Disa India Ltd

AGM details

• Date, time, and mode: August 12, 2026, 2:30 PM, through VC.
• Shareholder participation: 35 shareholders via VC/OAVM.

Key resolutions

• Resolution 1 (Ordinary): Adoption of audited financial statements; passed (99.99% in favour, 0.01% against).
• Resolution 2 (Ordinary): Final dividend of Rs 200 per equity share; passed (99.99% in favour, 0.01% against).
• Resolution 3 (Ordinary): Re-appoint director retiring by rotation (Ms. Fila Hartvig Plathe Tennesen).
• Resolution 4 (Special): Appoint Lokesh Saxena as MD & CEO.
• Resolution 5 (Ordinary): Ratify remuneration of Cost Auditors.
• Resolution 6 (Ordinary): Approve Material Related Party Transactions with DISA Industries A/S, Denmark.

Voting results by resolution

• All resolutions passed with 99.99% in favour, 0.01% against; no invalid votes.
• No notable dissent beyond the minority votes.

Dividend

• Final dividend of Rs 200 per equity share approved.

Material related party transactions

• Counterparty: DISA Industries A/S, Denmark; FY 2026-27; value not disclosed.

AGM details

• Held on Aug 12, 2026 at 2:30 PM IST via Video Conferencing.

Ordinary resolutions

• Adoption of Audited financial statements for the year ended Mar 31, 2026.
• Declaration of final dividend of Rs 200 per equity share for FY 2025-26.
• Re-appointment of Ms. Ulla Hartvig Plathe Tønnesen as Director (retired by rotation).

Special resolutions

• Re-appointment of Lokesh Saxena as MD & CEO for three years (Jun 21, 2026–Jun 20, 2029).
• Ratification of remuneration of Cost Auditors for the year ended Mar 31, 2026.
• Approval of material related party transactions with DISA Industries A/S, Denmark for FY 2026-27.

Voting status

• Voting results and Scrutinizer’s Report to be filed within two working days; not disclosed here.

Management attendees

• Meeting chaired by Ms. Deepa Hingorani; 35 members attended via VC.

Financial results approved

• Unaudited Standalone results approved for quarter ended 30 June 2026.
• Unaudited Consolidated results approved for quarter ended 30 June 2026.
• Audit Committee reviewed results on Aug 11, 2026; Board approved Aug 12, 2026.

Registered office relocation

• Registered office moved within Bengaluru; effective 15 September 2026.

Auditors, regulatory disclosures and operational highlights

• Labour Codes impact; Rs 35.1 million exceptional item recognized.
• Limited Review Reports issued for standalone results.
• Limited Review Reports issued for consolidated results.
• No material misstatement identified.
• Order backlog as of 30 June 2026: Rs 2,760 million.

Meeting Details

• Date: August 12, 2026.
• Time: Not disclosed.
• Location: Not disclosed.

Key Agenda Items

• Unaudited standalone and consolidated financial results for the quarter ended June 30, 2026.

Other Notes

• No other material items disclosed in this intimation.

Overview

• Foundry equipment manufacturer; standalone reporting; part of the Norican Group.
• Tumkur plant uses wind energy; CSR initiatives include scholarships and tree planting.
• Primary customers are foundries; manufacturing complies with ISO 9001/14001/45001.
• Reporting boundary: Standalone; FY2025-26 scope included in Annual Report.

Key ESG Risks & Opportunities

• EV adoption deemed an opportunity; growth in aluminum business encouraged.
• Wind energy at Tumkur reduces power costs.
• Cybersecurity risk due to digital transactions; mitigations include IT audits.
• Workforce changes and safer environment expected to reduce attrition.
• Labor safety risk addressed by safety training and board oversight.
• Geopolitical risk mitigated by diversified exports.
• Greener product demand may require upgrades to meet customer needs.
• Supply chain disruptions mitigated by vendor diversification.

Governance & Policy Highlights

• Board-approved ethics, transparency, human rights, and product responsibility policies.
• MD oversees sustainability; Risk Management Committee monitors initiatives.
• ISO certifications: 9001:2015, 14001:2015, 45001:2018.
• One whistleblower complaint in 2025-26; addressed; SEBI warning acknowledged.
• No external policy assessment; internal audits underpin governance.

Social Responsibility & Workforce

• Total workforce 198; 186 male and 12 female.
• CSR scholarships awarded: 501 in 2025-26; about 4,888 beneficiaries to date.
• CSR spend: Rs 11.26 million.
• In-house EHS team; annual health checks; safety training; aim zero incidents.
• Whistleblower mechanism in place; commitment to diverse, inclusive workplace.

Environmental Performance

• Total energy consumption ~4,191 GJ; renewable share ~9.5%.
• Wind energy at Tumkur since March 2024 reduces non-renewable use.
• Total GHG emissions (Scope 1+2) ~794 tCO2e.
• Water withdrawal 4,174 KL; third-party water source.
• Waste total ~231.78 MT; hazardous waste 3.93 MT; plastics 1.05 MT; incineration 0.66 MT.
• Certifications: ISO 9001/14001/45001; LED lighting upgrades.

Stakeholder Engagement & Complaints

• Stakeholders include shareholders, communities, investors, employees, vendors, customers; engagement via email/website.
• Whistleblower and other grievance mechanisms publicly accessible; policy references provided online.
• One whistleblower complaint in FY2025-26; resolution pending.

Other Notable Metrics

• Turnover: Rs 4,246.97 million; Net worth: Rs 3,019.26 million.
• CSR spend: Rs 11.26 million; scholarships funded; total beneficiaries ~4,888.
• Investments in related parties: Rs 44.0 million.
• Data privacy framework maintained via Norican group policies.

AGM Details

• Date/time: August 12, 2026, 2:30 PM IST, via Video Conferencing.
• Mode: Video Conferencing/Other Audio-Visual Means.
• Record date: August 5, 2026.
• Register of Members closed: August 6-12, 2026.

Ordinary Business

• Adoption of audited financial statements and reports.
• Final dividend proposed: Rs 200 per equity share.
• Re-appointment of Ms. Ulla Hartvig Plathe Tønnesen (retiring by rotation).

Special Business

• Re-appoint Lokesh Saxena as MD & CEO for 3 years (2026-2029).
• Subject to approvals and terms as recommended by the Board.
• Ratify Cost Auditors' remuneration.
• Approve RPTs with DISA Industries A/S up to Rs 1,200 million for FY2026-27.

Financial performance

• Revenue from operations: Rs 4,247.0 million, up 10% YoY.
• PAT: Rs 539.2 million; EPS Rs 370.79.
• PBT: Rs 726.8 million; current tax Rs 187.9 million, deferred Rs 0.3 million.
• Final dividend proposed: Rs 200 per equity share (2000%).

Dividend & capital allocation

• Dividend tax withheld at source as per IT rules; DTAA benefits considered.
• No transfer to general reserve; dividend payout aligned with policy.

Growth and strategy

• New Tumkur manufacturing facility commenced to boost capacity and efficiency.
• OEM/Services expansion: DISA Flex, SIMPSON, Wheelabrator; MONITIZER deployed broadly.
• Norican Group support and ongoing investments in technology and capabilities.

Governance & board changes

• Muralidharan Angadu Mohanakrishnan appointed Independent Director (Jan 28, 2026).
• Anders Wilhjelm resigned (Feb 28, 2026).
• Ulla Hartvig Plathe Tønnesen eligible for reappointment.
• Lokesh Saxena reappointed MD & CEO for 2026-29, subject to shareholder approval; NRC terms.
• Board size 7 with independent directors majority.

Related party transactions

• Material RPTs with DISA Industries A/S, Denmark; aggregate limit Rs 1,200 million for FY26-27.
• Audit Committee omnibus approvals; RPT Policy on company website.
• Past three-year related party transactions with DISA group total Rs 648.0 million (~31% of consolidated turnover).
• RPT disclosures in Annexure-C; approvals obtained.

ESG and CSR highlights

• CSR spend Rs 11.3 million; scholarships to 501 Karnataka students; total beneficiaries 4,888.
• 2,000 trees planted in 2025-26; total 6,000 trees over four years.
• Wind energy used at Tumkur since Mar 2024; energy intensity 1.91; GHG 794.41 tCO2e.
• Water withdrawal 4,174 KL; water intensity 0.00 per turnover; POSH complaints nil in 2025-26; one whistleblower complaint (2025-26) under review.
• CSR policy and programs disclosed on company website.

Risk, internal controls & audit

• Internal controls robust; Protiviti India to continue as Internal Auditors for 2026-27.
• Secretarial audit by GDR & Partners LLP; Corporate Governance reports issued.
• Revenue recognition near year-end flagged as a key audit matter; controls tested.

Subsidiaries & group structure

• Wholly owned subsidiary: Bhadra Castalloy Private Limited; operations ceased Feb 28, 2025.
• BCPL 100% owned; subsidiary revenue Rs 4.0 million; loss Rs 3.0 million for year.
• No other subsidiaries or joint ventures; group includes Norican affiliates.

Dematerialisation processing and listing status

• Registrar and transfer agent confirmed processing of all dematerialisation requests during the period.
• Securities dematerialised have been listed on the stock exchanges where existing securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification, with depository name substituted within 15 days.