Nature of the Event

This document is a formal notice convening the 21st Annual General Meeting (AGM) of Techno Electric & Engineering Company Limited. The meeting is scheduled to be held on Wednesday, September 23, 2026, at 3:30 P.M. IST through Video Conferencing (VC) or Other Audio Visual Means (OAVM), in compliance with MCA and SEBI circulars.

Ordinary Business Agenda

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

2. Declaration of Final Dividend: To declare a final dividend of ₹7 per equity share (face value ₹2 each) for FY 2025-26, as recommended by the Board. The dividend will be paid to shareholders on the register as of the record date, Friday, September 11, 2026, after deduction of applicable taxes.

3. Re-appointment of Director: To reappoint Mr. James Raymond Trout (DIN: 10566465), a Non-Executive Director who retires by rotation.

Special Business Agenda

4. Appointment of Independent Director: To appoint Mr. Aninda Chatterjee (DIN: 01760865) as a Non-Executive Independent Director for a term of five years, commencing September 23, 2026. His profile includes 37 years of experience, former CFO roles, and expertise in business turnaround and finance. He holds no shares in the company.

5. Remuneration of Cost Auditor: To approve the remuneration of ₹20,000 (plus taxes and out-of-pocket expenses) payable to Saibal Sekhar Kundu, Cost Accountants (Firm Reg. No. 100135), for auditing the cost records for FY ending March 31, 2027.

6. Increase in Borrowing Limits: To approve, via a special resolution, an increase in the company's borrowing limits from ₹3,000 crores to ₹3,500 crores (or the aggregate of paid-up capital and free reserves, whichever is higher). The stated rationale is to support increased working capital requirements for executing projects in hand, with an order book of approximately ₹10,000 crores.

7. Creation of Charges: To approve the creation of charges, mortgages, or hypothecation on the company's movable and immovable properties (present and future) to secure borrowings, guarantees, or other financial assistance.

Key Dates and Procedural Information

  • Record Date for Dividend: Friday, September 11, 2026
  • Book Closure: Thursday, September 17, 2026, to Wednesday, September 23, 2026 (both inclusive)
  • Remote e-Voting Period: Commences Saturday, September 19, 2026 (9:00 A.M. IST) and ends Tuesday, September 22, 2026 (5:00 P.M. IST)
  • Cut-off Date for Voting Eligibility: Wednesday, September 16, 2026
  • Scrutinizer: Mr. Amarendra Kumar Rai, Practicing Company Secretary, appointed to scrutinize the e-voting process.
  • Results Declaration: Voting results will be declared post-meeting and placed on the company's website (www.techno.co.in) and NSDL's website (www.evoting.nsdl.com).
  • IEPF Transfer Dates: The notice provides a schedule of due dates for transferring unclaimed dividends from previous years to the Investor Education and Protection Fund (IEPF).

Dividend Tax and Payment Details

The dividend will be subject to Tax Deducted at Source (TDS) as per the Income-tax Act, 1961. Members are urged to update their PAN, bank account details, and residential status with their Depository Participants or the RTA. Specific deadlines are provided for submitting forms to avail beneficial tax rates.

Governance and Compliance

The notice includes detailed explanatory statements for the special business items, as required by the Companies Act, 2013. It also contains comprehensive profiles of the directors seeking appointment/re-appointment, in compliance with SEBI LODR Regulations.

Financial and Operational Impact

  • The dividend declaration represents a cash outflow subject to shareholder approval.
  • The increase in borrowing limits is sought to fund working capital needs for a significant order book of ~₹10,000 crores.
  • The creation of charges on assets is a prerequisite for securing the aforementioned borrowings.
  • The financial impact of director appointments and auditor remuneration is disclosed and is not material to operations.