AGM Details

  • Date and Time: Wednesday, September 23, 2026, at 12:30 P.M. (IST)
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Deemed Venue: Registered Office of the Company at Plot No.14, SIPCOT Industrial Complex, Kudikadu, Cuddalore – 607 005, Tamil Nadu.

Record Date and E-Voting Schedule

  • Record Date for Dividend & AGM: Wednesday, September 16, 2026.
  • Remote E-Voting Period: Commences on Sunday, September 20, 2026, at 9:00 a.m. (IST) and ends on Tuesday, September 22, 2026, at 5:00 p.m. (IST).
  • Share Transfer Book Closure: From Thursday, September 17, 2026, to Wednesday, September 23, 2026 (both days inclusive).

Ordinary Business

Item No. 1: Adoption of Financial Statements

To receive, consider, and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026, together with the Board Report and Auditor's Report thereon. This is proposed as an Ordinary Resolution.

Item No. 2: Declaration of Final Dividend

To declare a final dividend of ₹4.5 per equity share (face value of ₹5 each), representing 90% of the face value, for FY 2025-26. The dividend will be paid out of profits to shareholders on the register as of the record date, September 16, 2026. This is proposed as an Ordinary Resolution.

Item No. 3: Re-appointment of Director

To re-appoint Mr. R Karthikeyan (DIN: 00824621), a Director who retires by rotation, pursuant to Section 152 of the Companies Act, 2013. His profile is provided in an annexure. This is proposed as an Ordinary Resolution.

Item No. 4: Appointment of Statutory Auditor

To appoint M/s. Ramasamy Koteswara Rao and Co LLP, Chartered Accountants (Firm Reg. No. 010396S/S200084), as the Statutory Auditor for a term of five consecutive years, from the conclusion of the 52nd AGM until the conclusion of the 57th AGM. They will replace the retiring auditor, M/s. Singhi & Co. (Firm Reg. No. 302049E).

  • Remuneration: For FY 2026-27, the proposed remuneration is ₹27.50 lakhs plus applicable taxes and reimbursement of out-of-pocket expenses. For subsequent years, remuneration will be determined by the Board based on the Audit Committee's recommendation.
  • The firm has provided consent and eligibility certificates as required under the Companies Act, 2013.

This is proposed as an Ordinary Resolution.

Special Business

Item No. 5: Ratification of Cost Auditor Remuneration

To ratify the remuneration of ₹80,000 plus applicable taxes and out-of-pocket expenses for Mr. N. Krishna Kumar, Cost Accountant (Membership No. 27885), appointed as Cost Auditor for FY 2026-27. This is proposed as an Ordinary Resolution.

Item No. 6: Appointment of Secretarial Auditor

To appoint M/s. M D Baid & Associates, Practicing Company Secretaries (Firm Reg. No. P2004GJ015700), as Secretarial Auditor for a term of five consecutive financial years (FY 2026-27 to 2030-31).

  • Remuneration: To be fixed annually by the Board of Directors based on the recommendation of the Audit Committee.

This is proposed as an Ordinary Resolution.

Item No. 7: Revision of Managing Director's Remuneration

To approve a revision in the remuneration payable to Mr. Afzal Malkani (DIN: 07194226), Managing Director, for the remainder of his existing term, which ends on January 08, 2031.

  • Current Remuneration (CTC): ₹1,80,00,000 per annum.
  • Proposed Revised Remuneration (CTC): ₹1,98,72,880 per annum, effective from FY 2026-27.
  • The revision is based on a review by the Nomination and Remuneration Committee, considering his experience, leadership, and contribution to the company's growth, including overseeing a ₹250 crore QIP and a significant increase in market capitalization.
  • It is confirmed that Mr. Malkani is not a promoter or part of the promoter group.

This is proposed as a Special Resolution.

Other Key Information

  • Scrutinizer: M/s. M D Baid & Associates, Practicing Company Secretaries, has been appointed to scrutinize the e-voting process.
  • Dividend Payment: Dividend, if declared, will be paid within 30 days of the AGM. Tax will be deducted at source as per the Finance Act, 2020.
  • Document Availability: The notice and annual report have been sent electronically and are available on the company's website (https://tanfac.com/) and the BSE website (www.bseindia.com).
  • Green Initiative: Shareholders are encouraged to update their email addresses with their Depository Participants or the RTA to receive communications electronically.
  • IEPF: Unclaimed dividends for seven years will be transferred to the Investor Education and Protection Fund (IEPF).

Compliance References

This notice is issued pursuant to:

  • Regulation 34(1) of the SEBI (LODR) Regulations, 2015.
  • Sections 108, 139, 148, 152, and 204 of the Companies Act, 2013.
  • MCA General Circulars and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024.