Tahmar Enterprises Limited approved a material related party transaction limit of ₹500.00 crore during its 35th Annual General Meeting held on September 29, 2026. The meeting, conducted via video conferencing and other audio-visual means, also saw the adoption of audited financial statements for the fiscal year ended March 31, 2026.

The proceedings commenced at 4:00 pm and concluded at 4:20 pm. A total of 41 members participated in the meeting through digital platforms. The company offered remote e-voting facilities from September 26 to September 28, 2026, in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013.

Board participation and quorum

The meeting was chaired by Rajshekhar Cadakketh Rajasekhar Nair, Executive Director. The board members present included Sarita Sequeira (Managing Director), Sandeep Kumar Sahu, Kanika Kabra, and Meena Menghani (Independent Directors). Alkesh Patidar, Company Secretary and Compliance Officer, confirmed the presence of the requisite quorum.

M/s SSRV and Associates served as the statutory auditor, while M/s Brajesh Gupta & Company acted as the secretarial auditor and scrutinizer. The statutory and secretarial audit reports for FY26 contained no qualifications or adverse remarks, allowing them to be taken as read without being read out during the session.

Resolutions passed

The shareholders voted on three key items of business, all decided via e-voting. The ordinary business included the adoption of financial statements and the reappointment of Rajshekhar Cadakketh Rajasekhar Nair as a director liable to retire by rotation. The special business involved approving the material related party transaction limit.

Voting results and scrutiny

M/s Brajesh Gupta & Co., practicing company secretaries, were appointed as scrutinizers to ensure fair and transparent vote counting from both remote e-voting and live e-voting during the meeting. Members who did not cast their votes remotely were provided a 30-minute window post-meeting to vote. The final results, along with the scrutinizer's report, are scheduled to be declared within two working days and communicated to stock exchanges.

The scrutinizer's report dated October 1, 2026, confirmed that all resolutions passed with the requisite majority. For the special resolution regarding the ₹500 crore related party transaction limit, 99.97% of valid votes cast were in favor. Notably, votes amounting to 101,200,740 shares held by promoter shareholders were declared invalid for Resolutions 2 and 3, as they are interested parties in these matters under the Companies Act, 2013.

Tahmar Enterprises Limited received two unsolicited expressions of interest for the acquisition of its grain-based distillery undertaking in Kolhapur. The company’s board also approved entry into the manufacture of Indian Made Foreign Liquor (IMFL) and Maharashtra Made Liquor.

The meeting, held on September 21, 2026, addressed proposals for the sale of the distillery assets and certain immovable properties. The board resolved to consider the acquisition proposals only after receiving valuation reports from registered valuers.

Distillery Acquisition Proposals

The board took on record two expressions of interest received on September 8, 2026, for the acquisition of the distillery undertaking located at Village Bhadgaon, Taluka Gadhinglaj, District Kolhapur. The proposals are non-binding and subject to valuation.

The identity of the interested parties, proposed structures, and commercial terms have not been disclosed to avoid prejudicing the company’s interests. The board authorized Director C. R. Rajesh Nair to engage with the parties, negotiate indicative commercial terms, and obtain necessary clarifications.

Any definitive agreement requires prior board approval and member approval via special resolution under section 180(1)(a) of the Companies Act, 2013. The transaction is also subject to approvals from the company’s secured lender and State Excise authorities.

Related Party Transaction

Separately, the board recorded an expression of interest from Seebhal Distillery Private Limited, a related party, for the purchase of three immovable properties not part of the distillery undertaking. These include:

• Land at Village Shendri, Taluka Gadhinglaj, District Kolhapur
• Office premises at Patto Plaza, Panjim, Goa
• Leasehold industrial plot at Corlim Industrial Estate, Goa

The proposal has been referred to the Audit Committee for consideration and recommendation. Any transaction will require Audit Committee approval and, if material, member approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and section 188 of the Companies Act, 2013.

Valuation Process

The board resolved to determine the fair value of both the distillery undertaking and the three immovable properties. Registered valuers will be appointed by the Audit Committee under section 247 of the Companies Act, 2013.

Director C. R. Rajesh Nair was authorized to propose valuers for the distillery undertaking and settle engagement terms. For the immovable properties, the Audit Committee will directly identify and instruct the valuer, with no interested director participating in the appointment.

Interested parties will be invited to place an interest-free earnest money deposit as a condition for continued consideration. The deposit will be refunded if a party is not selected or if the company does not proceed with any transaction.

New Business Lines

The board approved the company’s entry into the manufacture of IMFL from grain-based spirit produced at its Kolhapur distillery. This activity will be carried out under the Potable Liquor Licence in Form PLL sanctioned by the Home Department, Government of Maharashtra.

Additionally, the company will manufacture Maharashtra Made Liquor, a sub-category of foreign liquor under Rule 3(6) of the Bombay Foreign Liquor Rules, 1963. No separate licence is required for this category.

The company also approved pursuing a licence in Form CL-1 for the manufacture of country liquor from grain-based spirit. This aims to utilize the licensed capacity across country liquor, IMFL, and Maharashtra Made Liquor.

Regulatory Context

The conditions prescribed for manufacturing Maharashtra Made Liquor are subject to Writ Petition No. 15506 of 2025 pending before the Bombay High Court. Tahmar Enterprises is an intervener in the proceedings. The company currently meets the prescribed conditions.

The Consent to Operate granted by the Maharashtra Pollution Control Board on January 5, 2026, permits the manufacture of IMFL, Maharashtra Made Liquor, and country liquor at the unit. No significant additional capital expenditure is envisaged beyond existing facilities.