Sundaram-Clayton Ltd

AGM details

• AGM held July 28, 2026 at 2:30 PM IST via VC/OAVM
• Record date: July 22, 2026

Resolutions

• Adoption of standalone and consolidated financial statements for year ended 31 March 2026
• Re-appointment of Mr. R Anandakrishnan as Director, retires by rotation
• Re-appointment of M/s Raghavan, Chaudhuri & Narayanan as Statutory Auditors for five years
• Ratification of remuneration to C S Adawadkar & Co as Cost Auditor for 2026-27

Voting results

• All resolutions passed by ordinary majority
• Resolution 3: 86% in favour, 14% against
• Other resolutions: ~100% in favour, negligible against

Directors & Auditors

• Director re-appointment: R Anandakrishnan (retiring by rotation)
• Statutory auditors reappointed: Raghavan, Chaudhuri & Narayanan
• Cost Auditor remuneration ratified: C S Adawadkar & Co

Financial performance

• Standalone revenue from operations Rs 524.22 Cr for quarter ended 30/06/2026, up ~19% YoY.
• Standalone total income Rs 527.95 Cr.
• Standalone EBITDA Rs 66.5 Cr, margin 12.7%.
• Standalone PAT Rs 17.04 Cr; Basic and Diluted EPS Rs 7.73.
• Exceptional items include standalone gain Rs 521.16 Cr in quarter.
• Consolidated revenue from operations Rs 591.65 Cr; total income Rs 595.38 Cr.
• Consolidated PAT Rs -59.33 Cr; equity holders' share negative.
• Invested Rs 76.01 Cr in Sundaram Holding USA Inc (overseas subsidiary).
• Auditors' review: unmodified opinion on standalone and consolidated results.
• Operations relate to a single segment: automotive components.

Meeting Details

• Board meeting scheduled for 28 July 2026; time and venue not disclosed.

Key Agenda Items

• Unaudited (limited reviewed) Standalone and Consolidated quarterly results for quarter ended 30 June 2026.

Other Notes

• Trading window for Designated Persons closed 1 July to 30 July 2026.

Dematerialisation status

• Details of dematerialized securities for quarter ended 30 June 2026 furnished to depositories and exchanges.

Overview

• Standalone BRR for FY2025-26; main activity aluminium die-cast articles.
• 100% turnover from aluminium alloy cast articles.
• Exports constitute 53% of turnover; serves 8 Indian states and 13 international countries.
• Operations include 3 plants and 2 Indian offices; 1 international location.
• Reporting boundary: standalone basis.

Key ESG Risks & Opportunities

• GHG: risk of not meeting 1.5°C targets; mitigated via energy efficiency and renewables.
• Climate strategy and net-zero commitments outlined; potential positive financial implications.
• Water management: risk of poor water resource management; mitigation via water conservation strategy.
• Waste management: risk of non-compliance; opportunity through recycling and circularity; recycling framework deployed.
• Cybersecurity: risk of intrusion; mitigated by dedicated governance and employee training.
• CSR: opportunity to contribute to local communities via CSR framework.

Governance & Policy Highlights

• Audit Committee and Board oversee BR policies with regular alignment reviews.
• Policies include Code of Conduct, Whistle Blower, Anti-Bribery, and Human Rights policy.
• BR disclosures available at company site: https://www.sundaram-clayton.com/Disclosures.htm.
• Certifications include ISO 14001, ISO 45001, ISO 27001, IATF 16949, IS 617.
• Assurance: Not Applicable; no external BR assurance; no penalties reported.

Social Responsibility & Workforce

• Total employees: 475; male 442, female 33; female representation 6.95%.
• Total workers: 2015; male 1696, female 319; female representation 15.83%.
• Board representation: 2 female directors out of 8 (25%).
• Well-being spend: 1.82% of revenue on well-being measures.
• Retirement benefits (PF, gratuity, ESI) 100% coverage for eligible employees/workers.
• Parental leave: 100% return-to-work and retention rates.
• Grievance mechanisms include Whistle Blower, Code of Conduct, POSH; dedicated channels.
• 100% of permanent workers are in an internal union (INTUC-affiliated).
• Training: BoD/KMP 100% trained; health and safety and skill-upgrade training for employees/workers.

Environmental Performance

• Total energy: 435.30 TJ; renewable share 211.79 TJ; non-renewable 223.51 TJ.
• Energy intensity: 0.0000012375 tCO2e per rupee turnover.
• Water withdrawal: 240,167 kl; groundwater 12,867; third-party 204,982; other 22,318.
• Water discharge: 179,915 kl; rainwater harvesting and ZLD implemented.
• Scope 1: 9,208 tCO2e; Scope 2: 12,924 tCO2e; total 22,132 tCO2e.
• Scope 3: 541,274.7 tCO2e; assessment under progress; due Jul 2026; intensity 12.92.
• Waste: total 954.96 t; aluminium swarf recycled 5,401.48 t; other disposal 7,149.11 t.
• EPR: 89.87 t for brand owner; 0.153 t for importer; zero-liquid discharge across all sites.
• LCAs conducted for Oil Pan Assembly with Hyundai; certified by independent external agency; results not public.
• Certifications: ISO 14001, ISO 45001, ISO 27001, IATF 16949; 100% plants assessed for health and safety.

Stakeholder Engagement & Complaints

• Stakeholders: Communities, Investors, Shareholders, Employees, Customers, Value Chain Partners; channels include email/website/meetings.
• Engagement frequency varies from monthly to annually; feedback informs policy and partnerships.
• Customer complaints: 55 filed in FY2025; shareholder complaints: 3; others not disclosed as pending.
• Grievance mechanisms include whistle blower, CoC; policy link published on website.
• Policy advocacy through industry associations; engagement conducted as required.

Other Notable Metrics

• Sustainable sourcing: 83% of inputs sourced locally; 92.6% from India; 54% from MSMEs.
• Related-party transactions: purchases from related parties 1.99%; sales to related parties 3.36%.
• LCAs: Oil Pan Assembly for Hyundai; cradle-to-gate; conducted by external agency; public results not disclosed.
• Data privacy/cybersecurity: framework/policy in place; no data breaches reported in FY2025.
• CSR: not operating in aspirational districts; 7 industry affiliations; no CSR beneficiaries disclosed.

AGM Details

• AGM date and time: 28 July 2026 at 2:30 PM IST.
• Mode: VC/OAVM; remote voting via NSDL e-Voting platform.

Key Resolutions

• Ordinary: Approve standalone and consolidated financial statements, Board’s Report, and Auditors’ Report.
• Ordinary: Re-appoint R Anandakrishnan as Director (retiring by rotation).
• Ordinary: Re-appoint statutory auditors for a second five-year term.
• Ordinary: Ratify cost auditor remuneration ₹5,00,000 for 2026-27.

Directors

• R Anandakrishnan to be re-appointed as Director (retiring by rotation).

Auditors

• Statutory auditors re-appointed for second five-year term; remuneration to be approved by Board on Audit Committee's recommendation.
• Cost auditor remuneration ₹5,00,000 for 2026-27; to be ratified.

Voting mechanics

• Proxy facility not available; authorized representatives may attend and vote via e-Voting.
• Cut-off date for voting rights: 22 July 2026.
• Remote e-Voting period: 25 July 2026 09:00 IST to 27 July 2026 17:00 IST.

Financial performance

• Standalone revenue from operations: ₹1,788.55 Cr; ₹2,109.14 Cr prior year.
• Standalone net profit: ₹552.23 Cr; EPS ₹250.48.
• Standalone PBT: ₹626.83 Cr; tax ₹74.60 Cr; net profit ₹552.23 Cr.
• EBITDA margin improved to 17.2% from 12.6%.
• Revenue mix: MHCV 74%, PV 25%, 2W 1%.
• Interim dividend: ₹4.50 per share; ₹9.92 Cr payout.
• Exports contributed 53% of turnover.
• Standalone EPS ₹250.48; up from ₹122.23.
• Net cash from operations: ₹256.19 Cr; year-end cash: ₹29.75 Cr.
• Exceptional items: ₹513.49 Cr gain on land transfer; ₹196.69 Cr prior year.

Strategic developments & expansion

• Exited two-wheeler business in Mar 2025; revenue declined 14.7%.
• Excluding 2W, revenue grew 5.7%.
• Thervoy Kandigai die-casting plant began full operations; lean, green, automated facility.
• Padi land sale: ₹558.62 Cr; closed 26-Mar-2026; debt reduction.
• Hosur die-casting divestment: ₹163 Cr; proceeds used to reduce debt.
• Awards include Cummins safety, Kia quality, DAF leader, PACCAR, TN ESG.

Dividend & capital allocation

• No further dividend proposed; payout policy unchanged.
• Land sale proceeds earmarked for debt reduction; enhances liquidity.

Capital structure & liquidity

• Standalone net debt ₹851.69 Cr; equity ₹1,960.51 Cr; net debt/ equity 0.43.
• Consolidated net debt ₹1,277.15 Cr; equity ₹1,295.40 Cr; gearing 0.99.
• Cash & cash equivalents: Standalone ₹29.75 Cr; Consolidated ₹44.13 Cr.
• Interest coverage: 3.92x (standalone); 5.97x (consolidated).
• CRISIL: long-term AA-/Negative; short-term A1+; NCD rating withdrawn.

Governance & risk management

• Board: 8 directors, including 3 Exec, 4 Independent, 1 Non-Exec.
• CEO appointment: R. Venkatesh; effective 1-Apr-2026; CFO Hariharan appointed 1-Sep-2025.
• Resignations: Vivek Joshi (CEO) and Rajesh Narasimhan; post-appointment approvals via postal ballot.
• Statutory auditors reappointed: Raghavan Chaudhuri & Narayanan for 2026-31.
• Independent Directors met separately; NRC oversight; robust risk management framework.

Subsidiaries & associates

• Subsidiaries: Sundaram Holding USA Inc., Sundaram-Clayton USA Ltd, SCL GmbH, SCL Properties Pvt Ltd, Green Hills Land Holding LLC, etc.
• Sundaram USA merged with SHUI on 16-Dec-2025.
• Associate: Sundram Non-Conventional Energy Systems Limited (SNCES), 23.53% stake.

Environmental, social and governance

• Business Responsibility and Sustainability Report published; 9 NGRBC principles addressed.
• Renewable energy: 264.8 lakh units in 2025-26; target 345.2 lakh in 2026-27.
• TK plant to exceed 90% renewable energy usage.
• Zero Liquid Discharge implemented; effluent reused across sites.
• GHG: Scope 1 9,208 tCO2e; Scope 2 12,924 tCO2e; total 22,132 tCO2e.
• Scope 3 emissions: 541,275 tCO2e; assessment in progress (due Jul-2026).

Audits & governance disclosures

• CEO/CFO certification provided; compliance with insider trading regulations.
• Secretarial audit: no qualifications; cost audit: ongoing; statutory audits compliant.

Notes on compliance & disclosures

• RPTs with related parties conducted at arm's length; detailed in accounts.
• Annual financial statements prepared under Ind AS; going concern assumption maintained.
• No material non-compliances reported; disclosures aligned with Listing Regulations.