Tube Investments of India Limited has increased its equity stake in Shanthi Gears to 73.16%. The acquisition involved the purchase of 20,64,713 shares through a block deal executed on August 21, 2026.

The move represents a 2.69% increase in the promoter’s holding relative to the total voting capital. Tube Investments filed the disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with both the National Stock Exchange and BSE Limited.

Transaction Details

Shareholding Structure

Prior to this transaction, Tube Investments held 5,40,57,475 shares, constituting 70.46% of the total share capital. Following the acquisition, its total holding stands at 5,61,22,188 shares.

The total equity share capital of Shanthi Gears remained unchanged at 7,67,15,853 shares before and after the transaction. There were no encumbrances, pledges, or convertible securities involved in this specific acquisition.

Promoter Group Disclosure

The filing identifies Tube Investments as part of the promoter group. The disclosure lists numerous entities within the Murugappa Group as persons acting in concert or part of the promoter group, though the filing explicitly states that these entities are not acting in concert with the acquirer for the purpose of this specific acquisition. No other persons acting in concert were reported for this transaction.

Shanthi Gears Limited shareholders approved all seven resolutions at its 53rd Annual General Meeting (AGM) held on July 29, 2026, including a final dividend of ₹2 per share and key board composition changes. The meeting, conducted via Video Conferencing/Other Audio Visual Means (VC/OAVM), saw an overall participation rate of 82.25% of outstanding shares, with promoters voting in favor of every resolution. The results confirm strong shareholder backing for the company’s governance structure and capital distribution policy for FY26.

In compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company disclosed the detailed voting outcomes on July 30, 2026. Mr. R Sridharan of R. Sridharan & Associates served as the Scrutinizer, verifying the votes cast through remote e-voting via National Securities Depository Limited (NSDL) between July 26 and July 28, 2026, and during the AGM session. The record date for the meeting was July 22, 2026, with 29,221 shareholders eligible to vote.

Voting Results by Resolution

The most significant outcome was the declaration of a final dividend of ₹2 per equity share, bringing the total payout for FY26 to ₹5 per share when combined with the interim dividend of ₹3 per share already paid. This resolution received 99.9999% support from polled votes, with only 54 votes cast against it out of over 63 million shares voted.

Board Composition and Governance

Shareholders re-appointed Mr. Mukesh Ahuja as a Non-Executive Director, who was retiring by rotation. His re-appointment received 99.9988% support, with minimal opposition from public non-institutional shareholders. Additionally, the company appointed Mr. K Ilango as an Independent Director for a five-year term commencing May 5, 2026. This special resolution passed with nearly unanimous support, receiving 100% of the votes polled.

The Board also secured consent for long-term remuneration structures. A special resolution approving commissions for Non-Executive Directors spanning FY26 to FY30 passed with 99.9927% support. Another special resolution regarding the payment of commission to Chairman M A M Arunachalam for FY26 saw slightly higher dissent, passing with 96.3167% support. This resolution was noted as one where the promoter group was interested, yet it still achieved the requisite three-to-one majority required for special resolutions.

What the Numbers Show

The high level of promoter participation, with 99.9864% of their holdings voted, underscores management’s confidence in the agenda items. The near-unanimous approval of the dividend and board appointments suggests stable shareholder relations. However, the 3.68% opposition to the Chairman’s commission highlights specific areas of shareholder scrutiny, though it did not impede the resolution’s passage. The seamless execution of the VC/OAVM process, facilitated by NSDL, reflects the company’s adherence to modern corporate governance standards post-pandemic.