TVS Srichakra Ltd. — AGM Information 2024

Aug 19, 2024

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REF:TSL:SEC:2024/218

19[th] August 2024

National Stock Exchange of India Ltd., 5th Floor Exchange Plaza, Bandra (E), Mumbai - 400 051

BSE Limited P J Towers Dalal Street, Fort, Mumbai 400 001

Scrip Code: TVSSRICHAK by NEAPS

Scrip Code: 509243 by Listing Centre

Dear Madam / Sir,

Sub : Notice of 41[st] Annual General Meeting (AGM) and Annual Report 2023-24

• Ref : Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

In terms of Regulation 34(1) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the following:

• a) Notice of 41[st] AGM of the members of the Company to be held Thursday, 12[th] September 2024 at 11.00 a.m. through Video Conference (VC) / Other Audio-Visual Means (OAVM) and

• b) Annual Report including Business Responsibility and Sustainability Report for the financial year 2023-24.

The Notice convening the AGM and the Annual Report for the year ended 31[st] March 2024 are also available on the Company’s website www.tvseurogrip.com

Kindly take the above on record.

Thanking you

Yours faithfully For TVS SRICHAKRA LIMITED

Digitally signed by CHINMOY CHINMOY PATNAIK PATNAIK Date: 2024.08.19 19:09:02 +05'30' Chinmoy Patnaik Company Secretary & Compliance Officer Membership No. A14724

Encl : as above

TVS Srichakra Limited

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CIN: L25111TN1982PLC009414 Regd. Office: TVS Building, 7-B, West Veli Street, Madurai 625 001. Tel:+91 0452 2356400, Fax: +91 0452 2443466 I Website: www.tvseurogrip.com I Email: secretarial@eurogriptyres.com Manufacturing Unit: Vellaripatti, Melur Taluk, Madurai-625 122, Tel:+91 452 2443300

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TVS SRICHAKRA LIMITED

(CIN: L25111TN1982PLC009414) Regd. Office: TVS Building, 7-B West Veli Street, Madurai 625 001 Website: www.tvseurogrip.com; E-mail id: secretarial@eurogriptyres.com

Phone: 0452 2443300

NOTICE

Notice is hereby given that the 41[st] Annual General Meeting (AGM) of the Company will be held on Thursday, 12[th] September 2024 at 11.00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following businesses.

ORDINARY BUSINESS

1. Adoption of audited Financial Statements of the Company for the year ended 31[st] March 2024 and the reports of the Board of Directors and Auditors thereon:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT the audited standalone and consolidated financial statements of the Company for the financial year ended 31[st] March 2024 and reports of the Board of Directors and Auditors’ thereon, be and are hereby considered, approved and adopted.”

2. Declaration of Dividend:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution

“RESOLVED THAT a dividend of Rs.47.34 (Rupees Forty Seven and Thirty Four paise only) per share (473.40%) for the year ended 31[st] March, 2024 on 76,57,050 Equity Shares of Rs.10/- each of the Company, be and is hereby declared for payment to the members of the Company whose names appear in the Register of Members as at the close of business hours on 30[th] August 2024.”

3. Appointment of Mr. S Ravichandran, as a director, liable to retire by rotation:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. S Ravichandran (DIN: 01485845), is hereby reappointed as a director of the Company who is liable to retire by rotation.”

SPECIAL BUSINESS

4. Ratification of remuneration payable to the Cost Auditor:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on the recommendation of the Audit Committee, the remuneration of Rs. 1,37,500/- (Rupees One Lakh Thirty-Seven Thousand and Five Hundred only), in addition to reimbursement of travel and out-of-pocket expenses, payable to Dr. I. Ashok, Practicing Cost Accountant (Membership No. 11929), who has been appointed by the Board of Directors as the Cost Auditor of the Company for the financial year 2024-25 be and is hereby ratified.”

By Order of the Board

For TVS Srichakra Limited

Sd/-

Place : Madurai Date : June 25, 2024

SHOBHANA RAMACHANDHRAN

Managing Director (DIN: 00273837)

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Notes:

1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No.02/2021 dated January 13, 2021, and circular No.2 and 3 dated May 05, 2022, Circular No. 10/2022 dated December 28, 2022, and General Circular 9/2023 dated September 25, 2023 issued by Ministry of Corporate Affairs (MCA) and all other relevant circulars issued from time to time (Collectively referred to as the “MCA Circulars”) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 issued by SEBI, Companies are allowed to hold Annual General Meeting (“AGM”) / Extraordinary General Meeting (“EGM”) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), without the physical attendance of members. The AGM of the Company is being convened to be held through VC/ OAVM in compliance with circulars.

2. In terms of the provisions of the Act, a member is entitled to attend and vote at the AGM and is also entitled to appoint a proxy on his / her behalf to attend and vote at the AGM. Since the Company’s AGM is being held through VC / OAVM, physical attendance of members have been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC / OAVM and cast their votes through e-voting.

3. Institutional / corporate members (i.e. other than individuals / HUF, NRI, etc.,) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body resolution / authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said resolution / authorisation shall be sent to the Scrutinizer by email through its registered email address to baluoogeetha@gmail.com with a copy marked to secretarial@eurogriptyres.com

4. In terms of SEBI circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company / Depositories as at the close of business hours on 9[th] August 2024. Members may note that the Notice and Annual Report 2023-24 are available on the Company’s website www.tvseurogrip.com, websites of the National Stock Exchange of India Limited www.nseindia.com, BSE Ltd., www.bseindia.com and on the website of NSDL https://www.evoting.nsdl.com

5. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. The members can join the AGM through VC / OAVM mode at least 30 minutes before the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation in the AGM through VC / OAVM will be made available for 1000 members on a first come first served basis. This will exclude members holding 2% or more shareholding, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM irrespective of the restriction on first come first served basis.

7. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

8. A statement showing additional information about the director seeking appointment / re-appointment is annexed to the notice as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations, 2015’) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of the Company Secretaries of India.

9. The information required to be provided as per Section 102 of the Companies Act, 2013, Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India and the SEBI LODR Regulations, 2015, are furnished in the explanatory statement which is annexed hereto.

E-VOTING FACILITY

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI LODR Regulations (as amended), and the relevant circulars issued by the MCA, the Company is providing facility of remote e-voting and e-voting to its members in respect of the businesses to be transacted at the AGM. For this purpose, the Company has engaged the services of National Securities Depository Limited (NSDL), as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL in a secure manner.

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1. The remote e-voting period would commence on Monday, 9[th] September 2024 (9.00 AM) and end on Wednesday, 11[th] September 2024 (5.00 PM).

During the above period, members holding shares either in physical form or in dematerialised form, as on the cut-off date of 5[th] September 2024, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting after 5.00 PM on Wednesday, 11[th] September 2024. Once the vote on a resolution has been cast by the member, the member cannot change it subsequently.

1. The voting rights of members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on 5[th] September 2024. A person, 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 (5[th] September 2024) shall be entitled to avail the facility of remote e-voting as well as e-voting at the time of the meeting. Notice is being sent to all the members whose names appear on the Register of Members / list of Beneficial Owners, as received from NSDL / Central Depository Services (India) Limited (CDSL) as at the close of business hours on 9[th] August 2024. Any person, who acquires shares of the Company and becomes a member after despatch of the Notice, but holding shares as on the cut-off date for remote e-voting i.e. 5[th] September 2024, may obtain the login Id and password by sending a request to yuvraj@integratedindia.in or contact our Registrar & Share Transfer Agent, M/s Integrated Registry Management Services Private Limited, Kences Towers, 2[nd] Floor, No.1, Ramakrishna Street, North Usman Road, T Nagar, Chennai 600017. Those members who will be present in the AGM through VC / OAVM facility and have not cast their vote for the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

2. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

3. Members can opt for only one mode of voting, i.e., either by remote e-voting or e-voting. In case members cast their votes through both the modes, voting done by e-voting shall prevail. The procedure and instructions for e-voting are furnished in this notice.

4. 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.

5. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the download section of www.evoting.nsdl.com or call on no.: 022 - 4886 7000 or send a request to evoting@nsdl.com

6. The Board of Directors has appointed Mr. N Balachandran, Company Secretary in Practice, Chennai, as the Scrutinizer to scrutinize the e-voting and remote e-voting processes in a fair and transparent manner.

7. The Scrutinizer shall, immediately after the conclusion of e-voting, on the date of AGM, first count the e-votes cast during the AGM, thereafter, unblock the votes cast through remote e-voting in the presence of at least two witnesses who are not in the employment of the Company. The Scrutinizer shall within two working days of conclusion of the meeting submit his report, on the outcome of voting to the Chairman / Managing Director / Chief Financial Officer / Company Secretary of the Company.

8. The results along with the Scrutinizer’s Report shall be placed on the website of the Company www.tvseurogrip.com immediately. The results shall also be communicated to the Stock Exchanges, BSE Ltd., and National Stock Exchange of India Limited, Mumbai.

20. Updation of members’ details:

Members holding shares in electronic form

SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members are requested to submit their PAN to the Depository Participant(s) (DP) with whom they are maintaining their demat accounts.

Members are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC Code, Mandates, Nominations, Power of Attorney, Change of Address / Name / e-mail Address / Contact Numbers, etc., to their DP.

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Members holding shares in physical form

SEBI, vide its Master Circular dated 7[th] May 2024 and subsequent notifications thereto, has mandated members of companies holding securities in physical mode to do the following:

1. Register PAN linked with Aadhaar through Form ISR 1 (including joint members)

2. Register Nomination details through Form SH-13 / cancellation or variation in nomination through Form SH-14

3. Register Postal address with PINCODE, E-mail ID / Mobile Number through Form ISR 1

4. Register Bank account details, name of the bank and branch, IFS code through Form ISR 1

5. Register specimen signature through Form ISR 2

In order to mitigate unintended challenges on account of freezing of folios and referring frozen folios to the administering authority under the aforesaid Acts, SEBI, vide its Circular dated 17[th] November 2023, has done away with the provision regarding freezing of folios lacking PAN, KYC, and Nomination details or referring them to the administering authorities.

Further SEBI has mandated that effective from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

The Securities and Exchange Board of India (SEBI) has mandated that any requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. The members are therefore requested to immediately initiate necessary steps to dematerialise the shares held in physical form.

BOOK CLOSURE, DIVIDEND PAYMENT AND TAX ON DIVIDEND

1. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and the Share Transfer books of the Company will remain closed from Saturday, 31[st] August 2024 to Thursday, 12[th] September 2024 (both days inclusive) for determining the members who shall be eligible for dividend.

The Company has fixed Friday, 30[th] August 2024 as the ‘Record Date’ for determining entitlement of members to dividend

for the financial year ended on 31[st] March 2024.

The dividend of ₹ 47.34 per Equity Share of ₹ 10/- each (473.40%), if approved at the AGM, will be paid by electronic mode.

1. Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of members with effect from 1[st] April 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at rates prescribed in Income-Tax Act, 1961 (the “IT Act”). In general, to enable the compliance with TDS requirements, members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act, with their Depository Participants or in case shares are held in physical form, with the Company or Registrar and Transfer Agent (RTA), by sending email to Company’s email address secretarial@eurogriptyres.com or RTA’s email address yuvraj@integratedindia.in

For Resident Shareholders the Tax shall be deducted at source under Section 194 of the Income-tax Act, 1961 @10% on the amount of Dividend declared and paid by the Company during the Financial Year (“FY”) 2023-24 provided a valid PAN is provided by the member. If PAN is not submitted, TDS would be deducted @ 20% as per Section 206AA of the Incometax Act, 1961.

For Resident Individual the TDS shall not be deducted on the Dividend payable to a resident Individual if the total dividend to be received during FY 2023-24 does not exceed Rs. 5,000/-. Please note that this includes the future dividends, if any, which may be declared by the Board in FY 2024-25. Separately, in cases where the member provides Form 15G (applicable to any person other than a Company or a Firm) / Form 15H (applicable to an Individual above the age of 60 years), no tax at source shall be deducted provided that the eligibility conditions are being met. PAN is mandatory. To avail the benefit of non-deduction of tax at source, members may send the form 15G/ 15H by an email to tsldividend@eurogriptyres.com latest by 5.00 P.M. (IST), 5[th] September, 2024.

Non-resident members can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents, with proper attestation and duly signed and filled-in all respects, i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to tsldividend@eurogriptyres.com. The aforesaid declarations and documents need to be submitted by the members by 5.00 P.M. (IST), 5[th] September 2024.

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In case shares are held by Clearing Member / Intermediaries / Stock Brokers on behalf of the beneficial owners, TDS on dividend will be deducted in the hands of beneficial owner as per the provisions of Rule 37BA (2) of Income Tax Rules, 1962, provided, the Clearing Member / Intermediaries / Stock Brokers has to provide a declaration along with detailed list of beneficiaries to the Company on or before 5[th] September 2024, to enable the Company to process the dividend and TDS accordingly.

Declaration received after the 5[th] September 2024 will not be considered for claiming benefits under Rule 37BA (2) of the Income Tax Rules, 1962.

TRANSFER OF UNCLAIMED/UNPAID DIVIDEND AND THE SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

1. Members whose dividends remain un-encashed or unclaimed for a period of seven (7) consecutive years, shall be transferred to the Investor Education and Protection Fund Authority (IEPF Authority), by the Company. Accordingly, the unclaimed dividend for the financial year ended 31[st] March 2015 has been transferred to IEPF Authority on 14[th] November 2022 and for the financial year ended 31[st] March 2016, Interim dividend I transferred on 31[st] March 2023 and Interim dividend II on 4[th] May 2023.

2. As per SEBI notification, members who have not encashed their dividend for a period of seven (7) consecutive years, their shares will be transferred to IEPF authority. Accordingly, for those members who have not encashed dividend upto the financial years 2014-15 & 2015-16 (Interim I and Interim II their shares have been transferred to IEPF Authority, on 24[th] November 2022, 6[th] April 2023 and 10[th] May 2023 respectively.

3. Members who have not encashed their dividend for the financial year 2016-17 and upto 2023-24, are requested to write to the RTA of the Company, mentioning the relevant Folio number or DP ID and Client ID to credit the dividend in their bank accounts.

4. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection by the members by writing an e-mail to the Company at secretarial@eurogriptyres.com.

OTHERS

1. SEBI vide its Circulars dated 31[st] July 2023, and 4[th] August 2023, read with Master Circular dated 31[st] July 2023 (updated as on 11[th] August 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market.

Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

The Board, based upon the recommendation of Audit Committee at its meeting held on 11[th] May 2024, has appointed Dr. I Ashok, Practicing Cost Accountant, holding Membership No. 11929, as Cost Auditor of the Company for the financial year 2024-25 and has fixed a sum of Rs.1,37,500/- (Rupees one lakh thirty-seven thousand and five hundred only) as remuneration payable towards the audit.

In terms of Section 148 of the Companies Act, 2013 and read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditor, as recommended by Audit committee and approved by the Board, is required to be ratified by the members of the Company at the Annual General Meeting.

Accordingly, the consent of the members is sought for passing an Ordinary Resolution as set out in Item No. 4 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending 31[st] March 2025.

The Board recommends the ordinary resolution set out at item no.4 for approval of the members of the company.

None of the directors nor Key Managerial Personnel of the Company nor their relatives are concerned or interested, financially or otherwise, in the resolution as set out in Item No.4.

By Order of the Board

For TVS Srichakra Limited

Place: Madurai Date : June 25, 2024

Sd/SHOBHANA RAMACHANDHRAN Managing Director (DIN 00273837)

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PARTICULARS OF DIRECTORS AS REQUIRED TO BE FURNISHED UNDER SECRETARIAL STANDARD (SS-2) ON GENERAL MEETINGS AND REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

REGULATIONS, 2015
Name of the Director	Mr. S. Ravichandran
Director Identifcation Number(DIN)	01485845
Designation	Non-Executive Director
Date of Birth / Age(Years)	01.06.1955 / 68years
Qualifcation	B.E. MBA
Brief Profle & experience in specifc functional areas	Mr. S Ravichandran serves on the board of many Indian and Overseas Companies as Director. He is an Engineering Graduate with Management degree from the prestigious Indian Institute of Management, Ahmedabad and brings to the table diverse professional experience spanning over 43 years in consumer durables, automobiles, and logistics industries. He has worked with industry leaders such as Voltas, Mahindra and TVS Supply Chain Solutions in India and in foreign territories, giving him the requisite experience to be a well-rounded executive.
Terms and Conditions of Appointment / Re- appointment	Re-appointment as a Non-executive Director, liable to retire by rotation
Remuneration last drawn (including sitting fees, if any)	Details of remuneration last drawn is provided in Corporate Governance Report.
Remuneration proposed to be paid	Sitting Fees, Commission and Remuneration as may be decided by Board accordingto theprovisions of law.
Listed entities in which the Director has resigned inpast 3years	TVS Supply Chain Solutions Limited (Resigned with efect from Close of business hours on August 29, 2023)
Shareholdingin the Company	5 Shares
Date of frst appointment on the Board	13thAugust, 2020
Relationshipbetween Directors inter se	Mr. S. Ravichandran not related to anyof the other directors of the Company.
Number of Board meetings attended	8
List of Directorships held in other Companies including Listed Entities if any	TVS Packaging Solutions Private Limited, White Data Systems India Private Limited, TVS SCS Global Freight Solutions Limited, (Resigned on 15/05/2024) TVS Industrial & Logistics Parks Private Limited, TVS Toyota Tsusho Supply Chain Solutions Limited, FLEXOL Packaging (India) Limited, TVS Infrastructure Investment Manager Private Limited and Nyaybodha Technologies & Business Solutions Private Limited (Appointed on 13/06/2024)
Member / Chairman in the Committees of the Board	TVS Industrial & Logistics Parks Private Limited
	Audit Committee	Member

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins on Monday, 9[th] September 2024 at 9.00 A.M. and ends on Wednesday, 11[th] September 2024 at 5.00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., 5[th] September 2024, may cast their vote electronically. The voting right of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 5[th] September 2024.

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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 and joining virtual meeting for Individual members holding securities in demat mode

In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members 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 members holding securities in demat mode is given below:

Type of members		Login Method
Individual Members holding securities in demat mode with NSDL.	1.	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 or joiningvirtual meeting& votingduringthe meeting.
	2.	If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp
	3.	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 ‘Member/Members’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold 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 or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting.
	4.	Member/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 Members holding securities in demat mode with CDSL	1.	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 website www.cdslindia.comand click on login icon & New System Myeasi Tab and then useyour existingmyeasi username &password.
	2.	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 or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Votingserviceproviders’ website directly.
	3.	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.
	4.	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-Voting Service Providers.
Individual Members (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 during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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 Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk bysendinga request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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B) Login Method for e-Voting and joining virtual meeting for members other than Individual members holding securities in demat mode and members 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 ‘Member/Members’ 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 :

proceed to Step 2 i.e. Cast your vote electronically Your User ID details are given below :
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 129845 then user ID is 129845001

2. Password details for members other than Individual members are given below:

3. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

4. 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.

5. 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 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’.

6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those members whose email ids are not registered.

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

9. 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.

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

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• 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.

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

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

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

• After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

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.

General Guidelines for members

1. Institutional members (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 baluoogeetha@gmail.com with a copy marked to evoting@nsdl.com Institutional members (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 Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to evoting@nsdl.com

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Process for those members whose email ids are not registered with the depositories for procuring user id and password and registration of mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to secretarial@eurogriptyres.com

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 (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to secretarial@eurogriptyres.com. If you are an Individual member 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 and joining virtual meeting for Individual members holding securities in demat mode.

3. Alternatively, member/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 members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER: -

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Member/ members, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Member/Members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are advised to join the Meeting through Laptops for better experience.

3. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members who desire to pose queries are kindly requested to submit in advance via email to secretarial@eurogriptyres. com, by mentioning their name, demat account number/folio number, email id, and mobile number. The company will respond to the queries in an appropriate manner.

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1. Members who intend to express their views or have questions regarding the Annual General Meeting (AGM) are requested to submit their inquiries in advance. Please include your name, demat account number/folio number, email id, and mobile number while mailing the queries to agm.questions@eurogriptyres.com. The company will respond to the queries appropriately.

2. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at agm.speakers@eurogriptyres.com between 6[th] September, 2024 (9:00 A.M. IST) to 8[th] September, 2024 (5:00 P.M. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

3. Members, who prefer not to speak during the AGM but have queries, can submit their inquiries via email to agm.questions@ eurogriptyres.com, providing their name, DP ID, Client ID/folio number, PAN, and mobile number. The submission period for these queries is between 6[th] September 2024, (9:00 A.M. IST), to 8[th] September 2024, (5:00. P.M. IST). The company will respond to these queries appropriately via email.

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