ##:
a)	Shares carrying voting rights acquired	10,40,85,280	49.53	49.53
b)	Shares encumbered with the acquirer
c)	VRs otherwise than by shares
$\rm d)$	Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition
e)	Total $(a+b+c+d)$	10,40,85,280	49.53	49.53
Mode of acquisition/sale (e.g. open market / off-market/ public issue/ rights issue preferential allotment/inter-se transfer etc)		Pursuant to the composite scheme of amalgamation and arrangement (demerger) inter alia amongst TVSS, SIPL, SRPL and TVS Sundram Fasteners Private Limited ("TPL") ("Composite Scheme"), on the Effective Date (which is also the first appointed date), inter alia SIPL and SRPL have amalgamated with TVSS and have been dissolved without the process of winding up. As a result, of this the shareholding of SRPL in the Target Company has been vested in/ transferred to TVSS thereby increasing its shareholding in the Target Company from 25.37% to 49.53% SIPL does not hold any equity shares in the Target Company. The Composite Scheme was approved by the Hon'ble National Company Law Tribunal, Chennai bench, vide its order dated 06 December 2021 and the Composite Scheme was made effective on 06 January 2022 ("Effective Date"). The Composite Scheme is part of the family arrangement. The Composite Scheme does not directly involve the Target Company and fulfils the conditions prescribed in Regulation $10(1)(d)(iii)$ of the Takeover Regulations

Date of acquisition/sale of shares/ VR or date of receipt of intimation of allotment of shares, whichever is applicable	06 January 2022 i.e., the Effective Date.
Equity share capital/total voting capital of the TC before the said acquisition/sale	21,01,28,370 (no. of equity shares)
Equity share capital/total voting capital of the TC after the said acquisition/sale	21,01,28,370 (no. of equity shares)
Total diluted share/ voting capital of the TC after the said acquisition–sale	21,01,28,370 (no. of equity shares)

(*) Total share capital/voting capital taken as per the latest filing done by the Target Company to the Stock Exchange under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(**) Diluted share/ voting capital means the total number of shares in the Target Company assuming full conversion of the outstanding convertible securities/ warrants into equity shares of the Target Company.

$($ ^#) The aggregate shareholding of the members of the promoter and promoter group of the Target Company (including Acquirer's shareholding) before the acquisition under consideration is 10,40,85,280 equity shares amounting to 49.53% of the total diluted share capital of the Target Company/ total diluted voting share capital of the Target Company.

(#4) The aggregate shareholding of the members of the promoter and promoter group of the Target Company (including Acquirer's shareholding) after the acquisition under consideration is 10,40,85,280 equity shares amounting to 49.53% of the total diluted share capital of the Target Company/ total diluted voting share capital of the Target Company.

For and on behalf of T V Sundram Iyengar & Sons Private Limited

Authorised Signatory Name: S Santhanagopalan Designation: Chief Financial Officer & Company Secretary Date: 10 January 2022 Place: Chennai