Subros Limited has issued a postal ballot notice to shareholders seeking approval for key board appointments, as the automotive components manufacturer moves to strengthen its leadership structure with nominees from its Japanese partner DENSO Corporation.

Director Appointments Proposed

The company has proposed two significant board appointments through ordinary resolutions. Mr. Naohisa Kuriyama (DIN: 10047865) is being appointed as Nominee Director of DENSO Corporation, Japan, while Mr. Tsunenobu Hori (DIN: 11488901) will serve as his Alternate Director, both positions effective from January 30, 2026.

E-Voting Timeline and Process

The remote e-voting process has been structured to ensure comprehensive shareholder participation. The voting period will commence on Wednesday, February 11, 2026 at 9.00 a.m. (IST) and conclude on Thursday, March 12, 2026 at 5.00 p.m. (IST). Results will be declared on or before Saturday, March 14, 2026 at 5.00 p.m.

Regulatory Compliance

The appointments align with SEBI Listing Regulations requirements, specifically Regulation 17(1C), which mandates shareholder approval for director appointments within three months or at the next general meeting, whichever is earlier. The company must obtain approval by April 29, 2026 to comply with regulatory timelines.

Leadership Profiles

Mr. Naohisa Kuriyama currently serves as Head of Thermal Management Systems Business Unit at DENSO Corporation, Japan, with responsibility for passenger vehicle segment product development. He graduated from Yokohama National University in Engineering in 1992 and brings extensive experience in air-conditioning systems and thermal group operations across global markets including North America, Europe, and China.

Mr. Tsunenobu Hori serves as CEO of DENSO India Region companies. His career began with DENSO Corporation in 1996 in the Spark Plug Engineering Division, followed by various technical and managerial positions at Toyota Motor Corporation from 2004. He has held leadership roles including Head of Motor Business Unit in 2021 and currently works in the Electric Sora Mobi Business Promotion Division as of 2025.

Voting Process and Shareholder Information

Shareholders can participate through NSDL's e-voting platform at www.evoting.nsdl.com . The postal ballot notice has been sent electronically to shareholders with registered email addresses. Physical copies are not being distributed in compliance with Ministry of Corporate Affairs circulars. Mr. Ravi Sharma (FCS 4468) from RSM & Co. has been appointed as Scrutinizer to oversee the voting process.

The Board of Directors, following recommendations from the Nomination and Remuneration Committee meetings held on January 28, 2026, has endorsed both appointments and recommends shareholders approve the ordinary resolutions.

Subros Limited announced its unaudited financial results for Q3FY26 ended December 31, 2025, demonstrating strong operational performance across key metrics. The thermal products manufacturer reported significant revenue growth and maintained healthy profitability despite facing exceptional charges related to new labour regulations.

Financial Performance Highlights

The company's financial performance for Q3FY26 showed robust growth across multiple parameters:

For the nine months ended December 31, 2025, revenue from operations reached Rs. 2,70,576 lakhs compared to Rs. 2,45,911 lakhs in the corresponding period last year, representing a growth of 10.00%. Net profit for the nine-month period stood at Rs. 11,609 lakhs versus Rs. 10,420 lakhs in the previous year.

EBITDA Performance Analysis

While EBITDA grew to Rs. 814M from Rs. 758M year-on-year, the EBITDA margin compressed to 8.59% from 9.24% in the corresponding quarter last year. This margin compression of 65 basis points reflects the impact of higher input costs and exceptional charges, despite strong revenue growth momentum.

Exceptional Items Impact

The company recorded an exceptional charge of Rs. 808 lakhs in Q3FY26 due to the implementation of new Labour Codes notified by the Government of India on November 21, 2025. This impact consists of gratuity provisions of Rs. 691 lakhs and leave encashment of Rs. 117 lakhs, primarily arising from changes in wage definition under the consolidated labour laws.

Strategic Capacity Expansion - Rs. 265 Crores Investment

The Board approved significant capacity expansion plans at the Karsanpura, Gujarat manufacturing facility with a total investment of approximately Rs. 265 crores:

Electric-Compressor Capacity Addition:

ICE-Compressor Expansion:

Leadership Changes

The company announced key changes in its Board composition with new nominee directors from DENSO Corporation, Japan. Mr. Yusuke Hara resigned as Nominee Director, and Mr. Naohisa Kuriyama was appointed as his replacement, effective January 30, 2026. Mr. Kuriyama serves as Head of Thermal Management Systems Business Unit at DENSO Corporation and brings extensive experience in air-conditioning systems development.

Simultaneously, Mr. Tsunenobu Hori was appointed as Alternate Director to Mr. Kuriyama. Mr. Hori currently serves as CEO of DENSO India Region companies and has over two decades of experience with DENSO Corporation and Toyota Motor Corporation. Both appointments are subject to shareholder approval through a postal ballot process.

Operational Metrics

The company's cost structure remained well-managed during the quarter. Cost of materials consumed was Rs. 69,698 lakhs in Q3FY26 compared to Rs. 59,159 lakhs in Q3FY25. Employee benefits expense increased to Rs. 8,981 lakhs from Rs. 7,912 lakhs in the corresponding quarter last year, reflecting business growth and regulatory changes.

Other income for the quarter included Rs. 64 lakhs from government grants under the Gujarat Incentive to Industries Scheme. The company maintained its focus on thermal products as its single business segment, continuing to strengthen its market position in automotive air-conditioning systems.