TVS Holdings Limited — Proxy Solicitation & Information Statement 2022

Nov 14, 2022

==> picture [68 x 66] intentionally omitted <==

Sundaram-Clayton Limited

Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai – 600006 PH: 044 28332115

14[th] November 2022

To, BSE Limited Sir Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai – 400001 Scrip code: 520056

National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor Plot No. C-1, Block G Bandra Kurla Complex, Bandra (East) Mumbai – 400051 Scrip code: SUNCLAYLTD

Dear Sir/Madam,

• Sub : Notice of the meeting of the Equity Shareholders and Unsecured Creditors of Sundaram-Clayton Limited (“Company”) convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Chennai Bench (“Hon’ble Tribunal”)

• Ref : In the matter of Composite Scheme of Arrangement amongst Sundaram-Clayton Limited (“Company”) and TVS Holdings Private Limited and VS Investments Private Limited and Sundaram-Clayton DCD Limited and their respective shareholders and creditors (“Scheme”)

• This is to inform you that by an order dated 9[th] November 2022 ( “Hon’ble Tribunal Order ”), the Hon’ble Tribunal has directed meetings to be held of the Equity Shareholders and the Unsecured Creditors of the Company.

• In pursuance of the Hon’ble Tribunal Order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 (" Act "), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( "SEBI Listing Regulations ”), and relevant Ministry of Corporate Affairs (MCA) circulars, as applicable, further notice is hereby given that meetings of the Equity Shareholders and the Unsecured Creditors of the Company will be held through Video Conferencing (" VC ") / Other Audio Visual Means (" OAVM ") as under and the copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 can be accessed from the link given below:

Meeting of	Day and Date of Meetings	Time of meetings	Weblink to download
Equity Shareholders	Friday, 16thDecember 2022	10:00 a.m. (IST)	Click here
Unsecured Creditors	Friday, 16thDecember 2022	12:00 p.m. (IST)	Click here

Sundaram-Clayton Limited Chennai 600 006

/2/

1. The details such as manner of (i) casting vote through e-voting and (ii) attending the meeting through VC / OAVM have been set out in the notice of the respective meetings.

2. An Equity Shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Friday, 9[th] December 2022 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the Equity Shareholders. Voting rights of an Equity Shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date, i.e., Friday, 9[th] December 2022 .

3. An Unsecured Creditor whose name appears in the list of Unsecured Creditors, as on the cut-off date, i.e., Monday, 31[st] October 2022 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of Unsecured Creditors. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date, i.e., 31[st] October 2022 .

You are requested to disseminate the above intimation on your website.

Thanking you,

Yours faithfully,

For Sundaram-Clayton Limited

RAJAPPA RAJA Digitally signed by RAJAPPA RAJA PRAKASH PRAKASH Date: 2022.11.14 18:55:46 +05'30'

R Raja Prakash Company Secretary