Tamilnadu Telecommunications Ltd

AGM outcomes

• 38th AGM held Sept 25, 2026 via VC/OAVM.
• Adopted financial statements for year ended 31 Mar 2026; 99.997% in favour, 0.003% against.
• R. Karthikeyan reappointed as Director; 99.997% in favour, 0.033% against.
• Leena Rajput reappointed as Director; 99.997% in favour, 0.003% against.
• Remuneration of Statutory Auditors fixed at Rs 1,00,000 plus taxes for 2026-27.
• Tarun Saini & Associates appointed as Secretarial Auditors for 2026-27; remuneration to be determined by Board.
• Board authorized to implement resolutions; scrutinizer's report confirms majority for all resolutions.

AGM Details

• AGM held 25 September 2026, 11:30 AM–12:30 PM, via video conferencing.
• Voting cut-off date: 18 September 2026.
• Remote e-voting window: 22 September 2026, 09:00 to 24 September 2026, 17:00.
• Scrutinizer: Tarun Saini & Associates.

Key Resolutions

• Resolution 1 (Ordinary): Adopt financial statements; Passed 99.997% For.
• Resolution 2 (Ordinary): Re-appoint R. Karthikeyan; Passed 99.997% For, 0.033% Against.
• Resolution 3 (Ordinary): Re-appoint Leena Rajput; Passed 99.997% For, 0.003% Against.
• Resolution 4 (Ordinary): Fix remuneration of Statutory Auditors; Passed 99.996% For.
• Resolution 5 (Ordinary): Appoint Secretarial Auditors (Tarun Saini) and remuneration; Passed 99.997% For.

Directors

• Directors R. Karthikeyan and Leena Rajput re-appointed; retired by rotation.

Auditors

• Remuneration fixed for Statutory Auditors for 2026-27.
• Secretarial Auditor appointed: Tarun Saini & Associates; remuneration fixed.

AGM Details

• Date and time: 25 September 2026 at 11:30 IST.
• Mode: VC/OAVM; venue TCIL Bhawan, Greater Kailash, New Delhi.
• Record/Book closure: 19–25 September 2026 (inclusive).
• e-voting window: 22–24 September 2026.
• Voting via CDSL platform.

Resolutions

• Resolution 1: Adoption of audited financial statements for year ended 31 Mar 2026.
• Resolution 2: Re-appointment of Shri R. Karthikeyan as Director.
• Resolution 3: Re-appointment of Mrs. Leena Rajput as Director.
• Resolution 4: Remuneration of Statutory Auditors for 2026-27 fixed at Rs 1,00,000 plus taxes.
• Resolution 5: Tarun Saini & Associates appointed as Secretarial Auditors for 2026-27.

Voting Results

• Resolution 1 passed with 99.997% in favour, 0.003% against.
• Resolution 2 passed with 99.997% in favour, 0.033% against.
• Resolution 3 passed with 99.997% in favour, 0.003% against.
• Resolution 4 passed with 99.996% in favour, 0.004% against.
• Resolution 5 passed with 99.997% in favour, 0.003% against.

Dividend

• No dividend declared or proposed.

Directors & Auditors

• Shri R. Karthikeyan reappointed as Director (retiring by rotation).
• Mrs. Leena Rajput reappointed as Director (retiring by rotation).
• Statutory Auditor remuneration fixed for 2026-27 at Rs 1,00,000 plus taxes.
• Tarun Saini & Associates appointed as Secretarial Auditors for 2026-27.

AGM notice and e-voting

• 38th AGM on Sep 25, 2026 at 11:30 AM via VC/OAVM.
• Scrutinizer appointed: Tarun Saini & Associates (ICSI), Membership No 11067, COP 11990.
• E-voting window: Sep 22, 2026 09:00 to Sep 24, 2026 17:00.
• Remote e-voting available during AGM; voting ends Sep 24, 2026 at 5:00 PM.
• Voting rights cutoff date: Sep 18, 2026.
• Register of Members and Transfer Books closed Sep 19–25, 2026.
• AGM access link published on TTL website.

Financial performance

• Total revenue: Rs 0.38 lakh in 2025-26; operations nil.
• Total expenditure: Rs 335.52 lakh; finance charges Rs 1132.07 lakh.
• Net loss after tax: Rs (1,488.99) lakh.
• OCI: Rs 64.13 lakh; total comprehensive loss Rs (1,424.86) lakh.
• YoY net loss narrowed to Rs (1,488.99) lakh from Rs (1,547.83) lakh.

Operations and revival plan

• Plant remains non-operational; revival requires substantial funds for repairs.
• Management exploring monetization; promoter stake sale in TTL via DIPAM.
• DIPAM in-principle approval communicated 19-03-2025.
• TCIL initiated stake sale; promoter exploring potential investors.
• Revival strategy includes pursuing partnerships and fresh investments.

Governance & audit

• Auditor Sundaram & Srinivasan; adverse opinion citing going concern and impairment.
• Secretarial audit notes independence gaps; governance markers not fully in place.
• Board committees not fully constituted due to lack of independent directors.
• Management seeking waivers from stock exchanges for observed non-compliances.

Related party transactions & financing

• Related-party financing from promoter TTL and Fujikura; routine in ordinary course.
• MD/CFO remuneration drawn from TCIL; TTL records reflect charges.
• Trade receivables/payables include TCIL balances; intercompany balances disclosed.
• Interest payable to TCIL; significant outstanding balances.
• Escrow arrangements route client realizations to TCIL; assets pledged.

Capital structure & holdings

• Promoter holdings: TCIL 49%; TIDCO 14.63%; Fujikura 7.18%; SBI 6.88%.
• Total equity shares outstanding: 4,56,81,000; promoter stake 2,23,83,700.
• Dematerialization: 67.06% of shares held in demat form.
• Dividend: Nil; no dividend declared for 2025-26.
• Listing: BSE/NSE; prior penalties under SEBI LODR being pursued for waivers.

Shareholder communications & AGM

• Integrated Annual Report and AGM notice published electronically.
• AGM via VC/OAVM; remote e-voting provided.

Risks and outlook

• Raw material cost pressures and exchange-rate volatility threaten margins.
• OFC market growth supports revival; success depends on funding partnerships.
• Promoter-driven strategic disinvestment could unlock revival financing.
• Governance risk due to ongoing government appointment processes.

AGM & Book Closure

• 38th AGM scheduled for 25 September 2026 via VC/OAVM at 11:30 a.m.
• Book closure from 19 September 2026 to 25 September 2026 (inclusive).
• Purpose: book closure for 2025-26; subject to SEBI LODR Regulation 42.

Tamilnadu Telecommunications Limited – Book closure for 2025-26 from 18 September 2026 to 25 September 2026; reopening on 26 September 2026.