Proceeding of 27TH AGM

TD Power Systems Limited August 12, 2026 (CIN -L31103KA1999PLC025071) REGISTERED OFFICE & FACTORY: 27, 28 and 29, KIADB Industrial Area Dabaspet, Nelamangala Taluk The Corporate Service The Listing Department B e n g a l u r u R u r a l D i s t r i c t Bengaluru – 562 111 India Department T h e N a t i o n a l S t o c k E x c h a n ge of India Ltd. BSE Limited Exchange Plaza, Bandra- Kurla Complex Tel +91 80 229 95700 / 6633 7700 Fax +91 80 7734439 / 2299 5718 P J Towers, Dalal Street Bandra (East) Mail tdps@tdps.co.in Mumbai - 400 001 Mumbai - 400 051 www.tdps.co.in Scrip Code: 533553 S y m b o l : T D P O W E R S Y S Dear Sir/Madam, SUB: PROCEEDINGS OF THE 27th ANNUAL GENERAL MEETING Pursuant to disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we enclosed the proceedings of the 27th Annual General Meeting (AGM) of the Company held on Wednesday, August 12, 2026, at 2:00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). Kindly take note of the above on your records. Thanking you, For TD Power Systems Limited Bharat Rajwani Company Secretary & Compliance Officer Encl: A/a TD POWER SYSTEMS LIMITED PROCEEDINGS OF THE 27TH ANNUAL GENERAL MEETING WEDNESDAY, AUGUST 12, 2026 TD POWER SYSTEMS LIMITED Registered Office: # 27, 28 & 29, KIADB Industrial Area, Dabaspet Nelamangala Taluk, Bangalore 562 111, Karnataka PROCEEDINGS OF THE 27TH ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT 2:00 P.M. ON WEDNESDAY, AUGUST 12, 2026, THROUGH VIDEO CONFERENCING (VC) /OTHER AUDIO-VISUAL MEANS (OAVM). The 27th Annual General Meeting (AGM) of TD Power Systems Limited (“The Company”) was held on Wednesday, August 12, 2026, at 2:00 P.M. through Video Conferencing (“VC”)/ Other Audio-Visual means (“OAVM”) in conformity with regulatory provisions and circulars issued by Ministry of Corporate Affairs, Government of India and Securities and Exchange Board of India (SEBI). Mr Mohib N. Khericha, Chairman of the Board of Directors, Chaired the meeting. All the Directors of the Company including the Chairman of the Audit Committee, Nomination and Remuneration committee and Stakeholder Relationship Committee were present at the Meeting. Mr. Deepak Sinha – CEO, Ms. M N Varalakshmi – CFO, Mr. Bharat Rajwani – Company Secretary, Mr. Abraham Cherian, Partner - Varma & Varma Chartered Accountants, Statutory Auditors and Mr. Sudhir Hulyalkar, Secretarial Auditor and Scrutiniser, were present at the meeting. After the introduction, the Chairman announced participation of members through video conference is being reckoned for the purpose of quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013. Thereafter, he announced that the prescribed quorum was present and called the meeting to order. 70 members were present throughout the meeting. At the request of the Chairman, the Company Secretary provided general instructions to the members regarding participation in this meeting, including the following: 1. That this Annual General Meeting is being held through video conferencing in accordance with the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs and SEBI. 2. That the Shareholders have been provided the facility to join the meeting through video conferencing and e-voting is facilitated by CDSL. 3. That during the question-answer session, the name of the registered speaker shareholders will be announced & they will unmute enabling them to put forth their queries. Each shareholder speaker will be allowed 2 minutes time. 4. That Statutory Registers & a certificate from Secretarial Auditors of the Company certifying that the ESOP Schemes of the Company are being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and relevant documents referred to in the Notice or explanatory statement are available electronically for inspection by the members during the AGM at the Central Depository Services (India) Limited (CDSL) e-voting platform. 5. That since the AGM is being held through video conference, the facility for appointment of proxies by the members is not applicable and accordingly inspection of the proxy register does not arise. 6. That facility for all members to cast votes on all resolutions set forth in the Notice through remote e-voting commenced on Friday, August 7, 2026 (9:00 A.M. IST) and concluded on Tuesday, August 11, 2026 (5:00 P.M. IST). However, members who are participating in this meeting but have not cast votes as above may vote during the meeting through the e-voting system provided by CDSL. The Chairman addressed the shareholders covering various aspects of performance, developments, income and profits for fiscal 2026 and thoughts on fiscal 2026. Thereafter, the Chairman stated that since the notice of the meeting has already been circulated to the members, it was taken as read and asked the Company Secretary to provide a summary of the Auditors' Report. The Company Secretary drew the attention of the shareholders to the Report of the Statutory auditors and the Secretarial auditors as published in the Annual Report 2026 sent to the shareholders and stated that, the Reports of the Statutory Auditor and Secretarial Auditor do not contain any qualifications & the same be taken as read. The following items of business as set out in the Notice of Convening the 27th Annual General Meeting were taken up for the member’s consideration. Ordinary Business 1 To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors’ thereon. 2 To confirm the payment of Interim Dividend (₹ 1 per share) and declare final dividend (₹1.10 per share) for the financial year ended March 31, 2026. 3 To appoint a Director in place of Ms. S. Prabhamani (DIN: 09695003) who retires by rotation and being eligible seeks re-appointment. Special Business 4 Ratification of remuneration payable to M/s. Rao, Murthy & Associates, Cost Auditors, for the financial year 2026-27. 5 To approve the continuation of Mr. Mohib N. Khericha (Din: 00010365) as Non-Executive – Non-Independent Director of the Company 6 To approve payment of remuneration of Non-Executive - Non-Independent Director exceeding fifty percent of the total annual remuneration payable to all the Non-Executive Directors of the Company for the financial year 2026-27 7 To approve sub-division of equity shares of the Company 8 To approve alteration of capital clause of the memorandum of association of the Company Next, the Chairman provided an opportunity to the Members who had registered themselves as Speakers to put forth their queries. Two out of the Three registered shareholders attended the AGM and sought Management’s view about the market opportunity and business also requested a factory visit. All queries from the speakers’ shareholders were addressed by Mr. Nikhil Kumar, Managing Director. The members were informed that the consolidated result of the voting and scrutinizers report will be filed with the stock exchanges and will be hosted on the website of the Company at www.tdps.co.in and CDSL, the agency that provided e-voting facilities. The Chairman thanked the members for attending and participating in the AGM and announced the closure of the meeting at 2.29 P.M. Post the conclusion of the voting, the Scrutinizer’s report was received by the Company and as set out therein all the said resolutions were declared passed with the requisite majority, as per the attached Scrutinizer’s report. For TD Power Systems Limited Bharat Rajwani Company Secretary & Compliance Officer To Date: 12/08/2026 The Chairperson, 27th Annual General Meeting of the equity shareholders of TD Power Systems Limited (CIN: L31103KA1999PLC025071) Regd. Office: No. 27, 28 & 29, KIADB Industri [Showing first 8,000 characters — download PDF for full document]