DIVGI TORQTRANSFER SYSTEMS LIMITED

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Divgi TorqTransfer Systems

Ref.: DTTS/Sec/25-26/13

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

May 30, 2025

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: Annual Secretarial Compliance Report for the year ended March 31, 2025

Ref.: Regulations 24A of the LODR Regulations

Dear Sir / Madam,

In compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Please find enclosed herewith the Annual Secretarial Compliance Report of the Company for the year ended March 31, 2025, issued by KANJ & CO LLP, Practicing Company Secretaries, Pune.

This is for your information and records.

This will also be hosted on the Company’s website, www.divgi-tts.com

Thanking you,

For Divgi TorqTransfer Systems Limited

Hirendra Digitally signed by Hirendra Bhaskar Bhaskar Divgi Date: 2025.05.30 Divgi 18:58:37 +05'30' Hirendra Divgi Whole-Time Director DIN: 01634431

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Enclosure : As above

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ANNUAL SECRETARIAL COMPLIANCE REPORT

Secretarial Compliance Report of Divgi TorqTransfer Systems Limited for the financial year ended 31[st] March 2025

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Divgi TorqTransfer Systems Limited (hereinafter referred as ‘the listed entity’), having its Registered Office at Plot no. 75, General Block MIDC, Bhosari Pune 411026. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and to provide our observations thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that the listed entity has, during the review period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:

We KANJ & Co LLP have examined:

(a) all the documents and records made available to us and explanation provided by Divgi TorqTransfer Systems Limited (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the Stock Exchanges,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been relied upon to make this Report

for the financial year ended 31[st] March 2025 (“Review Period”) in respect of compliance with the provisions of :

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the SEBI;

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The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

(a) Securities and Exchange Board of India (LODR) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable during the reporting period)
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable during the reporting period)
(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable during the reporting period)
(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

and circulars/ guidelines issued thereunder;

And based on the above examination, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

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Sr. No.	Compliance Requirement (Regulatons / circulars/ guidelines including specifc clause)	Regulaton / Circular No.	Acton Taken by	Details of Violaton	Observatons / Remarks of the Practcing Company Secretary (PCS)	Management Response
	Not applicable
	(b) The listed entty has taken the following actons to comply with the observatons made in previous reports:
Sr. No.	Observatons/ Remarks of the Practcing Company Secretary (PCS) in the previous reports	Observatons made in the Secretarial Compliance report for the year ended 31st March 2024	Compliance Requirement (Regulatons/ circulars/ guidelines including specifc clause)	Details of violaton / Deviatons and actons taken /penalty imposed, if any, on the listed entty	Remedial actons, if any, taken by the listed entty	Comments of the PCS on the actons taken by the listed entty
1.	Outcome of the Board Meetng has to be communicated to the stock exchange within 30 minutes from the end of the board meetng. The same was communicated in pdf form with a delayof 4	There was a delay in reportng to NSE of 4 minutes in communicatng the outcome in pdf form and a delay of 22	Disclosure to stock exchange(s) of events under 30 (6) of SEBI (LODR) Regulatons, 2015	There was a delay in reportng to NSE of 4 minutes in communicatng the outcome in pdf form and a delay of 22 minutes in xml form.	The delay in fling the XBRL format of the outcome of meetng was mainly due to connectvity / technical issues for which the Company sought the help of the stock	As intmated to the Company by the stock exchange this delay is not to be considered as a non-compliance.

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	minutes to NSE and in xml form with a delay of 22 minutes.	minutes in xml form.			exchange(s) and the issue was resolved.
2.	Disclosure of Proceedings of Annual General Meetng held on July 31, 2023 was made to be made within 12 hours from the closure if the AGM, however the same was made on 1st August 2023.	There was a delay in reportng the proceedings of the Annual General Meetng to the stock exchanges.	Disclosure to stock exchange(s) of events under 30 (6) read with SEBI & BSE Circular dated 13.07.2023 regarding Disclosure of material events/ informaton by listed enttes under Regulatons 30 and 30A of SEBI (LODR) Regulatons,2015.	There was a delay in reportng the proceedings of the Annual General Meetng to the stock exchanges.	The Company has rectfed the inadvertent delay during the current reportng period and reported the proceedings for the AGM held in FY 2024- 2025 within the prescribed tme.	No query was received from the stock exchanges on the said delay hence no further acton required.
3.	Shareholders were not provided with the informaton as required under Regulaton 36 (3) of SEBI (LODR) Regulatons, 2015.	The profle of the directors retring by rotaton was not provided as required under the SEBI (LODR) Regulatons, 2015.	Regulaton 36 (3) of SEBI (LODR) Regulatons, 2015.	The profle of the directors retring by rotaton was not provided as required under the SEBI (LODR) Regulatons, 2015.	Company has provided profles of directors retring and being reappointed during the the current reportng period.	NA

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We hereby report that, during the review period the compliance status of the listed entity with the following requirements:

Sr. No	Partculars	Compliance Status (Yes/ No/NA)
1.	Secretarial Standards: The compliances of the listed entty are in accordance with the applicable Secretarial Standards (SS) issued by the Insttute of Company Secretaries of India (ICSI).	Yes
2.	Adopton and tmely updaton of the Policies: • All applicable policies under SEBI Regulatons are adopted with the approval of board of directors of the listed enttes. • All the policies are in conformity with SEBI Regulatons and have been reviewed & updated on tme, as per the regulatons/ circulars/guidelines issued by SEBI.	Yes
3.	Maintenance and disclosures on Website: • The listed entty is maintaining a functonal website. • Timely disseminaton of the documents/ informaton under a separate secton on the website. • Web-links provided in annual corporate governance reports under Regulaton 27(2) are accurate and specifc which redirects to the relevant document(s)/secton of the website.	Yes
4.	Disqualifcaton of Director(s): None of the director(s) of the listed entty are disqualifed under Secton 164 of	Yes

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	Companies Act, 2013 as confrmed by the listed entty.
5.	Details related to subsidiaries of listed enttes have been examined w.r.t.: (a) Identfcaton of material subsidiary companies. (b) Disclosure requirement of material as well as other subsidiaries.	NA	The Company does not have any subsidiary as on 31st March 2025.
6.	Preservaton of Documents: The listed entty is preserving and maintaining records as prescribed under SEBI Regulatons and disposal of records as per policy of preservaton of documents and archival policy prescribed under SEBI LODR Regulatons, 2015.	Yes
7.	Performance Evaluaton: The listed entty has conducted performance evaluaton of the board, independent directors and the commitees at the start of every fnancial year/during the fnancial year as prescribed in SEBI Regulatons.	Yes
8.	Related Party Transactons: (a) The listed entty has obtained prior approval of audit commitee for all related party transactons; (b) In case no prior approval obtained, the listed entty shall provide detailed reasons along with confrmaton whether the transactons were subsequently approved/ratfed/rejected by the audit commitee.	Yes NA
9.	Disclosure of events or informaton:	Yes

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	The listed entty has provided all the required disclosure(s) under Regulaton 30 along with Schedule III of SEBI LODR Regulatons, 2015 within the tme limits prescribed thereunder.
10.	Prohibiton of Insider Trading: The listed entty is in compliance with Regulaton 3(5) & 3(6) SEBI (Prohibiton of Insider Trading) Regulatons, 2015.	Yes
11.	Actons taken by SEBI or Stock Exchange(s), if any: No acton(s) has been taken against the listed entty/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operatng Procedures issued by SEBI through various circulars) under SEBI Regulatons and circulars/ guidelines issued thereunder (or) The actons taken against the listed entty/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges are specifed in the last column.	Yes
12.	Resignaton of statutory auditors from the listed entty or its material subsidiaries: In case of resignaton of statutory auditor from the listed entty or any of its material subsidiaries during the fnancial year, the listed entty and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of secton V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulatons by listed enttes.	NA
13.	Additonal Non-compliances, if any: No additonal non-compliances observed for any SEBI regulaton/circular/guidance note etc. except as reported above.	Yes

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We further, report that the listed entity is in compliance/ not in compliance with the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (za) of the LODR Regulations – N.A.

Assumptions & limitation of scope and review:

Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.
This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

FOR KANJ & CO LLP Company Secretaries

Vinayak Digitally signed by Vinayak Sadashiv Sadashiv Khanvalkar Khanvalkar Date: 2025.05.30 15:15:05 +05'30' Vinayak Khanvalkar Partner FCS No.: 2489 CP No.: 1586 UDIN: F002489G000505926 Firm Registration No.: P2000MH005900

Date: 30/05/2025 Place: Pune

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AI assistant

DIVGI TORQTRANSFER SYSTEMS LIMITED Audit Report / Information 2025

62154_rns_2025-05-30_064f4aa7-3103-4920-8189-fc83e436a171.pdf