Shareholders of TCI Industries Limited approved the reclassification of its unissued authorized share capital and the issuance of redeemable preference shares to promoters during its 61st Annual General Meeting (AGM) held on July 28, 2026. The resolutions, classified as special business, aim to alter the Capital Clause of the Memorandum of Association and facilitate a private placement of redeemable preference shares to Promoter Group entities and related parties. The meeting also covered ordinary business, including the adoption of audited financial statements for the fiscal year ended March 31, 2026, and the re-appointment of two directors retiring by rotation.

The AGM was conducted via Video Conferencing / Other Audio-Visual Means (VC/OAVM) starting at 11:04 AM. Jagdish Chandra Sharma, Chairman and Independent Director, presided over the proceedings in compliance with Ministry of Corporate Affairs Circulars, including General Circular No. 20/2020 and General Circular No. 03/2025 dated September 22, 2025. Anisha Dad, Company Secretary and Compliance Officer, confirmed the presence of the requisite quorum and briefed members on statutory details. All directors were present except Navneet Kumar Saraf. Mrs. Chandanbala O. Mehta, Practicing Company Secretary, was appointed as the Scrutinizer for remote e-voting and e-voting during the AGM.

Under ordinary business, shareholders considered three key resolutions. First, they received, considered, and adopted the Audited Financial Statements for FY26, along with the Reports of the Board of Directors and Auditors. M/s. V. Singhi & Associates submitted the Statutory Auditors' Report, which contained no qualifications, modified opinions, or adverse remarks. Second, shareholders appointed Dharmpal Agarwal (DIN: 00084105) as a Director in place of his retirement by rotation. Third, Vikas Agarwal (DIN: 00052738) was similarly re-appointed as a Director following his retirement by rotation.

The special business agenda included two strategic corporate actions. The first resolution sought approval to reclassify the unissued portion of the Authorized Share Capital, necessitating a consequent alteration in the Capital Clause of the Memorandum of Association. The second resolution authorized the issue of Redeemable Preference Shares on a private placement basis to the Promoters, Promoter Group entities, and Related Parties of the Company. These moves typically allow companies to optimize their capital structure or raise funds without diluting existing equity voting power.

During the meeting, Ashish Agarwal, Director, responded to queries raised by speaker shareholders. Members who had not cast their votes through remote e-voting were informed that they could do so after the meeting's conclusion on the NSDL e-voting platform. The voting results, accompanied by the Scrutinizer's Report, are scheduled to be declared within two working days of the AGM's conclusion and will be published on the company’s website, NSDL’s website, and the Stock Exchange website.

What the Numbers Show

The absence of qualifications or adverse remarks in the Statutory Auditors' Report from M/s. V. Singhi & Associates indicates a clean audit opinion for FY26, suggesting compliance with accounting standards and regulatory requirements. The decision to issue redeemable preference shares rather than equity shares to promoters suggests a strategy to raise capital or provide liquidity to promoter entities while maintaining control over voting rights, as preference shares typically carry limited or no voting rights compared to equity shares.

TCI Industries Limited has published the Notice of its 61st Annual General Meeting (AGM) in newspapers on July 7, 2026. The meeting is scheduled for Tuesday, July 28, 2026, at 11:00 a.m. IST and will be conducted solely through Video Conferencing (VC) and Other Audio-Visual Means (OAVM). This publication was submitted to BSE Limited and appeared in Active Times (English) and Mumbai Lakshadeep (Marathi).

The Register of Members and Share Transfer Books will remain closed from Wednesday, July 22, 2026, to Tuesday, July 28, 2026, for the purpose of the AGM. The company has sent the 61st Annual Report and Notice of AGM electronically to members whose email addresses are registered with the company or depositories. Physical copies will be dispatched only upon specific request.

E-Voting and Participation Details

Members can participate in the AGM via the VC/OAVM facility, with attendance counting towards the quorum under Section 103 of the Companies Act, 2013. A remote e-voting facility is available via the National Securities Depository Limited (NSDL) platform. The remote e-voting period commences on Saturday, July 25, 2026, at 9:00 a.m. IST and concludes on Monday, July 27, 2026, at 5:00 p.m. IST.

Members who have already cast their votes remotely may attend the meeting but are not entitled to vote again. The voting rights are determined based on shareholding as of the cut-off date, July 21, 2026. Mrs. Chandanbala O. Mehta has been appointed as the Scrutinizer for the e-voting process.

Documents are accessible on the company’s website at www.tcil.in and on the BSE Limited website. Members holding shares in physical form or needing to update email addresses must submit self-attested copies of their PAN card and share certificate to the Registrar and Share Transfer Agent.