Leo Dryfruits & Spices Trading Ltd

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.

IRCTC empanelment details

• Empanelment received from IRCTC under Category A for VANDU millet products.
• Products covered: Vandu Millet Mix and Vandu Millet Chikki.
• Eligible to participate in IRCTC procurement and supply to rail catering units, subject to bidding.
• Empanelment does not guarantee purchase orders or minimum business.
• Expected to enhance market presence and VANDU visibility across Indian Railways.
• Subject to IRCTC procurement requirements, competitive bidding and other terms.
• Date of empanelment: 30 July 2026; Domestic entity.
• Not a related party transaction.

Alteration of Articles of Association

• Special resolution to alter the Articles of Association; passed with 100% in favour via remote e-voting; no against.

Resolution details

• Special resolution to alter AoA to enable warrants and convertible securities.
• Insertion of new Article 15A authorising warrants, convertible securities and other instruments.
• Voting results to be declared within two working days.
• No explicit disclosure of any immediate changes to shareholding or control.

Demat/remat status

• Regulation 74(5) not applicable; entire shareholding is in demat; no rematerialisation requests received.

Results

• 📊 Standalone revenue from operations rose 74.0% YoY to ₹174.24 crore in FY26.
• 📊 Standalone total income rose 99.8% YoY to ₹174.66 crore in FY26.
• 📊 Standalone PBT rose 25.8% YoY to ₹15.99 crore in FY26.
• 📊 Standalone PAT rose 29.1% YoY to ₹10.54 crore in FY26.
• 📊 FY26 basic and diluted EPS were ₹5.89, versus ₹4.56 in FY25.
• 📊 Consolidated FY26 revenue from operations was ₹174.24 crore, flat versus standalone.
• 📊 Consolidated PAT was ₹10.54 crore and EPS was ₹5.89.

Costs

• 📊 Purchases of stock-in-trade rose to ₹167.65 crore in FY26 from ₹76.44 crore.
• 📊 Inventory movement was a ₹23.65 crore credit in FY26.
• 📊 Employee benefit expense increased to ₹4.20 crore in FY26.
• 📊 Finance costs increased to ₹3.26 crore in FY26.
• 📊 Other expenses increased to ₹6.19 crore in FY26.

Balance sheet

• 📊 Shareholders’ funds rose to ₹74.21 crore at 31 March 2026.
• 📊 Inventories increased to ₹57.10 crore and trade receivables to ₹75.50 crore.
• 📊 Short-term borrowings increased to ₹33.65 crore at 31 March 2026.
• 📊 Cash and cash equivalents were ₹0.13 crore at 31 March 2026.
• 📊 Total assets and liabilities were ₹147.51 crore at 31 March 2026.

Cash flow

• 📊 Operating cash flow was negative ₹6.42 crore in FY26.
• 📊 Capex on property, plant and equipment was ₹6.27 crore in FY26.
• 📊 Financing cash inflow was ₹12.81 crore, driven by borrowings.
• 📊 Closing cash and cash equivalents were ₹0.18 crore in FY26 cash flow statement.

Audit and structure

• 📍 Auditors issued an unmodified opinion on standalone and consolidated FY26 results.
• 📍 Results are standalone and consolidated, audited, for the half year and year ended 31 March 2026.
• 📍 The company reported one operating segment under AS-17.
• 📍 Vandu Food Processing Private Limited was incorporated on 19 February 2026.
• 📍 Initial subscription amount for Vandu Food Processing Private Limited was yet to be received.

Correction

• 🗒️ Corrigendum corrected the standalone half-year ended 31 March 2025 column.
• 🗒️ Management said the correction was clerical and had no impact on FY26 results.

Supply Agreement with Haldiram

• Subsidiary Vandu Food Processing signed supply agreement with Haldiram Marketing Pvt Ltd
• Agreement covers processing and supply of cashew nuts and related products
• Scope includes converting raw cashews into cashew pieces and powder

Financial Impact

• Expected annual revenue of approximately ₹2150 crore post processing facility commissioning
• Revenues depend on purchase orders and actual execution

Business and Operational Impact

• Partnership strengthens position in institutional and B2B segments
• Supports transition to value-added, processing-driven business model
• Enables efficient use of upcoming processing capacities
• Opportunity to expand product offerings and deepen FMCG supply chain relationships
• Enhances operational scalability and presence in organized food processing

Target Entity and Industry

• Vandu Food Processing Private Limited incorporated in India on February 9, 2026.
• Authorized and paid-up share capital of INR 100,000.
• Operates in the Food and Food Processing sector.
• No prior turnover or business operations.

Acquisition Details and Control

• Leo Dryfruits & Spices Trading Limited acquired 51% equity shares at face value in cash.
• Vandu Food Processing became a subsidiary with 51% shareholding.
• Acquisition is not a related party transaction; promoters have no direct interest beyond company shareholding.

Purpose and Strategic Rationale

• To engage in processing, manufacturing, grading, roasting, packing, storing, trading, importing, exporting, and marketing of cashew nuts, dry fruits, nuts, spices, and allied edible products.
• Acquisition aligns with the Company's expansion strategy in the food processing segment.

Regulatory and Timeline

• Incorporated under the Companies Act, 2013; no additional governmental approvals required.
• Incorporation and acquisition completed on February 9, 2026.

Consideration

• Cash consideration paid at face value per equity share.