Shareholders meeting

TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 29th June 2026 BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Dalal Street, Bandra-Kurla Complex, Mumbai 400 001. Bandra (E), Mumbai 400 051. Equity Scrip code: 520056 Equity Scrip code: TVSHLTD Dear Sir/Madam, Sub: Notice of 64th Annual General Meeting (AGM) of TVS Holdings Limited (“Company”) Pursuant to Regulations 30 and 50(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice for convening the 64th Annual General Meeting of the Company on Wednesday, 22nd July 2026 at 2.00 P.M.(IST) via Video Conferencing (VC)/ Other Audio Visual Means (OAVM). The copy of the same is also available on the website of the Company viz., www.tvsholdings.com. Thanking you, Yours faithfully, For TVS Holdings Limited R Raja Prakash Company Secretary Encl :a/a Website: www.tvsholdings.com Email: corpsec@tvsholdings.com CIN: L64200TN1962PLC004792 TVS Holdings Limited (Formerly known as Sundaram-Clayton Limited) NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 64th Annual General Meeting (AGM) of 28th December 2022, 25th September 2023 and 19th September the Company will be held on Wednesday, the 22nd July 2026 2024 (collectively referred to as "MCA Circulars"), permitted at 2:00 P.M. [Indian Standard Time (IST)] through Video Conferencing / convening the Annual General Meeting ("AGM" / "Meeting") through Other Audio Visual Means to transact the following businesses: Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), without physical presence of the members at a common venue. In ORDINARY BUSINESS: accordance with the MCA Circulars and applicable provisions of the 1. To consider passing the following resolution as an ordinary Companies Act, 2013 ("Act") read with Rules made thereunder and resolution: the Securities and Exchange Board of India (Listing Obligations and "RESOLVED THAT the standalone and consolidated audited Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), financial statements for the year ended 31st March 2026, together the AGM of the Company is being held through VC / OAVM. The with the Board's Report and the Auditors' Report thereon, as deemed venue for the AGM shall be the registered office of the circulated to the Members and presented to the meeting be and Company. are hereby approved and adopted." 2. Pursuant to the Circular No. 14/2020 dated 8th April, 2020, issued 2. To consider passing the following resolution as an ordinary by the Ministry of Corporate Affairs, the facility to appoint proxy to resolution: attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized "RESOLVED THAT Mr Venu Srinivasan (holding DIN: 00051523), Director, who retires by rotation and being eligible, offers himself representatives as Members to attend the AGM through VC/OAVM for re-appointment, be and is hereby re-appointed as a Director of and participate and cast their votes through e- Voting. the Company." 3. The Members can join the AGM through VC / OAVM mode 15 minutes before and after the scheduled time of the commencement SPECIAL BUSINESS: of the Meeting by following the procedure mentioned in the Notice. 3. To consider passing the following resolution as special resolution: 4. The attendance of the Members attending the AGM through VC / "RESOLVED THAT pursuant to Regulation 17(1A) and other OAVM will be counted for the purpose of reckoning the quorum under applicable provisions of the Securities and Exchange Board of India Section 103 of the Act, 2013. (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR'), including any statutory modification(s) or 5. Pursuant to the provisions of Section 108 of the Act, 2013 read with re-enactment(s) thereof for the time being in force and based on Rule 20 of the Companies (Management and Administration) Rules, the recommendations of the Nomination and Remuneration 2014 (as amended) and Regulation 44 of the Listing Regulations as Committee and the Board of Directors, the approval of the Members amended, and the Circulars issued by the Ministry of Corporate Affairs be and is hereby accorded for continuation of directorship of dated 8th April 2020, 13th April 2020 and 5th May, 2020, the Company Mr Venu Srinivasan (DIN: 00051523) as Non-Executive Director is providing facility of remote e-Voting to its Members in respect of of the Company, notwithstanding that he will attain the age of the business to be transacted at the AGM. For this purpose, the seventy-five (75) years, with effect from 11th December 2027. Company has entered into an agreement with National Securities RESOLVED FURTHER THAT the Board of Directors (including Depository Limited (NSDL) for facilitating voting through electronic any Committee thereof) be and is hereby authorised to do all such means, as the authorized agency. The facility of casting votes by a acts, deeds, matters and things as may be deemed necessary, member using remote e-Voting system as well as voting at the expedient or desirable to give effect to this resolution." meeting will be provided by NSDL. By order of the Board of Directors 6. In line with MCA Circular No. 17/2020 dated 13th April 2020, the Notice calling the AGM has been uploaded on the website of the Chennai R Raja Prakash Company at www.tvsholdings.com. The Notice can also be accessed 13th May 2026 Company Secretary from the website of the Stock Exchanges i.e. BSE Limited and Registered office: National Stock Exchange of India Limited at www.bseindia.com and "Chaitanya" www.nseindia.com respectively and the AGM Notice is also available No.12, Khader Nawaz Khan Road, on the website of NSDL (agency for providing the remote e-Voting Nungambakkam, Chennai - 600 006 facility) i.e. www.evoting.nsdl.com. Notes: 7. AGM has been convened through VC / OAVM in compliance with A Statement pursuant to Section 102 of the Companies Act, 2013 (the applicable provisions of the Act, 2013, read with Circulars issued by Act, 2013), setting out the material facts in respect of the ordinary and MCA and SEBI from time to time. special business to be transacted at the Annual General Meeting 8. The relevant details as set out under Item Nos. 2 and 3 of the Notice (AGM), as listed out in the Notice, is annexed hereto. pursuant to Regulation 36(3) of the Listing Regulations and 1. The Ministry of Corporate Affairs ("MCA") has, vide its General Secretarial Standard - 2 on General Meetings issued by the Institute Circular dated 22nd September 2025 read together with circulars of Company Secretaries of India ("ICSI") in respect of the Director dated 8th April 2020, 13th April 2020, 5th May 2020, 13th January seeking re-appointment and continuation of office beyond 75 years 2021, 8th December 2021, 14th December 2021, 5th May 2022, of age at this AGM, is also part of this Notice. TVS Holdings Limited (Formerly known as Sundaram-Clayton Limited) 9. As the AGM shall be conducted through VC/OAVM, the facility for Members holding shares in electronic form appointment of Proxy by the Members is not available for this AGM 15.SEBI has mandated the submission of Permanent Account Number and hence the Proxy Form and Attendance Slip including Route (PAN) by every participant in securities market. Members are Map are not annexed to this Notice. requested to submit their PAN to the Depository Participant(s) (DP) with whom they are maintaining their demat accounts. 10. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes 16.Members are requested to intimate all changes pertaining to their member of the Company after the notice is sent through e-mail and bank details such [Showing first 8,000 characters — download PDF for full document]