Tandhan Industries Limited , formerly known as Sanmitra Commercial Limited, has formally disclosed comprehensive management changes under SEBI regulations following the completion of its board meeting held on February 27, 2026. The company submitted detailed disclosure documents to BSE Limited on February 28, 2026, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Disclosure and Compliance

The company filed formal disclosure documents with BSE Limited regarding the change in management pursuant to completion of the open offer process. The disclosure was made in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with all resignations taking effect from the close of business hours on February 28, 2026.

Board and Management Resignations

Six directors and two key managerial personnel submitted formal resignation letters, all citing the change in management following completion of the open offer process as the primary reason for their departure.

Open Offer Completion and New Promoters

The board formally recognized Ankit Jalan and Anuj Jalan as the new promoters of the company following the successful completion of their open offer process. The acquirers, along with persons acting in concert including Manju Jalan, Radhika Jalan, Prachi Jalan, Ritu Jalan, Divyanshi Jalan, and Daivik Jalan, completed the acquisition in accordance with SEBI regulations.

New Board Appointments

The Nomination and Remuneration Committee recommended several key appointments that were approved by the board:

Key Personnel Changes

The company also appointed new key managerial personnel to support the transformed leadership structure:

Corporate Infrastructure

The board approved the establishment of a new corporate office at Mouza Kashyabpur, J. L. No. 15, Kulgachia, Howrah-711303, West Bengal. All books of account, relevant papers, and financial statements will be prepared and maintained at this corporate office. The company maintains its registered address at 13, Prem Niwas 652, Dr. Ambedkar Road, Khar West, Mumbai, Maharashtra.

The comprehensive changes reflect the company's strategic transformation under new ownership, with all appointments subject to shareholder approval at the ensuing General Meeting. All resigning personnel confirmed that there were no material reasons for their resignation other than the management change following the open offer completion.

Sanmitra Commercial Limited, now known as Tandhan Industries Limited, has announced a substantial acquisition disclosure under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquisition involves promoter group members led by Ankit Jalan and several persons acting in concert (PACs), who have increased their collective stake in the company through an off-market share purchase.

Acquisition Details

The transaction involved the acquisition of 4,74,350 shares, representing 0.95% of the total share capital and 0.82% of the diluted share capital. The acquisition was completed on February 24, 2026, through an off-market sale conducted in accordance with a Share Purchase Agreement dated August 29, 2025.

Pre and Post-Acquisition Holdings

Before the acquisition, the promoter group collectively held 3,96,91,799 shares, representing 64.02% of total share capital and 68.91% of diluted share capital. Post-acquisition, their combined holding increased to 4,01,66,149 shares, representing 64.98% of total share capital and 69.74% of diluted share capital.

Individual Holdings Post-Acquisition

Company Capital Structure

The acquisition has resulted in changes to the company's capital structure. Prior to the transaction, the equity share capital stood at Rs. 1,10,00,000 divided into 11,00,000 equity shares of Rs. 10 each. Post-acquisition, the equity share capital increased significantly to Rs. 49,77,25,000 divided into 4,97,72,500 equity shares of Rs. 10 each.

The total diluted share capital, accounting for outstanding convertible securities and warrants, stands at Rs. 57,59,75,000 divided into 5,75,97,500 equity shares of Rs. 10 each. Notably, Divyanshi Jalan holds 78,25,000 warrants or convertible securities, representing 13.59% of the diluted share capital.

Regulatory Compliance

The disclosure has been made in compliance with Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company's shares are listed on BSE Limited, and all acquirers belong to the promoter/promoter group category. The filing was submitted by Ankit Jalan as the primary acquirer on behalf of the entire promoter group and persons acting in concert.