Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Purpose and Nature of the Disclosure

This document is a notice and related information for the forthcoming Annual General Meeting (AGM) of Talwalkars Better Value Fitness Limited, submitted to the BSE and NSE in compliance with SEBI LODR regulations. Its purpose is to inform shareholders of the meeting agenda and provide comprehensive instructions for participation and voting.

Meeting Details

Date: Wednesday, 30th September 2026

Time: 11:30 A.M (IST)

Location: 1702, 17th Floor, Signature (By Lotus), Off Veera Desai Road Extn., Andheri West, Mumbai, Maharashtra, India, 400053.

Type of Meeting: Annual General Meeting

Summary of Proposed Resolutions

Ordinary Business

Item No. 1: Adoption of financial statements

  • A resolution to consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors.

Item No. 2: Appointment of Director retiring by rotation

  • A resolution to appoint Ms. Shilpa Singh (DIN: 08448114), who retires by rotation, as a Director of the Company.

Item No. 3: Appointment of Statutory Auditors

  • A resolution to appoint M/s. S K Bhavsar & Co., Chartered Accountants (FRN: 0145880W), as the Statutory Auditors for a term of 5 (Five) Years, from the conclusion of this AGM until FY 2030-31. The Board is authorized to fix their remuneration.

Special Business

Item No. 4: Regularisation of Appointment of Managing Director

  • An Ordinary Resolution to regularize the appointment of Ms. Meena Arvind Bhanushali (DIN: 10816424) as Managing Director for a period of 5 years with effect from 19th August 2026. The Board is authorized to finalize the terms and conditions of her appointment and remuneration.

Item No. 5: Adoption of New Memorandum of Association (MOA)

  • A Special Resolution to adopt a new MOA in conformity with the Companies Act, 2013. The key implication is the insertion of five new Main Object Clauses to facilitate significant business diversification:

1. To license and commercially exploit trademarks and intellectual property (including 'Talwalkar').

2. To produce, acquire, distribute, and exploit films, motion pictures, and other audio-visual content.

3. To acquire and commercially exploit intellectual property rights as an independent business.

4. To acquire and exploit rights in films for distribution via theatrical, OTT, and other modes.

5. To design, manufacture, trade, and deal in jewellery, precious stones, and gemstones.

The existing two Main Object Clauses will remain unchanged.

Item No. 6: Appointment of Secretarial Auditor

  • An Ordinary Resolution to appoint M/s. Pooja M. Patel & Associates, Practicing Company Secretaries (Peer Review Certificate No. 7695/2026), as the Secretarial Auditor for a term of five consecutive financial years (FY 2026-27 to 2030-31). The Board is authorized to finalize their remuneration.

Voting Process and Methods

The company is providing a facility for remote e-Voting as well as voting at the venue, in line with Section 108 of the Companies Act, 2013 and Regulation 44 of SEBI LODR.

Authorized Agency: National Securities Depository Limited (NSDL)

Remote e-Voting Period: Begins on Sunday, 27th September 2026 at 9:00 A.M. and ends on Tuesday, 29th September 2026 at 5:00 P.M.

Cut-off Date (Record Date): Wednesday, 23rd September 2026. Only members registered as of this date are entitled to vote.

Voting Rights: Proportional to their share in the paid-up equity share capital as on the cut-off date.

Methods: Detailed instructions are provided for:

  • Shareholders holding securities in demat mode (with NSDL or CDSL).
  • Shareholders other than individuals and those holding physical shares.
  • Physical ballot forms (MGT-12) are to be used by shareholders present at the AGM who have not opted for e-voting.

Key Instructions and Helpdesk

  • Members can appoint a proxy using Form MGT-11, which must be deposited at the registered office 48 hours before the meeting.
  • Corporate members must send a certified copy of the board resolution authorizing their representative.
  • The Register of Members and Share Transfer Books will be closed from Thursday, 24th September 2026 to Wednesday, 30th September 2026 (both days inclusive).
  • Helpdesk contacts for technical e-voting issues:
  • NSDL: evoting@nsdl.com or 022 - 4886 7000
  • CDSL: helpdesk.evoting@cdslindia.com or 1800-21-09911

Scrutinizer

The document mentions that institutional shareholders must send scanned copies of board resolutions/authority letters to the Scrutinizer at poojadelawala211@yahoo.com, but the Scrutinizer's name and final report are not detailed in this notice.

Compliance Confirmation

The notice confirms compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard – 2 on General Meetings.

Other Relevant Information

Explanatory Statement: Provides rationale for the special business items:

  • Item 4: Ms. Bhanushali was appointed on 19th August 2026 based on her experience in digital media and advertising since 2017. She meets the conditions of Schedule V of the Companies Act.
  • Item 5: The MOA change is to align with the Companies Act, 2013 and enable proposed business expansion and diversification.
  • Item 6: M/s. Pooja M. Patel & Associates is recommended for appointment based on the Audit Committee's recommendation.

Annexure-A: Contains additional information on directors as required by SEBI LODR Regulation 36(3), including their qualifications, experience, and other directorships.

Proxy and Ballot Forms: Forms MGT-11 (Proxy) and MGT-12 (Attendance/Ballot) are included for shareholder use.