Mother Nutri Foods Ltd

AGM Details

• Date: 24 September 2026; mode: VC/OAVM.
• Cut-off date for voting rights: 17 September 2026.
• Remote e-voting opened 21 September and closed 23 September 2026.

Key Resolutions

• Resolution 1: Adoption of audited financial statements for year ended 31 March 2026.
• Resolution 2: Re-appointment of Rajnikant Indubhai Thakar by rotation.
• Resolution 3: Ratify remuneration payable to Cost Auditors for year ending 31 March 2027.

Voting Results

• Resolution 1 passed; 92,67,618 in favour, 0 against, 0 abstentions.
• Resolution 2 passed; 92,67,618 in favour, 0 against, 0 abstentions.
• Resolution 3 passed; 92,67,618 in favour, 0 against, 0 abstentions.

Mother Nutri Foods Ltd Trading Window Closed from Thursday, October 01, 2026 until 48 hours after declaration of the Unaudited Financial Results for the half year ended September 30, 2026

AGM Details

• AGM held Sep 24, 2026 from 11:30 a.m. to 11:40 a.m. via VC/OAVM.
• E-voting open Sep 21–23, 2026; results to be submitted separately.
• Scrutinizer appointed for e-voting: CS Vishal Thawani.

Key Resolutions

• Adopt audited financial statements for year ended March 31, 2026 (Ordinary).
• Re-appointment of Rajnikant Indubhai Thakar by rotation (Ordinary).
• Ratify remuneration to Cost Auditors M.I. Prajapati & Associates LLP for FY2027 (Ordinary).

Voting Status

• Detailed voting results will be submitted separately.

Financial highlights

• Revenue from operations: Rs 12,327.83 Lakhs, up from Rs 9,024.31.
• Total Income: Rs 12,437.99; Expenses: Rs 11,019.56.
• Net Profit After Tax: Rs 1,163.88; EPS: Rs 11.09.
• Dividend not declared for FY2025-26.
• IPO completed; proceeds raised Rs 31.67 Crore; BSE SME listing on 3 Dec 2025.
• Net cash from operations: negative Rs 4,539.50 Lakhs; financing inflow Rs 4,598.15 Lakhs.
• Share capital raised to Rs 12.53 Crore; Authorized capital Rs 22.50 Crore.

IPO and capital structure

• IPO: Fresh issue 27,07,200 shares; OFS 6,76,800; price ₹117.
• Total shares listed: 1,25,35,020; paid-up capital ₹1,253.50 Lakhs.
• Authorized capital: ₹22.50 Crore; issued capital: ₹12.53 Crore.
• IPO proceeds utilisation: ₹2,319.34 for new facility; ₹593.89 for general corporate; ₹254.19 for issue expenses.
• Unutilised IPO proceeds: ₹2,463.17; no deviation from objects.

Business overview

• Primary business: manufacturing peanut butter; B2B focus with expanding distribution.
• 10 flavours and 12 ranges; private labeling for international clients; Spread & Eat brand in select markets.
• Operations: Bhavnagar, Gujarat; 30+ product types; 50+ private-label clients globally.
• Recent expansion includes Japan market entry; private-label manufacturing for global brands.

Governance and board

• Board size: 7 directors; 3 Independent Directors; promoter-promoter family as MD.
• Key changes: Chintan Thakar; Umeshbhai Sheth; Rajnikant Thakar; Ketankumar Mehta; Maheshvari Atri; Tanvi Patel.
• Board meetings held: 8 in FY2025-26; Independent Directors met on 12 Mar 2026.
• Executive remuneration disclosed; independent directors receive sitting fees.
• Secretarial audit reports (Annexures A & B) show no qualifications.

Risk management and controls

• Internal Financial Controls in place; reviewed by Audit Committee.
• Statutory auditors report: unmodified; no material fraud reported.
• Revenue recognition identified as key audit matter; controls tested.
• Secretarial audit: no qualifications; robust governance framework.

CSR and sustainability

• CSR expenditure: ₹10.20 Lakhs; 2% of average net profit (₹10.16 Lakhs required).
• CSR committee: 3 members; meetings on 14/08/2025 and 12/03/2026.
• CSR policy and projects disclosed on company website; Karnavati Charitable Trust engaged.

Shareholding and market data

• Promoters hold 65.93% of total shares as on 31-Mar-2026.
• Dematerialisation: 100%; NSDL 81.08%, CDSL 18.92%.
• Scrip code 544623; ISIN INE0UH001016; listed on BSE SME.
• Top holders: Rajnikant Thakar 29.18%, Umesh Sheth 27.62%, Parth Sheth 5.90%.

Industry outlook and management discussion

• Global peanut butter market ~USD 4.6B in 2025; projected USD 6.5B by 2034.
• Indian market ~USD 167M in 2025; CAGR ~6.5% to 2034.
• Indian economy: FY2027 real GDP projected 7%-7.4%; consumption-led growth supports FMCG.

Key statutory and other disclosures

• Statutory auditors: M/s Ratan Chandak & Co LLP; Cost Auditors: M I Prajapati & Associates.
• Contingent liabilities: Income tax demand ₹126.32 Lakhs; appeal filed.
• No cash losses in FY2025-26; no defaults on borrowings.

Board meeting outcomes

• Cost Auditor appointment: M/s M. I. Prajapati & Associates LLP appointed for FY 2026-27, effective Aug 28, 2026.
• Secretarial Auditor re-appointment: M/s Yati Mittal & Associates for FY 2026-27, effective Aug 28, 2026.
• Notice for the 3rd AGM and Directors Report for year ended March 31, 2026.
• Scrutinizer appointment: Vishal Thawani of VTSN and Associates LLP for e-voting at AGM.

Certificate submission status

• Confirmation certificate under Reg 74(5) submitted by the registrar.