Shareholders meeting

30th 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 Madam/Sir, Sub: Summary of proceedings of 29th Annual General Meeting of the Company held today, 30th September, 2025 in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the summary of proceedings of the 29th Annual General Meeting of the Company held today, the 30th September, 2026 through Video Conferencing / Other Audio Visual Means. This is for your information and records. 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, India Corporate Office: Titagarh Towers, 756 Anandapur, E.M Bypass, Kolkata 700107, India Phone:+91 33 40190800 Fax: +91 33 40190823 Email: corp@titagarh.in; Web: www.titagarh.in SUMMARY OF THE PROCEEDINGS OF THE 29TH ANNUAL GENERAL MEETING (AGM) OF THE COMPANY The 29th Annual General Meeting (“AGM”) of the Members of Titagarh Rail Systems Limited (“the Company”) was held today, i.e. 30th September, 2026 through Video Conferencing / Other Audio Visual Means, without the physical presence of the members at a common venue, in conformity with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”). The meeting commenced at 01.30 P.M. and concluded at 02:27 P.M. The statutory registers and other relevant documents as required under the Act were available electronically for inspection by the members interested during the AGM. The Company Secretary informed the Chairman that the requisite quorum of Members was present, following which the Chairman extended a warm welcome to the Members present at the AGM and greeted the Directors who had joined the Meeting through Video Conferencing. The Chairman thereafter called the Meeting to order and commenced the proceedings with the business of the AGM. The representatives of the Price Waterhouse & Co., Chartered Accountants LLP, and M/s Salarpuria & Partners, Chartered Accountants, Statutory Auditors and Shri. Prateek Kohli, Secretarial Auditor of the Company, also joined the meeting through Video Conferencing. The Chairman of the Board, pursuant the Article 17(2) of the AoA took the Chair and called the meeting to order. He addressed the shareholders and briefed them on certain key developments during and post the financial year ended 31st March, 2026. He placed on record his appreciation for the continued support and cooperation of the shareholders, employees, investors, government and all other stakeholders. Thereafter, he informed the Members that in compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and rules framed thereunder and amendments thereto, read together with the relevant MCA Circulars and Regulation 44 of the Listing Regulations, the Company had engaged the services of National Securities Depository Limited (“NSDL”), to provide remote e-voting facility which commenced on Saturday, the 26th September, 2026 (09:00 A.M. IST) and ended on Tuesday, the 29th September, 2026 (05:00 P.M. IST) and e-voting facility during the AGM to all the eligible Members, whose names appear in the Register of Members / List of Beneficial Owners, as on the ‘cut-off’ date i.e., Wednesday, 23rd September, 2026 to enable them to cast their votes electronically in respect of the businesses being transacted at the Meeting. It was announced by him that there is no requirement of proposing and seconding the motion (resolutions) as the AGM was being held virtually. It was also announced that the e-voting will be open for 15 (Fifteen) minutes post conclusion of the meeting. With the consensus of the members the Notice of the AGM and the Annual Report which had been dispatched individually to all the members by email and also the notices to that effect also duly published in the newspapers in English and Vernacular dailies, were taken as read. Pursuant to the instructions of the Chairman, the Company Secretary further informed the Members that there was no modified opinion or qualification, adverse remark or observation in the Statutory Auditors’ Report and the Secretarial Auditor’s Report for the financial year under review. Thereafter, the Company Secretary read out the following Ordinary & Special items of business, as set out in the Notice of AGM dated 7th September, 2026, transacted at the meeting, except the items No. 4 which were read out by Shri K K Jalan, Independent Director & Chairman of Nomination and Remuneration Committee, since Shri Jagdish Prasad Chowdhary, Executive Chairman was deemed interested therein: Resolution Particulars Resolution No. type 1. To receive, consider and adopt: Ordinary (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 CIN: L27320WB1997PLC084819 Registered Office: Poddar Point, 10th Floor, 113 Park Street, Kolkata 700016, India Corporate Office: Titagarh Towers, 756 Anandapur, E.M Bypass, Kolkata 700107, India Phone:+91 33 40190800 Fax: +91 33 40190823 Email: corp@titagarh.in; Web: www.titagarh.in (b) The Audited Consolidated 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. 2. To appoint a Director in place of Shri Anil Kumar Agarwal (DIN: Ordinary 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 Ordinary share of Rs. 2/- (Rupees Two only) each for the financial year ended 31st March, 2026. 4. To re-appoint Shri Jagdish Prasad Chowdhary (DIN: 00313685) as Special Executive Chairman 5. To re-appoint Shri Anil Kumar Agarwal (DIN: 01501767), Executive Special Director, designated as Deputy Managing Director of the Company 6. To approve Payment of Remuneration to Independent/ Non-Executive Special Directors of the Company. 7. To ratify the remuneration of Cost Auditors. Ordinary On the invitation of the Chairman, the members who had registered themselves as speakers, addressed the meeting through VC/OAVM, and their views/queries were noted. With the permission of the Chair, the said queries were duly dealt with by Shri Umesh Chowdhary, Vice Chairman & Managing Director. He further informed that Shri Sushil Goyal of Sushil Goyal & Co., Practising Company Secretaries appointed as the Scrutinizers by the Board is present at the meeting for scrutinizing the resolutions passed by e-voting process in a fair and transparent manner. The Chairman then announced that the consolidated results of e-voting along with Scrutinizer’s Report on the resolutions contained in the Notice of AGM would be declared and submitted to the Stock Exchanges in terms of the Listing Regulations within stipulated time and will also be available on the website of the Company, the Stock Exchanges and the website of NSDL. The Chairman authorized the Company Secretary to declare the voting results, intimate the Stock Exchanges and place the same on the website of the Company and the website [Showing first 8,000 characters — download PDF for full document]