Sundaram Clayton Limited has announced key leadership changes following a board meeting held on February 26, 2026. The company disclosed significant changes in its key management personnel under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Leadership Transition Details

The board meeting, which commenced at 11.15 a.m. and concluded at 11.45 a.m., addressed two major personnel changes that will take effect at the end of the current financial year.

CEO Resignation

Mr. Vivek S Joshi will step down from his role as Director & Chief Executive Officer and Key Managerial Personnel effective March 31, 2026. In his resignation letter, Mr. Joshi confirmed that there are no material reasons for his departure other than personal circumstances. As a consequence of his resignation, he will also cease to be a member of the Risk Management Committee from the same date.

New CEO Appointment

The board has appointed Mr. R Venkatesh as Additional Director designated as Director & Chief Executive Officer and Key Managerial Personnel, effective April 1, 2026. His appointment was made based on the recommendation of the Nomination and Remuneration Committee and will be for a term of five years.

Profile of New CEO

Mr. R Venkatesh currently serves as the Chief Operating Officer of the company and brings extensive experience to his new role. 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, United Kingdom

Professional Experience

With over 26 years of experience in the auto component industry, Mr. Venkatesh has worked across multiple TVS-Sundaram Clayton group companies. His career spans various divisions and functions:

His functional expertise includes production engineering, business planning, project management, operations, human resources, and total quality management. He played a key role in the total quality management journey that led to Sundaram Clayton Limited being awarded the Deming Grand Prize in 2003.

Regulatory Compliance

The company has confirmed that Mr. R Venkatesh is not debarred from holding the office of Director by virtue of any SEBI order or any other authority, as required under BSE and NSE circulars. All necessary documentation and annexures have been filed with the stock exchanges as part of the regulatory disclosure requirements under SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026.

Sundaram Clayton Limited has completed the merger of two of its wholly owned US subsidiaries, streamlining its international operations through corporate restructuring. The company informed stock exchanges about this significant development under Regulation 30 of SEBI Listing Regulations.

Merger Details and Timeline

The merger involved Sundaram-Clayton (USA) Limited (SCL USA) being merged with Sundaram Holding USA Inc. (SHUI), with effect from December 16, 2025. The Certificate of Merger was received on February 4, 2026, at 07.09 P.M. (IST), formally completing the transaction.

Entity Profiles and Financial Performance

The two entities involved in the merger had distinct operational profiles and financial standings. SCL USA, incorporated on June 15, 2012, under Illinois state laws, was a non-operating company with no recorded revenues as per the last audited accounts as on March 31, 2025.

SHUI, incorporated as a C Corporation under Delaware laws on September 9, 2015, operates in the manufacturing sector focusing on aluminium castings and reported a turnover of Rs. 230.31 crores.

Strategic Rationale and Regulatory Compliance

The merger was executed to simplify cost optimization, compliance, and legal requirements across entities. Since the transaction occurred between two wholly-owned subsidiaries, it falls under the exemption provided by Regulation 23(5)(c) of SEBI Listing Regulations, eliminating the need for arm's length transaction requirements.

The restructuring will not result in any changes to the shareholding pattern of the listed entity, as no capital increase or share allocation occurred during the merger process. Following the completion, SCL USA has ceased to be a wholly owned subsidiary of Sundaram-Clayton Limited, with SHUI continuing as the surviving entity.