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.

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.