Bosch : Letter to SE dated 08.04.2026 – Postal ballot notice

Corporate Relationship Department BSE Limited

1stFloor, New Trading Ring Rotunda Building

Phiroze Jeejeebhoy Towers Dalal Street, Fort

Mumbai - 400 001

Scrip code: 500530

The Manager Listing Department

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G Bandra-Kurla Complex

Bandra (E) Mumbai - 400 051

Scrip code: BOSCHLTD

Bosch Limited Post Box No:3000

Hosur Road, Adugodi Bangalore-560030 Karnataka, India

Tel [phone]

https://www.bosch.in CIN:L85110KA1951PLC000761

[e-mail]

April 8, 2026

Dear Sir/Madam,

Sub:Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice.

Further to our letter dated April 8, 2026, intimating about the outcome of Board Meeting, this to intimate you that the Board of Directors of the Company, at its meeting held today i.e. April 8, 2026, has also considered and approved the Postal Ballot process for seeking approval from the members of the Company as stated in Postal Ballot Notice.

The Exchange is hereby informed that the said Postal Ballot Notice dated April 8, 2026, is being sent to all the Members of the Company whose names appear in the Register of Members/list of Beneficial Owners as on Friday, April 3, 2026, being the cut-off date for sending Postal Ballot Notice to the Members who are entitled for e-voting.

Kindly note the calendar of main events for the Postal Ballot as below:

1. Cutoff date/Benpos date for sending Notice to Members: April 3, 2026 (Friday).

2. Date of dispatch of postal ballot notice: April 8, 2026 (Wednesday)

3. E-voting period starts on: April 9, 2026 (Thursday).

4. E-voting period ends on: May 8, 2026 (Friday).

5. Scrutinizer's Report and date of declaration of results of the Postal Ballot: on or before May 12, 2026 (Tuesday).

We hereby enclose the Postal Ballot Notice for the aforesaid information.

The above intimation shall also be made available on the website of the Company at https://www.bosch.in.

Yours faithfully,

for Bosch Limited,

Venkataram

Digitally signed by Venkataraman

an

Srinivasan

Srinivasan

Date: 2026.04.08

18:59:54 +05'30'

V. Srinivasan

Company Secretary & Compliance Officer

Encl:A/a

Registered Office: Bosch Limited, Hosur Road, Bangalore-560030, Karnataka, India Managing Director: Guruprasad Mudlapur; Joint Managing Director: Sandeep Nelamangala

BOSCH LIMITED

(CIN: L85110KA1951PLC000761)

Registered Office: Hosur Road, Adugodi, Bengaluru - 560030.

Tel: [phone]

Website: www.bosch.in; E-mail: [e-mail]

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (" the Act") and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended from time to time and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2"), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars") and any other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the proposed resolutions be passed:

Item No.	Particulars of Resolution	Resolution Type
1.	Approve Material Related Party Transaction involving investment in the Equity Share Capital of Bosch Chassis Systems India Private Limited (RBIC).	Ordinary
2.	Approve Issue of 1,230 Equity Shares each on Preferential Basis for consideration other than cash to Robert Bosch Investment Nederland B.V (RBNI), Netherlands and Robert Bosch LLC, USA (Promoter Group) and approving terms thereof.	Special

through postal ballot (the "Postal Ballot") only by way of voting through electronic means ("remote e-voting").

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The communication of assent (FOR) or dissent (AGAINST) of the Members would take place only through the remote e-voting system facilitated by CDSL. Accordingly, hard copy of the notice will not be sent to the Members. Further, if your e-mail address is not registered with the Company/Depositories, kindly follow the procedure provided in the Notes to receive this Postal Ballot Notice.

This postal ballot notice shall also be available on the Company's website www.bosch.in , 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 on the website of CDSL at www.evotingindia.com.

The proposed resolutions and explanatory statement pertaining to the said resolutions setting out all material facts concerning thereto as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars are appended below seeking consent of the Members of the Company through Postal Ballot/ e-voting.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company at its meeting held on April 8, 2026 has appointed Mr. Prasanna Bedi (Membership No. F11711), Proprietor of Bedi & Co, Practicing Company Secretary, Address: 14, 1st Cross, RMV 2nd stage, Sanjaynagar, Bangalore -560094, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and

transparent manner. The Scrutinizer's decision on the validity of remote e-voting will be final.

The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") for facilitating remote e-voting. The remote e-voting period commences from 9.00 A.M. (IST) on Thursday, April 9, 2026, and ends at 5.00 P.M. (IST) on Friday, May 8, 2026. The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results shall be declared on or before Tuesday, May 12, 2026, at any time before 5.00 p.m.

The said results along with the Scrutinizer's Report would be intimated to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), where the Equity Shares of the Company are listed. The results will also be uploaded on the Company's website www.bosch.in and on the website of Central Depository Services (India) Limited("CDSL") www.evotingindia.com and displayed at the Registered office of the Company.

The last date for receipt of votes vide e-voting i.e., Friday, May 8, 2026, shall be deemed to be the date of passing of the resolution, if passed by requisite majority in accordance with SS-2 on General Meetings.

SPECIAL BUSINESS:

1. APPROVE MATERIAL RELATED PARTY TRANSACTION INVOLVING INVESTMENT IN THE EQUITY SHARE CAPITAL OF BOSCH CHASSIS SYSTEMS INDIA PRIVATE LIMITED (RBIC) ('TARGET COMPANY'):

   To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 ("Act") and Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with the relevant rules under the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any of the Act, the rules issued under the Act, the Listing Regulations and the Articles of Association of the Company, in each case including any statutory modifications, amendments or re-enactment thereof, for the time being in force, and subject to the approvals, consents and permissions as may be necessary from the concerned statutory authorities/other concerned bodies, if any, and subject to such terms and conditions as may be imposed by them, and which may be agreed to by the Board of Directors of the Company ("Board"), which expression shall also include a committee thereof duly constituted by the Board, the consent of the members of the Company, be and is hereby accorded to the acquisition by the Company of the entire issued and paid up share capital of BOSCH CHASSIS SYSTEMS INDIA PRIVATE LIMITED ("TARGET COMPANY"), from the current shareholders of TARGET COMPANY, viz., Robert Bosch Investment Nederland B V, (RBNI), Netherlands and Robert Bosch LLC, USA, which are related parties of the Company under Regulation 2(1)(zb) of the SEBI Listing Regulations for an aggregate share purchase consideration not exceeding INR 9,068.68 crores as under:

   1. RBNI, which shall be discharged by way of issuance of 1,230 Bosch Limited Equity Shares to RBNI and the balance consideration would be discharged in cash and.

   2. Robert Bosch LLC, which shall be discharged by way of issuance of 1,230 Bosch Limited Equity Shares to Robert Bosch LLC and the balance consideration would be discharged in cash.

      RESOLVED FURTHER THAT any two of the Executive Directors of the Company and /or the Chief Financial Officer of the Company, be and are hereby Jointly authorized to:

      1. sign, negotiate and execute the aforesaid Transaction Documents and also authorized to undertake, accept and execute any amendments, alterations, additions, or modifications, including execution of any other agreements, undertakings, declarations, documents, deeds and things pursuant to or in connection with the transaction contemplated in the aforesaid Transaction Documents, and to do all acts, deeds, matters and things as may be necessary or required for the aforesaid execution or to give effect to and perform the obligations set out in the Transaction Documents.

         
         
         

      2. to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and settle all matters arising out of and incidental thereto and to sign and execute all deeds, applications, undertakings or any other relevant documents as may be required on behalf of the Company and generally do all acts, deeds, matters and things as may be necessary or required for completion of regulatory filings with Registrar of Companies, Regional Director, Tax authorities, SEBI, BSE Limited, National Stock Exchange of India Limited, Reserve Bank of India and other statutory/ regulatory authorities and as may be relevant for the purpose of giving effect to the aforesaid resolution.

      RESOLVED FURTHER THAT all the actions taken by the Board of Directors and/or Audit Committee in connection with any matter referred to or contemplated in any of the foregoing resolution, be and are hereby approved, ratified and confirmed in all respect."
2. APPROVE ISSUE OF 1,230 EQUITY SHARES EACH ON PREFERENTIAL BASIS FOR CONSIDERATION OTHER THAN CASH TO ROBERT BOSCH INVESTMENT NEDERLAND B.V, (RBNI), NETHERLANDS AND ROBERT BOSCH LLC, USA (PROMOTER GROUP) AND APPROVING TERMS THEREOF.:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 23, 42, 62 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013; Chapter V and other applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the 'SEBI ICDR Regulations') or the 'SEBI (ICDR) Regulations', Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the 'SAST Regulations'), Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the 'PIT Regulations'), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), applicable provisions of Foreign Exchange Management Act, 1999, as amended or restated ("FEMA"), and the Foreign Exchange Management Act,1999, as amended, the Foreign Exchange Management (Non- debt Instruments) Rules, 2019, as amended, the extant consolidated Foreign Direct Investment Policy issued by the department for Promotion of Industry and internal Trade , as amended and rules, circulars, notifications, regulations and guidelines issued under FEMA, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs ('MCA'), the Reserve Bank of India (RBI), BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') where the shares of the Company are listed (hereinafter jointly referred to as the 'Stock Exchanges') and/ or any other statutory/ government/ regulatory authority; and rules and regulations framed thereunder as amended, (including any statutory modification(s) thereto or re-enactment(s) thereof for the time being in force), any other applicable laws made under any of the above mentioned statutes in the form of any other any other rule(s), regulation(s), circular(s), notification(s), guideline(s), order(s) etc., issued thereunder including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof, for the time being in force, and pursuant to the provisions of any other substantive and/or procedural laws that may be applicable in this regard; memorandum and articles of association of the Company; and subject to the approval(s), consent(s), permission(s), sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications, as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), sanction(s), and which agreed by the Board of Directors of the Company and applicable regulatory authorities; the consent of the members of the Company be and is hereby accorded to create, offer, issue and allot, 2,460 equity shares ('Equity Share') of face value of INR 10/- (Indian Rupees Ten only) each, fully paid-up of the Company on a preferential basis at an issue price of INR 35200/- (Indian Rupees Thirty Five Thousand Two Hundred only) [including premium of INR 35,190/- (Indian Rupees Thirty Five Thousand One Hundred Ninety only)] per Equity Share aggregating to INR 8,65,92,000 (Indian Rupees Eight Crores Sixty Five Lakhs Ninety Two Thousand only), as per the SEBI ICDR Regulations, for consideration other than cash, for acquisition of 2 Equity Shares of Bosch Chassis Systems India Private Limited ('Target Company'), in such manner and upon such terms and conditions as set out in share purchase

agreement dated April 8, 2026 entered between Bosch Limited, Robert Bosch Investment Nederland B.V., Robert Bosch LLC, and Bosch Chassis Systems India Private Limited or other applicable provisions of the law as may be prevailing at the time and/ or in accordance with the terms of this issue, provisions of SEBI ICDR Regulations, or other applicable laws in this respect to the following persons/ entities ("Preferential Issue"):

Sl. No.	Name of the Proposed Allotees	Category	Maximum number of Equity Shares to be issued	Consideration per Equity Share (₹)
1	Robert Bosch Investment Nederland B.V., Netherlands	Promoter group	1,230	35,200/-
2	Robert Bosch LLC, USA	Promoter group	1,230	35,200/-
	Total		2,460

RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations, 2018, the "Relevant Date" for the purpose of calculating the floor price for the issue and allotment of shares shall be Wednesday, April 8,2026, being the date 30 days prior to the date of passing of resolution through Postal Ballot. RESOLVED FURTHER THAT valuation report by PwC Business Consulting Services LLP, Registered Valuer IBBI No: Registration No. IBBI/RV-E/02/2022/158, Address: 252, Veer Savarkar Marg Shivaji Park, Dadar, Mumbai - 400 028 in respect of fair valuation of equity shares of Bosch Limited and Bosch Chassis Systems India Private Limited and the share swap ratio in accordance with the requirements of Regulation 163(3) under SEBI (ICDR) Regulations (being Rs. 35,200/- (Indian Rupees Thirty Five Thousand Two Hundred only) per Equity Share for Bosch Limited and being Rs 4,35,99,444.90 (Indian Rupees Four Crores Thirty Five Lakhs Ninety Nine Thousand Four Hundred and Forty Four and Paisa Ninety only) per Equity Share for Bosch Chassis Systems India Private Limited and the share swap ratio being 1,230 equity shares of Bosch Limited for each equity share of Bosch Chassis Systems India Private Limited, be and is hereby taken on record. RESOLVED FURTHER THAT certificate dated April 8,2026 issued by Ms. Rashmi Shah, Chartered Accountant, R V SHAH & ASSOCIATES, Chartered Accountants having its address at 1709, Level 17, One World, S. V. Road, Malad West, Mumbai - 400 064, Registered Valuer, IBBI Regn. No.: IBBI/RV/06/2018/10240 ICAI Membership Number 123478, in respect of floor price of Equity Shares of the Company in accordance with the requirements under SEBI (ICDR) Regulation 164(1) (being Rs 35,181.13/- (Indian Rupees Thirty-Five Thousand One Hundred Eighty-One and Paisa Thirteen only) per Equity Share), be and is hereby taken on record. RESOLVED FURTHER THAT certificate issued by Mr. Prasanna Bedi (Membership No. F11711), Proprietor of Bedi & Co, Practicing Company Secretary having its address at 14, 1st Cross, RMV 2nd stage, Sanjaynagar, Bangalore - 560094 dated April 8, 2026 confirming the compliance with Chapter V and Regulation 163(2) of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, including amendments ("ICDR Regulations") by the Company, be and is hereby taken on record. RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Subscription Shares to the Proposed Allottees under the Preferential Issue shall be subject to the following terms and conditions, in addition to the others, as prescribed under the applicable laws:

1. The Subscription Shares to be issued and allotted shall be fully paid-up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

2. The price determined above shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

3. The Subscription Shares shall be allotted by the Company to the Proposed Allottees in dematerialized form within a period of 15 (Fifteen) days from the date of receipt of Members' approval or such other extended period as may be permitted in accordance with the SEBI ICDR Regulations.