Nakoda Group of Industries Ltd

Nakoda Group of Industries Ltd – Trading Window Closed from 01 October 2026 until 48 hours after declaration of Unaudited Financial Results for quarter ended 30 September 2026

AGM details

• Date and time: 25 Sep 2026, 10:30 AM.
• Mode: Video Conferencing (VC).
• Record date: 18 Sep 2026.
• AGM concluded at: 11:02 AM.
• Attendance: 36 attendees via VC; promoter group 7, public 29.

Key resolutions

• Item 1 Ordinary: Adopt standalone financial statements and reports.
• Item 2 Ordinary: Re-appoint Kokila Ashok Jha as Non-Executive Women Director.
• Item 3 Special: Re-appoint Pravin Choudhary as MD for five years.
• Item 4 Special: Re-appoint Jayesh Choudhary as Whole-Time Director for five years.

Voting results

• Item 1 passed with ~99.99% in favour; negligible against.
• Item 2 passed with ~99.99% in favour; negligible against.
• Item 3 passed as Special; majority in favour, related-party votes excluded as invalid.
• Item 4 passed as Special; majority in favour, related-party votes excluded as invalid.

Directors / appointments

• MD re-appointed: Pravin Choudhary for five years.
• WTD re-appointed: Jayesh Choudhary for five years.
• Non-Executive Women Director re-appointed: Kokila Ashok Jha.

Related party considerations

• Related party status affected voting; related party votes treated as invalid for items 3 and 4.

Pravin Choudhary — Re-appointment as MD & Chairman

• Change type: Re-appointment as MD & Chairman; Effective 10 Feb 2027; 5-year term.
• Reason: Completion of existing term; Profile: Extensive food & agro experience; Father of Jayesh Choudhary.

Jayesh Choudhary — Re-appointment as Whole-Time Director

• Change type: Re-appointment as Whole-Time Director; Effective 7 Jun 2027; 5-year term.
• Reason: Completion of existing term; Profile: Food & agro experience and tech management; Son of Pravin Choudhary.

agm details

• AGM held on 25 September 2026 at 10:30 AM via Video Conferencing.
• Record date: 18 September 2026.
• Attendance: 36 attendees via VC; promoter group 7, public 29.

resolutions and outcomes

• Resolution 1: Adoption of audited financial statements and reports; passed.
• Resolution 2: Appointment of auditors and remuneration; passed.
• Resolution 3: Re-appointment of Pravin Choudhary as MD for 5 years; passed.
• Resolution 4: Re-appointment of Jayesh Choudhary as Whole-Time Director for 5 years; passed.

voting summary

• Total votes polled: 11,233,825; in favour: 11,223,958; against: 9,867.
• Overall in-favour: 99.91%; against: 0.09%.

AGM Details

• AGM held on 25 September 2026 at 10:30 A.M. via VC/OAVM.
• Remote e-voting from 22 September 2026 09:00 A.M. to 24 September 2026 05:00 P.M.; voting during AGM.

Resolutions

• Adoption of standalone audited financial statements for FY ending 31 March 2026 (ordinary).
• Re-appointment of Kokila Ashok Jha as Non-Executive Women Director by rotation (ordinary).
• Re-appointment of Pravin Choudhary as Managing Director and Chairman for five years (Feb 2027–Feb 2032).
• Re-appointment of Jayesh Choudhary as Whole-Time Director for five years (Jun 7, 2027–Jun 6, 2032) under terms.

Voting Results

• Item 1 results pending; combined voting results to be announced within 2 working days.
• Item 2 results pending; combined voting results to be announced within 2 working days.
• Item 3 results pending; combined voting results to be announced within 2 working days.
• Item 4 results pending; combined voting results to be announced within 2 working days.

Financial performance

• Standalone revenue from operations: 4345.60 Lakhs for FY2025-26.
• Profit before tax: 212.12 Lakhs; profit after tax: 150.41 Lakhs.
• Revenue declined year-over-year from 4625.24 to 4345.60 Lakhs.
• EPS (basic & diluted): 0.88 INR.
• PAT margin 3.46%; ROE 5.29%.
• Net debt to equity: 0.54x.
• Current ratio: 2.04x.
• Inventory turnover: 2.32x; trade receivable turnover: 8.01x.
• Domestic revenue 3777.05 Lakhs; export revenue 568.55 Lakhs.
• Tutti Fruity revenue: 1415.40 Lakhs; Other Agriculture Commodities: 2841.05 Lakhs; Others 89.15 Lakhs.
• Cost of materials consumed: 1889.53 Lakhs.
• Cash flow from operations: 424.81 Lakhs; investing: -219.39 Lakhs; financing: -243.60 Lakhs.
• Rights issue: 87,00,000 warrants; Rs 28 each; proceeds Rs 24.36 Crores.
• Conversion of 48,12,910 partly paid shares to fully paid; 2,77,146 forfeited.
• Dividend not declared for FY2025-26.

Geography and product mix

• Geographic distribution: domestic revenue 3,777.05 Lakhs; exports 568.55 Lakhs.
• Tutti Fruity revenue: 1,415.40 Lakhs.
• Other Agriculture Commodities revenue: 2,841.05 Lakhs.
• Other operating revenues: 89.15 Lakhs.
• NO CTRL beverages launched October 2025; co-packing arrangement expanding reach.

Balance sheet and liquidity

• Total assets: 4,470.71 Lakhs; total equity: 2,896.32 Lakhs.
• Total borrowings: 1,293.11 Lakhs (current 1,259.29; non-current 33.81).
• Cash and cash equivalents: 4.83 Lakhs.
• Inventories: 1,908.25 Lakhs; trade receivables: 557.38 Lakhs.
• Net debt to equity: 0.54x.

Capital raising and use of funds

• Convertible warrants: up to 87,00,000; issue price Rs 28; aggregate Rs 24.36 Crores.
• Rights issue proceeds utilised: 506.14 Lakhs; working capital 270.80; loan repayments 132.15.
• Corporate purposes 98.96; issue expenses 4.24; no fresh equity issues in FY.

Governance and controls

• Board includes MD, WTD, Women Director; independent directors Dekate, Jain, Agrawal.
• Statutory auditor: Manish N. Jain & Co.; Secretarial auditor: RA Daga & Co.
• Whistle Blower / Vigil mechanism in place; independent director declarations filed.
• Audit committee meetings: 4; Nomination & Remuneration: 3; Stakeholders: 2.

Operations and strategy

• Diversified into beverages and consumer products; brand NO CTRL introduced 2025.
• Exports to Middle East and Europe; Nagpur facility supports wide distribution.
• Single primary segment: manufacturing and trading of tutti frutti and related commodities.

Audits and compliance

• Internal controls framework in place; governance aligned with SEBI/LODR.
• Secretarial and internal audits ongoing; Form AOC-2 filed for related party disclosures.
• No material adverse regulatory orders affecting going concern.

AGM Details

• 13th AGM scheduled for 25 September 2026 at 10:30 AM.
• Mode: Video Conferencing or Other Audio Visual Means.
• Voting cut-off date fixed at 18 September 2026.
• Register of Members and Share Transfer Books closed 19–25 September 2026.
• Remote e-voting window open 22–24 September 2026.

Key Resolutions

• Item 1: Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Item 2: Ordinary: Re-appoint Kokila Ashok Jha as Women Director (retiring by rotation).
• Item 3: Special: Re-appoint Pravin Choudhary as MD/Chairman for 5 years with no salary.
• Item 4: Special: Re-appoint Jayesh Choudhary as Whole-Time Director for 5 years; remuneration up to Rs 1.5 lakh.

Related Party & Interests

• Pravin Choudhary is father of Jayesh Choudhary.
• Pravin Choudhary owns 53,00,209 shares; Jayesh Choudhary owns 9,00,000 shares.

Voting Status

• Voting results not disclosed in this notice.

Record date details

• Record date for voting eligibility is Friday, 18 September 2026.
• AGM date: 25 September 2026 at 10:30 AM via Video Conferencing.

Annual report and AGM setup

• Approved and adopted annual report for FY ended 31 March 2026.
• Notice for the 13th AGM approved.
• AGM scheduled for 25 September 2026 at 10:30 AM (VC/OAVM).
• Cut-off for notice: 28 August 2026.
• Cut-off for e-voting: 18 September 2026.

E-voting arrangements

• Bigshare Services appointed as RTA for e-voting and VC/OAVM.
• Bigshare and Company Secretary to facilitate remote and AGM e-voting.
• Scrutinizer appointed: Mrs. Rachana Daga, PCS.

Directors' appointments

• Re-appoint Pravin Choudhary as MD & Chairman for 5 years from 10 Feb 2027.
• Re-appoint Jayesh Choudhary as Whole-Time Director for 5 years from 7 Jun 2027.
• Both subject to member approvals and other required regulatory approvals.
• Relationships disclosed: Pravin is father of Jayesh.

Meeting Details

• Date: 29 August 2026; Time: 3:00 PM; Venue: Registered Office.

Key Agenda Items

• Consider and approve the Notice of the 13th Annual General Meeting.
• Consider and approve the Annual Report for the financial year 2025-26.
• Fix the date, time and mode of the 13th AGM.
• Consider and approve Book Closure/Record Date and Cut-off Date for AGM and e-Voting.
• Re-appointment of Mr. Jayesh Choudhary as Executive Director, subject to members' approval at AGM.
• Re-appointment of Mr. Pravin Choudhary as Managing Director, subject to members' approval at AGM.
• To transact other business as may be decided by the Board.