AGM Details

  • Event: 46th Annual General Meeting
  • Date: Monday, July 27, 2026
  • Time: 10:00 AM IST
  • Mode: Through Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Record Date/Cut-off Date: Monday, July 20, 2026 (for determining members entitled to vote)
  • Remote e-Voting Period: Commences Friday, July 24, 2026 (9:00 AM IST) and ends Sunday, July 26, 2026 (5:00 PM IST)

Business to be Transacted

ORDINARY BUSINESS

1. To consider and adopt:

  • The Audited Standalone Financial Statements for the year ended March 31, 2026, with Reports of the Board of Directors and Auditors.
  • The Audited Consolidated Financial Statements for the year ended March 31, 2026, with the Report of the Auditors.

2. Appointment of Director: To appoint a director in place of Mr. Utkarsh Munot (DIN: 00049903), who retires by rotation under Section 152(6) of the Companies Act, 2013, and offers himself for re-appointment.

SPECIAL BUSINESS

3. Re-appointment of Mr. Dinesh Munot (DIN: 00049801) as Chairman and Whole-Time Director (Special Resolution)

  • Tenure: 5 years, from July 28, 2026, to July 27, 2031.
  • Remuneration Details:
  • Salary: ₹40,00,000 per month, with an annual increment of 10% starting April 1, 2027.
  • Performance Bonus/Commission: As determined by the Board/Nomination and Remuneration Committee (NRC).
  • Perquisites: House rent allowance (50% of basic salary), gas, electricity, water, furnishings, LTA for self & family, club fees, personal accident insurance, medical reimbursement, hospitalization insurance, PF contribution/ special pay, company car with driver, telecom facilities, encashment of unavailed leave, retirement benefits. Perquisites valued as per Income Tax Rules, 2026, or at actual cost.
  • Minimum Remuneration Clause: Approval is sought for paying the above remuneration (excluding Performance Bonus) as minimum remuneration in case of absence or inadequacy of net profits in any financial year, even if it exceeds limits prescribed under Section 197/Schedule V of the Companies Act and Regulation 17(6)(e) of SEBI LODR Regulations.
  • Notice Period: Either party may terminate the appointment with six months' written notice or salary in lieu.

4. Re-appointment of Mr. Utkarsh Munot (DIN: 00049903) as Managing Director (Special Resolution)

  • Tenure: 5 years, from May 19, 2026, to May 18, 2031. He will be liable to retire by rotation.
  • Remuneration Details:
  • Salary: ₹30,00,000 per month, with an annual increment of 10% starting April 1, 2027.
  • Performance Bonus/Commission: As determined by the Board/Nomination and Remuneration Committee (NRC).
  • Perquisites: Identical package to Mr. Dinesh Munot (HRA 50% of basic, LTA, insurance, car, etc.), valued as per IT Rules or actual cost.
  • Minimum Remuneration Clause: Identical approval sought for payment of minimum remuneration in case of loss/inadequate profits, exceeding statutory limits.
  • Notice Period: Six months' written notice or salary in lieu by either party.

5. Approval of Material Related Party Transactions by the Company and/or its subsidiaries (Ordinary Resolution)

  • Parties Involved: Company and its subsidiaries DriveSys Systems Private Limited (DriveSys) and Metacast Auto Private Limited (Metacast) transacting with Supreme Group entities (Supreme Autocasts, Supreme Engineering, Supreme Autocasts Private Limited, Supreme Iron (India) Private Limited).
  • Nature of Transactions: Sale, purchase, and/or supply of goods or services or both and loans in the ordinary course of business. Specifically includes procurement of raw materials/components like Vane Pump Housings, Housing Covers, Mounting Brackets.
  • Rationale: Supreme Group is a reliable vendor providing superior quality and uninterrupted supply. Transactions ensure operational efficiency and optimized capacity utilization.
  • Approval Sought: Omnibus approval for FY 2026-27 for transactions up to a maximum aggregate value of ₹100 Crore.
  • Materiality: The estimated value represents 17.51% of the company's Annual Consolidated Turnover for FY 2025-26 (₹556.74 Cr), exceeding the 10% materiality threshold under SEBI LODR Reg. 23.
  • Historical Transactions (FY 2025-26):
  • ZF India with Supreme Group: Purchase of Goods/Services ₹30.25 Cr.
  • DriveSys with Supreme Group: Purchase ₹59.05 Cr; Sale ₹0.88 Cr; Purchase of Asset ₹0.40 Cr (Total ₹60.33 Cr).
  • Metacast with Supreme Group: Purchase ₹0.67 Cr; Interest Expense ₹0.36 Cr; Loan Taken ₹1.15 Cr (Total ₹2.18 Cr).

6. Approval of Material Related Party Transactions between subsidiaries of the Company (Ordinary Resolution)

  • Parties Involved: Between subsidiaries Metacast Auto Private Limited (Metacast) and DriveSys Systems Private Limited (DriveSys).
  • Nature of Transactions: Supply of various types of castings by Metacast to DriveSys.
  • Rationale: Part of backward integration to ensure in-house and uninterrupted supply of castings for DriveSys to manufacture Vane Pump and Power Housings for ZF India's end product (Steering Gears).
  • Approval Sought: Omnibus approval for FY 2026-27 for transactions up to a maximum aggregate value of ₹100 Crore.
  • Materiality: The estimated value represents 112.51% of DriveSys's standalone turnover (₹88.88 Cr) and 169.34% of Metacast's standalone turnover (₹59.05 Cr) for FY 2025-26.
  • Historical Transactions (FY 2025-26): DriveSys with Metacast: Purchase ₹4.14 Cr; Sale ₹4.41 Cr (Total ₹8.55 Cr). Metacast with DriveSys: Sale of Goods ₹59.05 Cr.

Financial Performance Context (From Explanatory Statement)

  • FY 2025-26: Total Revenue ₹556.74 Cr; Profit Before Tax ₹52.56 Cr; Profit After Tax ₹31.78 Cr.
  • FY 2024-25: Total Revenue ₹492.86 Cr; Profit Before Tax ₹50.44 Cr; Profit After Tax ₹33.89 Cr.
  • FY 2023-24: Total Revenue ₹477.87 Cr; Profit Before Tax ₹56.04 Cr; Profit After Tax ₹47.72 Cr.
  • Reason for Subdued Profitability: Challenges in the Commercial Vehicle (CV) industry due to weak freight demand, lower infrastructure activity, tighter financing, higher costs, regulatory changes, and slow implementation of the vehicle scrappage policy.

Voting Information

  • Scrutinizer: M/s. SIUT & Co. LLP, Company Secretaries.
  • Voting Methods: Remote e-voting via NSDL platform (July 24-26, 2026) and e-voting during the AGM.
  • Attendance: Members can join the AGM via VC/OAVM link on the NSDL e-Voting website. Facility available for 1000 members on a first-come-first-served basis (excl. large shareholders, promoters, etc.).
  • Proxy: Not allowed for a virtual AGM.

Other Key Notes from the Notice

  • The notice is being sent electronically. Physical documents are available for inspection as per statutory requirements.
  • Unclaimed dividends for financial years 2022-23 & 2023-24 remain unclaimed. Earlier dividends (1995-96 to 2017-18) have been transferred to the Investor Education and Protection Fund (IEPF).
  • Shares on which dividend has not been claimed for seven consecutive years are transferred to the IEPF suspense account.
  • Securities can only be transferred/transmitted in dematerialized form.
  • Members are urged to update their bank details, PAN, nomination, email IDs, and mobile numbers with their DP/RTA.