Shareholders meeting

September 04, 2026 Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (East), Dalal Street, Mumbai - 400 051 Mumbai - 400 001 Symbol: TFL Scrip Code: 532812 Dear Sir/Madam, Subject: Notice of 32nd Annual General Meeting (“AGM”) of Transwarranty Finance Limited (“the Company”) for the Financial Year 2025-26. Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of the 32nd AGM of the Company scheduled to be held on Wednesday, September 30, 2026 at 4.00 p.m. IST, through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”). The said Notice forms part of the Annual Report of the Company for the financial year 2025-26 and is also available on the Company's website at www.transwarranty.com and NSDL website at www.evoting.nsdl.com Kindly take the same on record. Thanking You, Yours faithfully, For Transwarranty Finance Limited Suhas Borgaonkar Company Secretary and Compliance Officer Membership No.: A3391 Encl.: A/a CIN: L65920MH1994PLC080220 403, Regent Chambers, Nariman Point, Mumbai- 400021 • Tel: 6630 6090 / 2204 7965 • e-mail : mail@transwarranty.com • website:www.transwarranty.com NOTICE NOTICE is hereby given that the Thirty Second Annual General RESOLVED FURTHER THAT in the event of loss or Meeting (“AGM”) of Transwarranty Finance Limited (TFL) will be held through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), on Wednesday, September 30, 2026 Director, the remuneration set out above be paid or at 4:00 P.M. (IST) to transact the following business: granted to Mr. Kumar Nair as minimum remuneration provided that the total remuneration by way of salary and Ordinary Business: other allowances shall not exceed the ceiling provided in 1. To consider and adopt the Standalone and Consolidated the Schedule V to the Companies Act, 2013 or such other Audited Financial Statements of the Company for the amount as may be provided in the said Schedule V as may be amended from time to time or any equivalent statutory of the Directors’ and Auditors thereon. re-enactments thereof; 2. To consider and approve re-appointment of Mr. RESOLVED FURTHER THAT the Board be and is hereby Ramachandran Unnikrishnan (DIN: 00493707), who authorized to do all such acts, deeds, matters and things retires by rotation and being eligible, offers himself for re- at its absolute discretion, it may consider necessary or appointment. desirable in order to give effect to this resolution.” Special Business: 4. To approve the continuation of appointment of Mr. Ramachandran Unnikrishnan (DIN: 00493707) as 3. To re-appoint Mr. Kumar Nair (DIN:00320541) as the Executive Director of the Company beyond the age of Managing Director and CEO of the Company 70 years resolution as a Special Resolution: resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections “RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and other applicable provisions, if any, of 196(3)(a) and other applicable provisions, if any, of the the Companies Act, 2013 (“the Act”) read with Schedule Companies Act, 2013 (“the Act”) read with the rules made V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Securities enactment thereof for the time being in force), applicable and Exchange Board of India (Listing Obligations provisions of the Securities and Exchange Board of and Disclosure Requirements) Regulations, 2015, India (Listing Obligations and Disclosure Requirements) (“SEBI Listing Regulations “), including any statutory Regulations, 2015, the Articles of Association of the Company and pursuant to the recommendation of the to the Articles of Association of the Company, upon Nomination, Remuneration and Compensation Committee recommendation of the Nomination and Remuneration and the Board of Directors, approval of the Members of the and Compensation Committee, and approval of the Board Company be and is hereby accorded for the continuation of Directors of the Company at their respective meetings, of the appointment of Mr. Ramachandran Unnikrishnan the consent of the Members be and is hereby accorded (DIN: 00493707) as the Executive Director of the for the re-appointment of Mr. Kumar Nair (DIN:00320541) Company beyond the age of 70 years, upon his attaining as the Managing Director and CEO of the Company for a such age during his current tenure, on the existing terms period of three (3) years with effect from September 01, and conditions of his appointment, as approved by the Members from time to time; by rotation, on the remuneration and upon the terms and conditions as set out in the Explanatory Statement relating RESOLVED FURTHER THAT the Board of Directors of to this resolution with liberty and powers to the Board of the Company (including any Committee thereof) be and is Directors to alter and vary the terms and conditions and hereby authorised to do all such acts, deeds, matters and remuneration in such manner as the Board of Directors things, and to execute all such documents, instruments and writings as may be considered necessary, desirable n the Act; or expedient to give effect to this resolution.” ANNUAL REPORT 2025-26 5. Issuance of Non-Convertible Debentures on Private NCDs including the class of investors, securities to be Placement Basis offered, number of securities, series, tranches, issue price, denomination, currency, tenure, interest rate, premium/ discount, repayment, listing or otherwise, howsoever, resolution as a Special Resolution: as it may think appropriate and to do all acts, deeds, “RESOLVED THAT pursuant to the provisions of and things, as it may, in its absolute discretion, consider Section(s) 42, 71 and other applicable provisions, if any, necessary, expedient or desirable including appointment of the Companies Act, 2013 (hereinafter called “Act”), of intermediaries including Debenture Trustees and to read with the Companies (Prospectus and Allotment of sign and execute any deed(s)/ document (s)/ undertaking Securities) Rules, 2014 as amended and the Companies (s)/ agreement (s)/ paper(s)/ underwriting (s) and also (Share Capital and Debentures) Rules, 2014, as amended to delegate all or any of the above powers, as may be and Securities and Exchange Board of India (Issue required to give effect to this resolution or as otherwise and Listing of Debt Securities) Regulations, 2008, as considered by the Board to be in the best interest of the amended and SEBI (Listing Obligations and Disclosure Company; Requirements) Regulations, 2015, as amended (including RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated the time being in force) and subject to the provisions of the Articles of Association of the Company and the applicable rules of Reserve Bank of India regarding issuance of Non- Convertible Debentures on Private Placement Basis by 6. Raising of funds by way of External Commercial Non-Banking Financial Companies and subject to such Borrowings other applicable approval(s), permission(s) and sanction(s), as may be required, the approval of the Members of resolution as a Special Resolution: the Company be and is hereby accorded to the Board of Directors of the Company (including any Committee “RESOLVED THAT pursuant to the provisions of thereof constituted or to be constituted by the Board to Section 42, 71 and all other applicable provisions, if exercise its powers including the powers conferred by this any, of the Companies Act, 2013 (‘the Act’), including Resolution) (“Board”)), to offer or invite subscriptions for secured and/or unsecured redeemable Non-Convertible and other applicable guidelines, directions or laws, the Debentures including subordinated debt (“NCDs”), in one approval of the Membe [Showing first 8,000 characters — download PDF for full document]