Shriram AMC amends articles, details board composition and shareholder rights

Shriram Asset Management Company Limited (Shriram AMC) announced on September 18, 2025, that its members approved amendments to the company's Articles of Association. These changes primarily redefine the board's composition and introduce a framework for "Reserved Matters" and shareholder rights. The board will now comprise up to 15 directors, with specific nomination rights for Shriram Credit Company Limited (SCCL) and Sanlam Emerging Markets (Mauritius) Limited (SEMML), each nominating two non-executive directors, and Mission 1 nominating one. Up to 10 independent directors will also be appointed.

The amendments establish a clear hierarchy, with Part B of the Articles prevailing in case of conflict with Part A. "Reserved Matters" are introduced, requiring Sanlam Director approval for significant decisions such as charter document amendments impacting SEMML's rights, issuance of securities, voluntary winding up or delisting, related-party transactions not at arm's length, changes in board composition, and budget amendments exceeding 5% of the agreed budget.

Shareholder protections include pre-emptive rights on sale and tag-along rights, ensuring that if SCCL sells shares to a third party, SEMML has the option to sell its shares proportionally at the same price. A "fall away of rights" clause stipulates that if the shareholding of any party (SCCL/SEMML) falls below 10% of the paid-up equity capital, their special rights under Part B will cease, and their nominated director must resign within seven days.