TVS Srichakra Ltd. — Proxy Solicitation & Information Statement 2024

Mar 1, 2024

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REF:TSL:SEC:2024/68

1[st] March 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 Sir / Madam,

Sub : Notice of Postal Ballot

Ref : Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)

In terms of the provisions of Section 110, 108 and other applicable provisions of the Companies Act, 2013 (“Act”)and the underlying rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the shareholders of the Company is being sought by Postal Ballot by way of voting through electronic means (remote e-voting) offered by National Securities Depository Limited (NSDL) for the items as set out in the Notice of Postal Ballot dated 13th February, 2024, which are summarised below:

• a) Appointment of Mr. Ashok Srinivasan (DIN: 06539656) as Independent Director for a period of five (5) years effective from 13[th] February 2024

• b) Appointment of Mr. Piyush Jinendrakumar Munot (DIN: 00119507) as Independent Director for a period of five (5) years effective from 13[th] February 2024

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the notice of Postal Ballot is attached herewith.

Companies are permitted to conduct postal ballot by sending e-mails to all its shareholders who have registered their email addresses with the Company or depository / depository participants. Accordingly, this notice is being sent to members who have registered their e-mail addresses and is not being sent to members who have not registered their e-mail addresses. Further, the communication of assent / dissent of the members can only take place through the remote e-voting system. This Postal Ballot is being conducted in compliance with the MCA Circulars.

The remote e-voting period will commence from Tuesday, 5[th] March 2024 at 9.00 AM and will end on Wednesday, 3[rd] April 2024 at 5.00 PM.

This is for your information and record.

Thanking you Yours faithfully For TVS SRICHAKRA LIMITED

CHINMOY Digitally signed by CHINMOY PATNAIK PATNAIK Date: 2024.03.01 16:08:29 +05'30' Chinmoy Patnaik Company Secretary & Compliance Officer Membership No. A14724

TVS Srichakra Limited

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 E-Mail: secretarial@eurogriptyres.com I 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 WST VELI STREET, MADURAI 625001 Website: www.tvseurogrip.com

E-mail ID secretarial@eurogriptyres.com Telephone : 0452 2443300

POSTAL BALLOT NOTICE

(through e-voting)

(In terms of Sections 110, 108 and other applicable provisions of the Companies Act, 2013 read with the underlying rules)

Dear Member(s),

NOTICE is hereby given, in terms of the provisions of Section 110, 108 and other applicable provisions of the Companies Act, 2013 (“ Act ”)and the underlying rules, applicable Secretarial Standard including any statutory modification or re-enactment thereof for the time being in force, Regulation 44 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR” ) and General Circular 9/2023 dated 25[th] September, 2023 issued by Ministry of Corporate Affairs (‘MCA Circular’) , that the Special Resolutions contained herein are proposed to be passed by the members through electronic voting (remote e-voting process).

The proposed resolutions together with the Explanatory Statement, pursuant to Section 102(1) and 110 of the Act, setting out the material facts and reasons thereof and the additional information as required under the SEBI LODR are annexed to this Postal Ballot Notice and forms part of this Notice.

The Company has engaged National Securities Depository Limited (“ NSDL ”) for facilitating the members to communicate their assent or dissent to the proposed resolutions through ‘‘remote e-voting’’. The procedure for voting through ‘‘remote e-voting’ is contained herein for your kind reference.

The Postal Ballot Notice (“ Notice ”) is being sent by email to all the members of the company, whose email addresses are available in the beneficial ownership data of National Securities Depository Limited and Central Depository Services (India) Limited (‘Depositories’) and in the record of the Registrar and Share Transfer Agent (‘RTA’) of the Company.

The voting rights of the members shall be in proportion to the shares held by them in the paidup equity share capital of the Company as on 23[rd] February 2024 (“Cut Off Date”).

Members are requested to carefully read the instructions printed for remote e-voting and to cast their votes electronically during the period from 5[th] March 2024 (9.00 AM) to 3[rd] April 2024 (5.00 PM) (“Remote e-voting period”) by following the procedure as mentioned under the Explanatory Statement.

The Board of directors (“Board”) have appointed Mr. N Balachandran, Practicing Company Secretary, (CP No. 3200) Chennai, as the Scrutinizer to conduct the Postal Ballot through e- voting process in a fair and transparent manner.

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The Scrutinizer will submit his report to the Authorized Director or any Authorized person for declaration of the result of the remote e-voting on or before 5[th] April 2024 at the registered office of the Company. The results of the e-voting and the Scrutinizer’s report will also be placed on the Company’s website www.tvseurogrip.com and will be communicated to the National Stock Exchange of India Limited and BSE Limited, where the equity shares of the Company are listed.

The last date of e-voting is Wednesday, 3[rd] April 2024 and upon approval of the resolutions with requisite majority, the same shall be deemed to be the date of passing of the resolutions by the members of the Company.

Members requiring any clarification may contact Mr. Chinmoy Patnaik, Company Secretary at the Company’s Plant located at Perumalpatti Road, Vellaripatti Village, Melur Taluk, Madurai or through e-mail viz., secretarial@eurogriptyres.com or telephone 0452 2443300.

The Notice is available on the Website of the Company at www.tvseurogrip.com.

All documents, referred to in this Notice and the Explanatory Statement, are open for inspection at the registered office of the Company during the office hours (between 10.00 A.M. and 12.00 Noon) on all working days upto 3[rd] April 2024, excluding Saturday and Sunday.

SPECIAL BUSINESS

Item No.1

APPOINTMENT OF MR. ASHOK SRINIVASAN AS INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass the following Resolutions as a Special Resolution:

“RESOLVED THAT in terms of the provisions of Sections 149, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), Mr. Ashok Srinivasan (DIN: 06539656) is hereby appointed as Independent Director of the company, not liable to retire by rotation, for a term of 5 consecutive years commencing from 13[th] February 2024 till 12[th] February, 2029 (both days inclusive).

RESOLVED FURTHER THAT any Director or the Company Secretary or the Chief Financial Officer of the Company, be and are hereby authorized severally to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this Resolution”.

Item No.2

APPOINTMENT OF MR. PIYUSH JINENDRAKUMAR MUNOT AS INDEPENDENT DIRECTOR

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT in terms of the provisions of Sections 149, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), Mr. Piyush Jinendrakumar Munot (DIN: 00119507) is hereby appointed as Independent Director of the company, not liable to retire by rotation, for a term of 5 consecutive years commencing from 13[th] February 2024 till 12[th] February 2029 (both days inclusive).

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RESOLVED FURTHER THAT any Director or the Company Secretary or the Chief Financial Officer of the Company, be and are hereby authorized severally to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this Resolution”.

On behalf of the Board of directors For TVS Srichakra Limited

Place: Madurai Date: 13[th] February 2024

Sd/SHOBHANA RAMACHANDHRAN Managing Director

DIN: 00273837

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL RESOLUTIONS SET OUT IN THIS NOTICE

The following Explanatory Statement sets out all the material facts relating to the special businesses set out in the Notice.

Item No.1

The Board of directors of your Company, based on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Ashok Srinivasan (DIN: 06539656) as Additional Director in the category of Independent Director of the company for a period of five (5) consecutive years effective from 13[th] February 2024 which is subject to the approval of the shareholders of the Company by way of a Special Resolution.

In terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the Company is required to obtain approval of shareholders for the appointment of an Independent Director at the next general meeting or within a time of 3 (three) months from the date of appointment, whichever is earlier. Therefore, there is a need to conduct postal ballots through remote e voting process.

Mr. Ashok Srinivasan (DIN: 06539656) is about 47 years of age. He holds a Bachelor of Arts in Economics from the University of Michigan where he was a James B. Angell and CIGNA Merit Scholar. He also holds a Master's in Business Administration from the University of Virginia, where he was a recipient of the faculty award for academic excellence, awarded to the top 10 percent of each graduating class. He is an experienced and accomplished investment and finance professional, with over 20 years of global expertise. Currently, he manages family offices in Singapore and India.

He has declared to the company that he is not disqualified from being appointed as Director in terms of Section 164(2) of the Act. The company has received a declaration from Mr. Ashok Srinivasan stating that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI LODR. His name is registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs as stipulated by the Ministry of Corporate Affairs. He is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. He has also confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties in terms of Regulation 25(8) of SEBI LODR.

The Company has also received a notice in writing pursuant to Section 160 of the Companies Act, 2013 (“the Act”) from a Member signifying intention to propose the candidature of Mr. Ashok Srinivasan as an Independent Director of the Company.

In the opinion of the Board, Mr. Ashok Srinivasan fulfills the conditions and skillset as required under the Act and SEBI LODR for his appointment as Independent Director and he is independent of the management.

Considering his professional background and experience, the Board considers that the appointment of Mr. Ashok Srinivasan as Independent Director of the Company will be in the best interest of the Company and, accordingly, it is proposed to appoint Mr. Ashok Srinivasan as Independent Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years effective from 13[th] February 2024.

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Hence, the Board recommends the Special Resolution set out at item no. 1 of the accompanying notice for approval of the members.

Copy of draft letter of appointment of Mr. Ashok Srinivasan as Independent Director setting out the terms and conditions are available for inspection, without any fee, by the members at the Registered Office of the Company during the office hours (between 10.00 A.M. and 12.00 Noon) on all working days upto 3[rd] April 2024, excluding Saturday and Sunday.

A brief profile and specific areas of expertise of Mr. Ashok Srinivasan are given in this Notice as “ Annexure 1 ”.

Except Mr. Ashok Srinivasan (being appointee), none of the directors or Key Managerial Personnel (KMP) of the Company or their relatives are concerned or interested, either financially or otherwise, in the resolution set out in Item No.1.

Item No.2

The Board of directors of your Company, based on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Piyush Jinendrakumar Munot (DIN: 00119507) as Additional Director in the category of Independent Director of the company for a period of five (5) consecutive years effective from 13[th] February 2024 which is subject to the approval of the shareholders of the Company by way of a Special Resolution.

In terms of Regulation 17(1C) of SEBI LODR, the Company is required to obtain approval of shareholders for the appointment of an Independent Director at the next general meeting or within a time period of 3 (three) months from the date of appointment, whichever is earlier. Therefore, there is a need to conduct Postal Ballot through remote e voting process.

Mr. Piyush Jinendrakumar Munot is about 46 years of age. He is a Mechanical Engineer, holding both Bachelor’s and Master’s degrees from the University of Applied Sciences Konstanz, Germany. He currently serves as the Managing Director of Varsha Forgings and holds the position of CEO & Director of KCTR Varsha Automotive. He is a respected member of the Young Presidents Organisation (YPO Pune) since 2015. Within the Auto Component Manufacturing Association of India (ACMA), he has been elected a member of the Executive Committee from 2014-2023. He previously held the office of Co-Chairman of the Western Region.

He has declared to the company that he is not disqualified from being appointed as Director in terms of Section 164 (2) of the Act. The Company has received a declaration from Mr. Piyush Jinendrakumar Munot stating that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI LODR. His name is registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs as stipulated by the Ministry of Corporate Affairs. He is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. He has also confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties in terms of Regulation 25(8) of SEBI LODR.

In the opinion of the Board, Mr. Piyush Jinendrakumar Munot fulfills the conditions and skillset as required under the Act and SEBI LODR for his appointment as Independent Director and he is independent of the management.

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Considering his professional background and experience, the Board considers that the appointment of Mr. Piyush Jinendrakumar Munot as Independent Director of the Company will be in the best interest of the Company and, accordingly, it is proposed to appoint Mr. Piyush Jinendrakumar Munot as Independent Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years effective from 13[th] February 2024.

Hence, the Board recommends the Special Resolution set out in item no. 2 of the accompanying notice for approval of the members.

Copy of draft letter of appointment of Mr. Piyush Jinendrakumar Munot as Independent Director setting out the terms and conditions are available for inspection, without any fee, by the members at the Registered Office of the Company during the office hours (between 10.00 A.M. and 12.00 Noon) on all working days upto 3[rd] April 2024, excluding Saturday and Sunday.

A brief profile and specific areas of expertise of Mr. Piyush Jinendrakumar Munot are given in this Notice as “ Annexure 2 ”.

Except Mr. Piyush Jinendrakumar Munot (being appointee), none of the directors or Key Managerial Personnel (KMP) of the Company or their relatives are concerned or interested, either financially or otherwise, in the resolution set out at Item No.2.

On behalf of the Board of directors For TVS Srichakra Limited Sd/Place: Madurai SHOBHANA RAMACHANDHRAN Date: 13[th] February 2024 Managing Director DIN:00273837

NOTES

• (1) The Company is pleased to provide members a facility to exercise their right to vote on the Postal Ballot Resolutions by remote e-voting process and the special businesses to be transacted through e-Voting services provided by National Securities Depository Limited (NSDL), in compliance with the provisions of Section 110 of the Act 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules 2014 and Regulation 44 of SEBI LODR. Instructions for the process to be followed for voting are annexed to the Notice.

• (2) A statement pursuant to Section 102(1) of the Act 2013 setting out the material facts concerning the special businesses to be transacted is annexed hereto.

• (3) This Notice is being sent to the members whose names appear in the List of Beneficial Owners received from National Securities Depository Limited / Central Depository Services (India) Limited (‘Depositories’) as at the close of business hours on Friday , 23[rd] February 2024 (‘cut-off date’) . Members as on the cut-off date would be entitled to vote by way of e-voting and a person who is not a member as on the cut-off date should treat this Notice for information purposes only. This Notice is being sent electronically to all members whose e-mail addresses are registered with Integrated Registry Management Services Private Limited, Company’s Registrar and Share Transfer Agents (‘RTA’) , or the Depositories as on the Cut off date.

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• (4) It is clarified that for permanent registration of email address, the members are requested to register their email addresses, in respect of electronic holdings with the Depositories / Depository Participant and in respect of physical holdings with the RTA.

• (5) Company will issue necessary advertisements in the newspaper / e-newspaper having all India circulation and the newspaper circulating in the district where registered office of the Company is situated for the information of Members whose e-mail addresses are not available in the records of RTA and Depositories.

• (6) The Communication of the assent / dissent to the Resolutions proposed in the Notice would take place only through remote e-voting.

• (7) The resolutions, if passed by the requisite majority will be deemed to have been passed on the last date specified for E-voting i.e ., Wednesday, 3[rd ] April 2024 .

• (8) Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the Cut-off date through e-Voting platform provided by NSDL by typing the URL: www.evoting.nsdl.com.

• (9) The Board of directors has appointed Mr. N Balachandran, Practicing Company Secretary (CP No. 3200) as Scrutinizer to conduct the postal ballot with voting through e-voting process in a fair and transparent manner.

• (10) The Scrutinizer will submit his report to the Executive Vice Chairman / Managing Director / Company Secretary of the Company.

• (11) The results of the postal ballot will be announced by any one of the following namely, the Executive Vice Chairman / Managing Director / Company Secretary on or before 5[th] April 2024 at the registered office of the Company.

• (12) The results of the postal ballot will be communicated to the stock exchanges where the Company’s equity shares are listed and posted on the Company’s website – www.tvseurogrip.com on or before 5[th] April 2024.

• (13) In case of any query, members may refer to the Frequently Asked Questions (FAQs) for members and e-Voting user manual for members available at downloads section of www.evoting.nsdl.com or contact NSDL at 022-24994600.

• (14) Members who have not registered their e-mail addresses are requested to register the same with the Company’s Share Transfer Agent / Depository Participant(s) for sending future communication(s) in electronic form.

• (15) The voting on the resolutions proposed in this Notice will be done only by remote e- voting. As per Section 2(65) of the Act, the term ‘Postal Ballot’ means voting by post or through any electronic mode. For avoidance of any doubt due to the general understanding of meaning of ‘postal ballot’ as voting by post (which is not contemplated in this Notice), the term ‘remote e-voting’ is consciously used in this Notice (instead of using the term ‘postal ballot’) which appropriately clarifies that the manner of voting on the Resolutions are restricted to voting only through remote e-voting.

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ANNEXURE 1

Brief profile of director being appointed in terms of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of The Company Secretaries of India.

Name	Mr. AshokSrinivasan
DIN	06539656
Designation	IndependentDirector
Date of Birth&Age	21st July1977&47years
Brief Profile	Please refer explanatory statement to Item No.1 of the Notice of Postal Ballot
Expertise in specific functional areas	Please refer explanatory statement to Item No.1 of the Notice of Postal Ballot
Qualification	Bachelor of Arts in Economics from the University of Michigan and Master’s in Business Administration (MBA) from the University of Virginia.
Experience	20 years plus
Terms and Conditions of appointment	Please refer explanatory statement to Item No.1 oftheNotice of Postal Ballot
Remuneration last drawn	Not Applicable
Details of Remuneration sought to be paid	Sitting Fees, Commission and Remuneration, as may be decided by Board according to the provisions of law.
Listed entities in which the director has resigned in the past three years	Nil
Date of Board appointment	13thFebruary 2024
Number of Board meetings attended during the year	Mr. Ashok Srinivasan was appointed as Additional Director effective 13thFebruary 2024. He attended the board meeting held on 13thFebruary 2024.
Relationship with other Directors, and other Key Managerial Personnel of the Company	Mr. Ashok Srinivasan is not related to any of the other Directors or Key Managerial Personnel of the Company.
Sharesheldinthe Company	Nil
Directorship in other Companies	Leonne Hill Property Developments Private Limited TripleoneDevelopmentsPrivateLimited
Chairman/Member of the Committees of other Companies on which he is a director (includes only Audit Committee and Stakeholders’ Relationship Committee)	Nil
Skills and capabilities required for the role of Independent Director and the manner in which Mr. Ashok Srinivasan meet such requirements and justification for appointment	Please refer explanatory statement to Item No.1 of the Notice of Postal Ballot

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ANNEXURE 2

Brief profile of director being appointed in terms of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of The Company Secretaries of India.

Name	Mr. PiyushJinendrakumar Munot
DIN	00119507
Designation	IndependentDirector
Date of Birth&Age (years)	05thMay1978 &46 years
Brief Profile	Please refer explanatory statement to Item No.2 of the Notice of Postal Ballot
Expertise in specific functional areas	Please refer explanatory statement to Item No.2 of the Notice of Postal Ballot
Qualification	Bachelor’s and a Master’s degree in Mechanical Engineering (Manufacturing) & International Sales Management, respectively from the University of Applied Sciences Konstanz, Germany.
Experience	20 Years plus
Terms and Conditions of appointment	Please refer explanatory statement to Item No.2oftheNotice of Postal Ballot
Remuneration last drawn	Not Applicable
Details of Remuneration sought to be paid	Sitting Fees, Commission and Remuneration, as may be decided by Board according to the provisions of law.
Listed entities in which the director has resigned in the past three years	Nil
Date of Board appointment	13thFebruary 2024
Number of Board meetings attended during the year	Mr. Piyush Jinendrakumar Munot was appointed as Additional Director effective from 13thFebruary 2024. He attended the board meetingheld on 13thFebruary2024.
Relationship with other Directors, and other Key Managerial Personnel of the Company	Mr. Piyush Jinendrakumar Munot is not related to any of the other Directors or Key Managerial Personnel of the Company.
Sharesheldinthe Company	Nil
Directorship in other Companies	Varsha Forgings Private Limited KCTR VarshaAutomotivePrivateLimited
Chairman/Member of the Committees of other Companies on which he is a director (includes only Audit Committee and Stakeholders’ Relationship Committee)	Nil
Skills and capabilities required for the role of Independent Director and the manner in which Mr. Piyush Jinendrakumar Munot meet such requirements and justification for appointment	Please refer explanatory statement to Item No.2 of the Notice of Postal Ballot

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Instructions KIT for e-voting

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

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

In terms of SEBI circular dated 9[th ] December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

below:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial 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. 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 at https://eservices.nsdl.com/SecureWeb/IdeasDirectR eg.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 homepage of e-

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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 Verification 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. 4. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest facility,
holding securities in	can login through their existing user id and password.
demat mode with CDSL	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.com and 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.

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3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and 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 on www.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 Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote 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 Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

	Login type	Helpdesk details
	Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000 and 022 - 24997000
	Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?

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1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4.	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 Beneficiary ID For example if your Beneficiary 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 128025 then user ID is 128025001

1. Password details for shareholders other than Individual shareholders are given below:

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

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf 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’.

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

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

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

7. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

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

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

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

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to baluoogeetha@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of 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 shareholder holding securities in demat mode, you are requested to refer to -

the login method explained at step 1 (A ) i.e., Login method for e Voting for Individual shareholders holding securities in demat mode .

1. 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.

2. In terms of SEBI circular dated 9[th] December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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