40th Annual General Meeting of Talbros Engineering Limited is scheduled to be held on Wednesday, September 30, 2026.

September 03, 2026 The Manager Listing BSE Limited P.J. Tower, Dalal Street, Mumbai – 400 023 Scrip Code: 538987 Sub.: Submission of Notice convening 40th Annual General Meeting of the Company Dear Sir/Madam Pursuant to provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith copy of Notice convening 40th Annual General Meeting of the Company scheduled to be held on Wednesday, September 30, 2026 at 11:30 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). You are requested to kindly take the same on your records. Thanking You Yours Sincerely For Talbros Engineering Limited Kajal Gupta Company Secretary M. No.: ACS 52114 Encl.: a/a NOTICE TALBROS ENGINEERING LIMITED CIN: L74210HR1986PLC033018 Regd. Office: Plot No. 74-75-76, Sector-6, Faridabad, Haryana - 121006 Telephone: +91-129-4284300 Fax: +91-129-4061541 Email: cs@talbrosaxles.com Website: www.talbrosaxles.com NOTICE OF 40TH ANNUAL GENERAL MEETING NOTICE is hereby given that the Fortieth Annual General 3. To appoint a director in place of Mr. Vijay Kumar Sharma Meeting of the members of Talbros Engineering Limited will (holding DIN: 06394784), who retires by rotation, and be held as under to transact the following businesses: being eligible, offers himself for re-appointment and in this regard to consider and if thought fit, to pass, with or Day, Date: Wednesday, 30th September, 2026 without modification(s), the following resolution as an Time: 11:30 a.m. Ordinary Resolution: Through Video Conferencing (“VC”)/ Other Audio-Visual “RESOLVED THAT in accordance with the provisions Means (“OAVM”) of Section 152 and other applicable provisions of the The deemed Venue for the 40th AGM shall be the Registered Companies Act, 2013, Mr. Vijay Kumar Sharma (DIN: Office of the company at Plot No. 74-75-76, Sector-6, 06394784), who retires by rotation at this meeting and Faridabad, Haryana - 121006 being eligible, be and is hereby appointed a Director of the Company.” ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial SPECIAL BUSINESS statements of the Company for the year ended 4. To re-appoint Mrs. Shashi Khurana (holding DIN: 31st March, 2026 including audited Balance Sheet as at 09613592) as an Independent Director and in this 31st March, 2026, the statement of audited Profit & Loss regard to consider and if thought fit, to pass, with or for the year ended 31st March, 2026, Board’s Report and without modification(s), the following resolution as a Auditors’ Report thereon and in this regard to consider Special Resolution: and if thought fit, to pass, with or without modification(s), “RESOLVED THAT pursuant to the provisions of Sections the following resolution as an Ordinary Resolution: 149, 150, 152 and any other applicable provisions of the “RESOLVED THAT the audited financial statements Companies Act, 2013 and the rules made thereunder of the Company for the financial year ended on 31st (including any statutory modification(s) or re-enactment March, 2026, and the report of Board of Directors and thereof for the time being in force) read with Schedule Auditors thereon, as circulated to the Members, be and IV to the Companies Act, 2013 and pursuant to the are hereby considered and adopted.” Regulation 16(1)(b) and other applicable provision of the Securities and Exchange Board of India (Listing 2. To consider and declare a final dividend of Rs. 3.00/- i.e. Obligations and Disclosure Requirements) Regulations, (30%) per equity shares for the financial year 2025-26 2015 and the recommendation of Nomination and thereon and in this regard to consider and if thought fit, Remuneration Committee and the Board of Directors to pass, with or without modification(s), the following of the company, Mrs. Shashi Khurana (holding DIN: resolution as an Ordinary Resolution: 09613592) who was appointed as a Non-Executive “RESOLVED THAT a dividend at the rate of Rs. 3.00/- i.e. Independent Director of the Company and hold office (30%) per equity share of face value of Rs. 10/- (Rupees upto May 22, 2027 and has submitted a declaration Ten) each fully paid-up of the Company as recommended that she meets the criteria for independence as by the Board of Directors, be and is hereby declared for provided in Section 149(6) of the Act and Regulation the financial year ended on 31st March, 2026, and the 16 (1) (b) of the SEBI (Listing Obligations and Disclosure same be paid out of the profits of the Company.” Requirements) Regulations, 2015 and who is eligible for re-appointment under the provisions of the RESOLVED FURTHER THAT the Board of Directors Companies Act, 2013 & rules made thereunder and (including its committee thereof), be and is hereby SEBI (Listing Obligations and Disclosure Requirements) authorized to do all such acts, deeds, matters and things Regulations, 2015, be and is hereby re appointed as a as may be necessary to give effect to this resolution.” Non-Executive Independent Director of the Company, 6. To increase the borrowing limits under section 180(1) not liable to retire by rotation, for a second term of five (c) of Companies Act, 2013 and in this regard to (5) consecutive years commencing from May 23, 2027 consider and if thought fit, to pass with or without upto May 22, 2032. modification(s), the following resolution as a Special RESOLVED FURTHER THAT pursuant to the provisions Resolution: of Sections 149 and other applicable provisions of the “RESOLVED THAT pursuant to the provisions of Section Companies Act, 2013 & the Rules made thereunder and 180(1)(c) of the Companies Act, 2013 (including any SEBI (Listing Obligations and Disclosure Requirements) statutory modification or re-enactment thereof for the Regulations, 2015, Mrs. Shashi Khurana (DIN: 09613592) time being in force) and in supersession of all earlier shall be entitled to receive the Sitting fees as permitted to resolutions passed in this regard under the Companies be received in a capacity of a Non-Executive Independent Act (earlier in force), the consent of the Company be Director of the Company, as recommended by the and is hereby accorded to the Board of the Directors of Nomination & Remuneration Committee and approved the Company and / or any Committee thereof to borrow by the Board of Directors from time to time. at its discretion, either from the Company’s Bank or any RESOLVED FURTHER THAT the Board of Directors other Indian or Foreign Bank(s), Financial Institution(s) (including any Committee thereof) and/or the Company and / or any other Lending Institutions or persons from Secretary of the Company be and are hereby severally time to time such sum(s) of money(s) and the sum(s) authorized to do all such acts, deeds and things and to to be borrowed together with the money(s) already settle all questions or difficulties that may arise in this borrowed by the Company (apart from temporary regard and to execute any documents, papers, etc. as loans obtained from the Company’s bankers/FIs in the may be necessary or desirable in connection with or ordinary course of business) with or without security on incidental to give effect to this resolution.” such terms and conditions as they may think fit shall exceed the aggregate of the paid-up capital and free 5. Revision in remuneration of M/s Rakesh Raj & reserves of the Company that is to say, reserves not set Associates, Chartered Accountant, Statutory Auditors apart for any specific purpose provided that the total of the company and in this regard to consider and if amount together with the money(s) already borrowed thought fit, to pass, with or without modification(s), the by the Board of Directors but shall not exceed the sum following resolution as an Ordinary Resolution: of Rs. 200 Crores (Rupees Two Hundred Crores Only) at “RESOLVED THAT pursuant to the provision of section any one time. 142, 144 and other applicable provisions, if any, of the RESOLVED FURTHER T [Showing first 8,000 characters — download PDF for full document]