Sundaram-Clayton Limited has announced a board meeting scheduled for March 27, 2026, to deliberate on the declaration of an interim dividend for the financial year ending March 31, 2026. The company has formally notified both BSE and NSE about this upcoming board meeting in compliance with regulatory requirements under Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Details

The meeting details and key information are outlined below:

Regulatory Compliance and Trading Window Closure

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 29, the company has provided advance intimation to stock exchanges regarding the board meeting. The notification emphasizes that the board will consider declaring an interim dividend "if any" to shareholders.

As part of compliance with insider trading regulations, Sundaram-Clayton has implemented a trading window closure for designated persons:

Dividend Declaration Process

The company has indicated that specific details regarding the interim dividend will be communicated immediately following board approval. Key parameters that will be disclosed post-meeting include:

• Rate of interim dividend
• Quantum of dividend distribution
• Record date for dividend eligibility
• Payment date for dividend disbursement

Stock Exchange Communication

Sundaram-Clayton Limited, formerly known as Sundaram-Clayton DCD Limited, has its registered office located at "Chaitanya", No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai. The company maintains active listings on both major Indian stock exchanges:

The formal communication was signed by P D Dev Kishan, Company Secretary, ensuring proper authorization and compliance with corporate governance standards. This advance notification demonstrates the company's commitment to transparent communication with shareholders and regulatory adherence.

Sundaram Clayton Limited has issued a postal ballot notice seeking shareholder consent for the appointment of Mr R Venkatesh as Director and Chief Executive Officer of the company. The notice, dated March 5, 2026, was communicated to stock exchanges under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Proposed Appointments

The postal ballot seeks approval for two ordinary resolutions concerning Mr R Venkatesh, who holds DIN 11569393:

Mr Venkatesh was appointed as Additional Director by the Board of Directors with effect from April 1, 2026, based on recommendations from the Nomination and Remuneration Committee. His appointment as Director and CEO requires shareholder approval for the five-year term ending March 31, 2031.

Executive Profile and Experience

Mr R Venkatesh, aged 48 years, currently serves as Chief Operating Officer of Sundaram Clayton USA, LLC. His educational qualifications include:

• B.E. (Hons.) in Mechanical Engineering from BITS, Pilani
• M.Sc. (Hons.) in Economics from BITS, Pilani
• M.Sc. in Manufacturing Systems Engineering from University of Warwick, UK

With over 26 years of experience in the auto components sector, Mr Venkatesh has held leadership roles across several TVS-Sundaram Clayton group companies, including the brakes division and die-casting division of Sundaram Clayton Limited. He was a core member in the brakes division's Deming Grand Prize achievement in 2003 and has expertise in Total Quality Management, strategic planning, operations, supply chain, lean manufacturing, project management, M&A, and talent development.

Remuneration Structure

The proposed remuneration package for Mr Venkatesh as Director & CEO includes:

The fixed compensation includes basic salary, house rent allowance, special allowance, personal pay, uniform maintenance allowance, communication allowance, professional development allowance, leave travel concession, provident fund, and gratuity as per company policy.

Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to facilitate remote electronic voting. Key details of the voting process:

Shareholders whose names appear in the register of members as on the cut-off date are eligible to vote. The voting rights will be proportionate to shares held in the paid-up equity share capital. Results will be announced at the company's registered office and communicated to stock exchanges and uploaded on the company website.

Regulatory Compliance

Since Mr Venkatesh is currently a Non-Resident Indian (NRI), his appointment as Director & CEO requires Central Government approval under the Companies Act, 2013. However, he has confirmed his commitment to relocate to India and work full-time upon assuming office from April 1, 2026. The company will make the necessary application to the Central Government for approval.

The Board of Directors has recommended both resolutions for shareholder approval, noting that no other Directors or Key Managerial Personnel have any financial interest in these proposals. The appointment aligns with the company's strategic requirements and Mr Venkatesh's extensive experience in the auto components sector positions him well to lead the organization's growth initiatives.