Meeting Details

The 41st Annual General Meeting will be held on Wednesday, August 12, 2026 at 2:30 PM IST through Video Conferencing/Other Audio-Visual Means.

Ordinary Business

1. Adoption of Financial Statements

To receive, consider and adopt the Audited Financial Statements (including consolidated financial statements) for the year ended March 31, 2026, together with Reports of Board of Directors and Auditors.

2. Dividend Declaration

To declare final dividend of ₹200 (Rupees Two Hundred) per equity share of ₹10 each (2000%) for Financial Year ended March 31, 2026.

3. Director Reappointment

To appoint Ms. Ulla Hartvig Plathe Tønnesen (DIN: 08507796) who retires by rotation and offers herself for re-appointment.

Special Business

4. Reappointment of Managing Director & CEO

To re-appoint Mr. Lokesh Saxena (DIN: 07823712) as Managing Director & Chief Executive Officer for three years from June 21, 2026 to June 20, 2029.

Remuneration Details:

  • Basic Salary: ₹962,020 per month from June 21, 2026, with annual changes
  • House Rent Allowance: ₹726,023 per month
  • Conveyance: Chauffer driven car provided by Company for official and personal use
  • Mediclaim Policy: Coverage for self, spouse, dependent children (<25 years) and parents
  • Provident Fund: Company contribution of 12% of basic salary
  • Gratuity Fund: Contribution as per company rules, limited to 15 days basic salary per year of service (max 30 years)
  • Business Expenses: Reimbursement of reasonable travel, entertainment expenses
  • Sitting Fee: Not payable for board/committee meetings
  • Variable Performance Bonus: 30% of annual fixed pay under Norican Annual Incentive Program (NAIP)
  • Housing in Bengaluru: Furnished accommodation up to 15,000 Euros per annum when family relocates
  • Minimum Remuneration: Payable in absence or inadequacy of profits as per Schedule V of Companies Act, 2013
  • Notice Period: 6 months by employee, 3 months by company plus 3 months salary
  • Termination: Company may terminate for misconduct or breach of duty
  • Retirement Age: Revised from 58 to 60 years effective April 1, 2026

5. Ratification of Cost Auditors Remuneration

To ratify appointment of Messrs. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Reg. No. 000065) for FY26 cost audit with remuneration of ₹190,000 plus applicable taxes and out-of-pocket expenses.

6. Material Related Party Transactions

To approve material related party transactions with DISA Industries A/S, Denmark for FY 2026-27 for purchase/sale/transfer of products, goods, materials, services, royalty, commission up to aggregate ₹1,200 million (₹1,200 crores).

Related Party Details:

  • DISA Industries A/S is fellow subsidiary of DISA Holding A/S (which holds 55% of DISA Industries A/S and 20.73% of DISA India Ltd)
  • Transactions include purchase of raw materials, sale of machinery, royalty payments, services, sales commission
  • Represents approximately 12% of counterparty's annual consolidated turnover
  • Audit Committee has granted omnibus approval

Financial Performance (Past 5 Years)

| Year | Revenue (₹ million) | PAT (₹ million) | EPS (₹) | Dividend % |

| 2025-26 | 4,247.0 | 539.2 | 370.79 | 2000* |

| 2024-25 | 3,846.9 | 537.4 | 369.55 | 2000 |

| 2023-24 | 3,191.5 | 415.4 | 285.65 | 2000 |

| 2022-23 | 2,524.1 | 284.2 | 195.43 | 1100 |

| 2021-22 | 2,476.7 | 374.4 | 257.46 | 1600 |

*Recommended for approval

Dividend Information

  • Record Date: August 5, 2026
  • Payment Date: On or before September 10, 2026
  • Unpaid Dividend: Amounts unpaid after 30 days transferred to unpaid dividend account; after 7 years transferred to IEPF
  • Taxation: TDS applicable as per Income Tax Act, 2025 with different rates for resident and non-resident shareholders

Voting Information

  • Remote e-voting period: August 7, 2026 (9:00 AM) to August 11, 2026 (5:00 PM)
  • Scrutinizer: Mr. Nagendra D. Rao, Practising Company Secretary
  • Shareholders entitled: Those holding shares as of August 5, 2026

Additional Information

  • Company Background: Leading equipment manufacturer with foundry and surface preparation process technology, incorporated in 1984
  • Promoter Shareholding: DISA Holding A/S Denmark (20.73%) and DISA Holding AG Switzerland (54.10%) - total 74.82%
  • Public Shareholding: 25.18%
  • Manufacturing Facility: Tumkur, Karnataka