Transwarranty Finance Ltd

ESOP grant details

• Board approved grant of stock options to eligible employees under ESOP Scheme 2019.
• 2,96,040 options granted; vesting as per ESOP 2019.
• Exercise price: latest closing price on the exchange with highest volume.
• Exercise window: five years from vesting.
• Options exercised: 14,41,657; Rs 1,44,16,570 realized.
• Paid-up capital increased to 55,116,194 shares.
• Options lapsed: Not Applicable.
• Variation of terms: Not Applicable.

Capital increase and approvals

• Increase in Authorized Share Capital from Rs 61,00,00,000 to Rs 65,00,00,000; subject to shareholders' approval at AGM.
• Annexure A provides ESOP details and compliance with SEBI Regulations 2021.
• Shareholders' approval to be sought at ensuing AGM.
• No changes to ESOP terms beyond plan.

Logo change

• Adoption of a new corporate logo as part of branding/identity initiative.
• No change to the company's name, legal status, or nature of business operations.
• No financial impact or costs disclosed.
• No changes to governance, management, or board composition.
• Intimation filed under SEBI Listing Regulations; no new approvals required.
• Branding update with no stated impact on operations or outlook.

Meeting Details

• Board to meet on Friday, July 31, 2026; time and venue not disclosed.

Key Agenda Items

• Consider unaudited standalone and consolidated Q1 FY2026 results for quarter ended June 30, 2026.
• Approval for issuance of unlisted NCDs on a private placement basis.
• Seek member approval to raise funds via unlisted NCDs via private placement, subject to AGM approvals.
• Seek member approval for ECB fundraising within AGM-approved borrowing limits.
• Convene AGM to obtain shareholder approval on fund-raising proposals if the Board approves.

Other Notes

• Trading window remains closed for connected/designated persons until 48 hours after Q1 FY2026 results announcement.

Dematerialisation/Rematerialisation Status

• Dematerialisation requests processed for the reporting quarter and outcomes communicated to depositories.
• Securities dematerialised have been listed on exchanges where the issuer's existing securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled, with depository's name substituted as owner within timeline.
• No shareholder requests were received for the reporting quarter.

NCD private placement approval

• Board approved issuance of unlisted NCDs on a private placement basis.
• Total issue size up to Rs 6.51 crore across secured and unsecured categories.
• Secured NCD Type A up to Rs 1.51 crore.
• Unsecured NCD Type B up to Rs 5 crore.
• Minimum subscription ranges Rs 20 lakh to Rs 2 crore per instrument.
• Coupon rates range from 11.25% to 12.00% per annum.
• Tenor options include 13 months to five years; 367 days for special category.
• Interest payments may be quarterly or monthly as per category.
• Secured NCDs charged pari-passu on current assets; unsecured NCDs carry no security.
• Redemption source to be decided at the time of redemption.
• Annexure I contains detailed disclosures under SEBI Listing Regulations 30.

Meeting Details

• Date: 10 July 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve issuance of Unlisted Non-Convertible Debentures on private placement basis.

Other Notes

• Trading window closure completed with quarter ended June 30, 2026 results.

Financial Results Approval

• Approved unaudited standalone and consolidated financial results for quarter ended December 31, 2025
• Results include restatement due to change in accounting policy for investments in subsidiaries and associates

Auditor Review

• Independent auditor reviewed standalone and consolidated unaudited results for quarter ended December 31, 2025
• No material misstatements found in financial results
• Emphasis on retrospective application of fair value measurement for investments effective March 31, 2025
• Auditor did not review interim results of two subsidiaries included in consolidated results

Debt Issuance Approval

• Approved issuance of unlisted non-convertible debentures (NCDs) via private placement
• Proposed issue: 231 secured NCDs of Rs. 1,00,000 each and 50 unsecured special category NCDs of Rs. 10 lakh each
• Total issue size up to Rs. 7.31 crore
• NCDs have tenures of 13 months, 3 years, 5 years, and 367 days for special category
• Coupon rates range from 11.25% to 12.00% per annum, fixed
• Secured NCDs secured by pari-passu charge on certain current assets; unsecured NCDs have no security
• NCDs will not be listed
• No defaults or delays in payment reported