Divgi TorqTransfer Systems Files ICRA Monitoring Agency Report for IPO Proceeds Utilization for Quarter Ended March 31, 2026

Divgi TorqTransfer Systems Limited has submitted its Monitoring Agency Report to BSE Limited and the National Stock Exchange of India Limited for the quarter ended March 31, 2026, pursuant to Regulation 41(4) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report was prepared by ICRA Limited, the designated monitoring agency, and filed by Company Secretary and Compliance Officer Aniket Kokane on May 13, 2026.

IPO Issue Overview

The company's Initial Public Offer opened on March 01, 2023, and closed on March 03, 2023, covering equity shares of the auto components and equipment sector issuer. The key issue parameters are summarised below:

Parameter: Details Issue Type: Initial Public Offer Securities Type: Equity Shares Total Issue Size: INR 412.120 Crore OFS Portion: INR 412.120 Crore Excluding OFS Portion: INR 180.000 Crore Net Proceeds (as per Prospectus): INR 168.434 Crore Revised Net Proceeds (as at March 31, 2026): INR 169.662 Crore

The revised net proceeds of INR 169.662 Crore reflect lower-than-estimated issue-related expenses, resulting in an upward revision of INR 1.228 Crore to the General Corporate Purpose allocation.

No Material Deviation Confirmed

ICRA Limited confirmed that there is no material deviation in the utilization of the IPO proceeds relative to the objects disclosed in the offer document. The monitoring agency noted that all utilization is in line with the disclosures in the offer document, the means of finance for the disclosed objects have not changed, and no major deviation was observed compared to earlier monitoring agency reports. No government or statutory approvals were pending, and no favorable or unfavorable events materially affecting the viability of the objects were reported.

Progress in Utilization of IPO Proceeds

The following table details the progress in utilization of IPO proceeds as at the quarter ended March 31, 2026:

Item Head: Amount as Proposed [Rs. Crore] Utilized at Beginning of Quarter [Rs. Crore] Utilized During Quarter [Rs. Crore] Utilized at End of Quarter [Rs. Crore] Unutilized Amount [Rs. Crore] Capital Expenditure for Equipment/Machinery: 150.707 70.593 7.372 77.965 72.742 General Corporate Purposes: 18.955 18.834 0.120 18.954 0.001 Total: 169.662 89.427 7.492 96.919 72.743

ICRA noted that the company took reimbursement of INR 2.900 Crore for capital expenditure incurred earlier from its internal accruals. The General Corporate Purpose revision reflects the actual offer-related expenditure being lower than estimated by INR 1.228 Crore.

Deployment of Unutilized Proceeds

The unutilized IPO proceeds have been deployed in fixed deposits with SBI Bank and HDFC Bank, as certified by A.R Sulakhe & Company, Chartered Accountant. The details of these deployments as at March 31, 2026 are as follows:

Instrument & Entity: Amount Invested [Rs. Crore] Maturity Date Earnings [Rs. Crore] Return on Investment Market Value [Rs. Crore] Fixed Deposit – SBI Bank: 9.864 June 15, 2026 0.606 6.90% 10.470 Fixed Deposit – SBI Bank: 26.861 September 13, 2026 0.942 6.45% 27.803 Fixed Deposit – SBI Bank: 53.414 April 09, 2026 3.975 7.61% 57.389 Fixed Deposit – HDFC Bank: 2.213 April 05, 2026 0.156 7.15% 2.369 Fixed Deposit – HDFC Bank: 0.500 June 23, 2027 0.009 6.45% 0.509 Balance in Monitoring A/c: 0.747 — — — 0.747 Total: 93.599 — 5.688 — 99.287

The additional unutilized amount of INR 20.856 Crore pertains to interest income, net of withdrawals.

Implementation Timeline and General Corporate Purpose Utilization

For the capital expenditure object, project timelines have been impacted by supplier lead times driven by the complexity of advanced equipment and machinery configurations, as well as extended negotiation cycles amid macroeconomic uncertainties, resulting in a delay of 24 months depending on actual usage. Out of the INR 114.587 Crore planned for FY25, the company spent INR 41.845 Crore, with the balance to be spent in FY27.

For General Corporate Purposes, out of INR 18.955 Crore, the company has spent INR 18.954 Crore, with the remaining balance of INR 0.001 Crore to be spent in FY27. The most recent utilization under this head during Q4FY26 comprised a purchase of a multi-gauging unit for export components amounting to INR 0.120 Crore, bringing the cumulative General Corporate Purpose spend to INR 18.954 Crore (Grand Total A+B+C).

Divgi TorqTransfer Systems Limited has submitted its mandatory regulatory disclosure to stock exchanges, confirming that the company does not meet the criteria for classification as a Large Corporate Entity for the financial year 2026-27.

Regulatory Compliance Disclosure

The company filed the initial disclosure with both BSE Limited and National Stock Exchange of India Limited on April 17, 2026. This submission fulfills the regulatory requirement under SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, which mandates companies to declare their Large Corporate Entity status at the beginning of each financial year.

Parameter Details Filing Date April 17, 2026 Reference Number DTTS/Sec/26-27/02 Applicable FY 2026-27 SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144 Circular Date November 26, 2018

Large Corporate Entity Classification

Divgi TorqTransfer Systems Limited specifically stated that it does not fall under the Large Corporate Entity criteria as outlined in paragraph 2.2 of the referenced SEBI circular. The Large Corporate Entity framework was introduced by SEBI to enhance corporate governance standards and impose additional compliance requirements on larger companies based on specific financial and operational thresholds.

Corporate Information and Authorization

The disclosure was digitally signed by Aniket Kokane, Company Secretary and Compliance Officer, bearing membership number A51571. The company, incorporated under CIN L32201MH1964PLC013085, is headquartered at 75, General Block, MIDC, Bhosari, Pune 411 026.

Exchange Details Information BSE Scrip Code 543812 NSE Scrip Code DIVGIITTS Company Secretary Aniket Kokane Membership Number A51571

This regulatory filing ensures transparency and compliance with SEBI's disclosure requirements, providing clarity to investors and stakeholders regarding the company's regulatory classification for the current financial year.

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