Disclosure Reference

Ref.: DTTS/Sec/26-27/49 dated September 18, 2026

Meeting Details

The 61st Annual General Meeting of Divgi TorqTransfer Systems Limited was held on Friday, September 18, 2026, through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The meeting commenced at 02:30 PM (IST) and concluded at 04:17 PM (IST), including time allowed for e-voting at the AGM.

Attendance Details

Directors Present:

1. Mr. Pradip Dubhashi - Non-Executive Independent Director, Chairperson of Stakeholder Relationship Committee, Audit Committee, Nomination and Remuneration Committee, and Risk Management Committee

2. Mr. Pundalik Kudva - Non-Executive Independent Director, Chairperson of Corporate Social Responsibility Committee

3. Ms. Geeta Tolia - Non-Executive Independent Director

4. Mr. Jitendra Divgi - Managing Director

5. Mr. Sanjay Divgi - Non-Executive Non-Independent Director

6. Mr. Bharat Divgi - Non-Executive Non-Independent Director

Key Managerial Personnel Present:

1. Mr. Sudhir Mirjankar - Chief Financial Officer

2. CS Aniket Kokane - Company Secretary & Compliance Officer

3. Mr. Dipak Vani - Chief Operating Officer

Auditors Present:

1. Mr. Amit Mahadik - Partner, B K Khare and Co., Chartered Accountants (Statutory Auditors)

2. CS Vinayak Khanvalkar - Partner, KANJ & Co. LLP, Practicing Company Secretaries (Secretarial Auditors)

3. CS Mrunmayee Sathaye - Partner, KANJ & Co. LLP, Practicing Company Secretaries (Scrutinizer)

Member Attendance:

46 members were present through Video Conferencing (VC)/Other Audio Visual Mode (OAVM) and/or through authorized representatives.

Quorum and Voting Arrangements

The requisite quorum under Section 103 of the Companies Act, 2013 was present throughout the meeting. The company appointed MUFG Intime India Private Limited (MUFG) for providing remote e-voting and VC/OAVM facility. The cut-off date for shareholding was Thursday, September 10, 2026. Remote e-voting was available from 09:00 AM on Tuesday, September 15, 2026, till 05:00 PM on Thursday, September 17, 2026. Members who had not voted remotely were given opportunity to vote using MUFG's e-voting platform for 30 minutes after the AGM conclusion.

Meeting Proceedings

Mr. Praveen Kadle chaired the AGM. The Chairperson welcomed shareholders, introduced all directors and key managerial personnel, and provided an overview of the company. Mr. Jitendra Divgi, Managing Director, presented the financial and operational performance for FY2025-26 along with future aspirations. The Annual Report containing financial statements, Board's report, and notice of meeting were circulated to members via email and taken as read. The Company Secretary confirmed there were no qualifications, observations, or adverse comments in the statutory auditor's report for FY2025-26.

Business Transacted

Ordinary Business (Ordinary Resolution):

1. Adoption of Accounts

2. Declaration of Final Dividend

3. Reappointment of Director retiring by rotation - Mr. Sanjay Bhalchandra Divgi (DIN: 00471465)

4. Reappointment of Director retiring by rotation - Mr. Bharat Bhalchandra Divgi (DIN: 00471587)

5. Appointment of Statutory Auditors

Special Business (Special Resolution):

1. Consider payment of special incentive to Mr. Jitendra Divgi, Managing Director

2. Consider payment of special incentive to Mr. Hirendra Divgi, Executive Director

Additional Proceedings

The Chairperson invited pre-registered shareholders to speak and ask questions. Clarifications were provided by Mr. Jitendra Divgi, Managing Director. CS Mrunmayee Sathaye was appointed as Scrutinizer to scrutinize votes cast through remote e-voting and venue e-voting. The Scrutinizer's Report will be available within 2 working days from AGM conclusion and will be submitted to stock exchanges and uploaded on MUFG and company websites.

The meeting concluded at 03:47 PM, with e-voting facility remaining open for 30 minutes for shareholders who had not voted via remote e-voting.