Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Transwarranty Finance Limited

Meeting Details

The 32nd Annual General Meeting will be held on Wednesday, September 30, 2026 at 4:00 P.M. IST through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical presence of members at a common venue, in compliance with MCA Circular No. 09/2024 dated September 19, 2024 and SEBI Circular dated October 3, 2024.

Proposed Resolutions and Implications

Ordinary Business:

1. To consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the financial year 2025-26 together with Reports of Directors and Auditors

2. To consider and approve re-appointment of Mr. Ramachandran Unnikrishnan (DIN: 00493707) as Director who retires by rotation

Special Business:

3. Re-appointment of Mr. Kumar Nair as Managing Director and CEO: Special resolution to re-appoint Mr. Kumar Nair (DIN: 00320541) as Managing Director and CEO for a period of three years with effect from September 01, 2026 with remuneration not exceeding ₹60 lakhs per annum

4. Continuation of Mr. Ramachandran Unnikrishnan as Executive Director beyond age 70: Special resolution to continue the appointment of Mr. Ramachandran Unnikrishnan (DIN: 00493707) as Executive Director beyond the age of 70 years upon attaining such age in November 2026

5. Issuance of Non-Convertible Debentures: Special resolution to issue secured/unsecured redeemable Non-Convertible Debentures including subordinated debt up to ₹100 crore on private placement basis within overall borrowing limits

6. External Commercial Borrowings: Special resolution to raise funds through Foreign Currency/Rupee Denominated Bonds up to rupee equivalent of USD 50 million on private placement basis

7. Increase in Authorised Share Capital: Ordinary resolution to increase authorized share capital from ₹61,00,00,000 to ₹65,00,00,000 by creating additional 4,00,000 equity shares of ₹10 each

8. Material Related Party Transaction with Vertex Securities Limited: Ordinary resolution to approve material RPTs with Vertex Securities Limited (associate company) for aggregate value of ₹56 crore

9. Material Related Party Transaction with Vertex Commodities and Finpro Private Limited: Ordinary resolution to approve material RPTs with Vertex Commodities and Finpro Private Limited (associate company) for aggregate value of ₹12 crore

10. Material Related Party Transactions with Directors/KMPs as NCD Lenders: Ordinary resolution to approve continuation of NCD issuances to Directors/KMPs of Company/Subsidiaries/Associates or their relatives for aggregate amount not exceeding specified limits

Voting Process and Methods

The company will provide remote e-voting facility through NSDL. The remote e-voting period commences on Saturday, September 26, 2026 at 9:00 a.m. and ends on Tuesday, September 29, 2026 at 5:00 p.m. Members can vote electronically through:

  • NSDL e-voting website https://www.evoting.nsdl.com/
  • NSDL Mobile App "NSDL Speede"
  • Login through demat account with Depository Participants
  • Physical shareholders can obtain user ID/password by submitting required documents

Members attending the AGM through VC/OAVM who have not cast their vote through remote e-voting can vote during the meeting through e-voting system.

Key Voting Information

  • Cut-off date for determining voting rights: Wednesday, September 23, 2026
  • Voting rights proportional to share in paid-up equity share capital as on cut-off date
  • Once vote is cast, member cannot change it subsequently
  • Institutional shareholders must send scanned copy of Board Resolution/Authority letter to scrutinizer

Scrutinizer Appointment and Role

The Board of Directors has appointed M/s. Yogesh Sharma & Co, Practising Company Secretaries (Membership No. FCS 11305 & COP No. 12366) as Scrutinizer to scrutinize the voting process in a fair and transparent manner. The Scrutinizer shall:

  • Unblock votes cast through remote e-voting immediately after conclusion of AGM voting
  • Prepare Consolidated Scrutinizer's Report of total votes cast for/against within two working days from conclusion of AGM
  • Submit report to Chairman or authorized person who will countersign and declare results

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 and rules made thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circular Nos. 14/2020, 17/2020, 20/2020, and 2/2021
  • RBI guidelines for NBFCs regarding NCD issuances
  • All resolutions include necessary regulatory references and compliance statements

Additional Financial Information

The explanatory statement includes financial performance indicators for FY 2025-26:

  • Total Income: ₹877.05 lakhs
  • Total Expenditure: ₹1,034.64 lakhs
  • Profit/(Loss) before tax: (₹200.07) lakhs
  • Profit/(Loss) after tax: (₹204.53) lakhs
  • Basic EPS: (₹0.38)
  • Diluted EPS: (₹0.38)

Related Party Transaction Details

The document contains extensive disclosures about material related party transactions as required by SEBI Listing Regulations, including:

  • Previous transaction amounts with related parties
  • Proposed transaction values and terms
  • Relationship and ownership details
  • Financial performance of related parties
  • Arm's length pricing confirmation
  • Audit Committee approvals

Important Notes for Members

  • No proxy facility available for this AGM (as per MCA Circular No. 14/2020)
  • Corporate members can appoint authorized representatives
  • Facility available for 1000 members to join VC/OAVM on first-come-first-served basis
  • Members can pre-register as speakers between September 15-22, 2026
  • Questions can be sent in advance to companysecretary@transwarranty.com
  • Results will be displayed on company website, NSDL website, and stock exchanges