Swojas Foods Ltd

Key transaction details

• Target: Swojas Foods Limited (formerly Swojas Energy Foods Limited).
• Acquirer: Onelife Capital Advisors Limited; not part of promoter group.
• Transaction: Acquisition of equity share warrants, converted into equity shares.
• Pre-holding (voting rights): 48,16,162 shares (10.50%).
• Pre-holding encumbrances: Nil.
• Pre-holding warrants: 51,83,838 (9.10%).
• Total pre-holdings: 1,00,00,000 shares.
• Acquired 24,25,000 equity shares via conversion of warrants.
• Date of acquisition: 24/09/2026.
• Post-holding VR: 72,41,162; 15.00% (12.72% diluted).
• Post-holding warrants: 27,58,838 (4.84% diluted).
• Total post-holdings: 1,00,00,000; 15.00% share; 17.56% diluted.
• Equity share capital before: 4,58,63,312.
• Equity share capital after: 4,82,88,312.
• Total diluted share capital after: 5,69,47,150.

AGM Details

• Date of AGM: 11 September 2026.
• Start time: 12:30 PM; End time: 12:50 PM.
• Mode: video conferencing/AVM.
• Record date: 04 September 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adopt audited financial statements for year ended March 31, 2026.
• Resolution 2 (Ordinary): Re-appoint director retiring by rotation.
• Resolution 3 (Ordinary): Re-appoint second director retiring by rotation.
• Resolution 4 (Special): Borrowing powers under section 180(1)(c) up to INR 30 CRORE.
• Resolution 5 (Special): Creation of charges on assets up to INR 30 CRORE.
• Resolution 6 (Special): Investments/guarantees/loans up to INR 30 CRORE.

Voting outcomes

• Res 1 passed: 100% in favour.
• Res 2 passed: 100% in favour.
• Res 3 passed: 100% in favour.
• Res 4 passed: 99.9996% in favour; 0.0004% against.
• Res 5 passed: 99.9996% in favour; 0.0004% against.
• Res 6 passed: 99.9997% in favour; 0.0003% against.

Director changes

• Two directors were re-appointed by rotation.

Other material approvals

• Borrowing powers approved up to INR 30 CRORE.
• Investments/guarantees/loans approved up to INR 30 CRORE.

AGM Details

• AGM held on 11 September 2026 at 12:30 PM via VC/OAVM.
• Total members on cut-off date: 8742 as of 04 September 2026.
• Meeting conducted through VC/OAVM with no physical venue.

Ordinary Business & Director Change

• Receive, consider and adopt audited financial statements for year ended March 31, 2026.
• Re-appoint Pallav Pareshkumar Dave on rotation; eligible for re-appointment.

Special Business

• Borrowing powers under section 180(1)(c) up to INR 30 crores.
• Creation of charges, mortgages, hypothecation on properties up to INR 30 crores.
• Investments/loans/guarantees exceeding limits under section 186 up to INR 30 crores.

Voting Status

• Voting results to be declared within two working days after meeting.
• Resolutions deemed passed today subject to receipt of requisite votes.

Auditors & Secretariat

• Statutory auditor present; no appointment changes announced.
• Scrutinizer appointed to supervise e-voting process.

Acquirer and transaction

• Target: Swojas Foods Limited (formerly Swojas Energy Foods Limited).
• Disclosing party: Onelife Capital Advisors Limited; not promoter group.
• Transaction: Acquisition of equity warrants with conversion/allotment to shares.

Pre-transaction holdings

• Voting rights: 32,16,162 shares (7.27%); diluted 5.65%.
• Warrants/convertibles: 67,83,838 (11.91% diluted).
• Total pre-holdings: 1,00,00,000 shares.

Acquisition details

• Voting rights acquired: 16,00,000 (3.49%).
• Warrants acquired: 16,00,000 (conversion to equal shares).
• Mode: Allotment upon conversion of warrants.

Post-transaction holdings

• Voting rights after: 48,16,162 shares (10.50%).
• Warrants after: 51,83,838 (9.10% dil.).
• Total post-holdings: 1,00,00,000 shares; 10.50% voting, 17.56% diluted.

Date and capital context

• Date of acquisition: 24/08/2026.
• Share capital before: 4,42,63,312; after: 4,58,63,312.
• Total diluted share capital after: 5,69,47,150.

Corporate Actions

• Converted 16,00,000 warrants into 16,00,000 equity shares at Rs 16.50 per warrant.
• Cash received: Rs 1,98,00,000, 75% of issue price.
• Paid-up capital rose from Rs 44,26,33,120 to Rs 45,86,33,120.
• Equity shares increased from 4,42,63,312 to 4,58,63,312 equity shares.
• Shares rank pari-passu with existing equity shares.
• Issuance classified as preferential allotment on conversion of warrants.
• Application for listing and trading approval to be made in due course.
• Annexure I: Onelife Capital Advisors Limited is non-promoter warrant holder.
• Balance outstanding warrants after conversion: 51,83,838.
• Total warrants converted: 16,00,000.

AGM notice and annual report access

• 12th AGM scheduled for 11 September 2026 at 12:30 IST via VC/OAVM
• Annual Report for FY2025-26 available at https://sefl.co.in/assets/pdf/bod/ANNUAL%20REPORT_2025-26_SFL.pdf
• Letters dispatched to shareholders without registered emails directing them to the online report

AGM & book-closure details

• Book closure from 05-09-2026 to 11-09-2026 (inclusive) for the 12th AGM.
• AGM scheduled on 11 September 2026 at 12:30 PM IST via VC/OAVM.
• Record date for e-voting eligibility is 04 September 2026.
• E-voting starts 08 September 2026 at 9:00 AM IST and ends 10 September 2026 at 5:00 PM IST.

AGM Details

• Date and time: 11 September 2026 at 12:30 PM IST.
• Mode: VC/OAVM; deemed venue: registered office.
• Record date for voting: 04 September 2026.
• Share transfer books closed: 05/09/2026 to 11/09/2026 (inclusive).
• Remote e-voting period: 8–10 September 2026.

Resolutions

• Item 1 (Ordinary): Adopt audited financial statements for year ended 31 March 2026.
• Item 2 (Ordinary): Re-appoint Pallav Dave as director, retiring by rotation.
• Item 3 (Special): Borrowing powers up to 30 crores under Section 180(1)(C).
• Item 4 (Special): Create charges on assets up to 30 crores.
• Item 5 (Special): Investments/loans/guarantees up to 30 crores under Section 186.

Voting mechanics

• Proxies not allowed; voting via remote e-voting and at meeting.
• AGM attendance via VC/OAVM counted for quorum.
• Remote e-voting conducted via PURVA.

Financial highlights

• Revenue from operations: ₹14614.68 lakh in FY25-26; ₹7177.41 lakh prior year.
• Total income: ₹14617.93 lakh.
• Net profit after tax: ₹88.94 lakh, down from ₹285.79 lakh.
• Basic EPS: ₹0.28; Diluted EPS: ₹0.28.
• Dividend declared: none for FY25-26.
• Paid-up capital post-conversions: ₹38.66 crore.

Capital structure & shareholding

• Authorised share capital: ₹81.00 crore; paid-up: ₹38.66 crore as of 31 Mar 2026.
• Rights issue: up to 4,84,84,500 convertible warrants planned; several tranches issued.
• 00 lakh warrants converted into equity during the year.
• Promoter reclassification: promoters to public; Jyoti Khandelwal ceased promoter status.
• Total equity shares increased via warrant conversions; annual options summary disclosed.
• AGM rights and shareholding adjustments disclosed in corporate actions.

Debt, liquidity & capital allocation

• Board approved borrowing up to ₹30 crore under Section 180(1)(C).
• Creation of charges up to ₹30 crore on assets for borrowing.
• Investments/loans permitted up to ₹30 crore beyond limits as per Section 186.

Governance, board changes & statutory updates

• 12th AGM scheduled for 11 Sep 2026 via VC/OAVM.
• Directors Jyoti Khandelwal and Dhwani Modi resigned in Oct 2025.
• Ranu Jain and Abhay Sethia appointed as Independent Directors; Pallav Dave re-designated.
• MOA alterations approved Aug 2025; Office shifted from Mumbai to Gujarat in Jan 2026; later updated.
• Auditors: M/S V S S B & Associates appointed for 2025-2030 term.
• Secretarial Auditor: Ms. Prity Bishwakarma appointed; Secretarial Compliance Annexures included.

Dividend policy, CSR & corporate governance

• Dividend Distribution Policy adopted under SEBI LODR Reg. 43A; no dividend declared.
• CSR not applicable for the year; governance disclosures continue as per SEBI LODR.
• Code of Conduct and Insider Trading policy in place; familiarisation programs for independent directors.

Audit, controls & compliance

• Secretarial audit flagged e-Form SH-7 filing delay (observation noted).
• Internal audit engaged: Mr. Ravi Yashwantbhai Patel for 2026-27.
• Internal financial controls reviewed; no material weaknesses reported.
• SEBI LODR compliance; related party policy available on company site.

Management outlook & strategy

• Management aims to 2026-27 with optimistic growth; exploring diversification into new areas.
• Outlook acknowledges slower global demand; focus on margin protection and efficiency.
• Technology adoption and AI-driven productivity cited as growth enablers.

Related party transactions & disclosures

• All related party transactions in ordinary course; arm's length; detailed notes in financial statements.
• Key related parties: directors and KMP; remuneration and fees disclosed in notes.

Other regulatory disclosures & shareholding

• 40% shares in demat form; Purva Sharegistry as RTA; ISIN INE295B01016; BSE Code 530217.
• Remote e-voting window: 8 Sept 2026 to 10 Sept 2026; AGM via VC/OAVM.