Leo Dryfruits & Spices Trading Ltd

Meeting Details

• Board meeting scheduled on Friday, October 16, 2026; time and venue not disclosed.

Key Agenda Items

• Discontinuance of the previous preferential issue process and withdrawal, subject to applicable laws.
• Fresh proposal for raising funds via preferential issue of share warrants convertible into equity.
• Draft EGM notice to seek approval for the new preferential issue, including date, cutoff, e-voting, and Scrutinizer appointment.

Other Notes

• Trading window will be closed from October 13, 2026, until 48 hours after conclusion of the Board Meeting.

AGM Details

• 7th AGM held on 29 September 2026 via VC/OAVM.
• Meeting commenced at 11:03 IST.

Key Resolutions

• Ordinary: Adopt standalone financial statements and Board’s report; approved.
• Ordinary: Adopt consolidated financial statements; approved.
• Ordinary: Re-appoint Jenish Ketan Shah as Director; approved.
• Ordinary: Declare dividend for FY2025-26; approved.
• Special: Re-appoint Ketan Sobhagchand Shah as Whole-Time Director; approved.
• Special: Variation in remuneration of Kaushik Sobhagchand Shah; approved.
• Special: Approve material related party transaction with M/S JKETANKUMAR CO; promoter-related abstentions; approved.

Dividend

• Dividend for FY2025-26 approved.

Director Changes

• Jenish Ketan Shah reappointed as Director (retired by rotation).
• Ketan Sobhagchand Shah appointed as Whole-Time Director.

Material Related Party Transactions

• Approval of RPT with M/S JKETANKUMAR CO; promoter abstentions noted.

Remuneration

• Variation in remuneration of Kaushik Sobhagchand Shah; approved.

AGM details and resolutions

• AGM held on Sep 29, 2026 at 11:00 IST via VC/OAVM.
• Meeting deemed at the registered office; nine members attended.
• Statutory auditors attended the AGM via VC/OAVM.
• Remote e-voting Sep 24–28, 2026; voting also at AGM.
• Scrutinizer appointed to oversee e-voting.
• Proxies not applicable due to VC/OAVM format.
• Agenda items: ordinary for items 1–4; special for items 5–7.
• Final dividend on equity shares proposed/declared; amount not disclosed.
• Director re-appointment: Jenish Ketan Shah by rotation.
• Remuneration variation: Kaushik Sobhagchand Shah (MD).
• Remuneration: Ketan Sobhagchand Shah re-appointed as Whole-Time Director.
• Material related party transaction with M/s JKetankumar Co.
• Voting results pending; to be announced within two working days.
• Meeting concluded at 11:34 IST.

Leo Dryfruits & Spices Trading Limited - Closure of Trading Window from October 1, 2026 till 48 (Forty Eight) hours after the declaration of the Unaudited Financial Results by the Company for the half year ending on September 30, 2026

Record Date Details

• Security: Equity shares.
• Record date: Tuesday, September 29, 2026.
• Entitlement: final dividend for FY2025-26 if approved at the 7th AGM.
• AGM: Sept 29, 2026, 11:00 AM, via Video Conferencing.
• Dividend payment: to members registered as at close of business on Sept 29, 2026, if declared.

Financial performance

• FY2025-26 revenue from operations ₹174.24 crore; YoY doubled from ₹87.31 crore.
• EBITDA ₹19.85 crore; EBITDA margin 11.4% vs 17.0% last year.
• PAT ₹10.54 crore; YoY growth 29.1%.
• Net worth ₹74.21 crore; EPS ₹5.89 basic.
• Revenue growth YoY: 99.6%.

Growth & strategic developments

• Acquired 60% stake in STK Food Processing Private Limited (POPMAK) to broaden institutional reach.
• Post-acquisition, CSD product portfolio expands to 16 products.
• IRCTC category A empanelment for VANDU millet products.
• Leo Catering Services subsidiary to pursue vegetarian catering and QSR formats.

Market reach & operations

• Geographic footprint spans 6 states and 1 Union Territory; UAE customers.
• Capacity utilization at Navi Mumbai facility ~75%; 20+ installed machines.
• Brand portfolio includes VANDU and MUNCHIN across channels.
• Multichannel distribution: General Trade, CSD, HoReCa, e-commerce, and quick commerce.

Capital structure & liquidity

• IPO completed Jan 2025; 48.30 million equity shares issued.
• Share capital ₹17.89 crore; equity shares 1.78914 crore.
• Debt: Short-term borrowings ₹3364.84 lakh; Bank Overdraft ₹2919.44 lakh; Long-term ₹329.83 lakh.
• Debt-to-equity ratio 0.50; liquidity indicators improving.
• Proposed final dividend ₹0.50 per share.

Governance & management

• Board: Kaushik Sobhagchand Shah (MD), Ketan Sobhagchand Shah (WTD & CFO).
• Directors added: Jenish Ketan Shah (Jul 2025); Dhiraj Ahuja (Jul 2025).
• Satinder Sehra (Independent) resigned Apr 23, 2025; Parth Mehta (Director) resigned Jun 2025; Ankur Gala appointed CS Jan 2026.
• Board meetings: 19 during FY2025-26; AGM planned.

Related party transactions & risk

• Material RPT with M/s J Ketankumar Co: Sales ₹108.85 lakh, Purchases ₹57.85 lakh; loans ₹55.50 lakh.
• Total RPT FY2025-26 ~₹1.667 crore; 0.96% of revenue ₹174.24 crore.
• Fresh approval sought for RPT ceiling up to ₹30 crore for one year.
• No related party voting on the RPT item.

CSR & ESG

• CSR liability ₹18.30 lakh; unspent; to be transferred to Schedule VII fund by Sept 30, 2026.
• CSR committee constituted; average net profit ₹9.14 crore; CSR spend 18.30 lakh.

Outlook & risks

• Strategy aims at breadth, scale, and diversified engines of growth across channels and geographies.
• Emphasis on quality, food safety, supply chain reliability, and brand trust.

Key Decisions

• Re-appoint Ketan Sobhagchand Shah as WTD & CFO for 5 years, subject to AGM.
• Remuneration raised to Rs 18,00,000 per annum, from Apr 1, 2026.
• Remuneration payable as minimum Rs 18,00,000 per annum if profits are inadequate.
• Profile: Ketan Sobhagchand Shah, B.Com, with the company since Jan 2022.
• Brother of Kaushik Sobhagchand Shah, Chairman and Managing Director.
• Shareholding: Shah holds 20,45,050 equity shares (11.43%).
• Not debarred from holding the office of Director.
• Approval is subject to Members at the ensuing AGM.

Parties

• Parties: Leo Dryfruits & Spices Trading Limited and Vijay Ratilal Mehta HUF (Kinjal®).

Purpose

• Exclusive rights to procure, distribute, and sell Kinjal-branded ready-to-eat and packaged foods; acquisition of Kinjal brand ownership.

Key terms

• Exclusive rights to procure, distribute and sell Kinjal® products in India and overseas.
• Transfer/acquisition of Kinjal® brand ownership in favor of the Company.
• Royalty: 2% of net sales on Kinjal® brand.
• Exclusivity restricts Mehta family from selling Kinjal® to others domestically or internationally.
• Term: effective from 11 August 2026, continuing until termination.
• No additional financial obligations beyond specified royalty.

Related party status

• Not a related party transaction.
• Promoter group has no interest in the counterparty.

Impact

• Strengthens product portfolio and expands ready-to-eat/packaged food presence.
• Potential ownership rights in Kinjal® brand and expanded market reach.
• Financial impact contingent on purchases/sales; not presently determinable.

Other disclosures

• Date of execution: 11 August 2026.
• Agreement valid until termination per terms.
• Disclosure available on company website.

Resolution terms

• Special resolution to issue up to 70 lakh warrants convertible into equity shares at Rs 55 each.
• Conversion allowed within 18 months from allotment.
• 25% upfront and 75% on exercise of conversion.
• Proposed allottees include promoters and public non-promoters; total 70 lakh warrants.
• Issue price Rs 55 per warrant; not below floor price.
• Equity shares from conversion rank pari passu.
• Lock-in and listing approvals to be obtained.
• Board authorized to execute documents and filings.
• Promoters Kaushik Shah and Ketan Shah intend to subscribe.
• Other directors or KMP not expected to subscribe.

Shareholding impact

• Promoter holding drops from 38.11% to 37.04% post-issue (assuming full conversion).
• Post-issue total shares 2,48,91,440; promoter 92,18,980; public 1,56,72,460.
• Proposed allottees' existing holdings shown; final stakes depend on warrant conversion.
• Voting rights increase proportionally on conversion.
• No change in control anticipated.

Use of proceeds & governance

• Proceeds to fund working capital, expansion, capital expenditure, and general corporate purposes.
• Allotment to be completed within 15 days of the passing of the resolution.
• BSE listing approvals to be sought and in-principle approval obtained.
• NSDL e-voting enables remote voting and participation at the EGM.