Lotus Chocolate Company Ltd

Lotus Chocolate Company Limited – Trading Window Closure begins October 01, 2026 and ends 48 hours after the financial results for the second quarter ending September 30, 2026 become Generally Available Information

AGM Details

• Date: 25 September 2026; mode: remote e-voting and e-voting at meeting.
• Record date for voting: 18 September 2026; shareholders on record: 22,403.
• Shareholders attended via video: Promoter group 7; Public 85.

Key Resolutions & Outcomes

• Resolution 1: Adopt audited financial statements; Ordinary; passed.
• Resolution 2: Reappoint Abhijeet Pai as Director; Ordinary; passed.
• Resolution 3: Reappoint Aditya Pai as Director; Ordinary; passed.
• Resolution 4: Approve Material Related Party Transactions; Ordinary; passed.

AGM Details

• AGM held on 25 September 2026 via VC/OAVM from 12:30 to 13:15 IST.
• Chairman: Prof. Dipak C. Jain.
• Remote e-voting ran 20–24 September 2026; Scrutiniser: Anil Lohia.

Resolutions

• Ordinary: Adoption of audited financial statements and reports for year ended Mar 31, 2026.
• Ordinary: Re-appointment of Abhijeet Pai as director retiring by rotation.
• Ordinary: Re-appointment of Aditya Pai as director retiring by rotation.
• Special: Approval of material related party transactions.

Voting Results

• Adoption of financial statements: Passed with requisite majority.
• Re-appointment of Abhijeet Pai: Passed with requisite majority.
• Re-appointment of Aditya Pai: Passed with requisite majority.
• Material related party transactions: Passed with requisite majority.

Director Changes

• Abhijeet Pai re-appointed as director (retiring by rotation).
• Aditya Pai re-appointed as director (retiring by rotation).

Related Party Transactions

• Material related party transactions approved; counterparty and value not disclosed.

Financial highlights

• Revenue from operations rose to ₹579.55 crore in FY26, from ₹573.75 crore in FY25.
• PAT after tax ₹0.10 crore, down from ₹17.23 crore.
• Total comprehensive income ₹0.14 crore, OCI ₹0.04 crore.
• EPS ₹0.08 per share (basic and diluted).
• Net cash from operating activities ₹9,322.65 lakh.
• Dividend for the year not recommended.
• Promoter transition: New RCPL became promoter; Old RCPL dissolved on 1 Dec 2025.
• Cash and cash equivalents ₹1,191.30 lakh.

Operations and product portfolio

• Product portfolio includes Cocoa Mass, Cocoa Butter, Cocoa Powder, Chips and Slabs.
• Cocoa Mass: volume 1,714 t; value ₹163.9 crore; realization ₹956/kg.
• Cocoa Butter: volume 1,202 t; value ₹156.7 crore; realization ₹1,303/kg.
• Cocoa Powder: volume 972 t; value ₹50.1 crore; realization ₹515/kg.
• Choco Chips: volume 1,992 t; value ₹35.7 crore; realization ₹179/kg.
• Slabs: volume 1,075 t; value ₹22.4 crore; realization ₹208/kg.
• Revenue mix supports B2B and consumer product expansion; export potential.

Capital structure & liquidity

• Current borrowings ₹8,900 lakh; WCDL outstanding ₹8,900 lakh.
• Total equity ₹5,967.26 lakh; promoter 51% equity.
• Redeemable preference shares ₹4,410.15 lakh; total equity ₹5,967.26 lakh.
• Cash balance ₹1,191.30 lakh; net gearing 1.49x.

Promoter governance & board

• Natarajan M. Venkataraman appointed Whole-time Director for five years from 16 July 2025.
• Mohammed Rafathullah appointed Additional Director from 27 Feb 2026.
• Board of 9 directors; 3 independent; 1 woman independent.
• Statutory Auditor: Deloitte Haskins & Sells LLP; Secretarial Auditor: KSR & Co; no qualifications.

Related party transactions

• RPTs with Reliance Consumer Products Limited (RCPL) at arm's length; approvals by Audit Committee.
• RCPL is promoter; 51% equity; new arrangements post-promoter shift.
• Table A details include purchases, sales, licenses, and funds; disclosures in annual report.

Governance, risk & controls

• Vigil Mechanism and Whistle Blower Policy in place; no protected disclosures.
• Risk Management Committee monitors policy; internal controls robust; quarterly internal audits.
• Code of Conduct and anti-fraud controls aligned with SEBI requirements.

CSR & ESG

• CSR expenditure ₹12.85 lakh; CSR obligation ₹12.85 lakh; Reliance Foundation as beneficiary.
• Policy and projects disclosed on company website.

Outlook & risks

• FY26-27 outlook positive; capacity expansion and pan-India distribution to support growth.
• Risks include cocoa price volatility, supply chain disruptions, inflationary pressures.

Dividend & AGM

• Dividend not declared for FY2025-26.
• Thirty-seventh AGM scheduled Sept 25, 2026; VC/OAVM; e-voting details published.

AGM details

• AGM date/time: Sept 25, 2026 at 12:30 p.m. IST via VC/OAVM.
• Cut-off date for voting: Sept 18, 2026.

Share transfer/demat notice

• Newspaper notice about special window for transfer/demat of physical shares, published Aug 26, 2026 by Lotus Chocolate Company.
• Clippings of the advertisement enclosed for information and records.

Financial results and audit

• Unaudited quarterly results for the quarter ended June 30, 2026 were approved by the Board.
• Audit Committee recommended the results; Independent Auditor's Review Report attached.
• Review report states no material misstatement and compliance with SEBI Listing Regulations.
• Independent Auditor's Review by Deloitte Haskins & Sells LLP dated 15 July 2026.

Reg 74(5) compliance certificate

• Certificate issued by KFin Technologies Limited confirms Reg 74(5) compliance for quarter ended June 30, 2026.

Meeting Details

• Board meeting scheduled for Wednesday, 15 July 2026.

Key Agenda Items

• Consider and approve unaudited financial results for the first quarter ended June 30, 2026.

Other Notes

• No additional notes disclosed in this filing.

Lotus Chocolate Company Limited – Trading Window closure from July 01, 2026 until 48 hours after the financial results for the first quarter ending June 30, 2026 become generally available.