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DIVGI TORQTRANSFER SYSTEMS LIMITED AGM Information 2025

Aug 22, 2025

62154_rns_2025-08-22_dddaed14-eec6-4b04-989f-9f0d0ebe3bc0.pdf

AGM Information

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Divgi TorqTransfer Systems

Divgi TorqTransfer Systems Limited

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

Ref.: DTTS/Sec/25-26/41

August 22, 2025

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

Sub: Notice of the 60th Annual General Meeting (“AGM”) for FY 2024-25.

Dear Sir / Madam,

The Notice convening the 60[th] (Sixtieth) Annual General Meeting (“Notice”) of the Members of Divgi TorqTransfer Systems Limited scheduled to be held on Tuesday, September 16, 2025, at 02:30 P.M. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) 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

Digitally signed by ANIKET ARUN ANIKET ARUN KOKANE KOKANE Date: 2025.08.22 19:20:07 +05'30'

Aniket Kokane Company Secretary & Compliance Officer A51571

Enclosure: As above

Divgi TorqTransfer Systems

ANNUAL REPORT 2024-25 166

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Notice

Notice is hereby given that the 60[th] (Sixtieth) Annual General Meeting (“AGM”) of the Members of Divgi TorqTransfer Systems Limited (“the Company”) will be held on Tuesday, September 16, 2025, at 2:30 PM (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Accounts

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with Reports of the Board of Directors and Auditors thereon.

appointment 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/2025-26/03

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. Jitendra Bhaskar Divgi (DIN: 00471531), who is liable to retire by rotation at the 60[th] (Sixtieth) 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.”

Ordinary Resolution:

DTTS/AGM/2025-26/01

RESOLVED THAT THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, 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 consider and declare Final Dividend of H 2.60/(Rupees Two and Sixty Paise Only)per equity share of face value H 5 each, of the Company for the Financial Year ended March 31, 2025.

Ordinary Resolution:

DTTS/AGM/2025-26/02

RESOLVED THAT pursuant to the recommendation made by the Board of Directors, a dividend at the rate of H 2.60/- (Rupees Two and Sixty Paise Only) per equity share be and is hereby declared out of profits of financial year 2024-25 to the equity shareholders of the Company whose names appear in the Registrar of Members of the Company as on Monday, September 08, 2025.”

3. Re-appointment of Director retiring by rotation:

To appoint a director in place of Mr. Jitendra Bhaskar Divgi (DIN: 00471531), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-

4. Re-appointment of Director retiring by rotation:

To appoint a director in place of Mr. Hirendra Bhaskar Divgi (DIN: 01634431), 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/2025-26/04

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. Hirendra Bhaskar Divgi (DIN:01634431) who is liable to retire by rotation at the 60[th] (Sixtieth) 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.”

SPECIAL BUSINESS:

5. Appointment of Secretarial Auditor:

To consider and approve the appointment of M/s. KANJ & Co. LLP , a Peer Reviewed Firm of Company Secretaries, as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years commencing from FY2025-26 and to fix remuneration thereon.

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

167

To consider and it thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution:

DTTS/AGM/2025-26/05

RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/CIR/P/2024/185 dated December 31, 2024 and all other applicable provisions (including any amendments or modifications thereof), and pursuant to the recommendation of the Audit Committee and the Board of Directors of the Company, the approval of shareholders be and is hereby accorded for appointment of M/s. KANJ & Co. LLP having Firm Unique Identification No. P2000MH005900, a Peer reviewed Firm of Company Secretaries as the Secretarial Auditors

of the Company for a period of 5 (five) years commencing from FY 2025-26 till FY 2029-30 at a fee of H 3,00,000/- (Rupees Three Lakh Only) for FY 2025-26 (plus taxes as applicable) and remuneration for the subsequent years as may be decided by the Board of Directors in consultation with the Secretarial Auditor of the Company.

By Order of the Board For Divgi TorqTransfer Systems Limited

Aniket Kokane

Company Secretary and Compliance Officer Membership No. 51571 Date: August 07, 2025 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]

Divgi TorqTransfer Systems

ANNUAL REPORT 2024-25 168

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NOTES:

  1. The Ministry of Corporate Affairs (MCA), vide its General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated 5[th] May 2020 read with the subsequent circulars issued from time to time, the latest one being General Circular No. 09/2024 dated 19[th] September 2024 (collectively referred to as ‘MCA Circulars’) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued including any statutory modifications or reenactment thereof for the time being in force as amended from time to time, has permitted the Companies to conduct the Annual General Meeting (‘AGM’) through Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) without the physical presence of Members at a common venue till 30[th] September 2025. In compliance with the provisions of the Companies Act, 2013 (the ‘Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and MCA Circulars, the 60[th] (Sixtieth) AGM of the Company shall be conducted through VC/OAVM. MUFG Intime India Private Limited will be providing facilities in respect of: (a) voting through remote e-voting; (b) participation in the AGM through VC/ OAVM facility; (c) e-voting during the AGM. The procedure for participating in the meeting through VC/OAVM is explained in the subsequent paragraphs.

  2. The Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the business of the Notice is annexed hereto. Requisite declarations have been received from Director(s) for seeking appointment/re-appointment.

  3. Pursuant to Section 113 of the Act, Institutional / Corporate members (i.e., any Body Corporate) may appoint its representative to attend the AGM on their behalf and to vote electronically either during the remote e-voting period or during the AGM. For this necessary Resolution/Authorization should be sent electronically through their registered email address to the Scrutinizer at scrutinizer@divgi-tts. com with a copy marked to companysecretary@ divgi-tts.com

  4. Members attending the AGM through VC/OAVM shall be counted for the purpose of determining the quorum [Section 103 of the Act]. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the

  5. Register of Members of the Company as on the cutoff date will be entitled to vote at the AGM

  6. In Compliance with MCA circulars, the Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis.

  7. The attendance through VC/OAVM is restricted. However, as per the MCA Circulars attendance of Members holding more than 2% of the shares of the Company, Institutional Investors as on the Cutoff Date, Directors, Key Managerial Personnel and Auditors will not be restricted on first come first served basis.

  8. In accordance with the provisions of Article 25 of Articles of Association of the Company,

  9. Mr. Jitendra Bhaskar Divgi (DIN: 00471531) and Mr. Hirendra Bhaskar Divgi (DIN: 01634431) will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to Section 118(10) of the Act and Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI). Additional information in respect of Directors retiring by rotation seeking reappointment at the AGM is given in the Corporate Governance Section of this Annual Report.

  10. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars on holding AGM through VC/ OAVM mode, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxy(ies) by the Members will not be available for this AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice.

  11. Queries on financial statements and/or operations of the Company, if any, may please be sent to the -

Company at email ID: companysecretary@divgi tts.com 7 (Seven) days in advance of the Meeting so that the answers may be made available at

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

169

the AGM. Members who would like to express their views or ask questions during the AGM may raise the same at the meeting or send them (mentioning their name and Folio no. / DP ID and Client ID) at least 3 days prior to the date of the AGM by an e-mail to companysecretary@divgi-tts. com.”

  1. The applicable Statutory Registers of the Company under provisions of the Companies Act, 2013, will be available electronically for inspection by the Members before as well as during the AGM. Members seeking to inspect such documents can send an e-mail to companysecretary@divgi-tts. com

  2. Record date for determining entitlement of Members to final dividend for the financial year of the Company and cut-off date for e-voting will be Monday, September 08, 2025.

  3. As per Regulation 40 of SEBI Listing Regulations, as amended from time to time, securities of listed companies can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities which shall be effected only in dematerialised form w.e.f. January 24, 2022. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or MUFG lntime India Private Limited (Earlier Link Intime India Private Limited), Company’s Registrar and Transfer Agents for assistance in this regard.

  4. Transfer of Unclaimed/Unpaid amounts and shares to the Investor Education and Protection Fund (IEPF):

  5. a. Pursuant to Section 124 and 125 and all other applicable provisions, if any, of the Companies Act, 2013, (‘The Act’) the amount of the dividend remaining unpaid or unclaimed for a period of 7 (Seven) years from the date of transfer to unpaid dividend account of the Company shall be transferred to the Investor Education and Protection Fund (the “Fund”) set up by the Government of India.

  6. b. Further, in accordance with Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, amongst other matters,

all shares in respect of which dividend has remained unclaimed or unpaid for 7 (Seven) consecutive years or more are required to be transferred to the Demat Account of the IEPF Authority. The shareholder is requested to provide DP ID, Client ID, the name of dividend i.e. interim/Final while sending email to the Company and quote name of the Company in Subject line while sending email to RTA for claiming their unpaid dividends, if any.

  • c. Members are requested to note that no claim shall lie against the Company in respect of any amount of dividend remaining unclaimed/unpaid for a period of 7 (Seven) years from the dates they became first due for payment. However, Shareholders may claim from IEPF Authority both unclaimed dividend amount and the shares transferred to IEPF Demat Account as per the applicable provisions of Companies Act, 2013 and rules made thereunder. The Member/ Claimant is required to make an online application to the IEPF Authority in Form IEPF-5 (available on www.iepf.gov.in) along with requisite fees as decided by the IEPF Authority from time to time. The Member/Claimant can file only one consolidated claim in a financial year asper the IEPF Rules.

  • Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination, power of attorney registration, bank mandate details, etc., to their DPs in case the shares are held in electronic form and to the RTA at [email protected] case the shares are held in physical form, quoting your folio no. Further, Members may note that SEBI has mandated the submission of PAN by every participant in securities market.

  • As per the provisions of Section 72 of the Act, the facility for making nominations is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form SH-13. If Member desires to cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form SH-14. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the Registrar & Transfer Agents (RTA) at [email protected]. com in case the shares are held in Physical Form, quoting your Folio No.

Divgi TorqTransfer Systems

ANNUAL REPORT 2024-25 170

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  1. Members may note that as per SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/ 2024/37 dated May 7, 2024, it is mandatory for all holders of physical securities in listed entities to update their KYC and choice of Nomination with the Registrar and Share Transfer Agent (‘RTA’), in case they have not updated the same. As per the SEBI Circular, effective from April 1, 2024. RTA will attend to all service requests of the shareholders with respect to transmission, dividend, etc., only after updating the above details in the records. As per the aforesaid SEBI Circular, members holding securities in physical form may note that any future dividend payable against their shareholding would be withheld if their KYC and choice of Nomination are not updated with the RTA. For the purpose of updation of KYC and choice of Nomination, members are requested to send the necessary forms (ISR-1, ISR-2 and SH-13) along with the necessary attachments mentioned in the said Forms to RTA. Members may please note that listed companies shall issue Letter of confirmation against any request received in respect to Issue of duplicate securities certificate, exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition.

  2. The format of the Register of Members prescribed by the MCA under the Act requires the Company/ Registrars and Share Transfer Agents to record additional details of Members, including their PAN details, e-mail address, bank details for Payment of Dividend etc. Members holding shares in physical form are requested to submit the filled in form to the Company at [email protected] or to the Registrar in physical mode or in electronic mode at [email protected], as per instructions mentioned in the form. Members holding shares in electronic form are requested to submit the details to their respective DP only and not to the Company or MUFG Intime India Private Limited (Earlier Link lntime India Pvt. Limited), Registrar & Transfer Agents of the Company.

  3. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Registrar & Transfer Agents, the details of such folios together with the share certificates for consolidating their holdings in one folio. Letter of Confirmation for consolidated share certificate will be issued to such Members after making requisite changes.

  4. Members who wish to inspect the relevant documents referred above and those in the Notice can send an email to companysecretary@divgi-tts. com up to date of this AGM.

  5. 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 holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

  6. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

  7. In compliance with the MCA Circulars and SEBI Circular No SEBI/HO/CFD/CFD-PoD2/P/ CIR/2023/167dated October 07, 2023, and SEBI Circular No SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 3, 2024, Notice of the AGM along with the Annual Report is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice along with Annual Report has been disclosed on the website of the Company at https://divgi-tts.com/ and also available on the websites of the Stock Exchanges at www.bseindia. comand www.nseindia.com and on the website of MUFG at https://www.in.mpms.mufg.com/

  8. The physical copy of the Annual Report will be sent to the Shareholders based on the specific request received. As per Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), as amended, a letter containing the web-link, including the exact path, where complete details of the Annual Report are available, is being sent to all the Shareholders who have not registered their Email IDs with the Company or Depository Participants or MUFG Intime India Private Limited (Earlier Link Intime India Private Limited), Registrar & Transfer Agent (RTA) of the Company.

  9. Non-Resident Indian Members are requested to inform the Company/Depository Participant, immediately of:

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

171

  • a. Change in their residential status on return to India for permanent settlement.

  • b. Particulars of their bank account maintained in India with complete Bank Name, Branch, Account Type, MICR number, Account Number and Address of the bank with pin code number, if not furnished earlier.

  • SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_ IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/ HO/ OIAE/OIAE_IAD1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal.

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 holding shares in electronic form are, therefore, requested to submit their PAN details to their respective Depository Participants. Members holding shares in physical form are requested to submit their PAN details to the Company or its Registrar& Transfer Agents.

  1. Voting through electronic means:

  2. The complete details of the instructions for e-voting are annexed to this Notice. These details form an integral part of the Notice.

  3. In compliance with provisions of Section 108 of the Companies Act, 2013 and rules framed there under, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS2) issued by the Institute of Company Secretaries of India, the Company is pleased to offer e-voting facility to the Members to exercise their right to vote by electronic means on all Resolutions set forth in the Notice convening the 60 (Sixtieth) Annual General Meeting through MUFG.

  4. The e-voting facility is available at the link https://instavote.linkintime.co.in/ The remote

e-voting facility will be available during the following voting period:

Start Day, Date &
Time
End Day, Date &
Time
September 13, 2025
at 9:00 A.M. (IST)
September 15,
2025 at 5:00 P.M.
(IST)
  1. The remote e-voting module shall be disabled by MUFG for voting thereafter. Once the vote on a Resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast vote again.

The Members can opt for only one mode of remote e-voting i.e. either prior to the AGM or during the AGM. The Members present at the Meeting through VC/OAVM who have not already cast their vote by remote e-voting prior to the Meeting shall be able to exercise their right to cast their vote by remote e-voting during the Meeting. The Members who have cast their vote by remote e-voting prior to the AGM are eligible to attend the Meeting but shall not be entitled to cast their vote again.

  1. The voting rights of Members (for voting through e-voting or voting at the meeting) shall be in proportion to their share(s) in the paid-up equity share capital of the Company as on the cut-off date i.e. Monday, September 08, 2025. 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 i.e. Monday, September 08, 2025, only shall be entitled to avail the facility of e-voting as well as voting at the AGM.

  2. Any person who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holds shares as on the cut-off date i.e., Monday, September 08, 2025, may follow the instructions for e-voting mentioned below. In case such Member has not updated his or her PAN with the Company or the Depository Participant, may obtain the sequence number by sending a request at rnt.helpdesk@ in.mpms.mufg.com

  3. For the benefit of Members present at the Meeting and who have not cast their votes through remote e-voting, the facility for

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ANNUAL REPORT 2024-25 172

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e-voting will be available during the Meeting. The Members who have cast their votes by remote e-voting may attend the Meeting but shall not be entitled to cast their vote again at the AGM.

  1. The Board of Directors of the Company has appointed Ms. Rucha Kale having membership no. ACS: 55485 of M/s KANJ & Co. LLP, Practicing Company Secretaries Pune to act as Scrutinizer for conducting the e-voting process in a fair and transparent manner.

  2. The Scrutinizer immediately after the conclusion of the AGM, will unblock the votes cast through remote e-voting and e-voting at the AGM and shall make a consolidated scrutinizer’s report of the total votes cast in

Favour or Against, Invalid Votes, if any, and whether the resolutions have been carried or not, and such report shall then be sent to the Chairperson or a person authorized by him, within 48 (FortyEight) hours from the conclusion of the AGM, who shall then countersign and declare the result of the voting forthwith.

  1. The results declared along with the Scrutinizer’s Report will be placed on the Company’s website: https://divgi-tts.com/ and on the website of MUFG https://www. in.mpms.mufg.com/ immediately after their declaration and the same shall be simultaneously communicated to BSE Limited and National Stock Exchange of India Limited.

BUSINESS OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

173

Remote E-voting Instructions

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.

  • b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.

  • c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.

  • d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.

  • c) Enter the last 4 digits of your bank account / generate ‘OTP’

  • d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

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METHOD 2 - NSDL e-voting website

  • b) Visit URL: https://www.evoting.nsdl.com

  • c) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • d) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • e) Post successful authentication, you will be redirected to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • f) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 3 - NSDL OTP based login

  • a) Visit URL: https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp

  • b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.

  • c) Enter the OTP received on your registered email ID/ mobile number and click on login.

  • d) Post successful authentication, you will be redirected to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

  • Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/ Home/Login or www.cdslindia.com & click on New System Myeasi Tab.

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ANNUAL REPORT 2024-25 174

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  • b) Enter existing username, Password & click on “Login”.

  • c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

  • a) To register, visit URL: https://web.cdslindia. com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/ Registration/EasiestRegistration

  • b) Proceed with updating the required fields for registration.

  • c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).

METHOD 2 - CDSL e-voting page

  • a) Visit URL: https://www.cdslindia.com

  • b) Go to e-voting tab.

  • c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) Post successful authentication, user will be able to see e-voting option. The evoting option will

have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / NonIndividual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

  • a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.

  • b) Enter details as under:

  • User ID: Enter User ID

  • Password: Enter existing Password

  • Enter Image Verification (CAPTCHA) Code

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  1. Click “Submit”.

  2. (Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

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Shareholders not registered for INSTAVOTE facility:

  • a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:

  • User ID: Enter User ID

  • 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.

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  1. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)

  2. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

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

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

  5. Set the password of your choice.

  6. (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).

  7. Enter Image Verification (CAPTCHA) Code.

  8. Click “Submit” (You have now registered on InstaVote).

  9. Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

  • A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon. E-voting page will appear.

  • C. 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).

  • D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • E. 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.

  • NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

  • Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • A. Visit URL: https://instavote.linkintime.co.in

  • B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • C. Fill up your entity details and submit the form.

  • D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

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STEP 2 – Investor Mapping

  • A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • B. Click on “Investor Mapping” tab under the Menu Section

  • C. Map the Investor with the following details:

  • 1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

  • 2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • 3) ‘Investor PAN’ - Enter your 10-digit PAN.

  • 4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.”.

  • e) 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’.

  • f) 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.

  • (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will see “Notification for e-voting”.

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

  • c) Enter the “Event No.” for which you want to cast vote.

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Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected]. mufg.com or contact on: - Tel: 022 – 4918 6000.

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.

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

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote. linkintime.co.in

  • Click on “ Login ” under ‘SHARE HOLDER’ tab.

  • Click “ forgot password?

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “ forgot password ?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

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

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

  • 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”.

InstaMeet VC Instructions:

  • Click on “SUBMIT”.

In case shareholders have a 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 information about the particulars of the Security Question and Answer, PAN, DOB/DOI

In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs on or before 30 September 2025 by means of Video Conference (VC) or other audio-visual means (OAVM).

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Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.

Login method for shareholders to attend the General Meeting through InstaMeet:

  • b) Visit URL: https://instameet.in.mpms.mufg.com & click on “ Login ”.

  • c) Select the “Company Name” and register with your following details:

  • d) Select Check Box - Demat Account No. / Folio No. / PAN

  • Shareholders holding shares in NSDL/ CDSL demat account shall select check box - Demat Account No. and enter the 16-digit demat account number.

  • Shareholders holding shares in physical form shall select check box – Folio No. and enter the Folio Number registered with the company.

  • Shareholders shall select check box – PAN and enter 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 by MUFG Intime, if applicable.

  • Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.

  • Email ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.

  • e) Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

  • a) Shareholders who would like to speak during the meeting must register their request with the company.

  • b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.

  • c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

  • d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.

*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

  • a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

  • b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET

  • c) Click on 'Submit'.

  • d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

  • e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.

  • f) After selecting the appropriate option i.e. Favour/ Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

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Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/

Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

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Expalanatory Statement in Respect of the Special Business Pursuant to Section 102 of the Companies Act, 2013 And Secretarial Standard – 2 on General Meeting issued by the Institute of Company Secretatries of India in Respect of items of Special Business Set Out in the Notice Convening the Sixtieth (60[th] AGM) of the Company.

Item No. 5: Appointment of Secretarial Auditor

Pursuant to notification of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024, and SEBI circular- SEBI/HO/CFD-PoD-2/ CIR/2024/188 dated December 31, 2024, as per regulation 24A Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and shall annex a Secretarial Audit Report in such form as specified, with the annual report of the listed entity. Further on the recommendation of the Board of directors, a listed entity shall appoint or re-appoint:(i) An individual as Secretarial Auditor for not more than one term of five consecutive years; or(ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, With the approval of its shareholders in its Annual General Meeting Based on the recommendation of the Audit Committee, the Board of Directors of the Company, at its meeting held on August 07, 2025, has proposed the appointment of M/s Kanj & Co. LLP, Company Secretaries , a Peer Reviewed Firm of Company Secretaries, as the Secretarial Auditor of the Company for a period of five consecutive financial years commencing from FY2025-26 to FY2029-30 at a fee of H 3,00,000/-(Rupees Three Lakh Only) for FY 2025-26 (plus taxes as applicable) and remuneration for the subsequent years as may be decided by the Audit Committee/Board of Directors in consultation with the Secretarial Auditors of the company M/s Kanj & Co. LLP has consented to the aforesaid appointment and confirmed that their appointment, if made, will be in accordance with the provision of the Section 204 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details as required under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:-

The fee proposed to be paid to M/s Kanj & Co. LLP (Name of firm) towards secretarial audit for financial year 2025-26 shall be H 3,00,000/- (Rupees Three Lakh Only) plus taxes as applicable) and remuneration for the subsequent years as may be decided by the Audit Committee/ Board of Directors in consultation with the Secretarial Auditor of the Company.-

There is no material change in the proposed fee for the auditor.-

The Audit Committee and the Board of Directors, while recommending the appointment of M/s Kanj & Co. LLP, Pune as the Secretarial Auditor of the Company, have taken into consideration, among other things, the necessary expertise, experience and eligibility criteria prescribed under the Act. M/s Kanj & Co. LLP, Pune (“the Firm”) is incorporated in India and registered with the Institute of Company Secretaries of India (“ICSI”) Holding No. 6309/2024(Certificate No.).

The firm was established in March 20, 2018 with its registered office in 3-4, ‘Aishwarya Sankul’, S. No. 17, Opp. Joshi Railway Museum, Kothrud Pune -411 038. The Firm has a valid Peer Review certificate. None of the Directors, Key Managerial Personnel (KMPs), or any of their relatives are, in any way concerned or interested, whether financially or otherwise, in this resolution. The Board of Directors recommends the resolution for approval of the shareholders of the Company, as set out at Item No. 5 of the Notice.

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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]

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Name Mr. Jitendra Divgi Mr. Hirendra Divgi
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Name
Mr. Jitendra Divgi
Mr. Hirendra Divgi
Designation ManagingDirector Whole-Time Director
Director’s Identifcation
Number(DIN)
00471531 01634431
Age 63 61
Qualifcation Mr. Jitendra Divgi holds a
bachelors’ degree in Mechanical
Engineer (Honours) from BITS
Pilani (1985) and Master’s in
Manufacturing from the University
of Massachusetts,USA(1986).
Mr. Hirendra Divgi holds a
Bachelor’s degree in Mechanical
Engineering from the University of
Bangalore.
Experience He has worked at Digital
Equipment Corporation,
Massachusetts. He has also served
on the Board of Directors of
BorgWarner, China in 2000.
He has served in various
capacities since 1988, which
included new product
development manager and
has also worked in the role of
controller operations at Company.
Terms & Conditions of
appointment / re-appointment
Managing Director for a period of
5 years with efect from June 10,
2022,liable to retire byrotation.
Whole-Time Director for a period
of 5 years with efect from June 10,
2022,liable to retire byrotation.
Remuneration Details Basic Salaryand other allowance Basic Salaryand other allowance
Date of frst Appointment on the
Board of the Company
December 01, 1994 January 01, 1998
Shareholding in the Company 730680 732480
Relation with other Directors,
Manager or KMP
y
He is the elder brother of
Hirendra Divgi . He is the frst
cousin of Sanjay Divgi and
Bharat Divgi
y
He is the younger brother of
Jitendra Divgi. He is the frst
cousin of Sanjay Divgi and
Bharat Divgi.
No. of Meetings of Board attended
during theyear
5 5
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
Nandu
Chemicals
Private
Limited
y
Divgi Transmission Systems and
Technologies Private Limited
y
Divgi Holdings 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
Jitendra Divgi is the elder
brother of Hirendra Divgi.
y
Jitendra Divgi is frst cousin of
SanjayDivgi and Bharat Divgi
y
Hirendra Divgi is the younger
brother of Jitendra Divgi.
y
Hirendra Divgi is frst cousin of
SanjayDivgi and Bharat Divgi.