Your Directors are pleased to present the 60^th Annual Report of Divgi TorqTransfer Systems Limited ("Your Company
/the Company") along with the Audited Financial Statements for the financial year ended March 31,2025.

1. KEY FINANCIAL HIGHLIGHTS (Standalone):

Financial Highlights: (H in millions)

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:

Revenue Mix - Product-wise FY25 vs FY24

Revenue Mix - Geography-wise FY25 vs FY24

The following table summarizes the Company's revenues across product lines:

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 Report 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:

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 31,2025, 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/2023/03/7.-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 31,2025.

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

During the Financial year ended March 31,2025, 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 Director

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, 2025 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.

KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Key Managerial Personnel of the Company. In terms
of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

Directors liable to retire by rotation:

As per the provisions of the Act, Mr. Jitendra Bhaskar Divgi (DIN: 00471531), Managing Director 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.

Changes in Composition of Key Managerial Personnel After Year-End

During the year under review, Ms. Sanika Nirgude, Company Secretary and Compliance Officer of the Company,
tendered her resignation on March 01, 2025, and was subsequently relieved from her responsibilities at the
close of business hours on May 31,2025.

Subsequently, Mr. Aniket Kokane was appointed as the Company Secretary and Compliance Officer of the
Company with effect from June 01,2025.

16. DETAILS OF BOARD MEETINGS:

The Board met five (05) 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, 2025, 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
Repor 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 was
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 Regulations 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, 2025 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 2024-2025 on the financial statements 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 2024-25.

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 24, 2024 to conduct internal
audit reviews of the Company for the Financial Year 2024-2025. 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 following observation:

1. There was a delay in filing Form MGT-14 with the Registrar Of Companies for Appointment of Secretarial
Auditor for FY 2024-2025.

Management Response: Due to certain technical issues with MCA portal which were beyond the control of
the Company.

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 and its meetings 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/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 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 policy formulated by
the Company for prevention of sexual harassment is available on the website of the Company at https://divgi-
tts.com/policies-and-code-of-conduct/

The Company has complied with the provision relating to the constitution of Internal Committee under POSH,
2013. In the Board Meeting held on May 30, 2025, the Company had reconstituted the Internal Committee.

During the year under review, no complaint to sexual harassment at workplace has been received by the
Company. Following are the details of complaints received during the financial year 2024-25:

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 Financial 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. Maternity Benefit Act, 1961

During the year, the Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. Necessary facilities and benefits as prescribed under the Act have been extended
to eligible employees, ensuring their rights and welfare are safeguarded in accordance with the applicable
laws. The Company remains committed to maintaining a supportive and inclusive work environment for all its
eligible employees.

42. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on March 31,2025.

Male Employees : 254

Female Employees : 7

Transgender Employees : 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

43. 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.

44. 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.

For and on behalf of the Board of Directors
Divgi TorqTransfer Systems Limited

Praveen Kadle Jitendra Divgi

Date: August 07, 2025 Chairperson Managing Director

Place: Pune DIN: 00016814 DIN: 00471531