Times Green Energy AGM Approves ₹30cr NCDs, ₹100cr Capital Raise

AGM Details

The 16th Annual General Meeting will be held on Monday, September 14, 2026, at 11:00 A.M. at Ground Floor, Shop No. 7, Maheswari Chambers, Somajiguda, Near Errammanzil Metro Station, Hyderabad – 500082.

Ordinary Business Items

Item 1: Adoption of Financial Statements

To receive, consider and adopt the annual financial statements for the year ended March 31, 2026, and the reports of directors and auditors thereon.

Item 2: Re-appointment of Director

To appoint Mr. Chandaka Janardhanrao (DIN: 07959789) who retires by rotation and offers himself for re-appointment as Additional Executive Director designated as Whole Time Director.

Item 3: Appointment of Statutory Auditors

To appoint M/S. TRAK & Associates (Firm Registration No. 017290S), Chartered Accountants, as Statutory Auditors for a first term of five consecutive years from the conclusion of the 16th AGM till the conclusion of the 21st AGM in 2031. Remuneration to be decided by the Board in consultation with the auditors.

Special Business Items

Item 4: Regularization of Independent Director

To appoint Mr. Divaker Nandanam (DIN: 07547321) as Non-Executive Independent Director for five years commencing January 20, 2026, until January 19, 2031. He holds a Diploma in Mechanical Engineering and has business operations experience.

Item 5: Regularization of Independent Director

To appoint Ms. Sheeza Abbas (DIN: 11888437) as Non-Executive Independent Director for five years commencing August 18, 2026, until August 17, 2031. She holds a Bachelor of Arts degree and has management advisory experience.

Item 6: Appointment of Whole Time Director

To appoint Mr. Ramakrishna Avadhanam (DIN: 11888440) as Whole Time Director for five years from August 18, 2026, to August 17, 2031. He is a media and entertainment professional with over 20 years of experience. His remuneration will be decided by the Board, and in case of loss or inadequacy of profits, minimum remuneration subject to Central Government approval may be paid.

Item 7: Re-appointment of Whole Time Director

To re-appoint Mr. Chandaka Janardhanrao (DIN: 07959789) as Whole Time Director for five years from August 25, 2026, to August 24, 2031. He is 35 years old, CA Inter, and has management consulting experience. Similar remuneration terms apply as for Item 6.

Item 8: NCD Issuance

To raise funds through issuance of 600 senior, secured, unrated, unlisted, redeemable Series A Non-Convertible Debentures aggregating ₹30,00,00,000 (Thirty Crores) on private placement basis.

NCD Terms:

Face Value: ₹5,00,000 per NCD
Tenor: Within 48 months from allotment date
Coupon: 18% per annum payable semi-annually
Default Coupon: 1% over and above coupon rate
Lock-in Period: 12 months
Security: First ranking mortgage charge over company's immovable property at Sy. No. 236, Dattai Palle Village, Thurkapally Mandal, Yadadri Bhuvanagiri District, Telangana (11,374 Sq. Yards)
Redemption: Principal amount after 48 months
Debenture Trustee: Axis Trustee Services Limited
Purpose: Business growth, asset book expansion, automated sanitary napkin unit construction, working capital for agro-related and sanitary napkin activities, FMCG brand manufacturing, and healthcare services expansion into hospitals

Item 9: Alteration of Memorandum of Association

To expand object clause to include:

1. Agricultural products business: export/import, e-commerce, trading, processing, packaging, storage, distribution of agricultural products, agri-commodities, farm produce with related infrastructure

2. Renewable energy projects: wind, solar, hybrid projects including along highways; electricity generation, transmission, distribution; power purchase agreements; EPC contracts

Item 10: Capital Raising Authorization

To raise capital up to ₹100 Crore through permissible methods including further public offer, qualified institutions placement, private placement, rights issue, or combination thereof. Securities may include equity shares or other eligible instruments to various investors including residents, non-residents, institutions, FIIs, QIBs.

Voting Arrangements

Remote e-voting period: September 10, 2026 (9:00 AM) to September 13, 2026 (5:00 PM)
Cut-off date: September 7, 2026
Scrutinizer: Mr. Jigar Kumar Gandhi, Practicing Company Secretary (Membership No. F7569)
Share transfer books closed: September 7-13, 2026

Director Details

Financial Impact

NCD issuance: ₹30 crore debt raising with interest cost of 18% per annum
Potential equity dilution: Up to ₹100 crore capital raising authorization
Auditor remuneration: To be determined by Board
Director remuneration: To be determined by Nomination and Remuneration Committee