Sarveshwar Foods Ltd

AGM Details

• Date/time: September 30, 2026, 12:00 Noon IST, Jammu; in-person AGM.
• Remote e-voting Sep 27–29, 2026; ballot voting at meeting.
• Meeting duration: 3 hours (12:00–15:00).

Attendance

• 35 members attended; key directors and secretary present.

Key Resolutions

• Ordinary: adopt standalone and consolidated financial statements for year ended March 31, 2026.
• Ordinary: appoint director retiring by rotation and eligible for re-appointment.
• Ordinary: appoint another director retiring by rotation and eligible for re-appointment.
• Special: re-appoint executive director for a further one-year term.
• Special: re-appoint independent director for a further one-year term.
• Special: preferential allotment of up to 22 crore 25 lakh warrants to promoter group and public.
• Special: approval of ESOP Scheme 2026.
• Special: grant of options to employees and directors of holding/subsidiary/associate companies.
• Special: grant of options to identified employees exceeding 1% of issued capital in any one year.

Voting & Outcomes

• Outcome of resolutions not disclosed in the document; results to be submitted to exchanges.
• Scrutinizer appointed to conduct poll and report along with results.

Sarveshwar Foods Limited: Trading Window closure from 1st October, 2026 till completion of 48 hours after the declaration of financial results for the Quarter and Half year ended 30th September, 2026

Sarveshwar Foods Ltd closes trading window from 1st October, 2026 till the completion of 48 hours after the declaration of financial results of the Company for the Quarter and Half year ended 30th September, 2026.

AGM corrigendum and warrants

• Corrigendum replaces Item 6 in AGM notice to reflect preferential warrants of up to 22.25 crore.
• Up to 22.25 crore fully convertible warrants issued; aggregate amount up to ₹84.55 crore.
• Issue price fixed at ₹3.80 per warrant.
• Proceeds allocated: ₹72.0 crore working capital, ₹12.55 crore general corporate.
• Rohit Gupta to receive 8.00 crore warrants; others not subscribing.
• Warrants and pre-issue holdings locked-in per SEBI ICDR regulations.
• Allotment to be completed within 15 days from passing resolution, subject to regulatory approvals.
• Post-issue shareholding assumes full warrant conversion; ESOP dilution not reflected.
• Valuation by TREU Valuation Services; minimum price ₹3.69; relevant date 31 August 2026.

Financial performance

• Consolidated revenue from operations: ₹1,345.60 crore, up from ₹1,136.22 crore.
• EBITDA: ₹71.06 crore; FY25 EBITDA was ₹77.31 crore.
• PAT: ₹31.81 crore, up from ₹26.97 crore.
• EPS (basic): ₹0.29 per share.
• Current ratio: 1.78.
• Debt‑to‑equity ratio: 0.53.
• Net debt to equity: 0.27.
• Rights issue completed; gross ₹149.95 crore.
• Post-issue paid-up capital increased to ₹12,316.26 lakh.

Business and operations

• Rice remains core revenue driver with premium Basmati branding.
• NIMBARK Organic segment growing; expanded pulses, flours, oils, and wellness products.
• Exports served across North America, Europe, Middle East, Africa, and Asia-Pacific.
• Retail footprint expanded to 15 exclusive stores (8 Sarveshwar, 7 NIMBARK Organic).
• Omni-channel and ecommerce presence strengthened.
• Sustainability embedded in operations; traceability and sustainable sourcing prioritized.

Capital raising and capital structure

• Rights issue: 24,99,10,469 shares at ₹6; gross ₹149.95 crore.
• Balance 75% of preferential warrants converted to equity; 29,00,000 shares issued.
• Authorized share capital increased from ₹120 crore to ₹310 crore.
• Warrant issue: up to 22.25 crore warrants at ₹3.80 apiece.
• Post-issue paid-up capital: ₹12,316.26 lakh.
• Proceeds to be used for working capital and general corporate purposes.
• Relevant date for price determination: 31 August 2026.

Subsidiaries and acquisitions

• Six subsidiaries as of 31.03.2026 including Sarveshwar Overseas and Himalayan Bio Organic Foods.
• Himalayan Organic Foods Inc. incorporated in Delaware with USD 2,000 capital.
• Acquisition of Himalayan Ancient Foods Private Limited completed; 100% equity.
• Himalayan Bio Organic Foods Limited issued 1,96,16,100 bonus shares.

Sustainability and ESG

• ESG pillars cover regenerative farming, responsible sourcing, climate action, energy efficiency, farmer prosperity, community, water stewardship.
• Certifications include USDA Organic, EU Organic, ISO 22000, BRCGS, FSSAI, APEDA.
• 14,000+ farmers and 50,000+ acres certified organic farmland.

Governance and leadership

• Board size 11; independent directors 6; one woman director.
• CFO changes: Anand Sharda resigned; Meghna Chhabra appointed CFO from 9 Apr 2026.
• Independent directors include Kamal Kishore Sharma and Dr. Pradeep Kumar Sharma.
• Audit Committee, NRC, Stakeholders, CSR and Risk Committees operate with independent oversight.
• Remuneration policy aligned with governance; annual board evaluation conducted.

Outlook and risks

• Positive outlook for branded premium rice and organic foods; expansion via international markets.
• Risks: climate volatility, input cost volatility, geopolitics, regulatory changes.
• HADP basmati cluster and Mushkbudji MoU expand supply chain and export opportunities.

Audit & compliance

• Statutory auditor: KRA & Co; no material qualifications reported.
• NSE/BSE penalties for delayed results; penalties paid and disclosed.
• Internal controls deemed adequate; no material weaknesses observed.

AGM Details

• Date and time: 30 September 2026 at 12:00 Noon.
• Mode: Physical meeting.
• Venue: Country Inn & Suites, Jammu.
• Record closure: Register of Members and Share Transfer Book closed 24–30 September 2026.
• E-voting cut-off: 23 September 2026.

Key Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for FY ended 31 March 2026.
• Ordinary: Re-appointment of Anil Kumar as director retiring by rotation.
• Ordinary: Re-appointment of Mahadeep Singh Jamwal as director retiring by rotation.
• Special: Re-appointment of Mahadeep Jamwal as Executive Director for one year.
• Special: Re-appoint Dr. Pradeep Kumar Sharma as Independent Director for one year.
• Special: Preferential allotment of up to 22.25 crore warrants at Rs 3.80 each.
• Special: Approval of Sarveshwar Foods Limited – Employees Stock Option Scheme 2026.
• Special: Approval to grant ESOS to employees and directors of holding, subsidiary and associate companies.
• Special: Approval to grant ESOS to identified employees exceeding 1% in any year.

Voting Status

• Voting results not disclosed in this filing.

Directors & Key Appointments

• Re-appointment of Anil Kumar as Director.
• Re-appointment of Mahadeep Singh Jamwal as Director.
• Re-appointment of Dr. Pradeep Kumar Sharma as Independent Director.
• Executive Director Jamwal to a further one-year term (subject to approval).

ESOS & Warrants Plan

• Warrants: Up to 22.25 crore; price Rs 3.80; up to Rs 84.55 crore.
• Warrants to promoters/promoter group and non-promoter public; listed on exchanges.
• ESOS: Maximum 1,23,16,265 options; direct issuance; no ESOP trust.
• Option pool is about 1% of fully diluted capital; NRC administration.
• Vesting: minimum 1 year, maximum 8 years.
• Exercise price determined per grant; listed on exchanges upon grant.
• Promoter contribution: Up to Rs 30.40 crore by Rohit Gupta.
• Direct implementation; no employee welfare trust.
• Shares issued upon exercise will be listed; primary issuance.
• ESOS to be administered by NRC.

Meeting Details

• Board meeting scheduled for 5 September 2026; time and venue not disclosed.

Key Agenda Items

• Proposal to raise funds via equity or convertible securities through preferential allotment, rights issue, QIP, ADR, or GDR.
• Introduction and adoption of Employee Stock Option Scheme 2026, subject to Nomination & Remuneration Committee recommendation and approval.

Other Notes

• Trading window closed from 2 September 2026 until 48 hours after conclusion of the meeting.