Board Meeting Outcomes

The Board of Directors approved the following items in their meeting on 23rd July 2026:

1. Integrated Annual Report Approval: Approved the Integrated Annual Report with Notice of 40th AGM to be held on 3rd September 2026 through Video Conferencing/Other Audio Visual Means.

2. Remuneration Revision for Managing Director: Recommended to shareholders to increase remuneration for Mr. Karthik Sundar Iyer (DIN 08853430) from ₹30 lakhs to ₹60 lakhs per annum effective from 1st April 2026 to 31st August 2028.

3. Remuneration Continuation for CEO: Recommended to shareholders to continue remuneration of ₹60 lakhs per annum for Shri Sundar Iyer (DIN 00481975) as Wholetime Director and CEO for a further period of 3 years effective from 1st April 2026.

4. Book Closure Notice: Register of Members and Share Transfer books will remain closed from 28th August 2026 to 3rd September 2026 (both days inclusive) for the AGM.

5. Scrutinizer Appointment: Appointed Mrs. Swetha Subramanian (FCS 10815 & CP 12512) of M/s. Lakshmmi Subramanian & Associates as Scrutinizer for remote e-voting and AGM voting process.

AGM Details

  • Date: Thursday, 3rd September 2026 at 4:00 PM IST
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Cut-off date for notice distribution: 24th July 2026
  • Cut-off date for voting eligibility: 27th August 2026
  • Remote e-voting period: 31st August 2026 (9:00 AM) to 2nd September 2026 (5:00 PM)

AGM Agenda Items

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt standalone and consolidated financial statements for FY ended 31st March 2026 with reports of Board, Secretarial Audit and Auditor's Report.

2. Re-appointment of Director: To appoint Shri Sundar Iyer (DIN 00481975) who retires by rotation and offers himself for re-appointment.

Special Business

3. Revision of MD Remuneration: Special resolution to increase remuneration of Mr. Karthik Sundar Iyer to ₹60 lakhs per annum from 1st April 2026 to 31st August 2028.

4. Continuation of CEO Remuneration: Special resolution to continue payment of ₹60 lakhs per annum to Shri Sundar Iyer as Wholetime Director & CEO from 1st April 2026.

5. Related Party Transactions Approval: Special resolution to approve related party transactions for FY2026-27 as detailed in the notice.

Related Party Transactions Details

The following related party transactions are proposed for shareholder approval for the period 1st April 2026 to 31st March 2027:

| Party | Nature of Transaction | Value |

| SI Investments and Broking Private Limited | Broking services | Up to ₹150 lakhs |

| Lubricants & Allied Products Mfg. Co. Pvt. Ltd. | Business center services | ₹23,000/month + statutory charges |

| Twentyfirst Century Shares and Securities Limited | Business services | ₹50,000/month + statutory charges |

| Mr. Sundar Iyer | Interest-free short term loans | Borrowings up to ₹1,000 lakhs |

| Mr. Karthik Sundar Iyer | Interest-free short term loans | Borrowings up to ₹2,000 lakhs |

| Twentyfirst Century Shares and Securities Limited | Interest-free short term loans | Borrowings up to ₹5,000 lakhs |

Financial Performance Highlights

Standalone Financials (₹ in lakhs)

| Particulars | FY2025-26 | FY2024-25 |

| Revenue from Operations | (1,974.88) | 622.19 |

| Other Income | 7.37 | 12.73 |

| Total Income | (1,967.51) | 634.92 |

| Total Expenses | 230.72 | 255.20 |

| Profit/(Loss) before tax | (2,198.23) | 379.72 |

| Profit/(Loss) after tax | (2,204.91) | (9.90) |

| Total Comprehensive Income | (2,671.45) | (1,037.46) |

| EPS (Basic & Diluted) | (21.00) | (0.09) |

Consolidated Financials (₹ in lakhs)

| Particulars | FY2025-26 | FY2024-25 |

| Revenue from Operations | (1,687.79) | 11,288.17 |

| Other Income | 1.65 | 6.99 |

| Total Income | (1,686.14) | 11,295.16 |

| Profit/(Loss) before tax | (2,395.89) | 1,951.27 |

| Profit/(Loss) after tax | (2,404.74) | 1,233.77 |

| Total Comprehensive Income | (2,871.28) | 160.71 |

| EPS (Basic & Diluted) | (22.90) | 11.75 |

Key Financial Position Details (Standalone)

  • Share Capital: ₹1,050.00 lakhs (1.05 crore equity shares of ₹10 each)
  • Net Worth: ₹1,245.76 lakhs as on 31st March 2026 (₹2,887.07 lakhs as on 31st March 2025)
  • Total Assets: ₹4,383.51 lakhs as on 31st March 2026 (₹5,510.47 lakhs as on 31st March 2025)
  • Investments: ₹2,645.04 lakhs in quoted and unquoted securities
  • Cash & Bank Balances: ₹226.97 lakhs

Subsidiary Performance

Twentyfirst Century Shares and Securities Limited (wholly-owned subsidiary):

  • Share Capital: ₹558.95 lakhs
  • Reserves & Surplus: ₹1,009.94 lakhs
  • Total Assets: ₹1,578.96 lakhs
  • Revenue: (₹167.99) lakhs
  • Net Loss: (₹199.83) lakhs

Dividend Information

No dividend was declared or paid during FY2025-26 and FY2024-25. The company had declared a final dividend of ₹2/50p per share (25%) for FY2023-24.

Corporate Governance

Board Composition: 6 Directors including 3 Independent Directors and 2 Women Directors

Board Committees: Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee

Auditors: M/s Shankar & Kishor, Chartered Accountants (Statutory Auditors), M/s Lakshmmi Subramanian & Associates (Secretarial Auditors), M/s G.S. Punjawat & Co. (Internal Auditors)

CSR Activities

Company spent ₹14.15 lakhs on CSR activities in FY2025-26 against requirement of ₹14.15 lakhs (2% of average net profit of last three years). Contributions made to Inga Health Foundation (₹3.65 lakhs), Udaan (₹0.50 lakhs), and Pratyaksha (₹10.00 lakhs).

Litigation and Contingencies

  • Income tax disputes pending for AY 1996-97 (₹104.96 lakhs), AY 2014-15 (₹211.18 lakhs), and AY 2015-16 (₹55.43 lakhs)
  • Contingent provision of ₹75 lakhs made for liability payable to Gujarat Industrial Investment Corporation for legal case pending in Chennai High Court

Other Material Information

  • The company's securities are listed on BSE Limited and National Stock Exchange of India Limited
  • Registrar & Share Transfer Agent: MUFG Intime India Pvt Ltd
  • 98.21% of paid-up equity share capital is dematerialized as on 31st March 2026
  • Company has adopted vigil mechanism/whistle blower policy

#Tags: #TwentyfirstCenturyManagement #AGM2026 #SEBIDisclosure #DirectorRemuneration #RelatedPartyTransactions #FinancialResults