Company Overview

Tandhan Industries Limited (formerly Sanmitra Commercial Limited, CIN: L22209MH1985PLC034963) is a BSE-listed company (Scrip Code: 512062) that underwent significant transformation in FY 2025-26 by acquiring Tandhan Polyplast Limited on 17th October 2025. This acquisition made Tandhan Polyplast a wholly-owned subsidiary and transformed the company's business into polymer products manufacturing, resulting in the first consolidated financial statements with ₹3,105.45 lakh goodwill recognition.

Financial Performance

Consolidated Results (FY26)

  • Revenue from operations: ₹9,685.24 lakh
  • Other income: ₹324.45 lakh (primarily interest income of ₹268.06 lakh)
  • Profit before tax: ₹1,255.94 lakh
  • Net profit: ₹1,084.13 lakh
  • Basic and diluted EPS: ₹4.67 per share (face value ₹10)
  • Total assets: ₹29,525.81 lakh
  • Cash and cash equivalents: ₹2,289.89 lakh

Standalone Results (FY26)

  • Revenue from operations: Nil
  • Other income: ₹13.77 lakh
  • Net loss: ₹19.83 lakh
  • Paid-up capital: ₹49.77 crore (increased from ₹1.10 crore in FY25)

Tandhan Polyplast Limited (Subsidiary)

  • Revenue from operations: ₹219.48 crore
  • Profit after tax: ₹26.98 crore
  • Installed capacity: ~20,844 MTPA for polymer products

Corporate Actions and Capital Structure

Acquisition and Capital Raising

  • Acquired 100% equity share capital of Tandhan Polyplast through share-swap arrangement and fresh equity subscription
  • Total investment in subsidiary: ₹116.76 crore
  • Issued and allotted 4,86,72,500 equity shares on 17 October 2025
  • 78,25,000 share warrants outstanding as of 31 March 2026
  • Repaid all debt, reducing debt-equity ratio from 0.15 to nil

42nd Annual General Meeting (30th September 2026)

Ordinary Business:

  • Adoption of Audited Standalone and Consolidated Financial Statements for FY 2025-26
  • Declaration of final dividend of ₹0.01 (0.1%) per equity share
  • Re-appointment of Mr. Ankit Jalan (DIN: 01835733) who retires by rotation

Special Business:

  • Increase authorized share capital from ₹60 crore to ₹65 crore
  • Approve related party transactions worth ₹14.92 crore involving subsidiary Tandhan Polyplast
  • Issue up to 63,99,720 fully convertible warrants at ₹81 per warrant to promoters (Anuj Jalan, Ankit Jalan, Daivik Jalan)

Related Party Transactions

  • Loans given to Tandhan Exim Private Limited: ₹4,184.50 lakh at 10% interest
  • Security deposits given to related parties: ₹1,000.00 lakh
  • Purchases from related parties: ₹101.22 lakh
  • Preferential issue proceeds utilization involving ₹14.92 crore in related party transactions

Regulatory Compliance and Governance

Auditors and Controls

  • Statutory Auditors: Laxmikant Kabra & Co. LLP (unqualified opinion, adequate internal financial controls)
  • Secretarial Auditor: Nuren Lodaya & Associates
  • Internal Auditor: Baid & Gupta
  • Share Transfer Agent: Purva Sharegistry India Pvt. Ltd.

Non-Compliance Issues

  • Fined ₹95,000 by BSE for delayed submission of Q1 FY26 results
  • Fined ₹12,000 by BSE for delayed submission of FY25 Annual Report
  • Structured Digital Database created beyond due date
  • Delayed submission of monitoring agency reports for Q3 and Q4 FY26

Risk Management

Financial Risks

  • Net debt to equity ratio: 0.39 (consolidated)
  • FCNR(B) borrowings of ₹3,992.37 lakh (USD 44,10,000) exposed to exchange rate fluctuations
  • 5% depreciation of INR would increase loss by approximately ₹199.62 lakh

Liquidity Profile

  • ₹3,394.69 lakh payable on demand
  • ₹6,201.47 lakh payable within 1 year
  • Adequate banking facilities and credit lines maintained

Important Dates and Voting

  • AGM: 30th September 2026 (Video Conferencing)
  • Record Date: 23rd September 2026
  • Register Closure: 24th-30th September 2026
  • Remote e-voting: 26th-29th September 2026
  • Dividend Payment: Within 30 days of approval
  • Scrutinizer: MR & Associates, Practicing Company Secretaries