Shareholders meeting

Divgi TorqTransfer Systems Limited Divgi TorqTransfer Systems CIN: L32201MH1964PLC013085 75, General Block, MIDC, Bhosari, Pune 411 026, India Tel: (+91-20) 63110100 Web: www.divgi-tts.com Ref.: DTTS/Sec/26-27/38 August 27, 2026 To, To, BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, "Exchange Plaza" 5th Floor, Dalal Street, Mumb ai - 400001 Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 BSE Scrip Code – 543812 NSE Scrip Code - DIVGIITTS Sub: Notice of the 61st Annual General Meeting (“AGM”) for FY 2025-26. Dear Sir / Madam, The Notice convening the 61st (Sixty-First) Annual General Meeting (“AGM”) of the Members of Divgi TorqTransfer Systems Limited scheduled to be held on Friday, September 18, 2026, at 02:30 P.M. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), is enclosed hereunder. The Company will provide an electronic facility to its Members to cast vote(s) on all resolutions set out in the Notice. The detailed process for casting vote(s) electronically is enclosed in the Notice. The Notice has also been uploaded on the website of the Company https://divgi-tts.com/ Thanking you, For Divgi TorqTransfer Systems Limited Aniket Kokane Company Secretary & Compliance Officer A51571 Enclosure: As above Divgi TorqTransfer Systems Notice Notice is hereby given that the 61st (Sixty-first) Annual rotation in terms of Section 152 of the Companies General Meeting (“AGM”) of the Members of Divgi Act, 2013 and being eligible, offers himself for re- TorqTransfer Systems Limited (“the Company”) will be appointment and being eligible, offers himself for held on Tuesday, September 18, 2026, at 2:30 PM (IST) re-appointment and if thought fit, to pass, with or through Video Conferencing (“VC”)/Other Audio-Visual without modification(s), the following resolution as Means (“OAVM”) to transact the following business: an Ordinary Resolution: The proceedings of the AGM shall be deemed to be DTTS/AGM/2026-27/03 conducted at the registered office of the company at “RESOLVED THAT pursuant to the provisions Plot No. 75, General Block, MIDC, Bhosari, Pune 411026 of section 152 of the Companies Act, 2013 and which shall be the deemed venue of this annual rules made thereunder (including any statutory general meeting modification and re-enactment thereof) and other applicable provisions, if any of the Companies Act, ORDINARY BUSINESS: 2013, Mr. Sanjay Bhalchandra Divgi (DIN:00471465), 1. Adoption of Accounts who is liable to retire by rotation at the 61st (Sixty- first) Annual General Meeting and being eligible To receive, consider and adopt the Audited has offered himself for appointment, be and is Standalone Financial Statements of the Company hereby re-appointed as a Director of the Company, for the financial year ended March 31, 2026, liable to retire by rotation.” together with Reports of the Board of Directors and Auditors thereon. 4. Re-appointment of Director retiring by rotation: Ordinary Resolution: To appoint a director in place of Mr. Bharat DTTS/AGM/2026-27/01 Bhalchandra Divgi (DIN:00471587), who retires by “RESOLVED THAT the Audited Standalone rotation in terms of Section 152 of the Companies Financial Statements of the Company for the Act, 2013 and being eligible, offers himself for re- financial year ended March 31, 2026, and the appointment and if thought fit, to pass, with or Reports of the Board of Directors and Auditors without modification(s), the following resolution as thereon, as circulated to the members, be and are an Ordinary Resolution: hereby considered and adopted.” DTTS/AGM/2026-27/04 2. Declaration of Final Dividend “RESOLVED THAT pursuant to the provisions To consider and declare Final Dividend of H3.27/- of section 152 of the Companies Act, 2013 and (Rupees Three and Twenty-Seven Paise Only) per rules made thereunder (including any statutory equity share of face value H5 each, of the Company modification and re-enactment thereof) and other for the financial year ended March 31, 2026. applicable provisions, if any of the Companies Act, 2013, Bharat Bhalchandra Divgi (DIN: 00471587) Ordinary Resolution: who is liable to retire by rotation at the 61st (Sixty- DTTS/AGM/2026-27/02 first) Annual General Meeting and being eligible “RESOLVED THAT pursuant to the has offered himself for appointment, be and is recommendation made by the Board of Directors, hereby re-appointed as a Director of the Company, a dividend at the rate of INR 3.27/- (Rupees Three liable to retire by rotation.” and Twenty-Seven Paise Only) per equity share be and is hereby declared out of profits of financial 5. Appointment of Statutory Auditors: year 2025-26 to the equity shareholders of the To consider and if thought fit, to pass with or Company whose names appear in the Registrar without modification(s), the following resolution of Members of the Company as on September as an ordinary Resolution for the appointment of 10, 2026 M/s. Kirtane & Pandit LLP, Chartered Accountants and FRN 105215W/W100057, as the Statutory 3. Re-appointment of Director retiring by Auditors of the Company to hold the office from rotation: the conclusion of this ensuing 61st Annual General To appoint a director in place of Mr. Sanjay Bhalchandra Divgi (DIN:00471465), who retires by 178 | Divgi TorqTransfer Systems Limited Corporate Overview Statutory Reports Financial Statements Meeting until the conclusion of the 66th Annual exceed the limits prescribed under Section 197 General Meeting of the Company. read with Schedule V of the Act after payment of aforesaid special incentive. DTTS/AGM/2026-27/05 “RESOLVED THAT pursuant to Sections 139, 141, RESOLVED FURTHER THAT based on the 142 and all other applicable provisions, if any, of recommendation of the Nomination and the Companies Act, 2013, read with the Companies Remuneration Committee and the Board of (Audit and Auditors) Rules, 2014, (including any Directors and pursuant to regulation 17(6)(e) of statutory modification(s) or re-enactment thereof) the SEBI (LODR), the consent of the Members and pursuant to the recommendations of the of the Company be and is hereby accorded for audit committee and the Board of Directors of payment of special incentive to Mr. Jitendra Divgi the Company, M/s Kirtane & Pandit LLP, Chartered (DIN: 00471531), Managing Director, even if the Accountants having Firm Registration Number annual remuneration including special incentive 105215W/W100057 be and are hereby appointed payable to Mr. Jitendra Divgi, may exceed Rupees 5 as the Statutory Auditor of the Company from the crores or 2.5 per cent of the profits of the Company conclusion of this 61st Annual General Meeting till (whichever is higher) individually and / or the the conclusion of the 66th Annual General Meeting aggregate annual remuneration to all Executive of the Company at a remuneration mutually Directors (Promoter) exceeds 5 per cent of the decided. net profits of the Company in any year during the tenure of his appointment and/or reappointment. RESOLVED FURTHER THAT Mr. Jitendra Bhaskar Divgi, Managing Director and Mr. Hirendra Bhaskar RESOLVED FURTHER THAT the Board of Directors Divgi, Executive Director of the Company be and (which term shall always be deemed to include are hereby severally authorised to sign, execute any Committee as constituted or to be constituted and do and perform all such acts, deeds and things by the Board to exercise its powers including to give effect to above resolution including filing of the powers conferred under this resolution) be necessary forms with the Registrar of Companies and is hereby authorized to vary the terms of re- and issuance of the certified true copy of this appointment including to vary the remuneration resolution as and when required. specified above from time to time as it deems fit and to the extent recommended by the SPECIAL BUSINESS: Nomination and Remuneration Committee and in the manner as may be agreed between the [Showing first 8,000 characters — download PDF for full document]