Record Profit, but Half the Revenue Doesn't Repeat
Divgi reported ₹137.1 Cr in revenue and ₹25.2 Cr in profit—both record highs. But the Indonesia order that drove the quarter is only 50% recurring. Beneath the headline beats lies stretched execution across five new product launches.
The Core Tension: One Record Quarter, Half of It Won't Repeat
Divgi's reported profit jumped 183% year-on-year and revenue hit an all-time ₹137.1 Cr. On paper, a blowout. In substance, a quarter shaped by a large, non-recurring customer order. The 70,000-unit Indonesia pickup truck program (for Tata and Mahindra's exports) delivered ₹76 Cr in transfer case revenue—53% of the total. Of those 70k units, only 30% (~21k) shipped in Q1. The rest will arrive across the remaining fiscal year and potentially spill into next year. And critically: management itself says only half this business has potential to recur. The other half is a one-time fill order, a springboard, not a revenue stream.
₹137.1 Cr
+91% YoY, +27% QoQ
₹76 Cr
53% of total; +93% YoY
~21k
30% of 70k order
~35k
50% of order
Management's Claims vs. What Holds Up
Revenue ₹142 Cr (CFO: ₹141.8 Cr)
Delivered ₹137.1 Cr (per BSE filing)
Slightly overstated (~3.6%)
85% year-on-year growth
Delivered 91.3% YoY
Understated (conservative framing)
EBITDA margins nearly 30%
29.4% actual
Supported
PAT margin 17.8%
17.8% actual
Exact match
Indonesia: 70k units primarily recurring business
Only 50% recurring; 30% delivered Q1
Contradicted — spun as recurring, half is one-off
EV transmission showing strong momentum
₹5.7 Cr Q1 (soft due to customer delays); PPAP approval only
Mixed — momentum masked by delays, forecast upgraded but unvalidated
The revenue discrepancy (₹142 stated, ₹137.1 delivered) is immaterial and likely reflects timing of accruals. More tellingly, management understated growth (claimed 85%, delivered 91.3%), suggesting a conservative posture on the call. The critical misalignment: the Indonesia order is positioned as 'recurring' but management's own caveat is that half is one-off. That framing choice matters—it shapes how observers read Q2–Q4 spillover risk.
What Changed Since the Prior Quarter
Indonesia: from RFQ to execution phase. 70k-unit order won and 30% delivered Q1; now managing spillover risk vs. prior calls focused on order-chasing stage.
EV transmission forecast upgraded from ₹7–8 Cr/quarter to ₹10–12 Cr/quarter, but based on geopolitical supply-shock (Iran war) and no new customer wins disclosed. Fragile uplift.
Automatic transmission timeline extended to H2 2028 earliest (8+ quarters out). Still in POC; no customer design wins. Complexity (250+ BoM vs. 80–90 for transfer cases) slowing progress.
₹1,000 Cr intermediate milestone articulated as 'first order of business' (exports ₹100–150 Cr + transfer cases ₹200–250 Cr + EV ₹100–150 Cr + manual ₹150–200 Cr). No timeline committed.
Project Mayflower: wholly-owned US subsidiary in Greenville, South Carolina, established Q1. $5M Phase-1 capex (directional); H2 2028 earliest construction, 2029 possible commissioning.
The Bull-Bear Ledger
Record profit (₹25.2 Cr, +183% YoY) and margin expansion (EBITDA 29.4%, +450 bps YoY) demonstrate operating leverage.
ROIC of 32% in Q1 signals capital efficiency and disciplined reinvestment (Mahindra benchmark: 18%).
Export business rebuilt to ₹92 Cr annualized (16% of Q1 revenue) from near-zero two years ago; all exclusive North American contracts signal differentiation.
Capacity modernization: 400 units/day (~120k/year) transfer case line under construction; assets at Shirwal and Sirsi well-positioned for scaling.
Multi-year catalyst richness: Indonesia spillover Q2–Q4, South Africa FY28, manual transmission beachhead FY28, automatic transmission H2 2028+, Korean EV order path-breaking if won.
Management tone confident but hedged ('historic crossroad' tempered with ₹1,000 Cr roadmap focus vs. ₹2,000 Cr aspiration). Credibility builder.
Indonesia order inflates Q1 and creates spillover risk. 50% non-recurring + 30% delivered = only 17.5k units of sustainable business in a ₹76 Cr revenue quarter.
Execution bandwidth stretched. MD acknowledged 'execution bandwidth what continues to preoccupy us.' Managing five product launches (manual, automatic, EV, transfer case expansion, exports) + global expansion + capacity modernization in parallel.
Automatic transmission pushed to H2 2028 (8+ quarters out). Still in POC stage; no customer design wins despite 'ready designs 10–150 kW.' Complexity and development risk understated.
EV transmission forecast upgrade (to ₹10–12 Cr/quarter) unvalidated. Based on Iran-war supply-shock and PPAP approval from Tata (one customer), not new orders. Geopolitical tail risk if macro normalizes.
Domestic 4WD market capped by geography (tropical climate, slow metro speeds). MD stated demand 'never be very significant.' Forces reliance on exports and product diversification—a fundamental growth constraint.
Customer concentration on Mahindra and Tata. Indonesia order is Tata + Mahindra exports. Loss of either would materially impact transfer case segment (53% of revenue).
Reported margin of 29.4% EBITDA likely inflated by one-off order leverage. Target sustainable margin 20–22% suggests 700–900 bps compression as growth normalizes.
Ranked Risks (by severity for a holder)
Indonesia spillover and execution risk
High70% of ₹76 Cr (₹53 Cr) order balance spread over FY27 + possible next year. Management notes 'OEM supply-chain constraints' and 'execution spillover possible into next FY.' Missed delivery = FY27 revenue miss and margin pressure.
Automatic transmission timeline and customer traction
HighH2 2028 earliest (8+ quarters out) with zero customer design wins disclosed. ₹300–400 Cr target requires sustained R&D capex and production capacity capex. If development slips or OEMs defer, entire growth narrative fractures.
Customer concentration (Mahindra + Tata)
HighIndonesia order driven by both. Transfer cases are 53% of revenue. Domestic 4WD market capped, forcing continued dependence on their export initiatives. Contractual loss of either would crater transfer case segment.
Margin sustainability amid product complexity
HighQ1 EBITDA margin 29.4% is inflated by one-off order leverage. Target 20–22% suggests material compression. Automatic transmission has 250+ BoM (vs. 80–90 for transfer cases); scaling complexity will pressure ROIC.
EV transmission forecast fragility
MediumUpgrade to ₹10–12 Cr/quarter based on Iran-war supply-shock and PPAP approval from Tata only. No new customer orders. Geopolitical de-escalation or customer testing delays could reverse gains. 'Tactically holds over next 3 quarters' per MD suggests time-bounded boost.
Execution bandwidth constraints
MediumMD explicitly flagged as preoccupying the leadership. Five simultaneous product launches + global expansion + capacity modernization = risk of quality slippage, missed milestones, or customer dissatisfaction at scale.
Valuation and technical extremes
MediumStock trading near all-time high (₹1318.8) at ₹1284.45. RSI 86.1 (overbought). Post-result pop (+14.45% day 1, +20.87% day 3) has held, but technical overextension leaves room for correction if guidance disappoints or Indonesia spillover materializes.
The Market's Verdict: Price Action and Positioning
The stock's reaction to the result is instructive. The day-1 pop of +14.45% held and extended to +20.87% by day 3, suggesting the market validated the reported numbers but is pricing in the optimistic narrative (multi-year growth, global expansion, ₹1,000+ Cr runway). The stock now trades at ₹1284.45, just -2.6% below its all-time high of ₹1318.8 and +123.89% off the 52-week low. It sits above all three key averages (SMA20 ₹1034.86, SMA50 ₹954.02, SMA200 ₹735.65). Volume trend is increasing. This is a stock in a strong uptrend with overbought technicals (RSI 86.1).
Ownership has remained stable: promoters 60.56%, DII 26.16%, FII 1.86% (minimal FII participation). Bulk deals over the past six months show modest activity (JunoMoneta, QE Securities, NRJN Family Trust trading around ₹980–1026 levels prior to the result run-up). No major promoter selling or insider liquidation near the highs—a neutral signal. The retail enthusiasm and technical overbought condition, however, suggest the market has discounted success across all five new product verticals and smooth Indonesia execution. Any disappointment (spillover delays, automatic transmission slippage, margin compression) could trigger a sharp correction given the valuation extremes.
The Debate
What to Watch Next (The Catalysts That Resolve the Debate)
1 · Indonesia spillover execution and recurring revenue mix (Q2–Q4 FY27)
How many of the remaining 49k units ship on schedule? Does management attribute any delays to Divgi capacity constraints or OEM supply-chain issues? The split between recurring and one-off will become clear as the year progresses. A clean handoff validates the 'springboard' narrative; delays or customer pushing orders into next FY negates the growth story.
2 · Automatic transmission customer design wins and timeline (FY27–FY28)
Zero customer wins disclosed to date despite 'ready designs 10–150 kW.' Next call should show at least one OEM design-win or credible RFQ stage engagement. Absent that, the H2 2028 timeline is at risk. Any delay beyond 2028 materially reduces the ₹1,000 Cr roadmap credibility.
3 · Reported EBITDA margin normalization and guidance (Q2 onwards)
Q1's 29.4% EBITDA margin is inflated by one-off order leverage. Watch for normalized 20–22% sustainable guidance in Q2. If margins compress faster (sub-20%) or management walks guidance down, it signals execution or competitive pressure headwinds.
The Single Number to Track
Adjusted EBITDA margin (ex- one-off leverage). Q1's 29.4% is a ceiling, not a floor. If Q2–Q4 sustain 20–22% as guided, the business is scaling efficiently and the ₹1,000 Cr roadmap is credible. If margins slip below 20%, it signals either execution drag (Indonesia spillover, product mix pressure) or competitive intensity—both of which would devalue the long-term optionality story. This one metric is the heartbeat of whether Divgi is a platform (20%+ sustainable margins) or a volume auto-supplier (14–17% industry average).
Divgi delivered a record quarter, but it is anchored to a non-recurring order with spotty delivery cadence. Beneath the headline beats lies a company juggling five simultaneous product launches and global expansion with acknowledged bandwidth constraints. Management is credible and candid, but the stock is trading at valuation extremes (near all-time high, RSI 86.1 overbought) that leave no room for the execution slips that typically accompany scaled diversification.
The long-term thesis—that Divgi is evolving from a niche transfer case supplier into an integrated automotive powerhouse—is plausible. The catalyst richness (South Africa, manual transmission, automatic transmission, EV, US expansion) is real. But near-term, the quarter reads as solid execution on a one-off order, not a structural inflection. Hold until automatic transmission shows customer traction or Indonesia spillover proves manageable. The honest read: step-change optionality, but execution risk and valuation warrant patience.
Record growth hampered by execution risk; Indonesia tailwind masks structural challenges
The verdict, the claims that held up, the sharpest analyst exchanges, and the risks — the earnings call, decoded from the transcript.
Hold
confidence 7/10
Grade B
No prior specific FY27 guidance to validate. Management historically cautious (stated 85% YoY vs delivered 91.3%). ₹2,000 Cr aspiration unchanged but now framed as addressable market, not target.
Optimistic
next 1–2 quarters
Very Optimistic
multi-year
Strong delivered quarter (91% YoY revenue, 183% PAT growth) driven by one-time Indonesia order (50% recurring potential), but execution bandwidth stretched across five simultaneous product launches and global expansion. Automatic transmission timeline pushed to H2 2028. Sustainable long-term growth visible across diversified verticals (₹1,000-2,000 Cr opportunity) but near-term dependent on converting pipeline and managing spillover execution risk.
₹137.1 Cr
Revenue · +91.3% YoY₹25.2 Cr
Reported PAT · +182.7% YoYExpanding
Margins · vs guidance: OverstatedDid the claims hold up?
Total revenue approximately Rs. 142 crores, highest ever quarterly performance
OVERSTATEDDelivered revenue ₹137.1 Cr (per filed results); CFO stated ₹141.8 Cr on call
85% year-on-year revenue growth, 25% sequential growth
METDelivered: 91.3% YoY (better than claimed), 27.4% QoQ (slightly higher than claimed)
EBITDA margins nearly 30%, PAT margin 17.8%
METDelivered EBITDA margin 29.4% (close), PAT margin 17.8% (exact match)
Indonesia order: 70,000 units over 10-12 months as primarily recurring business
MISSOnly 30% (~21,000 units) delivered in Q1; management says 50% has recurring potential, rest one-off execution
EV transmission showing strong momentum with production approvals
MixedAcknowledged 'little bit of a dent in Q1' due to customer localization delays; forecast upgraded to ₹10-12 Cr quarterly (vs prior ₹7-8 Cr), but this is directional
Earnings quality
What changed since the last call
Indonesia program from pipeline to execution phase
Upgrade70k-unit order won and 30% (~21k) delivered in Q1, driving transfer case revenue to ₹76 Cr (+93% YoY). Management now managing execution spillover risk vs prior calls focused on RFQ stage.
EV transmission forecast upgraded
UpgradeRaised from ₹7-8 Cr/quarter to ₹10-12 Cr/quarter on back of Iran-war-driven supply-chain concerns and PPAP approval (Tata). However, no new customer wins disclosed; extrapolation from existing Tata program.
Automatic transmission timeline extended
DowngradeH2 2028 earliest (Oct 2028 onwards), vs earlier calls implying sooner. Still in POC stage; no customer design wins. Complexity (250+ BoM line items vs 80-90 for transfer case) slowing development.
₹1,000 Cr intermediate milestone articulated
NewPrior calls referenced ₹2,000+ Cr long-term aspiration. MD now explicitly frames ₹1,000 Cr as 'first order of business' roadmap (exports ₹100-150 Cr + transfer cases ₹200-250 Cr + EV ₹100-150 Cr + manual transmission ₹150-200 Cr). No timeline committed.
US facility from concept to greenfield execution
NewProject Mayflower: wholly-owned subsidiary in Greenville, SC established Q1 FY27. $5M Phase-1 capex (directional), H2 2028 earliest construction, 2029 possible commissioning. Strategy shift from M&A (ruled out due to US accounting risk) to greenfield.
The Q&A
Analyst questions were probing but management held firm. Vimal Gohil pressed on traction beyond Mahindra/Tata (answered with Force Motors, Eicher, Ashok Leyland prototypes but no order specifics). Darshil Jhaveri pushed hard on ₹2,000 Cr timeline and margin sustainability (MD clarified ₹1,000 Cr is roadmap focus, margins target 20-22% sustainable, benchmarked to 14-17% industry average). No sign of analyst skepticism; instead appreciation for conservative framing ('not unreasonably optimistic').
US investment capex — Mahesh Bendre, LIC Mutual Fund
Answered$5M first phase (directional, may evolve). Small compact facility in South Carolina near BorgWarner. Greenfield approach slower but preserves culture of quality.
Customer traction breadth — Vimal Gohil, Alchemy Capital
PartialPrototypes/development work with Force Motors, Eicher, Ashok Leyland. Global opportunity through Tata's Iveco acquisition (South America). But domestic 4WD demand limited (tropical India, slow city speeds).
Export revenue breakdown — Vimal Gohil, Alchemy Capital
AnsweredExports ₹23 Cr Q1 (annualizes ₹92 Cr). Indonesia order via OEM customers (70k units) shown as domestic but is export-bound. All 23 Cr exports are exclusive contracts (North American market sole supplier).
Timeline clarity across verticals — Raj Agarwal, Niveshaay Asset Management
AnsweredSouth Africa shipments next year (FY28). LCV manual transmission beachhead next year, targeting ₹100-150 Cr India opportunity. Automatic transmission earliest H2 2028, targeting ₹300-400 Cr minimum.
Indonesia unit delivery cadence — Sumit Ambekar, Parami
AnsweredRoughly 30% (21k units) delivered Q1. Remainder over remaining months. Some spillover possible into next FY due to OEM supply-chain constraints, but Divgi execution ahead of OEMs.
EV transmission monthly dispatch run rate — Sumit Ambekar, Parami
PartialForecast upgraded to ₹10-12 Cr quarterly (vs prior ₹7-8 Cr). Iran-war driven supply shock reinforced local-sourcing need. PPAP approval achieved from Tata. Tactically holds over next 3 quarters.
Capacity utilization and expansion — Karan Gupta, Asit C Mehta Investment
AnsweredModernization project underway. New line: 400 units/day (~120k/year) at Shirwal facility. German automation vendor engaged. Assets at Sirsi (25 acres) and Shirwal (10 acres) well-positioned.
₹2,000 Cr target credibility — Rushit Shukla, Nexus Equity
Answered₹2,000 Cr is addressable market potential, not committed target. First order of business: ₹1,000 Cr roadmap (exports, transfer cases, EV, manual, auto). Annualized Q1 run rate ₹560 Cr (rough base).
Automatic transmission architecture — A. Sriram, ithoughtPMS
PartialDual-clutch strategy for mass-car segment. Leverages manual transmission infrastructure. Second area: rear-wheel drive automatic (none made in India currently). 8-speed within 6-speed envelope. No NDA-restricted details on production capex.
Margin sustainability amid growth — Darshil Jhaveri, Crown Capital
AnsweredTarget 20-22% sustainable EBITDA margins (above 14-17% industry average). Margin dependent on product complexity and ROIC focus (18% minimum, per Mahindra benchmark). Innovation drives both margin and competitiveness.
Guidance
FY27: Indonesia ramp continuation; 70k units over 10-12 months (30% Q1, spillover possible into next FY)
MediumDependent on OEM supply-chain absorption. Divgi execution ahead but external constraints may cause delay. 50% recurring potential.
FY28: South Africa shipments begin; LCV manual transmission revenue (modest beachhead to ₹100-150 Cr opportunity)
MediumTimeline directional. Beachhead contract signals market readiness but scaled adoption uncertain.
H2 FY28+: Automatic transmission commercialization (₹300-400 Cr minimum); EV transmission to ₹10-12 Cr/quarterly (vs ₹7-8 Cr prior)
LowAutomatic transmission still in POC stage. EV upgrade based on Iran-war supply-shock dynamics; may not sustain if macros shift.
Long-term: ₹1,000 Cr intermediate milestone; ₹2,000 Cr addressable market potential
LowNo committed timeline. ₹2,000 Cr framed as market potential, not guidance. Roadmap focused on ₹1,000 Cr via five product verticals.
EBITDA margins 20-22% sustainable (above 14-17% industry average)
MediumTarget ROIC 18%+ (Mahindra benchmark). Tied to product complexity and innovation. Current 29.4% inflated by Indonesia one-off.
US facility: $5M Phase-1 (directional, may evolve). India: Capacity modernization (transfer case line 400 units/day)
MediumUS timing H2 2028 earliest (greenfield build-out). India capex not quantified; implicitly tied to ₹1,000-2,000 Cr roadmap.
Risks the call surfaced
Customer concentration
HighMahindra identified as principal customer. Tata close second. Indonesia order driven by both OEMs' export initiatives. Loss of either customer would materially impact transfer case segment (53% of revenue).
Indonesia order one-off nature
High70k-unit Indonesia order is non-recurring opportunity. Only 50% of revenue estimated to be recurring. Q1 deliverables at 30%; remainder spread over FY27 + possible spillover into next year. Execution dependent on OEM supply-chain throughput.
EV transmission timing delays
MediumE-gear drive business 'showed a little bit of a dent in Q1'. Transition from imported platforms to localized production at key OEM (Tata) 'taken longer than initially anticipated'. Sigma program still moving toward commercialization, not yet in revenue.
Automatic transmission execution risk
MediumAutomatic transmission still in POC stage. H2 2028 earliest for commercialization (8+ quarters out). Complexity (250+ BoM line items vs 80-90 for transfer case). No customer design wins disclosed. Fundamental architecture decisions ongoing (dual-clutch vs conventional, 8-speed vs 6-speed).
Execution bandwidth constraints
MediumMD acknowledged 'execution bandwidth what continues to preoccupy us'. Managing: Indonesia ramp, EV transition, manual transmission beachhead, automatic transmission POC, US expansion (Project Mayflower), Germany office, capacity modernization, new customer onboarding (Japanese, Korean, Chinese OEMs).
Domestic 4WD market cap
LowIndia tropical climate and slow metro speeds limit sustained 4WD demand. MD stated domestic demand 'never be very significant'. Forces reliance on global/export participation and product diversification (manual, automatic, EV transmissions).
Management
Score 8/10. Clear, detailed, and candid. Jitendra Divgi provides lengthy, thoughtful answers with concrete examples and caveats. Acknowledges execution bandwidth challenges and hedges aggressive guidance ('I don't want to sound unreasonably optimistic'). Transparent on technology limitations (NDA-hedged on automatic transmission details, justifies conservatism on M&A). Mixed. Strong track record on Indonesia execution (30% of 70k units in single quarter), but offset by EV localization delays ('taken longer than initially anticipated') and automatic transmission timeline slippage (H2 2028 vs earlier implied). Transfer case business at all-time high (₹75-76 Cr). Export business rebuilt from near-zero to ₹92 Cr annualized in 2 years (credibility builder).
1 · Q2-Q4 FY27
Indonesia order volume ramp (70k units 10-12 months); spillover risk into next fiscal year
2 · FY28 (Apr-Jun 2028)
South Africa transfer case shipments begin; LCV manual transmission revenue contribution
3 · H2 FY28 (Oct 2028+)
Automatic transmission commercialization (earliest); targets ₹300-400 Cr minimum program value
Sustainable long-term growth visible across diversified verticals (₹1,000-2,000 Cr opportunity) but near-term dependent on converting pipeline and managing spillover execution risk.
Divgi TorqTransfer Q1 FY27: standalone PAT nearly triples YoY to ₹25.2 Cr on margin expansion
PAT +182.7% YoY · revenue +91.3% · margins expanding
₹137.14 Cr
+91.3% YoY
₹25.24 Cr
+182.7% YoY
17.8%
+6.2pp YoY
₹8.25
Divgi TorqTransfer's standalone revenue from operations rose 91.3% YoY (27.4% QoQ) to ₹137.14 Cr, while net profit climbed 182.7% YoY (63.1% QoQ) to ₹25.24 Cr — profit growing far faster than revenue on the back of operating leverage. OPM expanded to roughly 27.0% from 19.5% a year ago and 20.1% last quarter, and NPM rose to 18.4% from 11.6% YoY (13.6% QoQ). The expansion traces to cost of materials consumed falling to about 39% of revenue versus 42.7% a year ago, alongside other expenses easing to roughly 24% of revenue from 29.2% — both consistent with fixed-cost absorption as volumes scaled, rather than any one-off item; EPS rose to ₹8.25 from ₹2.92 YoY and ₹5.06 QoQ.
Q1 FY-2027 vs prior quarters
Management's only outlook on record, from the Q4 FY26 call, is a long-term aspiration for revenue to reach ₹2,000+ Cr led by the automatic-transmission segment and potential Transfer Case/EV-transmission breakthroughs — the company explicitly gave no quantitative FY27 guidance, so this quarter's ₹137 Cr print cannot be graded against a formal target; on the current run-rate the business remains well short of that aspirational scale. No street consensus estimate for this quarter could be located (an Univest Q1 FY27 preview flagged rural/festive demand recovery and raw-material cost volatility as swing factors but carried no numeric PAT/revenue estimate), so the beat/miss call versus the Street is unknown. Alongside results, the board approved Kirtane & Pandit LLP as new statutory auditors for a five-year term (replacing the outgoing firm, which stepped back from its internal-audit role over a conflict-of-interest), declared a final FY26 dividend of ₹3.27/share (record date September 10, 2026), and confirmed the US subsidiary's incorporation is still awaiting completion of its equity subscription agreement — none of which bear directly on this quarter's operating numbers but set the near-term corporate calendar.
The stock went into the print at ₹1,076.4, up 12.7% over the past month of trading.
For context: this is the highest quarterly PAT in the last 6 quarters on our records; PAT has now risen for 5 consecutive quarters; revenue is at a 6-quarter high.
What the summary numbers don't show
US subsidiary Divgi Transmission Technologies and Systems Ltd (incorporated Jun 4, 2026) not yet consolidated — equity subscription agreement still pending as of Jun 30, 2026
Management projects continued positive momentum, with revenue expected to reach INR 2,000+ crores, driven significantly by the automatic transmission segment and potential breakthroughs in Transfer Cases and EV transmissions. While specific quantitative guidance for FY27 is not explicitly detailed, the company emphasiz
W1
Pace toward management's long-term ₹2,000+ Cr revenue aspiration — no formal FY27 number given; current quarter run-rate is ₹137 Cr
W2
Consolidation status of the new US subsidiary once its equity subscription agreement completes
W3
Margin durability — OPM near 27% this quarter vs ~20% in the prior two quarters, against analyst-flagged raw material (steel/aluminium) cost volatility
Figures reported in ₹ million, converted to Cr (÷10). Only standalone statement exists — new US subsidiary (Divgi Transmission Technologies and Systems Ltd, incorporated Jun 4, 2026) not consolidated pending equity subscription completion. No exceptional items; totalIncome and PAT tie exactly to reported PBT/tax.