TARAPUR TRANSFORMERS LIMITED - AGM Information 2025

TARAPUR

TRANSFORMERS LTD

Date: 01[st] September, 2025

To, To, Department of Corporate Services The Manager-Listing Department BSE Ltd. Towers, Dalal Street, National Stock Exchange of India Limited Mumbai - 400 001 Exchange Plaza, BandraKurla Complex, Bandra (East), Mumbai — 400 051 Stock Code: 533203 Symbol: TARAPUR

SUB: NOTICE OF 37[TH] ANNUAL GENERAL MEETING OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25.

Dear Sir/Madam,

We wish to inform you that the 37[th] Annual General Meeting of the Members of the Company will be held on Thursday, 25[th] September 2025 at 12:00 p.m. at the registered office of the company S- 112, 1[st] Floor, Rajiv Gandhi Commercial Complex, Ekta Nagar, Kandivali(West), Mumbai- 400067

Pursuant to 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Notice convening 37[th ] Annual General Meeting (“AGM”) of the Company for FY 2024-25.

The Company has sent the Notice along with Annual Report today through electronic mode to Members who have registered their email id with the Company’s RTA/Depository Participants.

The Notice along with the Annual Report for the financial year 2024-25 is also available on the website of the Company https://www.tarapurtransformers.com/

Kindly take the above in your records and acknowledge us a receipt.

Thank you. Yours faithfully, For Tarapur Transformers Limited

YASH DILIP BETKAR Digitally signed by YASH DILIP BETKAR DN: c=IN, st=Maharashtra, 2.5.4.20=67574a143255b4a3c7658827d04506019e719a0c7a0788511489f997ba9fcef6, postalCode=400102, street=Betkar Chawl Yadav Nagar Sahakar Road Jogeshwari West Mumbai, pseudonym=7be36fd6a8964af88db481ec52e186bb, title=5066, serialNumber=25a627289e40712feafa6fdca639823174a55e5f90196371caadd07cab976411, o=Personal, cn=YASH DILIP BETKAR Date: 2025.09.01 18:22:41 +05'30'

Yash Betkar Director DIN: 10944640

Regd. Office: S-112, 1[st] Floor, Rajiv Gandhi Commercial Complex, Ekta Nagar, Kandivali(West), Mumbai- 400067. Tel: 022- 2867 0603/04, Website: www.tarapurtransformers.com, email: [email protected],

CIN: L99999MH1988PLC047303

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TARAPUR

TRANSFORMERS LTD .

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 37[TH ] ANNUAL GENERAL MEETING OF THE MEMBERS OF TARAPUR TRANSFORMERS LIMITED WILL BE HELD ON THURSDAY, 25[TH ] SEPTEMBER, 2025 AT 12:00 P.M AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT S-112 1ST FLOOR, RAJIV GANDHI COMMERCIAL COMPLEX, EKTA NAGAR, KANDIVALI (WEST), MUMBAI- 400067 TO TRANSACT WITH OR WITHOUT MODIFICATION(S), AS MAY BE PERMISSIBLE, THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. TO CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON;

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Financial Statement of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted”.

2. TO APPOINT MR. DIGAMBAR KISHOR PATIL (DIN:10725330), AS A DIRECTOR LIABLE TO RETIRE BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, to appoint a Director in place of Digambar Kishor Patil (DIN:10725330), who retires by rotation, and being eligible, offers herself for re-appointment.”

SPECIAL BUSINESS:

3. APPOINTMENT OF M/S. SANDEEP DUBEY & ASSOCIATES PRACTICING COMPANY SECRETARIES AS SECRETARIAL AUDITOR OF THE COMPANY FOR A TERM OF 5 YEARS

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactments(s) thereof for the time being in force) and

Regd. Office: S-112, 1[st] Floor, Rajiv Gandhi Commercial Complex, Ekta Nagar, Kandivali (West), Mumbai- 400067. Tel: 022- 2867 0603/04, Website: www.tarapurtransformers.com, email: [email protected], CIN: L99999MH1988PLC047303

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pursuant to recommendations of Audit Committee and Board of Directors of the Company, M/s. Sandeep Dubey & Associates (ACS: 47940 CP No.: 17902) Practicing Company Secretaries, be and is hereby appointed as Secretarial Auditors of the Company for the first term of 5(Five) consecutive

years to conduct the Secretarial Audit From Financial Year 2025-26 to Financial year 2029-2030 on such remuneration, as may be mutually agreed between the Board/ Audit Committee and the Auditors.

RESOLVED FURTHER THAT any one of the Board of Directors or the Company Secretary, be and is, hereby empowered and authorised to take such steps, in relation to the above and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary E-Forms with Registrar of Companies.”

4. TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. YASH BETKAR (DIN:10944640) AS AN EXECUTIVE DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 149, 152 , 161 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Appointment and Qualification of Directors) Rules, 2014, along with the all other applicable rules issued thereunder including any statutory modification(s), amendments thereto or re-enactment thereof for the time being in force, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'), as amended time to time, and the Articles of Association of the Company, upon recommendation of the Nomination and Remuneration Committee, Mr. Yash Betkar (DIN: 10944640) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 14th February 2025, and being eligible has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as the Director of the Company

5. APPROVAL FOR RELATED PARTY TRANSACTION:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“the Act”) read

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TRANSFORMERS LTD .

with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the members be and is hereby accorded to the Board of Directors to enter into transactions, contracts and agreements with Related Parties of the Company at a maximum of Rs. 2 Crores per transaction.

6. APPROVAL FOR SALE OF LAND OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the enabling provisions of the Memorandum and Articles of Association of the Company, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to such other approvals, consents, permissions and sanctions as may be necessary under applicable laws, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to sell, transfer or otherwise dispose of such portion of the Company’s land, forming part of the total 15 acres situated at Plot No 141, Wada Manor Road Pali, Village Wada Palghar 421303 on such terms and conditions and for such consideration not less than the value determined by an independent valuer, and in any case not less than the higher of the two valuations obtained by the Company, as the Board may deem fit in the best interest of the Company.

RESOLVED FURTHER THAT the sale proceeds from the aforesaid transaction shall be utilized for repayment of the secured/unsecured loans taken by the Company towards settlement of its outstanding bank loan(s), and/or for discharge of any mortgage/security interest created over the said property.

7. TO INCREASE POWERS OF THE BOARD U/S 180(1) (A) OF THE COMPANIES ACT, 2013

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Special Resolution:

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TARAPUR

TRANSFORMERS LTD .

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modifications or reenactments thereof and in supersession of earlier resolution passed by the members of the company; the consent of the

Company be and is hereby accorded to the Board of Directors of the Company to create such mortgages, charges and hypothecation in addition to the existing mortgages, charges and hypothecation created by the Company, on all or any of the immovable and movable properties of the Company whose so ever situated, both present and future, and the whole or any part of the undertaking of the Company together with powers to take over the management of the business and concern of the Company in certain events, in such manner as the Bank may deem fit , to or in favour of all or any of the financial institutions/ banks/ lenders/ any other investing agencies or any other person(s)/ bodies corporate by private placement or otherwise, to secure rupee/ foreign currency loans and/ or the issues of debentures, bonds or other financial instruments (hereinafter collectively referred to as ‘Loans’), provided that the total amount of Loans together with interest thereon at the respective agreed rates, compound interest, additional interest, liquidate damages, commitment charges, premium on pre‐payment or on redemption, costs, charges, expenses and all other monies payable by the Company to the aforesaid parties or any of them under the agreements entered into/ to be entered into by the Company in respect of the said Loans, shall not, at any time exceed the limit of Rs. 100.00 Crores (Rupees hundred crores Only).

8. TO INCREASE BORROWING POWERS OF THE COMPANY U/S 180(1) (C) OF THE COMPANIES ACT, 2013

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re‐enactment thereof for the time being in force), and in supersession of earlier resolution passed by the members of the company; the Company hereby accords its consent to the Board of Directors for borrowing any sum or sums of money from time to time from any one or more of the Company’s Bankers and / or from any one or more other persons, firms, bodies corporate, or financial institutions whether by way of cash credit, advance or deposits, loans or bills discounting or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company’s assets and properties whether movable or otherwise or all or any of the undertakings of the Company notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will or may exceed the aggregate of the paid‐up capital of the Company and its free

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TRANSFORMERS LTD .

reserves, that is to say, reserves not set apart for any specific purpose such that the total borrowing shall not exceed Rs. 100.00 Crores (Rupees hundred crores Only) excluding of any interest or charges but including the borrowing already availed and the Directors are hereby further authorized to

Execute such deeds and instruments or writings as they think fit and containing such conditions and covenants as the Directors may think fit

By Order of the Board of Directors

Sd/-

Yash Betkar Date: 28-08-2025

Director Place: Mumbai

DIN: 10944640

NOTES:

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy/ proxies to attend and vote on a poll instead of himself and the proxy/ proxies need not be a member of the Company. The instrument appointing a proxy/ proxies should, than 48 hours before the commencement of the meeting.
A person can act as proxy on behalf of members not exceeding Fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
Corporate Members intending to send their authorized representative(s) pursuant to Section 113 of the Companies Act, 2013 to attend the Meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting. A person authorized by resolution under Section 113(1) of the Companies Act, 2013, shall be entitled to exercise the same rights and powers, including the right to vote by proxy, on behalf of the body corporate which he/she represents.
As per the provisions of the Companies Act, 2013, facility for making nomination is available to the shareholders in respect of the Shares held by them. Nomination Forms can be obtained from the Registrar and Share Transfer Agents of the Company.

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TARAPUR

TRANSFORMERS LTD .

The relative Explanatory Statement pursuant to Section 102 of the Act, setting out material facts concerning the business under Item No. 3, 4, 5, 6,7,8 of the Notice, is annexed hereto. The relevant details, pursuant to the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment /re-appointment at this AGM is also annexed.
All the physical shareholders of the Company are requested to dematerialize their shares. It is hereby informed that pursuant to the amendment to Regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide Gazette notification dated June 8, 2018 has mandated that transfer of securities would be carried out in dematerialized form only. In order to comply with the above regulation the shareholders of the Company who are still holding their shares in physical mode are requested to dematerialize their shares.
Members holding shares in dematerialized mode are requested to intimate all changes pertaining to their bank details, NECS, mandates, nominations, power of attorney, change of address/ name, PAN details, etc. to their Depository Participant only and not to the Company’s Registrars and Transfer Agents. Any changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its Registrars and Transfer Agents to provide efficient and better service to the Members. In case of Members holding shares in physical form, such information is required to be provided to the Company’s Registrars and Transfer Agents.
Resident Indian members are requested to inform the Company’s Registrar and Share Transfer Agents M/s. Bigshare Services Pvt. Ltd. immediately of –
a. The change in the residential status on return to India for permanent settlement.
b. The particulars of the bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively) has undertaken a “Green Initiative in Corporate Governance” and allowed companies to share documents with its shareholders through an electronic mode. The Stock Exchanges permits companies to send soft copies of the Notice to all those shareholders who have registered their email address for the said purpose. Members are requested to support this Green Initiative by registering / updating their email address for receiving electronic communication.
In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided their members facility to exercise their votes by electronic through the electronic (e-voting) service facilitated by the National Securities Depository Limited (NSDL). The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. The members who have cast their vote by remote e-voting

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TRANSFORMERS LTD .

prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. The board has appointed M/s. Sandeep Dubey & Associates Practicing Company Secretary, as the scrutinizer to scrutinize e -voting/ballot process in a fair and transparent manner.

In accordance with, the General Circular No. 20/2020 dated 5th May, 2020, General Circular No. 02/2021 dated 13th January, 2021 and General Circular No. 10/2022 dated 28th December 2022 issued by MCA and Circular No. SEBI /HO /CFD /CMD1/CIR/P/2020/79 dated 12th May, 2020, Circular No. SEBI/HO/CFD/CMD2/ CIR/P/ 2021/11 dated 15th January, 2021 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 and SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated 5th January 2023 issued by SEBI In compliance with the MCA Circulars and SEBI Circular dated October 7, 2023, Notice of the AGM along with the Annual Report for the financial year 2024-25 is being sent only through electronic mode to those members whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Members may note that this Notice and Annual Report for the financial year 2024-25 will also be available on the Company’s website at www.tarapurtransformers.comand on the website of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.comrespectively and on the website of NSDL https://www.evoting.nsdl.com
The Notice calling the AGM has been uploaded on the website of the Company at https://www.tarapurtransformers.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.
Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant in case the shares are held in electronic form and to Bigshare Services Private Limited, in case the shares are held in physical form..
In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company.
Pursuant to section 91 of the Companies Act, 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 and Regulation 42 of the SEBI (Listing Obligations and Disclosure
Regd. Office: S-112, 1[st] Floor, Rajiv Gandhi Commercial Complex,
Ekta Nagar, Kandivali (West), Mumbai- 400067. Tel: 022- 2867 0603/04,
Website: www.tarapurtransformers.com, email: [email protected], CIN: L99999MH1988PLC047303

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TRANSFORMERS LTD .

Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from to Friday, 19[th] September, 2025 to Thursday 25[th] September, 2025 (both days inclusive) for the purpose of 37[th] AGM.

The Register of Director and Key Managerial Personnel and their Shareholding maintained, under section 170 of the Companies Act, 2013 will be available for inspection at the Registered office of the Company on all working days except Saturday’s between 10.00 a.m. and 6.00 p.m. up to the date of the 37[th] Annual General Meeting.

18. Voting through electronic means:

Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 read with the Companies (Management and Administration) Rules, 2014 read with amendments or re-enactments made thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is pleased to provide the facility to exercise members’ right to vote at the 37th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL)

The facility for voting through ballot/polling paper shall also be made available at the venue of the 37[th] Annual General Meeting. The Members attending the Meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Monday, 22[nd] September, 2025 at 09:00 A.M. and ends on Wednesday, 24[th ] September, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday 18[th] September, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, 18[th] September, 2025

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting

Type
of
shareholders

Login Method

Individual
Shareholders
holding
securities in
demat mode
with NSDL.

1. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You
will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification
code and generate OTP. Enter the OTP received on registered email
id/mobile number and click on login. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name ore-Voting service provider i.e. NSDLand
you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period
2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on a mobile.
On the e-Services home page click on the “Beneficial Owner”icon under
“Login”which is available under‘IDeAS’section , this will prompt you to
enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added services. Click
on“Access to e-Voting”under e-Voting services and you will be able to see
e-Voting page. Click on company name ore-Voting service provider i.e.
NSDLand you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period If you are not registered for
IDeAS
e-Services,
option
to
register
is
available
at
https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or
click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name ore-Voting

CIN: L99999MH1988PLC047303

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	TRANSFORMERS LTD.
	service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e- Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

TRANSFORMERS LTD.

service provider i.e. NSDLand you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period.
4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.

Individual
Shareholders
holding
securities in
demat mode
with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-
Voting page without any further authentication. The users to login Easi
/Easiest are requested to visit CDSL website www.cdslindia.com and click
on login icon & New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period. Additionally, there is also
links provided to access the system of all e-Voting Service Providers, so that
the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available
at CDSL websitewww.cdslindia.comand click on login & New System
Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.comhome page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.

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Individual You can also login using the login credentials of your demat account through your Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging (holding in, you will be able to see e-Voting option. Click on e-Voting option, you will be securities in redirected to NSDL/CDSL Depository site after successful authentication, wherein demat you can see e-Voting feature. Click on company name or e-Voting service provider mode) login i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your through their vote during the remote e-Voting period. depository participants

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800-21-09911

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is: 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12 EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
a) For Members who hold shares in demat account with NSDL.
b) For Members who hold shares in demat account with CDSL.
c) For Members holding shares in Physical Form.

5. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

How	to retrieve your ‘initial password’?
(i)	If your email ID is registered in your demat account or with the company, your
	‘initial password’ is communicated to you on your email ID. Trace the email
	sent to you from NSDL from your mailbox. Open the email and open the
	attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf
	file isyour 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL

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account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system. How to cast your vote electronically on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. Regd. Office: S-112, 1[st] Floor, Rajiv Gandhi Commercial Complex, Ekta Nagar, Kandivali (West), Mumbai- 400067. Tel: 022- 2867 0603/04, Website: www.tarapurtransformers.com, email: [email protected], CIN: L99999MH1988PLC047303

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General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Nihar Kudaskar at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

By Order of the Board of Directors

Sd/-

Yash Betkar Date: 28-08-2025

Director Place: Mumbai

DIN: 10944640

Statement pursuant to Section 102(1) of the Companies Act, 2013, as amended (‘Act’)

Item No. 3

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 as amended from time to time and based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on Thursday 28[th] August 2025, approved the appointment of M/s Sandeep Dubey & Associates., Practising Company Secretaries, as the Secretarial Auditors

of the Company for the first term of 5(Five) consecutive years to conduct the Secretarial Audit of the Company from F.Y. 2025-26 to F.Y. 2029-30. The Board of Directors, in consultation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors. Further, the Company has received the consent letter as well as eligibility letter from the audit firm for their proposed appointment as secretarial auditors for the first term of 5(Five) consecutive years commencing from F.Y. 2025-26.

Details as required under regulation 36 (5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

• The fee proposed to be paid to M/s Sandeep Dubey & Associates., Practising Company Secretaries, towards the Secretarial Audit for the FY 2025-26 is mutually decided, with the authority of Board of Directors to make revision as it may deem fit for the balance term, based on the recommendation of Audit

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Committee. M/s Sandeep Dubey & Associates., Practising Company Secretaries, will be appointed for the first term of 5(Five) consecutive years to conduct the Secretarial Audit of the Company from F.Y. 2025-26 to F.Y. 2029-30.

• The Audit Committee and the Board of Directors, while recommending the appointment of M/s Sandeep Dubey & Associates., Practising Company Secretaries, as the Secretarial Auditor, have considered, among other things, the credential of the firm and eligibility criteria prescribed under the act. M/s Sandeep Dubey & Associates., Practising Company Secretaries is an integrated services of Secretarial Compliance the firm focuses on providing high quality services and solving complexity relating corporate laws, registered as a practicing company secretaries firm with the Institute of Company Secretaries of India (ICSI). The Firm also works with several other Practicing Professionals like CA, CS, CWA and Advocates etc. Advising them and their clients on various aspects of Corporate Laws .We focus on clients. We take pride in our ability to provide quality services. We have knowledge and experience in dealing with matters relating to; •Company Law •Securities Laws •Legal Due Diligence •Transactions •Joint Ventures •Foreign Collaborations Technology Transfers Mergers and Acquisitions •Listings and Capital Market

The Board recommends the ordinary resolution set forth in this notice for the approval of Members.

None of the Directors or any Key Managerial Personnel of the Company or their respective relatives except M/s Sandeep Dubey & Associates are in anyway, concerned or interested, either directly or indirectly in passing of the said resolution, save and except to the extent of their respective interest as shareholders of the Company, as applicable.

Item No. 4

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors by its resolution passed on 13th August, 2024 appointed Mr. Yash Betkar as an additional director under the category of Executive Director of the Company w.e.f. 14/02/2025. As per the provisions of Section 161 of the Companies Act, 2013, Due notice under Section 160 of the Companies Act, 2013 has been received to propose him as a candidate for the office of Director of the Company. Mr. Yash Betkar is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 or pursuant to any SEBI order or any order passed by any other authority.

The brief profile of Mr. Yash Betkar is given below:

Mr. Yash Betkar has completed his education in the field of Commerce and has two years of experience in management. His role involves engaging with a diverse range of external stakeholders, including key client groups, industry representatives, and business support entities at local, regional, and national levels, as well as collaborating with the company's board. He works across the organization to ensure that the company operates efficiently, intelligently, and strategically, aligning business objectives with industry

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best practices and fostering sustainable growth The Board believes his continued association will benefit the Company.

The profile of Mr. Yash Betkar, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 (SS-2) issued by the Institute of Company Secretaries of India, has been provided Annexure-1 in this Notice.

The Company received from of Mr. Yash Betkar (DIN: 10944640 ):-

1) Consent in writing to act as Director of the Company in Form DIR-2;
2) Intimation in Form DIR-8 to the effect that she is not disqualified under Section 164(2) of the Companies Act, 2013;

3) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by Securities and Exchange Board of India or any other such authority

The Board recommends the ordinary resolution set forth in this notice for the approval of Members.

None of the Directors or any Key Managerial Personnel of the Company or their respective relatives except except Mr. Yash Betkar, is in anyway, concerned or interested, either directly or indirectly in passing of the said resolution, save and except to the extent of their respective interest as shareholders of the Company, as applicable.

Item No. 5

In view of the provisions of Section 188 (1) of the Companies Act, 2013 and the rules made thereunder, the Audit Committee and Board of Directors have recommended the consent of shareholders to set the maximum limit i.e. Rs. 2 Crore per transaction that your company may enter with its related parties i.e. Associates, Key Managerial Person, Relatives of Key Managerial Person, Company of relatives of Key Managerial Person. All the proposed transactions would be carried out as part of business requirements of the Company and are ensured to be on arm’s length basis. Members are hereby informed that pursuant to the second proviso of Section 188(1) of the Companies Act, 2013, no member of the Company shall vote on such resolution to approve any contract or arrangement, if such member is a related party.

The Board recommends the ordinary resolution set forth in this notice for the approval of Members.

None of the Directors or any Key Managerial Personnel of the Company or their respective relatives, ares in any way, concerned or interested, either directly or indirectly in passing of the said resolution, save and except to the extent of their respective interest as shareholders of the Company, as applicable.

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Item No. 6

The Company owns 15 acres of land situated at Plot No. 141, Wada Manor Road Pali, Village Wada, Palghar – 421303. Considering the present financial requirements of the Company, the Board of Directors at its meeting held on 28.08.2025 has approved the proposal to sell, transfer or otherwise dispose of a portion of the said land.

The sale consideration shall not be less than the value determined by an independent valuer and in any case, not less than the higher of the two independent valuations obtained by the Company. The proceeds from the proposed sale are intended to be utilized for repayment of secured loans, settlement of outstanding bank liabilities, and/or discharge of any mortgage or security interest created over the said property.

Pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 , the Board of Directors cannot, except with the consent of the members of the Company by way of a Special Resolution, sell, lease, or otherwise dispose of the whole or substantially the whole of the undertaking of the Company. Accordingly, the approval of the members is sought by way of a Special Resolution to authorize the Board of Directors to sell, transfer or otherwise dispose of such portion of the land as the Board may deem appropriate in the best interests of the Company.

The Board recommends the resolution set out at Item No. 6 of the Notice for the approval of the members as a Special Resolution .

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the resolution, except to the extent of their shareholding, if any, in the Company.

Item No. 7

As per provisions of section 180(1)(a) of the Companies Act, 2013 the Board of Directors of the Company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the Company, only with the approval of the members of the Company by way of special resolution.

The members of the company have proposed to Approve the limits upto Rs. 100 crores.

The Board recommends the resolution set out at Item No. 7 of the Notice for the approval of the members as a Special Resolution .

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Item No. 8

The Company requires to borrow funds from time to time to meet both its short term and long terms business objectives, from various external agencies like banks, financial institutions, bodies corporate, individuals or other kind of lenders. According to section 180 (1) (c) of the Companies Act, 2013, the total amount of such borrowings as well as the outstanding at any time cannot exceed the aggregate of paid up capital and free reserves of the Company, except with the consent of the members.

The company needs enhancement, accordingly the resolution has been proposed to approve the limits of borrowing to Rs. 100.00 Crores.

The Board recommends the resolution set out at Item No. 8 of the Notice for the approval of the members as a Special Resolution .

ANNEXURE-1

Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by The Institute of Company Secretaries of India in respect of Directors seeking re-appointment / appointment / confirmation at the ensuing Annual General Meeting are as follows:

Name of the Directors	Mr. Digambar Patil	Mr. Yash Betkar
Director Identification Number	10725330	10944640
Date of Birth& Age	05/07/1991	28/01/1995
Date of Appointment	13/08/2024	14/02/2025
Status	Non-Executive Non Independent Director	Executive Director

CIN: L99999MH1988PLC047303

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Qualification	Diploma	Graduates
Appointment/Re-appointment	Re-appointment on retiring by rotation	Appointment as executive director
Directorship of Other Companies	None	None
Chairman/Member in the Committees of the Boards of Companies	None	None
Shareholding (No. of Shares)	NIL	NIL
Relationship with existing Directors of the Company	NA	NA

By Order of the Board of Director For Tarapur Transformers Limited

Sd/Yash Betkar Director DIN: 10944640

Registered Office: - S-112, 1[st] Floor, Rajiv Gandhi Commercial Complex, Ekta Nagar, Kandivali (West), Mumbai- 400067

Website: www.tarapurtransformers.com, Email: [email protected] CIN-L99999MH1988PLC047303

Date: 28-08-2025 Place : Mumbai

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ROUTE MAP FOR THE

VENUE OF AGM IS GIVEN BELOW:

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AI assistant

TARAPUR TRANSFORMERS LIMITED — AGM Information 2025

63917_rns_2025-09-01_2467e7c7-8db2-468a-ad0e-c09098f1a67d.pdf

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Date: 01[st] September, 2025

Dear Sir/Madam,

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NOTICE

ORDINARY BUSINESS:

1. TO CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON;

2. TO APPOINT MR. DIGAMBAR KISHOR PATIL (DIN:10725330), AS A DIRECTOR LIABLE TO RETIRE BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT

SPECIAL BUSINESS:

3. APPOINTMENT OF M/S. SANDEEP DUBEY & ASSOCIATES PRACTICING COMPANY SECRETARIES AS SECRETARIAL AUDITOR OF THE COMPANY FOR A TERM OF 5 YEARS

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4. TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. YASH BETKAR (DIN:10944640) AS AN EXECUTIVE DIRECTOR OF THE COMPANY

5. APPROVAL FOR RELATED PARTY TRANSACTION:

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6. APPROVAL FOR SALE OF LAND OF THE COMPANY

7. TO INCREASE POWERS OF THE BOARD U/S 180(1) (A) OF THE COMPANIES ACT, 2013

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8. TO INCREASE BORROWING POWERS OF THE COMPANY U/S 180(1) (C) OF THE COMPANIES ACT, 2013

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By Order of the Board of Directors

Sd/-

NOTES:

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18. Voting through electronic means:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

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c) How to retrieve your ‘initial password’?

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General Guidelines for shareholders

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By Order of the Board of Directors

Sd/-

Statement pursuant to Section 102(1) of the Companies Act, 2013, as amended (‘Act’)

Item No. 3

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Item No. 4

The brief profile of Mr. Yash Betkar is given below:

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Item No. 5

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Item No. 6

Item No. 7

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Item No. 8

ANNEXURE-1

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TARAPUR TRANSFORMERS LIMITED AGM Information 2025