Shareholders meeting

Secretarial Section Head Office, 57- V.E. Road, Thoothukudi – 628 002. ☏: 0461-2325136 e-mail : secretarial@tmbank.in CIN: L65110TN1921PLC001908 Ref.No.TMB.SE.35/2026-27 18.06.2026 The Manager The Manager National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, 5th Floor, Plot No. C/1, Phiroze Jeejeebhoy Towers, 'G' Block, Bandra - Kurla Complex, Dalal Street, Bandra (East), Mumbai - 400 051. Mumbai – 400 001. Ref: Symbol: TMB / Scrip Code: 543596 Dear Sir/Madam, Sub: Notice of the 104th Annual General Meeting, Annual Report for the FY 2025-26 and e-Voting related matters – Intimation under Regulation 30 & 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) In continuation to our intimation dated June 05, 2026, the 104th Annual General Meeting (“AGM”) of the members of the Tamilnad Mercantile Bank Limited (the “Bank”) will be held on Tuesday, July 14, 2026 at 11:00 A.M. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). In accordance with circulars issued by the Ministry of Corporate Affairs (MCA), members will be able to attend and participate in the AGM only through VC / OAVM. Pursuant to Regulation 34(1) of SEBI Listing Regulations, we are submitting herewith the Annual Report including the Business Responsibility and Sustainability Report of the Bank for the Financial Year 2025-26, along with the Notice of the 104th AGM, which is being sent through e-mail to the members of the Bank, whose email address(es) are registered with the Registrar & Share Transfer Agent of the Bank / Depository Participant(s). Pursuant to Regulation 36(1) of SEBI Listing Regulations, the Bank has also sent a letter containing the web link, including the exact path, where complete details of the Annual Report is available, to the members who have not registered their email address(es) with the Registrar & Share Transfer Agent of the Bank / Depository Participant(s). The Bank is providing electronic voting facility to its members, to exercise their right to vote, by electronic means, for all the items of business, as set out in the Notice, through Central Depository Services (India) Limited (“CDSL”) e-Voting platform, which will commence on Saturday, July 11, 2026 at 9:00 A.M. IST and ends on Monday, July 13, 2026 at 5:00 P.M. IST. The e-Voting module will be disabled after 5:00 P.M. IST on Monday, July 13, 2026. The members who have not cast their votes by remote e-Voting, can exercise their voting rights through the e-Voting system during the AGM. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Tuesday, July 07, 2026, shall be entitled to avail the facility of remote e-Voting or e-Voting at the meeting. Secretarial Section Head Office, 57- V.E. Road, Thoothukudi – 628 002. ☏: 0461-2325136 e-mail : secretarial@tmbank.in CIN: L65110TN1921PLC001908 The Annual Report for the FY 2025-26 and the Notice of the 104th AGM are available on the website of the Bank, http://www.tmb.bank.in/pages/annual-general-meetings and on the website of CDSL at www.evotingindia.com. Kindly take the information on record. Yours faithfully, For Tamilnad Mercantile Bank Limited Swapnil Yelgaonkar Company Secretary & Compliance Officer TAMILNAD MERCANTILE BANK LIMITED CIN: L65110TN1921PLC001908 Regd. office: 57, Victoria Extension Road, Thoothukudi – 628 002 Phone: 0461-2321932 (E), 2321929 (E) Website: www.tmb.bank.in | e-mail: shareholders@tmbank.in NOTICE OF THE 104th ANNUAL GENERAL MEETING NOTICE is hereby given that the 104th Annual General Meeting (AGM) of the Members of Tamilnad Mercantile Bank Limited will be held on Tuesday, July 14, 2026 at 11:00 A.M. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS: 1. To adopt the Audited Financial Statements, Directors’ Report and Auditor’s Report thereon for the Financial Year 2025-26 To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 129, 134 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, Section 29 and other applicable provisions, if any, of the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India (‘RBI’) in this regard, from time to time, the Audited Financial Statements of the Bank for the Financial Year ended March 31, 2026, including the Balance Sheet as on that date, Statement of Profit and Loss and Cash Flow for the Financial Year ended March 31, 2026 and the report of the Auditors and the Board of Directors thereon, as circulated to the Members and laid before the Meeting be and are hereby received, considered and adopted.” 2. To re-appoint Thiru. K. V. Rama Moorthy (DIN: 07034994) as a Non-Executive Director who retires by rotation and being eligible, offers himself for re-appointment To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and applicable provisions of the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India, from time to time and the provisions of the Articles of Association of the Bank, Thiru. K. V. Rama Moorthy (DIN:07034994), a Non-Executive Director who retires by rotation at this meeting and being eligible for re-appointment, be and is hereby re-appointed as a Non-Executive Director of the Bank, who shall be liable to retire by rotation.” 3. To approve and declare the Final Dividend for the Financial Year 2025-26 To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 123 and other applicable provisions, if any, of the Companies Act, 2013 and Section 15 and other applicable provisions, if any, of the Banking Regulation Act, 1949 and other applicable circulars, guidelines issued by the Reserve Bank of India, in this regard (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) a Final Dividend of ₹12.50 (Rupees Twelve and Fifty Paise only) per equity share having face value of ₹10.00 (Rupees Ten only) each fully paid-up (i.e. 125%), as recommended by the Board of Directors, be and is hereby declared for the Financial Year ended March 31, 2026 and the same be paid out of the profits of the Bank for the Financial Year ended March 31, 2026.” “RESOLVED FURTHER THAT the Managing Director & CEO or Executive Director or Company Secretary of the Bank be and is hereby authorized severally to do and perform all such acts, deeds, matters and things, as may be considered necessary, desirable or expedient to give effect to this resolution and to authorise any officer as it may deem fit to take necessary actions on behalf of the Bank in this regard.” 1 of 23 4. To re-appoint M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Firm Registration No. 004207S) and M/s. Chandran & Raman, Chartered Accountants, Chennai (Firm Registration No. 000571S) as Joint Statutory Central Auditors of the Bank for the Financial Year (Tax Year) 2026-2027 and fix their remunerations To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 139, 141 and 142 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules made thereunder and pur [Showing first 8,000 characters — download PDF for full document]