TVS Srichakra Ltd. — AGM Information 2025

Aug 25, 2025

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REF:TSL:SEC:2025/139

August 25, 2025

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 42[nd] Annual General Meeting (AGM) and Annual Report 2024-25

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) The notice of the 42[nd] AGM of the Company is scheduled to be held on Wednesday, 17[th] September 2025 at 10.30 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 2024-25.

The Notice convening the AGM and the Annual Report for the year ended 31[st] March 2025 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 CHINMOY Digitally signed by CHINMOY PATNAIK PATNAIK Date: 2025.08.25 19:32:04 +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 42[nd ] Annual General Meeting (“ AGM” ) of the Company will be held through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) on Wednesday, 17[th] September 2025 at 10.30 A.M. (IST) to transact the following businesses:

ORDINARY BUSINESS

1. Adoption of audited Financial Statements of the Company for the year ended 31[st] March 2025 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 2025 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 ₹.16.89 (Rupees Sixteen and Eighty-Nine paise only) per share (168.90%) for the year ended 31[st] March 2025 on 76,57,050 Equity Shares of ₹.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 5[th] September 2025.”

3. Appointment of Mr. P Srinivasavaradhan 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. P Srinivasavaradhan (DIN :08701214), is hereby reappointed as a director of the Company, 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 Rule 14 of the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the remuneration payable to Dr. I Ashok, Cost Accountant (Membership No. 11929), appointed by the Board of Directors based upon the recommendation of the Audit Committee, as Cost Auditor of the Company to conduct the audit of the cost records of the Company for financial year 2025-26, amounting to Rs. 1,37,500/- (Rupees One Lakh Thirty-Seven Thousand and Five Hundred only) plus applicable taxes and reimbursement of out-of-pocket expenses in connection with the audit, be and is hereby ratified.”

5. Appointment of Secretarial 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 204 and other applicable provisions, if any, of the Companies Act, 2013 (“ the Act ”), read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the appointment of M/s. SPNP & Associates, Practicing Company Secretaries (Firm Registration No. P2019TN078700), Chennai, by the Board of Directors at its meeting held on 27[th] May 2025, as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from 1[st] April 2025, be and is hereby approved.

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RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized, including authorisation to fix fees along with powers to delegate, to take all necessary steps and to do all such acts, deeds, matters and things as may be necessary, proper and expedient to give effect to this Resolution. “

By Order of the Board For TVS Srichakra Limited

Sd/-

Place : Madurai Date : 25[th ] June, 2025

SHOBHANA RAMACHANDHRAN Managing Director (DIN: 00273837)

Notes:

1. Pursuant to the Circular No. 14/2020 dated 8[th] April, 2020, Circular No.17/2020 dated 13[th] April, 2020, Circular No. 20/2020 dated 5[th] May 2020, Circular No.02/2021 dated 13[th] January 2021, and circular No.2 and 3 dated 5[th] May 2022, Circular No. 10/2022 dated 28[th] December 2022, General Circular 9/2023 dated 25[th] September 2023 and Circular No. 09/2024 dated 19[th] September 2024, issued by the Ministry of Corporate Affairs ( MCA) and all other relevant circulars issued from time to time (Collectively referred to as the “MCA Circulars” ) and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October 2024, Companies are allowed to hold AGM 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 the circulars. The deemed venue for the AGM shall be the Registered Office of the Company, i.e., TVS Building, 7-B West Veli Street, Madurai 625 001.

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. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM. However, it is clarified that 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 compliance with the aforesaid MCA Circulars and applicable SEBI Circular(s) and other relevant circulars and notifications issued in this regard, Notice of the AGM along with the Annual Report 2024-25 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 15[th] August 2025. Further, in accordance with Regulation 36(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter containing the web-link, along with the exact path to access the complete Notice of the AGM and the Annual Report 2024-25 is being sent to those members who have not registered their e-mail addresses.

Members may note that the AGM Notice and Annual Report 2024-25 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.

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

2. 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 only for 1,000 members on “first come first serve” 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 serve” basis.

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

2. The term Member(s) or Shareholder(s) are used interchangeably in this Notice.

3. 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.

4. 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 National Securities Depository Limited (NSDL) as the authorized agency. The facility for casting votes by a member using a remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL in a secure manner.

2. 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 10[th] September 2025. 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 (10[th] September 2025) shall be entitled to avail the facility of remote e-voting as well as e-voting at the time of the meeting. The remote e-voting period would commence on Saturday, 13[th] September 2025 (9.00 AM) and end on Tuesday, 16[th] September 2025 (5.00 PM). The remote e-voting module shall be disabled by NSDL for voting after 5.00 PM on Tuesday, 16[th] September 2025. Once a member has cast their vote on a resolution, it cannot be changed subsequently.

3. 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 15[th] August 2025. 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. 10[th] September 2025, 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.

4. Members who have already cast their vote through remote e-voting prior to the meeting may attend the meeting but shall not be entitled to vote again. Members who are present at the AGM via VC/OAVM facility, have not cast their vote through remote e-voting, and are otherwise eligible, shall be entitled to vote through the e-voting system during the AGM.

5. 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 modes, voting done by e-voting shall prevail. The procedure and instructions for e-voting are furnished in this notice.

6. 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.

7. 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.

8. The Board of Directors have 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.

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1. The Scrutinizer shall, immediately after the conclusion of e-voting, on the date of the 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.

2. 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.

3. Updation of members’ details:

Members holding shares in electronic form

The Securities and Exchange Board of India (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.

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

Further SEBI has mandated that effective from 1[st] April 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, contact details (Postal Address with PIN and mobile number), bank account details and specimen signature.

Further, 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 the depository. The members are therefore requested to immediately initiate necessary steps to dematerialise the shares held in physical form.

Record Date, Dividend Payment and Tax on Dividend

1. The Company has fixed Friday, 5[th] September 2025 as the ‘Record Date’ for determining the entitlement of members for dividend for the financial year ended on 31[st] March 2025.

The dividend of ₹16.89/- per Equity Share of ₹10/- each 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 IncomeTax 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”) 2024-25 provided a valid PAN is provided by the member. If PAN is not submitted, TDS would be deducted at 20% as per Section 206AA of the Income-tax Act, 1961.

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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 2024-25 does not exceed ₹ 5,000/-. Please note that this includes 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 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, 2025.

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 2025.

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 2025, to enable the Company to process the dividend and TDS accordingly.

Declaration received after the 5[th] September 2025 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 2017 was transferred to IEPF Authority on 11[th] October 2024.

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 for the financial year 2016-17, their shares were transferred to IEPF Authority, on 17[th] October 2024. Kindly note that unpaid dividend and equity shares related to dividends for the financial year 2017-18, which have remained unclaimed for a period exceeding seven years are required to be transferred to the IEPF Authority during October 2025.

3. Members who have not encashed their dividend for the financial year 2017-18 and upto 2024-25, 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 23[rd] June 2025, 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).

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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 27[th] May 2025, has appointed Dr. I Ashok, Practicing Cost Accountant, holding Membership No. 11929, as Cost Auditor of the Company for the financial year 2025-26 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 (Cost Records and Audit) Rules, 2014, the remuneration payable to Cost Auditor is required to be ratified by the members of the Company at the Annual General Meeting. Accordingly, the consent of the members is sought to pass as an Ordinary Resolution as set out in Item No. 4 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the accompanying Notice for approval by the Members.

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.

Item No. 5

The provisions of Section 204 of the Companies Act, 2013, read with applicable rules, require a Company to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to the Board’s Report. Recent regulatory changes have prescribed minimum term limits for the appointment of Secretarial Auditors and require shareholders’ approval for such appointments.

The Board of Directors at its meeting held on 27[th] May 2025, approved for the appointment of M/s. SPNP & Associates, Practicing Company Secretaries (Firm Regn. No. P2019TN078700), Chennai, as the Secretarial Auditors of the Company for a period of five consecutive years effective from 1[st] April 2025 to 31[st] March 2030, which is subject to the approval of the members.

M/s. SPNP & Associates is a peer-reviewed firm established in 2011, with offices in Chennai and Bangalore, and has relevant experience in handling secretarial audits of companies across sectors including manufacturing, financial services, NBFCs and pharmaceuticals.

The firm has confirmed that:

• They meet all eligibility criteria for the appointment.

• They are peer-reviewed and hold a valid certificate issued by the Institute of Company Secretaries of India (ICSI); and

• They are not disqualified for this appointment and have no conflict of interest.

The proposed remuneration for the first financial year 2025-26 is ₹ 2,50,000/- (Rupees Two Lakh Fifty Thousand only), which shall include the issuance of the Secretarial Audit Report, the Annual Secretarial Compliance Report and the Certificate of Non-Disqualification of Directors. The remuneration for subsequent financial years shall be determined by the Board or the Managing Director, in consultation with the Secretarial Auditors. Any additional certifications or services, as permitted under applicable laws, shall be undertaken separately, based on mutual agreement.

M/s. SPNP & Associates has provided their consent to act as Secretarial Auditors and confirmed that the appointment, if approved, would be in compliance with applicable laws.

Accordingly, approval of the members is sought by way of an Ordinary Resolution for their appointment.

The Board recommends the resolution set out in Item No. 5 of the accompanying Notice for the approval of the members.

None of the Directors or Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise, in the proposed resolution.

By Order of the Board For TVS Srichakra Limited

Place: Madurai Date : 25[th] June 2025

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. P. Srinivasavaradhan
Director Identifcation Number(DIN)	08701214
Designation	Non-Executive Director
Date of Birth / Age(Years)	02.05.1963 / 62years
Qualifcation	B.E.
Brief Profle & experience in specifc functional areas	Mr. P. Srinivasavaradhan is an accomplished Engineering Graduate with over 30 years of extensive industrial experience spanning Research & Development, Operations, Projects and International Marketing. During his tenure as President of TVS Srichakra Limited, he steered the organization with a strong vision for innovation and growth, playing a pivotal role in strengthening the company’s position in the automotive sector. He currently serves as a Non-Executive Director on the Board of the Company. His treasure of knowledge and strategic acumen continue to drive excellence and innovation across all his ventures.
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 decided by the Board of directors.
Listed entities in which the Director has resigned in thepast 3years	Not Applicable
Shareholdingin the Company	800 Shares
Date of frst appointment on the Board	13thAugust 2020
Relationship between Directors inter se	Mr. P. Srinivasavaradhan is not related to any of the other directors of the Company.
Number of Board meetings attended	5/5 duringthe fnancialyear 2024-25.
List of Directorships held in other Companies including listed entities, if any	1. SI Air Springs Private Limited 2. TVS SIRIUS Controls Private Limited 3. TVSMobility Polymeric Products Private Limited 4. Sabo Hema Automotive Private Limited
Chairman / Member of the Committees of other Companies on which he is a director (only Audit Committee and Stakeholders’ Relationship Committee)	Not Applicable

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

The remote e-voting period begins on Saturday, 13[th] September 2025 at 9.00 A.M. and ends on Tuesday, 16[th] September 2025 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., 10[th] September 2025, 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, i.e. 10[th] September 2025.

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:

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Step 1: Access to NSDL e-Voting system

• A) Login method for e-Voting for Individual Members holding securities in demat mode

In terms of SEBI circular dated 9[th] December 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.	For OTP based login you can click onhttps://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.
	2.	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
	3.	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 at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	4.	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 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 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.
	5.	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 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 websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi 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. Additionally, there is 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.
	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.com home 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.

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 withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022 - 4886 7000.
Individual Members holding securities in demat mode withCDSL	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.

• B) Login Method 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?

• 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.

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1. 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 e-services 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:

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 135435 then user ID is 135435001

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’.

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

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

8. 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.

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

10. 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.

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

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

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

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

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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.

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.

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 Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Prajakta Pawle at evoting@nsdl.com

Process for those Members whose email ids are not registered with the depositories for procuring user id and password and registration of e 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 shareholder, 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 Members 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 Members 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 9[th] December 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.

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

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

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

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the 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 AGM shall be the same person mentioned for Remote e-voting.

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

1. Members will be provided with a facility to attend the 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 the 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.

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

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

5. 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.

6. 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.

7. Members who intend to express their views or have questions regarding the Annual General Meeting 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.

8. 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 11[th] September 2025 (9:00 A.M. IST) to 13[th] September 2025 (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.

9. 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 11[th] September 2025 (9:00 A.M. IST) to 13[th] September 2025 (5:00 P.M. IST). The company will respond to these queries appropriately via email.

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