Cholamandalam Investment and Finance : Notice to Shareholders - AGM 2023

Cholamandalam Investment and Finance Company Limited

Registered Office: "Dare House", No.2, N.S.C. Bose Road, Parrys, Chennai - 600 001.

Phone: [phone]; Fax: [phone];

CIN-L65993TN1978PLC007576

E-mail ID: [e-mail];Website: www.cholamandalam.com

Notice to Members

NOTICE is hereby given that the forty fifth annual general meeting (AGM) of the members of Cholamandalam Investment and Finance Company Limited will be held at 4.00 p.m. Indian Standard Time (IST) on Tuesday, 1 August, 2023 through video conference (VC) to transact the following business:

ORDINARY BUSINESS:

1. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT the audited standalone financial statements of the company for the year ended 31 March, 2023, the board's report including the independent auditors' report thereon, be and are hereby considered, approved and adopted.
2. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT the audited consolidated financial statements of the company for the year ended 31 March, 2023, including the independent auditors' report thereon, be and are hereby considered, approved and adopted.
3. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
   RESOLVED THAT an interim dividend of 65% (₹ 1.30/- per equity share) approved by the board of directors on 31 January, 2023 on the outstanding equity shares of ₹ 2/- each of the company for the year ended 31 March, 2023 and paid to those members whose names appeared in the register of members as on 10 February, 2023 being the record date fixed for this purpose be and are hereby confirmed.
   RESOLVED FURTHER THAT a final dividend of 35% (₹ 0.70/-per equity share), as recommended by the board of directors, be and is hereby declared on the outstanding equity shares of ₹ 2/- each for the financial year ended 31 March, 2023 and be paid to the members, whose names appear on the register of members of the company as on 25 July, 2023.
4. To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT Mr. M.A.M. Arunachalam (holding DIN: 00202958), who retires by rotation and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a director of the company liable to retire by rotation.

SPECIAL BUSINESS:

5. To consider and if deemed fit, to pass the following as a SPECIAL RESOLUTION:

RESOLVED THAT in supersession of the resolution passed on 29 July, 2022 and pursuant to the provisions of section 180(1)(a), 180(1)(c) and all other applicable provisions of the Companies Act, 2013 read with such Rules as may be applicable (including any statutory modification(s) or amendment(s) or re-enactment thereof for the time being in force) and in terms of the Memorandum and Articles of Association of the company, approval of the members of the company be and is hereby accorded to the board of directors of the company (hereinafter referred to as "the board" which term shall be deemed to include any committee thereof which the board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution) to borrow monies from time to time and, if it thinks fit, for creation of such mortgage, charge and/or hypothecation as may be necessary, in addition to the existing charges, mortgages and hypothecations, if any, created by the company, on such of the assets of the company, both present and future, and/or on the whole or substantially the whole of the undertaking or the undertakings of the company, in such

1

manner as the board may direct, in favour of financial institutions, investment institutions, banks, insurance companies, mutual funds, trusts, other bodies corporate or any other person(s) (hereinafter referred to as the "lending agencies") and Trustees for the holders of debentures/bonds and/or other instruments which may be issued on private placement basis or otherwise, to secure rupee term loans/foreign currency loans, debentures, bonds and other instruments, including but not restricted to securing those facilities which have already been sanctioned, including any enhancement therein, even though the monies to be borrowed together with the monies already borrowed by the company may exceed at anytime, the aggregate of the paid-up share capital, free reserves and securities premium reserve of the company, upto a limit of an outstanding aggregate value of ₹ 2,00,000 crores (apart from temporary loans obtained from the company's bankers in the ordinary course of business), together with interests thereon at the agreed rates, further interest, liquidated damages, premium on pre-payment or on redemption, costs, charges, expenses and all other monies payable by the company to the trustees under the trust deed and to the lending agencies under their respective agreements/loan agreements/debenture trust deeds entered/to be entered into by the company in respect of the said borrowings.

1. To consider and if deemed fit, to pass, the following as a SPECIAL RESOLUTION:
   RESOLVED THAT pursuant to the provisions of sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the company, approval be and is hereby granted for the remuneration payable to Mr. Vellayan Subbiah, non-executive chairman by way of commission, a sum of ₹ 100 lakhs (Rupees one hundred lakhs only) for the financial year ended 31 March, 2023.
   RESOLVED FURTHER THAT the board of directors (including any committee thereof) be and is hereby authorised to take all steps, as may be necessary, desirable or expedient to give effect to the aforesaid resolution.
2. To consider and if deemed fit, to pass, the following as a SPECIAL RESOLUTION:
   RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Articles of Association of the company, Mr. N. Ramesh Rajan (holding DIN: 01628318), in respect of whom the company has received a notice in writing proposing his candidature for the office of director under section 160 of the Act, 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 five consecutive years from 30 October, 2023 till 29 October, 2028 (both days inclusive).
3. To consider and if deemed fit, to pass, the following as a SPECIAL RESOLUTION:
   RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Articles of Association of the company, Mr. Rohan Verma (holding DIN: 01797489), in respect of whom the company has received a notice in writing proposing his candidature for the office of director under section 160 of the Act, 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 five consecutive years from 25 March, 2024 till 24 March, 2029 (both days inclusive).
4. To consider and if deemed fit, to pass, the following as a SPECIAL RESOLUTION:
   RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, (including any modification(s) or re-enactment(s) thereof for the time being in force), and subject to all other applicable laws and regulations including but not limited to all necessary statutory or regulatory approvals, permissions, consents and sanctions which may be agreed to by the board of directors of the company, the consent of the members of the company be and is hereby accorded to substitute the existing clause 17.8 in the Articles of Association of the company, with the following:

"Notwithstanding anything to the contrary contained in these Articles and pursuant to provisions of the Act and Rules made thereunder, the Board of Directors may from time to time appoint any such person as a "Nominee Director". For the purpose of this clause, "Nominee Director" means a Director nominated by any institution in pursuance of the provisions of any law for the time being in force, or of any agreement, or appointed by any Government, or any other person to represent its interests and includes any person nominated by the debenture trustee(s) in terms of Regulation 15(1)(e) of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as a director on the board of the company".

RESOLVED FURTHER THAT the board of directors, the executive director, chief financial officer and the company secretary of the company be and are hereby severally authorised to take all such actions as may be necessary, desirable, or expedient

2

and to do all such necessary acts, deeds, and things that may be incidental or pertinent to give effect to the aforesaid resolution.

	By Order of the board
Place : Chennai	P. Sujatha
Date: 3 May, 2023	Company Secretary
NOTES:

1. Pursuant to the general circular number 10/2022 issued by the Ministry of Corporate Affairs (MCA) and circular number SEBI/HO/CFD/PoD-2/P/CIR/2023/4 Issued by the Securities and Exchange Board of India (SEBI) ("the Circulars"), companies are allowed to hold annual general meeting (AGM) through video conference (VC). In compliance with the circulars, the 45th AGM of the company is being held through VC. Hence, the members are requested to attend and participate at the ensuing AGM through VC/OAVM facility being provided by the company through National Securities Depository Limited ("NSDL").
2. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the company. Since the AGM is being held through VC, the facility for appointment of proxies by the members will not be available. Hence, proxy form, attendance slip and route map are not attached to this notice.
3. Corporate / institutional shareholders who are intending to authorise their representative(s) to attend the e-AGM are requested to upload in the e-voting portal, the scanned certified true copy (PDF Format) of the board resolution / authority letter etc., together with attested specimen signature(s) of the duly authorised representative(s) or alternatively to e-mail, to the scrutiniser at [e-mail] a copy marked to [e-mail]. The scanned image of the above- mentioned documents should be in the name format "Chola - 45th AGM".
4. The business set out in the notice will be transacted through remote electronic voting system and the company is also providing facility for voting by electronic means during the AGM held through VC. Detailed instructions and other information relating to access and participation in the AGM, voting in the AGM and remote e-voting are given as an annexure to this notice.
5. Information as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) in respect of re-appointment of directors is furnished and forms part of the notice.
6. Pursuant to the provisions of section 91 of the Companies Act, 2013 and the listing regulations, the register of members and share transfer books of the company will remain closed from Wednesday, 26 July, 2023 to Tuesday, 1 August, 2023 (both days inclusive).
7. All correspondence relating to change of address, e-mail ID, transfer / transmission of shares, issue of duplicate share certificates, bank mandates and all other matters relating to the shareholding in the company may be made to KFin Technologies Limited (KFin), the registrar and share transfer agent (RTA). The members holding shares in dematerialised form may send such communication to their respective depository participant/s (DPs).
8. The final dividend of 35% (₹ 0.70/- per equity share), as recommended by the board, if declared at the ensuing AGM, will be paid, subject to the provisions of section 126 of the Companies Act, 2013, to those members or their mandates whose names stand registered in the company's register of members as on 25 July, 2023. Members are encouraged to utilise the electronic clearing service (ECS) for receiving dividends by registering their bank mandates.
9. As an eco-friendly measure intending to benefit the environment and society at large, we request you to be a part of the e-initiative and register your e-mail address to receive all communication and documents including annual reports from time to time in electronic form. Members holding shares in dematerialised form, may send such communication to their respective DPs and those holding shares in physical form, may send such communication to RTA. In compliance with the circulars, the notice of the AGM and annual report for FY 2023 are sent only through electronic mode to all those shareholders whose email addresses are registered with the RTA / DPs. Physical / hard copies of the same will be sent, if specifically requested by a member.
10. Members may note that the notice of the AGM and the annual report will also be available on the company's website, www.cholamandalam.comand on the websites of stock exchanges: www.bseindia.comand www.nseindia.comand also on the website of NSDL www.evoting.nsdl.comfor download. For any communication, the members may send requests to the company's e-mail id: [e-mail].
    For members who have not received the notice due to change/non-registration of their e-mail address with the company/ RTA/depository participants, may request for the notice, by sending an e-mail at [e-mail]. Post receipt of such request and verification of records of the members, the members would be provided soft copy of the notice of the AGM and the annual report. It is clarified that for registration of e-mail address, the members are however requested to follow due procedure for registering their e-mail address with the company/RTA in respect of physical holdings and with the depository participants in respect of electronic holdings.Those members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated with their company/RTA/depository participants to enable servicing of notices/documents/annual reports electronically to their e-mail address.

3

Members who have not received any communication regarding this AGM for any reason whatsoever, and are eligible to vote are also entitled to vote and may obtain the User ID and password or instructions for remote e-voting by contacting NSDL between 9:00 a.m. IST to 5:00 p.m. IST on all working days, except Saturday and Sunday by sending an e-mail at, [e-mail].

1. The company has transferred the unclaimed or un-encashed dividends for financial years up to 2015 and unclaimed shares to the Investor Education and Protection Fund (IEPF) established by the Central Government. The company transfers the unclaimed or un-encashed dividend to IEPF after the expiry of seven years from the date of transfer to unpaid dividend account. Members who have a valid claim for final dividend declared for FY 2015-16 and subsequent dividends thereon, are advised to write to the company's RTA immediately. The dividend history, due dates for transfer to IEPF, and the details of unclaimed amounts lying with the company in respect of dividends declared since final dividend 2016 are available on the website of the company, www.cholamandalam.com. Also, pursuant to section 124(2) of the Act, the company has uploaded details of unpaid and unclaimed amounts lying with the company in respect of dividends declared as on 31 March, 2022, on the website of the company. It may be noted that a reminder has been sent for unclaimed / unpaid dividend in respect of those members having unclaimed dividends. Members attention is particularly drawn to the "General Shareholders Information" section of the annual report in respect of unclaimed / unpaid dividend.
2. Members may note that pursuant to the Income Tax Act, 1961 ('IT Act'), as amended by the Finance Act, 2020, dividends declared and paid by the company with effect from 1 April, 2020 shall be taxable in the hands of the shareholders. The company shall therefore be required to deduct tax at source ('TDS') at the time of payment of dividend. In order to enable us to determine the appropriate TDS rate as applicable, members are requested to complete and / or update their residential status, PAN, category as per the IT Act with their DPs or in case shares are held in physical form, with the company by sending documents by 22 July, 2023. Members may note that in the absence of the PAN details, the company would be required to deduct tax at a higher rate prescribed under the IT Act. Members seeking non-deduction of tax on their dividends, may submit Form 15G/15H as applicable to the company on a yearly basis at the link https://ris.kfintech.com/form15/. Detailed information with respect to TDS on dividend payments including the formats of Form 15G/Form 15H for seeking exemption is available on the company's website at https://www.cholamandalam.com/investors/tds-on-dividend. Members may contact the company's RTA or the company in case of any clarification in this regard.
3. Members may please note that SEBI vide its circular dated 25 January, 2022 has mandated listed companies to issue securities in demat mode only while processing service requests viz., transfer, transmissions, issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/ folios and transposition. Further SEBI vide its circular dated 18 May, 2022 has simplified the procedure and standardized the format of documents for transmission of securities. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, as the case may be. The said form can be downloaded from the website of the company and RTA.
4. As per the SEBI circular dated 3 November, 2021, facility for registering nomination is available for members in respect of the shares held by them. Shareholders who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13 which can be obtained from depository participants or downloaded from https://ris.kfintech.com/clientservices/isc/default.aspxor https://www.cholamandalam.com/investors/sebi-norms. Members holding shares in electronic form may approach their respective DPs for completing the nomination formalities.
5. Effective 1 October, 2023, RTA will be obligated to freeze the folios for which PAN, nomination, contact details, bank account details and specimen signature have not been furnished. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the above documents. If the securities continue to remain frozen as on 31 December, 2025, the RTA/the company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and/or the Prevention of Money Laundering Act, 2002. In compliance with SEBI guidelines, the company had sent communication intimating about the submission of above details to all the members holding shares in physical form.
   Relevant details and forms prescribed by SEBI in this regard are available at https://ris.kfintech.com/clientservices/isc/default.aspxor https://www.cholamandalam.com/investors/sebi-norms. Members holding shares in electronic form, are therefore, requested to submit their PAN to their respective DPs. Members holding shares in physical form shall submit their details to RTA.
6. SEBI vide circular dated 30 May, 2022 has provided an option for arbitration as a dispute resolution mechanism for investors and investors can opt for arbitration with stock exchanges in case of any dispute against the company or its RTA on delay or default in processing any investor services related request.
   In compliance with SEBI guidelines, the company had sent communication intimating about the said dispute resolution mechanism to all the members holding shares in physical form.
7. The Register of directors and key managerial personnel and their shareholding, maintained under section 170 of the Act, and the register of contracts or arrangements in which the directors are interested, maintained under section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the notice will also be available for electronic inspection by the members up to the date of AGM, i.e., 1 August, 2023. Members seeking to inspect such documents can send an email to [e-mail].

4

1. Pursuant to SEBI circular no.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December, 2020 on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
2. Members desirous of obtaining any information / clarification relating to the financials are requested to submit their query through NSDL video conferencing platform as mentioned in the instructions annexed to this notice so as to enable the management to keep the information ready.
3. The scrutiniser shall immediately after the conclusion of the voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes in the presence of atleast two witnesses not in the employment of the company and make a consolidated scrutiniser's report on or before 5 p.m. on 2 August, 2023, to the chairman of the company or person authorised by him in writing who shall countersign the same. The voting results alongwith scrutinizers report shall be posted on the company's website viz. www.cholamandalam.comand will also be posted on the website of NSDL at www.evoting.nsdl.comafter the result is declared by the chairman / authorised person and simultaneously communicated to BSE Limited and National Stock Exchange of India Limited.

	By Order of the board
Place : Chennai	P. Sujatha
Date: 3 May, 2023	Company Secretary
ANNEXURE TO THE NOTICE

1. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013: Item No. 5 - Approval for increase in borrowing powers of the company:
   Under section 180(1)(a) and 180(1)(c) of the Companies Act, 2013, sanction of the company by way of a special resolution is required for enabling the board of directors to borrow money in excess of paid-up share capital and free reserves of the company and to create charge, mortgage, hypothecation, lien, pledge over its assets / properties in favour of its lenders for the purposes of securing the loan / credit facilities extended by them to the company. At the annual general meeting held on 29 July, 2022, sanction was accorded by the members by way of a special resolution to the board of directors to borrow money over and above the aggregate of the paid-up share capital and free reserves of the company up to a limit of ₹ 1,10,000 crores. In view of the increased volume of operations of the company planned in the coming years, it is considered necessary to increase the borrowing limits of the company to ₹ 2,00,000 crores. Hence, the resolution as set out in item no.5 is being sought, by way of a special resolution, pursuant to section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 seeking approval of the shareholders to authorise the board of directors to borrow in excess of the aggregate of the paid-up capital and free reserves up to a sum not exceeding ₹ 2,00,000 crores and to create charge, mortgage, hypothecation, lien, pledge over the assets / properties of the company. The board recommends the resolution as set out in item no.5 of the Notice for approval of the members.

None of the directors, key managerial personnel of the company or their relatives is concerned or interested in the resolution.

Item No. 6 - Approval for commission payable to Mr. Vellayan Subbiah, non-executive chairman for financial year ended 31 March, 2023:

The members at the forty first annual general meeting of the company held on 30 July, 2019, approved the payment of remuneration to non-executive directors, by way of commission up to one percent of the net profits of the company as computed under section 198 of the Companies Act, 2013.

Though shareholders have approved payment of commission up to one percent of net profits of the company for each year, the actual commission paid to the directors is restricted to a fixed sum within the above limit. This sum is reviewed periodically taking into consideration various factors such as performance of the company, time spent by the non- executive directors (NEDs) for attending to the affairs and business of the company and extent of responsibilities cast on NEDs and other relevant factors. In keeping with evolving trends in industry and considering the increased time spent by Mr. Vellayan Subbiah, the board has recommended payment of a differential commission to him.

Mr. Subbiah has been spending considerable amount of time with the company management and operations since his induction on the board in November, 2020. During the year, Mr. Subbiah has continued to make significant contributions to the company in reviewing the long-term strategy, participating in monthly ALCO meetings, supporting the businesses by reviewing the performance of businesses of the company and its subsidiaries on a periodic basis, giving them strategic directions and advising the company as and when necessary, in exploring new opportunities for the company. In view of the above, it is proposed that a differential commission of ₹100 lakhs (Rupees one hundred lakhs only) be paid to Mr. Subbiah for the financial year ended 31 March, 2023. The proposed remuneration is within the overall limit of one percent of the net profits of the company as computed under section 198 of the Companies Act, 2013 for the financial year ended 31 March, 2023.

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, if the annual remuneration payable to a single non-executive director exceeds fifty percent of the total annual remuneration payable to all non-executive directors, the approval of members by special resolution shall be obtained.

5