True Green Bio Energy Ltd

AGM details

• Date: 29-09-2026; Time: 4:00 PM IST; Mode: VC/OAVM
• Record date: 22-09-2026
• Remote e-voting window: 25-09-2026 to 28-09-2026; Insta Poll not used

Key resolutions and outcomes

• Ordinary: Adopt Audited Balance Sheet and P&L; passed
• Ordinary: Re-appoint director by rotation; passed
• Ordinary: Approve related party transactions for FY 2026-27; passed
• Special: Regularize new director for five-year term; passed

Dividend

• Dividend proposal/declared: none

Director changes

• New independent director regularized for five-year term
• Existing director re-appointed by rotation

Auditors

• Statutory auditors unchanged

Material related party transactions

• Related party transactions approved for the financial year

Other material approvals

• No other material approvals reported

AGM details

• Date/time/mode: 29 Sep 2026, 4:00 pm to 4:17 pm IST, VC/OAVM.
• Remote e-voting from 25 Sep 2026 9:00 am to 28 Sep 2026 5:00 pm; ballot voting at meeting.

Ordinary business

• Adopt Audited Financial Statements for FY ended 31 Mar 2026.
• Re-appoint Jyotiprasad D. Chiripal by rotation as Director.

Special business

• Approve related party transactions for FY 2026-27.
• Regularise Ms. Trusha Shah as Independent Director for 5-year term to 29 Jun 2031.

Voting status

• Voting results will be filed with BSE within 48 hours.
• No outcome disclosed in the filing.

Record date details

• Record date: 22 September 2026 for remote and AGM e-voting.
• AGM date: 29 September 2026 at 4:00 PM.
• Security type: Equity shares.
• Book closure: Not Applicable.

Financial highlights

• Revenue from operations: 28,369.76 Lakhs; YoY rise from 2,329.27.
• Total income: 28,401.03 Lakhs.
• Operating expenditure: 23,577.78; Total expenses: 24,201.48.
• Profit before tax: 4,199.54 Lakhs; Tax: 1,066.59; PAT: 3,132.95.
• EPS: Basic 9.69; Diluted 9.55.
• Total borrowings: 34,033.49 Lakhs; Debt-equity 2.14.
• Current ratio 1.88; DSCR 5.09.
• CWIP moved to PPE: 26,932.36; Ethanol plant commissioned.
• Net cash from operations: (4,681.75) Lakhs; net cash increase: 1,628.95; cash end: 1,908.79 Lakhs.
• Equity share capital outstanding: 32,957,143; warrants converted approx 3.04 million shares.
• Authorised share capital Rs 45 crore; issued capital Rs 32.96 crore.

Operations and market developments

• Ethanol plant: 300 KLPD grain-based facility commissioned; commercial operations commenced.
• Major customers: Reliance Industries, Nayara Energy, HPCL, IOCL, BPCL.
• LOAs with OMCs underpin demand; government ethanol blending program supports volume growth.
• Ethanol market growth and policy support cited as key growth drivers.

Capital structure and liquidity

• Authorised capital Rs 45 crore; issued and paid-up capital Rs 32.96 crore.
• Outstanding equity shares: 32,957,143; warrants converted driving equity base.
• Total borrowings: Rs 34,033.49 Lakhs; unutilised bank limits around Rs 5079.43 Lakhs.
• CWIP of Rs 26,932.36 Lakhs capitalised into Property, Plant & Equipment.

Dividends and capital allocation

• Dividend for FY2025-26 not recommended; profits retained for growth and expansion.
• Capital returns not distributed; focus on ethanol capacity expansion and working-capital efficiency.

Shareholding and corporate actions

• Equity share capital increased to Rs 32.96 crore; 30,35,714 warrants converted.
• Outstanding equity shares: 32,957,143; warrants conversion boosted capital base.
• Promoter group and top holders disclosed; substantial changes reflect warrant conversions.

Governance, risk & internal controls

• Board of 6 directors; 4 independent; 1 woman independent; board composition aligned with SEBI norms.
• Independent directors met once; declarations of independence obtained.
• Statutory Auditor: M/s J.T. Shah & Co.; Secretarial Auditor: M/s K. Jatin & Co.
• Internal controls: opinion of adequacy and effectiveness; no major control weaknesses reported.

ESG, CSR and sustainability

• CSR Committee constituted on 13 Aug 2026; CSR policy adopted; policy on company website.
• Anti-sexual harassment policy in place; maternity benefits of 26 weeks provided.
• Energy conservation and technology absorption data presented in ANNXURE as per MD&A.

Outlook and risks

• Ethanol market growth underpins long-term growth; government LOAs provide secure demand.
• Risks include feedstock competition, price volatility, logistics, and infrastructure limitations.
• Management intends to continue investments in capacity, efficiency, and downstream opportunities.

AGM Details

• AGM scheduled for 29 September 2026 at 4:00 PM via VC/OAVM.
• Remote e-voting from 25 September 2026, 9:00 AM to 28 September 2026, 5:00 PM.
• Cut-off date for voting entitlement: 22 September 2026.
• Annual Report and Notice available on the company website.

Ordinary Business

• Adopt Audited Financial Statements for the year ended 31 March 2026.
• Re-appoint Jyotiprasad Chiripal by rotation as Director.

Related Party Transactions

• Approve related party transactions for 2026-27 up to stated limits.
• Chiripal Polyfilm Limited: receipts 250 crore, payments 250 crore.
• Chiripal Industries Limited: receipts 250 crore, payments 250 crore.
• Nandan Denims Limited: receipts 50 crore, payments 50 crore.
• Transactions to be as per arm's length and applicable approvals.

Independent Director Appointment

• Ms. Trusha Shah to be Regularised as Independent Director for five years.
• Term from 30 June 2026 to 29 June 2031.
• Meets independence criteria per Companies Act and SEBI LODR.
• Board authorized to take necessary actions.

Intra-group promoter re-designation

• Board approved intra-group re-designation of promoter individuals to Promoter Group category.
• Total shares held by redesignating individuals: 47,36,449 (14.3715% of voting rights).
• No change in aggregate shareholding, voting rights, economic interest, or control.
• Re-designation is strictly intra-group; no reclassification to public shareholders.
• Classification remains under composite 'Promoter and Promoter Group' per SEBI LODR Regulation 31.
• Eligibility criteria for promoter group under Regulation 2(1)(pp) of ICDR 2018 satisfied.
• Intimation does not invoke Regulation 31A(2); no separate approval required.
• Revised shareholding pattern to be filed within Regulation 31 timelines.
• Board resolution date: 13 August 2026; signed by Director Jyotiprasad Devkinandan Chiripal.

CSR governance: committee formation and policy

• Board approved constitution of CSR Committee under Section 135 of the Companies Act, 2013.
• CSR Committee members: Suresh Chatterjee (Chair, Non-Executive Independent), Chintan Patel (Member, Non-Executive Independent).
• Jyotiprasad Chiripal named Member (Non-Independent, Non-Executive Director).
• New CSR Policy approved; effective 13 August 2026, superseding the previous policy.
• Policy aligns with Schedule VII and latest amendments; governance, monitoring, and implementation framework defined.
• Policy to be uploaded on company website; details to be included in Annual Report.

KMPs authorised for materiality determinations

• Mr. Jyotiprasad D. Chiripal – Non-Executive Non-Independent Director, Chairperson.
• Mr. Pradeep Mantri – Executive Director, Whole-time Director.
• Mr. Satish Ravishanker Bhatt – Chief Financial Officer.
• Mr. Shashank Paranjape – Chief Executive Officer.
• Mr. Raj Kumar Samriya – Finance Head.
• Ms. Siddhi Shah – Company Secretary & Compliance Officer.