DIVGI TORQTRANSFER SYSTEMS LIMITED — Capital/Financing Update 2026

May 25, 2026

Divgi-TTS the Spirit of Innovation

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/25-26/10

May 25, 2026

| 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 |
| --- | --- |

RE: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI Listing Regulations')

Sub: Intimation of proposed incorporation of Wholly-Owned Subsidiary and proposed investment in Wholly-Owned Subsidiary

Dear Sir / Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing Regulations"), we would like to inform that a the Board of Directors of the Company in their meeting held today i.e. May 25, 2026, has inter-alia approved the incorporation of a wholly-owned subsidiary, directly or indirectly, in United States of America ("Foreign WOS"). The particulars of the disclosure required under Regulation 30 and Part A of Schedule III of the Listing Regulations are provided in Annexure A, enclosed herewith.

With reference to above mentioned matter and pursuant to Regulation 30 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, we would like to inform that the Committee of the Board of Directors of the Company has approved to invest in the Foreign WOS up to an aggregate amount not exceeding Rs 3.00 crores by way of subscribing equity shares and/or any other class of shares of Foreign WOS. The funds so invested shall be utilized by WOS to strengthen its long-term capital base and also towards working capital expenditure

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Divgi-TTS the Spirit of Innovation

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

Kindly take the same on your record and acknowledge.

Thanking you,

For Divgi TorqTransfer Systems Limited

ANIKET ARUN
KOKANE
Digitally signed by
ANIKET ARUN KOKANE
Date: 2026.05.25
19:25:14 +05'30'

Aniket Kokane
Company Secretary and Compliance Officer
A51571

Enclosure: As above

ANNEXURE A

Disclosure under Para (A) of Part (A) of Schedule III to the Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Sr. No.	Particulars	Information
1	Name of the entity, date & country of incorporation, etc	The Board of Directors of the Company at its meeting held today has approved incorporation of a Wholly Owned Subsidiary in United States of America
Name: As would be approved by authorities in United States of America
Date of Incorporation: Not Applicable*
Country of Incorporation: United States of America
* Proposed to be incorporated
2	Name of holding company of the incorporated company and relation with the listed entity	The Divgi TorqTransfer Systems Limited (directly or indirectly) will be the holding company of the proposed Foreign WOS
3	Whether the proposed incorporation would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity proposed to be incorporated? If yes, nature of interest and details thereof and whether the same is done at "arm's length"	The proposed entity would be Wholly-owned Subsidiary (WoS) of the Company and hence once incorporated, the WoS will be a related party of the Company.
Save and except what is mentioned above, the Promoters / Promoter Group / Group Companies are not interested in the transaction.

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Divgi-TTS the Spirit of Innovation

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

4	Industry to which the entity being incorporated belongs	Automotive Industry
5	Brief background about the entity incorporated in terms of products-line of business	The Foreign WOS shall carry out the business of Advance Business Development, Sales, marketing, promotion and distribution.
6	Brief details of any governmental or regulatory approvals required for the incorporation	Incorporation of the Foreign WOS will be under the applicable provisions of the Foreign Exchange Management Act & Regulations made thereunder, Reserve Bank of India Regulations/Guidelines, other such authorities in or outside India and subject to the necessary regulatory approvals/licences as may be required from the appropriate Authority(ies) in United States of America.
7	Nature of consideration - whether cash consideration or share swap and details of the same	Not Applicable. Refer details in point no. 8.
8	Cost of subscription / price at which the shares are subscribed	Proposed Initial Investment: Not exceeding Rs. 3.00 crores, in one or more tranches, to meet set-up, initial operating, procurement and other costs.
The Company would be subscribing to Equity shares and / or any other class of shares of Foreign WOS, as per applicable regulatory provisions
9	Percentage of shareholding / control by the listed entity and / or number of shares allotted.	100% subscription to the share capital