Tandhan Industries Limited has issued a corrigendum to the notice of its 42nd Annual General Meeting, clarifying details regarding a proposed preferential issue worth ₹51.84 crore. The funds are intended to support capital expenditure at its wholly owned subsidiary, Tandhan Polyplast Limited.

The corrigendum was published in newspapers on September 25, 2026, following the initial AGM notice circulated on September 5, 2026. The AGM is scheduled for September 30, 2026, via video conferencing. This update specifically amends points related to the objects of the issue, pricing basis, and allotment class under Item Number 6 of the agenda.

Funding allocation and subsidiary performance

The entire issue proceeds will be routed through the listed entity to Tandhan Polyplast Limited (TPL). The company stated that this structure facilitates centralized governance and efficient capital allocation within the group. TPL is engaged in manufacturing plastic and polymer-based products, including polyethylene and PVC tarpaulins.

The corrigendum disclosed the financial trajectory of the subsidiary over the last three fiscal years, highlighting significant growth in both turnover and profitability.

Pricing and allotment details

The equity shares underlying the warrants are priced at ₹1 per share, determined in accordance with Regulation 165 of the SEBI (ICDR) Regulations, 2018. This pricing reflects the fact that the company's shares are infrequently traded. The relevant date for price determination was August 31, 2026.

The preferential allotment is proposed exclusively to persons belonging to the Promoter and Promoter Group. The company confirmed that none of the proposed allottees are from countries sharing a land border with India.

What the numbers show

The data reveals a strong correlation between the subsidiary's operational scale and its bottom-line efficiency. While turnover grew by approximately 32% from FY25 to FY26, net profit after tax more than doubled, rising by roughly 101% during the same period. This divergence suggests that the incremental revenue generated by TPL is converting into profit at a significantly higher margin than previous years, potentially due to operating leverage or improved cost efficiencies in the polymer manufacturing segment.

Additionally, the aggregate size of the issue is below ₹100 crore, which exempts the company from appointing a monitoring agency under SEBI regulations. The funds are earmarked for utilization within 12 months of receipt.

Tandhan Industries has scheduled its 42nd Annual General Meeting for September 30, 2026, seeking shareholder approval for a preferential issue of fully convertible warrants (FCWs) and the ratification of related-party transactions. The company also confirmed the record date for its proposed final dividend of ₹0.01 per equity share for FY26.

The board notified BSE Limited of the meeting details in a filing dated September 8, 2026. The AGM will be conducted via video conferencing or other audio-visual means in compliance with Ministry of Corporate Affairs and SEBI circulars. Remote e-voting through NSDL commences on September 26, 2026, at 9:00 am and ends on September 29, 2026, at 5:00 pm.

Preferential Issue Details Revised

The board previously authorized the issuance of up to 63,99,720 Fully Convertible Warrants (FCWs) with a face value of ₹10 each. The revised issue price is set at ₹81 per warrant, resulting in an aggregate consideration of up to ₹51.84 crore. These instruments are being allotted to persons belonging to the Promoter and Promoter Group category under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Each warrant converts into one equity share of face value ₹10 at a conversion price of ₹81. Conversion must occur within 18 months from allotment. If unconverted, the warrants lapse and the amount is forfeited. Investors must pay 25% of the price at allotment and the remaining 75% upon exercise.

Allotment Structure

The warrants are allocated among three promoter entities. Post-conversion, the total diluted paid-up capital will reflect these holdings.

Related Party Transactions Ratification

The meeting will also address a special resolution to approve and confirm related-party transactions undertaken by wholly-owned subsidiary Tandhan Polyplast Limited (TPL), aggregating to ₹14.92 crore. These transactions involve the utilization of funds deployed in TPL from the proceeds of the company's earlier preferential issue.

The Monitoring Agency, Infomercis Valuation and Rating Limited, observed that while there was no deviation from the approved objects of the preferential issue, certain transactions required listed-entity level approval. The transactions include:

• Security deposit of ₹7.50 crore paid to Jalan Sarees Private Limited for lease of land and building used for TPL's factory premises.
• Trade advance of ₹3.12 crore paid to Tandhan Power Technologies Private Limited towards procurement of resins.
• Payments of ₹4.30 crore made to Tandhan Exim Private Limited towards construction of an industrial shed for TPL.

The statutory auditor has certified no deviation or variation in the use of funds raised. The board states these actions are measures of abundant caution and good corporate governance.

Capital and Dividend Updates

The authorized share capital increases from ₹60 crore to ₹65 crore, divided into 6.5 crore equity shares of ₹10 each. This requires shareholder approval. The board also adopted the board report and annexures for FY26.

For the financial year ended March 31, 2026, the directors recommended a dividend of ₹0.01 per equity share. This recommendation is pending member approval at the Annual General Meeting. If approved, payment will be made within 30 days subject to tax deduction at source.

AGM and Record Dates

The 42nd Annual General Meeting is scheduled for September 30, 2026, at 11:30 am via video conferencing. The book closure period runs from September 24 to September 30, 2026. The record date for voting eligibility is fixed at September 23, 2026. M/s. MR & Associates has been appointed as the scrutinizer for the e-voting process. Mr. Ankit Jalan retires by rotation and offers himself for re-appointment.