Shareholders meeting

Divgi TorqTransfer Systems Limited Divgi TorqTransfer Systems CIN: L32201MH1964PLC013085 75, General Block, MIDC, Bhosari, Pune 411 026, India the Spirit of Innovation Tel: (+91-20) 63110100 Web: www.divgi-tts.com Ref.: DTTS/Sec/26-27/50 September 19, 2026 To, To, BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, "Exchange Plaza" 5th Floor, Dalal Street, Mumbai - 400001 Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 BSE Scrip Code – 543812 NSE Scrip Code - DIVGIITTS Sub: Scrutinizer's Report for the Annual General Meeting (AGM) held on September 18, 2026 Ref.: Our letter bearing no. DTTS/Sec/26-27/49 dated September 18, 2026, for submission of proceedings of the 61st AGM held on September 18, 2026. Dear Sir / Madam, With reference to our above-mentioned letter dated September 18, 2026, we wish to inform you that the Company has received the Scrutinizer’s Report on the remote e-voting and e-voting conducted at the time of the AGM from CS Mrunmayee Sathaye, Partner, Kanj & Co. LLP, Practicing Company Secretaries, the Scrutinizer. The said Report is attached as Annexure 1. Pursuant to the said Report, it appears that the following resolutions have been approved by the Members of the Company with the requisite majority: A) Ordinary Businesses: 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with Reports of the Board of Directors and Auditors thereon. 2. To consider and declare Final Dividend of Rupees 3.27/- (Rupees Three and Twenty- Seven Paise Only) per equity share of face value Rupees 5 each, of the Company for the financial year ended March 31, 2026. 3. To appoint a director in place of Mr. Sanjay Bhalchandra Divgi (DIN:00471465), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being Divgi TorqTransfer Systems Limited Divgi TorqTransfer Systems CIN: L32201MH1964PLC013085 75, General Block, MIDC, Bhosari, Pune 411 026, India the Spirit of Innovation Tel: (+91-20) 63110100 Web: www.divgi-tts.com eligible, offers himself for reappointment and being eligible, offers himself for re- appointment. 4. To appoint a director in place of Mr. Bharat Bhalchandra Divgi (DIN:00471587), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an ordinary Resolution for the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants and FRN 105215W/W100057, as the Statutory Auditors of the Company to hold the office from the conclusion of this ensuing 61st Annual General Meeting until the conclusion of the 66th Annual General Meeting of the Company. B) Special Business 1. To consider payment of special incentive to Mr. Jitendra Divgi, Managing Director 2. To consider payment of special incentive to Mr. Hirendra Divgi, Executive Director The details of votes cast through remote e-voting and e-voting at the time of the AGM in the format prescribed by the SEBI vide Circular dated November 04, 2015, as amended from time to time will be submitted in due course. Kindly take the same on your record and acknowledge. Thanking you, For Divgi TorqTransfer Systems Limited Aniket Kokane Company Secretary and Compliance Officer A51571 Enclosure: As above SCRUTINIZER’S CONSOLIDATED REPORT Chairman / Company Secretary, Divgi TorqTransfer Systems Limited, Plot no. 75, General Block MIDC, Bhosari, Pune, Maharashtra India, 411026 61st Annual General Meeting of the Equity Shareholders of Divgi TorqTransfer Systems Limited, held on Friday, September 18, 2026, at 2:30 PM (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) Dear Sir, I, CS Mrunmayee Sathaye, Partner of M/s. KANJ & Co. LLP, Practising Company Secretaries, Pune was appointed as the Scrutinizer for the following purposes: 1. The remote e-voting process was conducted for the below-mentioned resolutions, as per Section 108 of the Companies Act, 2013 between 15th September, 2026 at 09:00 AM (IST) to 17th September 2025 at 5:00 PM (IST). 2. In addition, the e-voting process was conducted at the AGM held through VC/ OVAM for the below-mentioned resolutions, as per Section 109 of the Companies Act, 2013 at the Annual General Meeting of the Company. I submit a consolidated report as under: 1. After the conclusion of the e-voting process at the Annual General Meeting held through VC/ OVAM, I first counted the votes cast by e-voting process at the AGM (venue e-voting) by unblocking the e-votes in the presence of two witnesses who were not the employees of the Company. Thereafter I unblocked the votes cast through remote e-voting in the presence of two witnesses who were not employees of the Company. 2. A final report of both processes was generated by me by using the access and authorizations given to me by accessing the data available on the website of InstaVote, i.e. https://instavote.linkintime.co.in/. The final report was tabulated by me and the data regarding the final e-voting by remote e-voting and venue e-voting was diligently scrutinized and reconciled with the data available on the above-mentioned website. 3. The consolidated result of the e-voting process done at the AGM held through VC/ OVAM and the remote e-voting is as under: ORDINARY BUSINESS: 1. Resolution No- 1 - Ordinary Resolution To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with Reports of the Board of Directors and Auditors thereon. Remote E-voting process: Voted in favour of the resolution: Number of members who Number of votes cast % of total number of valid voted votes cast 67 2,53,01,780 100% Voted against the resolution: Number of members Number of votes cast % of total number of valid who voted votes cast 0 0 0 Invalid Votes: Total number of members present and voting Total number of votes cast by them (in person or by proxy)  E-voting at the Meeting: Voted in favour of the resolution: Number of members present Number of votes cast % of total number of valid and voting (in person or by by them vote cast proxy) 6 272,335 100% Voted against the resolution: Number of members Number of votes cast by % of total number of valid present and voting (in them vote cast person or by proxy) 0 0 0 Invalid votes: Total number of members present and Total number of votes cast by them voting (in person or by proxy)  Consolidated Result: Resolution passed unanimously. Voted in favour Voted Invalid / against Abstained Total Votes 2,55,74,115 0 0 % of Total number of valid votes 100 0 0 2. Resolution No- 2 - Ordinary Resolution To consider and declare Final Dividend of ₹3.27/- (Rupees Three and Twenty Seven Paise Only) per equity share of face value ₹ 5 each, of the Company for the Financial Year ended March 31, 2026.  Remote E-voting process: Voted in favour of the resolution: Number of members Number of votes cast % of total number of valid who voted votes cast 67 2,53,01,780 100 Voted against the resolution: Number of members Number of votes cast % of total number of valid who voted votes cast 0 0 0 Invalid Votes: Total number of members present and Total number of votes cast by them voting (in person or by proxy)  E-voting at the Meeting: Voted in favour of the resolution: Number of members present and Number of votes cast % of total number of voting (in person or by proxy) by them valid vote cast 6 2,72,335 100% Voted against the resolution: Number of members present Number of votes cast % of total number of valid and voting (in person or by by them vote cast proxy) 0 0 0 Invalid votes: Total number of members present and Total number of votes cast by them voting (in p [Showing first 8,000 characters — download PDF for full document]