Mahindra CIE Automotive : Notice of 24th Annual General Meeting 2023

The TWENTY FOURTH ANNUAL GENERAL MEETING of the Members of MAHINDRA CIE AUTOMOTIVE LIMITED (the Company) will be held on Friday, 9th June, 2023 at 3:30 p.m. (IST) through Video Conference ("VC") / Other Audio Visual Means ("OAVM") without the physical presence of the Members at a common venue, to transact the businesses mentioned below.

The proceedings of the 24th Annual General Meeting ("AGM") shall deemed to be conducted at the Registered Office of the Company situated at Suite F9D, Grand Hyatt Plaza (Lobby Level), Off Western Express Highway, Santacruz (E), Mumbai - 400055 which shall be the deemed venue of the AGM.

ORDINARY BUSINESS

1. Consideration and adoption of the Audited Financial Statements (along-with Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st December, 2022 along- with the reports of the Board of Directors and Auditors thereon and in this regard to consider and, if thought fit, pass the following resolution as an
   Ordinary Resolution:
   "RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st December, 2022 along-with the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted."
2. Declaration of Dividend of ` 2.50/- per ordinary Equity Share of face value of ` 10 each for the financial year ended 31st December, 2022 and in this regard to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT a Dividend of ` 2.50/- (Two rupees and fifty paisa only) per Ordinary Equity Share of the face value of ` 10 each for the financial year ended 31st December, 2022 as recommended by the Board of Directors be and is hereby declared and that the said Dividend be distributed out of the accumulated balance of retained earnings representing the accumulated surplus in the profit and loss account as at 31st December, 2022."
3. To re-appoint Mr. Jesus Maria Herrera Barandiaran (DIN: 06705854), who retires by rotation and being eligible offers himself for re-appointment, as a director liable to retire by rotation and in this regard to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Jesus Maria Herrera Barandiaran (DIN: 06705854) who retires by rotation at this Annual General Meeting and being eligible

for re-appointment, be re-appointed as a Director of the Company, liable to retire by rotation."

4. To re-appoint Mr. Manoj Mullassery Menon (DIN: 07642469), who retires by rotation and being eligible offers himself for re-appointment, as a Director liable to retire by rotation and in this regard to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Manoj Mullassery Menon (DIN: 07642469), who retires by rotation at this Annual General Meeting and being eligible for re- appointment, be re-appointed as a Director of the Company, liable to retire by rotation."

SPECIAL BUSINESS

1. Ratification of Remuneration to Cost Auditor and in this regard to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and in accordance with the recommendation of the Audit Committee and the Board of Directors of the Company, the Company ratifies the remuneration payable to Messrs. Dhananjay V. Joshi & Associates, Cost Accountants, (Firm Registration Number 000030), appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending 31st December, 2023, amounting to ` 13,20,000/- (Rupees Thirteen Lakh Twenty Thousand only) plus taxes as may be applicable and reimbursement of such other out of pocket expenses, as may be incurred by them during the course of Audit.
   RESOLVED FURTHER THAT approval of the members is hereby accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard."
2. Approval of material related party transactions of the Company with Mahindra and Mahindra Limited and in this regard to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI

1. Remote e-Voting: The Company is providing facility of remote e-voting during the remote e-voting period to its Members through KFin Technologies Limited, the Registrar and Transfer Agent of the Company. Kindly, refer Note No. 20 (A) and 20 (B) below for detailed instruction for remote e-voting.
2. Voting during the AGM: Members who are present at the AGM through VC/OAVM facility but have not cast their vote on resolutions through remote e-voting may cast their vote through e-voting during the AGM. Kindly refer Note No. 20 (C) below for instruction for e-voting during the AGM.
3. The Register of Members and Transfer Book of the Company will be closed from Saturday, 3nd June, 2023 to Friday, 9th June, 2023 (both days inclusive) for the purpose of AGM and identifying the members entitled for dividend.
4. Pursuant to Sections 101 and 136 of the Companies Act, 2013 read with Rule 18(1) of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars, the Notice calling the 24th AGM along-with the Annual Report which inter- alia comprises the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st December, 2022 and Report of the Board of Directors and Auditors thereon ("the Annual Report") is being sent only by email to those Members whose e-mail addresses are registered with the Company/ Depository(ies).
5. Members who wish to obtain printed copies of above-mentioned documents can send a request on mcie.investors@cie-india.com. The Notice calling the AGM and the Annual Report is available on the website of the Company at www.mahindracie.com.The Notice is also accessible from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia. comand www.nseindia.comrespectively. The same is also available on the website of KFin Technologies Limited at https://evoting.kfintech.com/
6. All the members whose names are recorded in the Register of Members or in the List of Beneficial Owners maintained by the depositories as on Friday, 5th May, 2023 will be considered for the purpose of sending the Notice of AGM and the Annual Report. However, instructions have been given at Note No. 20 (B) (II) to enable those persons who become members after Friday, 5th May, 2023 to receive the Notice of AGM and the Annual Report.
7. Submission of questions / queries prior to AGM:
8. 1. Members desiring any additional information with regard to Accounts/ Annual Reports or has any question or query, are requested to send an email from their registered email address, to the Company Secretary of the Company, on the Company's investor email address: mcie.investors@cie-india.comat least 24 hours before the date of the AGM i.e., till 5:00 p.m. (IST) on 8th June, 2023, so as to enable the

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Management to keep the information ready. Please note that Members' questions will be answered only if they holds shares as on the cut-off date.

through the user id and password provided in the email received from KFintech/generated as per procedure provided in Note No. 20(B) (II). On successful login click on the tab "Post Your Queries Here" to post queries/ views/ questions. The window shall be available from Monday, 5th June, 2023 9:00 a.m. (IST) to Thursday, 8th June, 2023, 5:00 p.m. (IST).

1. Speaker Registration before AGM:
   Members of the Company who would like to speak or express their views or ask questions during the AGM needs to register themselves as speaker. For this member should visit https://emeetings.kfintech. comand login through the user id and password provided in the email received from KFintech/ generated as per procedure provided in Note No. 20(B)(II). On successful login, select 'Speaker Registration' and follow the process as guided on the screen. The window for Speaker Registration shall open from Monday, 5th June, 2023 9:00 a.m. (IST) to Thursday, 8th June, 2023, 5:00 p.m. (IST), during which the registration must be completed.
   Please note that, only those members holding shares as on the cut-off date who have registered themselves as 'Speaker', by following the procedure as mentioned above, shall only be able to speak and express their views / raise queries, during the meeting. If a member is not registered as 'Speaker', such member attending the AGM will be placed under 'listen only' module. Due to limitations of transmission and coordination during the AGM, the Company may have to dispense with or curtail the Speaker Session, hence shareholders are encouraged to send their questions etc. in advance as provided in Note No. 13 above.
2. Procedure for inspection of documents:
   The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Companies Act, 2013 and relevant documents referred to in this Notice of AGM and explanatory statement, 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 without any fee by the members from the date of circulation of this Notice up to the date of AGM i.e. Friday, 9th June, 2023. Members seeking to inspect such documents can send an email to mcie.investors@cie-india.com.
3. In compliance with the provisions of section 108

of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations read with SEBI Circular No. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated 9th December, 2020, Members are provided with the facility to cast their vote electronically on all resolutions set forth in this Notice, through remote e-voting during the remote e-voting period. It is hereby clarified that a Member may vote either through availing the remote-e voting facility or using the facility of e-voting during the AGM at his/her/its discretion, as per the instructions provided herein below.

17. The remote e-voting facility will be available during the following period:

1. Day, date and time of commencement of remote e-voting:Monday, 5th June, 2023 at 9:00 a.m. (IST).
2. Day, date and time of end of remote e-voting beyond which remote e-voting will not be allowed: Thursday, 8th June, 2023 at 5:00 p.m. (IST)

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period.

1. The Company has fixed Friday, 2nd June, 2023 as the "cut-offdate" for identifying the Members who shall be eligible for participation in the AGM through VC/OAVM facility and voting either through remote e-voting during the remote voting period or through e-voting during the AGM. A person whose name is recorded in the Register of Members or in the List of Beneficial Owners maintained by the depositories as on the cut-off date shall be entitled to attend the AGM and to vote on the resolutions as set-forth in the Notice. The voting rights of the Members, in respect of remote e-voting or e-voting during the AGM, shall be reckoned in proportion to their share in the paid-up equity share capital as on the cut- off date. A person who is not a Member as on the cut-off date should treat Notice of this Meeting for information purposes only.
2. For accessing the remote e-voting platform provided by KFintech and the platform provided for attending the AGM through VC/OAVM (including e-voting during the AGM), the members are provided with the Login ID and Password (Login Credentials) in the following manner:
3. 1. For individual shareholders holding shares in demat mode : The Login Credentials provided in the mail received from KFintech/generated as per procedure provided in Note No. 20(B) (II) are required for attending the AGM through VC/OAVM and e-votingduring the AGM which is integrated with the VC platform. For remote e-voting,such shareholders i.e. Individual Shareholders holding shares in Demat Mode, can use the facility of single login and access

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the remote e-voting platform from their demat account(s) / website(s) of Depositories / Depository Participants (DPs).

For further details please refer Note No. 20 (A) and Note No. 20 (C) of this AGM notice.

1. For non-individual shareholders holding shares in demat mode and all shareholders holding shares in physical mode: The Login Credentials provided in the mail received from KFintech as provided in in Note No. 20(B) (I)/generated as per procedure provided in Note No. 20(B)(II), are required for remote e-votingduring the remote e-votingperiod as mentioned above and for attending the AGM through VC/OAVM and e-votingduring the AGM which is integrated with the VC platform provided by RTA.
   For further details please refer Note No. 20 (B) and Note No. 20 (C) of this AGM notice.

20. Instructions for members for remote e-Voting,e-voting during the AGM and for attending the AGM through VC/OAVM

1. Login method for remote e-Votingfor Individual shareholders holding securities in demat mode
   Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9th December, 2020 on "e-Voting facility provided by Listed Companies", all the individual shareholders holding shares in demat mode, may cast their vote electronically through remote e-voting during the remote e-voting period by way of single login credential through their demat accounts / websites of Depositories / Depository Participants (DPs). Individual shareholders holding shares in demat mode, would be able to cast their vote without having to register again with the e-Voting service provider (ESP) (i.e. KFin Technologies Limited). Shareholders are advised to update their mobile number and e-mail ID with their DPs to access remote e-Voting facility.

It is hereby clarified that the facility of login through demat accounts / websites of Depositories / Depository Participants (DPs) is only available for remote e-voting. However, for attending the AGM through VC/OAVM and e-voting during the AGM, the remote e-voting credentials as provided by KFin Technologies Limited will be required and members must follow the detailed procedure as provided in Note No. 20(C) below.

The procedure to login and accessing remote e-voting platform, as advised by the Depositories, is given below: