Thomas Scott (India) Ltd

AGM Details

• AGM held on 29 September 2026 at 01:00 P.M. IST via VC/OAVM.
• Voting rights reckoned as on 22 September 2026.

Resolutions and Results

• Item 1: Adopt financial statements for FY ended March 31, 2026; Ordinary; Passed.
• Item 2: Re-appoint Vedant Bang by rotation; Ordinary; Passed.
• Item 3: Approve related party transaction with Bang Overseas Limited; Ordinary; Passed.
• Item 4: Approve related party transaction with Vedanta Creations Limited; Ordinary; Passed.

AGM Details

• 16th AGM held on 29 September 2026 at 1:00 PM IST via VC/OAVM.
• No physical attendance; meeting conducted via NSDL Zoom platform.

Key Resolutions

• Ordinary: Adopt financial statements for year ended March 31, 2026.
• Ordinary: Re-appoint Vedant Bang as director, retiring by rotation.
• Ordinary: Approve material RPT with Bang Overseas Limited.
• Ordinary: Approve material RPT with Vedanta Creations Limited.
• Special: Reappoint Vedant Bang as Managing Director.

Voting Status

• Voting results to be declared within two working days.
• Scrutinizer appointed; remote e-voting concluded; results to be disseminated.

Material Related Party Transactions

• Material RPT with Bang Overseas Limited for approval.
• Material RPT with Vedanta Creations Limited for approval.

Parties and purpose

• Parties: Thomas Scott India Limited (Licensee) and F21 IPCO LLC (Licensor, subsidiary of Authentic Brands Group).

Key terms

• Exclusivity: exclusive license for Forever 21 in India, Nepal, Bangladesh.
• GDS: TSIL designated to manufacture for brand's international partner network.
• Term: initial 5-year term, renews for up to 5 years.
• Consideration: royalty on net sales; GDS margins on licensed product supply.
• Scope: design, development, manufacturing, distribution, retail, and e-commerce.

Related party & impact

• Promoter/group interest: none; not a related party transaction.
• Impact: expands TSIL's platform with Forever 21; potential international revenue.

Other disclosures

• Regulatory/approval: not specified; disclosure aligns with Regulation 30.
• Management/board: no changes disclosed.

Termination/amendment

• No termination or amendment details disclosed.

Thomas Scott (India) Ltd closes trading window from Thursday, 1st October, 2026 till the completion of 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ended September 30, 2026.

Key disclosures

• Target Company: Thomas Scott (India) Limited.
• Disclosing Party: Laxminiwas Bang (Promoter) and PAC.
• Transaction Type: Disposal of shares with encumbrance/pledge.
• Pre-Transaction Holding: L. Bang 3,51,650; PAC 73,23,931.
• Pre-Transaction Holding: L. Bang 2.4%; PAC 49.85%.
• Transaction Details: Total disposed 3,52,025 shares; mode: Pledge; date: 01 Sep 2026.
• Post-Transaction Holding: L. Bang Nil; PAC 73,23,931 (49.85%).
• Date(s) of Transaction: 1 September 2026.
• Share Capital Context: Pre/post equity Rs 14,67,03,800; diluted Rs 14,88,40,550.

Encumbrance Creation on Promoter Shares

• Promoter encumbrance created on 351,650 shares (2.4%) of Thomas Scott (India) Limited.
• Additional 375 shares (0.0%) encumbered for Mrs. Pushpadevi Laxminiwas Bang.
• Total encumbered shares: 352,025 representing 2.36% of total share capital.
• Encumbrance type: Pledge; security in favour of Bang Overseas Limited.
• Promoter group/PACs involved per Annexure-A, including Bang family members and Bodywave Fashions.
• Encumbrance created in favour of Bang Overseas Limited; date of creation 01 Sept 2016.
• End-use of funds not disclosed; reason: security for loan.

Financial performance

• Revenue from operations FY2025-26: Rs 25,488.58 Lakh.
• PAT after tax: Rs 1,930.45 Lakh.
• Total comprehensive income: Rs 1,931.00 Lakh.
• EPS: Rs 13.35 for FY2025-26.
• Dividend not recommended for the year.
• Paid-up capital Rs 1,467.04 Lakh; total equity Rs 13,730.66 Lakh.

Capital structure & liquidity

• Short-term borrowings: Rs 4,496.41 Lakh; long-term borrowings: Rs 147.84 Lakh.
• Net debt: Rs 4,675.84 Lakh; net debt to equity 0.34.
• Capital raised via preferential issue; paid-up capital increased to Rs 1,467.04 Lakh.
• No debt instruments or deposits raised during the year.

Capital changes & warrants

• Conversion of 20,07,500 warrants into equity on 07 May 2025.
• Equity increase of Rs 200.75 Lakh from warrants; share premium Rs 5,977.33 Lakh.
• Warrant money received Rs 1,204.50 Lakh recorded.
• Capital Work-in-Progress (CWIP) at year-end: Rs 393.61 Lakh.

Related party transactions & governance

• AGM to approve material RPTs with Bang Overseas Limited.
• AGM to approve material RPTs with Vedanta Creations Limited.
• Aggregate proposed RPT values: Bang Overseas Rs 200 Crores; Vedanta Rs 100 Crores.
• RPTs to be approved as ordinary resolutions; arm's length basis.
• Audit Committee reviewed RPTs; board authorized to execute documents.
• SEBI thresholds and minimum information provided per circular.

Board changes & governance

• Vedant Bang re-appointed MD (E-Comm) for 3 years from Oct 1, 2026; salary Rs 6-12 Lakh.
• Brijgopal Bang re-appointed MD till Nov 2028.
• Mrs. Usha Ghelani appointed Independent Director Sep 2025.
• Mrs. Swati Sahukara ceased Independent Director Sep 2025.

Audit, risk & internal controls

• Statutory auditors Bharat Gupta & Co; no qualifications.
• Secretarial audit flagged adverse remarks on promoter dematerialisation and RPT disclosures.
• Internal controls adequate; FRG & Co. internal auditors.
• Risk management framework described in MD&A; ongoing monitoring.

CSR & ESG

• CSR expenditure Rs 19.23 Lakh; two projects listed.
• Projects: Indore City Care Hospital Foundation; Maharshi Welfare Foundation.

AGM notices & communications

• 16th AGM scheduled Sep 29, 2026 via VC/OAVM.
• Notice published on company site and stock exchanges; NSDL e-voting.

AGM details

• AGM at 01:00 PM IST on 29 Sep 2026; via VC/OAVM.
• Book closure: 23 Sep 2026 to 29 Sep 2026 (inclusive).
• Remote e-voting: 25 Sep 2026 09:00 AM to 28 Sep 2026 05:00 PM.
• Cut-off for voting: 22 Sep 2026.

Key resolutions

• Ordinary: Adopt financial statements for the year ended 31 March 2026.
• Ordinary: Re-appoint Vedant Bang as director (retiring by rotation).
• Special: Approve related party transaction with Bang Overseas Limited.
• Special: Approve related party transaction with Vedanta Creations Limited.
• Special: Reappoint Vedant Bang as MD for E-commerce for 3 years from Oct 2026.

Material related party transactions

• Bang Overseas Limited: Sale/purchase of raw materials, finished goods, and/or services; ₹200 crores; 1 year.
• Vedanta Creations Limited: Sale/purchase of goods and services; ₹100 crores; 1 year.

Director changes

• Vedant Bang reappointed as MD (E-commerce) for 3 years from Oct 1, 2026.
• Remuneration proposed: Rs 6-12 lakh per month; Board to vary within limit; no sitting fees.

Voting results

• Voting results not disclosed in the filing.