Meeting Details

The 32nd Annual General Meeting was held through Video Conferencing on Thursday, 23rd July 2026, between 10:00 A.M. and 10:44 A.M. IST.

Attendees

Members Present: 104 (includes Directors and Key Management Personnel present at a central location)

Proxies: 0

Total Attendance: 104

Directors Present:

  • Sri Shram Viji
  • Ms Priyamvada Ramkumar
  • Ms Sripriya Kumar
  • Ms Meenakshi Ramani

Management Present:

  • Chief Executive Officer: Sri S. Ravi
  • Chief Financial Officer: Sri C. Senthilnathan
  • Secretary & Compliance Officer: Sri S. Kalyanaraman

Auditors Present:

  • Statutory Auditor: Sri Vinay Kothari, Partner, R.G.N. Price & Co, Chartered Accountants, Chennai
  • Secretarial Auditor: Sri A. Kalyana Subramaniam

Scrutinizer:

  • Sri T.K. Bhaskar, Partner, H&B Partners

Proposed Resolutions and Implications

Three ordinary resolutions were proposed for shareholder approval:

1. Adoption of Accounts for FY 2025-26: To approve the audited financial statements and consolidated financial statements for the year ended 31st March 2026.

2. Declaration of Final Dividend: To declare a final dividend of ₹4.45 per share (89% on face value of ₹5) for FY 2025-26, amounting to ₹98.84 crore. Combined with the interim dividend of ₹6.70 per share (134%) paid in February 2026, the total dividend for the year would be ₹11.15 per share (223%), totaling ₹247.65 crore.

3. Re-election of Director: To re-elect Sri Sriram Viji (DIN: 03630636) as a Director liable to retire by rotation.

Voting Process and Methods

The company provided remote e-voting facilities through Central Depository Services (India) Limited (CDSL). The remote e-voting period commenced on Saturday, 18th July 2026 at 9:00 A.M. and ended on Wednesday, 22nd July 2026 at 5:00 P.M. Additionally, e-voting was available during the AGM until its conclusion at 10:44 A.M. on 23rd July 2026.

Key Voting Outcomes

Resolution 1: Adoption of Accounts

  • Total valid votes received: 375
  • Votes in favor: 147,338,615 (100%)
  • Votes against: 1

Resolution 2: Declaration of Final Dividend

  • Total valid votes received: 376
  • Votes in favor: 147,370,006 (100%)
  • Votes against: 1

Resolution 3: Re-election of Sri Sriram Viji

  • Total valid votes received: 378
  • Votes in favor: 145,214,497 (99.91%)
  • Votes against: 129,985 (0.09%)

Scrutinizer's Report

Sri T.K. Bhaskar was appointed as Scrutinizer to ensure a fair and transparent voting process. His responsibilities included:

  • Overseeing the remote e-voting process from 18th to 22nd July 2026
  • Closing the e-voting process at the AGM conclusion on 23rd July 2026 at 10:44 A.M.
  • Downloading and forwarding the e-voting report to the Registrar & Share Transfer Agents
  • Certifying the voting results as detailed above

Compliance Confirmation

The meeting was conducted in compliance with:

  • Section 108 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Section 145 of the Companies Act, 2013 (regarding auditors' report)

The statutory auditors' report was an unqualified (clean) report and was not read out at the meeting as permitted by Section 145 of the Companies Act, 2013.

Financial and Operational Highlights

Financial Performance:

  • Consolidated net profit: ₹530.21 crores for FY 2025-26 (28.66% increase from ₹412.09 crores in previous year)
  • Standalone net profit: ₹255.64 crores (up from ₹236.01 crores)
  • Includes gain of ₹40.99 crores from fair valuation of previously held equity interest in Axles India Limited
  • Dividend income received: ₹207.67 Cr (compared to ₹209.52 Cr in FY 2024-25)

Investment Activities:

  • Acquired 237,120 equity shares (1.90% stake) in India Motor Parts & Accessories Limited, increasing holding from 20.00% to 21.90%
  • Divested entire holding of 3.90 Cr equity shares in Sundaram Composite Structures Private Limited to Brakes India Private Limited at ₹6.32 per share (total consideration: ₹24.65 Crs)
  • Divested 556,375 shares (2.75% stake) in TVS Holdings Limited, transferring ₹449.04 Crs (net of tax) from OCI to Retained Earnings
  • Post-divestment, holds 3.74% stake in TVS Holdings Limited

Dividend Details:

  • Interim dividend paid in February 2026: ₹6.70 per share (134%)
  • Final dividend recommended: ₹4.45 per share (89%)
  • Total dividend for 2025-26: ₹11.15 per share (223%)
  • Special dividend component: ₹5.45 per share (109%)
  • Paid-up capital: ₹111.05 crores