Shareholders meeting

8th September, 2026 BSE Limited (BSE) National Stock Exchange of India Limited (NSE) The Department of Corporate Services The Listing Compliance Department Phiroze Jeejeebhoy Towers Exchange Plaza Bandra-Kurla Complex Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 532966 Symbol: TITAGARH Dear Sir/Madam, Sub: Submission of Notice of 29th Annual General Meeting & Annual Report for the Financial Year 2025-26 Pursuant to Regulations 30, 34 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), please find enclosed herewith a copy of the Notice dated 07th September, 2026, convening the 29th Annual General Meeting (AGM) of the Company on Wednesday, 30th September 2026 at 1.30 P.M (IST) and Annual Report of the Company for the Financial Year 2025-26. In accordance with the applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, the Notice of AGM along with Annual Report for the Financial Year 2025-26 are being dispatched in electronic mode only to the Members whose email IDs are registered with the Company / Registrar and Transfer Agent / Depository Participants. Further, in accordance with Regulation 36(1)(b) of the Listing Regulations, a letter providing the web-link, including the exact path, where complete Annual Report is available, is being sent to those shareholders whose e-mail addresses are not registered with Company/RTA/Depository Participants. The Notice of AGM along with the Annual Report for the Financial Year 2025-26 is also available on the website of the Company at www.titagarh.in This is your information and record. Thanking you, yours faithfully For Titagarh Rail Systems Limited Aditya Purohit Company Secretary & Compliance Officer M. No. ACS 27825 Encl. as above CIN: L27320WB1997PLC084819 Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata – 700016, WB, India Corporate Office: Titagarh Towers, 756, Anandapur, E. M. Bypass, Kolkata - 700107, WB, India Phone: +91 33 4019 0800 | Fax: +91 33 4019 0826 | Email: corp@titagarh.in | Web: www.titagarh.in TITAGARH RAIL SYSTEMS LIMITED CIN: L27320WB1997PLC084819 Regd. Office: 10th Floor, Poddar Point, 113 Park Street, Kolkata-700016 Corp. Office: 756 Anandapur, E.M. Bypass, Kolkata-700107 Phone: 91 33 4019 0800; E-mail: corp@titagarh.in; Website: www.titagarh.in NOTICE NOTICE is hereby given that the 29th ANNUAL GENERAL MEETING (‘AGM’) of the Members of TITAGARH RAIL SYSTEMS LIMITED (“the Company”) will be held on Wednesday, 30th September, 2026 at 01.30 P.M. (IST) through video conferencing (‘VC’)/other audio-visual means (‘OAVM’) [Deemed venue: 756 Anandapur, E.M. Bypass, Kolkata-700107] to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt: (a) The Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026, together with the Reports of the Board of Directors and the Auditors thereon; and (b) The Audited Consolidated Financial Statements for the financial year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Shri Anil Kumar Agarwal (DIN: 01501767), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment. 3. To declare final dividend of Re. 1 (Rupees One only) (50%) per equity share of Rs. 2/- (Rupees Two only) each for the financial year ended 31st March, 2026. SPECIAL BUSINESSES: 4. To re-appoint Shri Jagdish Prasad Chowdhary (DIN: 00313685) as Executive Chairman and in this regard 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 Sections 152, 160, 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to Regulation 17(6)(e) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), including any statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to Article 21 of the Articles of Association of the Company, the recommendation of the Nomination and Remuneration Committee (“NRC”) and approval of the Board of Directors of the Company at their respective meetings held on 12th August, 2026, consent of the Members of the Company be and is hereby accorded by way of Special Resolution to the re-appointment of Shri Jagdish Prasad Chowdhary (DIN: 00313685) as Chairman & Managing Director designated as ‘Executive Chairman’, for a further period of 5 (five) years commencing from 8th January, 2027 and ending on 7th January, 2032, liable to retire by rotation, on such terms and conditions, including remuneration of 5% of the net profits of the Company computed in accordance with the provisions of Section 198 of the Act of which ₹2,40,00,000/- (Rupees Two Crore Forty Lakh only) per annum or Rs. 20 lakh per month as fixed remuneration by way of salary and allowances and the balance as variable pay at such intervals as the Board may decide, subject to the condition that his overall remuneration per annum shall not exceed 5% of the net profits of the Company computed in accordance with Section 198 of the Act and subject to such requisite approvals, if any as may be applicable comprising fixed remuneration of ₹2,40,00,000/- per annum (₹20,00,000/- per month) and the balance, if any, as variable remuneration/pay at such intervals as may be determined by the Board; RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the tenure of the Executive Chairman, as contemplated under the provisions of Schedule V to the Act, the Company may pay to Executive Chairman, ₹2,40,00,000/- (Rupees Two Crore Forty Lakh only) per annum or Rs. 20 lakh per month being the fixed remuneration only as the minimum remuneration as specified above; RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), and other applicable provisions thereof, consent of the Members of the Company be and is hereby accorded by way of Special Resolution for payment of the aforesaid remuneration to Shri Jagdish Prasad Chowdhary, including where such remuneration, whether considered individually or together with the aggregate remuneration payable to all other Executive Directors who are promoters or members of the promoter group of the Company, exceeds the limits or thresholds prescribed under Regulation 17(6)(e) of the SEBI LODR Regulations, and the Members approve and authorise such payment in excess of the said limits or thresholds, subject to and in accordance with the applicable provisions of the Companies Act, 2013, including Schedule V thereto, and the SEBI LODR Regulations; RESOLVED FURTHER THAT the Board of Directors of the Company (which term includes its Committee thereof) be and is hereby authorised to increase, fix, vary, alter or modify the terms, conditions and above remuneration payable to Shri Jagdish Prasad Chowdhary as Executive Chairman, including any variation in remuneration to the extent recommended by the NRC from time to time as may be considered appropriate, subject to the overall limits stipulated under the Act and Regulation 17(6)(e) of the SEBI LODR Regulations, with such approval, if any, as may be applicable, and do all necessary acts, deeds and things, which may be considered necessary or expedient to give effect to the aforesaid Resolution.” 5. 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