NSEShareholders meeting30 Sept 2026 · 30 Sept 2026, 07:01 pm
Shareholders meeting
Transwarranty Finance Limited · TFL
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Transwarranty Finance Limited has held its 32nd Annual General Meeting (AGM) on September 30, 2026, through video conferencing. The meeting was attended by all directors except Ashok Parumal Nawany, who was represented by Gopalakrishnan Balakrishna. The AGM considered and adopted the standalone and consolidated audited financial statements for the financial year ended March 31, 2026, and approved the re-appointment of Mr. Ramachand as a director.
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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk1/10
Liquidity Impact5/10
Market Sentiment5/10
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Transwarranty Finance Limited has informed the Exchange regarding Proceedings of Annual General Meeting held on September 30, 2026
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September 30, 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: Summary of Proceedings of the 32nd Annual General Meeting (“AGM”) of Transwarranty Finance
Limited (“the Company”) held on Wednesday, September 30, 2026.
Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015 (“SEBI Listing Regulations”), as amended, we are enclosing herewith the
summary of proceedings of the 32nd AGM of the Company held today i.e. Wednesday, September 30, 2026 at
04.00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) in accordance with the
applicable circular(s) issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.
The same may also be accessed on the website of the Company at www.transwarranty.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
Summary of Proceedings of the 32nd Annual General Meeting of Transwarranty Finance Limited
The 32nd Annual General Meeting (“AGM”) of the Members of Transwarranty Finance Limited (“the
Company”) was held on Wednesday, September 30, 2026 at 4.00 P.M. (IST) through Video Conference
or Other Audio - Visual Means (VC / OAVM). The meeting commenced at 04:00 P.M. (IST) and concluded
at 4:34 P.M. (IST) (including time allowed for e-voting at AGM). The Meeting was held through
VC/OAVM in compliance with the circulars issued by the Ministry of Corporate Affairs (“MCA”) and
Securities and Exchange Board of India (“SEBI”).
Mr. Suhas Borgaonkar, Company Secretary & Compliance Officer welcomed the Members to the AGM
and briefed them on certain points relating to the participation at the AGM through VC.
Mr. Kumar Nair, Chairman of the Board chaired the AGM from the Registered Office of the Company at
403, Regent Chambers, Nariman Point, Mumbai - 400021 (“Deemed Venue”). The Chairman introduced
himself as well as the other Directors of the Company. The requisite quorum being present, the
Chairman called the Meeting to order. All Directors of the Company except Mr.Ashok Parumal Nawany
attended the meeting. Mr.Ashok Parumal Nawany, Chairman of Audit Committee in his absence has
authorzed Mr.Gopalakrishnan Balakrishna, member of the Audit Committee to represent him in the
shareholders meeting. The Chairperson of the Stakeholders’ Relationship Committee and Nomination,
Remuneration and Compensation Committee was also present at the AGM.
Mr. Vivek Gaggar, representing M/s. Deoki Bijay & Co., Statutory Auditors and Mr. Yogesh Sharma,
representing M/s. Yogesh Sharma & Co., Secretarial Auditors and Scrutinizer for the e-Voting and the
voting during the proceedings of the AGM, were also present at the AGM through VC.
The Chairman informed the Members that live streaming of the Meeting was being webcast on the
website of National Securities Depository Limited (‘NSDL’). The Company had taken all the requisite
steps to enable Members to participate and vote on the items of businesses considered at the AGM.
Further, the Registers as required under the Companies Act, 2013 (“Act”) and other relevant documents
mentioned in the Notice were available for inspection. Since there was no physical attendance of
Members and in compliance with the Circulars issued by the MCA and SEBI, the requirement of
appointing proxies was not applicable, except for the authorized representatives of corporate
shareholders.
The Chairman addressed the Members and apprised them about the working of the Company and
general economic conditions.
With the consent of the Members, the Notice convening the Meeting and Auditors Report were taken as
read. The Members were informed that the Statutory Auditors' Report and Secretarial Audit Report did
not have any qualifications for the financial year ended March 31, 2026.
The Chairman informed the Members that pursuant to the provisions of the Act and Rules framed
thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and Secretarial Standard on General Meetings, the Company had provided remote
e-voting facility and e-voting facility from Saturday, September 26, 2026 at 9:00 a.m. to Tuesday,
September 29, 2026 at 5.00 p.m (IST) to all the Members of the Company, who were holding shares as
on the cut‐off date i.e. Wednesday, September 23, 2026. He also informed that the facility of e-voting at
CIN: L65920MH1994PLC080220
403, Regent Chambers, Nariman Point, Mumbai- 400021 • Tel: 6630 6090 / 2204 7965
• e-mail : mail@transwarranty.com • website:www.transwarranty.com
the AGM was also made available for those Members who participated in the AGM through VC / OAVM
and who had not cast their vote(s) through remote e-voting.
In terms of the Notice dated August 25, 2026 convening the 32nd AGM of the Company, the following
items of business were transacted at the AGM through remote e-voting/e-voting:
Sr. No. Details of the Resolutions Type of Business Type of Resolution
1. To consider and adopt the Standalone and Ordinary Business Ordinary Resolution
Consolidated Audited Financial Statements of the
Company for the financial year ended March 31,
2026 together with Report of the Directors’ and
Auditors thereon.
2. To consider and approve re-appointment of O rdinary Business Ordinary Resolution
Mr. Ramachandran Unnikrishnan (DIN:
00493707), who retires by rotation and being
eligible, offers himself for reappointment.
3. To re-appoint Mr. Kumar Nair (DIN:00320541) as Special Business Special Resolution
the Managing Director and CEO of the Company
4. To approve the continuation of appointment of Special Business Special Resolution
Mr. Ramachandran Unnikrishnan (DIN:
00493707) as Executive Director of the Company
beyond the age of 70 years
5. Issuance of Non-Convertible Debentures on Special Business Special Resolution
Private Placement Basis
6. Raising of funds by way of External Commercial Special Business Special Resolution
Borrowings
7. Increase in Authorised Share Capital and Special Business Ordinary Resolution
consequent alteration to the capital clause of the
Memorandum of Association
8. To approve Material Related Party Transaction(s) Special Business Ordinary Resolution
between the Company (TFL) and Vertex Securities
Limited (“VSL”), an Associate Company
9. To approve Material Related Party Transaction(s) Special Business Ordinary Resolution
between the Company (TFL) and Vertex
Commodities and Finpro Private limited
(“VCFPL”), an Associate Company
10. Details of Material Related Party Transactions Special Business Ordinary Resolution
between the Company (“TFL”) on one hand and
the Directors /KMPs of the Company/
Subsidiaries/Associates or Relatives thereof
(“NCD Lenders”) on the other hand
The Chairman invited the Members to express their views, ask questions and seek clarifications on the
operations as well as the financial performance of the Company. The Chairman then responded to the
questions asked and clarifications sought by the Members.
The Chairman authorized the Company Secretary to carry out the voting process and declare the results
of the consolidated voting. The e-Voting facility was kept open for the next 15 minutes to enable the
CIN: L65920MH1994PLC080220
403, Regent Chambers, Nariman Point, Mumbai- 400021 • Tel: 6630 6090 / 2204 7965
• e-mail : mail@transwarranty.com • website:www.transwarranty.com
Members to cast their votes. Further, he informed the Members that the consolidated voting results
along
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