Item 1: Appointment of Mr. Anuj Jalan (DIN: 02525506) as Chairman and Managing Director
Appointment for 3 years effective from 08th July 2026
Maximum remuneration: ₹2,00,00,000 per annum (salary component)
Additional entitlements: Leave Travel Concession, Personal Medical/Accident Insurance, Provident Fund, Gratuity, Earned Leave encashment, car with driver, telephone, entertainment expenses reimbursement, housing/education/medical loans
Minimum remuneration payable even in case of no profits or inadequate profits
Background: MBA from S.P. Jain Institute, 8+ years experience in operations, sales, finance, and project management
Shareholding: 4,132,474 shares
Item 2: Appointment of Mr. Raj Kumar Jalan (DIN: 07875364) as Executive Director
Appointment effective from 08th July 2026
Maximum remuneration: ₹1,50,00,000 per annum (salary component)
Similar additional entitlements as Item 1
Background: B.Com from University of Calcutta (1978), 44 years marketing experience
Shareholding: Nil
Item 3: Appointment of Mr. Daivik Jalan (DIN: 10808174) as Non-Independent Non-Executive Director
Appointment effective from 08th July 2026
Maximum remuneration: ₹90,00,000 per annum (salary component)
Similar additional entitlements as Item 1
Background: Pursuing B.Com (Accounting and Finance) from St. Xavier's College, 1+ year industry expertise
Shareholding: 1,519,091 shares
Item 4: Appointment of Ms. Pragati Goel (DIN: 10447667) as Independent Non-Executive Women Director
Appointment for 5 years effective from 08th July 2026
Remuneration: Profit-related commission within permissible limits, meeting fees, expense reimbursement
Background: MBA in Marketing from IMT Hyderabad, B.Com (Accounting and Finance) from J.D. Birla Institute
Shareholding: Nil
Item 5: Appointment of Mr. Giri Raj Parashar (DIN: 10491076) as Independent Non-Executive Director
Appointment for 5 years effective from 08th July 2026
Remuneration: Profit-related commission within permissible limits, meeting fees, expense reimbursement
Background: Master's degree in Physiotherapy from Hemwati Nandan Bahuguna Garhwal University (2012), 12+ years experience in preventing bone disease
Shareholding: Nil
Item 6: Appointment of Mr. Shivam Gupta (DIN: 07690975) as Independent Non-Executive Director
Appointment for 5 years effective from 08th July 2026
Remuneration: Profit-related commission within permissible limits, meeting fees, expense reimbursement
Background: Master's in Management from London Business School, 11 years experience in managing business projects
Shareholding: Nil
Item 7: Approval under Section 185 for Loans/Guarantees/Security
Authorization to advance loans, give guarantees, or provide security up to ₹500 crores aggregate
Applicable to subsidiaries, associates, joint ventures, or group entities where directors have interest
Loans must be utilized for principal business activities of borrowing company
Tenure: Payable on demand or as per agreed terms
Interest rate: Prevailing market rate
Item 8: Approval for Material Related Party Transactions
Transactions with Tandhan Power Technologies Private Limited (wholly owned subsidiary)
Maximum value: ₹500 crore per transaction during FY 2026-27
Valid for 1 year period
Transactions include sale/purchase/supply of goods/materials, leasing of property, availing/rendering services, borrowings/lending, inter-corporate deposits
Tandhan Power Technologies financials (2025-26): Turnover ₹0, Net Worth ₹1,733.796 million, Net Profit ₹-2.05 million
Credit rating: BBB-
Related parties required to abstain from voting
Item 9: Approval for Change of Company Name
Proposed change from "Shah Foods Limited" to "Tandhan Energies Limited"
Rationale: Transition to new line of business different from existing activities
Compliance with Regulation 45(1)(c) of SEBI LODR: Investment in new activity (Tandhan Power Technologies) represents 97.11% of total assets (₹173.58 crore out of ₹178.75 crore total assets)
Requires Central Government, ROC, and stock exchange approvals
Item 10: Approval for Shifting of Registered Office
From State of Gujarat to State of West Bengal
Rationale: Part of future business planning to expand operations in West Bengal
Requires Regional Director approval
Voting Arrangements
Remote e-voting period: 19th July 2026 (9:00 AM IST) to 17th August 2026 (5:00 PM IST)
Cut-off date: 10th July 2026
Scrutinizer: Mr. Mohan Ram Goenka, Practicing Company Secretaries
E-voting service provider: Bigshare Services Private Limited
Results declaration: Within 2 working days after voting conclusion (by 19th August 2026)
Physical ballot forms not being sent - electronic communication only
Company Financial Background
Factory closed since 30th June 2019 with no business transactions thereafter
Financial performance:
FY 2024: PBT ₹-0.22 million, PAT ₹-0.22 million
FY 2025: PBT ₹0.11 million, PAT ₹0.11 million
FY 2026: PBT ₹-0.21 million, PAT ₹-0.21 million
Current business: Manufacture of batteries and accumulators, primary cells and batteries
New business direction: Energy sector through investment in Tandhan Power Technologies
