Meeting Details

The 61st Annual General Meeting of Divgi TorqTransfer Systems Limited will be held on Tuesday, September 18, 2026, at 2:30 PM (IST) through Video Conferencing/Other Audio-Visual Means. The deemed venue is the registered office at Plot No. 75, General Block, MIDC, Bhosari, Pune 411026.

Ordinary Business Items

1. Adoption of Accounts

  • Resolution DTTS/AGM/2026-27/01: To consider and adopt Audited Standalone Financial Statements for FY ended March 31, 2026
  • Includes Reports of Board of Directors and Auditors

2. Declaration of Final Dividend

  • Resolution DTTS/AGM/2026-27/02: To declare final dividend of ₹3.27 per equity share (face value ₹5 each)
  • Dividend payable from profits of financial year 2025-26
  • Record date: September 10, 2026
  • Payable to shareholders whose names appear in Register of Members as on record date

3. Re-appointment of Director Retiring by Rotation

  • Resolution DTTS/AGM/2026-27/03: Re-appointment of Mr. Sanjay Bhalchandra Divgi (DIN: 00471465)
  • Retires by rotation under Section 152 of Companies Act, 2013
  • Age: 57, Qualification: Bachelor in Engineering
  • Experience: Various capacities since 1986 including new product development and manufacturing operations
  • Current shareholding: 121,380 shares
  • Non-Executive Non-Independent Director since October 1, 2002

4. Re-appointment of Director Retiring by Rotation

  • Resolution DTTS/AGM/2026-27/04: Re-appointment of Mr. Bharat Bhalchandra Divgi (DIN: 00471587)
  • Retires by rotation under Section 152 of Companies Act, 2013
  • Age: 67, Qualification: Hons. Degree in Commerce from Indian Institute of Management & Commerce, Hyderabad
  • Experience: More than 20 years with the company
  • Current shareholding: 148,290 shares
  • Non-Executive Non-Independent Director since October 1, 1998

5. Appointment of Statutory Auditors

  • Resolution DTTS/AGM/2026-27/05: Appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants (FRN: 105215W/W100057)
  • To hold office from conclusion of 61st AGM until conclusion of 66th AGM (5-year term)
  • Remuneration to be mutually decided
  • Authorization given to MD Jitendra Divgi and ED Hirendra Divgi to execute necessary documents

Special Business Items

6. Payment of Special Incentive to Managing Director

  • Special Resolution: Payment of special incentive of ₹1,22,75,000 (One crore twenty-two lakhs seventy-five thousand) to Mr. Jitendra Divgi (DIN: 00471531)
  • Incentive in recognition of continued leadership, strategic contribution, and value creation
  • May cause total remuneration to exceed limits prescribed under Section 197 read with Schedule V of Companies Act
  • Requires member approval under Regulation 17(6)(e) of SEBI LODR

7. Payment of Special Incentive to Executive Director

  • Special Resolution: Payment of special incentive of ₹59,50,000 (Fifty-nine lakhs fifty thousand) to Mr. Hirendra Divgi (DIN: 01634431)
  • Incentive in recognition of continued leadership, strategic contribution, and value creation
  • May cause total remuneration to exceed limits prescribed under Section 197 read with Schedule V of Companies Act
  • Requires member approval under Regulation 17(6)(e) of SEBI LODR

Voting Arrangements

  • Remote e-voting period: September 15, 2026 (9:00 AM) to September 17, 2026 (5:00 PM)
  • Cut-off date for voting rights: September 10, 2026
  • Scrutinizer: Ms. Mrunmayee Sathaye (Membership No. ACS: A51169) of M/s Kanj & Co. LLP
  • Results to be declared on company website and stock exchange websites

Explanatory Notes

  • AGM conducted through VC/OAVM pursuant to MCA General Circular No. 14/2020 and subsequent circulars
  • Physical attendance dispensed with; no proxy facility available
  • Queries on financial statements may be sent to companysecretary@divgi-tts.com 7 days in advance
  • Statutory registers available electronically for inspection
  • Unclaimed dividends for 7 years transferred to Investor Education and Protection Fund

Auditor Appointment Rationale

  • Previous auditors M/s. B.K. Khare & Co. (FRN: 105102W) appointed when company was private limited
  • Mandatory rotation requirements under Section 139(2) became applicable after listing in March 2023
  • Kirtane & Pandit LLP selected based on industry experience, competency, efficiency, and independence evaluation
  • No material change in fee from outgoing auditors

Director Relationships

  • Mr. Sanjay Divgi is younger brother of Mr. Bharat Divgi
  • Both are first cousins of Mr. Jitendra Divgi and Mr. Hirendra Divgi
  • No resignations from listed entities in past three years