Transwarranty Finance Ltd

AGM Details

• AGM held on 30 September 2026 at 4:00 PM IST via VC/OAVM.
• Meeting concluded at 4:34 PM IST.
• Remote e-voting from 26–29 September 2026; cut-off date 23 September 2026.
• Quorum present; meeting chaired from registered office.

Key Resolutions

• Resolution 1 (Ordinary): Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appointment of Ramachandran Unnikrishnan as director by rotation.
• Resolution 3 (Special): Re-appoint Kumar Nair as Managing Director and CEO.
• Resolution 4 (Special): Continue Ramachandran Unnikrishnan as Executive Director beyond age 70.
• Resolution 5 (Special): Issuance of non-convertible debentures on private placement.
• Resolution 6 (Special): Raising funds by external commercial borrowings.
• Resolution 7 (Ordinary): Increase in authorised share capital and MOA alteration.
• Resolution 8 (Ordinary): Approve RPT with Vertex Securities Limited (associate).
• Resolution 9 (Ordinary): Approve RPT with Vertex Commodities and Finpro Private Limited (associate).
• Resolution 10 (Ordinary): Details of RPTs with Directors/KMPs and NCD Lenders.

Voting Status

• Voting results not disclosed in document; will be announced and posted on company and exchange websites.

Director Changes

• Ramachandran Unnikrishnan re-appointed by rotation.
• Kumar Nair appointed as MD & CEO.
• Unnikrishnan to continue as Executive Director beyond age 70.

Material Related Party Transactions

• RPT with Vertex Securities Limited (associate) approved.
• RPT with Vertex Commodities and Finpro Private Limited (associate) approved.
• RPTs with Directors/KMPs and NCD Lenders approved.

Transwarranty Finance Ltd trading window closed from October 01, 2026 till 48 (forty eight) hours after the declaration of the unaudited standalone and consolidated financial results for the quarter and half year ending September 30, 2026.

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.