Shanthi Gears Limited appointed Mr. Sudhir R as its Chief Financial Officer effective June 4, 2026. The decision was taken during a board meeting held on the same day, following recommendations from the Nomination and Remuneration Committee and approval from the Audit Committee. The appointment aims to strengthen the company's financial leadership as it continues its operations.

Mr. Sudhir R is a qualified Chartered Accountant with two decades of experience in finance, treasury, business transformation, IPOs, M&A, and operational leadership across diversified business sectors. He previously served as the Chief Financial Officer of Revathi Equipment Limited and has worked with organizations including Arvind Limited, GOGO International Private Limited, and SA Rawther Spices Private Limited.

Authorized Key Managerial Persons

Pursuant to Regulation 30(5) of the SEBI Listing Regulations, the company authorized specific Key Managerial Persons (KMP) to determine materiality of events and make disclosures to stock exchanges. The authorization is effective from June 4, 2026.

The board meeting commenced at 04.20 P.M. and concluded at 04.55 P.M. on June 4, 2026. Walter Vasanth P J, Company Secretary & Compliance Officer, signed the disclosure on behalf of Shanthi Gears Limited.

Shanthi Gears Limited, a subsidiary of Tube Investments of India Limited (TII), had its Board of Directors approve the audited financial results for the quarter and year ended 31 March 2026 at its meeting held on 5 May 2026. The statutory audit was conducted by M/s. MSKA & Associates, Chartered Accountants, who issued an unmodified opinion on the standalone financial results. The company's main business is the manufacture of Gearboxes and Gear Products, with no separate reportable segments as per Ind AS 108. Subsequently, the company informed the exchanges that the Extract of Audited Financial Results was published in Dinamani (Thamizh) and Business Line (English) newspapers on 6 May 2026, pursuant to Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Performance: FY26 and Q4 FY26

For the full financial year ended 31 March 2026, Shanthi Gears recorded revenue from operations of ₹518.72 crores, a 14% de-growth compared to ₹604.62 crores in FY25, attributed to lower order inflow in H1 and schedule deferment by customers. Total income for FY26 stood at ₹538.35 crores against ₹619.28 crores in the previous year. Profit before tax (PBT) for FY26 was ₹102.70 crores, reflecting a 21% de-growth over the previous year's ₹130.09 crores, primarily on account of lower revenue. The company achieved a Return on Invested Capital (ROIC) of 39% and Free Cash Flow of ₹29.83 crores during the financial year.

For Q4 FY26, revenue from operations came in at 1.35B Rupees compared to 1.5B Rupees in Q4 FY25. EBITDA for the quarter stood at 238M Rupees versus 309M Rupees in the same period last year, with the EBITDA margin contracting to 17.7% from 20.2% year-on-year. Standalone net profit for Q4 FY26 was 163M Rupees against 225M Rupees in Q4 FY25, reflecting the impact of lower revenue and margin pressure during the quarter.

The following table summarises the key financial metrics for the quarter and year ended 31 March 2026:

Q4 EBITDA Performance

The table below highlights the key profitability metrics for Q4 FY26 on a year-on-year basis:

Exceptional Items: New Labour Code Impact

The financial results include an exceptional item pertaining to the statutory impact of the new Labour Code. On 21 November 2025, the Government of India notified four Labour Codes consolidating 29 existing labour laws. The company assessed the incremental impact based on actuarial valuation, resulting in a provision for defined benefit obligations of ₹3.22 crores for Q4 FY26 and ₹4.78 crores for the full year FY26, presented as "Statutory impact of new labour code" under Exceptional Items. The company continues to monitor the finalisation of Central/State Rules and related government clarifications.

Balance Sheet and Cash Flow Highlights

As at 31 March 2026, total assets stood at ₹555.59 crores compared to ₹504.32 crores as at 31 March 2025. Total equity increased to ₹440.06 crores from ₹402.99 crores, supported by other equity of ₹432.39 crores. Net cash flow from operating activities for FY26 was ₹70.10 crores against ₹90.87 crores in FY25, while net cash used in investing activities was ₹45.30 crores, reflecting capital expenditure of ₹52.98 crores. Cash and cash equivalents at the end of FY26 stood at ₹1.33 crores compared to ₹15.00 crores at the beginning of the year.

Record Order Booking and Dividend Announcement

Shanthi Gears achieved its highest-ever order booking of ₹178 crores in Q4 FY26, representing 89% growth over Q4 FY25. The unexecuted order book as on 31 March 2026 stood at ₹349 crores. The Board of Directors recommended a final dividend of ₹2 per equity share of ₹1 each for FY26. Together with the interim dividend of ₹3 per share paid on 20 February 2026, the total dividend for FY2025-26 amounts to ₹5 per share. The final dividend, subject to shareholder approval at the 53rd Annual General Meeting scheduled for 29 July 2026, will be paid on or before 27 August 2026. The record date for determining eligible members is 17 July 2025.

Board-Level Changes

The board meeting also noted several governance developments. Mr. L Ramkumar (DIN: 00090089) retired as Non-Executive & Independent Director on completion of his term by 6 May 2026. In his place, the Board appointed Mr. K Ilango (DIN: 00124115) as Additional Director designated as Non-Executive & Independent Director for a term of five years from 5 May 2026 to 4 July 2031, subject to shareholder approval. Mr. K Ilango holds a Bachelor's degree in Engineering with nearly three decades of experience in the manufacture of Auto Components. He is the Managing Director of RSM Autokast Private Limited, Coimbatore, and also holds directorships in Pricol Limited, Rajshree Sugars & Chemicals Limited, KKR Securities Private Limited, Codissia Industrial Infrastructure Upgradation Services, Tamil Nadu Electricity Consumers' Association, and Pricol Asia Pte Limited. It is confirmed that Mr. K Ilango is not debarred from holding the office of Director by virtue of any SEBI Order or any other authority. Additionally, Mr. Suresh P L, Head – Technology, will be stepping down effective the closing hours of 13 June 2026 to pursue career prospects outside the company.