Meeting Details

  • Meeting Type: 40th Annual General Meeting (AGM)
  • Meeting Date: September 3, 2026
  • Meeting Time: 4:00 PM to 4:40 PM IST
  • Record Date: August 27, 2026
  • Location: Conducted through Video Conferencing/Other Audio Visual Means
  • Total Shareholders on Record Date: 7,912

Proposed Resolutions and Implications

Five resolutions were considered and passed at the AGM:

Ordinary Business:

1. Adoption of Financial Statements: Adoption of audited standalone and consolidated financial statements for year ended March 31, 2026, including balance sheet, profit and loss statement, board reports, secretarial audit report, and auditor's report.

2. Reappointment of Director: Reappointment of Shri Sundar Iyer (DIN: 00481975) who retires by rotation and offered himself for reappointment.

Special Business:

3. Managing Director Remuneration: Increase in remuneration payable to Mr. Karthik Iyer (Managing Director) from ₹30 lakhs per annum for 3 years effective April 1, 2026 to August 31, 2028.

4. CEO Remuneration: Continuance of payment of remuneration to Shri Sundar Iyer (Whole-time Director and CEO) for further 3 years effective April 1, 2026.

5. Related Party Transactions: Approval for related party transactions during financial year 2026-27 as mentioned in explanatory statement.

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting: Available from August 31, 2026 (9:00 AM) to September 2, 2026 (5:00 PM)
  • E-voting during AGM: September 3, 2026 from 4:00 PM to 4:55 PM
  • Voting Service Provider: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • Notice Distribution: Sent electronically to 6,922 shareholders and physical letters to 1,077 shareholders
  • Advertisement: Published in 'Trinity Mirror' (English) and 'Makkal Kural' (Tamil) newspapers on July 29, 2026

Key Voting Outcomes

Resolution 1: Adoption of Financial Statements (Ordinary Resolution)

  • Total Votes Polled: 6,733,089 shares (64.1247% of outstanding shares)
  • In Favor: 6,733,085 shares (99.9999%)
  • Against: 4 shares (0.0001%)
  • Promoter Participation: 6,732,926 shares voted (99.523% of promoter holdings)
  • Public Institutions: No participation
  • Public Non-Institutions: 163 shares voted (0.0044% of public holdings)

Resolution 2: Reappointment of Director (Ordinary Resolution)

  • Total Votes Polled: 5,501,015 shares (52.3906% of outstanding shares)
  • In Favor: 5,501,010 shares (99.9999%)
  • Against: 5 shares (0.0001%)
  • Promoter Participation: 5,500,852 shares voted (81.3111% of promoter holdings)
  • Public Institutions: No participation
  • Public Non-Institutions: 163 shares voted (0.0044% of public holdings)

Resolution 3: MD Remuneration (Special Resolution)

  • Total Votes Polled: 100,163 shares (0.9539% of outstanding shares)
  • In Favor: 100,159 shares (99.996%)
  • Against: 4 shares (0.004%)
  • Promoter Participation: 100,000 shares voted (1.4782% of promoter holdings)
  • Public Institutions: No participation
  • Public Non-Institutions: 163 shares voted (0.0044% of public holdings)

Resolution 4: CEO Remuneration (Special Resolution)

  • Total Votes Polled: 100,163 shares (0.9539% of outstanding shares)
  • In Favor: 100,158 shares (99.995%)
  • Against: 5 shares (0.005%)
  • Promoter Participation: 100,000 shares voted (1.4782% of promoter holdings)
  • Public Institutions: No participation
  • Public Non-Institutions: 163 shares voted (0.0044% of public holdings)

Resolution 5: Related Party Transactions (Special Resolution)

  • Total Votes Polled: 100,163 shares (0.9539% of outstanding shares)
  • In Favor: 100,159 shares (99.996%)
  • Against: 4 shares (0.004%)
  • Promoter Participation: 100,000 shares voted (1.4782% of promoter holdings)
  • Public Institutions: No participation
  • Public Non-Institutions: 163 shares voted (0.0044% of public holdings)

Participation Breakdown

  • Total Shareholders Participated: 16
  • Promoters Present via VC: 5
  • Public Present via VC: 42
  • No shareholders attended in person or through proxy physically

Scrutinizer's Role and Findings

  • Scrutinizer: Swetha Subramanian of Lakshmmi Subramanian & Associates
  • Firm: Lakshmmi Subramanian & Associates
  • Qualification: Company Secretary (FCS No. F10815)
  • Appointment Date: July 23, 2026
  • Report Date: September 4, 2026
  • Findings: All resolutions passed with requisite majority as required by Companies Act and SEBI regulations
  • Invalid Votes: None reported across all categories

Compliance Confirmation

The company confirmed compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • MCA General Circulars regarding virtual meetings
  • SEBI Circulars regarding e-voting and virtual meetings

Additional Information

  • The AGM was webcast live and recordings will be available on company website www.tcms.bz
  • The company has 10,500,000 outstanding shares
  • Promoter and Promoter Group holds 6,765,193 shares (64.43%)
  • Public Institutions hold 0 shares
  • Public Non-Institutions hold 3,734,807 shares (35.57%)