Meeting Details

The 01/2026-27 Extra-ordinary General Meeting (EoGM) will be held on Monday, November 30, 2026 at 11:30 A.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). There will be no physical meeting venue.

Voting Arrangements

  • Register of members and share transfer books will not be closed
  • Cut-off date for voting eligibility: Monday, November 23, 2026
  • Remote e-voting period: November 27, 2026 (9:00 AM) to November 29, 2026 (5:00 PM)
  • E-voting facility available during EGM for those who haven't voted remotely
  • NSDL appointed as e-voting agency
  • Scrutinizer: M/s. PRASAD AND PARTNERS LLP (Mr. Anand S Lavingia)

Special Business Resolutions

Item 1: Loans/Guarantees to Related Entities under Section 185

  • Special Resolution to approve loans, guarantees, and securities to True Colors Advance Materials Private Limited (TCAMPL) and other entities where directors are interested
  • Separate limits of ₹500 Crores each for loans, guarantees, and securities (total ₹1,500 Crores)
  • Limits are independent and utilization of one doesn't affect others
  • Funds to be used for capital expenditure, working capital, and business requirements of entities

Item 2: Enhanced Investment Limits under Section 186

  • Special Resolution to supersede previous resolution dated March 13, 2025
  • Seek approval for loans, investments, guarantees, and securities exceeding statutory limits
  • Aggregate limit of ₹750 Crores over and above limits prescribed under Section 186
  • Covers loans to any person/body corporate, guarantees, and securities acquisitions

Item 3: Increased Borrowing Limits under Section 180(1)(c)

  • Special Resolution to supersede previous resolution dated May 09, 2026
  • Borrowing limit increased to ₹750 Crores (or foreign currency equivalent)
  • Covers loans, overdrafts, commercial papers, debentures, ECBs, offshore bonds
  • Excludes temporary loans from bankers in ordinary course

Item 4: Creation of Charge/Mortgage under Section 180(1)(a)

  • Special Resolution to supersede previous resolution dated May 09, 2026
  • Authorization to create charges/mortgages on company assets up to ₹750 Crores
  • Security can be created for company borrowings or subsidiary/group entity borrowings
  • Covers movable/immovable assets, undertakings, and floating charges

Item 5: Material Related Party Transactions with TCAMPL

  • Ordinary Resolution for RPTs with TCAMPL (Joint Venture company) for period November 30, 2026 to November 29, 2027
  • Transaction limits:
  • Loans granting: ₹500 Crores
  • Loan repayments receipt: ₹500 Crores
  • Guarantees/security: ₹500 Crores
  • Investments: ₹50 Crores
  • Expense reimbursements: ₹5 Crores
  • Rent/security deposit: ₹1.5 Crores
  • Total potential exposure: ₹1,056.5 Crores
  • TCAMPL incorporated on September 15, 2026; TCL holds 50% stake
  • Investment of ₹0.05 Crore made on October 07, 2026

Financial Context

  • Proposed loan limits represent 165.81% of company's FY 2025-26 standalone turnover
  • Investment limit represents 16.58% of FY 2025-26 standalone turnover
  • Company's current borrowing rates: 7.95% to 8.80% p.a.

Voting Procedures

  • Detailed instructions provided for remote e-voting through NSDL/CDSL systems
  • Institutional shareholders must submit board resolutions authorizing representatives
  • Contact details provided for company, RTA, e-voting agency, and scrutinizer