Shareholders meeting

Sundaram-Clayton Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai – 600006 PH: 044 28332115 2nd 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 : Notice of the 9th Annual General Meeting of the Company In furtherance to our letter dated today, please find enclosed the Notice for convening the 9th Annual General Meeting of the Company on Tuesday, 28th July 2026 at 2.30 P.M. (IST) via Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The copy of the same is also available on the website of the Company viz., www.sundaram-clayton.com. Date and time of occurrence of event: 2nd July 2026 at 05.46 PM (IST). This is for your kind information. 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 Sundaram-Clayton Limited (Formerly known as Sundaram-Clayton DCD Limited) NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 9th Annual General Meeting of for a second term of five consecutive years to hold office the Company (AGM) will be held on Tuesday, the 28th July 2026 at from the conclusion of this 9th Annual General Meeting till the 02.30 p.m. [Indian Standard Time (IST)] through Video Conferencing conclusion of the 14th Annual General Meeting of the Company (‘VC’) / Other Audio Visual Means (‘OAVM’) to transact the following on such terms and conditions including remuneration as may businesses: be approved by the Board of Directors on the recommendation of the Audit Committee, from time to time during their tenure of ORDINARY BUSINESS appointment, in addition to applicable taxes and reimbursement 1. To consider passing the following resolution as an ordinary of travelling and other out of pocket expenses incurred by them.” resolution: SPECIAL BUSINESS “RESOLVED THAT the Standalone and Consolidated Audited 4. Ratification of Cost Auditor’s Remuneration Financial Statements for the year ended 31st March 2026, together with the Board’s Report and the Auditors’ Report To consider passing the following resolution as an ordinary thereon as circulated to the Members and presented to the resolution: meeting be and are hereby approved and adopted.” “ RESOLVED THAT pursuant to Section 148 of the Companies 2. To consider passing the following resolution as an ordinary Act, 2013 read with the Companies (Audit and Auditors) resolution: Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force) remuneration “RESOLVED THAT Mr R Anandakrishnan (holding DIN of ` 5,00,000/- (Rupees five lakhs only) plus applicable taxes 07806173), Director, who retires by rotation and being eligible, and reimbursement of travelling and other out of pocket offers himself for re-appointment, be and is hereby re-appointed expenses incurred by them, payable to M/s C S Adawadkar as a Director of the Company.” & Co, Practicing Cost Accountants, having Firm Registration 3. To consider passing the following resolution as an ordinary No. 100401 allotted by The Institute of Cost Accountants of India, resolution: who were re-appointed as Cost Auditors of the Company for the financial year ending 31st March 2027 by the Board of Directors “RESOLVED THAT pursuant to Sections 139, 142 and other of the Company, as recommended by the Audit Committee be applicable provisions of the Companies Act, 2013 read with and is hereby ratified.” the Companies (Audit and Auditors) Rules, 2014, applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, By order of the Board of Directors 2015, as amended (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) and based on Chennai P D Dev Kishan the recommendations of the Audit Committee and the Board of 14th May 2026 Company Secretary Directors, M/s Raghavan, Chaudhuri & Narayanan, Chartered Registered office: Accountants, Bengaluru, having Firm Registration No. 007761S “Chaitanya” allotted by The Institute of Chartered Accountants of India, be and No.12, Khader Nawaz Khan Road, are hereby re-appointed as Statutory Auditors of the Company Nungambakkam, Chennai - 600 006. Sundaram-Clayton Limited (Formerly known as Sundaram-Clayton DCD Limited) Mode of AGM b. F or Members holding shares in demat form: Please update your email address through your respective Depository 1. The Ministry of Corporate Affairs (“MCA”), vide its General Circular Participant/s. No. 20/2020 dated 5th May, 2020 read with the subsequent circulars issued from time to time, and General Circular No. Further, as per Regulation 36(1)(c) of the Listing Regulations, 03/2025 dated 22nd September, 2025 (“MCA Circulars”), has hard copy of the Annual Report for the FY 2025-26 will be allowed the Companies to conduct the Annual General Meeting given to those shareholders who request for the same. (“AGM”) through Video Conferencing or Other Audio-Visual Accordingly, Members who wish to obtain a physical copy of Means (“VC/OAVM”) until further notice. In compliance with the the Annual Report, may write to the Company at corpsec@ provisions of the Companies Act, 2013 (“the Act, 2013”), SEBI sundaramclayton.com, requesting for the same by providing (Listing Obligations and Disclosure Requirements) Regulations, their holding details. 2015, as amended, (“Listing Regulations”) and MCA Circulars, For members who have not registered their email address with the AGM of the Company is being conducted through VC/OAVM. the Company, a letter containing the web-link, along with the National Securities Depository Limited (“NSDL”) will provide the exact navigation path for accessing the Annual Report, will be necessary facilities for members in connection with the Annual provided to enable convenient access. General Meeting, including voting through remote e-Voting, participation in the AGM via VC/OAVM, and e-Voting during the 6. Members may kindly note that the Company’s Annual Report as AGM. well as the Notice convening the AGM have been uploaded on the website of the Company at www.sundaram-clayton.com and Proxy and Authorised Representatives are also accessible on the websites of the Stock Exchanges, viz., 2. Pursuant to the Circular No. 14/2020 dated 8th April 2020, issued BSE Limited (www.bseindia.com) and National Stock Exchange by the Ministry of Corporate Affairs, the facility to appoint proxy of India Limited (www.nseindia.com) for download. In addition, to attend and cast vote for the members is not available for this the AGM Notice will be made available on the website of NSDL AGM. However, the Body Corporates are entitled to appoint (www.evoting.nsdl.com), being the agency providing the remote authorized representatives as Members to attend the AGM e-Voting facility. through VC/ OAVM and participate and cast their votes through Statement of Material Facts e-Voting. 7. A statement pursuant to the provisions of Section 102(1) of the Attendance Act, relating to the Special Business to be transacted at the 3. The attendance of the Members attending the AGM through VC AGM, is annexed hereto. / OAVM will be counted for the purpose of reckoning the quorum Inspection of documents under Section 103 of the Act, 2013. 8. All documents referred elsewhere in the Annual Report will also 4. The Members can join the AGM through VC / OAVM mode be available for inspection from the date of circulation of this 15 minutes before and after the scheduled time of the Notice up to the date of AGM. Members seeking to inspect such commencement of the Meeting by following the procedure documents can send an e-mail to corpsec@sundaramclayton. mentioned in th [Showing first 8,000 characters — download PDF for full document]