Sundram Fasteners Ltd. — Proxy Solicitation & Information Statement 2026

Feb 12, 2026

GOPALAKRISHNA Digitally signed by GOPALAKRISHNAN ANAND BABU N ANAND BABU Date: 2026.02.12 15:48:09 +05'30'

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Sundram Fasteners Limited

CIN : L35999TN1962PLC004943

Registered Office : 98-A, VII Floor, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004 Phone : +91 - 44 - 28478500 | Fax : +91 - 44 - 28478510 E-mail : investorshelpdesk@sfl.co.in | www.sundram.com

NOTICE OF 16[TH] POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

To

The Members

Notice is hereby given to the members of the Company pursuant to Sections 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, including any statutory modification(s) or re-enactment thereof for the time being in force and other applicable provisions, if any, of the Act and the Rules made thereunder and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), seeking your approval for the resolution set out below, proposed to be passed as an Ordinary Resolution through Postal Ballot (“Postal Ballot”) by way of voting through electronic means (remote e-voting) using the platform provided by National Securities Depository Limited (NSDL):-

• i. Approval of the re-appointment and remuneration of Ms Arathi Krishna (DIN: 00517456) as Managing Director of the Company for another term of five (5) consecutive years from May 3, 2026 to May 2, 2031 (both days inclusive) by way of an Ordinary Resolution;

The Ministry of Corporate Affairs (“MCA”) vide its circular dated September 22, 2025, 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, September 25, 2023 and September 19, 2024 (collectively referred to as “MCA Circulars”) has permitted companies to conduct Postal Ballot by sending the notice via e-mail to all its shareholders who have registered their email addresses with the Company or depository / depository participants. Consequently, this notice is being sent in electronic form only to the members who have registered their e-mail addresses and is not being sent in physical form to members who have not registered their e-mail addresses. Further, the communication of assent / dissent of the members can only take place through the remote e-voting system. This Postal Ballot is hence being conducted in compliance with the MCA Circulars and Regulation 44 of the Listing Regulations.

The Board of Directors has appointed Sri G Karthikeyan, Practising Company Secretary (Membership No. A19411) [Peer Review Certificate No. 6349/2025], Chennai as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The draft of the Resolution together with the Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material facts concerning the proposed item of special business is enclosed.

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The e-voting period will be from 9:00 a.m. IST on February 16, 2026 (Monday) to 5:00 p.m. IST on March 17, 2026 (Tuesday). The e-voting facility shall be blocked after completion of the e-voting period at 05:00 p.m. IST on March 17, 2026 (Tuesday) and members shall not be allowed to vote thereafter.

By Order of the Board

G Anand Babu

Date: January 28, 2026 Place: Chennai - 600 004

Senior Manager – Finance & Company Secretary

Notes:

1. As per the provisions of Sections 108 and 110 of the Act, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and also in terms of Regulation 44 of the Listing Regulations, the Company is providing members a facility to exercise their right to vote on the postal ballot by electronic means through remote e-voting services provided by NSDL.

2. In accordance with MCA Circulars, members are requested to communicate their assent or dissent through the e-voting system only. Members are also requested to carefully read all the instructions given in the Notes.

3. The shareholders are requested to register / update their email addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Integrated Registry Management Services Private Limited, Kences Towers, 2nd Floor, No. 1, Ramakrishna Street, T Nagar, Chennai – 600 017 by following due procedure as mentioned elsewhere in this Postal Ballot Notice.

1. Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / the Company’s Registrar and Share Transfer Agent, Integrated Registry Management Services Private Limited to ensure receipt of notices / Annual Reports / other communications electronically.

2. The Notice and Statement of the material facts, as well as the requisite enclosures, has also been made available on the website of the Company www.sundram.com and on the website of NSDL i.e. www. evoting.nsdl.com and the stock exchanges viz., BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The relevant documents, if any, referred to in the notice for inspection will be available on the website of the Company www.sundram.com.

3. This notice is being sent by email only to those Members whose names appear in the Register of Members maintained by the Company / Register of Beneficial Owners maintained by the Depositories, as on Friday, January 30, 2026 (the cut-off date).

4. The ordinary resolution to be considered as duly passed, more than half of the total valid votes cast should be in favour of the resolution.

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1. In terms of Secretarial Standard – 2, the resolution, on receiving the requisite number of votes, shall be deemed to have been passed on Tuesday, March 17, 2026, being the last date specified for remote e-voting.

2. The Scrutiniser will submit his report to the Chairman / Managing Director / Joint Managing Director / Chief Financial Officer / Senior Manager– Finance & Company Secretary of the Company.

3. The results of the Postal Ballot will be announced by any one of the following namely, the Chairman / Managing Director / Joint Managing Director / Chief Financial Officer / Senior Manager – Finance & Company Secretary on or before Thursday, March 19, 2026 at the Registered Office of the Company at 98-A, VII Floor, Dr. Radhakrishnan Salai, Mylapore, Chennai-600 004.

4. The results of the Postal Ballot will be communicated to the stock exchanges where the Company’s equity shares are listed and to NSDL, the e-voting agency, posted on the Company’s website – www. sundram.com and will also be displayed on the notice board of the Company at its registered office on or before March 19, 2026.

5. The voting rights of the members shall be in proportion to the number of shares held by them in the paid-up equity share capital of the Company as on the cut-off date, January 30, 2026. Any person receiving this notice who is not a member as on the cut-off date should treat this notice for information purposes only. The voting rights in respect of unclaimed shares held in Sundram Fasteners Limited Unclaimed Suspense Account stands frozen in terms of Regulation 39 read with Schedule VI of the Listing Regulations. Such shareholders are to treat this notice as having been given for information purposes only. Further, no voting rights are exercisable in respect of the equity shares transferred to and held in the account of Investor Education and Protection Fund Authority, Ministry of Corporate Affairs, in terms of Section 124(6) of the Act.

6. Members requiring any clarification may contact investors’ helpdesk at Phone: +91 - 44 - 28478500 / Fax: +91 - 44 - 28478510 / E-mail: investorshelpdesk@sfl.co.in.

SPECIAL BUSINESS

1. To consider and to give assent / dissent for passing the following resolution as an Ordinary Resolution: Approval of the re-appointment and remuneration of Ms Arathi Krishna (DIN: 00517456) as Managing Director of the Company for another term of five (5) consecutive years from May 3, 2026 to May 2, 2031 (both days inclusive).

“RESOLVED THAT further to the recommendation of the Board of Directors at its meeting held on January 28, 2026, approval of the members be and is hereby accorded under Sections 196, 197, 203, Schedule V and other applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder, Regulation 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company to the reappointment of Ms Arathi Krishna (DIN: 00517456) as the Managing Director of the Company for another term of five consecutive years from May 3, 2026 to May 2, 2031 (both days inclusive) on the terms and conditions including remuneration, as set out hereunder:

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• I Salary : Rs 6,50,000 to Rs 11,50,000 (Rupees Six Lakhs Fifty Thousand to Rupees Eleven Lakhs Fifty Thousand) per month [ inclusive of salary and allowances ] (with increments at such intervals as the Board may decide, from time to time)

• II Commission : Such percentage of net profits of the Company or such other quantum of the net profits of the Company as may be approved by the Board of Directors, at its absolute discretion, for each financial year, subject to the total remuneration in any financial year not exceeding the limits permitted under Section 197 read with Section 198 and Schedule V of the Companies Act, 2013.

• III Other Allowances : As per the Rules and Remuneration Policy of the Company.

IV Perquisites:

• a. Furnished leased residential accommodation or free use of furnished residential accommodation owned by the Company with facilities and amenities.

If no free use of furnished residential accommodation is provided, Managing Director shall be entitled to house rent allowance equivalent to lease rent payable.

The expenditure incurred by the Company on gas, electricity, water, maintenance, furniture, fixtures, furnishings and all utilities and services shall be valued as per Income Tax Rules, 1962 or any re-enactment thereof.

• b. Reimbursement of medical expenses covering medical treatment in India and overseas for self and family, including premium for medical insurance policy and other related expenses.

• c. Leave travel allowance as per the rules of the Company.

• d. Fees, subscription and other incidental charges to clubs, subject to a maximum of three clubs in India and abroad including admission and life membership fee.

• e. Payment of premium on personal accident insurance, with an annual cover of -

• Rs 10,00,00,000/ (Rupees Ten Crores only).

• f. Company’s contribution to provident fund and pension / superannuation fund/ National Pension Scheme or such other similar schemes or such other schemes intending to bestow similar benefits, as per the rules of the Company.

• g. Gratuity as per the rules of the Company.

• h. Provision of chauffeur driven two Company cars for use on Company’s business and use of car for private purposes will be dealt with by the Company as per the applicable provisions under the Income Tax Rules, 1962 or any re-enactment thereof.

• i. Telecommunication and video conferencing facilities at residence.

• j. Other perquisites / benefits as per the rules of the Company.

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Perquisites shall be valued as per the Income Tax Rules, 1962 or any re-enactment thereof, wherever applicable. In the absence of any such rules, the perquisites shall be valued at actual cost to the Company.

• V Other Benefits:

• a Leave on full pay and allowances as per rules of the Company but not exceeding one month’s leave for every eleven months service. Leaves accumulated shall be encashed at the end of the tenure.

• b Benefits under loan and other schemes in accordance with the practices, rules and regulations in force in the Company from time to time.

• c Such other benefits, amenities and facilities as may be provided by the Company to other senior executives from time to time.

• d Such other benefits, amenities and facilities including those under the Special Post Retirement Benefits Scheme as per the rules of the Company.

• VI The Board may revise the remuneration payable to the Managing Director, in any financial year during currency of the tenure of office, in such manner as may be agreed to between the Board of Directors and the Managing Director, subject to the condition that the remuneration by way of salary, perquisites, commission, allowances and other benefits, shall be within the limits permissible under Section 197 of the Companies Act, 2013.

• VII The scope and quantum of remuneration specified here in above, may be enhanced, enlarged, widened, altered or varied with the approval of Shareholders in the light of and in conformity with any amendments to the relevant provisions of the Companies Act, 2013 and / or the rules and regulations made thereunder and / or such guidelines as may be announced by the Central Government from time to time.

• VIII Ms Arathi Krishna shall continue to be a Whole-time Key Managerial Personnel under Section 203 of the Companies Act, 2013. Ms Arathi Krishna, Managing Director, shall carry out such duties as may be entrusted to her by the Board of Directors from time to time.

• IX Ms Arathi Krishna, Managing Director, shall exercise such of the powers as may be delegated from time to time by the Board of Directors.

• X Ms Arathi Krishna, Managing Director, will not be entitled to any sitting fee for meetings of the Board or Committee thereof attended by her during the said tenure.

• XI The Board of Directors are hereby authorised to modify the designation of the Managing Director, from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Date: January 28, 2026 Place: Chennai - 600 004

By Order of the Board G Anand Babu Senior Manager – Finance & Company Secretary

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Annexure to Notice of the 16[th] Postal Ballot

STATEMENT OF MATERIAL FACTS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item No. 1

The shareholders of the Company vide the 10[th] Postal Ballot which concluded on March 16, 2021, had approved the last re-appointment of Ms Arathi Krishna (DIN: 00517456) as Managing Director of the Company for a period of five years from May 3, 2021, to May 2, 2026 (both days inclusive).

Ms Arathi Krishna has over three decades of experience in steering the Company to success. Ms Arathi holds a Master of Arts (MA) in Economics from Stella Maris College and a Master of Business Administration (MBA) from the University of Michigan Business School, USA. Post her MBA and her on-the-job training in the United States, she initiated her professional journey as a Management Trainee at Sundram Fasteners Limited in 1990. Demonstrating swift growth, she ascended through the corporate ranks from Manager to General Manager by 1998.

Ms Arathi Krishna’s stellar career spans diverse roles, with a strong emphasis on cultivating a collaborative and inclusive culture optimizing operations, fostering innovation, and driving profitability. As a forward-thinking and decisive executive, she thrives in dynamic environments, navigating challenges with resilience. Committed to driving sustainable growth, she brings a unique blend of strategic insight and operational expertise.

Under Ms Arathi Krishna’s leadership, SFL won the coveted Deming Prize for its seventeen plants simultaneously in the year 2018. She was also awarded the ET Businesswoman of the Year (2022) in recognition of her contributions to the industry and economy.

Recognizing the significant contributions made by Ms Arathi Krishna to the progress and development of the Company and to continue benefiting from her vast experience and expertise, the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee at their meeting held on January 28, 2026, approved / recommended the re-appointment of Ms Arathi Krishna (DIN: 00517456) as Managing Director of the Company for another term of five years, effective from May 3, 2026 to May 2, 2031 (both days inclusive), subject to the approval of the shareholders. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the appointment or re-appointment of a director shall be approved by the members within three months. Accordingly, approval of the members is being sought in terms of the Listing Regulations and applicable provisions of the Companies Act, 2013 and Articles of Association of the Company. Approval in terms of Regulation 17(6)(e) of the Listing Regulations is not applicable, since the proposed remuneration is within the threshold limits specified thereunder.

The disclosures as required under Regulation 36 of the Listing Regulations and Secretarial Standard - 2 are furnished and form a part of this Notice. The terms of appointment including remuneration as set-out in the resolution hereinabove, may also be considered as an abstract of the terms of appointment in terms of Section 190 of the Companies Act, 2013.

The Board recommends the resolution set forth in the notice (Item No. 1) for approval by the members by way of an Ordinary Resolution.

Concern or interest, financial or otherwise of Directors and Key Managerial Personnel and their relatives

Ms Arathi Krishna, Managing Director, may be deemed to be interested in this resolution since it relates to her re-appointment and remuneration. Sri Suresh Krishna, Chairman and Non-Executive Director, Ms Arundathi Krishna, Joint Managing Director and Ms Preethi Krishna, Non-Executive Non-Independent Director may also be deemed to be interested, being relatives of Ms Arathi Krishna.

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

PARTICULARS OF DIRECTOR AS REQUIRED TO BE FURNISHED UNDER (SS-2) SECRETARIAL STANDARD ON GENERAL MEETINGS/ REGULATION 36(3) OF THE LISTING REGULATIONS

Item No 1

Item No 1
Name	Ms Arathi Krishna
Age	57 years
DIN	00517456
Qualifcation	Master of Arts (MA) in Economics from Stella Maris College; Master of Business Administration (MBA) from the University of Michigan Business School, USA.
Experience and Brief Profle	Ms Arathi Krishna has over three decades of experience in steering the Company to success. Ms Arathi holds a Master of Arts (MA) in Economics from Stella Maris College and a Master of Business Administration (MBA) from the University of Michigan Business School, USA. Post her MBA and her on-the-job training in the United States, she initiated her professional journey as a Management Trainee at Sundram Fasteners Limited in 1990. Demonstrating swift growth, she ascended through the corporate ranks from Manager to General Manager by 1998. Ms Arathi Krishna’s stellar career spans diverse roles, with a strong emphasis on cultivating a collaborative and inclusive culture optimizing operations, fostering innovation, and driving proftability. As a forward-thinking and decisive executive, she thrives in dynamic environments, navigating challenges with resilience. Committed to driving sustainable growth, she brings a unique blend of strategic insight and operational expertise.
Details of remuneration sought to be paid	As set out in the resolution
Current remuneration (last drawn remuneration) for the fnancial year 2024-25.	Rs. 843.79 Lakhs
Date of frst appointment on the Board	August 23, 2006
Shareholding in the Company, including shareholding as a benefcial owner	47,040 Equity Shares of Re 1/- each. Further, she holds 9.35% of benefcial interest in the Company.

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Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Related to the Chairman / Joint Managing Director / Non-Executive Non- Independent Director of the Company.
Number of meetings of the Board attended during the year	4 (Four) meetings attended during the fnancial year 2025-26 out of 4 (Four) meetings held / conducted.
Other Directorships, Memberships / Chairmanship of Committees of other Boards	Sundram International Inc., USA
Nature of expertise in specifc functional area	General Management / Marketing / Sales / Project Management / Risk Management / Human Resources
Names of the listed entities from which the person has resigned in the past 3 years	Nil

Voting through electronic means

Pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the 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 to its Members in respect of the business to be transacted through Postal Ballot. 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 will be provided by NSDL.

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

- 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 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:

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Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial 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 ore-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. 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 athttps://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 Verifcation 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. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 1. 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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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 websitewww.cdslindia.comand 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. Additionally, there are 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 websitewww.cdslindia.comand 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 onwww. cdslindia.comhome 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-VotingService 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 duringthe remote e-Voting period.

Important note: Members 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		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securi- ties in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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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?

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 Verification Code as shown on the screen.

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 :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

Your User ID is:
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 Benefciary ID For example if your Benefciary 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 user your existing password to login and cast your vote.

3. 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.

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

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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.

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. 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.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. 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.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. 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?

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 is open.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional / Corporate 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 / Corporate 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 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 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 resolution 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 certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card) by email to investorshelpdesk@sfl.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 beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar 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 for individual shareholders holding securities in demat mode .

3. 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.

4. 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.

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Other information:

• a. 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, Friday, January 30, 2026 . Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

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

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

• d. The Scrutiniser shall immediately after the conclusion of the e-voting period unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutiniser’s Report, forthwith to the Chairman / Managing Director(s) / Chief Financial Officer / Senior Manager – Finance & Company Secretary of the Company.

• e. Subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on the last date specified for remote e-voting, i.e., Tuesday, March 17, 2026. The results along with the Scrutinizer’s Report shall be placed on the website of the Company www.sundram.com and on the notice board of the Company at its registered office immediately after the declaration of result by the Chairman / Managing Director(s) / Chief Financial Officer / Senior Manager – Finance & Company Secretary. The results shall also be communicated to the Stock Exchanges, BSE Limited / National Stock Exchange of India Limited, Mumbai and to NSDL, the e-voting agency.

By Order of the Board

Date: January 28, 2026 Place: Chennai - 600 004

G ANAND BABU Senior Manager – Finance & Company Secretary

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