Tandhan Industries512062Preferential allotment

Corrigendum to 42nd AGM Notice: revised disclosures on Rs. 51,83,77,320 promoter warrant issue

The company issued a corrigendum to its 42nd AGM Notice (AGM on 30th September 2026), amending Points 1, 3, 4, 17 and 24 of the explanatory statement for Item 6 — the preferential issue of convertible warrants to promoters.

By ScoutQuest · Thu 24 Sep 2026, 5:22 PM IST · 3 min read

Warrant Issue Size: up to 63,99,720 fully convertible warrants at Rs. 81/- each
Total Fundraise Amount: Rs. 51,83,77,320
Use of Proceeds: Fund capital expenditure of wholly owned subsidiary Tandhan Polyplast Limited within 12 months of each tranche
TPL FY2025-26 Financials: Turnover Rs. 21,947.90 lakhs; PAT Rs. 2,698.12 lakhs
Exercise Period: 18 months from allotment; 25% payable on allotment, 75% on exercise

What was shared

The company informed BSE of a Corrigendum to the Notice of its 42nd Annual General Meeting, which had been circulated on 8th September 2026. The corrigendum substitutes Points 1, 3, 4, 17 and 24 of the Explanatory Statement relating to Item Number 6 and forms an integral part of the AGM Notice; where the two differ, the corrigendum prevails. It is being published in newspapers and sent to all shareholders who received the original notice.

Item 6 — preferential issue of warrants

Item 6 seeks member approval by Special Resolution for issue on a preferential basis of up to 63,99,720 Fully Convertible Warrants of face value Rs. 10/- each at an issue price of Rs. 81/- per Warrant, each convertible into one equity share, aggregating Rs. 51,83,77,320.

25% of the warrant price payable on allotment, remaining 75% on exercise.
Exercise period: 18 months from allotment; unexercised warrants lapse and the 25% upfront amount stands forfeited.
Warrants and resultant shares are subject to lock-in under SEBI ICDR Regulations.
Relevant Date for pricing: 31st August 2026; shares are stated to be infrequently traded, so pricing follows Regulation 165.

Proposed allottees (promoter and promoter group)

Anuj Jalan — pre-preferential holding 1,38,84,087 shares; up to 23,99,895 warrants.
Ankit Jalan — pre-preferential holding 1,32,86,582 shares; up to 23,99,895 warrants.
Daivik Jalan — pre-preferential holding 15,00,000 shares; up to 15,99,930 warrants.

Use of proceeds, as revised

The entire Rs. 51,83,77,320 is earmarked for funding the capital expenditure requirements of Tandhan Polyplast Limited (TPL), the wholly owned subsidiary, through subscription to TPL's equity shares. Nil is retained at the listed company level. Funds are to be utilised within 12 months from receipt of each tranche, with allocation permitted to vary by ±10% per the BSE circular. Since the issue size does not exceed Rs. 100 crore, a monitoring agency under Regulation 162A(1) is stated as not applicable to this issue.

Subsidiary financials disclosed (Rs. lakhs)

Turnover: 21,947.90 (2025-26), 16,540.72 (2024-25), 13,139.18 (2023-24).
Net profit after tax: 2,698.12 (2025-26), 1,339.68 (2024-25), 846.38 (2023-24).

TPL, incorporated in 2018, manufactures and supplies polyethylene and PVC tarpaulins, canvas tarpaulins, cross-laminated sheets, woven polyester fabrics and other waterproofing materials.

Other revised points

Valuation done by Bhavesh M. Rathod, Chartered Accountant and Registered Valuer, with the report available on the company website.
A certificate from a Practising Company Secretary under Regulation 163(2) has been obtained.
Allotment is proposed only to persons belonging to the Promoter and Promoter Group; none of the proposed allottees is a body corporate incorporated in, or a national of, a country sharing a land border with India.

Other AGM business

The AGM is on Wednesday, 30th September 2026 at 11:30 AM via video conferencing. Other items include adoption of standalone and consolidated accounts for FY ended 31st March 2026, a dividend of Rs. 0.01/- (0.1%) per equity share of face value Rs. 10/-, re-appointment of Mr. Ankit Jalan, an increase in authorised share capital from Rs. 60,00,00,000 (6,00,00,000 shares) to Rs. 65,00,00,000 (6,50,00,000 shares), and a Special Resolution to approve/confirm related party transactions of TPL aggregating Rs. 14.92 crore — a security deposit of Rs. 7.50 crore to Jalan Sarees Private Limited, a trade advance of Rs. 3.12 crore to Tandhan Power Technologies Private Limited, and Rs. 4.30 crore to Tandhan Exim Private Limited for an industrial shed. That approval is sought in view of observations in the Monitoring Agency Report on applicability of the related party transaction framework at the listed-entity level, and the resolution states there has been no change, deviation or variation in the objects or end-use of the earlier preferential issue proceeds.

How to read it

Warrant conversion would add shares held by the promoter group, and existing shareholders' proportionate holding would change if the warrants are exercised. The corrigendum mainly adds detail on where the money will go and how the price was set.

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