Meeting Details

This is a postal ballot process without a physical meeting. The remote e-voting period commences on Friday, September 4, 2026 at 9:00 AM (IST) and concludes on Saturday, October 3, 2026 at 5:00 PM (IST). The resolution will be deemed passed on the last date of voting, i.e., October 3, 2026, if approved by requisite majority.

Proposed Resolutions and Implications

Item No. 1: To approve and ratify material related party transaction(s) and related arrangements between the Company and Sona Comstar eDrive Private Limited (Ordinary Resolution)

The resolution seeks approval for:

1. Slump Sale of EV Business: Transfer of the Electric Vehicle Business (developing, designing, manufacturing, selling and marketing of air-cooled traction motors, generators, traction inverters, e-Axles for 2 & 3 wheelers) to Sona eDrive for total consideration of INR 8,932 million (₹8,932 crores), consisting of:

  • Cash consideration: INR 8,575 million (subject to customary closing adjustments)
  • Equity consideration: Balance amount through issuance of Sona eDrive shares at fair value

2. Sublease Arrangement: Sublease of approximately 5.13 acres of leasehold land at Keelakaranai Village, Tamil Nadu to Sona eDrive for 29 years (September 1, 2026 to August 31, 2055) with:

  • Sublease Premium: Not exceeding INR 1,913,531 (one-time payment)
  • Sublease Rent: INR 2,077 per annum plus applicable taxes

3. Lease Rentals: Continuation of existing lease of registered office premises at Gurugram at INR 4,400 per month (INR 0.06 million annually)

The aggregate value of related party transactions with Sona eDrive shall be approximately INR 8,934.05 million subject to customary closing adjustments.

Voting Process and Methods

The voting is restricted only to remote e-voting process through NSDL. No physical postal ballot forms are being sent. Members whose email addresses are registered with the Company/depository participants as on the cut-off date (Friday, August 28, 2026) will receive the notice electronically.

Key Voting Information

  • Cut-off Date: Friday, August 28, 2026
  • Voting Period: September 4, 2026 (9:00 AM IST) to October 3, 2026 (5:00 PM IST)
  • Voting Rights: Proportional to shareholding as on cut-off date
  • Result Declaration: Within 2 working days from conclusion of e-voting (on or before Tuesday, October 6, 2026)

Scrutinizer Appointment and Role

Ms. Ayushi Jain, Proprietor of Ayushi J & Associates, Company Secretaries (Membership No. F11036) has been appointed as Scrutinizer to conduct the postal ballot/e-voting process in a fair and transparent manner. The Scrutinizer will submit her report to the Chairman after completion of scrutiny, and the results will be announced along with the Scrutinizer's Report.

Additional Financial Information

The transaction qualifies as material RPT because:

  • Company's consolidated turnover (FY2025-26): INR 44,494.60 million (threshold: INR 4,449.46 million)
  • Company's standalone net worth (FY2025-26): INR 57,767.76 million (threshold: INR 5,776.77 million)
  • Transaction value represents 20.07% of consolidated turnover

The EV Business financial track record (carved out adjusted financials):

  • FY2023-24: Turnover INR 1,609 million, Net Worth INR 2,055 million, EBITDA INR 43 million
  • FY2024-25: Turnover INR 2,564 million, Net Worth INR 3,362 million, EBITDA INR 260 million
  • FY2025-26: Turnover INR 3,855 million, Net Worth INR 3,471 million, EBITDA INR 405 million

Valuation Details

An independent valuation report was obtained from Deloitte India Valuation LLP which arrived at a valuation range of INR 8,694 million to INR 9,180 million with a mid-value of INR 8,932 million. The company considered the midpoint as the fair value for the transaction.

The Board and Audit Committee have reviewed the valuation and consider the transaction to be fair, reasonable, on arm's length basis, and not prejudicial to the interests of the company or its shareholders.