Milkfood Ltd

AGM Details

• Date and mode: 24 Sep 2026, 9:00 a.m., physical AGM.
• Record date: 17 Sep 2026; on-record shareholders: 10,524.
• Total shares on record: 25,596,180.

Key Resolutions and Outcomes

• Resolution 1 (Ordinary): Adopt audited financial statements for year ended 31 March 2026; Passed 100%.
• Ordinary: Re-appoint Harmesh Mohan Sood as Director.
• Outcome: Passed with majority; 1,91,23,668 in favour, 562 against.
• Resolution 3 (Special): Ratify remuneration to Cost Auditors for FY2026-27.
• Outcome: Passed; 1,91,58,808 in favour; 502 against.

Milkfood Limited: Trading Window closure from 01 October 2026 onwards upto 48 hours after the announcement/declaration of Un-Audited Financial Results of the Company for the quarter ending 30th September, 2026.

Capital action: convertible warrants

• Allotted 22,00,000 convertible warrants on a preferential basis to non-promoter/public category at Rs 30 each.
• Upfront receipt of 25% of issue price Rs 7.50 per warrant.
• Allotments to Sudhir Avasthi and Deepankar Barat, 11,00,000 each.
• Warrants entitle equal number of equity shares on payment of the remaining 75% within 18 months.
• Warrants subject to lock-in under ICDR Regulations.
• Paid-up capital remains unchanged until conversion; no immediate increase.
• Board approval on 30 June 2026; EGM on 27 July 2026; BSE in-principle approval received.

Credit rating disclosure

• Credit rating letter from Infomerics Valuation and Rating Ltd received on 27 August 2026.
• Letter addressed to CFO at Delhi Office, sent from Registered Office by speed post.
• Communication reached Delhi Office on 01 September 2026; disclosed to Exchange the same day.
• Delay due to holidays and internal forwarding; no intention to withhold information.
• Company remains committed to timely SEBI LODR disclosure as per circular dated 30 Jan 2026.
• No disclosed change to credit rating outcome in this filing.

Rating Action

• Long-term rating reaffirmed IVR BB+/Stable; outlook revised from Negative to Stable.
• Total rated bank facilities: Rs 95.01 crore, reduced from Rs 100 crore.
• Instruments include term loans, cash credits, and bank guarantees.
• Rating agency: Infomerics Valuation and Rating Ltd.
• Rating validity: one year, until August 19, 2027.
• Material change: outlook revised to Stable.
• Rationale not disclosed in excerpt.

Facility Details

• SBI Term Loan: Rs 1.62 crore, IVR BB+/Stable.
• Canara Bank Term Loan: Rs 7.29 crore, IVR BB+/Stable.
• SBI Cash Credit: Rs 55 crore, IVR BB+/Stable.
• Canara Bank Cash Credit: Rs 10 crore, IVR BB+/Stable.
• SBI Bank Guarantee: Rs 7.5 crore, IVR A4+.
• Canara Bank Bank Guarantee: Rs 8.0 crore, IVR A4+.
• Proposed Bank Guarantee: Rs 5.6 crore, IVR A4+.

Unregistered-email communications

• Company is dispatching letters with the Integrated Annual Report link to shareholders lacking registered email addresses.

AGM notice and AR access

• 53rd AGM scheduled for 24 September 2026 at 9:00 AM at the registered office, Bahadurgarh, Punjab.
• Notice and Integrated Annual Report available on company website; also accessible via CDSL and BSE.
• AR could not be emailed due to unregistered shareholder emails with the RTA.

Book closure details

• Book closure period: 17 September 2026 to 24 September 2026 (inclusive).
• Purpose: Annual General Meeting of the Company.
• AGM date: 24 September 2026, 9.00 a.m.
• Security type: Equity shares.

Financial performance

• Revenue from operations and other income: Rs 48,459 lakh in FY2025-26.
• YoY revenue rose from Rs 44,964 lakh to Rs 48,459 lakh.
• Profit before tax: Rs 5,709 lakh.
• Profit after tax: Rs 4,429 lakh.
• Cash profit: Rs 6,425 lakh.
• Basic EPS: Rs 18.17; Diluted EPS: Rs 17.30.
• Net debt: Rs 10,616 lakh; gearing: 47%.
• No dividend recommended; profits to be retained for expansion.

Business developments

• Asset Purchase Agreement for Moradabad plant worth Rs 130 crore dated 16 Jan 2026.
• Asset sale aimed at strengthening balance sheet and reducing borrowings.
• Milkfood ESOS 2024: 12,18,000 options granted at Rs 5 per option.

Capital structure & liquidity

• Total borrowings: non-current Rs 2,687 lakh and current Rs 8,030 lakh.
• Asset sale improved balance sheet and financial flexibility.
• Net debt end-FY2026: Rs 10,616 lakh; gearing 47%.

Share capital & ESOPs

• Post-year-end ESOS: 12,18,000 options issued; exercise price Rs 5.
• Paid-up capital increased to Rs 12.799 crore with 2,559,6180 equity shares.
• End-March 2026: all options granted; no outstanding options.

Governance & board

• Jyotsna Bhatnagar appointed Independent Director from 12 Aug 2025.
• Gita Bawa ceased to be Independent Director on 29 May 2026.
• MD Sudhir Avasthi reappointed for 2026-2031; tenure extensions approved in 2025.
• Board meetings held: seven in FY2025-26; Independent Directors held a separate meeting.

Audit, risk & controls

• Statutory auditor: Madan & Associates; report contains a Modified Opinion.
• Emphasis of matter on certain notes; revaluation and life-extension adjustments noted.
• Internal controls adequate but inventory management and supplier advances require strengthening.

CSR & ESG

• CSR expenditure: Rs 15.20 lakh; 2% of average net profit (Rs 15.19 lakh).
• PMNRF contributions fulfilled; no unspent CSR obligations.

Operations & risks

• Single segment: Dairy products (Ghee and milk powders).
• Revenue concentration: 10% or more of revenue from one customer.
• Risks include 8% revenue decline and liquidity stress; mitigated by asset sale and cost controls.

AGM Details

• 53rd AGM on 24 September 2026 at 9:00 AM at Registered Office, Bahadurgarh, Punjab.
• Mode: physical meeting.
• Register of Members closed 17–24 September 2026.
• Remote e-voting available from 21–23 September 2026, 9:00 AM to 5:00 PM.

Resolutions

• Ordinary: adopt audited financial statements for year ended 31 March 2026.
• Special: re-appoint Harmesh Mohan Sood (DIN 07951620) as Director liable to retire by rotation.
• Ordinary: remuneration ratification for Cost Auditors to M/s HMVN & Associates for 2026-27, Rs 1,00,000 plus GST.