Titagarh Rail Systems Limited shareholders approved a final dividend of ₹1 per equity share for FY26 during the company's 29th Annual General Meeting (AGM). The virtual meeting, held on September 30, 2026, also saw the adoption of standalone and consolidated financial statements for the fiscal year ended March 31, 2026.

The AGM was conducted through Video Conferencing/Other Audio Visual Means in compliance with SEBI and MCA guidelines. The Chairman briefed members on key developments during and post the financial year, noting that statutory auditors Price Waterhouse & Co. Chartered Accountants LLP and secretarial auditor Prateek Kohli attended virtually. There were no modified opinions or adverse remarks in the auditors' reports for the period under review.

Key resolutions passed

The following ordinary and special resolutions were transacted at the meeting:

Governance and voting process

E-voting facilities were provided by National Securities Depository Limited (NSDL) from September 26 to September 29, 2026. Sushil Goyal & Co., Practising Company Secretaries, served as scrutinizers to ensure fair transparency in the voting process. The consolidated results of e-voting, along with the Scrutinizer's Report, will be declared within stipulated timelines and made available on the company website and stock exchanges.

Vice Chairman & Managing Director Umesh Chowdhary addressed shareholder queries raised during the session. The meeting commenced at 1:30 pm and concluded at 2:27 pm. All resolutions listed above are deemed passed as of September 30, 2026.

Titagarh Rail Systems has scheduled its 29th Annual General Meeting (AGM) for Wednesday, September 30, 2026. The Board has recommended a final dividend of ₹1 per equity share for FY26.

The company issued the notice convening the AGM on September 8, 2026. It also dispatched the Annual Report for the Financial Year 2025-26 to members with registered email addresses.

In compliance with SEBI Listing Regulations and Ministry of Corporate Affairs circulars, the documents are being sent in electronic mode only. Shareholders without registered email IDs will receive a letter containing the web link to access the complete Annual Report.

E-Voting and Record Date Details

The company has appointed National Securities Depository Limited (NSDL) to provide the e-voting facility. Remote e-voting will commence at 9 am on Saturday, September 26, 2026, and end at 5 pm on Tuesday, September 29, 2026.

Wednesday, September 23, 2026, is fixed as the cut-off date for determining shareholder eligibility for voting and as the record date for dividend payment for FY26. The Register of Members and Share Transfer Books will remain closed from September 24, 2026, to September 30, 2026 (both days inclusive). Dividend payment is subject to shareholder approval.

The Notice of AGM and the FY26 Annual Report are available on the company’s website at www.titagarh.in . The filing was signed by Aditya Purohit, Company Secretary & Compliance Officer.

Key Agenda Items

The AGM will transact several ordinary and special business items, including the adoption of financial statements and key board appointments.

Final Dividend Proposal

The Board has recommended a final dividend of ₹1 (Rupees One only), representing 50% of the face value of ₹2 per equity share for FY26. This payout is subject to approval by shareholders at the AGM. No interim dividend was declared during the financial year ended March 31, 2026.

Tax Deduction at Source (TDS) and KYC Requirements

Pursuant to the Income Tax Act 2025 as amended by the Finance Act 2026, dividends are taxable in the hands of shareholders. The company must deduct tax at source (TDS) at applicable rates. Shareholders holding shares in physical form must update their KYC details, including PAN, bank account details, and nomination, with the Registrar and Transfer Agent, M/s. Maheshwari Datamatics Pvt. Ltd. Failure to update these details may result in withheld dividends or higher TDS rates.

TDS Rates for Resident Members:

TDS Rates for Non-Resident Members:

Shareholders must submit valid documents via the company's portal before 23:59 hours on September 29, 2026. Documents received via post or courier are also accepted but must reach the company by September 23, 2026.

Board Reappointments

Shareholders will vote on the reappointment of two key executive directors:

• Jagdish Prasad Chowdhary: Proposed reappointment as Executive Chairman for a further period of five years, commencing from January 8, 2027, to January 7, 2032. His remuneration structure includes a fixed component of ₹240 lakh per annum (₹20 lakh per month) and variable pay linked to performance, capped at 5% of net profits computed under Section 198 of the Companies Act, 2013.
• Anil Kumar Agarwal: Proposed reappointment as Deputy Managing Director for a further period of three years, effective from May 29, 2027. The proposed total annual remuneration is ₹2.73 crore, comprising a fixed salary and allowances, along with a performance-linked incentive of up to ₹50 lakh per annum.

Other Resolutions

The meeting will also seek approval for:

• Payment of remuneration to Independent/Non-Executive Directors, capped at 1% of net profits per annum for a five-year period starting FY27.
• Ratification of the remuneration of M/s M. R. Vyas and Associates as Cost Auditor for FY27, fixed at ₹3 lakh plus applicable taxes.