Tejassvi Aaharam AGM Notice and FY26 Annual Report

Annual General Meeting Details

• Meeting Date: Wednesday, 30th September 2026
• Time: 12:00 Noon (IST)
• Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM)
• Cut-off Date for e-Voting: 23rd September 2026
• Remote e-Voting Period: 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM)
• AGM e-voting Result Date: Within 2 working days from AGM date
• Register of Members Closure: 24th September 2026 to 30th September 2026 (both days inclusive)

Business to be Transacted

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt Audited Financial Statements for year ended 31st March 2026 with Board of Directors Report and Auditors' Report

2. Director Retirement: Mr. Sridharan Santhoshkumar (DIN: 00580728), Non-Executive Non-Independent Director, liable to retire by rotation, expressed unwillingness to seek re-appointment

Special Business

3. Director Appointment: Mr. Natarajan Prasanna (DIN: 01684876) as Director (Executive, Non-Independent) - Ordinary Resolution

4. Managing Director Appointment: Mr. Natarajan Prasanna as Managing Director for 3 years from 7th September 2026 - Special Resolution

• No remuneration, salary, sitting fees, commission or monetary compensation payable
• Liable to retire by rotation

5. Director Appointment: Mr. Shreyas Raghav (DIN: 09512662) as Director (Executive, Non-Independent) for 3 years from 7th September 2026 - Special Resolution

• No remuneration payable
• Liable to retire by rotation

6. Director Appointment: Ms. Ramya (DIN: 05300412) as Director (Non-Executive, Non-Independent) - Ordinary Resolution

• Entitled to sitting fees and reimbursement of expenses
• Liable to retire by rotation

7. Independent Director Appointment: Mr. Subramanian Neelakantan (DIN: 01474064) as Director (Non-Executive, Independent) for 3 years from 7th September 2026 to 6th September 2029 - Special Resolution

• Not liable to retire by rotation
• Entitled to sitting fees and reimbursement of expenses
• ID Registration Number: IDDB-DI-202004-024253

8. Independent Director Appointment: Ms. Vijayalakshmi Rajesh (DIN: 10708144) as Director (Non-Executive, Independent) for 3 years from 7th September 2026 to 6th September 2029 - Special Resolution

• Not liable to retire by rotation
• Entitled to sitting fees and reimbursement of expenses
• ID Registration Number: IDDB-DI-202609-100843

9. Independent Director Appointment: Ms. Aruna Subramaniam (DIN: 00896962) as Director (Non-Executive, Independent) for 3 years from 7th September 2026 to 6th September 2029 - Special Resolution

• Not liable to retire by rotation
• Entitled to sitting fees and reimbursement of expenses
• ID Registration Number: IDDB-DI-202305-048406

10. Secretarial Auditor Appointment: M/s. Chitra Lalitha & Associates (Firm Registration Number: P2021TN085400) as Secretarial Auditor for 5 years from conclusion of 32nd AGM to conclusion of 37th AGM - Ordinary Resolution

Financial Highlights (Standalone)

FY 2025-26 Performance (₹ in Lakhs)

• Revenue from Operations: 8,208.03 (Previous Year: 1,792.45)
• Total Expenses: 8,308.07 (Previous Year: 1,865.09)
• Loss Before Tax: (100.40) (Previous Year: (72.64))
• Loss for the Period: (100.40) (Previous Year: (72.64))
• Earnings Per Share: (1.43) (Previous Year: (1.04))
• Total Reserves: (1,400.96) (Previous Year: (1,300.92))

State of Affairs

During financial year, Company undertook trading activities involving purchase and sale of goods at relatively low profit margins as part of strategic business development initiatives to explore market opportunities.

Dividend

No dividend recommended for financial year ended 31st March 2026 due to financial position.

Capital Structure

• Authorized Share Capital: Increased from ₹25 Crores to ₹75 Crores approved by shareholders via Postal Ballot on 26th March 2026
• Issued, Subscribed and Paid-up Capital: ₹700.00 lakhs (70,00,000 equity shares of ₹10 each)
• Post-year end allotment: On 20th July 2026, allotted 5,11,62,204 equity shares of ₹10 each at par (aggregating ₹51,16,22,040) for consideration other than cash via share swap to shareholders of Funk Foods Private Limited
• Post-allotment Promoter Holding: 72.55% of post-issue paid-up share capital

Director Changes and Board Composition

Resignations During Year

• Mr. Shyamkumar (DIN: 09098976) resigned as Managing Director on 8th October 2025
• Mr. Sethuraman Dhilipkumar (DIN: 00580772) resigned effective 20th September 2026
• Mr. Chinnathambi Vinothkumar (DIN: 09098986) resigned effective 20th September 2026
• Ms. Thangavelu Dhana Lakshmi (DIN: 09291452) resigned effective 20th September 2026
• Mr. Parameswaran Ramesh (CFO) resigned effective 15th September 2026

Current Key Managerial Personnel

• Mr. Abhishek Lohia: Company Secretary and Compliance Officer
• Position of Chief Financial Officer vacant after resignation

Statutory Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants (ICAI Firm Reg. no 004207S) appointed for 5 years till conclusion of AGM in 2027

Audit Remarks

No qualifications in main audit report. CARO Report highlighted undisputed income tax dues of ₹32.83 lakhs for AY 2011-12 not deposited for over six months.

Secretarial Auditors

M/s. Chitra Lalitha & Associates (Firm Registration Number: P2021TN085400) proposed for appointment for 5 years

Internal Auditors

M/s. Darmesh & Associates, Chartered Accountants (Firm Registration No. 015528S) for FY 2025-26

Shareholding Pattern

• Dematerialized Holdings: 95.92% as on 31st March 2026
• Physical Holdings: 4.08% as on 31st March 2026

Material Changes Post Financial Year

• Preferential allotment of 5,11,62,204 equity shares on 20th July 2026 to Funk Foods shareholders
• Change in control with promoter and promoter group holding reaching 72.55%
• Significant board reconstitution with multiple appointments and resignations

Compliance and Regulatory Matters

• Company complied with Secretarial Standards issued by ICSI
• No material fraud reported under Section 143(12) of Companies Act, 2013
• No significant material orders passed by regulators/courts
• Paid listing fees to BSE for FY 2025-26

Other Disclosures

• Registrar & Transfer Agent: Cameo Corporate Services Limited, Chennai
• Email for Investor Grievances: cosectal@gmail.com