Date: August 25, 2026

KMP / Board / Auditor Changes

Appointment of Executive Director-Operations:

  • Mr. Naresh Kumar Verma was appointed as Executive Director-Operations and Whole-time Director for a period of 5 years, effective June 1, 2026.
  • His remuneration for the first 3 years (effective June 1, 2026) is set at: Salary: ₹1,08,00,000 per annum; Perquisites: ₹9,00,000 per annum.
  • He is also eligible for additional benefits including Provident Fund contributions, gratuity, and leave encashment.
  • Mr. Verma, aged 66, holds an M.Com and PG Diploma in Personnel Management & Industrial Relations, with 44 years of experience. He has been with the company since February 4, 2004, most recently as Corporate Business Head.
  • The resolution was passed as a special resolution with approximately 99.99% votes in favor.

Directors Present at AGM:

  • Mr. Surinder Paul Kanwar (Chairman and Managing Director)
  • Mr. Naresh Kumar Verma (Executive Director-Operations)
  • Mr. Raman Nanda (Non-Executive Independent Director)
  • Mr. N.V. Srinivasan (Non-Executive Independent Director)
  • Ms. Kavita Jha (Non-Executive Independent Director)
  • Mr. Bharat Dev Singh Kanwar (Non-Executive Independent Director)
  • Mr. Satya Prakash Mangal (Non-Executive Independent Director)

Auditors Present:

  • Statutory Auditors: Deloitte Haskins & Sells LLP (Represented by Mr. Tanuj Vohra)
  • Secretarial Auditors: TVA & CO. LLP (Represented by Ms. Sampada Narvankar)

Dividend Declaration or Non-Declaration

  • The board recommended and shareholders approved a dividend of 10% (Re 1.00 per equity share of face value ₹10) for FY 2025-26.
  • The dividend will be paid to members whose names appear in the Register of Members as of August 6, 2026.
  • The resolution was passed as an ordinary resolution with approximately 99.99% votes in favor.

Board Meeting Outcomes

The following resolutions were approved at the AGM:

1. Adoption of Financial Statements: Ordinary resolution to adopt audited financial statements for FY ended March 31, 2026, together with reports of directors and auditors. Passed with approximately 99.99% votes in favor.

2. Dividend Declaration: Ordinary resolution to declare dividend of Re 1 per share. Passed with approximately 99.99% votes in favor.

3. Appointment of Executive Director: Special resolution to appoint Mr. Naresh Kumar Verma as Executive Director-Operations. Passed with approximately 99.99% votes in favor.

4. Ratification of Cost Auditor Remuneration: Ordinary resolution to ratify remuneration of ₹2,25,000 plus applicable taxes to M/s M.K. Kulshrestha & Associates as cost auditors for FY 2026-27. Passed with approximately 99.99% votes in favor.

Financial Results (Standalone & Consolidated)

FY 2025-26 Performance Highlights (from Chairman's Address):

  • Total Income: ₹79,050 Lakhs, up 21.60% YoY
  • EBITDA: ₹5,859 Lakhs, with margins improving to 7.47%
  • Profit After Tax: ₹1,650 Lakhs, up 417.24% from ₹319 Lakhs in previous year
  • Exports accounted for 30% of overall revenues at ₹235.12 Crores (Previous Year: ₹189.61 Crores)

Other Operational / Legal / Strategic Disclosures

Chairman's Strategic Address Highlights:

  • Strong demand from farm equipment segment and new order acquisitions drove growth
  • Company grew 20% YoY, in line with industry volume growth of 25%
  • Strengthened product portfolio with new sub-assemblies, ground bevel gears, and advanced honing technology
  • Advanced customer diversification strategy and took first steps into EV products with discussions underway with two and three-wheeler EV players
  • Advanced Project Vasundhara ESG framework, signing renewable Power Purchase Agreement for Faridabad facility
  • 67% of manufacturing operations certified under ISO 45001 for occupational health and safety

Voting Results:

  • Total shares on record: 1,53,55,058
  • Total voted shares: 88,19,439 (57.4367% of outstanding shares)
  • All resolutions passed with overwhelming majority (98.66% to 99.99% in favor)

Scrutinizer: Ms. Rashmi Aswal, Partner of M/s AGB & Associates Company Secretaries, Faridabad was appointed as scrutinizer for remote e-voting and e-voting at the AGM.

Inspection of Documents: The following registers and documents were made available electronically for inspection by members: Register of Members, Register of Directors' Shareholding, Register of Contracts and Arrangements in which Directors are interested, Auditor's Report for year ended March 31, 2026, Secretarial Audit Report for year ended March 31, 2026, and Audited Financial Statements for year ended March 31, 2026.