Directors Report of Divgi Torqtransfer Systems Ltd.

Mar 31, 2024

The Directors are pleased to present the 59^th Annual Report of Divgi TorqTransfer Systems Limited ("Your Company /the Company") along with the Audited Financial Statements for the financial year ended March 31,2024.

1. KEY FINANCIAL HIGHLIGHTS (Standalone):

(Rs. in Millions)
Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from Operation	2534.24	2,710.43
Other Income	195.59	76.24
Total Income	2729.83	2,786.67
Expenses excluding Finance Cost and Depreciation & Amortization Expenses	2003.56	1,965.69
Profit for the year before Interest, Depreciation & Amortization	726.27	820.98
Finance Cost	4.07	2.82
Depreciation & Amortization Expenses	186.88	129.85
Profit for the year before exceptional items and tax	535.32	688.31
Exceptional Items	-	-
Profit before Tax	535.32	688.31
Tax Expenses
â¢ Provision for Income Tax	116.25	21.72
â¢ Deferred Tax	176.87	(0.18)
Profit for the Year	397.35	511.62
Earnings Per Share
â¢ Basic	12.99	12.99
â¢ Diluted	18.45	18.45
The above-mentioned figures are extracted from Financial Statements prepared in accordance with the Indian accounting standards (IND AS).

The following table summarizes the Company''s revenues across product lines:
Particulars	Financial Year	Financial Year
	2023-24	2022-23
Transfer Cases	1622.12	1969.64
Automatic Locking Hubs	36.08	66.14
Transmission components	734.57	544.28
Other Operating Revenue	41.79	38.94
Sales of tools	99.69	91.42
Other Income	195.60	76.24
Total Revenue	2729.84	2786.67

Overview of the Financial Year:

The Board is pleased to inform you that the affairs of your Company are running smoothly and are in compliance with all the applicable laws and regulations.

Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), is separately set out and forms part of this Annual Report.

3. UTILIZATION OF IPO PROCEEDS:

Issue size = H412.12 crores OFS portion = H180.0 crores Net proceeds = H169.60 crores

During the year under report, the Company has utilized the IPO proceeds as follows:

SR. No	Quarter	Amount Utilized (H in Crores)
1.	1^st April 2023 to 30^th June 2023	4.250
2.	1^st July 2023 to 30^th September 2023	11.975
3.	1^st October 2023 to 31^st December 2023	4.711
4.	1^st January 2024 to 31^st March 2024	18.893
	Total	39.829

4. DIVIDEND:

Your Directors are pleased to recommend dividend of H2.60 per equity share of face value of H5.00 each as Final Dividend out of the profits of the Financial Year ended March 31,2024, for approval by the shareholders at the ensuing Annual General Meeting of the Company (AGM). The Dividend Distribution Policy is available on the website of the Company https://divgi-tts.com/wp-content/uploads/2023/03X7.-Policy-on-Dividend-Distribution.pdf

5. TRANSFER TO RESERVES:

We do not propose to transfer any amount to General Reserves during the financial year ended March 31,2024.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year ended March 31,2024, there was no change in the nature of the Company''s business.

7. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There has been no material change and commitment affecting the financial position of your Company which has occurred between end of financial year to which the financial statements relate and the date of this Report.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees and investments made by the Company under Section 186 of the Act during the period under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered into by the Company during the financial year under review with related parties were on an arm''s length basis and were in the ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report. All Related Party Transactions ("RPTs") are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee has been obtained for the RPTs which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. The details of such transactions were placed before the Audit Committee for noting/review on quarterly basis. Further all Related Party Transactions are being approved only by members of the Audit Committee who are Independent Directors.

The information for Related Party Transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is enclosed as ''Annexure A'' to this Report. Your attention is drawn to the Related Party disclosures set out in Note no. 34, of the Standalone Financial Statements.

Your Company has already adopted a Policy for dealing with Related Party Transactions which is subject to review and revision by the Audit Committee and Board. The policy on Related Party Transaction as approved by the Board has been displayed on the Company''s website at https://divgi-tts.com/policies-and-code-of-conduct/

11. DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF INITIAL PUBLIC ISSUE (IPO), IF ANY:

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated March 06, 2023, in respect of the IPO of the Company.

12. SHARE CAPITAL:

There was no change in the authorized share capital of the Company during the year under review.

The current Authorized Capital of the Company is H20,00,00,000/- (Rupees Twenty Crores Only) divided into 40,000,000 Equity shares of H5.00/- each.

The issued, subscribed and paid-up capital of the Company as on March 31, 2024 was H15,29,14,635 (Rupees Fifteen Crores Twenty nine lakh Fourteen thousand six hundred and thirty-five only) consisting of 3,05,82,927 equity shares of H5.00 each.

13. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and associate company during the year under review.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

Your Company has an optimum combination of executive as well as non-executive Directors in compliance with Regulation 17 of the Listing Regulations as amended from time to time.

BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2024:

Sr. No.	Name	Designation	Category
1	Mr. Praveen Purushottam Kadle	Chairperson	Independent Director
2	Mr. Pradip Vasant Dubhashi	Director	Independent Director
3	Mr. Pundalik Dinkar Kudva	Director	Independent Director
4	Ms. Geeta Prafullachandra Tolia	Director	Independent Director
5	Mr. Jitendra Bhaskar Divgi	Managing Director	Executive Director
6	Mr. Hirendra Bhaskar Divgi	Whole Time Director	Executive Director
7	Mr. Sanjay Bhalchandra Divgi	Director	Non- Executive, Non- Independent Director
8	Mr. Bharat Bhalchandra Divgi	Director	Non- Executive, Non- Independent Director

CHANGES DURING THE PERIOD UNDER REVIEW APPOINTMENTS:

â¢ Directors liable to retire by rotation:

As per the provisions of the Act, Mr. Sanjay Bhalchandra Divgi (DIN: 00471465), Non-Executive NonIndependent Director and Mr. Bharat Bhalchandra Divgi (DIN: 00471587) Non-Executive Non-Independent Director, are liable to retire at the ensuing Annual General Meeting ("AGM"), being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends their reappointment.

RESIGNATIONS:

Mr. Ajay Bhaskar Limaye (DIN: 02762738) resigned from the position of Nominee Director of the Company w.e.f. July 11,2023.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of Act, following are the Key Managerial Personnel of the Company:

Sr. No.	Name	Designation
1	Mr. Jitendra Bhaskar Divgi	Managing Director
2	Mr. Hirendra Bhaskar Divgi	Whole Time Director
3	Mr. Sudhir Sridhar Mirjankar	Chief Financial Officer
4	Mr. Dipak Annasaheb Vani	Chief Operating Officer
5	CS Sanika Surendra Nirgude	Company Secretary & Compliance Officer

CHANGES DURING THE PERIOD UNDER REVIEW

During the year under review there were following changes in the Key Managerial Personnel of the Company:

Â¦ CS Sanika Nirgude was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. July 01,2023 pursuant to casual vacancy caused due to resignation of erstwhile Company Secretary and Compliance Officer, Mr. Satish Chandrashekhar Kadrolli.

Â¦ Mr. Dipak Vani was appointed as the Chief Operating Officer of the Company w.e.f. November 01,2023.

16. DETAILS OF BOARD MEETINGS:

The Board met six (06) times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Act/ the Listing Regulations.

17. COMMITTEES OF THE BOARD:

As of March 31, 2024, the Board had 6 (six) committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and the Independent Directors'' Committee.

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance that forms part of this Report.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

As a practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the manufacturing facilities of the Company and interact with members of Senior Management as part of the induction programme. The Senior Management makes presentations giving an overview of the Company''s strategy, operations, products, markets, group structure, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management. Further details about familiarization program for directors are provided in the Corporate Governance Report that forms part of this Annual Report.

19. CONTRIBUTION OF INDEPENDENT DIRECTORS TO THE GROWTH OF THE COMPANY:

The Board of Directors of your Company strategically comprises of Independent Directors who add value to the Company. The Company has been fortunate in having talented and experienced people as Independent Directors on its Board. All the Independent Directors have expertise and integrity and have earned vast experience and reputation in the industry. Our Independent Directors are experts in Business Operations, Finance, Information Technology, Commercial Laws, Corporate Governance, Audit and Human Resources. This expertise helps the Board to ensure that Company is at par with the global benchmarks in terms of ethics, corporate governance, best industry practices and transparency. In addition, their wealth of experience in the corporate world ensures that the company benefits significantly from their advice.

20. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received necessary declarations from each of the Independent Directors as required under Section 149(7) of the Act and regulation 25(8) of Listing Regulations, that he / she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

The Independent Directors have also given a declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.

21. BOARD EVALUATION:

Annual performance evaluation of the Board of Directors, its committees and all the Directors individually were done in accordance with the performance evaluation framework adopted by the Company and a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation.

Pursuant to the provisions of the Companies Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance of the Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board Committees (iii) performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors (iv) assess the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that is necessary for the Board of Directors to perform its duties effectively and reasonably. The Board of Directors expressed satisfaction with the evaluation process.

22. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Your Company has adopted the Guidelines on Board Effectiveness ("Governance Guidelines" or "guidelines") which inter-alia cover the criteria for determining qualifications, attributes and independence of a director. The details of the Policy are stated in the Corporate Governance Report.

23. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate governance. It believes in adherence to good corporate practices, implement policies and guidelines, and develop a culture of the best management practices and compliance with the law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Regulation are complied with. As per Regulation 34(3) Read with Schedule V of the Listing Regulations, a separate section on corporate governance, together with a certificate from the Company''s Secretarial Auditors, forms a part of this Report.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated February 08, 2019, all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of financial year. Such report shall be submitted by a Company Secretary in practice to the Company in the prescribed format.

The Company has received this report from CS Vinayak Khanvalkar, Partner - M/s. Kanj & Co. LLP, Company Secretaries, Pune for the financial year ended March 31, 2024 and the same has been submitted to the Stock Exchanges within the stipulated timeframe. Copy of the said report is available on the website of BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com and also on the Company''s website www.divgi-tts.com.

25. ANNUAL RETURN:

As per the requirement of Section 92(3) read with section 134(3)(a) of the Act, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: https://divgi-tts.com/general-meeting/

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

a. Transfer of unclaimed Dividend to IEPF

During the year, Company has not transferred any unclaimed Dividend to IEPF since there is no unclaimed/ unpaid dividend with the Company.

b. Transfer of shares to IEPF

During the year, Company has not transferred any shares to IEPF since there are no shares eligible to be transferred to IEPF as per section 124 and 125 of the Companies Act, 2013

27. AUDITORS:

a. Statutory Auditors

Pursuant to provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. B. K. Khare & Co., Chartered Accountants, Pune (Firm Registration No. 105102W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 57^th AGM of the Company held on July 20, 2022 until the conclusion of 62^nd Annual General Meeting of the Company.

Further, the Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force).

The Independent Auditors'' Report for the financial year 2023-2024 on the financial statement of the Company is unmodified i.e. it does not contain any qualifications, reservations or adverse remarks. The observations of the Statutory Auditors in their Report are self-explanatory and therefore Directors don''t have any further comments to offer on the same. The Auditors'' Report is enclosed with the financial statements forming part of this annual report.

b. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Kanj & Co. LLP, Company Secretaries, Pune for conducting the Secretarial Audit of the Company for the financial year 2023-24.

The Report of the Secretarial Audit is annexed herewith as an ''Annexure B'' to this Report.

Pursuant to recent amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20, 2018, a certificate from Kanj & Co. LLP, Company Secretaries, Pune that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.

c. Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee, M/s. Pricewaterhouse Coopers Pvt. Ltd were appointed by the Board of Directors in their meeting held on May 18, 2023 to conduct internal audit reviews of the Company for the Financial Year 2023-2024. The Internal Auditor functionally reports to the Audit Committee to ensure independence of the Internal Audit function. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

d. Cost records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, none of the Statutory Auditors, Internal Auditors, the Secretarial Auditors have reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed by the Company or against your Company by its officers or employees, the details of which would need to be mentioned in the Boards'' report.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor and Internal Auditor in their respective report.

The Secretarial Auditor has reported the following observations:

1. There was a delay in filing certain e-forms with the Registrar of Companies, Pune, during the year under report.

Management Response- The late filing of forms was due to technical issues faced on the portal of Ministry of Corporate Affairs. Implemented corrective measures to avoid such delays and the forms are now initiated for filing much before the due date.

2. The Company needs to strengthen compliance with secretarial standards including circulation of draft minutes to the Board of Directors after the meeting.

Management Response- Implemented corrective measures and the Minutes are now first circulated to the respective Chairperson for comments and then circulated to the Committee/Board within statutory timeline.

3. There was a delay of 4 minutes in communicating the outcome in pdf form and a delay of 22 minutes in communicating the outcome in xml form when reporting to NSE.

Management Response- The delay in XBRL format of the outcome of meeting was mainly due to connectivity / technical issues for which the company sought the help of stock exchanges and the issue was resolved

4. There was a delay in reporting the proceedings of the Annual General Meeting held on 31^st July 2023 for the financial year 2022-2023 to the Stock Exchanges.

Management Response- The delay was due to inadvertence and without any mala fide intention. No query was received from the stock exchanges on the said delay

5. The profile of the directors retiring by rotation and being reappointed was not provided to the shareholders.

Management Response- Since the reappointment of directors retiring by rotation pertained to the Managing Director and Whole-Time director of the Company, the same was not provided. However, the profile of the Independent Director for continuing the Directorship beyond 75 years of age was duly provided.

30. INTERNAL FINANCIAL CONTROLS:

The Company has established a robust system of internal controls to ensure that assets are safeguarded, and transactions are appropriately authorized, recorded, and reported. The framework within the Company ensures the orderly and efficient conduct of business, which includes adherence to policies, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal control systems of the Company are adequate considering the nature of its business, size and complexity. The controls have been documented, digitized, and embedded in the business process. Assurance on the effectiveness is obtained through management reviews, controls self-assessment and periodic reporting of the in-house team that evaluates and provides assurance of its adequacy and effectiveness. The controls are also tested by the internal and statutory auditors during their audits.

The Statutory Auditors of the Company have expressed their opinion on adequacy of internal financial control with reference to financial statements for the year under review and operating effectiveness of such controls.

31. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has constituted Risk Management Committee which periodically assesses risk elements in the internal and external environment, along with the cost of treating such risk elements and incorporates risk treatment plans in its strategy, business and operational plans; the details of the Risk Management Committee are included in the Corporate Governance Report which forms an integral part of this report. As of the date of this report, the Company does not foresee any critical risk, which threatens its existence. Further Company has also formulated the Policy on Risk Management which can be accessed from the website https://divgi-tts.com/policies-and-code-of-conduct/

32. PARTICULARS OF EMPLOYEES:

Statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of H1 crore 2 lakhs or more, or employed for part of the year and in receipt of H8.5 lakhs or more a month, and other employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as ''Annexure C-Part A''.

The ratio of the remuneration of each director to the median employee''s remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as ''Annexure C-Part B!

33. DIRECTORS & OFFICERS INSURANCE POLICY

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 forms part of this Report and is annexed herewith as ''Annexure D''.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Securities and Exchange Board of India (''SEBI''), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report (''BRR'') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from Financial Year 2022-23 onwards.

The BRSR disclosures form a part of this Integrated Annual Report is annexed to this Report as ''Annexure E''.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is compliant with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of CSR were applicable to your Company during the financial year under review, and accordingly your Company has formulated a CSR policy according to which the Board of Directors of the Company at regular intervals do monitor and review the CSR activities that are being taken up by the Company. Your Company believes in the principle of building a sustainable society and contributing to the long-term social welfare of the society.

In compliance of Section 135 of the Act read with CSR Rules as amended and applicable from time to time, detailed Annual Report on CSR Activities undertaken by the Company during the year is given as ''Annexure F! The CSR Policy is disclosed on the website of the Company https://divgi-ttS''Com/policies-and-code-of-conduct/

37. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has set up vigil mechanism viz. Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their genuine concerns, unethical behavior, actual or suspected fraud, irregularities or violation of Company''s Code of Conduct, if any, noticed by them in the Company, which could adversely affect company''s operations. This mechanism also provides safeguards against victimization of employees, who avail themselves of the mechanism and provides direct access to the Chairperson of the Audit Committee. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company at https://divgi-ttS''Com/policies-and-code-of-conduct/

All Directors and employees have access to the Chairperson of the Audit Committee. The policy with the name and address of Chairperson of the Audit Committee has been circulated to the employees. Further no personnel have been denied access to the Audit Committee during the period under review. The vigil mechanism is overseen by the Audit Committee and your Company is happy to inform you that during the year, there have been no Complaints received by the Audit Committee.

38. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at workplace, in line of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secure. The company has not received any complaints during the financial year 2023-24.

39. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

During the financial year under review, your Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year, your Company has not initiated one time settlement with the Banks or Financial Institutions and therefore no details are required to be furnished.

41. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Act with respect to Directors'' Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on going concern basis;

v. they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. ACKNOWLEDGEMENT:

Your Directors wish to convey their gratitude and place on record their appreciation for all employees, workers and all the stakeholders of the Company at all levels for their hard work, dedication, solidarity, commitment during the year. Your directors sincerely convey their appreciation and gratitude for all the co-operation extended by government authorities, regulators, customers, shareholders, bankers, business associates and investors and all other stakeholders.

Mar 31, 2023

Your Directors are pleased to present the 58^th Annual Report of Divgi TorqTransfer Systems Limited ("Your Company /the Company") along with the Audited Financial Statements for the financial year ended March 31,2023.

1. KEY FINANCIAL HIGHLIGHTS (STANDALONE):

Particulars	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operation	2,710.43	2,337.77
Other Income	76.24	80.97
Total Income	2,786.67	2,418.74
Expenses excluding Finance Cost and Depreciation & Amortization Expenses	1,965.69	1681.64
Profit for the year before Interest, Depreciation & Amortization	820.98	737.10
Finance Cost	2.82	1.66
Depreciation & Amortization Expenses	129.85	113.91
Profit for the year before exceptional items and tax	688.31	621.53
Exceptional Items	-	-
Profit before Tax	688.31	621.53
Tax Expenses
â¢ Provision for Income Tax	176.87	162.30
â¢ Deferred Tax	(0.18)	(2.28)
Profit for the Year	510.00	462.60
Earnings Per Share
â¢ Basic	18.45	16.76
â¢ Diluted	18.45	16.76

The above-mentioned figures are extracted from Financial Statements prepared in accordance with the Indian accounting standards (IND AS).

2. FINANCIAL AND OPERATIONS PERFORMANCE AND STATE OF AFFAIRS:

The following table summarizes the Company''s revenues across product lines:		(H in millions)
Particulars	Financial Year 2022-23	Financial Year 2021-22
Transfer Cases	1969.65	1,531.80
Automatic Locking Hubs	66.14	50.90
Transmission components	544.28	668.10
Other Operating Revenue	38.94	54.70
Sales of tools	91.42	32.27
Other Income	76.24	80.97
Total Revenue	2786.67	2418.74

Other income= Interest income Rental income vendor liability no longer required written back gain on foreign exchange fluctuation (net) profit on sale of fixed assets (net) miscellenaous income.

The year concluded with revenue reaching H278.67Cr, an increase from H241.87Cr in the previous year. This growth in sales revenue was primarily driven by a significant expansion of our proprietary transfer case business with TATA, Mahindra.

Your company strategically enhanced its capacity to gain the trust of prospective customers for large orders and recruited top technology talent and upgraded the equipments. Your company proactively approached customers in Russia, China, Korea and the US, showcasing expertise in providing superior transmission systems.

Your company has created a broad-based organization that covers four segments - manual transmission, automatic transmission, 4-wheel drive and EV transmission, supporting these verticals is a well-rounded ecosystem comprising engineering, testing laboratory, manufacturing metallurgical and heat treatment. The result is that Your Company is not just a product fabricator; but a one-stop transmission system solutions provider.

Sales and marketing team of your Company expanded into markets such as Russia, United States, France, China, Korea, Thailand and the defence sector in India and overseas. Meanwhile, our product engineering and development team achieved numerous record-breaking innovations, resulting in award-winning best-in-class product lines. These include manual transmissions, AWD transfer cases and torque couplers, EV transmissions and dual-clutch transmissions.

Sourcing and global supply management team plays a crucial role in acquiring technology, driving product development and strengthening our competitive advantage. They effectively manage a global supply base, navigating complex cultural dynamics and demonstrating exceptional commercial acumen. Their expertise aligns with the requirements of product development and manufacturing operations.

In a significant achievement, our strategic sourcing leadership team secured an exclusive technology transfer agreement with Hofer Powertrain of Stuttgart, Germany, for dual clutch automatic transmissions. This pathbreaking agreement further enhances our technological capabilities and reinforces our commitment to innovation.

The HR and organizational development team made significant progress. Their dedicated efforts to enhance employee engagement resulted in a commendable 78.99% score in the Gallup Employee Engagement Survey. The ongoing deployment of our Product Leadership Competency Model is yielding encouraging outcomes. HR and OD closely collaborate with our management systems group to advance our overall competency in enhancing product leadership.

Our management systems function persistently works towards integrating our tools and systems to create a cohesive capability that surpasses the sum of its parts. We prioritize compliance with international standards like IATF 16949, ISO 14000, and ISO 45000 to ensure the overall well-being and sustainability of our enterprise.

Our listing has enhanced credibility; the absence of debt on our books will make it possible to raise net worth (should we need); we will commission our third plant - India''s largest dedicated to EV transmission systems -during the current financial year.

Your company intends to double revenues by 2024-25, the growth being derived from the transfer case business from MG Motors (customer added in 2021-22) and electric vehicle business with Tata Motors starting FY 2023-24.

Your company is making steady progress towards realizing its vision of establishing a globally recognized brand that instills a sense of pride in India, both for its remarkable accomplishments and the economic prosperity it generates for all its stakeholders.

The Board is pleased to inform you that the affairs of your Company are running smoothly and are in compliance with all the applicable laws and regulations.

Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

3. IMPACT OF GEOPOLITICAL INSTABILITY

The ongoing war in Ukraine and subsequent economic sanctions imposed on Russia have significantly impacted our business operations and exports to Russia, including manual transmissions and 4WD transfer cases. Similarly, strained relations between India and China due to conflicts in Eastern Ladakh have also affected our prospects in the Chinese automotive industry. Local authorities in China are pressuring customers to prioritize self-reliance and local supply chains, leading to disruptions in our supplies to China.

However, despite these challenges, we remain engaged in constructive dialogues with Chinese customers to explore alternative opportunities within the enormous Chinese automotive market. Additionally, our sales and marketing office in Cologne, Germany presents significant growth prospects in Europe, which will help offset the decline in our Russian business.

Furthermore, the impact of the Ukraine war and associated supply chain disruptions has had a profound effect on the European auto industry''s ability to transition from an Internal Combustion System (ICS) regime to Battery Electric Vehicle (BEV) technology. This is compounded by the "China Plus One" sourcing model, which puts pressure on European and American Original Equipment Manufacturers (OEMs) and Tier-1 suppliers. We believe these circumstances will create new opportunities for us in the European automotive industry.

4. Dividend:

Your Directors are pleased to recommend dividend of H3.35 per equity share of face value of H5.00 each as Final Dividend out of the profits of the Financial Year ended March 31,2023, for approval by the shareholders at the ensuing Annual General Meeting of the Company (AGM). The Dividend Distribution Policy is available on the website of the Company https://divgi-tts.com/wp-content/uploads/2023/03X7.-Policy-on-Dividend-Distribution.pdf

5. TRANSFER TO RESERVES:

We do not propose to transfer any amount to General Reserves during the financial year ended March 31,2023.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year ended March 31,2023, there was no change in the nature of the Company''s business.

7. PUBLIC DEPOSITS:

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees and investments made by the Company under Section 186 of the Act during the period under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered into by the Company during the financial year under review with related parties were on an arm''s length basis and were in the ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report. All Related Party Transactions ("RPTs") are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Further pursuant to listing of shares of Company with effect from March 14, 2023, details of such transactions were placed before the Audit Committee for noting/review on quarterly basis. Further all Related Party Transactions are being approved only by members of the Audit Committee who are Independent Directors.

11. INITIAL PUBLIC OFFERING:

During the financial year ended March 31, 2023 the Company had made an Initial Public Offering (IPO) of 69,85,090 equity shares of H5.00 each at a price of H590.00 per share (including a Share premium of H585.00) comprising of a fresh issue of 30,50,847 equity shares and an Offer For Sale (OFS) of 39,34,243 equity shares by selling shareholders. Total Proceeds received by the Company pursuant to the IPO aggregates to H180 Crores by way of fresh issue of equity shares to the public.

The Offer was subscribed to the extent of 5.40 times (excluding the Anchor Investor Portion) as per the bid books of NSE and BSE after removing all rejections. The Board remains grateful to all investors for their overwhelming response to the IPO.

The shares of the Company have been listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) w.e.f. March 14, 2023. The Company''s shares are compulsorily traded in dematerialized form.

As of March 31,2023, 100% Shares of the Company are held in demat form.

The listing fees for the year 2023-24 have been paid to both BSE as well as NSE.

12. DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF INITIAL PUBLIC ISSUE (IPO), IF ANY:

13. SHARE CAPITAL:

There was no change in the authorized share capital of the Company during the year under review.

The current Authorized Capital of the Company is H20,00,00,000/- (Rupees Twenty Crores Only) divided into 40,000,000 Equity shares of H5.00/- each.

After introduction of Initial Public Offer as mentioned above, the issued, subscribed and paid-up capital of the Company as on March 31,2023 is H15,29,14,635 (Rupees Fifteen Crores Twenty nine lakh Fourteen thousand six hundred and thirty-five only) consisting of 3,05,82,927 equity shares of H5.00 each.

14. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and associate company during the year under review.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

Your Company has an optimum combination of executive as well as non-executive Directors in compliance with Regulation 17 of the Listing Regulations as amended from time to time.

Board of Directors of the Company as on March 31, 2023:

Sr. No.	Name	Designation	Category
1	Mr. Praveen Purushottam Kadle	Chairperson	Independent Director
2	Mr. Pradip Vasant Dubhashi	Director	Independent Director
3	Mr. Pundalik Dinkar Kudva	Director	Independent Director
4	Ms. Geeta Prafullachandra Tolia	Director	Independent Director
5	Mr. Jitendra Bhaskar Divgi	Managing Director	Executive Director
6	Mr. Hirendra Bhaskar Divgi	Whole Time Director	Executive Director
7	Mr. Ajay Bhaskar Limaye	Nominee Director	Non-Executive Director
8	Mr. Sanjay Bhalchandra Divgi	Director	Non- Executive, Non- Independent Director
9	Mr. Bharat Bhalchandra Divgi	Director	Non- Executive, Non- Independent Director

CHANGES DURING THE PERIOD UNDER REVIEW

During the year under review, below changes took place in the composition of Board of the Company: APPOINTMENTS:

Â¦ Appointment of Independent Directors:

Â» Mr. Praveen Purushottam Kadle, Mr. Pradip Vasant Dubhashi and Mr. Pundalik Dinkar Kudva were appointed as Independent Directors of the Company w.e.f June 10, 2022.

Â» Ms. Geeta Prafullachandra Tolia was appointed as Independent Director of the Company w.e.f June 10, 2022.

Â¦ Re-appointment of Executive Director:

Â» Mr. Jitendra Bhaskar Divgi was re-appointed as Managing Director for the period of 5 years w.e.f. June 10,2022.

Â» Mr. Hirendra Bhaskar Divgi was re-appointed as Whole-time Director for the period of 5 years w.e.f. June 10, 2022.

Â¦ Re-appointment of Non-Executive, Non- Independent Directors:

Â» Mr. Bharat Bhalchandra Divgi and Mr. Sanjay Bhalchandra Divgi were appointed as Non- Executive, Non- Independent Director of the Company w.e.f. June 10, 2022.

Â¦ Director liable to retire by rotation:

As per the provisions of the Act, Mr. Jitendra Bhaskar Divgi (DIN: 00471531) and Mr. Hirendra Bhaskar Divgi (DIN: 01634431) Whole-Time Director, are liable to retire at the ensuing Annual General Meeting ("AGM"), being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends their reappointment.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of Act, following are the Key Managerial Personnel of the Company:

Sr. No.	Name	Category
1	Mr. Jitendra Bhaskar Divgi	Managing Director
2	Mr. Hirendra Bhaskar Divgi	Whole Time Director
3	Mr. Sudhir Shridhar Mirjankar	Chief Financial Officer
4	Mr. Satish Chandrashekhar Kadrolli	Company Secretary & Compliance Officer

CHANGES DURING THE PERIOD UNDER REVIEW

During the year under review there was following changes in the Key Managerial Personnel of the Company:

Â¦ Mr. Jitendra Bhaskar Divgi was re-appointed as Managing Director for the period of 5 years w.e.f. June 10, 2022.

Â¦ Mr. Hirendra Bhaskar Divgi was re-appointed as Whole-time Director for the period of 5 years w.e.f. June 10, 2022.

Â¦ Mr. Sudhir Shridhar Mirjankar was appointed as Chief Financial Officer of the Company w.e.f. June 10, 2022.

Â¦ Mr. Satish Chandrashekhar Kadrolli was appointed as Company Secretary & Compliance Officer of the Company w.e.f. September 05, 2022 pursuant to casual vacancy caused due to resignation of erstwhile Company Secretary and Compliance Officer Ms. Meenal Deshpande.

17. DETAILS OF BOARD MEETINGS:

The Board met twelve (12) times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Act/ the Listing Regulations.

18. COMMITTEES OF THE BOARD:

As of March 31, 2023, the Board had 7 (Seven) committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Independent Directors'' Committee and the IPO Committee.

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance that forms part of this Report.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

20. CONTRIBUTION OF INDEPENDENT DIRECTORS TO THE GROWTH OF THE COMPANY:

The Board of Directors of your Company strategically comprises of Independent Directors which adds value to the Company. The Board has been fortunate in getting very talented and experienced persons as Independent Directors. All the Independent Directors have expertise and integrity and have earned vast experience and reputation in the industry. Our Independent Directors are experts in Business Operations, Finance, Information Technology, Commercial Laws, Corporate Governance, Audit and Human Resources. This expertise helps the Board to ensure that Company is at par with the global benchmarks in terms of ethics, corporate governance, best industry practices and transparency. In addition, their wealth of experience in the corporate world ensures that the company benefits significantly from their advice.

21. DECLARATION BY INDEPENDENT DIRECTORS:

22. BOARD EVALUATION:

Board of Directors to perform its duties effectively and reasonably. The Board of Directors expressed satisfaction with the evaluation process.

23. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

24. CORPORATE GOVERNANCE:

25. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated February 08, 2019, all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of financial year. Such report shall be submitted by Company Secretary in practice to the Company in the prescribed format.

Your Company has received such report from CS Vinayak Khanvalkar, Partner - M/s. Kanj & Co. LLP, Company Secretaries, Pune for the financial year ended March 31, 2023 and the same is being submitted to the Stock Exchanges within the stipulated timeframe. Copy of the said report would be available on BSE website www. bseindia.com and on NSE Website i.e. www.nseindia.com also on the Company''s website i.e. www.divgi-tts. com.

26. ANNUAL RETURN:

As per the requirement of Section 92(3) read with section 134(3)(a) of the Act, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: https://divgi-tts.com/general-meeting/

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

a. Transfer of unclaimed Dividend to IEPF

During the year, Company has not transferred any unclaimed Dividend to IEPF since there is no unclaimed/ unpaid dividend with the Company.

b. Transfer of shares to IEPF

During the year, Company has not transferred any shares to IEPF since there are no shares eligible to be transferred to IEPF as per section 124 and 125 of the Companies Act, 2013

28. AUDITORS:

a. Statutory Auditors

Pursuant to provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. B. K. Khare & Co., Chartered Accountants, Pune (Firm Registration No. 105102W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 57^th AGM of the Company held on July 20, 2023 until the conclusion of 62^nd Annual General Meeting of the Company.

Further, the Statutory Auditors of the Company have not reported any fraud as specified under the second

proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force).

The Independent Auditors'' Report for the financial year 2022-2023 on the financial statement of the Company is unmodified i.e it does not contain any qualifications, reservations or adverse remarks. The observations of the Statutory Auditors in their Report are self-explanatory and therefore Directors don''t have any further comments to offer on the same. The Auditors'' Report is enclosed with the financial statements forming part of this annual report.

b. Secretarial Auditors

The Report of the Secretarial Audit is annexed herewith as an ''Annexure B'' to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their audit report for the year ended March 31,2023.

c. Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee, M/s. Pricewaterhouse Coopers Pvt. Ltd were appointed by the Board of Directors in their meeting held on January 10, 2023 to conduct internal audit reviews of the Company for the Financial Year 2022-2023. The Internal Auditor functionally reports to the Audit Committee to ensure independence of the Internal Audit function. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

d. Cost records and Cost Audit:

29. REPORTING OF FRAUDS BY AUDITORS:

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor, Secretarial Auditor as well as Internal Auditor in their respective report.

31. INTERNAL FINANCIAL CONTROLS:

The Company has established a robust system of internal controls to ensure that assets are safeguarded, and transactions are appropriately authorised, recorded, and reported. The framework within the Company ensures the orderly and efficient conduct of business, which includes adherence to policies, prevention and detection of

frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

also tested by the internal and statutory auditors during their audits.

32. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has constituted Risk Management Committee which periodically assesses risk elements in the internal and external environment, along with the cost of treating such risk elements and incorporates risk treatment plans in its strategy, business and operational plans; the details of the Risk Management Committee are included in the Corporate Governance Report which forms integral part of this report. As of the date of this report, the Company does not foresee any critical risk, which threatens its existence. Further Company has also formulated the Policy on Risk Management which can be accessed from the website https://divgi-tts.com/wp-content/uploads/2023/03/17.-Risk-Management-Policy.pdf

33. PARTICULARS OF EMPLOYEES:

34. DIRECTORS & OFFICERS INSURANCE POLICY

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Securities and Exchange Board of India (''SEBI''), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report (''BRR'') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from Financial Year 2022-23 onwards.

The BRSR disclosures forming a part of this Integrated Annual Report is annexed to this Report as ''Annexure E

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is compliant with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions of CSR were applicable to your Company during the financial year under review, and accordingly your Company has formulated CSR policy according to which the Board of Directors of the Company at regular intervals do monitor and review the CSR activities that are being taken up by the Company. Your Company believes in the principle of building a Sustainable Society and contributing to the long-term social welfare of the society.

In Compliance of Section 135 of the Act read with CSR Rules as amended and applicable from time to time, Detailed Annual Report on CSR Activities undertaken by the Company during the year is given as ''Annexure F. Company''s updated CSR Policy is disclosed on the website of the Company https://divgi-tts.com/wp-content/ uploads/2023/03/11.-CSR-policy.pdf

38. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

39. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

40. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

During the financial year under review, your Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year, your Company has not initiated one time settlement with the Banks or Financial Institutions and therefore no details are required to be furnished.

42. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Act with respect to Directors'' Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

iv. they have prepared the annual accounts on going concern basis;

v. they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

43. ACKNOWLEDGEMENT:

For and on behalf of the Board of Directors DIVGI TORQTRANSFER SYSTEMS LIMITED

Praveen Kadle Jitendra Divgi

Chairperson Managing Director

DIN:00016814 DIN:00471531

Place: Mumbai Place: Pune

Date: June 29, 2023 Date: June 29, 2023

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article