Shareholders meeting

SGL-13/Sec/2026-27 06th July, 2026 National Stock Exchange of lndia Limited Bombay Stock Exchange Limited Exchange Plaza, 5th Floor 1st Floor Plot No.C-1, Block G New Trading Ring, Rotunda Building Bandra-Kurla Complex P J Towers, Dalal Street Bandra (E), Fort, Mumbai 400 051 Mumbai 400 001 Stock Code: SHANTIGEAR Stock Code: 522034 Through NEAPS Through BSE Listing Centre Dear Ma’am/ Sir, Sub: Notice of the 53rd Annual General Meeting scheduled to be held on 29th July, 2026 This is to inform, that the 53rd Annual General Meeting (AGM) of the members of the Company is scheduled to be held through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") on Wednesday, 29th July, 2026 at 4:30 p.m. (IST) in accordance with the relevant circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI). The Annual Report along with the notice of the AGM has been dispatched to all the eligible shareholders on 06th July, 2026 through e-mail only. A copy of the same is also available on the website of the Company viz., https://www.shanthigears.com/. Please find enclosed the Notice of the 53rd Annual General Meeting. The Notice of the 53rd Annual General Meeting is uploaded on the website of the Company. Kindly take the same on your records. Thanking You, Yours faithfully, For Shanthi Gears Limited Walter Vasanth P J Company Secretary & Compliance Officer SHANTHI GEARS LIMITED RegisteredOffice: 304-A, Trichy Road, Singanallur, Coimbatore - 641005, Tamil Nadu Tel: 91-422-4545745; Fax: 91-422-4545700 Website: www.shanthigears.com; e-mail: waltervasanthpj@shanthigears.murugappa.com CIN: L29130TZ1972PLC000649 NOTICE OF THE 53RD ANNUAL GENERAL MEETING Notice is hereby given that the 53rd Annual General Meeting of the Members of Shanthi Gears Limited will be held on Wednesday, the 29th day of July, 2026 at 4.30 pm through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business (hereinafter referred to as “e-AGM”): Ordinary Business 1. Adoption of Financial Statements To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31st March 2026, the Report of the Board of Directors and the Auditor’s Report thereon, be and are hereby received and adopted. 2. Declaration of Dividend To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT a final dividend of Rs.2/- per share (@ 200%) has been recommended by the Board for the financial year 2025-26 and together with the Interim Dividend of Rs.3/- per equity share (@ 300%), already declared and paid, in respect of the financial year 2025-26, Rs.5/- per share (@ 500%) will be considered as the total Dividend for the said financial year 2025-26. RESOLVED FURTHER THAT in respect of shares held in electronic form, the dividend be paid to the beneficial holders of the dematerialised shares as per details furnished by the depositories for this purpose. 3. Re-appointment of Mr. Mukesh Ahuja as Director who retires by rotation To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Mukesh Ahuja (DIN - 09364667), Director, who retires by rotation at the 53rd Annual General Meeting, be and is hereby re-appointed as Director of the Company liable to retire by rotation. Special Business 4. ToConsidertheCommissionpayabletoNon-ExecutiveDirectorsforthefinancialyearformFY2025-26to FY2029-2030 To consider and if deemed fit, to pass the following resolution as a Special Resolution: RESOLVED THAT in accordance with the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as “the Act”) read with the Articles of Association of the Company, the Directors of the Company (including the alternate Directors), who are neither in the whole-time employment of the Company nor are the Managing Director(s)/Manager of the Company, be paid, in respect of each of the financial years of the Company, on and from the financial year which commenced from 01st April 2025 up to the financial year ending on 31st March 2030, a remuneration by way of commission not exceeding an amount equal to one percent of the net profits of the Company as computed under Section 198 of the Act. RESOLVED THAT the Board of Directors be and is hereby authorised to decide, from time to time, the quantum and manner of distribution of the amount of commission to one or more Directors within the limits prescribed and in terms of the Act. RESOLVED FURTHER THAT the aforesaid commission shall be exclusive of the fees payable to such Directors for attending the meetings of the Board and the Committees thereof. RESOLVED FURTHER THAT consent of the Company be and the same is hereby accorded for payment of the aforesaid commission to such Directors who may be relatives/partners of other Directors. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary desirable or expedient to give effect to this Resolution. 5. Approval for appointment of Mr. K Ilango as Non-Executive & Independent Director of the Company To consider and, if deemed fit, to pass, the following Resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, Schedule IV and other applicable provisions of the Companies Act, 2013, read with relevant Rules made thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) of re-enactment thereof for the time being in force), the approval of the shareholders be and is hereby accorded for the appointment of Mr. K Ilango (DIN: 00124115) as a Non-Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and whose name is included in the databank as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and who is eligible for appointment and in respect of whom the Company has received a Notice in writing under section 160 of the Act from a Member proposing his candidature for the office of Director, for a term of 5 (five) consecutive years from 05th May 2026 to 04th May 2031 (both days inclusive), whose term shall not be subject to retirement by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution. 6. ToConsiderthepaymentofcommissiontoMr.MAMArunachalamforthefinancialyear2025-26 To consider and if deemed fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable statutory provisions (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force), and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the [Showing first 8,000 characters — download PDF for full document]