Milkfood Ltd

Key quarterly financials

• Revenue from operations ₹8,122 lakh; total income ₹8,211 lakh for quarter ended 30 Jun 2026.
• Total expenses ₹8,159 lakh; cost of materials ₹7,674 lakh; inventories change −₹938 lakh.
• PBT before exceptional ₹52 lakh; after exceptional ₹29 lakh; tax ₹7 lakh; net profit ₹22 lakh.
• EPS basic ₹0.09; EPS diluted ₹0.09 for the quarter.
• Single segment Dairy Products (Ghee, Milk Powder); no reportable segments.
• ₹61 lakh capitalised in capital work in progress during the quarter.
• Auditor's review unmodified; inventories certified by management.
• Contingent liabilities include Rs 4579 lakh; trade receivables ₹47 lakh.
• Results approved by Board on 7 Aug 2026; results prepared per Ind AS.

Meeting Details

• Board meeting on 7 August 2026; time and venue not disclosed.

Key Agenda Items

• Approval of unaudited financial results for the quarter ended 30 June 2026.

Other Notes

• Trading window for designated persons closes 48 hours after results announcement.

Resolution

• Special resolution approved for issue of convertible warrants to non-promoter/public on a preferential basis.

Voting outcome

• Approved; combined votes 99.9986% in favour and 0.0014% against.

EGM outcomes

• 1st 2026-27 Extraordinary General Meeting held on 27 July 2026 at 9:00 AM, concluded 9:20 AM.
• Special resolution proposed to issue convertible warrants on preferential basis to non-promoter/public.
• Voting results to be announced on Scrutinizer's Report; outcome not disclosed yet.

Dematerialisation status

• Details of dematerialised securities for the reporting quarter were furnished to the stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled, with the depository listed as registered owner.
• Securities dematerialised have been listed on the stock exchanges.

Book closure details

• Book closure: 20 July 2026 to 27 July 2026 (inclusive) for 1st EGM (2026-27).
• EGM date: 27 July 2026 at 9:00 a.m.
• Purpose: to hold the 1st EGM (2026-27).

EGM details

• 1st (2026-27) EGM scheduled for 27 July 2026 at 9:00 AM.

Resolution: warrants on preferential basis

• Special resolution to issue up to 22,00,000 warrants on a preferential basis.
• Warrants issued to non-promoter/public category at Rs 30 per warrant.
• Each warrant converts into one equity share of Rs 5.
• Conversion period is 18 months from allotment.
• Proposed allottees: Sudhir Avasthi and Deepankar Barat, 11,00,000 warrants each.
• Total warrants proposed: 22,00,000.
• Upfront payment of 25%; 75% due before conversion.
• Equity shares on conversion rank pari-passu with existing shares.
• Warrants must be exercised within 18 months.
• Board authorized to finalize terms and issue shares on exercise.
• Form PAS-5 nominees to record proposed allottees.

Pricing & valuation

• Valuation by CA Kapil Dev Dhir determined price.
• Issue price fixed at Rs 30 per warrant including Rs 25 premium.
• Relevant date for pricing: June 25, 2026.
• Pricing complies with ICDR Regulations; re-computation not required for 90 days.
• Warrants are cash consideration; no separate independent valuation needed.

Shareholding impact

• Pre-issue promoter holding 53.37%; post-issue 49.14%.
• Non-promoter holding rises to 50.86%.
• Total post-preferential issued capital: 27,796,180 shares.
• Promoter control remains unchanged.

Funding use / objects

• Objects: meet working capital requirements; tentative amount Rs 6.60 crore.

Governance & approvals

• Special resolution seeks approval under Section 62 and ICDR Regulations.
• Warrants issued via private placement; no public offer.
• Warrants and shares to be listed subject to approvals.

Promoter/director participation

• Promoter participation limited to two individuals named as allottees.
• Except Sudhir Avasthi and Deepankar Barat, no promoter subscribes.

Management changes

• No director changes disclosed; board authorization to issue warrants.

Capital raise

• Preferential issue of up to 22,00,000 convertible warrants to non-promoter/public.
• Raising up to INR 6.60 crore at Rs 30 per warrant.
• Warrants convertible into equity shares with face value Rs 5.
• Conversion window 18 months from allotment; terms as per ICDR.
• Proposed allottees: Sudhir Avasthi and Deepankar Barat (non-promoter/public).
• Subject to shareholders' and regulatory approvals.

EGM and approvals

• EGM scheduled for 27 July 2026; notice to shareholders.
• Cut-off date for eligibility: 26 June 2026.
• Scrutinizer appointed: Kamlesh Gupta, Practicing Company Secretary.
• Notice and details to be issued with EGM materials.

Regulatory disclosures

• Annexure-A containing required ICDR/Regulation 30 disclosures attached.
• Regulatory disclosures uploaded on Milkfood's website.