Integrated Industries Ltd

AGM details

• Date and time: 30 September 2026 at 01:00 PM (IST).
• Mode: Video Conferencing / DAVM; deemed venue at registered office.
• 37 members attended; quorum satisfied.
• Remote e-voting window: 27–29 September 2026; Instapoll available.

Key resolutions

• Ordinary: Adopt standalone financial statements for the year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for the year ended 31 March 2026.
• Ordinary: Re-appoint director retiring by rotation (Sanidhya Garg).

Nurture Well Industries Limited trading window closure from October 1, 2026 till 48 hours after the declaration of standalone and consolidated financial results for the quarter ending September 30, 2026

Financial snapshot

• Consolidated total income ₹1028.26 cr in FY2025-26, up from ₹769.35 cr.
• Standalone total income ₹8.64 cr in FY2025-26, down from ₹67.84 cr.
• Consolidated PAT ₹84.53 cr; basic EPS ₹3.40.
• Standalone PAT ₹4.94 cr; basic EPS ₹0.20.
• Consolidated revenue from operations ₹1025.25 cr; India ₹130.28 cr, Overseas ₹894.97 cr.
• Authorized share capital ₹30 cr; paid-up equity ₹23.28 cr.
• Dividend not declared for FY2025-26.
• 40th AGM scheduled for 30 Sep 2026 via VC/OAVM; remote voting Sept 27-29, cutoff Sept 23.

Strategy & operations

• Company renamed to Nurture Well Industries Limited in Jan 2026.
• Core focus shifted to organic and inorganic foods, bakery products, and processed foods.
• Nurture Well Foods Limited (NWFL) is a material subsidiary; NW LLC is a step-down subsidiary.
• NWFL turnover ₹131.02 cr; NWFL PAT ₹6.80 cr (context from related disclosures).
• Convertible warrants: 4,06,00,000 issued on 24 Feb 2026; 25% paid, 75% due later.
• Variation in use of preferential issue funds: working capital ₹86.02 cr kept unutilised; deployed toward trading needs.
• Monitoring agency Brickworks Ratings India Pvt Ltd; reports filed on utilization.

Capital structure & liquidity

• Paid-up capital ₹23.28 cr; total equity ₹304.24 cr consolidated.
• Borrowings: Axis Bank car loan ₹0.95 cr; IPC ₹14.01 cr; total non-current borrowings ₹14.78 cr.
• Current borrowings ₹0.25 cr; Union Bank CC facility for NWFL ₹25 cr (secured).
• NWFL CC facility backed by stock, book debts, and director guarantees.
• Promoter holding ~53.81% as of 31 Mar 2026; top holders include Saurabh Goyal and Sanidhya Garg.
• 11% of shares are dematerialised as at 31 Mar 2026.

Related party transactions

• Material related party transactions with NWFL (subsidiary) approved; aggregate operational limit ₹150 cr.
• Aggregate financial assistance to NWFL up to ₹300 cr outstanding at any time.
• Audit Committee reviewed and recommended related party transactions; board approval obtained.
• NWFL turnover ₹131.02 cr; NWFL standalone PAT ₹6.80 cr referenced in Annexures.
• Loans from NWFL to the group and reciprocal arrangements are disclosed in notes and AOC-2.

Subsidiaries & group structure

• NWFL, India; 80% owned by parent; material subsidiary.
• Nurture Well LLC, USA; 100% subsidiary; turnover ₹??? in USD context; referenced in disclosures.
• Consolidated group turnover: NWFL ₹1025.99 cr; NW LLC ₹894.97 cr.
• Form AOC-1 shows NWFL and NW LLC as primary subsidiaries; no associates or joint ventures.

Governance & controls

• Board: 6 directors; 3 Independent Directors; MD is Saurabh Goyal; new director Sanidhya Garg.
• Independent Directors meeting held on 28 May 2025; compliance with Schedule IV.
• Statutory, secretarial, and internal auditors engaged; no material audit weaknesses reported.
• Remuneration policy aligned with NRC; MD and ED remuneration disclosed; not excessive per policy.
• CSR not applicable; BRSR not applicable given market cap status.

AGM & regulatory disclosures

• 40th AGM on 30 Sep 2026 via VC/OAVM; cutoff date 23 Sep 2026; NSDL for e-voting.
• Remote e-voting window from 27 Sep to 29 Sep 2026; contingencies for corporate actions noted.
• Audit reports, secretarial reports, and compliance certificates annexed; no material adverse qualifications.
• Web links provided for access to governance policies, familiarisation programs, and related party policy.

Outlook & risks

• Global biscuits market projected growth around 5-6% CAGR with Asia-Pacific leading.
• Opportunities in Tier II/III cities and export channels; rising demand for healthier variants.
• Risks include raw material price volatility, supply chain disruption, regulatory changes, climate exposure.
• Management emphasizes cost optimization, product diversification, and disciplined capital allocation.

Key disclosures

• Board approved the unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Limited Review Reports on results issued by statutory auditors.
• Consolidated results include subsidiary, Nurture Well Foods Ltd, with revenue Rs 15,281.17 lakh and PAT Rs 1,402.41 lakh.
• Standalone results show revenue Rs 278.84 lakh and PAT Rs 150.96 lakh for the quarter.
• Consolidated segment information: India revenue Rs 2,726.00 lakh; Overseas Rs 12,548.38 lakh; total Rs 15,274.38 lakh.
• New Labour Codes impact not material; incremental effects recognised in FY2026.
• Results to be uploaded on company website and published in newspapers per Regulation 47(1)(b).
• Audit Committee reviewed the results prior to Board approval; statutory auditors conducted limited review.

Meeting Details

• Issuer: Nurture Well Industries Ltd; Scrip 531889; Category: Board Meeting.

Key Agenda Items

Other Notes

• Digitally signed by PRIYANKA on 2026-08-05.

Issue Overview

• Type and securities: preferential issue of convertible warrants.
• Total issue size disclosed; 25% of proceeds received by 30-Jun-2026; no additional funds in quarter.
• Main objectives: working capital for subsidiaries including step-down and general corporate purposes.

Utilisation of Proceeds

• Utilisation is as per offer disclosures.
• No material deviations or changes in allocation reported.
• Working capital for subsidiaries utilised; 23.49 crore; unutilised 81.20 crore; ongoing.
• General corporate purpose utilised; 5.18 crore; unutilised 4.82 crore; ongoing.
• No new deployment during quarter.

Governance and Compliance

• All statutory approvals obtained; documented via company letter.
• No material events or information affecting viability reported.
• No conflicts of interest or adverse information noted.

GCP

• GCP utilisation: 5.18 crore as of 30-Jun-2026 for general corporate purposes.
• Board approval for allocation evidenced by board resolution.

Price movement clarification

• No undisclosed material event; stock price movement is market-driven with no known cause.