Shah Foods Ltd

Meeting Details

• Meeting date: 16 October 2026; venue: Martin Burn Business Park, 18th Floor, Salt Lake, Kolkata.

Key Agenda Items

• Approve establishment of corporate office at Martin Burn Business Park, Kolkata.
• Approve opening of ICICI Bank designated account for warrant preferential issue; authorize officers to operate.
• Review compliance report for quarter ended 30 September 2026 under Reg 17(3) LODR.
• Note status of compliance post name-change; authorize completion of pending changes.

Other Notes

• No trading window closure periods disclosed.

Name change details

• Name changed from Shah Foods Limited to Tandhan Energies Limited, effective 28 September 2026.
• Fresh Certificate of Incorporation issued by ROC confirming the name change.
• CIN remains L27200GJ1982PLC005071; no CIN change disclosed.
• Company is required to display old name alongside new name for two years.
• Rights and liabilities of stakeholders remain unaffected by the name change.
• Compliances under Regulation 45 of listing regulations to be completed at the earliest.

Shah Foods Limited: Trading window closed from 01 October 2026 till 48 hours after the declaration of Unaudited Standalone and Consolidated Financial Results for the quarter and half year ending 30 September 2026.

Corrigendum context

• Corrigendum forms integral part of AGM Notice, modifying Explanatory Statement Items 3/4/9/17.
• Corrigendum circulated Sep 24, 2026; available on Shah Foods website.
• Inconsistencies between AGM Notice and Corrigendum will be resolved in favour of Corrigendum.

AGM resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Re-appoint Anuj Jalan as Director (Managing Director).
• Re-appoint Raj Kumar Jalan as Director.
• Increase authorised share capital to ₹25,50,00,000 and amend MOA accordingly.
• Issue up to 18,90,410 fully convertible warrants to promoters at ₹153 each.
• Each warrant entitles one equity share on exercise within 18 months.
• Appoint MR & Associates as Secretarial Auditor for five years.
• Remuneration to Secretarial Auditor up to ₹1,00,000 plus expenses.
• Note Monitoring Agency observations on proceeds; approve related party transactions with Tandhan Polyplast.
• Approve continuation of related party transactions on terms; no change to objects.
• Proposed warrant allottees: Anuj Jalan, Ankit Jalan, Daivik Jalan (promoters).
• Post-issue promoter holdings: Anuj Jalan ~19.21%, Ankit Jalan ~18.76%, Daivik Jalan ~7.90%.
• Relevant date for pricing: 31 August 2026.
• Valuation certificate from Jaymin Modi & Co. available on company site.

Executive Director resignation

• Manan Rajesh Patel resigned as Executive Director, effective close of business hours on 07 Sep 2026.
• Reason: completion of the open offer under SEBI Takeovers Regulations.
• Relieved from directorship and services effective 07 Sep 2026.
• No material reasons for resignation beyond those disclosed in the letter.

Transformation & Acquisition

• Shah Foods completed 100% acquisition of Tandhan Power on 27 March 2026.
• Tandhan Power became Shah Foods’ wholly owned subsidiary.
• FY2025-26 Tandhan Power revenue ₹173.95 crore; PBT ₹39.65 crore; PAT ₹28.88 crore.
• Consolidated FY25-26 reflects Tandhan Power from acquisition date; not a full-year entity.
• Main Objects amended to include batteries, UPS, solar energy solutions.

Financial Highlights

• Standalone revenue from operations ₹378.22 lakh; standalone net loss ₹20.52 lakh.
• Standalone earnings per share ₹−2.26 (basic/diluted).
• Consolidated revenue ₹885.25 lakh; consolidated PAT ₹328.99 lakh; consolidated EPS ₹1.41.
• Geography split: Domestic ₹56.85 lakh; Overseas ₹333.39 lakh.
• Standalone and consolidated cash and equivalents: ₹361.46 lakh and ₹3,015.02 lakh respectively.

Capital Structure & Capital Allocation

• Authorised share capital increased to ₹31 crore; multiple approvals in 2026.
• Paid-up equity capital rose to ₹23.315 crore after preferential issues.
• Convertible Warrants: up to 18.90 lakh warrants issued to promoters at ₹153 each.
• Warrants exercisable within 18 months; rights pari passu with existing equity on conversion.

Governance & Board Changes

• Board changes on 8 July 2026: Anuj Jalan MD; Raj Kumar Jalan Executive Director.
• Daivik Jalan appointed as Non-Executive; Pragati Goel, Shivam Gupta, Giri Raj Prasar as I/Non-Executive Directors.
• Vikash Agarwal appointed Chief Financial Officer; Vishal Jha appointed Company Secretary.
• Earlier resignations: Hemakshi Patel (MD), Manan Patel (ED) and several IBDs.

Risks, Outlook & Audit

• Company reports going concern risk due to standalone cash losses; Tandhan integration expected to improve outlook.
• Management expects Tandhan platform to accelerate revenue growth and profitability over time.
• FX and commodity price exposure mitigated; no hedging programs in place yet.
• Audits: Statutory auditor Keshri & Associates; Secretarial Auditor MR & Associates; internal auditors updated.

Subsidiaries & Related Parties

• Tandhan Power Technologies Private Limited (100%); Tandhan Impex FZE (100% via TPTPL); Tandhan Exim Private Limited (associate, 40.16%).
• Related-party observations: Monitoring Agency flagged transactions between TPTPL and Tandhan Polyplast totalling ₹11.20 crore.
• Object of preferential issue and related-party transactions reviewed; governance measures to address concerns.

Dividend, ESG & Compliance

• Dividends not declared due to accumulated losses.
• CSR不是 applicable; green initiative emphasizes paperless AGM and electronic communications.
• Q4 2024-25 results delayed; BSE fined ₹45,000 (waiver ₹11,800 paid).
• AGM scheduled for 30 Sept 2026 via VC/OAVM; e-voting and graphene governance framework in place.

Capital actions

• Authorized share capital increased to Rs 25.50 crore, subject to shareholder approval.
• Promoter group warrants up to 18,90,410 issued at Rs 153; subject to approvals.
• Warrants priced at Rs 153; convertible into equity within 18 months.
• Aggregate consideration up to Rs 28.92 crore.
• Post-issue promoter holdings: Ankit Jalan 19.21%, Anuj Jalan 18.76%, Daivik Jalan 7.90%.

Governance, AGM and disclosures

• Board Report for FY ended 31 March 2026 approved.
• Notice for the 44th AGM for FY 2025-26 approved.
• NSDL appointed for remote e-voting at AGM.
• MR & Associates appointed as Scrutinizer for AGM.
• MR & Associates appointed as Secretarial Auditor for 2026-31, subject to approval.
• Policies updated per Companies Act and SEBI LODR.
• AGM date fixed: 30 September 2025 via VC.
• Book closure: 24-30 September 2026.
• Record date fixed: 23 September 2026.
• Modification in objects/utilization of funds raised via preferential issue per EGM 06 Mar 2026.

Directors and regulatory matters

• Executive Director Manan Rajesh Patel resigned, effective 07 Sep 2026.
• Reason: completion of open offer under SEBI Takeovers Regulations.

Meeting Details

• Date: 07 Sep 2026; Location: Martin Burn Business Park, 18th Floor, Salt Lake, Bidhannagar, Kolkata.

Key Agenda Items

• Consider and approve fund-raising in one or more tranches through equity or other securities.
• Approve Board Report and annexures for FY ended 31 March 2026.
• Consider and approve Notice for the 44th AGM for FY 2025-26 and related matters.

Other Notes

• Trading window closed with immediate effect; reopens 48 hours after Board Meeting.