Shareholders meeting

TD Power Systems Limited August 17, 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 ra l D i s t ri c t Department T h e N a t i o n a l S t o c k E x c h a n g e of India Ltd. Bengaluru – 562 111 India BSE Limited Exchange Plaza, Bandra- Kurla Complex Tel +91 80 229 95700 / 6633 7700 P J Towers, Dalal Street Bandra (East) Fax +91 80 7734439 / 2299 5718 Mumbai – 400 001 Mumbai- 400 051 Mail tdps@tdps.co.in Scrip Code: 533553 S y m b o l : T D P O W E R S Y S www.tdps.co.in Dear Sir/Madam, SUB: NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY We wish to inform you that, the Extraordinary General Mee(cid:415)ng (EGM) of the Company will be held on Thursday, September 10, 2026 at 02:30 P.M (IST) through Video Conferencing (”VC”) / Other Audio- Visual Means (“OAVM”). Enclosed herewith a copy of the no(cid:415)ce of the EGM for your records. The no(cid:415)ce is also uploaded on the company’s website www.tdps.co.in Kindly take the same into your records. Yours faithfully, For TD Power Systems Limited Bharat Rajwani Company Secretary & Compliance Officer Encl: A/a Notice of Extraordinary General Meeting TD POWER SYSTEMS LIMITED Regd. Off: No. 27, 28 & 29, KIADB Industrial Area, Dabaspet, Nelamangala Taluk, Bengaluru - 562 111 CIN: L31103KA1999PLC025071, E-mail Id: tdps@tdps.co.in Website: www.tdps.co.in, Tel. No.: +91 80 22995700, Fax: + 91 80 22995718 NOTICE Regulations, 2015 (“SEBI Listing Regulations”), Notice is hereby given that an Extraordinary General as amended, the SEBI (Substantial Acquisition of Meeting of the Members of TD Power Systems Limited Shares & Takeovers) Regulations, 2011 (“Takeover (Company) will be held at 02:30 P.M. (IST) on Thursday Regulations”) as amended, the Foreign Exchange 10th day of September 2026 through Video Conferencing Management Act, 1999 as amended, the Foreign (“VC”) / Other Audio-Visual Means (“OAVM”), to transact Exchange Management (Non-Debt Instruments) the following businesses: Rules, 2019, as amended and in accordance with other applicable rules, regulations, circulars, SPECIAL BUSINESS notifications, clarifications and guidelines issued thereon, from time to time, by the Reserve Bank 1. ISSUANCE OF EQUITY SHARES ON A of India (“RBI”), Ministry of Corporate Affairs, PREFERENTIAL BASIS TO CERTAIN SEBI and / or any other competent authorities, PROMOTERS OF THE COMPANY FOR and subject to the approvals, consents, permissions AN AGGREGATE CONSIDERATION NOT and / or sanctions, as may be required from the EXCEEDING ` 75.00 CRORE Government of India, SEBI, RBI, Stock Exchange, To consider and if thought fit, to pass, with or and any other relevant statutory, regulatory, without modification(s), the following resolution as governmental authorities or departments, a Special Resolution: institutions or bodies and subject to such terms, RESOLVED THAT subject to the approval of conditions, alterations, corrections, changes, shareholders, pursuant to the provisions of Sections variations and / or modifications, if any, as may 23, 42, 62 and other applicable provisions, if any, of be prescribed by any one or more or all of them the Companies Act, 2013 (hereinafter referred to in granting such approvals, consents, permissions as the “Companies Act”) read with the Companies and / or sanctions and which may be agreed to by (Prospectus and Allotment of Securities) Rules, the Board of Directors of the Company (hereinafter 2014, as amended and the Companies (Share Capital referred to as the “Board” which term shall be and Debentures) Rules, 2014, as amended and deemed to include any Committee, which the other relevant rules made there under (including Board has constituted or may hereafter constitute, any statutory modification(s) thereto or re- to exercise one or more of its powers, including the enactment thereof for the time being in force), powers conferred hereunder), the consent of the enabling provisions in Memorandum and Articles Members be and is hereby accorded to the Board of Association of the Company, provisions of the to create, offer, issue and allot on a preferential uniform listing agreement entered into with BSE allotment on a private placement basis details as Limited and National Stock Exchange of India given below, as determined in accordance with Limited, where the shares of the Company are the applicable provisions of Regulation 164 read listed (“Stock Exchanges”), and in accordance with regulation 166 of Chapter V of the SEBI ICDR with the guidelines, rules and regulations of the Regulations, for an aggregate consideration not Securities and Exchange Board of India (“SEBI”), exceeding ` 75.00 Crore (Rupees Seventy Five as amended including the SEBI (Issue of Capital Crore only), for cash, to below mentioned Proposed and Disclosure Requirements) Regulations, 2018, Allottee belonging to the Promoter category, in the as amended (“SEBI ICDR Regulations”), the SEBI following manner: (Listing Obligations and Disclosure Requirements) TD Power Systems Limited 1 Notice of Extraordinary General Meeting Sr. Name of Proposed Category At pre-split face value of ` 2 per At post-split face value of ` 1 per No Allottee Equity Share Equity Share* Proposed Issue Consideration Proposed Issue Consideration Number Price (`) Number Price (`) of Equity (`) of Equity (`) shares to shares to be issued be issued 1 Nikhil Kumar Promoter 3,12,500 1,200 37,50,00,000 6,25,000 600 37,50,00,000 2 Mohib Nomanbhai Promoter 3,12,500 1,200 37,50,00,000 6,25,000 600 37,50,00,000 Khericha Total 6,25,000 75,00,00,000 12,50,000 75,00,00,000 *Note: The number of Equity Shares to be issued and the issue price set out herein have been proportionately adjusted to give effect to the sub-division/split of the existing equity shares of the Company, under which 1 (one) equity share of face value ` 2/- (Rupees Two only) each, fully paid-up, was sub-divided into 2 (two) equity shares of face value ` 1/- (Rupee One only) each, as approved by the Board of Directors on May 14, 2026 and by the members of the Company at the Annual General Meeting held on August 12, 2026, with August 24, 2026 as the Record Date fixed for the said sub-division. For the avoidance of doubt, the Equity Shares shall be allotted at the post sub-division/ spilt adjusted issue price and at the post sub-division/spilt face value of ` 1/- (Rupee One only) each. RESOLVED FURTHER THAT, in accordance with • The Equity Shares to be allotted and pre- the provisions of Regulation 161 of Chapter V of the preferential shareholding if any shall be SEBI ICDR Regulations and other applicable law, subject to lock-in for such period as specified the “Relevant Date” for determination of the price in the provisions of Chapter V of the SEBI ICDR for the issue of Equity Shares as per Regulation 164 Regulations; read with regulation 166 of Chapter V of the SEBI • The Equity Shares to be allotted shall be listed ICDR Regulations, is August 11, 2026, being 30 on the Stock Exchanges, where the existing (thirty) days prior to the date of proposed EGM. equity shares of the Company are listed, RESOLVED FURTHER THAT without prejudice subject to receipt of necessary permissions and to the generality of the above resolution, the issue approvals, as the case may be; of the Equity Shares to the Proposed Allottee • The Equity Shares so allotted to the Proposed under the Preferential Issue shall be subject to the Allottee(s) under this resolution shall not be following terms and conditions apart from others sold, transferred, hypothecated or encumbered as prescribed under applicable laws; in any manner during the period of lock-in • The allotment of Equity Shares by the provided under SEBI ICDR Regulations except Company to the Proposed Allottee(s) pursuant to the extent and in the manner permitted to this resolution shall be made within a period thereunder; o [Showing first 8,000 characters — download PDF for full document]