Sundram Fasteners Ltd. — Major Shareholding Notification 2022

Jan 12, 2022

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

Date: 11 January, 2022

BSE Limited Phiroze Jeejeebhov Towers, Dalal Street, Fort Mumbai - 400 001 E-mail: corp.relations@bseindia.com National Stock Exchange of India Limited Exchange Plaza. Bandra-Kurla-Complex, Bandra (East) Mumbai - 400 051, India. E-mail: takeover@nse.co.in

Dear Sir/ Madam,

Subject: Disclosure under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Requlations").

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 Requlation 10(6) of the Takeover Regulations.

Kindly take the above on record.

Yours faithfully

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

Authorised Signatory Name: S Santhanagopalan Designation: Chief Financial Officer & Company Secretary

Date: 11 January, 2022 Place: Chennai

Disclosure under Regulation 10(6) - Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

1.	Name of the Target Company (TC)	Sundram Fasteners Limited ("Target Company"/ "TC")
2.	Name of the acquirer(s)	T V Sundram Iyengar & Sons Private Limited ("TVSS")
3.	Name of the stock exchange where shares of the TC are listed	BSE Limited and National Stock Exchange of India Limited.
4.	Details of the transaction including rationale, if any, for the transfer/ acquisition of shares.	Pursuant to the composite scheme of amalgamation and arrangement (demerger) inter-alia amongst TVSS, SIPL, SRPL and 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. This has resulted in the increase of the direct shareholding of TVSS 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.
5.	Relevant regulation under which the acquirer is exempted from making open offer.	Regulation 10(1)(d)(iii) of the Takeover Regulations.
6.	Whether disclosure of proposed acquisition was required to be made under regulation 10 (5) and if so, whether disclosure was made and whether it was made within the timeline specified under theregulations. date of filing with the stockexchange.	Not applicable.
7.	Details of acquisition	Disclosures required to be made under regulation 10(5)	Whether the disclosures underregulation 10(5) are actually made
	Name of the transferor/ seller a.	Not applicable	Not applicable
	Date of acquisition b.	Not applicable	Not applicable
	Number of shares/ voting rights inrespect C. of the acquisitions from each person mentioned in 7(a) above	Not applicable	Not applicable

	d.	Total shares proposed to be acquired / actually acquired as a % of diluted share capital of TC	Not applicable		Not applicable
	e.	Price at which shares are proposed to be acquired/ actually acquired	Not applicable		Not applicable
8.		Shareholding details	Pre-Transaction		Post-Transaction
			No. of shares held	% w.r.t total share capital of	No. of shares held	% w.r.t total share capital of
				ТC		ТC
	a	Each Acquirer / Transferee
	(i)	TVSS $(1)$	5,33,12,000	25.37%	10,40,85,280	49.53%
	b	Each Seller / Transferor

Notes:

1. For further details, please refer to Annexure A

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

Vos

Authorised Signatory Name: S Santhanagopalan Designation: Chief Financial Officer & Company Secretary

Date: 11 January, 2022 Place: Chennai

TV Sundram Iyengar & Sons Private Limited

58, Eldams Road Teynampet
Chennai - 600 018 Phone : 044-6685 7777
Fax : 044-6685 7750 www.tvs.in

Annexure A

Shareholding details		Pre-Effective Date		On Effective Date/ First Appointed Date
		No. of shares held	% w.r.t total share capital of TC	No. of shares held	% w.r.t total share capital of TC
(A)	Transferee:
	TPL	Nil	Nil	10,40,85,280	49.53%
	Sub Total (A)	Nil	Nil	10,40,85,280	49.53%
(B)	Transferors:
	TVSS	10,40,85,280	49.53%	Nil	Nil
	Sub Total (B)	10,40,85,280	49.53%	Nil	Nil
(C)	Members of promoter and promoter group of the TC other than A and B above:	Nil	Nil	Nil	Nil
	Sub Total (C)	Ω		0
Total $(A + B + C)$		10,40,85,280	49.53%	10,40,85,280	49.53%