Sanmitra Commercial Ltd

Issue Overview

• Type: preferential issue comprising equity shares and fully convertible warrants.
• Total issue size disclosed; no undersubscription; swap portion not allocated to objects.
• Main use of proceeds: CAPEX for subsidiary, debt repayment, working capital, and general corporate purposes.

Utilisation of Proceeds

• Utilisation status: per MA, utilisation aligns with objects; related party transactions noted.
• Object A (CAPEX): funds partially utilised; end-quarter balance remained; ongoing expenditure.
• Object B: debt repayment — partially utilised; end-quarter balance remained; aligned with objective.
• Object C (Working capital): funds partially utilised; end-quarter balance remained; activity ongoing.
• Object D (GCP): funds partially utilised; end-quarter balance remained; no further deployment this quarter.
• Unutilised funds: GCP deployment Nil; other objects remain with balances.
• Reallocation: no material reallocation; no change in objects or financing.
• Warrants: converted and cash receipts portions noted; remaining warrants to be exercised.
• GCP status: Not Applicable; NIL funds were received.

Governance and Compliance

• Statutory approvals obtained; principal approval from BSE.
• RPT approvals: shareholders' approval obtained for Tandhan Polyplast Ltd; not at issuer level.
• Related party transactions total INR 14.92 crore; approvals at subsidiary level; issuer level lacking.
• Auditor confirmation: No deviation or variation in use of funds raised.
• Other: No additional material information.

GCP

• GCP: Not applicable; NIL funds in Q1 FY27.

Meeting Details

• Board meeting scheduled for 14 August 2026 at corporate office, Uluberia, Howrah-711303, West Bengal.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter ended 30 June 2026, with statutory limited review.
• Consider and approve any other business, if placed before the Board with the Chairman's permission.

Other Notes

• Trading window for insiders closed from 1 July 2026 till 48 hours after financial results declaration.

Issue Overview

• Type of issue: equity shares on preferential basis and promoter warrants.
• Total issue size reported; net proceeds not disclosed; deviation from objects noted.
• Main objectives: CAPEX for subsidiary, debt repayment by subsidiary, working capital, and general corporate purposes.

Utilisation of Proceeds

• CAPEX: funds allocated to finance CAPEX in the subsidiary.
• Debt repayment: funds used to repay debt of the subsidiary.
• Working capital: funds allocated to meet the subsidiary's working capital needs.
• General Corporate Purpose: funds allocated for GCP.
• Deviation: range of deviation from objects not ascertainable.
• Approvals: related party approvals obtained at the subsidiary level; issuer approvals not obtained.
• RPT exposure: transactions with related parties disclosed under utilisation context.

Governance and Compliance

• Material events: related party transactions disclosed; approvals mapped to subsidiary level.
• MA notes: report not audit-based; relies on issuer information.

GCP

• GCP object: allocation recognised for general corporate purposes.
• Board approvals: allocation approvals not explicitly stated.

Corrigendum to results

• Revised Audited Standalone and Consolidated results for Q4 and FY2026 issued.
• Consolidated cash flow statement submission in PDF/XBRL was inadvertent.
• Audited results now enclosed for record with unmodified auditor's opinion.
• Board approved revised results at meeting on 30 May 2026.

Internal auditor appointment

• Appointed M/s Baid & Gupta as Internal Auditor for FY2026-27.
• Annexure A provides appointment details per SEBI LODR Master Circular.

Auditor declaration

• Auditors Laxmikant Kabra & Co LLP issued unmodified opinion.

Acquisition and consolidation

• Acquisition: Tandhan Polyplast Limited 100% stake via share swap completed.
• Consolidated results now include Tandhan Polyplast from the year.

Consolidated financials context

• Consolidated financial results include subsidiary Tandhan Polyplast; comparatives not available.
• Consolidated results include standalone and consolidated statements with auditor reports.

Dematerialisation status

• Dematerialisation requests processed and confirmed to depositories during the period.
• Securities dematerialised are listed on the stock exchanges where the earlier securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within timelines.
• No exceptions, delays, or non-compliance reported.

Postal Ballot

• Postal Ballot via remote e-voting concluded on 24 May 2026.
• Nine resolutions were passed by requisite majority.
• Scrutinizer report was issued on 25 May 2026.

Appointments

• Approved appointment of Mr. Ankit Jalan as Chairman and Managing Director for three years.
• Approved appointment of Mrs. Prachi Jalan as Whole-Time Director for three years.
• Approved appointment of Mr. Daivik Jalan as Non-Independent Non-Executive Director for three years.
• Approved appointments of Mrs. Pragati Goel, Mr. Giri Raj Parashar, and Mr. Shivam Gupta as independent directors for five years.

Other Approvals

• Approved Section 185 authority for loans, guarantees, security, and related director authorisations.
• Approved material related party transaction with Tandhan Polyplast Limited.
• Approved revised certificate under Regulation 45(3) confirming Regulation 45(1) compliance.

Voting Outcome

• All resolutions were passed with requisite majority.
• Resolutions 1, 2, 3, and 7 received 100% votes in favour from eligible votes cast.
• Resolution 8 was passed as an ordinary resolution with 100% votes in favour.