Shareholders meeting

Date: September 07, 2026 To, To, The General Manager, The Manager, Department of Corporate Services, Listing Department, BSE Ltd. National Stock Exchange of India Limited P.J. Towers, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, Fort, Mumbai- 400 001 Bandra (East), Mumbai - 400051 Ref: BSE Scrip Code: 533941 and NSE Symbol: THOMASCOTT Subject: Notice convening the 16th Annual General Meeting (“AGM”) of Thomas Scott (India) Limited (“the Company”) Dear Sir/ Madam, Pursuant to Regulations 30 and 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we hereby enclose the Notice convening the 16th AGM of the Company to be held through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) for the financial year 2025-26. Details of AGM are as under: Particulars Details Day and Date Tuesday, September 29, 2026 Time 01.00 P.M. (IST) Book Closure Date Wednesday, September 23, 2026 to Tuesday, September 29, 2026 (both days inclusive) Remote E-voting period Friday, September 25, 2026 at 09:00 A.M. and ends on Monday, September 28, 2026 at 05:00 P.M The Notice for the 16th AGM of the Company is being sent electronically to those shareholders whose email IDs are registered with the Company/Registrar and Share Transfer Agent and the Depositories. The aforesaid Notice is also available on the Company's website at https://www.thomasscott.org/investor-relations.htm and on the website of National Securities Depository Limited (“NSDL”) at https://www.evoting.nsdl.com. The remote e-voting period commences on Friday, September 25, 2026 at 09:00 A.M. and ends on Monday, September 28, 2026 at 05:00 P.M. During this period, members holding shares either in physical form or in dematerialised form as on Tuesday, September 22, 2026, i.e. cut-off date, may cast their vote electronically. This is for your information and record. Thanking You, Yours faithfully, For Thomas Scott (India) Limited Brijgopal Bang Managing Director DIN: 00112203 Encl: As above NOTICE OF 16THANNUAL GENERAL MEETING NOTICE is hereby given that the SIXTEENTH (16TH) ANNUAL GENERAL MEETING (AGM) of the Members of THOMAS SCOTT (INDIA) LIMITED will be held on, Tuesday, September 29, 2026, at 01.00 P.M through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’), to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt Financial Statements of the Company for the Financial Year ended on March 31, 2026, together with the Reports of the Auditors and the Board of Directors’ thereon, on that date. 2. To appoint a director in place of Mr. Vedant Bang (DIN: 09506327) who retires by rotation, being eligible, seeks re-appointment. SPECIAL BUSINESS: 3. Approval of Material Related Party Transaction with Bang Overseas Limited. To consider, and, if thought fit, approve the material related party transaction(s) proposed to be entered into by the Company and to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in supersession of earlier resolution, pursuant to the applicable provisions of section 188 of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with Bang Overseas Limited, a related party of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, as per the details given below and also set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company. Sr. Name of the Party (Nature of Nature of Amount of Tenure No. Relationship) Transaction Transaction 1 Bang Overseas Limited Sale/Purchase of 200 Crores 1 years from the (an enterprise owned or Raw Material and date of Approval significantly influenced by the Finished Goods and i.e. 30th September, Key Managerial Personnel of /or Services. 2026 to 29th the Company and/ or their September, 2027. ANNUAL REPORT 2025-26 relatives) RESOLVED FURTHER THAT the Board be and are hereby authorized to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard.” 4. Approval of Material Related Party Transaction with Vedanta Creations Limited To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT in supersession of earlier resolution, pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether indivi dually or series of transaction(s) taken together or otherwise), with Vedanta Creations Limited, a related party of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, as per the details given below and also set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its subsidiary (ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company. Sr. Name of the Party and Nature of Transaction Tenure Amount of No. Nature of Relationship Transaction 1 Vedanta Creations Sale/ Purchase of 1 years from the 100 Crores Limited (Enterprise Goods and Services date of Approval owned or significantly i.e. 30th September, influenced by the Key 2026 to 29th Managerial Personnel of September, 2027. the Company and/or their relatives.) RESOLVED FURTHER THAT the Board be and is hereby authorized to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard.” ANNUAL REPORT 2025-26 5. To Reappoint Mr. Vedant Bang (DIN: 09506 [Showing first 8,000 characters — download PDF for full document]