TANDHAN INDUSTRIES LIMITED

Meeting Details

The 42nd Annual General Meeting will be held on Wednesday, 30th September 2026 at 11.30 AM (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility.

Record Date and Share Transfer Book Closure

The Register of Beneficial Owners, Register of Members and Share Transfer Books will remain closed from Thursday, 24th September 2026 to Wednesday, 30th September 2026 (both days inclusive). The cut-off date for determining members eligible to vote is Wednesday, 23rd September 2026.

Voting Arrangements

Remote e-voting period commences on Saturday, 26th September 2026 at 9:00 AM and ends on Tuesday, 29th September 2026 at 5:00 PM. The company has engaged NSDL for providing remote e-voting facility.

ORDINARY BUSINESS

Item 1(a): Adoption of Audited Standalone Financial Statements

To receive, consider and adopt the Audited Standalone Financial Statement as at 31st March 2026, including Statement of Profit & Loss Account and Cash Flow Statements for FY 2025-26, together with Reports of Board of Directors and Auditors.

Item 1(b): Adoption of Audited Consolidated Financial Statements

To receive, consider and adopt the Audited Consolidated Financial Statement as at 31st March 2026, including Statement of Profit & Loss Account and Cash Flow Statements for FY 2025-26, together with Auditors' report.

Item 2: Declaration of Dividend

To declare a dividend of ₹0.01 (0.1%) per equity share of face value ₹10 each for FY 2025-26, payable to eligible shareholders on record date Wednesday, 23rd September 2026. Dividend amount to be distributed out of profits for year ended 31st March 2026.

Item 3: Re-appointment of Director

To re-appoint Mr. Ankit Jalan (DIN: 01835733) who retires by rotation and is eligible for re-appointment.

SPECIAL BUSINESS

Item 4: Increase in Authorised Share Capital (Ordinary Resolution)

To increase Authorised Share Capital from ₹60,00,00,000 (6,00,00,000 equity shares of ₹10 each) to ₹65,00,00,000 (6,50,00,000 equity shares of ₹10 each). Requires consequent alteration of Clause V of Memorandum of Association.

Item 5: Approval of Related Party Transactions (Special Resolution)

To approve and confirm related party transactions undertaken by wholly owned subsidiary Tandhan Polyplast Limited involving utilization of ₹14.92 crore from preferential issue proceeds:

  • ₹7.50 crore security deposit paid to Jalan Sarees Private Limited for lease of land and building
  • ₹3.12 crore trade advance paid to Tandhan Power Technologies Private Limited for resin procurement
  • ₹4.30 crore payments to Tandhan Exim Private Limited for construction of industrial shed

The Monitoring Agency (Infomerics Valuation and Rating Limited) observed these transactions require listed-entity level approval under related party transaction framework. Statutory Auditor certified "no deviation/variation in use of funds raised." The transactions were undertaken towards business requirements of TPL within approved objects of preferential issue.

Item 6: Preferential Issue of Convertible Warrants (Special Resolution)

To issue up to 63,99,720 Fully Convertible Warrants of face value ₹10 each at issue price of ₹81 per warrant to promoters, aggregating ₹51,83,77,320.

Proposed Allottees and Allocation:

  • Anuj Jalan: 23,99,895 warrants (current holding: 1,38,84,087 shares)
  • Ankit Jalan: 23,99,895 warrants (current holding: 1,32,86,582 shares)
  • Daivik Jalan: 15,99,930 warrants (current holding: 15,00,000 shares)

Key Terms:

  • Each warrant convertible to 1 equity share within 18 months from allotment
  • 25% of warrant price payable upfront, 75% payable at conversion
  • Relevant date for pricing: 31st August 2026
  • Warrants and resultant shares subject to lock-in as per SEBI ICDR Regulations
  • Valuation by Bhavesh M. Rathod, Chartered Accountant and Registered Valuer

Utilization of Proceeds: ₹51,83,77,320 entirely for funding capital expenditure requirements of wholly owned subsidiary Tandhan Polyplast Limited.

Shareholding Pattern Impact:

Promoter holding will increase from 65.06% (3,23,82,249 shares) to 69.04% (3,87,81,969 shares) post full conversion.

Dividend Payment Details

If dividend is approved, payment will be made within 30 days from declaration:

  • To beneficial owners in electronic form as per depository data as of 23rd September 2026
  • To physical shareholders after processing valid transmission/transposition requests
  • TDS will be applicable as per Income Tax Act, 2025 provisions

Electronic Voting Instructions

Detailed instructions provided for remote e-voting through NSDL system for both demat and physical shareholders. Members can also vote during AGM through e-voting system.

Documents Availability

Annual Report, AGM Notice and relevant documents available on company website: www.sanmitracommercial.com

Compliance Officer

Priti Priya Singh, Company Secretary & Compliance Officer (Membership No: A54260)