Meeting Details

This is a Postal Ballot process without a physical meeting. The voting will be conducted entirely through electronic means.

Proposed Resolutions and Implications

The postal ballot contains one ordinary resolution:

ITEM NO. 1: TO APPROVE THE MATERIAL RELATED PARTY TRANSACTION

The company seeks approval to provide a corporate guarantee of Rs. 30,00,00,000/- (Rupees Thirty Crore only) to ICICI Bank Limited in connection with an overdraft facility for Pepperfry Limited, a subsidiary of TCC Concept Limited.

Key Details of the Transaction:

  • TCC Concept Limited holds 90.88% of Pepperfry Limited's share capital on fully diluted basis
  • The guarantee supports an overdraft facility of Rs. 30 crore with working capital demand loan and bank guarantee sub-limits
  • The transaction tenure is 12 months, corresponding to the overdraft facility tenor
  • The value represents 16.72% of TCC's annual consolidated turnover for FY 2025-2026
  • Pepperfry Limited's standalone financials for FY 2025-2026: Turnover ₹149.38 crore, PAT (₹26.74 crore), Net Worth ₹115.60 crore

Voting Process and Methods

The company has appointed MUFG Intime India Private Limited to provide e-voting facilities. The remote e-voting schedule is:

  • Cut-off date: Friday, October 2, 2026
  • Commencement: Saturday, October 10, 2026 at 9:00 AM IST
  • End: Sunday, November 8, 2026 at 5:00 PM IST
  • Results announcement: On or before Wednesday, November 11, 2026

Scrutinizer Appointment

The Board of Directors has appointed M/s. Sachapara & Associates, represented by Mr. Chirag Sachapara (Membership No. F13160 and CP No. 22177), as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.

Compliance with Regulations

The notice confirms compliance with:

  • Section 110 of the Companies Act, 2013
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard-2 on General Meetings
  • Various MCA Circulars including General Circular No. 03/2025 dated September 22, 2025
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025
  • SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026

Additional Information

The document includes detailed explanatory statements as required under Section 102 of the Companies Act, 2013, providing comprehensive information about the related party transaction, including:

  • Relationship and ownership details between TCC and Pepperfry Limited
  • Previous transactions with the related party
  • Financial implications and percentages
  • Rationale for the transaction
  • Details of directors/KMP with interest in the transaction
  • Disclosure of guarantee terms and obligations

The notice also contains extensive instructions for shareholders on how to participate in the remote e-voting process through various methods including NSDL, CDSL, and physical shareholding routes.