Cummins India : Errata to the 61st AGM Notice and Revised 61st AGM Notice

Cummins India Limited

Registered Office: Cummins India Office Campus, Tower A, 5th Floor,

Survey No. 21, Balewadi, Pune 411 045

(CIN: L29112PN1962PLC012276)

Telephone: [phone] Fax: [phone]

Website: www.cumminsindia.com

E-mail:[e-mail]

ERRATA TO NOTICE OF THE 61ST ANNUAL GENERAL MEETING

NOTICE is hereby given to all the Members of Cummins India Limited ("the Company") to clarify that the proposed resolution at Item No. 7 appearing on Page No. 2 of the 61st AGM Notice and Explanatory Statement for Item Nos. 7, 8, 9 and 10 appearing from Page No. 20 of the 61st AGM Notice is being revised to correct an inadvertent error by issuing this Errata.

This Errata should be read in conjunction with the 61st AGM Notice and the related Explanatory Statement. All other particulars and details mentioned in the Notice and Explanatory Statement remain unchanged.

In the proposed resolution at Item No. 7 and its related Explanatory Statement, the aggregate value of estimated material related party transaction(s) was erroneously disclosed as ` 81,100 Lacs (Rupees Eighty One Thousand One Hundred Lacs only), whereas the amount would be ` 93,989 Lacs (Rupees Ninety Three Thousand Nine Hundred Eighty Nine Lacs only). The error had arised while grouping of all types of transactions, which led to inadvertently missing out value of ` 12,889 Lacs (Rupees Twelve Thousand Eight Hundred Eighty Nine Lacs only) for related party transactions in the category "Purchases of Goods" from Cummins Limited, UK.

It is also clarified that the Audit Committee and the Board of Directors of the Company have approved the said rectification / correction in the amount of estimated material related party transaction(s) with Cummins Limited, UK, as mentioned in this Errata for further circulation to the Members.

The relevant section of the 61st AGM Notice and the related Explanatory Statement thereto, being revised is given below:

1. In Item No. 7 appearing on Page No. 2 of the 61st AGM Notice, please read the maximum aggregate value of the Material Related Party Transaction(s) as "` 93,989 Lacs (Rupees Ninety Three Thousand Nine Hundred Eighty Nine Lacs only)" instead of "` 81,100 Lacs (Rupees Eighty One Thousand One Hundred Lacs only)".
   Further, the nature of transactions should be read as "in the nature of :
2. 1. sale of engines/gensets, their parts, accessories, and spares by the Company;
   2. purchases of engines/ gensets, their parts, accessories or spares by the Company;
   3. availing/rendering of any kind of service(s), reimbursements received/ paid, purchase/ sale/ exchange/ transfer/ lease of business asset(s) and/ or equipment(s), purchase and sale of export incentive licenses or any other transaction(s) for transfer of resources, services, technology, or obligations ('Other RPTs');"

instead of "in the nature of :

1. sale of engines/gensets, their parts, accessories, and spares by the Company;
2. purchases of engines/ gensets, their parts, accessories or spares by the Company, availing/ rendering of any kind of service(s), reimbursements received/ paid, purchase/ sale/ exchange/ transfer/ lease of business asset(s) and/ or equipment(s), purchase and sale of export incentive licenses or any other transaction(s) for transfer of resources, services, technology, or obligations ('Other RPTs');"

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Errata to Notice of the 61St Annual General Meeting

1. In the Explanatory Statement for Item Nos. 7, 8, 9 and 10 appearing from Page No. 20 of the
   61st AGM Notice, please read the following table as :

		(` in Lacs)
Category of Transactions		Cummins Limited,
		UK ('CL')
Sale of engines/gensets, their parts, accessories, and spares by the	80,000
Company
Purchases of engines/ gensets, their parts, accessories or spares by the	12,889
Company
Other RPTs*		1,100
Total	93,989
*as specified in Ordinary Resolution set out as Item No. 7 of the Notice.
instead of :		(` in Lacs)
Category of Transactions		Cummins Limited,
		UK ('CL')
Sale of engines/gensets, their parts, accessories, and spares by the	80,000
Company
Other RPTs*		1,100
Total	81,100

*as specified in Ordinary Resolution set out as Item No. 7 of the Notice.

Further, the details of the transactions and other particulars thereof for Material Related Party Transaction(s) with Cummins Limited, UK, shall be read as :

Sr.

No.

3.

4.

5.

Name of Related Party/

Particulars

Type, material terms, tenure and particulars of the proposed transaction

Value of the proposed transaction

The percentage of the listed entity's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction

Cummins Limited, UK ('CL')

As part of regular business operations:

1. sale of engines/gensets, their parts, accessories, and spares by the Company;
2. purchases of engines/ gensets, their parts, accessories or spares by the Company;
3. availing/rendering of any kind of service(s), reimbursements received/ paid, purchase/ sale/ exchange/ transfer/ lease of business asset(s) and/ or equipment(s), purchase and sale of export incentive licenses or any other transaction(s) for transfer of resources, services, technology, or obligations ('Other RPTs');

These transactions are proposed to be undertaken during Financial Year 2022-23, depending on business operations.

• 93,989 Lacs

Approximately 16% of annual consolidated turnover of the Company for the Financial Year 2021-22

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instead of :

Sr.	Name of Related Party/
No.	Particulars

3. Type, material terms, tenure and particulars of the proposed transaction

1. Value of the proposed transaction
2. The percentage of the listed entity's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction

Errata to Notice of the 61St Annual General Meeting

Cummins Limited, UK ('CL')

As part of regular business operations:

1. sale of engines/gensets, their parts, accessories, and spares by the Company;
2. purchases of engines/ gensets, their parts, accessories or spares by the Company, availing/rendering of any kind of service(s), reimbursements received/ paid, purchase/ sale/ exchange/ transfer/ lease of business asset(s) and/ or equipment(s), purchase and sale of export incentive licenses or any other transaction(s) for transfer of resources, services, technology, or obligations ('Other RPTs');

These transactions are proposed to be undertaken during Financial Year 2022-23, depending on business operations.

• 81,100 Lacs

Approximately 13% of annual consolidated turnover of the Company for the Financial Year 2021-22

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Cummins India Limited

Registered Office: Cummins India Office Campus, Tower A, 5th Floor,

Survey No. 21, Balewadi, Pune 411 045

(CIN: L29112PN1962PLC012276)

Telephone: [phone] Fax: [phone]

Website: www.cumminsindia.com

E-mail:[e-mail]

NOTICE OF THE 61ST ANNUAL GENERAL MEETING

To,

The Members of Cummins India Limited,

NOTICE is hereby given that the Sixty-first Annual General Meeting of the Members of Cummins India Limited will be held on Wednesday, the 10th day of August 2022, at 12 Noon Indian Standard Time (I.S.T.) through Video Conference ("VC") / Other Audio Visual Means ("OAVM") facility, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited standalone financial statements of the Company for the Financial Year ended March 31, 2022, the reports of the Board of Directors and Auditors thereon.
2. To receive, consider and adopt the audited consolidated financial statements of the Company for the Financial Year ended March 31, 2022 and the report of the Auditors thereon.
3. To declare final dividend on equity shares for the Financial Year ended March 31, 2022 and to confirm the payment of interim dividend for the Financial Year 2021-22.
4. To appoint a Director in place of Mr. Norbert Nusterer (DIN: 07640359), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

5. To approve re-appointment of Mr. Ashwath Ram as the Managing Director of the Company

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule V of the Act and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), relevant provisions of the Articles of Association of the Company, as recommended by Nomination and Remuneration Committee and approved by Board of Directors, subject to such sanctions/approvals as may be necessary, approval of the Members be and is hereby accorded for the re-appointment of Mr. Ashwath Ram (DIN: 00149501) as the Managing Director of the Company, for a period of three years effective from August 17, 2022 to August 16, 2025 upon the terms and conditions of appointment including remuneration as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to alter and vary the terms and conditions of appointment and / or remuneration to the extent it may deem appropriate, subject to the same not exceeding the overall limits specified under Section 197 read with Schedule V of the Act (including any statutory modifications or re-enactments thereof, for the time being in force) and/or any guidelines prescribed by the Government from time to time.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution."

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61st AGM Notice

1. To ratify remuneration payable to the Cost Auditor, M/s. C S Adawadkar & Co., for the Financial Year 2022-23
   To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration not exceeding ` 9,50,000/- (Rupees Nine Lacs Fifty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditor, M/s. C S Adawadkar & Co, Cost Accountants for the year ending March 31, 2023, as recommended by the Audit Committee and approved by the Board of Directors, be and is hereby ratified."
2. To approve material related party transaction(s) with Cummins Limited, UK
   To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to provisions of Section 188 of Companies Act, 2013 ("the Act") read with the Rules framed thereunder, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment thereof, for the time being in force), Company's Policy on Related Party Transactions, and such other applicable provisions and as recommended by Audit Committee and approved by Board of Directors, approval of the Members be and is hereby accorded for the Company to enter into Material Related Party Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) with Cummins Limited, UK, a related party under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations for Financial Year 2022-23 upto maximum aggregate value of ₹ 93,989 Lacs (Rupees Ninety Three Thousand Nine Hundred Eighty Nine Lacs only) in the ordinary course of business and at arm's length basis, in the nature of:
3. 1. sale of engines/gensets, their parts, accessories, and spares by the Company;
   2. purchases of engines/ gensets, their parts, accessories or spares by the Company;
   3. availing/rendering of any kind of service(s), reimbursements received/ paid, purchase/ sale/ exchange/ transfer/ lease of business asset(s) and/ or equipment(s), purchase and sale of export incentive licenses or any other transaction(s) for transfer of resources, services, technology, or obligations ('Other RPTs');

on such terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between the Company and related party.

RESOLVED FURTHER THAT the Board or Key Managerial Personnel of the Company, be and is hereby authorised to sign, execute, alter and/or negotiate all such deeds, agreements, contracts, transactions, applications, documents, papers, forms and writings that may be required, for and on behalf of the Company and to do all such acts, deeds, matters and things including delegation of such authority, as it may deem fit at its absolute discretion to give effect to this Resolution and for resolving all such issues, questions, difficulties or doubts, whatsoever that may arise in this regard, without being required to seek further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects."

8. To approve material related party transaction(s) with Tata Cummins Private Limited

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 188 of Companies Act, 2013 ("the Act") read with the Rules framed thereunder, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment thereof, for the time being in force), Company's Policy on Related Party Transactions, and such other applicable provisions and as recommended by Audit Committee and approved by Board of Directors, approval of the

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