NHC Foods Ltd

Meeting Details

• Board meeting scheduled for 25 August 2026; time and venue not disclosed.

Key Agenda Items

• Fundraising via preferential issue/private placement of securities for cash or other than cash, with price and shareholder approvals.
• Other incidental and ancillary matters as decided by the Board with chairperson's permission.

Other Notes

• Trading window closed from 20 August 2026 until 48 hours after outcome of the Board Meeting.

Standalone results

• Standalone Q1: Revenue from operations ₹12,105.91 lakh.
• Total income ₹12,150.01 lakh for the quarter.
• PBT ₹441.63 lakh; tax ₹63.18 lakh; PAT ₹379.18 lakh.
• Basic EPS ₹0.06; diluted ₹0.04.
• Trading revenue ₹11,682.04 lakh; Manufacturing ₹440.73 lakh.
• FCCB conversion: 10,41,77,040 equity shares allotted on 24 Jun 2026.
• Audit status: Audit Committee reviewed; Board approved results.

Consolidated results

• Consolidated Q1: Revenue from operations ₹36,969.31 lakh.
• Total income ₹37,013.41 lakh.
• PAT ₹1,699.81 lakh; Basic EPS ₹0.26; Diluted ₹0.20.
• Domestic Trading revenue ₹11,682.04 lakh.
• International Trading revenue ₹24,863.40 lakh.
• Manufacturing revenue ₹440.73 lakh.
• Domestic Trading PBT ₹394.78 lakh.
• International Trading PBT ₹1,321.36 lakh.
• Manufacturing PBT ₹153.94 lakh.
• Unallocated PBT ₹-107.09 lakh.
• Total consolidated PBT ₹1,762.99 lakh.
• FCCB conversion reflected as equity dilution.

Capital actions & subsidiaries

• Incorporated NHC International UK Limited on 20 Apr 2026; UK entity consolidated.
• Subsidiaries: NHC International LLC-FZ; NHC International UK Ltd.

Transaction details

• Target company: NHC Foods Limited.
• Acquirer: Global Focus Fund (Mauritius); no PACs.
• Listed on: BSE Limited.
• Pre-acquisition: 0 voting rights; 0 encumbrances; 0 warrants/convertible securities.
• Acquired: 10,41,77,040 shares via FCCB conversion; 13.67% of diluted capital.
• Post-acquisition: 10,41,77,040 shares; 13.67% of diluted voting capital.
• Mode of acquisition: Allotment of equity shares on FCCB conversion.
• Date of allotment: August 5, 2026.
• Equity share capital before: 65,77,50,000 shares of Re 1.
• Equity share capital after: 76,19,27,040 shares of Re 1.

Meeting Details

• Meeting date: August 12, 2026; time and venue not disclosed.

Key Agenda Items

• Approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.
• Any other item with the Chair's permission.

Other Notes

• No additional material notes disclosed.

Dematerialisation/rematerialisation status

• RTA confirms processing of all dematerialisation/rematerialisation requests for the reporting period.
• Dematerialised securities have been listed on the stock exchange where earlier issues are listed.
• Physical certificates were mutilated and cancelled; depository name substituted as registered owner within 15 days.
• No dematerialisation/rematerialisation requests were received during the period.

Parties and objective

• Parties: NHC Foods Limited and Agriconnect Solutions Private Limited.
• Object: LOI for proposed investment and acquisition to enhance agri-commodity operations.

Key terms

• Consideration to be determined per independent valuation after due diligence.
• Due diligence period: 3 months from the LOI date.
• No regulatory approvals required for the acquisition.
• Not a related party transaction; no promoter/group interest involved.
• Ownership/control to be determined based on valuation report.

Target profile

• Target: Agriconnect Solutions Private Limited, established 2021.
• Authorized and paid-up capital: Rs 50 lakh.
• Turnover: Rs 117.57 crore (FY25); peak Rs 360 crore (FY24).
• Profitability: profitable since incorporation.
• Industry: supply and trading of agri commodities.

Regulatory and impact

• Regulatory approvals: none required.
• Expected impact: synergy with existing business and stronger cash flows.
• Indication: LOI approved by Board on 02 July 2026.
• Completion objective: working capital support to enable expansion.