Scrutinizers report

Sundaram-Clayton Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai – 600006 PH: 044 28332115 28th July 2026 BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Dalal Street, Bandra-Kurla Complex, Mumbai 400 001. Bandra(E), Mumbai 400 051. Scrip code: 544066 Scrip code: SUNCLAY Dear Sir/Madam, Subject : Voting Results and Scrutinizer's Report for the 9th Annual General Meeting (AGM) held on 28th July 2026 Reference : Our letter dated 28th July 2026 Pursuant to Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the following for the businesses transacted at the 9th Annual General Meeting (AGM) of the Company held on Tuesday, 28th July 2026 through Video Conferencing: (a)Voting results of the AGM (Annexure -I); and (b)Scrutinizer's Report in compliance with Rule 20 of the Companies (Management and Administration) Rules, 2014 (Annexure -II). All Resolutions as set out in the Notice have been duly approved by the Shareholders with requisite majority. The said results declared by the Chairman of the meeting and the report submitted by the scrutinizer are also placed on the Company's Notice board and on the websites of the Company and NSDL. This is for your information and records. Thanking you, Yours faithfully, For Sundaram-Clayton Limited P D Dev Kishan Company Secretary Encl.: a/a Website: www.sundaram-clayton.com Email: corpsec@sundaramclayton.com CIN: L51100TN2017PLC118316 Annexure I Voting results Record date 22-07-2026 Total number of shareholders on record date 24459 No. of shareholders present in the meeting either in person or through proxy a)Promoters and Promoter group 0 b)Public 0 No. of shareholders attended the meeting through video conferencing a)Promoters and Promoter group 3 b)Public 95 No. of resolution passed in the meeting 4 Disclosure of notes on voting results Resolution(1) Resolution required: (Ordinary / Special) Ordinary Whether promoter/promoter group are interested in the agenda/resolution? Adoption of the Audited Financial Statements (Standalone & Consolidated) of the Description of resolution considered Company for the year ended 31st March 2026 and the reports of the Board of Directors and the Auditors No. of % of Votes polled No. of % of votes in % of Votes Mode of No. of No. of votes Category votes on outstanding votes – favour on votes against on votes voting shares held – in favour polled shares against polled polled (6)= (7)= (1) (2) (3)=[(2)/(1)]*100 (4) (5) [(4)/(2)]*100 [(5)/(2)]*100 E-Voting 13026886 100 13026886 0 100 0 Poll Promoter and 13026886 Promoter Postal Ballot Group (if applicable) Total 13026886 13026886 100 13026886 0 100 0 E-Voting 4531285 95.0684 4531285 0 100 0 Poll 4766341 Public- Postal Ballot Institutions (if applicable) Total 4766341 4531285 95.0684 4531285 0 100 0 E-Voting 1298499 30.5318 1298098 401 99.9691 0.0309 Poll 4252935 Public- Non Postal Ballot Institutions (if applicable) Total 4252935 1298499 30.5318 1298098 401 99.9691 0.0309 Total 22046162 18856670 85.5327 18856269 401 99.9979 0.0021 Whether resolution is Pass or Not. Yes Disclosure of notes on resolution Resolution(2) Resolution required: (Ordinary / Special) Ordinary Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Re-appointment of Mr R Anandakrishnan as Director, who retires by rotation No. of % of Votes polled No. of % of votes in % of Votes Mode of No. of No. of votes Category votes on outstanding votes – favour on votes against on votes voting shares held – in favour polled shares against polled polled (6)= (7)= (1) (2) (3)=[(2)/(1)]*100 (4) (5) [(4)/(2)]*100 [(5)/(2)]*100 E-Voting 13026886 100 13026886 0 100 0 Poll Promoter and 13026886 Promoter Postal Ballot Group (if applicable) Total 13026886 13026886 100 13026886 0 100 0 E-Voting 4531704 95.0772 4531704 0 100 0 Poll 4766341 Public- Postal Ballot Institutions (if applicable) Total 4766341 4531704 95.0772 4531704 0 100 0 E-Voting 1298249 30.526 1297848 401 99.9691 0.0309 Poll 4252935 Public- Non Postal Ballot Institutions (if applicable) Total 4252935 1298249 30.526 1297848 401 99.9691 0.0309 Total 22046162 18856839 85.5334 18856438 401 99.9979 0.0021 Whether resolution is Pass or Not. Yes Disclosure of notes on resolution Resolution(3) Resolution required: (Ordinary / Special) Ordinary Whether promoter/promoter group are interested in the agenda/resolution? Re-appointment of M/s. Raghavan, Chaudhuri & Narayanan, Chartered Description of resolution considered Accountants, Bengaluru, as Statutory Auditors for a term of five consecutive years % of Votes No. of No. of No. of % of votes in % of Votes Mode of No. of polled on Category votes votes – in votes – favour on votes against on votes voting shares held outstanding polled favour against polled polled shares (3)= (6)= (7)= (1) (2) (4) (5) [(2)/(1)]*100 [(4)/(2)]*100 [(5)/(2)]*100 E-Voting 13026886 100 13026886 0 100 0 Poll Promoter and 13026886 Promoter Postal Ballot Group (if applicable) Total 13026886 13026886 100 13026886 0 100 0 E-Voting 4531704 95.0772 1940679 2591025 42.8245 57.1755 Poll 4766341 Public- Postal Ballot Institutions (if applicable) Total 4766341 4531704 95.0772 1940679 2591025 42.8245 57.1755 E-Voting 1298249 30.526 1297836 413 99.9682 0.0318 Poll 4252935 Public- Non Postal Ballot Institutions (if applicable) Total 4252935 1298249 30.526 1297836 413 99.9682 0.0318 Total 22046162 18856839 85.5334 16265401 2591438 86.2573 13.7427 Whether resolution is Pass or Not. Yes Disclosure of notes on resolution Resolution(4) Resolution required: (Ordinary / Special) Ordinary Whether promoter/promoter group are interested in the agenda/resolution? Ratification of remuneration payable to M/s C S Adawadkar & Co, Practising Description of resolution considered Cost Accountant as Cost Auditor for the Financial Year 2026-27 No. of % of Votes polled No. of % of votes in % of Votes Mode of No. of No. of votes Category votes on outstanding votes – favour on votes against on votes voting shares held – in favour polled shares against polled polled (6)= (7)= (1) (2) (3)=[(2)/(1)]*100 (4) (5) [(4)/(2)]*100 [(5)/(2)]*100 E-Voting 13026886 100 13026886 0 100 0 Poll Promoter and 13026886 Promoter Postal Ballot Group (if applicable) Total 13026886 13026886 100 13026886 0 100 0 E-Voting 4531704 95.0772 4531704 0 100 0 Poll 4766341 Public- Postal Ballot Institutions (if applicable) Total 4766341 4531704 95.0772 4531704 0 100 0 E-Voting 1298249 30.526 1297715 534 99.9589 0.0411 Poll 4252935 Public- Non Postal Ballot Institutions (if applicable) Total 4252935 1298249 30.526 1297715 534 99.9589 0.0411 Total 22046162 18856839 85.5334 18856305 534 99.9972 0.0028 Whether resolution is Pass or Not. Yes Disclosure of notes on resolution Annexure II B CHANDRA & ASSOCIATES PRACTISING COMPANY SECRETARIES Regn.No: P2017TN065700 FORM NO. MGT - 13 Report of the Scrutinizer(s) /Pursuant to section 108 of the Companies Act, 201 Jµnd rule 20 of the Companies (Management and Administration) Rul~s, 2014 as amended upto date/ Dated 28.07.2026 The Chairman, of the Nineth Annual General Meeting of Sundaram-Clayton Limited - held on July 28, 2026 at 2.30 PM [Indian Standard Time (IST)] through Video Conferencing /Other Audio- Visual Means. Subject: Voting at Annual General Meeting - Ordinary Resolution(s) under different provisions of the Companies Act, 2013 read with Rules made there under - Voting through electronic means in terms of Section l 08 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014 as amended till date. Dear Sir, I, B Chandra, partner of B. Chandra & Associates, Practising Company Secretaries, having our office at AG3, Ragamalika, No.26 Kumaran Colony Main Road, Vadapalani, Chennai 600 026, appointed as Scrutinizer as per the Board resolution dated 14th May 202 [Showing first 8,000 characters — download PDF for full document]