Tandhan Industries Ltd Directors Report

To, The Members of

Tandhan Industries Limited

(Formerly known as Sanmitra Commercial Limited)

Your Directors have pleasure in presenting Forty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2026.

Financial Highlights

(Amount in lakh)

Particulars	For the Year ended 31 st March, 2026	For the Year ended 31 st March, 2025
Revenue From Operations	-	-
Other Income	13.77	61.02
Profit / (Net Loss) before finance charges, Tax, Depreciation/Amortization (PBITDA	(19.26)	42.80
Less : Finance Charges	-	-
Profit/ (Net Loss) Before Providing for Depreciation and Tax	(19.26)	42.80
Less: Depreciation	-	(0.04)
Profit/(Loss) after Providing for Depreciation and before tax	(19.26)	42.76
Add / (Less) Provision for:
A) Deferred Tax	-	-
B) Income Tax	0.57	5.92
C) Tax in respect of earlier year	-	-
Profit/(Loss) after Taxation	(19.83)	36.84

The business activities of the Company resulted in Net loss for the year ended 31st March, 2026 is Rs. 19.83 Lakh as compared to previous year s Profit of 36.84 Lakhs.

State of Companys Affairs and Future Outlook:

During the financial year under review, the Company undertook significant strategic initiatives aimed at strengthening its long-term growth prospects and diversifying its business operations.

With a view to expanding its business activities and enabling diversification into new areas of business, the Company amended Clause III(A) of the Main Objects of its Memorandum of Association. The amendment provides the Company with the flexibility to pursue new business opportunities and carry on its operations more economically and efficiently.

In line with its growth strategy, the Company also raised funds through the issuance of securities for the stated objective of investing in new business activities. Any surplus funds available with the Company are proposed to be deployed towards such business activities, as considered appropriate by the Board from time to time.

Pursuant to the aforesaid strategic initiatives, your Company invested in Tandhan Polyplast Limited by acquiring 100% of its equity share capital, thereby making Tandhan Polyplast Limited a wholly owned subsidiary of your Company. The acquisition marks the Company s entry into a new business segment and is expected to strengthen its operational capabilities, diversify its revenue streams, and create long-term value for its stakeholders.

Going forward, the Company intends to leverage the capabilities and business potential of its wholly owned subsidiary while exploring additional opportunities aligned with its amended main objects. The Board remains focused on driving sustainable growth, improving operational efficiencies, creating enhanced value for shareholders and through prudent investments and strategic expansion initiatives.

Dividend

The Directors have recommended a dividend of Rs. 0.01/- Per Equity Share of Rs. 10/- each (Previous Year- Nil per Equity Share) for the year ended 31st March, 2026, subject to approval of the shareholders at the ensuing Annual General Meeting.

Deposits:

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. e lakhs only)

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

Transfers to Reserves:

In view of accumulated losses, the Company was not required to transfer any amount to the Reserves.

Share Capital

The paid-up equity capital as on March 31, 2025 was Rs. 1,10,00,000/-.

The Board at its meeting held on Friday, 17th October, 2025 approved to issue and allot 21,25,000 (Twenty-One Lakh Twenty-Five Thousand) equity shares of Face Value of Rs. 10/- each and at a premium of Rs. 5/- each on preferential basis ( Preferential Issue ) for consideration in cash to person forming part of the Non-Promoter Public Category.

Further, the Board at its meeting held on Friday, 17th October, 2025 approved to issue and allot 1,68,05,701 (One Crore Sixty-Eight Lakhs Five Thousand Seven Hundred and One ) equity shares of Face Value of Rs. 10/- each and at a premium of Rs. 30/- each on preferential basis ( Preferential Issue ) for consideration in cash to person forming part of the Non-Promoter Public Category.

Further, the Board at its meeting held on Friday, 17th October, 2025 approved to issue and allot 2,97,41,799 (Two Crore Ninety-Seven Lakh Forty-One Thousand Seven Hundred Ninety-Nine) equity shares of Face Value of Rs. 10/- each and at a premium of Rs. 5/- each on preferential basis ( Preferential Issue ) for consideration other than cash (i.e., swap of shares) to the shareholders of Selling Company persons forming part of the Non-Promoter Public category, in terms of the Share Purchase and Share Subscription Agreement dated 29th August 2025 ( Agreement ) executed between the Company, Tandhan Polyplast Limited (Selling Company) and its shareholders, the Company has acquired 100% (one hundred percent) of the issued, subscribed, and paid-up equity share capital of the Selling Company.

Therefore, after the aforesaid allotments the paid-up equity capital as on March 31, 2026 was Rs. 49,77,25,000/-.

The members of the Company at their meeting held on Wednesday, 24th September, 2025 approved to increase the Authorised Share Capital of the Company from Rs. 1,25,00,000/-(RupeesOnecroretwenty divided into 12,50,000 (Twelve lakhs Fifty thousand) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 60,00,00,000/- (Rupees Sixty crore) divided into 6,00,00,000 (Six crore) equity shares of Rs. 10/- (Rupees Ten only) each. Therefore, the Authorized Share Capital as on as on 31st March, 2026 was Rs. 60,00,00,000/-

The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

Details of Subsidiary/Joint Venture/Associates Company

As on March 31, 2026, the Company has a subsidiary: Tandhan Polyplast Limited as per the provision of Section 129(3) of the Companies Act, 2013, but does not have any Joint Venture and Associate Companies. Thus, disclosure in Form AOC-1 is annexed with this report as Annexure A.

The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report.

The highlights of performance of subsidiary i.e. Tandhan Polyplast Limited is given in Annexure B

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual Return for the Financial Year ended March 31, 2026 is available on the website of the Company at www.sanmitracommercial.com.

Material changes and commitment, if any, affecting the financial position of the have occurred Company which between the end of the financial year of the Company to which the financial statements relate and the date of the report:

There have been no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

The material changes and commitments, affecting the financial position of the company which have occurred during the financial year 2025-26 are stated as below:

Pursuant to the Share Purchase and Share Subscription Agreement ( SPSSA ) dated 29th August, 2025 other necessary documents between the Company, Tandhan Polyplast Limited (Selling Company) and the shareholders of Selling Company, wherein the Company had agreed to acquire 100% of the share capital of the Selling Company by consideration other than cash (i.e., swap of shares), the company had received the consideration and the Board of Director has made the following allotments:

1. Allotment of 2,97,41,799 (Two Crore Ninety-Seven Lakh Forty-One Thousand Seven Hundred Ninety-Nine) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 15/- (Rupees Fifteen Only) each on preferential basis ( Preferential Issue ) for consideration other than cash (i.e., swap of shares) to the shareholders of Selling Company persons forming part of the NonPromoter Public category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under.

2. Allotment of 21,25,000 (Twenty-One Lakh Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 15/- (Rupees Fifteen Only) each on preferential basis ( Preferential Issue ) for consideration in cash to person forming part of the Non-Promoter Public Category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under.

3. Allotment of 1,68,05,701 (One Crore Sixty-Eight Lakhs Five Thousand Seven Hundred and One Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 40/- (Rupees Forty Only) each on preferential basis ( Preferential Issue ) for consideration in cash to person forming part of the Non-Promoter Public Category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under.

4. Allotment of 78,25,000 (Seventy-Eight Lakh Twenty-Five Thousand) Convertible Warrants of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 15/- (Rupees Fifteen Only) each on preferential basis ( Preferential Issue ) for consideration in cash to person forming part of the Non-Promoter Public Category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under.

Change in the Nature of Business

During the Financial Year 2025-26 under review, the Company has changed its nature of business by expanding and modifying its main objects to undertake the business of manufacturing, buying, selling, dealing, importing, exporting, contracting, acting as factors, agents and suppliers of profile plastic, polyethylene, tarpaulins, moulded industrial articles, industrial components and articles, tarpaulin traps, tarpaulin rolls or their allied and auxiliary plastic products, extrusion process, and also making of polythene tarpaulin, canvas tarpaulin, Polyvinyl chloride ( vinyl ) tarpaulins and sinlyon, different sizes and types of materials handling a laminate of woven and sheet materials, PVC tarpaulin sheets, PVC tarpaulin rolls, woven polyester fabric, waterproofing, low density polyethylene and high density polyethylene, PVC tarpaulin sheets, PVC tarpaulin roll, manufacturing and trading of cross laminated sheets and other plastic products.

The aforesaid change in the nature of business was approved by the shareholders of the Company at their meeting held on Wednesday, 24th September, 2025 through the requisite resolution and the Memorandum of Association of the Company was amended accordingly. The management believes that the new line of business will enable diversification and the business would run economically and efficiently.

Number of Board Meetings

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2025-26 are provided in the Report on Corporate Governance forming part of this Annual Report as Annexure F . The number of meetings of Board/ Committees attended by each Director during the financial year 2025-26 are also provided in the Report on Corporate Governance.

During the Financial Year 2025-26, Ten (10) meetings of the Board of Directors of the company were held.

There have been no instances where the Board of Directors of the Company have not accepted the recommendations of Audit Committee or any other Committee

Details pertaining to shares in suspense account

There is no such shares in suspense account.

Quality initiatives

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management.

Independent Directors Meeting

The Independent Directors of the Company have held one separate meetings during the financial year 2025-26 on 1st January, 2026 details of which are also provided in the Report on Corporate Governance.

Particulars of Loan, Guarantees and Investments under Section 186

Complete details of Loan, Guarantee, Investment, Security covered under section 186 of The Companies Act, 2013 as disclosed in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, the Company had entered into certain contracts, arrangements and transactions with related parties in the ordinary course of business and on an arm s length basis. However, all such related party transactions entered into by the Company during the year were outside the ambit of Section 188 of the Companies Act, 2013 and were not material in accordance with the Company s Policy on Materiality of Related Party Transactions and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the provisions of Section 188 of the Companies Act, 2013 relating to approval and disclosure of related party transactions were not applicable to the transactions entered into by the Company during the financial year under review. Form AOC-2 is therefore not applicable to the Company. However, for the sake of completeness and transparency, the same is enclosed herewith as Annexure C to this Report.

The details of the related party transactions as required under IND AS- 24 are set out in notes to the Standalone financial statements forming part of this Annual Report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

As required under Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and the foreign exchange earnings and out go are NIL.

Internal Financial Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Company s operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

Your Company s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

Sr. Name	Designation	Date of Appointment	DIN/PAN	Date of Cessation
1. Mr. Ankit Jalan	Chairman & Managing Director	27/02/2026	01835733	-
2. Mrs. Prachi Jalan	Whole time Director	27/02/2026	10454972	-
3. Mr. Daivik Jalan	Non-Executive Director	27/02/2026	10808174	-
4. Mr. Giri Raj Parashar	Independent Director	27/02/2026	10491076	-
5. Mrs. Pragati Goel	Independent Director	27/02/2026	10447667	-
6. Mr. Shivam Gupta	Independent Director	27/02/2026	07690975	-
7. Mr. Pawan Kumar Agarwal	CFO	28/02/2026	ACJPA0565H	-
8. Ms. Priti Priya Singh	Company Secretary & Compliance Officer	28/02/2026	FIGPS5908J	-
9. Mr. Prakash Bhoorchand Shah	Non-Executive Non- Independent Director	12/12/2006	01136800	28/02/2026
10. Mrs. Suman Prakash Shah	Non-Executive Non- Independent Director	26/03/2015	01764668	28/02/2026
11. Mr. Prateek Gautam Chopra	Independent Director	30/12/2017	07303755	28/02/2026

Sr. Name	Designation	Date of Appointment	DIN/PAN	Date of Cessation
12. Mr. Himanshu Khatri	Independent Director	24/11/2020	08122263	28/02/2026
13. Mr. Deepak Pandit	Independent Director	19/08/2025	11235771	28/02/2026
14. Mr. Jenil Hitesh Chheda	Executive Director	19/08/2025	11249310	28/02/2026
15. Mrs. Jayshri Kishore Jain	CFO	29/03/2019	AFTPJ4271Q	27/02/2026
16. Mrs. Neha Kulkarni	Company Secretary	10/06/2021	BTFPK5729K	27/02/2026

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Ankit Jalan is liable to retire by rotation and being eligible offers himself for re-appointment.

Independent directors declaration

The Company has received Declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Regulations of the SEBI (LODR), Regulations, 2015.

Board Evaluation

An annual evaluation of the performances of the Board, its committees and that of the individual Directors was undertaken during the year on the basis of the criteria such as the composition, structure, functioning, effectiveness of the Board, the Committee Meetings, the contribution and preparedness of individual Directors to the Board and Committees etc. after seeking inputs from all the Directors. The Directors including Independent Directors and the Non Independent Directors have continued to contribute their inputs in the process of evaluation of the Directors. The Independent Directors and Nomination and Remuneration Committee members have continued to review the performance of all the Directors including the Chairman and the performance of the Board as a whole. The Board in turn with such inputs, have carried out annual evaluation of its own performance, its committees and individual Directors. The performance of non-independent Directors, the Chairman and the Board as a whole was evaluated by the Independent Directors in a separate Meeting held during the year. The Board members were satisfied with the evaluation process.

Employees relations:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

Particulars of Employees and Remuneration

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.

As on 31st March 2026, there were a total of 9 employees on the payroll of the Company.

It is affirmed that the remuneration is as remuneration policy of the company.

Committee of the Board

During the year, in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, currently the Board has three Committees to focus on specific areas and make decision within the authority delegated to each of the Committees. All decision and recommendations of the Committees are placed before the Board either for information or approval. The detail of Committee of the Board is as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The composition, scope and powers of the aforementioned Committees together with details of meeting held during the year under review are provided in the Report on Corporate Governance, forms part of this report.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is forming part of this Report as Annexure E .

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2026.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances. A detailed policy related to the Whistle Blower Vigil Mechanism is available at Company s website at www.sanmitracommercial.com.

Corporate Social Responsibility Initiatives:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employee have confirmed compliance with the Code.

Significant and material orders passed by the regulators or courts:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Risk management policy:

The Board has adopted Risk Management policy for ensuring the orderly and efficient conduct of itsbusiness, including adherence to company s policy, safeguarding of its assets, Prevention detection fraud and error etc.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The management takes due care of employees with respect to safeguard at workplace. Further, no complaints are reported by any employee pertaining to sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No Fraud reported / observed during the financial year 2025-26.

AUDITORS: a. Statutory Auditors

M/s. Laxmikant Kabra & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 117183W), were appointed as Statutory Auditors of the Company for their second term of five (5) years from the conclusion of the Annual General Meeting (AGM) of the Company held on on 29th September, 2022 till the conclusion of the AGM of the Company to be held in the year 2027 to examine and audit the accounts of the Company.

Qualification, reservation or adverse remark in the

Auditors Reports

The Report of M/s. Laxmikant Kabra & Co. LLP for the financial year 2025-26 do not contain any qualifications, observations or comments on the Financial transactions or matters which have any adverse effect on the functioning of the Company.

The Report of M/s. Laxmikant Kabra & Co. LLP for the financial year 2024-25 do not contain any qualifications, observations or comments on the Financial transactions or matters which have any adverse effect on the functioning of the Company.

The Report of M/s. Laxmikant Kabra & Co. LLP for the financial year 2023-24 do not contain any qualifications, observations or comments on the Financial transactions or matters which have any adverse effect on the functioning of the Company, however following observation made by the Auditor.

Key Audit Matter	How the matter was addressed in our Audit
The company has given unsecured loans and advances to various parties which is not the main object / core business activity of the company.	We have verified whether the same is recognized on the fair value and interest income is recognized on accrual basis. However, if the interest is not recoverable then management does not recognise the same.

b. Secretarial Auditor

M/s. Nuren Lodaya & Associates, Company Secretaries in Practice, were appointed as Secretarial Auditor of the Company for a period of 5 years from the conclusion of the Annual General Meeting (AGM) of the Company held on 2025 till the conclusion of the AGM of the Company to be held in the year 2030 to conduct Secretarial audit of the Company.

A Secretarial Audit of the Company was conducted for the financial year ended 31st March, 2026 by the Secretarial Auditor, M/s. Nuren Lodaya & Associates, Company Secretaries in Practice, Mumbai, in accordance with Provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (LODR), Regulations, 2015. The Secretarial Auditors Report is attached as Annexure G and forms part of this Report.

A Secretarial Audit of Tandhan Polyplast Limited, wholly owned Subsiadiary of the Company was conducted for the financial year ended 31st March, 2026 by its Secretarial Auditor, M/s. MR & Associates, Company Secretaries in Practice, Kolkata, in accordance with Provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (LODR), Regulations, 2015. The Secretarial Auditors Report is attached as Annexure H and forms part of this Report.

Qualification, reservation or adverse remark in the Secretarial Audit Report

The Report of M/s. Nuren Lodaya & Associates for the financial year 2025-26 do not contain any qualifications, but however made the following observations or comments in respect of compliance part:

Sr. No. Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary (PCS)	Management Response	Remarks
1 Structured Digital Database (SDD) created beyond due date in FY 2025-26 under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015	Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015	Non-compliance with the requirement of creating and maintaining Structured Digital Database within the prescribed timeline.	-	-	The Structured Digital Database (SDD) was not created or created beyond the due date as prescribed under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015 in the Software during FY 2025-26.	-	The Company created the Structured Digital Database (SDD) entry in the Software beyond the prescribed due date during FY 2025-26.	The Company has now ensured compliance and the SDD is being maintained as per the prescribed requirements.
2 Delay in submission of Financial Results for the quarter ended 30th June, 2025 under Regulation 33 of SEBI (LODR) Regulations, 2015	Regulation 33 of SEBI (LODR) Regulations, 2015	Non-compliance with the prescribed timeline for submission of Financial Results for the quarter ended 30th June, 2025. The due date for submission was 15th August, 2025; however, the Company declared the Financial Results on 5th September, 2025, resulting in a delay of 19 days.	BSE Limited	Fine	Violation of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Delay in submission of Financial Results for the quarter ended 30th June, 2025. The due date was 15th August, 2025; however, the Company declared the Financial Results on 5th September, 2025, with a delay of 19 days. Fine of INR 95,000/- (exclusive of GST) imposed by BSE Limited.	INR 95,000/-	The Company has received a fine of INR 95,000/- (exclusive of GST) from BSE Limited for delay in submission of Financial Results for the quarter ended 30th June, 2025. The due date was 15th August, 2025; however, the Company declared the results on 5th September, 2025, with a delay of 19 days.	The Management confirms that the violation was inadvertent and not deliberate. The Company has paid the fine imposed by BSE Limited. The Management has since put in place a robust compliance mechanism to ensure timely adherence to all regulatory requirements and to prevent recurrence of such violations in the future.	Fine paid

Sr. No. Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary (PCS)	Management Response	Remarks
3 Delay in submission of Annual Report for the financial year ended 31st March, 2025 under Regulation 34 of SEBI (LODR) Regulations, 2015	Regulation 34 of SEBI (LODR) Regulations, 2015	Non-compliance with the prescribed timeline for submission of Annual Report for the financial year ended 31st March, 2025. The Annual Report was required to be submitted by 2nd September, 2025; however, it was published on the Stock Exchange on 8th September, 2025, with a delay of 6 days.	BSE Limited	Fine	Violation of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Delay in submission of Annual Report for the financial year ended 31st March, 2025. The Annual Report was required to be submitted by 2nd September, 2025; however, it was published on the Stock Exchange on 8th September, 2025, with a delay of 6 days. Fine of INR 12,000/- (exclusive of GST) imposed by BSE Limited.	INR 12,000/-	The Company has received a fine of INR 12,000/- (exclusive of GST) from BSE Limited for delay in submission of Annual Report for the financial year ended 31st March, 2025. The Annual Report was required to be submitted by 2nd September, 2025; however, it was published on the Stock Exchange on 8th September, 2025, with a delay of 6 days.	The Management confirms that the violation was inadvertent and not deliberate. The Company has paid the fine imposed by BSE Limited. The Management has since put in place a robust compliance mechanism to ensure timely adherence to all regulatory requirements and to prevent recurrence of such violations in the future.	Fine paid

Sr. No. Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary (PCS)	Management Response	Remarks
4 Submission of Monitoring Agency Report to the Stock Exchange on a quarterly basis in respect of utilisation of issue proceeds.	Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Monitoring Agency Report for the quarter ended 31st March, 2025 (Q3 FY 2025-26) has not been submitted to the Stock Exchange within the stipulated timeline	-		The Company was required to submit the Monitoring Agency Report for Q3 FY 2025- 26 to the Stock Exchange pursuant to Regulation 32(6) of the SEBI LODR Regulations, 2015. As on the date of this report, the said Monitoring Agency Report has not been submitted, resulting in a procedural non- compliance.		The Practicing Company Secretary has observed that the Company has not complied with the requirement of submission of the Monitoring Agency Report for Q3 FY 2025-26 as required under Regulation 32(6) of the SEBI LODR Regulations, 2015. The Company is advised to submit the same at the earliest to avoid any penal action by SEBI / Stock Exchange	The Company is in the process of obtaining the Monitoring Agency Report and shall submit the same to the Stock Exchange at the earliest

The Report of M/s. Pooja Gandhi & Co. for the financial year 2023-24, 2024-25 do not contain any qualifications, observations or comments in respect of the Compliance part which have any adverse effect on the functioning of the Company.

c. Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to the company.

d. Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Baid & Gupta (Firm Registration No: 326532E) is appointed by the Board of Directors to conduct internal audit reviews for the Company for the financial year 2026-2027.

Stock Exchange

The Company s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2025-26 has been paid.

Secretarial Standards of ICSI:

The Company has complied with the applicable Secretarial Standards as amended from time to time.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

There are no such applications made nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 during the year.

The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

The company has not entered into any one-time settlement proposal with any Bank or Financial Institutions during the year under report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

The directors had selected such accounting policies and applied them and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026.

b) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

c) The directors had prepared the annual accounts on a going concern basis;

d) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

e) The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

The Directors wish to place on record their appreciation of the devoted services rendered by all the employees of the Company and sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

Tandhan Industries Limited

(Formerly known as Sanmitra Commercial Limited)

	Sd/-	Sd/-
	Mr. Ankit Jalan	Mrs. Prachi Jalan
Place: Howrah	Managing Director	Whole time Director
Date: 07.09.2026	DIN: 01835733	DIN: 10454972