AGM Details

The 33rd Annual General Meeting of Vertex Securities Limited will be held on Tuesday, September 29, 2026 at 4:00 p.m. IST through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) without physical presence of members, in compliance with MCA Circular No. 09/2024 and SEBI Circular dated October 3, 2024.

Business Items to be Transacted

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 the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Kumar Nair (DIN: 00320541), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

3. To approve the continuation of appointment of Mr. Ramachandran Unnikrishnan (DIN: 00493707) as Managing Director & CEO of the Company beyond the age of 70 years (Special Resolution).

4. To approve Material Related Party Transaction(s) between the Company (VSL) and Transwarranty Finance Limited ("TFL"), Promoter Group Entity (Ordinary Resolution).

5. To approve Material Related Party Transaction(s) between the Company (VSL) and Vertex Commodities and Finpro Private Limited ("VCFPL"), a Subsidiary Company (Ordinary Resolution).

6. To approve Material Related Party Transaction(s) between Vertex Commodities and Finpro Private Limited ("VCFPL"), Subsidiary Company and Transwarranty Finance Limited (TFL), a Promoter Entity (Ordinary Resolution).

Voting Arrangements

  • Remote e-voting period commences on Friday, September 25, 2026 at 9:00 a.m. and ends on Monday, September 28, 2026 at 5:00 p.m.
  • Cut-off date for determining voting rights: Tuesday, September 22, 2026
  • E-voting facility provided through NSDL (National Securities Depository Limited)
  • Members can join the AGM through VC/OAVM 15 minutes before and after scheduled commencement time
  • Facility available for up to 1000 participants including large shareholders (holding 2% or more), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors
  • Scrutinizer appointed: M/s. Yogesh Sharma & Co, Practising Company Secretaries

Explanatory Statement Details

Item No. 2: Re-appointment of Mr. Kumar Nair

  • Mr. Kumar Nair (DIN: 00320541) retires by rotation
  • Qualifications: B.Sc., FCA and OPM (Harvard Business School)
  • Experience: Over 35 years in Financial Services, Capital Market and Investment Banking
  • Previous role: Key member of core senior management team at Kotak Mahindra Finance Limited
  • Current holdings: 1,32,77,543 Equity Shares of ₹2 each
  • Directorships: Transwarranty Finance Limited, Vertex Commodities & Finpro Private Limited, Transwarranty Capital Market Services Private Limited, Consolidated Eutectics (Kolhapur) Private Limited
  • Board meeting attendance: 7 out of 7 meetings during FY2026

Item No. 3: Continuation of Mr. Ramachandran Unnikrishnan as MD & CEO beyond age 70

  • Mr. Ramachandran Unnikrishnan (DIN: 00493707) will attain age 70 during current tenure
  • Requires special resolution approval pursuant to Section 196(3)(a) of Companies Act, 2013
  • Continuation sought on existing terms and conditions of appointment
  • Board recommends approval based on his experience, leadership, and industry knowledge

Material Related Party Transactions (Items 4, 5, 6)

Item No. 4: Transactions with Transwarranty Finance Limited (TFL)

  • TFL is a Promoter Group Entity and NBFC
  • Proposed transaction value: ₹5,600 lakh
  • Transaction types: ICDs/Loans (₹1,000 lakh), Guarantees/Surety (₹2,000 lakh), Expenses/Interest (₹200 lakh), Sale/Purchase of Investments (₹1,000 lakh), Sale/Purchase of assets (₹1,000 lakh)
  • Tenure: Till conclusion of next AGM in 2027
  • Interest rate: Generally 12% P.A.
  • TFL financial performance (FY2026 standalone): Turnover ₹755.33 lakh, Net Worth (₹204.52 lakh)

Item No. 5: Transactions with Vertex Commodities and Finpro Private Limited (VCFPL)

  • VCFPL is a Subsidiary Company (61.15% owned by VSL)
  • Proposed transaction value: ₹560 lakh
  • Transaction types: ICD/Loan given (₹500 lakh), Expenses/Interest (₹25 lakh), Interest Income/Other Income (₹35 lakh)
  • Previous transactions: FY2024-25: ₹259.89 lakh, FY2025-26: ₹411.96 lakh
  • VCFPL financial performance (FY2026 standalone): Turnover Nil, Net Worth (₹14.25 lakh)

Item No. 6: Transactions between VCFPL and TFL

  • Proposed transaction value: ₹1,200 lakh
  • Transaction types: ICDs/Loans given (₹500 lakh), ICDs/Loans taken (₹500 lakh), Interest Payment/Expenses (₹100 lakh), Interest Income/Other Income (₹100 lakh)
  • Previous transactions: FY2024-25: ₹275.63 lakh, FY2025-26: ₹447.8 lakh
  • Tenure: Till conclusion of next AGM in 2027

Common Provisions for Related Party Transactions

  • All transactions are in ordinary course of business and at arm's length basis
  • Omnibus approval sought for period from 33rd AGM to 34th AGM in 2027
  • Audit Committee has reviewed and approved all transactions
  • No defaults by related parties in previous transactions
  • Transactions not detrimental to minority shareholders' interests
  • Related parties will abstain from voting on respective resolutions

Financial Impact

Financial impact quantified in the disclosure for all proposed related party transactions with specific amounts provided for each transaction type.