Titagarh Rail Systems 29th AGM All Resolutions Passed

Meeting Details

Date of Meeting: 30th September, 2026
Type of Meeting: 29th Annual General Meeting (AGM)
Location: Held through Video Conferencing/Other Audio Visual Means (Deemed venue: 756 Anandapur, E.M. Bypass, Kolkata-700107)
Start Time: 1:30 PM
End Time: 2:27 PM
Record Date: 23rd September, 2026
Total Shareholders on Record Date: 515,927

Shareholder Participation

Promoters and Promoter Group attended through VC: 5
Public Shareholders attended through VC: 70
Shareholders present in person or through proxy: 0 (facility not available as per MCA Circulars)

Proposed Resolutions and Implications

Seven resolutions were proposed and all were duly approved with requisite majority:

1. Ordinary Resolution: Adoption of Audited Financial Statements for FY ended March 31, 2026, Consolidated Financial Statements, and Reports of Board of Directors and Auditors

2. Ordinary Resolution: Re-appointment of Shri Anil Kumar Agarwal (DIN 01501767) as Director retiring by rotation

3. Ordinary Resolution: Declaration of Final Dividend

4. Special Resolution: Re-appointment of Shri Jagdish Prasad Chowdhary (DIN 00313685) as Executive Chairman

5. Special Resolution: Re-appointment of Shri Anil Kumar Agarwal (DIN 01501767) as Executive Director designated as Deputy Managing Director

6. Special Resolution: Approval of payment of remuneration to Independent/Non-executive Directors

7. Ordinary Resolution: Ratification of remuneration of Cost Auditor

Voting Process and Methods

Remote e-voting period: September 26, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
E-voting at AGM: Conducted during the meeting on September 30, 2026
Voting service provider: National Securities Depository Limited (NSDL)
Cut-off date for voting eligibility: September 23, 2026
Shareholders who voted through remote e-voting were allowed to attend AGM but could not vote again
Votes were unblocked on September 30, 2026 at approximately 2:49 PM in presence of two witnesses

Key Voting Outcomes

Overall Voting Participation

Total shares outstanding: 134,673,768
Total votes cast: 85,010,750 (63.1235% of outstanding shares)

Resolution-wise Results:

Resolution 1 (Adoption of Financial Statements)

Total votes in favor: 80,237,400 (94.385%)
Total votes against: 4,773,350 (5.615%)
Promoter votes: 54,454,810 in favor (100%)
Public Institutions: 25,432,482 in favor (84.1995%), 4,772,530 against (15.8005%)
Public Non-Institutions: 350,108 in favor (99.7663%), 820 against (0.2337%)

Resolution 2 (Re-appointment of Anil Kumar Agarwal)

Total votes in favor: 84,969,227 (99.9512%)
Total votes against: 41,515 (0.0488%)
Promoter votes: 54,454,810 in favor (100%)
Public Institutions: 30,165,699 in favor (99.8698%), 39,313 against (0.1302%)
Public Non-Institutions: 348,718 in favor (99.3725%), 2,202 against (0.6275%)

Resolution 3 (Declaration of Final Dividend)

Total votes in favor: 85,012,485 (99.9979%)
Total votes against: 1,757 (0.0021%)
Promoter votes: 54,454,810 in favor (100%)
Public Institutions: 30,208,099 in favor (100%)
Public Non-Institutions: 349,576 in favor (99.4999%), 1,757 against (0.5001%)

Resolution 4 (Re-appointment of Jagdish Prasad Chowdhary)

Total votes in favor: 83,683,386 (98.4386%)
Total votes against: 1,327,398 (1.5614%)
Promoter votes: 54,454,810 in favor (100%)
Public Institutions: 28,878,901 in favor (95.6096%), 1,326,111 against (4.3904%)
Public Non-Institutions: 349,675 in favor (99.6333%), 1,287 against (0.3667%)

Resolution 5 (Re-appointment of Anil Kumar Agarwal as DMD)

Total votes in favor: 80,950,087 (95.2234%)
Total votes against: 4,060,655 (4.7766%)
Promoter votes: 54,454,810 in favor (100%)
Public Institutions: 26,145,775 in favor (86.561%), 4,059,237 against (13.439%)
Public Non-Institutions: 349,502 in favor (99.5959%), 1,418 against (0.4041%)

Resolution 6 (Remuneration to Independent Directors)

Total votes in favor: 85,009,327 (99.9978%)
Total votes against: 1,828 (0.0022%)
Promoter votes: 54,454,810 in favor (100%)
Public Institutions: 30,205,012 in favor (100%)
Public Non-Institutions: 349,505 in favor (99.4797%), 1,828 against (0.5203%)

Resolution 7 (Ratification of Cost Auditor Remuneration)

Total votes in favor: 85,009,747 (99.9983%)
Total votes against: 1,408 (0.0017%)
Promoter votes: 54,454,810 in favor (100%)
Public Institutions: 30,205,012 in favor (100%)
Public Non-Institutions: 349,925 in favor (99.5992%), 1,408 against (0.4008%)

Scrutinizer's Role and Findings

Scrutinizer: Sushil Goyal & Co. (Sushil Kumar Goyal, Proprietor, CP No. 8289, Membership No. FCS-3969)
Appointment Date: 12th August, 2026
Report Date: 30th September, 2026
Qualification: Company Secretary
The scrutinizer was responsible for scrutinizing remote e-voting and e-voting at AGM
All electronic voting records were under scrutinizer's custody until Chairman approves and signs AGM minutes

Compliance Confirmation

Compliance with Section 108 of Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014
Compliance with SEBI LODR Regulations, 2015
Compliance with MCA General Circulars dated September 22, 2025, September 19, 2024, September 25, 2023, December 28, 2022, May 5, 2022, December 14, 2021, December 8, 2021, January 13, 2021, May 5, 2020, April 13, 2020, April 8, 2020
Compliance with SEBI Circulars dated October 3, 2024, October 7, 2023, January 5, 2023, May 13, 2022, January 15, 2021, and May 12, 2020
Advertisements published in Financial Express (all editions) and Ekdin (Kolkata edition) on September 9, 2026

Additional Information

Company CIN: L27320WB1997PLC084819
Corporate Office: Titagarh Towers, 756 Anandapur, E.M Bypass, Kolkata 700107, India
Consolidated voting report available on company website (www.titagarh.in) and NSDL website (www.evoting.nsdl.com)