Shanthi Gears Limited , a leading manufacturer of gears and gear boxes, has announced a postal ballot to seek shareholder approval for two significant proposals. The company is reaching out to its shareholders for e-voting on these matters from August 19, 2025, to September 17, 2025.

Appointment of New Independent Director

The first proposal seeks approval for the appointment of Ms. Aruna Thangaraj as a Non-Executive Independent Director of the company. If approved, Ms. Thangaraj will serve a five-year term from July 30, 2025, to July 29, 2030.

Ms. Thangaraj brings a wealth of experience to the board. She is currently the Managing Director of AGT Electronics Limited and holds directorships in other prominent companies, including Elgi Equipments Limited and Tidel Park Coimbatore. With a background in electronics engineering and advanced degrees from universities in the United States, Ms. Thangaraj has been instrumental in the growth of AGT's digital marketing division over the past 11 years.

Chairman's Remuneration

The second proposal on the ballot concerns the remuneration of the company's Non-Executive Chairman, Mr. M A M Arunachalam. Shareholders are being asked to approve a commission of Rs. 1.00 crore for Mr. Arunachalam for the financial year 2024-25. This amount exceeds 50% of the total remuneration payable to all other Non-Executive Directors of the company.

The Board of Directors has justified this remuneration based on Mr. Arunachalam's significant role in guiding the company's growth and business development. His contributions include developing business relationships, identifying growth opportunities, and providing direction to the senior management team.

Voting Process and Timeline

Shanthi Gears has engaged the services of National Securities Depository Limited (NSDL) to provide remote e-voting facilities to its shareholders. The e-voting period will commence on August 19, 2025, at 9:00 AM IST and conclude on September 17, 2025, at 5:00 PM IST.

Mr. M.D. Selvaraj, Managing Partner of MDS & Associates LLP, has been appointed as the scrutinizer to oversee the voting process. The results of the postal ballot will be announced by September 19, 2025.

These proposals reflect Shanthi Gears' commitment to strengthening its board with diverse expertise and recognizing the contributions of its leadership. Shareholders are encouraged to participate in the e-voting process to have their say in these important corporate decisions.

Shanthi Gears Limited (SGL), a subsidiary of Tube Investments of India Limited, has reported a mixed set of financial results for the quarter ended June 30, showcasing resilience in profitability despite a slight decline in revenue.

Financial Performance

The company recorded revenue of ₹134.89 crores, compared to ₹138.82 crores in the same quarter last year, marking a slight decrease. However, profitability showed improvement:

• Profit Before Tax (PBT) increased by 6% to ₹30.62 crores from ₹28.95 crores in the previous year's corresponding quarter.
• Profit After Tax (PAT) grew by 5% year-over-year.

Shanthi Gears demonstrated strong operational efficiency:

• Achieved a Return on Invested Capital (ROIC) of 49%.
• Generated free cash flow of ₹26.10 crores, up 24% year-over-year.

Key Highlights

• New orders worth ₹145.00 crores were booked during the quarter.
• Unexecuted order book stood at ₹249.00 crores as of June 30.

Management Changes

In a significant board-level change, Shanthi Gears announced the following:

• Ms. Soundara Kumar completed her tenure as Non-Executive & Independent Director after serving two consecutive five-year terms.
• Ms. Aruna Thangaraj was appointed as Additional Director and Independent Director for a five-year term from July 30 to July 29, 2030, subject to shareholder approval.
• Ms. Thangaraj is the Managing Director of AGT Electronics Limited and holds engineering qualifications from REC Trichy and universities in the US.

Outlook

While the company faced a slight dip in revenue, the improved profitability and strong order book suggest a positive outlook. Shanthi Gears continues to focus on key financial metrics:

1. Revenue
2. Profitability
3. Return on Invested Capital (ROIC)
4. Free Cash Flow (FCF)

The company's ability to improve profitability and cash flow generation in a challenging environment demonstrates its operational resilience and effective management strategies. With a robust order book and strategic focus on key financial metrics, Shanthi Gears appears well-positioned to navigate the current market conditions.

Investors and stakeholders will be watching closely to see if the company can maintain this momentum and potentially return to revenue growth in the coming quarters while continuing to improve its bottom line.