Annual Report for FY 2025-26

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/26-27/39 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: Submission of Notice of the 61st Annual General Meeting and Annual Report for the Financial Year 2025-26. Dear Sir / Madam, The Annual Report and 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 and Annual Report have 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 ENGINEERED TO LEAD. DRIVEN TO OUTPERFORM! Building on the India-Manufacturing-Technology-Global value proposition to emerge as one of the fastest growing drivetrain solution companies in the world. Divgi TorqTransfer Systems Limited Annual Report 2025-26 CONTENTS Business overview PART ONE: WHAT WE ARE AND WHAT WE DO 04 Corporate Snapshot 08 Recognition and honors 10 How we performned over the years 11 Our growth story across the four quarters of FY 2025-26 12 Our global presence PART TWO: SILICON SOVEREIGNTY 16 When sixty years of gear-making meets the intelligence age 18 The emerging technology stack 20 What the new technology means for Divgi-TTS PART THREE: OUR MANAGEMENT'S VIEWS ON POSITIONING, PERFORMANCE, AND PROSPECTS 24 The Chairman's perspective 28 Managing Director's perspective 36 Chief Financial Officer's performance overview PART FOUR: OUR VALUE ENHANCEMENT INITIATIVES 42 Driving sustainable advantage through core strengths 44 Sustaining our leadership in India's automotive transmission solutions space 46 Our sustainability framework 48 The integrated value-creation report 52 How we are enhancing value for our stakeholders 54 ESG commitment PART FIVE: FOUNDATIONS OF OUR SUCCESS 64 Business driver 70 Our Directors' profile Statutory reports 72 Corporate information 73 Board's report 91 Business Responsibility and Sustainability Report 138 Management Discussion and Analysis 150 Report on Corporate Governance 178 Notice of AGM Financial statements 195 Financial statements Forward-looking statement In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in Online Annual report mind. We undertake no obligation to publicly update any forward-looking statements, www.divgi-tts.com whether as a result of new information, future events or otherwise. Divgi-TTS delivered a decisive recovery in FY 2025-26, translating years of investments in customer engagement, technology, manufacturing and capability- building into profitable growth and improved operating performance. Divgi-TTS strengthened its MESSAGES position as a technology-led drivetrain company, advancing OF THIS its capabilities across transfer cases, manual and automatic ANNUAL transmissions, EV drivetrains and software-enabled mobility REPORT solutions. Divgi-TTS continued to curate global technologies and execute them with Indian competitiveness, creating differentiated drivetrain solutions that now combine engineering excellence, speed and cost efficiency. Divgi-TTS expanded its global relevance through deeper OEM engagements, growing exports, international collaborations and strategic initiatives across North America, ASEAN and advanced transmission ecosystems. Divgi-TTS is climbing into its next orbit of growth by combining drivetrain engineering, software intelligence and semiconductor- enabled mobility solutions, targeting H1,000 in crore revenues around FY 2029-30. Divgi TorqTransfer Systems 02 | Divgi TorqTransfer Systems Limited Corporate Overview Statutory Reports Financial Statements PART WHAT WE ARE AND WHAT WE DO Annual Report 2025-26 | 03 Divgi TorqTransfer Systems CORPORATE SNAPSHOT DIVGI TORQ TRANSFER SYSTEMS LIMITED. THE COMPANY IS AMONG THE WORLD’S SELECT TECHNOLOGICALLY ADVANCED DRIVETRAIN SOLUTION PROVIDERS, POSITIONING ITSELF AS A SPECIALISED DISRUPTOR IN A COMPLEX AUTOMOTIVE SPACE. THE COMPANY HAS MAINTAINED A DEBT-FREE BALANCE SHEET, ENSURING RESILIENCE AND A READINESS FOR GROWTH ACROSS MARKET CYCLES. 04 | Divgi TorqTransfer Systems Limited Corporate Overview Statutory Reports Financial Statements THE COMPANY IS NOW FOCUSED ON THE DESIGN, DEVELOPMENT, CUSTOMISATION, AND PRODUCTION OF NEXT- GENERATION DRIVETRAIN SYSTEMS FOR LEADING AUTOMOTIVE BRANDS. THE COMPANY HAS ALIGNED ITS CAPABILITIES WITH EVOLVING MOBILITY TRENDS, INCLUDING ELECTRIFICATION AND PERFORMANCE OPTIMISATION. THE COMPANY HAS ESTABLISHED A DISTINCTIVE PRESENCE IN A NICHE SEGMENT, SERVING INDIAN AND GLOBAL MARKETS WITH PRECISION-ENGINEERED TRANSMISSION SOLUTIONS. Annual Report 2025-26 | 05 Divgi TorqTransfer Systems Our vision Our mission To be recognized as To help our a world class Indian customers and our brand in automotive people continually drivetrain innovate and excel components and in building world- systems. class drivetrain components and systems. values Fostering mutual respect: Pursuing excellence relentlessly: Empowering communities: Cultivating an environment of Encouraging innovation and Delivering outstanding value, openness, trust, and dignity — efficiency, while acting with generating meaningful where every individual is valued, urgency to seize opportunities and employment, and contributing and diversity is celebrated. overcome challenges. time and talent to uplift the communities we serve. Collaborating with purpose: Upholding integrity: Adhering to Balancing individual freedom uncompromising ethical standards with a collective commitment to and taking full responsibility for our building a resilient, mission-driven actions and decisions. organization. Our legacy of engineering partnerships and progress Established in the early 1960s by joint venture, rebranding it as Divgi Mr. Ramrao Divgi and Mr. Bhaskar TorqTransfer Systems Limited. Divgi, the Divgi Group laid the Since then, the Company has foundation for a journey defined accelerated its technological by engineering excellence evolution, developing a diverse and strategic collaboration. In portfolio of advanced transmission September 1995, the Group solutions, including transfer cases, entered into a partnership with manual transmissions, dual-clutch BorgWarner, leading to th [Showing first 8,000 characters — download PDF for full document]