Shareholders meeting

* TARMAT* e AIRPORTS ® HIGHWAYS e INFRASTRUCTURE @ RAILWAYS ® REAL ESTATE Date: 03.09.2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers, 5" Floor, Plot No. C-1, Dalal Street, G Block, Bandra Kurla Complex, Mumbai - 400 001 Bandra (E), Mumbai — 400 051 Ref: NSE Symbol -TARMAT; BSE Script Code -532869 Dear Sir/Madam, Sub: Notice of Forty-First Annual General Meeting and the Integrated Annual Report for the financial year 2025-26. Pursuant to Regulation 34(1) and Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Notice convening the Forty-First Annual General Meeting (“AGM”) along with the Integrated Annual Report of the Company, for the financial year 2025-26, which are being sent through electronic mode to the Members of the Company, whose e-mail IDs are registered with the Company/ Registrar & Share Transfer Agent (“RTA”)/ Depository Participant(s). Further, pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is also sending a letter to those shareholders whose e-mail addresses are not registered with the Company/ RTA/ Depository Participants, providing a web-link for accessing the Notice of AGM and Integrated Annual Report for the financial year 2025-26. The Notice of AGM along with the Integrated Annual Report are attached and the same are also available on the Company’s website at www.tarmat.in under "Investors" Section. The Notice of AGM of the Company inter alia indicates the process and manner of remote e-voting/ e-voting at the AGM and instructions for participation at the AGM through VC/OAVM. This is for information and records. For TARMAT LIMITED Shivatosh Digitally signed by Shivatosh Nareswar Nareswar Chakraborty Chakraborty D1a6t:e4:4 :4230 26+.0059'.3003 S. Chakraborty Company secretary & CFO Encl: as above TARMAT LIMITED General A. K. Vaidya Marg, Near Wageshwari Mandir, Off Film City Road, Malad (E), Mumbai - 400 097. Tel.: 2840 2130/ 1180 * Fax : 2840 0322 ¢ Email : contact@tarmatlimited.com « Website : www.tarmatlimited.com CIN : L45203MH1986PLC038535 TARMAT LIMITED NOTICE OF 41st ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT 41% ANNUAL GENERAL MEETING OF THE TARMAT LIMITED WILL BE HELD ON WEDNESDAY, THE 30th SEPTEMBER 2026 AT 02.00 PM THROUGH VIDEO CONFERENCING/ OTHER AUDIO- VISUAL MEANS ORGANIZED BY THE COMPANY, TO TRANSACT THE FOLLOWING BUSINESS. THE VENUE OF THE MEETING SHALL BE DEEMED TO BE THE REGISTERED OFFICE OF THE COMPANY AT GENERAL A. K. VAIDYA MARG, NEAR WAGHESHWARI MANDIR, OFF. FILM CITY ROAD, MALAD (E), MUMBAI - 400 097. ORDINARY BUSINESS: Item No. 1 - Adoption of Audited Financial Statements. To receive, consider and adopt the standalone and consolidated Financial Statements of the company for the financial year ended 31st March, 2026 and the Reports of the Board of Directors and Auditors thereon. ITEM No. 2 — Appointment of Mr. Dilip Varghese (DIN: 01424196) who retires by rotation. To re-appoint a Director in place of Mr. Dilip Varghese (DIN: 01424196), who retires by rotation and being eligible, offers himself for re-appointment. ITEM No. 3 — Re-Appointment of Statutory Auditor of the Company for a Second Term of Five years. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution. “RESOLVED THAT pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Audit and auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the recommendations of the Audit Committee, of the Company M/s. Hegde & Associates (FRN 103610VW) Chartered Accountants, be and are hereby re-appointed as a Statutory Auditors of the Company for a second term for a period of Five years to hold office from the conclusion of the 41st Annual General Meeting until the conclusion of 46th Annual General Meeting on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.” SPECIAL BUSINESS: Item No. 4 — Payment of Remuneration to Mr. Jerry Varghese (DIN: 00012905) — Non-Executive Director of the Company. To consider, and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013, (‘the Act’) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and provisions of the Listing Agreement executed with the Stock Exchanges, the consent of the Members of the Company be and is hereby accorded for the increase in the payment of remuneration to Mr. Jerry Varghese (DIN:00012905) Non-executive Director of the Company as specified in the Explanatory Statement to this resolution as and by way of commission. RESOLVED FURTHER THAT where in any financial year during the tenure of the said Non-Executive Director, the Company has no profits or its profit are inadequate, the remuneration as may be approved by the Board of Directors of the Company from time to time shall be paid as minimum remuneration. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be considered necessary, desirable or expedient for giving effect to this resolution.” Item No. 5— Re-appointment and Remuneration to Mr. Dilip Varghese (DIN: 01424196)— Managing Director and Key Managerial Personnel of the Company. To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and as per relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (including any amendments Annual Report 2025-26 3 TARMAT LIMITED thereto or re-enactment thereof, for the time being in force) (hereinafter collectively referred to as the “Applicable Laws”) and the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and subject to such other approvals as may be necessary, the consent of the members be and is hereby accorded to re-appoint Mr. Dilip Varghese (DIN: 01424196) as Managing Director and Key Managerial Personnel of the Company for a further period of Three years w.e.f. 14th August, 2026 as approved by the Board at their meeting held on 14th August, 2026, as per the terms and conditions as set out in the Explanatory statement annexed to the notice, with full liberty to the Board of Directors (hereinafter referred to as the “Board” which shall be deemed to include the Nomination & remuneration Committee of the Board) to revise/ alter/ modify/ amend/ change the terms and conditions as may be agreed to by the Board and Mr. Dilip Varghese within the applicable provisions of the Companies Act, 2013. “RESOLVED FURTHER THAT pursuant to the provisions of Sections 197 and any other applicable provisions if any, of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V of the Companies Act, 2013, and applicable provisions of SEBI (Listing Obligations and Disclosur [Showing first 8,000 characters — download PDF for full document]