Meeting Details

  • Date of Meeting: Friday, 25th September, 2026
  • Time of Meeting: 12:30 P.M. to 01:37 P.M. (IST)
  • Type of Meeting: 69th Annual General Meeting (AGM)
  • Location/Mode: Held through Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Record Date: Saturday, 19th September, 2026
  • Symbol (NSE): TALBROAUTO

Summary of Proposed Resolutions and Implications

All seven resolutions proposed in the Notice of the 69th AGM, read with an Addendum to the Notice, were passed with the requisite majority. The resolutions were:

1. Ordinary Resolution: To receive, consider, and adopt the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st March 2026, together with Reports of the Board of Directors and Statutory Auditors.

2. Ordinary Resolution: To confirm payment of an Interim Dividend of 10% i.e., ₹0.20 per equity share of ₹2 each for FY2026.

3. Ordinary Resolution: To declare a Final Dividend of 27.5% i.e., ₹0.55 per fully paid-up equity share of ₹2 each for FY2026.

4. Ordinary Resolution: To appoint a director in place of Mr. Navin Juneja (DIN: 00094520), who retires by rotation and offered himself for re-appointment.

5. Ordinary Resolution: To consider and approve material related party transactions with M/s. QH Talbros Private Limited for FY2026-27. (Promoters were interested in this resolution).

6. Ordinary Resolution: To ratify the remuneration of M/s. Vijender Sharma & Co. (Firm Registration No. 000180), re-appointed as Cost Auditors for FY2026-27.

7. Special Resolution: To appoint Mr. Rahul Bhutoria (DIN: 00093326) as an Independent Director for a term of five years effective 16th September 2026.

Voting Process and Methods

The mode of voting was e-voting, which comprised:

  • Remote e-voting: Commenced on Tuesday, 22nd September 2026 at 09:00 A.M. (IST) and ended on Thursday, 24th September 2026 at 05:00 P.M. (IST) on the NSDL e-voting platform (www.evoting.nsdl.com).
  • E-voting during the AGM: Facility was provided for members attending the virtual AGM who had not voted remotely, kept open until 30 minutes after the conclusion of the meeting.
  • The AGM was held virtually; hence, no physical polling or proxy appointments were made.

Key Voting Outcomes

Overall Participation

  • Total Number of Shareholders on Record Date: 54,673
  • Total Number of Shares Outstanding: 61,728,150
  • Total Votes Cast (Shares): 38,481,675 (62.34% of outstanding shares)
  • Members Attending Meeting via VC: 116 (108 Public, 8 Promoters)

Resolution-Wise Results

Resolution 1: Adoption of Financial Statements

  • Result: PASSED (Ordinary Resolution)
  • Total Votes Polled: 38,477,407 shares (62.33%)
  • Votes in Favour: 38,476,518 (99.9977% of votes polled)
  • Votes Against: 889 (0.0023% of votes polled)
  • Promoter & Promoter Group: 36,070,183 shares voted, 100% in favour.
  • Public Institutional: 176,968 shares voted, 100% in favour.
  • Public Non-Institutional: 2,230,256 shares voted, 99.9601% in favour.

Resolution 2: Confirmation of Interim Dividend

  • Result: PASSED (Ordinary Resolution)
  • Total Votes Polled: 38,481,675 shares (62.34%)
  • Votes in Favour: 38,479,786 (99.9951% of votes polled)
  • Votes Against: 1,889 (0.0049% of votes polled)
  • Promoter & Promoter Group: 36,070,183 shares voted, 100% in favour.
  • Public Institutional: 180,236 shares voted, 100% in favour.
  • Public Non-Institutional: 2,231,256 shares voted, 99.9153% in favour.

Resolution 3: Declaration of Final Dividend

  • Result: PASSED (Ordinary Resolution)
  • Total Votes Polled: 38,481,675 shares (62.34%)
  • Votes in Favour: 38,480,786 (99.9977% of votes polled)
  • Votes Against: 889 (0.0023% of votes polled)
  • Promoter & Promoter Group: 36,070,183 shares voted, 100% in favour.
  • Public Institutional: 180,236 shares voted, 100% in favour.
  • Public Non-Institutional: 2,231,256 shares voted, 99.9602% in favour.

Resolution 4: Re-appointment of Mr. Navin Juneja

  • Result: PASSED (Ordinary Resolution)
  • Total Votes Polled: 38,388,800 shares (62.19%)
  • Votes in Favour: 38,286,267 (99.7329% of votes polled)
  • Votes Against: 102,533 (0.2671% of votes polled)
  • Promoter & Promoter Group: 36,070,183 shares voted, 100% in favour.
  • Public Institutional: 180,236 shares voted, 45.1031% in favour, 54.8969% against.
  • Public Non-Institutional: 2,138,381 shares voted, 99.8322% in favour.

Resolution 5: Related Party Transaction with QH Talbros

  • Result: PASSED (Ordinary Resolution)
  • Promoters Interested: Yes
  • Total Votes Polled: 2,622,067 shares (4.25%)
  • Votes in Favour: 2,621,178 (99.9661% of votes polled)
  • Votes Against: 889 (0.0339% of votes polled)
  • Promoter & Promoter Group: 216,735 shares voted (only non-interested promoters), 100% in favour.
  • Public Institutional: 180,236 shares voted, 100% in favour.
  • Public Non-Institutional: 2,225,096 shares voted, 99.9600% in favour.

Resolution 6: Ratification of Cost Auditor Remuneration

  • Result: PASSED (Ordinary Resolution)
  • Total Votes Polled: 38,480,675 shares (62.34%)
  • Votes in Favour: 38,477,086 (99.9907% of votes polled)
  • Votes Against: 3,589 (0.0093% of votes polled)
  • Promoter & Promoter Group: 36,070,183 shares voted, 100% in favour.
  • Public Institutional: 180,236 shares voted, 100% in favour.
  • Public Non-Institutional: 2,230,256 shares voted, 99.8391% in favour.

Resolution 7: Appointment of Mr. Rahul Bhutoria (Independent Director)

  • Result: PASSED (Special Resolution)
  • Total Votes Polled: 38,376,704 shares (62.17%)
  • Votes in Favour: 38,375,815 (99.9977% of votes polled)
  • Votes Against: 889 (0.0023% of votes polled)
  • Promoter & Promoter Group: 36,070,183 shares voted, 100% in favour.
  • Public Institutional: 151,265 shares voted, 100% in favour.
  • Public Non-Institutional: 2,155,256 shares voted, 99.9588% in favour.

Scrutinizer's Role and Findings

  • Name of Scrutinizer: Kiran Sharma
  • Firm: Kiran Sharma & Co., Company Secretaries
  • Qualification: Company Secretary (CS), Membership No. 4942
  • Date of Appointment by Board: 20th May, 2026
  • Date of Report Issuance: 26th September, 2026
  • The scrutinizer was appointed to scrutinize the entire e-voting process (remote and during AGM).
  • The voting was conducted on the secured platform of National Securities Depository Limited (NSDL).
  • The e-votes were unblocked in the presence of two independent witnesses, Ms. Pratima Singh and Ms. Mansvi Tyagi.
  • The scrutinizer diligently reconciled the data from NSDL and maintained detailed registers.
  • Conclusion: All seven resolutions were passed with the requisite majority.

Compliance Confirmation

The document confirms compliance with:

  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Section 108 of the Companies Act, 2013.
  • Rule 20 and 21 of the Companies (Management and Administration) Rules, 2014.
  • The notice and annual report were sent to members via electronic mode, with hard copies provided upon request.

Additional Information

The total paid-up equity share capital as of the record date (19th September 2026) was ₹12,34,56,300, divided into 6,17,28,150 equity shares of ₹2 each. The voting results and scrutinizer's report are also available on the company's website at https://www.talbros.com.