V.S.T.Tillers Tractors Ltd. — Proxy Solicitation & Information Statement 2021

Jun 24, 2021

==> picture [118 x 42] intentionally omitted <==

Ref: SEC/SE/2021

Ref: SEC/SE/2021 June 24, 2021 The General Manager – Listing, The Manager Listing, National Stock Exchange of India Ltd BSE Ltd., Plot No. C/1, G Block, Floor 25, P.J. Towers, Bandra – Kurla Complex, Dalal Street, Bandra (E), MUMBAI – 400 051 MUMBAI – 400 001 Tel No- 022-26598235 PH: 022-22721234

Dear Sir/Madam,

Subject: Notice of Postal Ballot - Compliance under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, please find enclosed the Notice of Postal Ballot dated June 21, 2021, together with the explanatory statement which is being sent to the members of the Company.

The hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot.

The e-voting commences on June 25, 2021 (9.00 a.m.) and ends on July 24, 2021 (5.00 p.m.). Members holding share(s) as on the cut-off date i.e. June 18, 2021 either in physical form or in dematerialized form will be entitled to cast their votes by way of e-voting system only.

The results of Postal Ballot through e-voting shall be declared before 5.00 pm on July 26, 2021, at the Registered office of the Company.

We request you take this on record.

Thank you, Yours truly, for V.S.T. Tillers Tractors Ltd,

Chinmay Digitally signed by Chinmaya Khatua Chinmaya Khatua a Khatua Date: 2021.06.24 18:13:54 +05'30' Company Secretary

Encl: a/a

==> picture [488 x 66] intentionally omitted <==

==> picture [103 x 39] intentionally omitted <==

V.S.T. TILLERS TRACTORS LIMITED

Registered office: Plot No.1, Dyavasandra Industrial Layout, Whitefield Road, Mahadevapura Post, Bengaluru – 560048, Karnataka. Phone: 080-67141111 Email: investors@vsttractors.com ; Website: www.vsttractors.com CIN: L34101KA1967PLC001706

==> picture [101 x 46] intentionally omitted <==

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of Companies Act, 2013 read with Rule 22 of the Companies (Management & Administration) Rules, 2014)

Dear Members,

Notice is hereby given that the resolution set out below is proposed to be passed by the members of V.S.T Tillers Tractors Limited (“the Company”) by means of postal ballot through remote electronic voting (“e-voting”), pursuant to Section 110 of Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013(“the Act”) read with Rule 22 of Companies (Management & Administration) Rules, 2014 (“the Rules”) (including any statutory modifications or reenactment(s) thereof for the time being in force) and read with the General Circular No.’s 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020,39/2020 dated December 31, 2020 and 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and SEBI Circular No.’s SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (‘SEBI Circulars’).

The proposed Resolution and Explanatory Statement setting out material facts as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars, are appended below seeking consent of the members of the Company through Postal ballot only through the e-voting process.

The Company has appointed Shri. Thirupal Gorige (Membership No. FCS 6680/CP No.6424) a Practicing Company Secretary, Designated Partner, M/s. Thirupal Gorige & Associates LLP, Bengaluru, as a Scrutinizer for conducting the postal ballot through e-voting process in fair and transparent manner and he has communicated his willingness to be appointed and will be available for the same.

In accordance with the provisions of the MCA Circulars, members can vote only through the e-voting process. Accordingly, in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules, the Company is pleased to offer e- voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes under the section “instruction for e-voting” in this postal ballot notice to cast their vote electronically. Members are requested to cast their vote through the e-voting process not later than 5:00 PM IST on Saturday, July 24,2021 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the member. The hard copy of this Postal Ballot Notice along with Postal Ballot forms and prepaid business envelop will not be sent to the members for this Postal Ballot as per the MCA and SEBI Circulars.

The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny and the results of voting by means of postal ballot through e-voting will be announced by Monday, July 26, 2021 before 5.00 pm at the Registered

1

office of the Company and also by placing the same on Company’s website: “https://www.vsttractors.com” and on the website of Central Depository Services (India) Limited (“CDSL”) e-voting “https://www.evotingindia.com”. The results will be simultaneously communicated to the stock exchanges.

Item No. 1 - Reappointment of Ms. Siva Kameswari Vissa (DIN: 02336249) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) as amended from time to time and based on the recommendations of the Nomination and Remuneration Committee and Board, Ms. Siva Kameswari Vissa (DIN: 02336249) who was appointed as an Independent Director at the 48[th] Annual General Meeting of the Company and holds office up to July 28, 2021 and who is eligible for re-appointment, meets the criteria for independence as provided in Section 149(6) of the Act read along with the Rules framed thereunder and Regulation 16(1)(b) of LODR Regulations and has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 years from July 29,2021 to July 28, 2026.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

By Order of the Board of Directors For V.S.T. Tillers Tractors Limited

Date: June 21, 2021 Place: Bengaluru

(Chinmaya Khatua) Company Secretary Plot No.1, Dyavasandra Industrial Layout, Whitefield Road, Mahadevapura Post, Bengaluru – 560048, Karnataka.

Notes:

1. A Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts relating to the resolution mentioned in this postal ballot notice is attached.

2. The Postal Ballot Notice is being sent to all the members of the Company, whose names appear on the Register of members / list of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on the cut-off date, i.e., on close of business hours on Friday, June 18, 2021. A member as on the cut-off date shall only be entitled for availing remote e-voting facility.

3. Pursuant to the provisions of Section 108 and all other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is pleased to provide e-voting facility to all its members, to enable them to cast their votes electronically and has engaged the services of Central Depository Services (India) Limited (“CDSL”) as the agency to provide e- voting facility. Instructions for the process to be followed for e-voting are annexed to this Postal Ballot Notice.

2

1. Considering the present COVID -19 pandemic, the Ministry of Corporate Affairs (MCA) has vide its General Circular dated May 5, 2020 read together with Circulars dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020 and January 13, 2021 (Collectively referred to as “MCA Circulars”) inter-alia permitted to send the documents only through electronic mode for General Meeting and postal ballot. Further, Securities and Exchange Board of India (‘SEBI’) vide its Circular dated May 12, 2020 and January 15, 2021 (‘SEBI Circulars’) has also granted certain relaxations. In accordance with the MCA and SEBI Circulars, provisions of the Companies Act, 2013 (“the Act”) and Listing Regulations, no physical ballot is provided, and only e-voting facility is provided for this Postal Ballot process.

2. In compliance with the aforesaid MCA and SEBI Circulars, the Postal Ballot Notice with explanatory statement is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. The Postal Ballot Notice has been uploaded on the website of the Company at www.vsttractors.com. The same can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Postal Ballot notice is also disseminated on the website of CDSL (agency for providing the e-Voting facility for postal ballot) i.e. www.evotingindia.com

3. Related documents will be available for inspection electronically. Members seeking to inspect such documents during the postal ballot can send their request at the mail id vstagm@vsttractors.com.

4. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Saturday, July 24, 2021 i.e., the last date specified for the remote e-voting.

5. Resolution passed by the members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.

6. The e-voting period commences on Friday, June 25,2021 at 9.00 a.m. (IST) and ends on Saturday, July 24,2021 at 5.00 p.m. (IST). The e-voting shall not be allowed beyond the said date and time. During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date i.e. Friday, June 18, 2021, may cast their votes by electronic means in the manner and process set out herein below.

As per the MCA and SEBI Circulars, members cannot exercise votes by proxy on Postal Ballot.

THE INTRUCTIONS FOR E-VOTING

• (i) The voting period begins from 9.00 a.m (IST) on Friday, June 25,2021 and ends on 5.00 p.m (IST) on Saturday, July 24, 2021. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, June 18, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

3

• (iii) In terms of above SEBI Circular, 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.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 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 i.e. CDSL/NSDL/KARVY/LINKINTIME, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration 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 or click onhttps://evoting.cdslindia.com/Evoting/EvotingLogin 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.

4

Individual Shareholders holding securities in demat mode withNSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is 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 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 ‘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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

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. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website 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.

5

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form is given below:

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

6

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant “VST TILLERS TRACTORS LTD" on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to

7

the Scrutinizer and to the Company at the email address vstagm@vsttractors.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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 irg@integratedindia.in .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 02223058542/43.

Corporate/ Institutional Members are requested to send a certified copy of the Board Resolution / Authorization letter to the Company at vstagm@vsttractors.com, authorizing its representative(s) to vote.

In light of the MCA Circulars, members who have not registered their email address and in consequence could not receive the postal ballot / e-voting notice may temporarily get their email registered with the Company’s RTA, Integrated Registry Management Services Private Ltd by sending email to irg@integratedindia.in. Post successful registration of the email, the members would get soft copy of the notice and the procedure for e-voting to enable e-voting for this Postal Ballot. In case of any queries, members may write to irg@integratedindia.in.

It is clarified that for permanent registration of email address, the members are however requested to register their email address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent (RTA), Integrated Registry Management Services Private Ltd, Bengaluru.

By Order of the Board of Directors For V.S.T. Tillers Tractors Limited

Date: June 21, 2021 Place: Bengaluru

Chinmaya Khatua Company Secretary Plot No.1, Dyavasandra Industrial Layout, Whitefield Road, Mahadevapura Post, Bengaluru – 560048, Karnataka.

8

THE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“the Act”)

Item No. 1: Reappointment of Ms. Siva Kameswari Vissa (DIN: 02336249) as Independent Director of the Company

Ms. Siva Kameswari Vissa (DIN: 02336249) was appointed as Independent Director on the Board of the Company for a term of 5 (five) consecutive years up to July 28,2021 pursuant to the provisions of Sections 149, 150, 152 and Schedule IV of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and provisions of Listing Regulations.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company and shall be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in Board’s report.

The Board of Directors on recommendation of Nomination & Remuneration Committee and based on performance evaluation, considering the need for providing advice, guidance and mentorship to the Company’s executive management, is of opinion that Ms. Siva Kameswari Vissa possess relevant integrity, expertise and vast experience. Her association as an Independent Director will be beneficial and in the best interest of the Company. Therefore, the Board at its meeting held on 21[st] June 2021 proposed to re-appoint her as an Independent Director not liable to retire by rotation, for a second term of five years from July 29, 2021, to July 28, 2026, subject to approval of Members.

Ms. Siva Kameswari Vissa will be entitled to receive remuneration by way of sitting fees as approved by the Board of Directors, reimbursement of expenses for participation in the Board and Committee meetings. Ms. Siva Kameswari Vissa is a member of Audit committee of the Company.

Ms. Siva Kameswari Vissa has consented to continue to act as Director of the Company and has given her declaration to the Board that she meets the criteria for independence as provided under Companies Act and Listing Regulations.

The company has received requisite disclosures/declarations under the provisions of Companies Act and SEBI Listing Regulations from Ms. Siva Kameswari Vissa in this regard.

Ms. Siva Kameswari Vissa has confirmed that she has registered with the data bank of Indian institute of corporate affairs.

The Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 proposing Ms. Siva Kameswari Vissa as candidate for the office of Directors of the Company. In the opinion of the Board, Ms. Siva Kameswari Vissa fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions of the SEBI Listing Regulations, as amended and she is independent of the Management of the Company.

Copy of the draft letter of appointment of Ms. Siva Kameswari Vissa as an Independent Director setting out the terms and conditions is available for inspection of the Members in electronic form. Members seeking to inspect the same can send an email to vstagm@vsttractors.com.

The brief resume of said director, nature of her expertise in functional areas, disclosure of relationships between Directors, Directorships and Memberships of Committees of Companies and shareholding as required under Companies Act and SEBI Regulations as amended is set out in this Notice as Annexure A.

9

The Board of Directors therefore recommends the resolution as set out in Item No. 1 of the Notice for approval of members of the Company by way of a Special Resolution.

Except Ms. Siva Kameswari Vissa being the appointee, None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise in the resolution as set out in postal ballot Notice.

By Order of the Board of Directors For V.S.T. Tillers Tractors Limited

Date: June 21, 2021 Place: Bengaluru

Chinmaya Khatua Company Secretary Membership No.ACS-21759 Plot No.1, Dyavasandra Industrial Layout, Whitefield Road, Mahadevapura Post, Bengaluru – 560048, Karnataka.

10

ANNEXURE - A TO THE NOTICE

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India]

Details of the directors seeking Reappointment :

Name of Director	Name of Director	Ms. Siva Kameswari Vissa	Ms. Siva Kameswari Vissa
DIN No.	Date of Birth	Date of first Appointment on Board	Qualification
02336249	16-05-1964	29-07-2016	Chartered Accountant
brief resume of the director with Expertise in specific functional areas		Ms. Kameswari Vissa is a qualified Chartered accountant having more than 30 years’ experience in the areas of Finance, Business Strategy, Corporate Planning, Performance Improvement, Activity Based Costing, Supply Chain, Strategic Cost Reduction, IT Strategy & implementation.
Directorship held in other companies including listed companies		GMR Infrastructure Ltd Delhi Duty Free Services Pvt Ltd GMR Hyderabad International Airport Ltd Delhi International Airport Ltd GMR Airports Ltd L&T Valves Limited GMR Goa International Airport Ltd GMR Visakhapatnam International Airport limited GMR Energy Limited
Chairman in the Committees of the Boards of other companies in which he is Director (includes only Audit Committee and Stakeholders Relationship committee)		Delhi Duty Free Services Pvt Ltd – Audit Committee Chairman.
Membership in in the Committees of the Boards of other companies in which he is Director (includes only Audit Committee and Stakeholders Relationship committee)		Membership in Audit Committee GMR Infrastructure Limited GMR Hyderabad International Airport Ltd Delhi International Airport Pvt Ltd GMR Airports Ltd GMR Energy Ltd GMR Goa International Airport Ltd
Shareholding in the Company		Nil
Number of Board Meetings attended during the year 2020-21		Six
Inter-se Relationship with other directors and Key Managerial Personnel		Nil
Last drawn remuneration (sitting fees only)		Rs. 6 lakhs as sitting fees for the year 2020-21

11