Nature of the Event

This document is the Notice of the 69th Annual General Meeting (AGM) of Talbros Automotive Components Limited, issued pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The AGM is scheduled to be held on Friday, September 25, 2026, at 12:30 P.M. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM).

Key Quantitative Figures & Dates

  • AGM Date: September 25, 2026
  • Record Date for Final Dividend: September 11, 2026
  • Remote E-Voting Period: Commences September 22, 2026 (9:00 AM IST) and ends September 24, 2026 (5:00 PM IST)
  • Cut-off date for e-voting eligibility: September 19, 2026
  • Interim Dividend: 10% i.e., ₹0.20 per equity share of ₹2 each, paid for FY26 (approved by Board on November 13, 2025)
  • Proposed Final Dividend: 27.5% i.e., ₹0.55 per equity share of ₹2 each, for FY26
  • Related Party Transaction Value: Seeking approval for transactions with QH Talbros Pvt Ltd up to an aggregate of ₹125.00 Crores (exclusive of taxes) for FY 2026-27
  • Cost Auditor Remuneration: ₹1.75 Lakhs (exclusive of taxes) for FY 2026-27, plus reimbursement of out-of-pocket expenses
  • Historical RPT with QHT (FY 2025-26): ₹7,772.90 Lakhs (Audited), broken down as:
  • Sale of Products: ₹7,536.99 Lakhs
  • Royalty Income: ₹135.70 Lakhs
  • Dividend Income: ₹80.08 Lakhs
  • Reimbursement Received: ₹10.06 Lakhs

Parties Involved

  • Related Party: M/s. QH Talbros Private Limited (QHT), an Associate Company
  • Cost Auditor: M/s. Vijender Sharma & Co., Cost Accountants (Firm Registration No. 000180)
  • Scrutinizer: Ms. Kiran Sharma, Practicing Company Secretary (Membership No. 4942)
  • E-Voting & VC Service Provider: National Securities Depository Limited (NSDL)
  • Registrar and Transfer Agent (RTA): M/s KFIN Technologies Limited
  • Director for Re-appointment: Mr. Navin Juneja (DIN: 00094520)
  • Key Personnel: Seema Narang, Company Secretary

Purpose and Rationale

  • The AGM is convened to seek shareholder approval on ordinary and special business items as required under the Companies Act, 2013 and SEBI LODR Regulations.
  • The rationale for the material related party transaction (Item 5) is that both TACL and QHT are engaged in manufacturing auto parts, and the transactions are in the ordinary course of business at arm's length pricing to meet customer demands and generate revenue.
  • The ratification of cost auditor remuneration (Item 6) is a statutory requirement under Section 148 of the Companies Act, 2013.

Financial and Operational Impact

  • Dividend Impact: Payment of final dividend, if declared, will result in a cash outflow. Tax will be deducted at source as per Income Tax Act provisions (10% for residents with PAN, 20% for residents without PAN, 20%+surcharge+cess for non-residents if documents not submitted).
  • RPT Impact: The proposed transactions with QHT (₹125 Cr) constitute 14.36% of the company's annual consolidated turnover for FY 2025-26. The management states the transactions are at arm's length and in the ordinary course of business.
  • Capital Structure Impact: No change in share capital is proposed in this notice. The re-appointment of a director does not affect the capital structure.

Governance and Procedural Details

  • The registered office in Faridabad is deemed the venue for the AGM.
  • Physical attendance and proxy appointments are dispensed with for this VC/OAVM meeting.
  • Shareholders can vote remotely via NSDL from September 22-24, 2026, or during the meeting.
  • The company's policy on related party transactions was reviewed by the Audit Committee, which recommended the resolution.
  • Mr. Navin Juneja, who retires by rotation, is seeking re-appointment. He holds 9,940 shares in the company and is not related to any other director or KMP.

Forward-Looking Statements

No explicit forward-looking guidance or management commentary on financial performance is provided in this notice.