The Hi-Tech Gears Ltd

CIRP status and developments

• Interim stay on CIRP remains in effect; next hearing fixed for September 25, 2026.
• NCLAT order dated August 20, 2026 uploaded; Ack no 13986263.
• Hearing on August 17, 2026 could not proceed due to paucity of time.

Financial highlights

• Standalone turnover: 6,486.50 million; standalone PAT: 330.54 million.
• Consolidated turnover: 9,084.25 million; consolidated PAT: 209.79 million.
• Export turnover standalone: 1,732.26 million; 25.98% of standalone turnover.
• Final dividend recommended: Rs 4.00 per equity share (40%).
• Share capital increased to Rs 188.13 million after SIP grant of 20,330 shares.
• Standalone EBITDA margin: 12.90%; net profit margin: 4.96%.
• No interim dividend declared for FY2025-26.

Dividend & capital actions

• Final dividend of Rs 4 per share (40%) recommended.
• Interim dividend for 2025-26: none.
• Dividend payout timing: final payout expected in late Oct 2026.
• TDS on dividend to be deducted per Finance Act; PAN/KYC details advised.

Governance & leadership changes

• Vishal Seth appointed Non-Executive Independent Director from 25 Apr 2025.
• Vijay Mathur appointed Whole-Time Director & KMP from 24 Jul 2025.
• Ramakrishnan Ramanathan appointed Independent Director from 24 Jul 2025.
• Girish Narang and Sameer Gupta resigned on 24 Apr 2025 and 20 Jun 2025.
• Rajiv Batra proposed for reappointment as Independent Director for 2026-31.
• Continuation of 75+ age rule for Bidadi Anjani Kumar as NED-NI.

Subsidiaries & related parties

• Material subsidiaries: 2545887 Ontario Inc. (Canada) and The Hi-Tech Gears Canada Inc.
• Outstanding loan to 2545887 Ontario Inc.: Rs 80.18 million as of 31 Mar 2026.
• Related party transactions are arm's length; omnibus approvals obtained; disclosures in notes.
• Stock Incentive Plan: 20,330 equity shares allotted under THGL SIP 2021.

Audit, controls & ESG

• Statutory auditors: M/s YAPL & Co; Secretarial: M/s PG & Associates.
• Internal auditors: Grant Thornton Bharat LLP; IFC monitored by Audit Committee; no material weaknesses.
• IEPF: 1,611 equity shares transferred to IEPF; dividends transferred as per rules.
• Secretarial audit: no qualification; SS-1/SS-2 compliance reported.

Risks, outlook & strategy

• Industry outlook: Indian auto sector grew 7.7% in FY2025-26; EV transition ongoing.
• Risks: geopolitics, commodity price volatility, supply chains, semiconductor availability.
• Company focus: margin recovery via cost control; expand EV components and advanced transmission.
• Outlook: FY2026-27 positive; leverage Make in India and Semicon initiatives for growth.

AGM Details

• AGM date/time: 22 Sep 2026, 5:00 PM IST; mode: VC/OAVM and physical at registered office.

Record Date

• Record date for dividend and e-voting: 15 Sep 2026.

Key Resolutions

• Ordinary: adopt Standalone and Consolidated financial statements for the year ended March 31, 2026.
• Ordinary: declare final dividend of Rs 4 per share (40%).
• Ordinary: re-appoint Mr. Bidadi Anjani Kumar as Non-Executive Non-Independent Director.
• Ordinary: re-appoint Mr. Kawal Jain as Non-Executive Non-Independent Director.
• Ordinary: remuneration of Cost Auditor for 2026-27 up to Rs 1,25,000.
• Special: continuation of Mr. Rajiv Batra as Independent Director for a second five-year term.
• Special: continuation of Mr. Bidadi Anjani Kumar as Non-Executive Non-Independent beyond 75.

CIRP status and hearing

• NCLAT continues interim stay on CIRP per April 20, 2026 order.
• Hearing on August 17, 2026 could not proceed; next date September 25, 2026.
• Interim stay on CIRP remains in effect.
• Order notes hybrid-mode hearing; copies uploaded for records.

Key dates and entitlements

• Record Date: 15 September 2026 for dividend of Rs 4 per equity share (40% payout), if approved.
• Cut-off Date: 15 September 2026 to determine AGM voting eligibility.
• Dividend is subject to approval at the 40th AGM.
• Security: equity shares.