Shareholders meeting

Date: 29th August, 2026 Ref: TARIL/SECT/2026-27/NSE-BSE/COMPL/039 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra - Kurla Complex, Mumbai - 400 001 Bandra (E), Mumbai - 400 051 Security Code : 532928 Trading Symbol: TARIL To, To, National Securities Depository Limited Central Depository Services (India) Limited Trade World, 5th Floor, Phiroze Jeejeebhoy Towers, Kamala Mills Compound, 17th Floor, Senapati Bapat Marg, Dalal Street, Lower Parel, Fort, Mumbai - 400 013 Mumbai - 400 023 Dear Sir/Madam, Sub: Notice of Postal Ballot Pursuant to the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclosed herewith Notice of Postal Ballot along with Explanatory Statement seeking approval of Members the variation/reallocation in utilisation of the proceeds of the Qualified Institutions Placement (QIP) and revision in utilisation timeline Date of events relevant to Postal Ballot are as below: # Particulars Date 1 Date of Completion of dispatch of Notice (by electronic means) to 29/08/2026 members whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Friday, 21st August, 2026 2 Date of Commencement of e-Voting 30/08/2026 09:00 a.m. (IST) 3 Date of Ending of e-Voting 28/09/2026 05:00 p.m. (IST) 4 Results of Postal Ballot 30/09/2026 The Postal Ballot Notice, along with the Explanatory Statement, is uploaded on the website of the Company at www.transformerindia.com. Please take the same on your record. Thanking you, Yours faithfully, For Transformers and Rectifiers (India) Limited Rakesh Kiri Company Secretary Encl.: As above C.C: MUFG Intime India Private Limited, C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400 083 Transformers and Rectifiers (India) Limited Registered Office: Survey No. 427 P/3-4 & 431 P/1-2, Sarkhej - Bavla Highway, Village: Moraiya, Taluka: Sanand, Dist.: Ahmedabad - 382213 Tel.: 02717 - 661 500, CIN: L33121GJ1994PLC022460 E-Mail: cs@transformerindia.com, Website: www.transformerindia.com NOTICE OF POSTAL BALLOT Dear Member(s), NOTICE is hereby given pursuant to Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, General Circular Nos. 14/2020 dated 8th April, 2020 and 17/2020 dated 13th April, 2020 and subsequent circulars issued by the Ministry of Corporate Affairs, Government of India, the latest being General Circular No. 03/2025 dated 22nd September, 2025 (collectively referred to as the “MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws and regulations. The Explanatory Statement pursuant to Section 102(1) of the Act, setting out the material facts relating to the resolution contained in this Postal Ballot Notice, is annexed hereto. Further, the resolution seeking approval for the variation/reallocation in the utilisation of the proceeds of the Qualified Institutions Placement (QIP) and revision in the utilisation timeline is proposed to be passed by the Members of Transformers and Rectifiers (India) Limited (“Company”) as a Special Resolution through Postal Ballot, by voting only through electronic means (“remote e-voting”). The assent or dissent of the Members shall be communicated only through the remote e-voting system. In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent on Saturday, 29th August, 2026 only through electronic mode to those Members whose names appear in the Register of Members/Register of Beneficial Owners as on Friday, 21st August, 2026 (“Cut-off Date”) and whose e-mail addresses are registered with the Company/Depositories. Members whose e-mail addresses are not registered may follow the process set out in the Notes for registration of their e- mail address. Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, at its meeting held on 27th August, 2026, appointed Mr. Tapan Shah (Membership No. F4476), Practising Company Secretary, as the Scrutinizer to conduct the Postal Ballot through remote e-voting in a fair and transparent manner. The remote e-voting period commences at 09.00 a.m. (IST) on Sunday, 30th August, 2026 and ends at 05.00 p.m. (IST) on Monday, 28th September, 2026. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by him, upon completion of the scrutiny of votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before Tuesday, 29th September, 2026 and, together with the Scrutinizer’s Report, will be intimated to BSE Limited and National Stock Exchange of India Limited. The results will also be uploaded on the Company’s website at www.transformerindia.com and on the website of Central Depository Services (India) Limited (“CDSL”) at www.evotingindia.com. The last date of remote e-voting, i.e. Monday, 28th September, 2026, shall be the date on which the resolution shall be deemed to have been passed, if approved by the requisite majority. SPECIAL BUSINESS: Resolution No. 1 To approve the variation/reallocation in utilisation of the proceeds of the Qualified Institutions Placement (QIP) and revision in utilisation timeline To consider and, if thought fit, to pass the following resolution as a Special Resolution through Postal Ballot by remote e-voting: “RESOLVED THAT pursuant to Sections 110, 114 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), the Placement Document dated 13th June, 2024 (“Placement Document”) and other applicable laws, consent of the Members be and is hereby accorded to the variation/reallocation in the object-wise utilisation limits of the proceeds aggregating to Rs. 5,000.00 million raised through the Qualified Institutions Placement (“QIP”), as set out below: Proposed Revised Utilisation of QIP Proceeds (Rs. in million) Particulars Allocation Utilised up to Unutilised Proposed as per 30.06.2026 as on New Limit Placement 30.06.2026 Document Company’s growth and business 1,450.00 Nil 1,450.00 1,616.32* expansion through funding of capital expenditure requirements Funding the working capital 1,250.00 1,244.11 5.89 1,250.00 requirements of the Company Repayment and/or pre-payment, in 613.80 602.61 11.19 613.80 full or in part, of certain outstanding borrowings Funding inorganic growth and 1,574.35 1,558.99 15.36 1,378.10 general corporate purposes# QIP related issue expenses 111.85 141.78 (29.93) 141.78 Total 5,000.00 3,547.49 1,452.51 5,000.00 #The Monitoring Agency, in its report for the quarter ended 30th June, 2026, has reported that the Company utilised more than 25% of the gross proceeds towards General Corporate Purposes (“GCP”), which was not in line with the objects stated in the Placement Document. *Backward integration projects and other capex projects of the Company and its subsidiary for carrying out the Company’s growth and business expansion. RESOLVED FURTHER THAT the Members hereby take note of the deviation/variation reported by the Monitoring Agency in relation to utilisation towards GCP and approve the revised object-wise utilisation limits as set out above; RESOLVED FURTHER THAT the utilisation timeline for the unutilised QIP proceeds be and is hereby revised up to 31st March, 2027; RESOLVED FURTHER THAT the Board [Showing first 8,000 characters — download PDF for full document]