TCM Ltd

TCM Limited – Trading window closed from October 1, 2026 until 48 hours after the unaudited financial results for the quarter ended September 30, 2026 are announced

AGM Details

• Date and time: 25 September 2026, 03:00 PM, physical meeting at Bharat Hotel, Ernakulam.
• E-voting window: 22–24 September 2026; ballots conducted on the day.
• Consolidated Scrutinizer Report submitted.

Key Resolutions and Outcomes

• Resolution 1: Adopt Audited Standalone and Consolidated Financial Statements; Ordinary; passed; dissenting votes 160,002.
• Resolution 2: Reappoint director Rani Jose; Ordinary; passed; dissent 160,002.
• Resolution 3: Reappoint independent director Gopalakrishnan Mahesh for second five-year term; Special; passed.
• Resolution 4: Reappoint independent director Jose Jacob for second five-year term; Special; passed.

Director Changes

• Directors changes: Rani Jose reappointed; Gopalakrishnan Mahesh and Jose Jacob to second five-year terms.
• Independent directors to not be liable to retire by rotation.

Voting Details

• Voting: E-voting and ballot voting used; results consolidated by Scrutinizer.

AGM Details

• Date and time: 25 September 2026, 3:00 PM.
• Mode: Physical venue in Ernakulam; remote e-voting available.
• Record date: 18 September 2026; 4,168 shareholders on record.
• E-voting window: 22 Sep 2026 09:00 to 24 Sep 2026 17:00.
• Ballot voting at AGM for those not voting remotely.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for the year ended 31 March 2026.
• Reappointment of a non-executive, non-independent director liable to retirement by rotation.
• Reappointment of an independent director for a second five-year term.
• Reappointment of another independent director for a second five-year term.

Voting Results

• Voting results to be submitted to BSE and posted on the company site within two working days.
• Outcomes not disclosed in this filing.

Dividend

• Dividend not disclosed in AGM proceedings.

Director Changes

• Independent directors reappointed for second terms.
• Non-executive director reappointed; retirement by rotation retained.

Kalamassery villa JV MoU

• MoU to form SPV for the Kalamassery premium villa project.
• SPV to be named Asset TCM Estates Private Limited.
• TCM to contribute Rs 25 crore as working capital loan.
• Loan carries 20% per annum, compounded annually, for up to four years.
• First Party subscribes to 1% paid-up SPV equity.
• Share transfer to other shareholders upon loan repayment.
• Third Party contributes the land via a Joint Development Agreement.
• SHA to define shareholding, board composition, reserved matters, and exit rights.
• Definitive agreements to supersede the MoU and be binding.
• Not related parties; no related party transactions per MoU.

Poultry Feed expansion

• Intimation of Poultry Feed launch at leased facility in Palakkad, Kerala.
• Existing cattle feed capacity is 1000 tonnes per month at Kalady plant.
• Current capacity utilization was 50% for quarter ended June 2026.
• Proposed Poultry Feed capacity of about 1500 tonnes per month.
• Initial poultry utilization expected under 20% of new capacity in first six months.
• Target date to add capacity: September 2026.
• Financing through internal accruals.
• Premises leased from Better Feeds Pvt Ltd (CIN U15549KL2018PTC054928) with built-up area 10,760 sq ft.

Financial snapshot

• Standalone total income 1853.27 Lakhs; net loss 363.44 Lakhs.
• Consolidated total income 2070.03 Lakhs; net loss 598.71 Lakhs.
• Standalone EPS -4.85; Consolidated EPS -7.78.
• Dividend for FY2025-26 not recommended.

Segment performance

• Standalone segment revenue: Trading 471.13, Manufacturing 1054.46, Real estate 197.89; total 1723.48 Lakhs.
• Consolidated segment revenue: Trading 524.97, Manufacturing 1054.46, Educational 205.15, Real estate 189.26; total 1973.84 Lakhs.

Profit by segment

• Standalone segment results: Trading -1.23, Manufacturing 41.34, Real estate 74.33; total 114.44 Lakhs.
• Consolidated segment results: Trading -62.09, Manufacturing 41.34, Educational -63.88, Real estate 74.33; total -54.08 Lakhs.

Dividends & capital returns

• Dividend for FY2025-26 not recommended.

Debt, liquidity & capital structure

• Standalone gross debt ₹2,216.46 Lakhs; net debt ₹2,149.09 Lakhs.
• Net debt to equity 0.63x; current ratio 0.93x.

Major business developments

• Pursuing EdTech, Solar, Healthcare, Real estate growth via subsidiaries.
• Kalamassery MoU with Asset Homes TCM Townships; 11 acres; development likely 2026-27.
• Advance ₹119.76 Lakhs paid for Better Feeds acquisition.

Subsidiaries & governance

• Subsidiaries: ISpark Learning Solutions (76%), TCM Healthcare (100%), TCM Properties (100%), TCM Solar (100%).
• Six board meetings; independent directors Mahesh and Jose Jacob up for reappointment.

Auditors & compliance flags

• Statutory auditors: S G M & Associates LLP; Secretarial: JKM Associates.
• No material qualifications; corporate governance disclosures filed.

Other operational notes

• Kalamassery land reclassified from inventories to real estate inventory; real estate development ongoing.
• Group pursuing monetization of assets; real estate land fair value exceeds carrying value.

Book closure and AGM details

• Book closure for 82nd AGM: Sep 19–25, 2026 (inclusive).
• Record date for voting fixed at Sep 18, 2026.
• AGM scheduled for Sep 25, 2026, for FY ended Mar 31, 2026.
• Register of Members and Share Transfer Book closed during Sep 19–25, 2026.

Financial results approved

• Approved standalone and consolidated unaudited Q1 FY2026 results for quarter ended 30 June 2026 with Limited Review Reports.

AGM and governance disclosures

• AGM date fixed for 25 September 2026; Notice approved.

Directors and independence

• Retirement by rotation approved.
• Re-appointment of directors Mahesh Gopalakrishnan and Jose Jacob for five years from 29 Sep 2026, subject to approval.

Governance reports

• Directors' Report, Corporate Governance Report, and Secretarial Audit Report for FY2025-26 approved.

Share transfer and registers

• Closure of Share Transfer Register and Register of Shareholders approved.

Audit and compliance disclosures

• Independent auditors' reviews on standalone and consolidated results submitted.