Cholamandalam Financial : Notice for 73rd AGM

CHOLAMANDALAM FINANCIAL HOLDINGS LIMITED

Financial Holdings

Registered Office: "Dare House", No. 234, N S C Bose Road, Chennai - 600 001.

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

CIN: L65100TN1949PLC002905

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

NOTICE TO MEMBERS

NOTICE is hereby given that the 73rd Annual General Meeting ('AGM') of the members of Cholamandalam Financial Holdings Limited ('the Company') will be held at 3.30 pm IST on Wednesday, the 10th August 2022 through video conference to transact the following business:

ORDINARY BUSINESS

ITEM NO. 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 March 31, 2022, the Reports of the Board of Directors and the Independent Auditors thereon, be and are hereby considered, approved and adopted.

ITEM NO. 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 March 31, 2022 and the Independent Auditors' Report thereon, be and are hereby considered, approved and adopted.

ITEM NO. 3 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT a dividend of `0.55 on the equity share of face value of `1/- each be declared for the year ended March 31, 2022 and that the same be paid to those shareholders whose names appear in the Register of Members as on August 4, 2022 in case the shares are held in physical form and in case of beneficial holders whose shares are held in dematerialised form as on August 4, 2022 as per the details furnished by the depositories for this purpose.

ITEM NO. 4 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:

RESOLVED THAT Mr. Sridharan Rangarajan (holding DIN: 01814413), 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.

	By Order of the Board
Place : Chennai	E Krithika
Date : May 11, 2022	Company Secretary

NOTES:

1. In continuation of the General Circular nos. 14/2020, 17/2020, 20/2020 and 02/2021 issued by the Ministry of Corporate Affairs ('MCA'), and Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India ('SEBI'), MCA vide its General Circular No. 2/2022 dated May 5, 2022 and SEBI vide its Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 have allowed companies to conduct Annual General Meeting ('AGM') through Video Conferencing ('VC') or Other Audio Visual Means ('OAVM') subject to compliance with requirements mentioned therein. Accordingly the 73rd AGM of the Company is being held in an electronic mode through VC.
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 73rd AGM is being conducted through VC, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the 73rd AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
3. The Company has enabled VC facility for participation of members in the AGM. Instructions for participation in the AGM through VC are provided in 'instructions to members' section given in the Notice.
4. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum for the meeting under section 103 of the Companies Act, 2013 ('the Act').

1

1. The business set out in the Notice will be transacted through electronic voting ('e-voting') system and the Company is providing facility for voting by electronic means. Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, e-voting facility has been enabled to all the individuals holding shares in demat accounts, by way of single login credential, through their demat accounts / websites of Depositories / Depository Participants ('DPs') in order to increase the efficiency of the voting process. Shareholders are advised to update their mobile number and e-mail addresses with their DPs to access e-voting facility. Instructions and other information relating to e-voting are provided in 'instructions to members' section given in the Notice.
2. Corporate / institutional members (i.e. other than Individuals, HUF, NRI etc.,) are required 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 send an e-mail, to the scrutiniser at, [e-mail] a copy marked to the Company's RTA, KFin Technologies Limited (formerly, KFin Technologies Private Limited) ('KFintech') at [e-mail]. The scanned image of the above mentioned documents should be in the naming format "CFHL - 73rd AGM".
3. Pursuant to the provisions of section 91 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'), the register of members and share transfer books of the Company will remain closed from Thursday, August 4, 2022 to Wednesday, August 10, 2022 (both days inclusive).
4. Dividend of `0.55/- (55%) per equity share of `1/- each of the Company, as recommended by the Board, if declared at this AGM, will be paid on or before September 8, 2022, subject to the provisions of section 126 of the Act, to those members or their mandates whose names stand registered in the Company's register of members as on August 4, 2022. Members are encouraged to utilise the electronic clearing service ('ECS') for receiving dividends by registering their bank mandates.
5. Information required under the Listing Regulations in respect of re-appointment of director is furnished in the Notice.
6. In terms of MCA and SEBI notifications, Notice of the 73rd AGM along with the Annual Report 2021-22 are being sent only through electronic mode to members whose e-mail addresses are registered with the Company / DPs. Members who have not yet registered their e-mail addresses are requested to follow the procedure provided in the 'instructions to members' section given in the Notice. Members may note that the notice of the AGM and the annual report will also be available on the Company's website, www.cholafhl.com, website of RTA: https://evoting.kfintech.com/public/Downloads.aspxand on the websites of stock exchanges: www.bseindia.comand www.nseindia.com. For any communication in this regard, members may send requests to the Company's e-mail at: [e-mail].
7. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Act, the Register of Contracts or arrangements in which the directors are interested under section 189 of the Act and all other documents referred in the notice will be available for inspection in electronic mode. Members who wish to inspect the documents can send an e-mail to [e-mail].
8. 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 April 1, 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 August 1, 2022. 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 http://www.cholafhl.com/investors/983. Members may contact the Company's RTA, KFintech or the Company in case of any clarification in this regard.

13. Members who hold shares in physical form are advised to inform any change in their address and bank mandates to our RTA, KFintech. Members who hold shares in electronic form may inform such changes to their DPs.

14. The	Company has	transferred	unclaimed /	un-encashed dividends	upto	the interim	dividend for
FY	2014-15, from time	to time,	to the Investor	Education and Protection	Fund	('IEPF'). Details	of unclaimed

/ unpaid dividends lying with the Company as on March 31, 2021 is available on the website of the Company at

2

www.cholafhl.comand also on the website of the MCA. Pursuant to the provisions of section 124 of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, shares in respect of which dividend has not been paid or claimed for seven consecutive years or more has been transferred by the Company to the demat account of the IEPF Authority. Details of movement in shares in the demat account of the IEPF during the year is provided in general shareholder information section of the annual report. Shares and dividend transferred to the IEPF Authority can be claimed back by following the procedure for refund as detailed on the website of IEPF, www.iepf.gov.in. Members are requested to contact the RTA or the Company in this regard. Members who have not en-cashed their warrants in respect of the final dividend declared for FY 2014-15 and subsequent dividends thereon, may write to the Company Secretary or the RTA immediately for claiming their dividends.

1. Members who hold shares in physical mode are requested to note that SEBI vide circular no. SEBI/HO/ MIRSDMIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, has made it mandatory for holders of physical securities to furnish their PAN, e-mail address, mobile number, bank account details and to register their nomination. For this purpose, forms as notified by the SEBI are available in the following weblinks: https://ris.kfintech.com/clientservices/isc/default.aspxOR http://www.cholafhl.com/investors/1028.Members may note that the Company shall be constrained to freeze folios without PAN, KYC and nomination details on or after April 1, 2023. Members may send the duly filled forms along with requisite documents as mentioned in the respective forms to KFintech at their correspondence address mentioned in this Notice.
2. Pursuant to regulation 40 of the Listing Regulations, transfer of shares shall be effected in dematerialised form only. Further, as per SEBI circular no. SEBI/HO/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, shareholders' requests for transfer, transmission, 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, transmission and transposition of securities shall be effected in dematerialised form only. In view of this requirement members holding shares in physical form are requested to consider converting their holdings to dematerialised form at the earliest.
3. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to KFintech, for consolidation into a single folio.
4. To promote green initiative, members are requested to register their 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 the RTA.
5. Members desirous of obtaining any information / clarification relating to the accounts are requested to submit their query in writing to the Company well in advance to enable us to keep the information ready.
6. Since the 73rd AGM is being held in an electronic mode through VC, the route map is not provided.

	By Order of the Board
Place: Chennai	E Krithika
Date: May 11, 2022	Company Secretary

3

ANNEXURE TO THE NOTICE

ITEM NO.4

Mr. Sridharan Rangarajan (holding DIN: 01814413), aged 56 years, is a non-executive director of the Company since August 2018. He is liable to retire by rotation at this AGM and being eligible has offered himself for re-appointment. Mr. Sridharan is a Commerce graduate from the Madurai University, a member of the Institute of Chartered Accountants of India, a graduate member of the Institute of Cost Accountants of India and a certified six sigma 'Green Belt', trained 'Process Champion' and 'Black Belt'. He has over 30 years of experience in finance, manufacturing, service & distribution, banking and contracting industries. Mr. Sridharan is a member of the Audit Committee, Stakeholders Relationship Committee and Risk Management Committee of the Company's Board.

Other information pursuant to regulation 36 of the Listing Regulations and Secretarial Standards on General Meetings is furnished hereunder:

Date of Birth	16th March, 1966
Date of Appointment (Initial appointment)	30th August, 2018
Terms & Conditions of appointment /	Appointed as a Non-Executive Director liable to retire by rotation, by the
re-appointment	shareholders at the 70th AGM held on August 01, 2019.
Number of meetings of the Board attended	5 out of 5 meetings
during the year
Directorships in other companies (excluding	•	E.I.D. - Parry (India) Limited
foreign companies)	•	Carborundum Universal Limited
	• Cholamandalam MS General Insurance Company Limited
	• Cholamandalam MS Risk services Limited
	• Net Access India Limited
	• Parry Agro Industries Limited
	• Pluss Advanced Technologies Private Limited
Memberships in Board committees of other	•	Carborundum Universal Limited - Audit Committee, Stakeholders
companies (includes membership details of		Relationship Committee and Investment Committee
all committees)	•	Cholamandalam MS General Insurance Company Limited - Audit
		Committee, Investment Committee, Management Committee, Business
		Committee, Risk Management Committee and Policyholders Protection
		Committee
Listed entities from which the director has	Nil
resigned in the past three years
No. of shares held in the Company	Nil
(including as a beneficial owner)
Inter-se relationship with any other directors	None
or KMP of the Company

For further details, please refer the 'Report on Corporate Governance' forming part of the Annual Report.

The Board considers his continued association would be beneficial to the Company and recommends the re-appointment of Mr. Sridharan Rangarajan as a director liable to retire by rotation for approval by the members.

INSTRUCTIONS TO MEMBERS

1. FOR REMOTE ELECTRONIC VOTING [E-VOTING]
   Pursuant to the provisions of section 108 of the Companies Act, 2013 (the Act) read with rule 20 of the Companies (Management and Administration) Rules, 2014 and the Listing Regulations as amended from time to time, the Company is pleased to offer e-voting facility to members to exercise their votes electronically on all resolutions set forth in the Notice convening the 73rd Annual General Meeting ('AGM') scheduled to be held at 3.30 p.m. on Wednesday, August 10, 2022. The Company has engaged KFin Technologies Limited ('KFintech') to provide remote e-voting facility for members to cast their votes in a secure manner.
   The Board of Directors have appointed Mr. R. Sridharan of M/s. R. Sridharan and Associates, Practicing Company Secretaries or failing him Ms. Srinidhi Sridharan of M/s. Srinidhi Sridharan and Associates, Practicing Company Secretaries as the scrutiniser to scrutinise e-voting and conduct the voting process at the AGM in a fair and transparent manner. In terms of the requirements of the Act and the Rules made there under, the Company has fixed Wednesday, August 3, 2022 as the cut-off date. The voting rights of the members / beneficial owners shall be reckoned on the equity shares held by them as on cut-off date, i.e. August 3, 2022.
   The remote e-votingfacility begins on Saturday, August 6, 2022 (9:00 a.m. IST) and ends on Tuesday, August 9, 2022 (5:00 p.m. IST). During this period members of the Company holding shares either in physical form or in dematerialised form as on the cut-offdate of August 3, 2022, are entitled to avail the facility to cast their vote electronically. The remote

4

e-voting will not be allowed beyond the aforesaid date and time and the e-voting facility shall be disabled by KFintech upon expiry of the aforesaid period. Once the vote on a resolution is cast by a member, he / she shall not be allowed to change it subsequently or cast the vote again.

1. Login method for remote e-Voting for Individual Shareholders holding securities in demat mode

Type of shareholders		Login Method
Individual Shareholders	1. User already registered for Internet-based Demat Account Statement (IDeAS)
holding securities in	facility:
demat mode with NSDL	I.	Visit URL: https://eservices.nsdl.com
			II.	Click on the "Beneficial Owner" icon under "Login" under 'IDeAS' section
			III.	On the new page, enter User ID and Password. Post successful authentication, click
				on "Access to e-Voting"
			IV.	Click on company name or e-Voting service provider and members will be re-directed
				to e-Voting service provider website for casting the vote during the remote e-Voting
				period
			2. User not registered for IDeAS e-Services
			I.	To register click on link : https://eservices.nsdl.com
			II.	Select "Register Online for IDeAS" or click at
				https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
			III.	Proceed with completing the required fields and follow the steps given in point 1 above
			3. Alternatively by directly accessing the e-Voting website of NSDL
			I.	Open URL: https://www.evoting.nsdl.com/
			II.	Click on the icon 'Login' which is available under 'Shareholder/Member' section
			III.	A new screen will open. Enter User ID (i.e. sixteen digit demat account number held
				with NSDL), Password / OTP and a Verification Code as shown on the screen
			IV.	On successful authentication, you will be redirected to NSDL website wherein you
				can see e-Voting page. Click on options available against Company name or e-Voting
				service provider - KFintech and you will be redirected to e-Voting website of KFintech
				for casting your vote
Individual	Shareholders	1. Existing user who have opted for Easi / Easiest
holding securities in demat	I.	Visit URL: https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com
mode with CDSL	II.	Click on New System Myeasi
			III.	Login with your registered user id and password
			IV.	The user will see the e-voting menu. The menu will have links of e-voting service
				provider i.e. KFintech e-voting portal. Click on KFintech to cast your vote
			2. User not registered for Easi/Easiest
			I.	Option to register is available at
				https://web.cdslindia.com/myeasi/Registration/EasiRegistration
			II.	Proceed with completing the required fields and follow the steps given in point 1 above
			3. Alternatively, by directly accessing the e-Voting website of CDSL
			I.	Visit URL: www.cdslindia.com
			II.	Provide your Demat Account Number and PAN
			III.	System will authenticate user by sending OTP on registered Mobile & E-mail as
				recorded in the Demat Account
			IV.	On successful authentication, you will enter the e-voting module of CDSL. Click on the
				e-voting link available or select E-Voting Service Provider "KFintech" and you will be
				re-directed to the e-voting page of KFintech to cast your vote
Individual		Shareholder	I.	Members can also login using the login credentials of their demat accounts through
login through	their demat		their DP registered with NSDL /CDSL for e-Voting facility
accounts	/	Website of	II.	Once logged-in, members will be able to see e-voting option. Click on e-voting
Depository Participant
	option, members will be redirected to NSDL / CDSL depository site after successful
				authentication, wherein you can see e-voting feature
			III.	Click on options available against Company name or e-voting service provider -
				KFintech and members will be redirected to e-voting website of KFintech for casting
				vote during the remote e-voting period

5