Meeting Details

The 32nd Annual General Meeting was held on Wednesday, September 30, 2026, from 4:00 PM to 4:34 PM IST. The meeting was conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in compliance with circulars issued by the Ministry of Corporate Affairs and SEBI. The deemed venue was the company's registered office at 403, Regent Chambers, Nariman Point, Mumbai - 400021.

Proposed Resolutions and Implications

Ten resolutions were presented for shareholder approval:

Ordinary Business (Ordinary Resolutions):

  • Item 1: Adoption of Standalone and Consolidated Audited Financial Statements for FY ended March 31, 2026, with Directors' and Auditors' Reports.
  • Item 2: Re-appointment of Mr. Ramachandran Unnikrishnan (DIN: 00493707) who retired by rotation.

Special Business (Special Resolutions):

  • Item 3: Re-appointment of Mr. Kumar Nair (DIN: 00320541) as Managing Director and CEO.
  • Item 4: Continuation of Mr. Ramachandran Unnikrishnan (DIN: 00493707) as Executive Director beyond the age of 70 years.
  • Item 5: Issuance of Non-Convertible Debentures on Private Placement Basis.
  • Item 6: Raising of funds by way of External Commercial Borrowings.

Special Business (Ordinary Resolutions):

  • Item 7: Increase in Authorised Share Capital and consequent alteration to the capital clause of the Memorandum of Association.
  • Item 8: Approval of Material Related Party Transactions between TFL and Vertex Securities Limited (Associate Company).
  • Item 9: Approval of Material Related Party Transactions between TFL and Vertex Commodities and Finpro Private Limited (Associate Company).
  • Item 10: Details of Material Related Party Transactions between TFL and Directors/KMPs/Subsidiaries/Associates/Relatives (NCD Lenders).

Voting Process

The company provided two voting methods:

1. Remote e-voting facility was available from Saturday, September 26, 2026 (9:00 AM) to Tuesday, September 29, 2026 (5:00 PM IST) through NSDL for all members holding shares as of the cut-off date (Wednesday, September 23, 2026).

2. E-voting facility during the AGM proceedings was available for members who participated through VC/OAVM and had not cast votes through remote e-voting. The voting window remained open for 15 minutes during the meeting.

Key Voting Outcomes

The document states that all resolutions were approved but does not provide specific vote counts, percentages, or category-wise participation breakdowns. The company committed to separately intimate the detailed voting results (combining remote e-voting and e-voting at the meeting) to stock exchanges and place them on the company website (www.transwarranty.com), NSDL (www.evoting.nsdl.com), BSE (www.bseindia.com), and NSE (www.nseindia.com).

Scrutinizer's Role

Mr. Yogesh Sharma, representing M/s. Yogesh Sharma & Co., served as the Scrutinizer for both the remote e-voting process and the voting during the AGM proceedings. His report will form part of the detailed voting results to be disclosed.

Compliance Confirmation

The meeting was conducted in compliance with:

  • The Companies Act, 2013 and rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard on General Meetings
  • Relevant circulars from MCA and SEBI regarding virtual meetings

The Statutory Auditors' Report and Secretarial Audit Report for FY ended March 31, 2026, contained no qualifications.

Signatories and Roles

  • Mr. Suhas Borgaonkar, Company Secretary and Compliance Officer (Membership No.: A3391), signed and submitted the disclosure.
  • Mr. Kumar Nair chaired the meeting as Chairman of the Board.
  • Mr. Yogesh Sharma (M/s. Yogesh Sharma & Co.) served as Scrutinizer.
  • Mr. Vivek Gaggar (M/s. Deoki Bijay & Co.) represented the Statutory Auditors.

Additional Information

The live meeting was webcast on NSDL's website. All required registers and documents mentioned in the notice were available for inspection. The meeting concluded with the requisite quorum present throughout. This document specifically notes that it does not constitute the formal minutes of the AGM.