Shareholders meeting

TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L92411MH2003PLC140134 Registered Office: 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Andheri, Mumbai, Mumbai, Maharashtra, India, 400053 ✉ talwalkarbetter@gmail.com |📞 +91 98199 44575 |🌐 talwalkarsfitness.com Date: 03-09-2026 To, To, Manager– CRD The Manager – Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Fort, Mumbai - 400 001. Bandra (East), Mumbai - 400 051. Scrip Code: 533200 SYMBOL: TALWALKARS Dear Sir/Madam, Subject: Submission of Notice of the Annual General Meeting -Talwalkars Better Value Fitness Limited (“the Company”) ------------------------------------------------------------------------------------------------------------------------------------- Dear Sir/Madam, The Annual General Meeting of the Company will held be on Wednesday, 30th September 2026 at 11:30 A.M (IST) at 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Mumbai, Maharashtra, India, 400053. As per the Captioned Subject, we are hereby submitting the notice of the Annual General Meeting of the Company. Kindly take the same on your records and acknowledge the receipt. Thanking you, For, Talwalkars Better Value Fitness Limited Meena Arvind Bhanushali Managing Director DIN: 10816424 TALWALKARS BETTER VALUE FITNESS LIMITED CIN: L92411MH2003PLC140134 Registered Office: 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Andheri, Mumbai, Mumbai, Maharashtra, India, 400053 ✉ talwalkarbetter@gmail.com |📞 +91 98199 44575 |🌐 talwalkarsfitness.com NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the Members of Talwalkars Better Value Fitness Limited will be held on Wednesday, 30th September 2026 at 11:30 A.M (IST) at 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Mumbai, Maharashtra, India, 400053 to transact the following businesses: Ordinary Business: - Item No 1: Adoption of financial statements To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, and Reports of the Board of Directors and Auditors thereon, to consider and if thought fit, to pass the following resolutions as Ordinary Resolution: “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2026, and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.” Item No 2: To appoint Ms. Shilpa Singh (DIN: 08448114) Director of the Company retires by Rotation To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Shilpa Singh (DIN: 08448114), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.” Item No 3: To Appoint M/s. S K Bhavsar & Co., Chartered Accountants (FRN: 0145880W), as the Statutory Auditor of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Audit and Auditors) Rules, 2014, and the rules made thereunder, as amended from time to time, M/s. S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 0145880W), be and are hereby appointed as the Statutory Auditors of the Company to hold office for 5 (Five) Years from the conclusion of this Annual General Meeting, to conduct statutory Audit of affairs of the company for FY 2026-2027 to 2030-31 on such remuneration as may be fixed by the Board of Directors of the Company in consultation with the Statutory Auditors. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to determine and finalise the remuneration of the Statutory Auditors, including reimbursement of out-of- pocket expenses incurred in connection with the audit of the Company, and to do all such acts, deeds, matters and things as may be necessary, proper or expedient to give effect to this resolution.” Special Business: - Item No. 4: Regularisation of Appointment of Ms. Meena Arvind Bhanushali (DIN: 10816424) As Managing Director to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 200 and 203 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Articles of Association of the Company, on the recommendation of Board, consent of the members be and hereby accorded to the appoint Ms. Meena Arvind Bhanushali (DIN: 10816424) as Managing Director of the Company, for a period of 5 years with effect from 19th August 2026, on such terms and conditions, including remuneration, as set out in the explanatory statement annexed to the Notice convening this Annual General Meeting. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to finalise and vary the terms and conditions of appointment and remuneration of Ms. Meena Arvind Bhanushali (DIN: 10816424), within the limits prescribed under the Act, Schedule V thereto and other applicable laws, from time to time, and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental to give effect to this resolution. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to make necessary filings with the Registrar of Companies and other statutory/regulatory authorities and to take all such steps as may be necessary to give effect to the above resolution.” Item No. 5: Adoption of New Memorandum of Association and Insertion of Additional Main Objects to consider and if thought fit, to pass the following resolution as Special Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, and subject to such approvals, permissions and sanctions as may be required, the consent of the Members of the Company be and is hereby accorded to adopt a new set of Memorandum of Association (“MOA”) of the Company in conformity with the provisions of the Companies Act, 2013 and the format prescribed under Table A of Schedule I to the Act. RESOLVED FURTHER THAT, the existing Clause III(A) – “The Objects to be pursued by the Company on its incorporation are” of the Memorandum of Association of the Company, containing the existing two Main Object Clauses, be and is hereby altered by retaining the existing two Main Object Clauses without any modification and by inserting the following five additional Main Object Clauses immediately after the existing Clause III(A)(2): “3. To grant, license, sub-license, franchise or otherwise permit, on such terms as may be considered expedient, the use of the trademarks, trade names, brand names, logos, designs, systems, methods, know- how and other intellectual property owned by or vested in the Company (including the trademark/trade name "Talwalkar" and its variants) to any person, firm, body corporate or other entity in India or abroad; and similarly to take on license, lease, hire or otherwise obtain and use the trademarks, brand names, patents, copyrights, designs, formulae, technical know-how and other intellectual property rights of any other person, firm or body corporate, for or in connection with the objects and business of the [Showing first 8,000 characters — download PDF for full document]