Transcorp International Limited has issued a postal ballot notice to shareholders seeking approval for significant corporate governance matters, including executive re-appointment and employee stock option policy modifications.

CEO Re-appointment with Revised Compensation

The company proposes to re-appoint Mr. Ayan Agarwal as Chief Executive Officer (Payment Systems) with substantially revised remuneration terms. The following table outlines the key compensation changes:

Mr. Agarwal, who is the son of promoter and director Mr. Ashok Kumar Agarwal, will also be entitled to 8% of Profit Before Tax per annum, subject to a minimum of ₹25.00 lakhs annually for three years effective October 1, 2025. The appointment term extends from October 1, 2025, to September 30, 2028.

The revised compensation package includes comprehensive benefits such as provident fund contributions of ₹45,000.00 monthly, gratuity provisions of ₹18,029.00, group insurance premium of ₹1,000.00, and various allowances including Leave Travel Allowance of ₹25,000.00 and driver reimbursement of ₹25,000.00.

ESOP Policy Amendment

The second resolution addresses the modification of the Employee Stock Option Plan-2017 by removing Clause 14.4, which currently imposes a one-year lock-in period on shares allotted upon exercise of stock options. This amendment aligns the company's ESOP policy with current SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, which do not mandate such lock-in requirements.

The Nomination and Remuneration Committee and Board of Directors approved this amendment on December 16, 2025, and December 18, 2025, respectively. The change is designed to benefit employees by removing unnecessary restrictions while maintaining compliance with regulatory requirements.

Voting Timeline and Process

Shareholders can participate in the decision-making process through the following schedule:

The company has appointed Mr. Anand Prakash Jain, Chartered Accountant, as the scrutinizer for conducting the e-voting process. Shareholders holding shares as of the cut-off date of December 27, 2025, are eligible to vote through the NSDL e-voting platform.

Corporate Governance and Compliance

Both resolutions demonstrate the company's commitment to regulatory compliance and transparent governance practices. The CEO re-appointment follows provisions under Section 188(1)(f) of the Companies Act, 2013, which requires shareholder approval for related party appointments exceeding specified remuneration thresholds.

The ESOP amendment reflects the company's adaptation to evolving regulatory frameworks and its focus on employee-friendly policies. By removing the lock-in restriction, Transcorp International aims to enhance the attractiveness of its employee stock option program while maintaining alignment with current SEBI regulations.

Shareholders can access the complete postal ballot notice and related documents on the company's website at www.transcorpint.com , BSE website, and NSDL's e-voting portal for detailed review before casting their votes.

Transcorp International Limited has announced robust financial results for the second quarter of fiscal year 2025-26, demonstrating significant growth across key metrics. The company's performance highlights its strategic initiatives and focused expansion in core business verticals.

Financial Highlights

Key Performance Indicators

Transcorp International has shown remarkable improvement in its profitability, with Profit Before Tax (PBT) surging 103% year-on-year to ₹120.22 lakhs in Q2 FY2025-26. This also represents a 39% growth over the previous quarter. The company's revenue from operations increased by 9% quarter-on-quarter, reaching ₹247.00 crores.

Business Segment Performance

Foreign Exchange Division

The Foreign Exchange division saw a healthy increase in revenue, growing from ₹8,373.92 lakhs to ₹8,845.36 lakhs, indicating robust activity in the forex business.

Outward Remittance

Outward remittance services showed strong growth, with revenue increasing by 26% to ₹9,877.24 lakhs in Q2 compared to ₹7,812.18 lakhs in Q1, highlighting growing customer adoption and sustained market traction.

Payment Systems

The Payment Systems vertical continues to show promising growth, recording the highest transaction volumes in the company's history during Q2 FY2025-26. The company has entered into new agreements and launched several new programs in collaboration with marquee players, contributing to its expansion in this segment.

Operational Efficiency

Transcorp International has demonstrated improved operational efficiency, with employee benefit expenses reducing from ₹453.73 lakhs in Q1 to ₹421.46 lakhs in Q2, reflecting enhanced productivity and cost optimization measures.

Half-Year Performance

For the first half of FY2025-26, Transcorp International's PBT rose to ₹206.90 lakhs, compared to ₹92.73 lakhs in the previous year's first half, underscoring improved margins and strong operational leverage.

Company Outlook

With its diversified portfolio, regulatory strength, and ongoing digital initiatives, Transcorp International remains confident in sustaining its growth momentum in the coming quarters. The company's focus on innovation, digital transformation, and customer-centric excellence continues to drive its performance across various business segments.

Transcorp International Limited, a 30-year-old Reserve Bank of India regulated entity, has been at the forefront of financial services innovation in India. As one of the first perpetual PPI license holders, the company has pioneered several initiatives in the payment and fintech space, including being the first non-Bank to launch network cards, UPI on PPI, and wearable payment devices in India.

The company's strategic focus on financial inclusion, B2B partnerships, and compliance-driven growth positions it well for continued success in the evolving financial services landscape.