Sanmitra Commercial Ltd

Tandhan Industries Limited closes trading window from 1 October 2026 until completion of 48 hours after the declaration of Unaudited Standalone and Consolidated Financial Results for the quarter and half year ending 30 September 2026

AGM context

• Corrigendum issued 24 Sep 2026 to the 42nd AGM Notice.
• 42nd AGM scheduled for 30 Sep 2026, via VC/OAVM.
• Meeting type: AGM; issuer Tandhan Industries Limited.

Financials & dividend

• Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Dividend of Rs 0.01 per equity share for FY2025-26.

Director appointment

• Re-appointment of Ankit Jalan (DIN: 01835733) retiring by rotation.

Capital structure

• Increase in Authorised Share Capital from Rs 60,00,00,000 to Rs 65,00,00,000; MOA amended.

Preferential issue & pricing

• Authorisation to issue up to 63,99,720 Fully Convertible Warrants at Rs 81 each.
• Each Warrant entitles one Equity Share; 18-month exercise window.
• Proposed allottees: Anuj Jalan, Ankit Jalan, Daivik Jalan (Promoters).
• Post-issue promoter holding projected at ~69-70%.

Use of proceeds & pricing details

• Funds to be deployed to funding Tandhan Polyplast Limited capital expenditure.
• Relevant date for price determination: 31 August 2026.
• 25% upfront, 75% on exercise; 100% dematerialised; listing planned.

Related party transactions

• TPL-related party transactions approved aggregating ₹14.92 crore.
• Breakdown: Jalan Sarees deposit ₹7.50 crore; Tandhan Tech ₹3.12 crore; Tandhan Exim ₹4.30 crore.

Governance remarks

• Approval sought at listed-entity level per regulatory guidance as precaution.
• Corrigendum forms integral part of AGM Notice; Item 6 explanatory details updated.

Financial performance

• Consolidated revenue: 9,685.24 lakhs for FY2026.
• Consolidated PAT: 1,084.13 lakhs.
• PBT: 1,255.94 lakhs; tax 301.00 current, 129.19 deferred.
• EPS: 4.67 Rs for FY2026.
• Proposed dividend: Rs 0.01 per share; record date 23 Sep 2026.

Acquisition and subsidiary

• Acquired Tandhan Polyplast; control gained 17 Oct 2025; 100% subsidiary.
• TPL turnover 219.48 crore; PAT 26.98 crore; PBT 34.98 crore.
• Consolidated results include TPL from Oct 17, 2025.
• TPL designated as material unlisted subsidiary from FY2026-27.

Operations and capacity

• TPL installed capacity: 20,844 MTPA.
• Product portfolio: multilayer tarpaulins and allied polymer products.
• Single operating segment; geography drives results.

Geography and product

• Domestic revenue: 9,606.41 lakhs; exports: 78.83 lakhs.
• Total revenue: 9,685.24 lakhs; end-markets include agriculture, protective, water, industrial.

Capital structure and liquidity

• Equity capital now 4,977.25 lakhs; 49,772,500 shares.
• Consolidated equity: 17,405.46 lakhs; net debt: 6,822.34 lakhs; debt/equity 0.39x.
• borrowings total: 9,112.23 lakhs; cash: 2,289.89 lakhs.
• Preferential issue: up to 63.99 lakh warrants at Rs 81; upfront Rs 293.44 lakh.

Governance and board

• Board reconstituted Feb 27, 2026; Ankit Jalan MD.
• Prachi Jalan appointed Whole-time Director; Daivik Jalan appointed NED.
• Independent directors Parashar, Goel, Gupta appointed; Chopra, Khatri resigned.
• Name change to Tandhan Industries; registered office moved to West Bengal.

Audit and controls

• Statutory auditor: Laxmikant Kabra & Co LLP; Secretarial: Nuren Lodaya.
• Q1 FY2025 penalty: Rs 95,000; annual report delay: Rs 12,000; both paid.
• Monitoring Agency reports filed for preferential issue.

Risks and outlook

• Raw material price volatility; margin pressure risk.
• Currency risk from FCNR borrowings; 5% rupee moves approx. ₹199.6 lakh.
• Regulatory and execution risk on integration and growth.

Other disclosures

• TPL is 100% owned; 17 Oct 2025 control date.
• Warrants: up to 63.99 lakh; 18-month exercise window; Rs 81 per share.
• No material related party transactions beyond ordinary course; related party policy published.

AGM Details

• AGM on 30 September 2026 at 11:30 IST, via VC/OAVM.
• Record/Book closure: 24 Sep 2026 to 30 Sep 2026; cut-off date 23 Sep 2026.
• Remote e-voting window: 26 Sep 2026, 9:00 AM to 29 Sep 2026, 5:00 PM.
• Deemed venue: Registered Office.

Ordinary Resolutions

• Adopt standalone financial statements for FY 2025-26.
• Adopt consolidated financial statements for FY 2025-26.
• Declare dividend of Rs 0.01 per equity share for FY 2025-26.
• Re-appoint Ankit Jalan on rotation.

Special Resolutions

• Increase Authorised Share Capital to Rs 65 crore and amend MOA.
• Approve related party transactions by Tandhan Polyplast Limited using preferential issue proceeds.
• Approve preferential issue of up to 63,99,720 fully convertible warrants to promoters.

Material Related Party Transactions

• RPTs aggregating ₹14.92 crore with Jalan Sarees Pvt Ltd, Tandhan Power Technologies, Tandhan Exim.

AGM and book closure details

• 42nd AGM scheduled for 30 September 2026 at 11:30 IST via VC/OAVM.
• Book closure from 24 September 2026 to 30 September 2026, both days inclusive.
• Cut-off date for voting: 23 September 2026.
• Record date fixed at 23 September 2026 for entitlement to the final dividend.
• Final dividend proposed: Rs 0.01 per equity share on face value Rs 10.
• Dividend payable if approved, within 30 days from AGM approval.
• Security type: equity shares.
• Subject to shareholder approval at the AGM.

Board Meeting Outcomes

• Increased authorised capital from ₹60 cr to ₹65 cr, subject to shareholder approval.
• Issuance of up to 63,99,720 warrants at ₹81 each to promoter group, subject to approvals.
• Opening a new bank account for receipt of application money for the preferential issue.
• Dividend proposed of ₹0.01 per equity share for FY2025-26, subject to AGM approval.
• Board Report for FY2025-2026 approved/adopted with annexures.
• Draft Notice for 42nd AGM approved; matters related thereto.
• 42nd AGM fixed for 30 Sept 2025 at 11:30 AM via VC/OAVM.
• Book Closure from 24 Sep 2026 to 30 Sep 2026; Record date 23 Sep 2026.
• Appointed M/s MR & Associates as Scrutinizer for AGM voting.
• Modification in objects/utilisation of funds raised via Preferential Issue per EGM Notice.

Warrant and Shareholding Details

• Post-issue allottees: Anuj Jalan, Ankit Jalan, Daivik Jalan; post-issue holdings 28.99%, 27.93%, 5.52%.
• Warrants convertible into equity at ₹81 within 18 months; 25% upfront, 75% on exercise.
• Aggregate consideration up to ₹51.83 crore for the warrants.
• Total number of warrants proposed: up to 63,99,720.
• Promoter group to receive up to 23,99,895 shares each for Anuj/Ankit; 15,99,930 for Daivik.

Capital and Preferential Issue

• Authorized share capital increased from Rs 60 crore to Rs 65 crore, subject to approval.
• Up to 63,99,720 fully convertible warrants issued to Promoter/Promoter Group at ₹80 each.
• Aggregate consideration up to ₹51.20 crore; warrants convertible within 18 months from allotment.
• Warrants exercisable into equal equity shares; 25% upfront, 75% on exercise.
• Approval contingent on shareholder and stock exchange approvals.
• New bank account opened for receipt of application money for the preferential issue.
• Modification in objects/utilization of funds raised via preferential issue per EGM notice.

Dividend & Reporting

• Dividend proposed: ₹0.01 per equity share for FY 2025-26, subject to shareholders' approval.

AGM & Governance

• Board adopted FY 2025-2026 Board Report with annexures.
• Draft Notice for 42nd AGM; date fixed 30 Sept 2025 (as per notice).
• Record date fixed at 23 Sept 2026; Book closure 24–30 Sept 2026.
• Scrutinizer appointed: M/s MR & Associates.

Shareholding & Annexure I

• Post-issuance holdings: Anuj Jalan 28.99%; Ankit Jalan 27.93%; Daivik Jalan 5.52%.
• Warrants: up to 63,99,720; price ₹80 per warrant.
• Conversion: equal equity shares; 18 months from allotment.
• Upfront payment: 25%; balance on exercise.
• Aggregate value: up to ₹51.20 crore.