NHC Foods Ltd

Dematerialisation processing and listing status

• All dematerialisation requests were processed; physical certificates were mutilated and cancelled within 15 days.
• Securities dematerialised have been listed on the exchange where existing securities are listed.
• Depository name substituted in records as registered owner within 15 days.

NHC Foods Ltd: Trading Window closed from October 01, 2026 until the expiry of 48 hours after the declaration of Financial Results for the half year ended September 30, 2026

Secretarial Auditor Appointment

• Appointment of Secretarial Auditor for five years (FY 2026-27 to 2030-31).
• Board appointment on 01/09/2026; shareholders approved 25 Sep 2026.
• Firm: M/s. Nikunj Kanabar & Associates, Practising Company Secretary (Firm Reg. No. S2024MH981100).
• Profile: Mumbai-based firm with 8+ years in corporate secretarial compliance and governance.
• Relationship with directors: None stated.
• Impact: No board/committee composition changes noted.

AGM details

• AGM held on 25-09-2026 from 12:30 to 13:02 via VC/OAVM.
• Record date 18-09-2026; postal ballot deadline 25-09-2026.
• Total resolutions voted: 9; all passed.

Key resolutions and outcomes

• Resolution 1 (Ord): Adoption of standalone and consolidated financials; passed.
• Resolution 2 (Ord): Re-appointment of director by rotation; passed with minor dissent 0.0231%.
• Resolution 3 (S): Enhancement of limits under Section 180(1)(a); passed; dissent 0.0499%.
• Resolution 4 (S): Increase borrowing powers; passed; dissent 0.0013%.
• Resolution 5 (S): Enhance limit to advance loans/guarantee; passed; dissent 0.0076%.
• Resolution 6 (S): Enhancement of limit under Section 186; passed; dissent 0.0071%.
• Resolution 7 (Ord): Increase in Authorised Share Capital and MOA amendment; passed; dissent 0.0980%.
• Resolution 8 (Ord): Appoint Secretarial Auditors; passed; dissent 0.0066%.
• Resolution 9 (S): Issue of Convertible Warrants on a preferential basis; passed; dissent 0.1002%.

AGM Details

• Date and time: 25 Sep 2026, 12:30 PM IST; VC/OAVM mode.

Resolutions

• Ordinary: Adopt standalone and consolidated financial statements for FY ended 31 March 2026.
• Ordinary: Re-appoint Ashish Shah as director by rotation.
• Special: Enhance limits under Section 180(1)(a) of the Companies Act 2013.
• Special: Increase borrowing powers under Section 180(1)(c).
• Special: Increase limit to advance loans, guarantees, or security under Section 185.
• Special: Enhance limit under Section 186 of the Companies Act 2013.
• Ordinary: Increase authorised share capital and amend MOA.
• Ordinary: Appointment of Secretarial Auditors.
• Special: Issue of Convertible Warrants on preferential basis.

Voting status

• Remote e-voting results to be declared within two days; posted on website and with BSE.

Director changes

• Re-appointment of Ashish Shah by rotation.

Auditor appointments

• Appointment of Secretarial Auditors.

Other material approvals

• Issue of Convertible Warrants on preferential basis.

Target entity and business

• Conquer Enterprises LLC, foreign subsidiary of Conquer Enterprises Limited, operates in General Trading in the United States.
• Turnover: Not applicable; newly incorporated and yet to commence business.

Transaction details

• 100% subscription to share capital; no cash consideration disclosed.
• Completed on September 16, 2026.
• Not a related-party transaction; no promoter/group interest.
• 100% ownership/control acquired.

Regulatory and timeline

• Regulatory approvals: Not applicable.
• Timeline: Completion achieved by Sep 16, 2026.

Purpose and background

• Purpose: Expand operations in United States and global market.
• Incorporation details: Registered in Wyoming, Cheyenne; date Sept 16, 2026.
• Presence: United States; not yet commenced business.
• Background: Newly formed; no three-year turnover history.

Proposed acquisitions

• NHC to acquire up to 88% Lotmor Brands and 80% Walya's Beverages.
• Consideration at Rs 6.50 per share, payable cash or via equity.
• Price may be determined after six months per SEBI ICDR.
• Acquisitions to strengthen procurement and distribution; expand across the food and beverage value chain.
• Lotmor turnover Rs 1.80 crore FY25; Walya's turnover Rs 0.22 crore FY25.
• Lotmor footprint across 20 states and 22,000 retail outlets.

Governance and capital actions

• Suryakant Walavalkar appointed Additional Director, Executive Director, effective Sept 16, 2026.
• Subject to shareholder approval.
• Binding Heads of Terms for proposed Liberia manufacturing facility.
• Rs 53.76 crore preferential issue of convertible warrants.
• FCCBs converted into 18.18 crore equity shares.
• Q1FY27 profit up 924% YoY.

Financial highlights

• Q1FY27 consolidated net profit rose 924% YoY.
• Lotmor turnover Rs 1.80 crore FY25.
• Walya's turnover Rs 0.22 crore FY25.

Lotmor Brands Private Limited

• Engaged in trading/manufacturing of food and beverages; FY2024-25 turnover Rs 1,79,739.
• Up to 88% stake; consideration cash or shares at Rs 6.5 per share.
• Not a related party; promoter/group interest not disclosed.
• Incorporated Oct 30, 2018; ROC Mumbai.
• Turnover history: 2022-23 Rs 2,46,111; 2023-24 Rs 2,60,427; 2024-25 Rs 1,79,739.
• Indicative completion time: 6 months.
• Nature of consideration: cash or share issue at Rs 6.5 per share, later price.
• Shareholding target: up to 88%.

Walya's Beverages Private Limited

• Engaged in manufacturing, trading, wholesaling, import/export of foods and beverages; turnover FY2024-25 Rs 22,275.49.
• Up to 80% stake; consideration cash or shares at Rs 6.5 per share.
• Not a related party; promoter/group interest not disclosed.
• Incorporated Jun 24, 2021; ROC Mumbai.
• Turnover: 2022-23 Nil; 2023-24 Rs 71,484.97; 2024-25 Rs 22,275.49.
• Industry: manufacturing, trading, wholesaling, import/export of foods/beverages.
• Indicative completion time: 6 months.
• Nature of consideration: cash or share issue at Rs 6.5 per share, later price.
• Shareholding target: up to 80%.

Project overview

• NHC Foods (Liberia) Limited entered binding Heads of Terms with LSEZDC on Sep 9, 2026.
• Facility site: Monrovia Industrial Free Zone (Starbase), Bushrod Island, on a 7,580 sqm plot.
• Built-up area contemplated at approximately 1,590 sqm.
• Definitive sub-lease expected within 90 days, subject to surveys and approvals.
• Funding to be from international market development resources or internal accruals.
• Project is at development and pre-implementation stage; disclosures to stock exchange upon crystallisation.
• Strategic aim: Africa footprint via India-to-Africa platform.