DIVGI TORQTRANSFER SYSTEMS LIMITED

==> picture [88 x 50] intentionally omitted <==

Divgi TorqTransfer Systems

CIN: L32201MH1964PLC013085 75 , General Block, MIDC, Bhosari, Pune 411 026, India Tel: (+91-20) 63110100 Web: www.divgi-tts.com

Ref.: DTTS/Sec/24-25/30

July 06, 2024

To, To, BSE Limited, National Stock Exchange of India Limited , Phiroze Jeejeebhoy Towers, "Exchange Plaza" 5th Floor, Dalal Street, Mumbai - 400001 Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 BSE Scrip Code – 543812 NSE Scrip Code - DIVGIITTS

Sub: Notice of the 59th Annual General Meeting (“AGM”) for FY 2023-24.

Dear Sir / Madam,

The Notice convening the 59th Annual General Meeting (“Notice”) of the members of Divgi TorqTransfer Systems Limited scheduled to be held on Monday, July 29, 2024, at 03:00 P.M. at Auto Cluster Exhibition Center, H-Block, Chinchwad East, 181, Old Mumbai – Pune Hwy, MIDC, Chinchwad, Pimpri-Chinchwad, Maharashtra 411019 is enclosed.

The Company will provide an electronic facility to its Members to cast vote(s) on all resolutions set out in the Notice. The detailed process for casting vote(s) electronically is enclosed in the Notice.

The Notice has also been uploaded on the website of the Company https://divgi tts.com/

Thanking you,

For Divgi TorqTransfer Systems Limited

SANIKA Digitally signed by SANIKA SURENDRA SURENDRA NIRGUDE Date: 2024.07.06 11:57:47 NIRGUDE +05'30' Sanika Nirgude Company Secretary & Compliance Officer A71466

Enclosure: As above

ANNUAL REPORT 2023-24 174

==> picture [130 x 19] intentionally omitted <==

Notice

Notice is hereby given that the 59[th] Annual General Meeting (“AGM”) of the Members of Divgi TorqTransfer Systems Limited (“the Company”) will be held on Monday, July 29, 2024 at 03:00 PM (IST) at the Auditorium of Auto Cluster Development and Research Institute, H Block, Plot C-181, Near D’Mart, Chinchwad Pune- 411019 to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Accounts

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2024, together with Reports of the Board of Directors and Auditors thereon.

Ordinary Resolution:

DTTS/AGM/2024-25/01

“ RESOLVED THAT the Audited financial statements of the Company for the financial year ended March 31, 2024, and the Reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.”

2. Declaration of Final Dividend

To declare Final Dividend of H2.60 (Rupees Two and Sixty Paise only) per equity share of face value H5 each, of the Company for the Financial Year ended March 31, 2024.

Ordinary Resolution:

DTTS/AGM/2024-25/02

“ RESOLVED THAT pursuant to the recommendation made by the board of directors, a dividend at the rate of INR 2.60/- per equity share be and is hereby declared out of profits of financial year 2023-24 to the equity shareholders of the Company whose names appear in the Registrar of Members of the Company as on Monday, July 22, 2024

3. Re-appointment of Director retiring by rotation:

To appoint a director in place of Mr. Sanjay Bhalchandra Divgi (DIN: 00471465), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment and being eligible, offers himself for re-appointment and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

DTTS/AGM/2024-25/03

“ RESOLVED THAT pursuant to the provisions of section 152 of the Companies Act, 2013 and rules made thereunder (including any statutory modification and re-enactment thereof) and other applicable provisions, if any of the Companies Act, 2013, Mr. Sanjay Bhalchandra Divgi (DIN: 00471465), who is liable to retire by rotation at the 59[th] Annual General Meeting and being eligible has offered himself for appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

4. Re-appointment of Director retiring by rotation:

To appoint a director in place of Mr. Bharat Bhalchandra Divgi (DIN: 00471587), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

DTTS/AGM/2024-25/04

“ RESOLVED THAT pursuant to the provisions of section 152 of the Companies Act, 2013 and rules made thereunder (including any statutory modification and re-enactment thereof) and other applicable provisions, if any of the Companies Act, 2013, Mr. Bharat Bhalchandra Divgi (DIN: 00471587) who is liable to retire by rotation at the 59[th] Annual General Meeting and being eligible has offered himself for appointment, be and is hereby reappointed as a Director of the Company, liable to retire by rotation.”

By Order of the Board

For DIVGI TORQTRANSFER SYSTEMS LIMITED

Sanika Nirgude

Company Secretary & Compliance Officer A71466

Date: June 25, 2024

Place: Pune

Registered Office: 75, General Block, MIDC, Bhosari, Pune, Maharashtra, India 411026

CIN: L32201MH1964PLC013085 Website: www.divgi-tts.com E-mail ID: [email protected]

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

175

NOTES:

1) Details of the Directors along with their brief profile, as required under Regulation 36(3) of SEBI Listing Regulations and Clause 1.2.5 of Secretarial Standard on General Meetings (SS- issued by the Institute of Company Secretaries of India (“ICSI”), in respect of the persons seeking appointment / reappointment as Directors at this AGM, is annexed hereto and forms part of this Notice.
2) Pursuant to the provisions of Section 91 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Register of Members and Share Transfer Books of the Company will remain closed from Monday, July 22, 2024 to Monday, July 29, 2024 (both days inclusive) .
3) Member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of himself / herself and a proxy need not be a member of the company. Proxies in order to be effective must be duly filled, stamped, signed and should be deposited at the company’s registered office not later than forty– eight hours before the commencement of the meeting. Proxies submitted on behalf of limited companies, societies, partnership firms, etc., Must be supported by appropriate resolution / authority as applicable, issued on behalf of the appointing organisation. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the company carrying voting rights, then such proxy shall not act as a proxy for any other person or member. The proxy-holder shall prove his identity at the time of attending the meeting. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

Members / Proxies / Representatives are requested to bring the attendance slip, annexed herewith, for attending the meeting, duly completed and signed mentioning therein details of their DP ID and Client ID / Folio No.

For the convenience of Members, a route map of the venue of the AGM is enclosed in this Annual Report.

4) The Company’s Registrar and Transfer Agent for its Share Registry work (physical and electronic) is Link Intime India Private Limited. (Block No. 202, Akshay Complex, 2[nd] floor, near Ganesh Temple, Off Dhole Patil Road, Pune - 411 001).
5) Dispatch Of Annual Report Through Electronic Mode:
In continuation with the General Circulars No. 20/2020, 02/2022, 10/2022 and 11/2022 dated May 5, 2020, May 5, 2022 and dated December 28, 2022 respectively, issued by the Ministry of Corporate Affairs (“MCA”) (collectively referred to as “MCA Circulars”) and SEBI Circular Nos. SEBI/ HO/CFD/CMD2/CIR/P/2022/62, SEBI/HO/DDHS/P/ CIR/2022/0063 and SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated May 13, 2022 and January 5, 2023 respectively, issued by the Securities and Exchange Board of India (“SEBI”) (collectively referred to as “SEBI Circulars”), the financial statements (including Boards’ Report, Auditors’ Report or other documents required to be attached therewith) for the Financial Year ended March 31, 2024 pursuant to Section 136 of the Act and the Notice calling the AGM pursuant to Section 101 of the Act read with the Rules framed thereunder, are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or the Registrar and Share Transfer Agent (“RTA”) or the Depository Participant(s). This Notice and Annual Report have been uploaded on the website of the Company at www.divgi-tts. com and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e. BSE Limited (www.bseindia.com), National Stock Exchange of India Limited (www.nseindia.com ) and on the website of RTA at www.linkintime. co.in . The physical copies of such statements and the Notice of AGM will be dispatched only to those shareholders who request for the same. Members who are desirous to have a physical copy of the Annual Report should send a request to the Company’s e-mail companysecretary@divgi-tts. com clearly mentioning their Folio number / DP and Client ID. Members are requested to register / update their e-mail addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants by following due procedure.
6) For members who have not registered their email IDs so far, are requested to register their email IDs for receiving all the communications including Annual Report, Notices from the Company electronically. Members are requested to respond to their messages and register their e-mail id and support the green initiative efforts of the Company.
7) Further, those members who have not registered their e-mail addresses and mobile nos. and in consequence could not be served the Annual Report and Notice of e-AGM, may temporarily get themselves registered with NSDL/Link Intime Pvt

ANNUAL REPORT 2023-24 176

==> picture [130 x 19] intentionally omitted <==

Ltd by clicking the link: https://linkintime.co.in/ emailreg/email_register.html for obtaining the same.

8) Institutional / Corporate Members (i.e. other than individuals / HUF, NRI, etc.) are requested to send a scanned copy (PDF / JPG Format) of its board or governing body resolution / authorisation etc. authorizing its representatives to attend this AGM on its behalf and to vote through remote e-Voting. The said resolution / authorisation shall be sent by email, from their registered email address to the Scrutinizer by e-mail at [email protected] with a copy marked to [email protected].
9) At the 57[th] AGM held on July 20, 2022, Members have approved the appointment of M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W), as Statutory Auditors of the Company, on the remuneration to be determined by the Board of Directors, to hold the office for a period of 5 (Five) consecutive years from the conclusion of 57[th] AGM till the conclusion of the 62[nd] AGM. Since, the requirement of ratification of appointment of Statutory Auditors by Members at every AGM has been done away by the Companies (Amendment) Act, 2017, with effect from May 7, 2018, no resolution is being proposed for ratification of appointment of Statutory Auditors at this AGM.
10) If the dividend, as recommended by the Board, is approved at the AGM, payment of such dividend, subject to deduction of tax at source will be made within 30 days from the date of declaration to all beneficial owners in respect of equity shares held in dematerialized form as per the data as may be made available by National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), as at the end of the day on Friday, July 19, 2024.
11) Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (“TDS”) from the dividend paid to Members at the prescribed rates in the Income Tax Act, 1961 (“IT Act”). In general, to enable compliance with TDS requirements, Members are requested to complete and / or update their residential status, permanent account number (“PAN”), category as per IT Act, etc. with their Depository Participants (“DPs”)
A resident individual Member with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source, by e-mail to [email protected] or rnt. [email protected] by 11.59 p.m. IST on

Monday, July 22, 2024. Members are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident Members can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents, i.e. no permanent establishment and beneficial ownership declaration, tax residency certificate, form 10F, any other document which may be required to avail the tax treaty benefits by sending an e-mail to [email protected] or [email protected] , by 11.59 p.m. IST on Monday, July 22, 2024.

12) Members can avail the facility of nomination in respect of securities held by them in physical form by filing form SH-13, as prescribed under Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 with the Company/RTA. Members holding shares in electronic mode may contact their respective Depository Participant (DP) for availing this facility. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website https://divgi-tts.com/ kyc-forms/
13) Members are requested to –
i. intimate to their Depository Participant (DP), changes if any, in their names, registered addresses, email address, telephone / mobile numbers, and / or changes in their bank account details, if the shares are held in dematerialized form.
ii. Non-Resident Indian members are requested to inform Company’s RTA / respective DPs, immediately of:
- Change in their residential status on return to India for permanent settlement.
- Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
iii. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holding should be obtained from the concerned DP and holdings should be verified from time to time.

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

177

14) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members are requested to submit their PAN details to their respective DP if not done earlier.
15) Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at https://divgi-tts.com/kyc-forms/ and on the website of the Company’s Registrar and Transfer Agents, Link Intime India Private Limited at https://web.linkintime.co.in/KYC-downloads. html It may be noted that any service request can be processed only after the folio is KYC Compliant.
16) SEBI vide its notification dated January 24, 2022, has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form.
17) Members desiring inspection of statutory registers during the AGM may send their request in writing in advance to the Company at companysecretary@ divgi-tts.com.
18) Members who wish to inspect the relevant documents referred to in the Notice can send an email to [email protected] upto the date of the AGM.
19) Members seeking any information with regard to the accounts, any matter to be placed at the AGM, the registers or the relevant documents, referred to in this notice and in the explanatory statement setting out the material facts, if any, are requested to write from their registered email address to the Company at [email protected] by mentioning their DP ID & client ID / folio number and mobile number. The same will be replied by the Company suitably.
20) Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/ folio number, email id, mobile number at
[email protected] . The same will be replied by the company suitably.
21) Members who would like to express their view/ ask question during the 59[th] AGM with regard to the financial statements or any other matter to be place at the 59[th] AGM, need to pre-register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ folio number and mobile number, to reach the Company’s email address at [email protected] at least 48 hours in advance before the start of the meeting i.e. by July 26[th] , 2024, 10:00 A.M. (IST). Those members who have pre-registered themselves as a speaker will be allowed to express their view/ ask questions during the 59[th] AGM, depending upon the availability of time.
22) When a pre-registered speaker is invited to speak at the meeting, but he/she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good Internet speed.
23) The Company reserves the right to restrict the number of questions and number of speakers, as appropriate to ensure the smooth conduct of the 59[th] AGM.
24) Registration of email ID and Bank Account details: In case the shareholder’s email ID is already registered with the Company / its Registrar & Share Transfer Agent “RTA”/ Depositories, log in details for e-voting are being sent on the registered email address.
In case the shareholder has not registered his / her / their email address with the Company / Depositories and or not updated the Bank Account mandate, the shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the demat account as per the process followed and advised by the DP.
25) Members of the Company holding shares as on the cut-off date of Monday, July 22, 2024 may cast their vote by remote e-Voting. The remote e-Voting period commences on Friday, July 26, 2024 at 9.00 a.m. (IST) and ends on Sunday, July 28, 2024 at 5.00 p.m(IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through remote e-Voting before / during the AGM) shall be in proportion

ANNUAL REPORT 2023-24 178

==> picture [130 x 19] intentionally omitted <==

to their share of the paid-up equity share capital of the Company as on the cut-off date of Monday, July 22, 2024.

26) Any person who acquires shares of the Company and becomes a Member of the Company after dispatch of the Annual Report (including AGM Notice) and holds shares as on the cut-off date i.e. Monday, July 22, 2024 is requested to approach to RTA at [email protected] or to Company at [email protected]
27) In case of joint holders, the Members whose name appear first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
28) The Company has designated an exclusive e-mail id [email protected] for redressal of investor complaints / grievances. In case you have any queries / complaints or grievances, then please write from the registered e-mail address to us at this email id.
29) E-voting:

The instructions for members for remote e-voting are as under

a. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations (as amended), the Company is pleased to provide to Members the facility to exercise their right to vote on resolutions proposed to be considered at the AGM, by electronic means and the business may be transacted through e-Voting Services. For this purpose, the Company has entered into an agreement with Link Intime India Pvt Ltd (RTA) for facilitating voting through electronic means, as the authorized agency. The facility of casting the votes by Members using an electronic voting system from a place other than the venue of the AGM (“remote e-voting”).
b. Members who have cast their vote by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again.
c. The remote e-voting period commences on Friday, July 26, 2024 at 9.00 a.m. (IST) and ends on Sunday, July 28, 2024 at 5.00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Monday, July 22, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, July 22, 2024.
d. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Those Members, who will be present in the AGM and have not cast their vote on the resolutions by remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

1. Individual shareholders holding securities in demat mode with NSDL

Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl. com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login”” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

179

2. Individual shareholders holding securities in demat mode with CDSL

Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on the company name or e-Voting service provider name i.e. LinkIntime and you will be redirected to

e-Voting service provider website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

Open the internet browser and launch the URL: https://instavote.linkintime.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

*Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

*Shareholders holding shares in NSDL form, shall provide ‘D’ above

y Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
y Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

ANNUAL REPORT 2023-24 180

==> picture [130 x 19] intentionally omitted <==

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime. co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution / authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. com or contact at toll free no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/ her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

The instructions for members for e-voting on the day of the agm are as under

The Members who have not cast their vote through remote e-voting can exercise their voting rights at the AGM. The Company will make necessary arrangements in this regard at the AGM Venue. The facility for voting through electronic voting system shall be made available at the Meeting. Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM. A Member can opt for only single mode of voting i.e. through remote e-voting or voting at the AGM.

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

181

30) A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.
31) CS Mrunmayee Sathaye (ACS: 51169 CP: 19264), Partner, KANJ & Co. LLP, Company Secretaries, Pune has been appointed as the Scrutinizer to scrutinize the remote e-voting process as well as the e-voting process at the AGM in a fair and transparent manner.
32) The Chairperson of AGM shall, at AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of the scrutinizer, for all those Members who attend / participate in AGM but have not cast their votes by availing the remote e-voting facility.
33) The Scrutinizer shall, after the conclusion of voting at the AGM, unblock and count the votes cast during the AGM and votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall submit a consolidated Scrutinizer’s Report not later than 2 working days from the conclusion of the AGM of the total votes cast in favour or against, if any, to the Chairperson of AGM or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
34) The results declared along with the Report of the Scrutinizer shall be placed on the website of the Company (www.divgi-tts.com) and on the website of RTA https://instavote.linkintime. co.in immediately after the result is declared by Chairman or a person authorised by him in writing and the same shall be communicated to the Stock Exchanges where shares of the Company are listed. The results shall also be displayed on the noticeboard of the Company at its registered office. Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the date of the Meeting, i.e., Monday July 29, 2024.

For DIVGI TORQTRANSFER SYSTEMS LIMITED

Sanika Nirgude

Company Secretary & Compliance Officer A71466

Date: June 25, 2024 Place: Pune

Registered Office:

75, General Block, MIDC, Bhosari, Pune, Maharashtra, India 411026

CIN: L32201MH1964PLC013085 Website: www.divgi-tts.com E-mail ID: [email protected]

ANNUAL REPORT 2023-24 182

==> picture [130 x 19] intentionally omitted <==

Annexure to Notice to Annual General Meeting – 1

Details of Directors Seeking Appointment / Re-Appointment at the Annual General Meeting

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015 and the Secretarial Standard – 2 on General Meetings]

Name	Mr. Sanjay Divgi	Mr. Bharat Divgi
Director’s Identifcation Number(DIN)	00471465	00471587
Age	62	65
Qualifcation	Mr. Sanjay Divgi holds a Bachelors in Engineering.	Mr. Bharat Divgi holds a Hons. Degree in Commerce from Indian Institute of Management & Commerce,Hyderabad.
Experience	He served in various capacities since 1986, which included new product development and managing manufacturing operations.	He has more than 20 years of experience with our Company.
Terms & Conditions of appointment / re-appointment	Non-Executive Non-Independent Director for a period of 5 years with efect from June 10, 2022, liable to retire byrotation.	Non-Executive Non-Independent Director for a period of 5 years with efect from June 10, 2022, liable to retire byrotation.
Remuneration Details	Sitting Fees as per Companies Act, 2013.	Sitting Fees as per Companies Act, 2013.
Date of frst Appointment on the Board of the Company	October 01, 2002	October 01, 1998
Shareholding in the Company	121380	148290
Relation with other Directors, Manager or KMP	y He is the younger brother of Bharat Divgi. y He is the frst cousin of Jitendra Divgi and Hirendra Divgi.	y He is the elder brother of Sanjay Divgi. y He is the frst cousin of Jitendra Divgi and Hirendra Divgi.
No. of Meetings of Board attended during theyear	5	4
Brief profle, skills, expertise and capabilities required for the role and the manner in which meets such requirements	Strategy planning and business operations, Technology, Governance and risk management.	Strategy planning and business operation, Finance, Governance and risk management.
Other Directorship, Membership/ Chairmanship of committee of other Boards.	Other Directorship: y Tejal Transmission Private Limited	Other Directorship: y Divgi Transmission Systems and Technologies Private Limited y Tejal Transmission Private Limited y Divgi Holdings Private Limited
Listed entities from which the person has resigned in the past threeyears	-	-
Disclosure of relationships between the director’s inter-se	y Sanjay Divgi is younger brother of Bharat Divgi y Sanjay Divgi is frst cousin of Jitendra Divgi and Hirendra Divgi	y Bharat Divgi is elder brother of Sanjay Divgi y Bharat Divgi is frst cousin of Jitendra Divgi and Hirendra Divgi

AI assistant

DIVGI TORQTRANSFER SYSTEMS LIMITED AGM Information 2024

62154_rns_2024-07-06_73d00d12-de29-4fb9-8d84-69567f6414d4.pdf