Vandan Foods Ltd

Vandan Foods Limited: Trading Window Closure from Thursday, October 01, 2026 till 48 hours after the declaration of Financial Results of the Company for the half-year ending September 30, 2026

AGM Details

• AGM held on 21 September 2026 at 11:30 IST via VC/OAVM.
• Remote e-voting from 17 to 20 September 2026; cut-off date 14 September 2026.
• Shareholders on the cut-off date were eligible to vote.
• Attendance: 5 promoters group and 14 public attended via VC/OAVM.
• Total resolutions passed: 8.
• Scrutinizer's report dated 22 September 2026.

Resolutions and outcomes

• Ordinary: adopt audited standalone financial statements for year ended 31 March 2026 and reports — 100% in favour.
• Ordinary: re-appoint Kalpeshkumar Bhagavandas Thakkar (Executive Director) by rotation.
• Special: loan/guarantee/security under Section 185 up to Rs 300 crore — Passed 99.90% in favour.
• Special: loans/guarantees/investments beyond limits under Section 186 up to Rs 300 crore — Passed 99.90%.
• Special: creation of charges on movable and immovable properties for borrowings Rs 300 crore — Passed 99.90%.
• Special: increase in borrowing limits up to Rs 300 crore — Passed 99.90%.
• Special: appoint Ankitkumar Surendrakumar Agrawal as Independent Director — Passed 100%.
• Ordinary: ratify remuneration payable to Cost Auditors for 2026-27 — Passed 100%.

Director changes

• Appointed Ankitkumar Surendrakumar Agrawal as Independent Director.
• Kalpeshkumar Bhagavandas Thakkar re-appointed as Director by rotation.

Auditors and remuneration

• Remuneration payable to Cost Auditors for 2026-27 ratified.

Other material approvals

• Borrowing limit increased to Rs 300 crore and related security and charges.

AGM Details

• Date and time: 21 September 2026, at 11:30 a.m.
• Mode: conducted via two-way video conferencing and other audio-visual means.
• Quorum present; meeting lasted until 11:56 a.m.
• Voting window extended by 15 minutes after conclusion.

Resolutions and voting progress

• Ordinary: Adopt Audited Standalone Financial Statements and reports.
• Ordinary: Re-appoint Kalpeshkumar Thakkar as Executive Director.
• Special: Grant of loan, guarantee or security up to Rs 300 crore.
• Special: Loans, guarantees, or investments beyond Sec 186 limits up to Rs 300 crore.
• Special: Creation of charges on movable and immovable properties for borrowings up to Rs 300 crore.
• Special: Increase in borrowing limits up to Rs 300 crore.
• Special: Appointment of Ankitkumar Surendrakumar Agrawal as Independent Director.
• Ordinary: Ratify remuneration payable to Cost Auditors for FY 2026-27.
• Voting results to be disseminated to stock exchange and posted on the company website.

Financial performance

• Revenue from operations: Rs 25,963.40 lakh.
• Total income: Rs 25,966.05 lakh.
• PAT: Rs 132.37 lakh; down from prior year.
• PBT: Rs 182.36 lakh; tax Rs 41.50 lakh.
• EPS: Rs 1.72 (basic & diluted).
• Net profit margin: 0.51% for the year.

IPO & capital structure

• IPO allotment: 26,40,000 equity shares at Rs 115; size Rs 30.36 crore.
• Listed on BSE SME Platform; Scrip Code 544436; Symbol: VANDAN.
• Paid-up share capital after IPO: Rs 8.38 crore (83,84,800 shares).
• IPO proceeds utilised: Rs 30.255 crore by Mar 31, 2026.

Capex and capacity expansion

• Expanded Dhinoj facility; crushing capacity 8,400 MT/year.
• Continuous solvent extraction plant commissioned; 200 tonnes per day.
• Expansion funded by IPO contributing to top-line growth.

Governance & leadership changes

• Jitendra Patel served as MD until Feb 11, 2026; then transitioned to Chair.
• Rakeshkumar Patel appointed Managing Director from Feb 12, 2026.
• Post-year, Bachani resigned; Ankit Agrawal appointed Independent Director on Aug 6, 2026.

CSR & ESG

• CSR obligation: Rs 9.08 lakh; Rs 2.12 lakh spent in 2025-26.
• Unspent CSR Rs 6.95 lakh to be transferred to Schedule VII fund.

Audits & internal controls

• Statutory auditors: M/s Piyush Kothari & Associates; term to 2028.
• Secretarial auditor: M/s B.S. Vyas & Associates.
• Internal auditor: M/s Sarang Shivajirao Chavan & Associates.

Risks & outlook

• Outlook: capacity expansion expected to improve operating leverage.
• Key risks: raw material price volatility, working capital intensity, single site, competition, regulatory changes.

Issue Overview

• IPO of equity shares; total issue size Rs 30.36 crore; net proceeds Rs 27.37 crore after expenses.
• Main objectives per prospectus: funds to be used for IPO objects by FY26.
• No deviation from the objects reported.

Utilisation of Proceeds

• Utilisation generally as per stated objectives; no deviation reported.
• Utilised Rs 29.88 crore toward objects and related expenses up to Q2FY26.
• Zero utilization in Q1FY27; unutilised balance Rs 0.105 crore.
• Funds currently in Escrow/Public Issue Account; monitoring account closed.
• New monitoring account being opened; transfer of remaining funds upon formalities.
• Delay due to RBI circular; debit restrictions after debt exposure.
• Unutilised funds currently held in Escrow/Public Issue Account with Kotak Bank.

Governance & Compliance

• MA report provides objective view; no conflicts disclosed.
• Monitoring account closure due to RBI-debit restrictions; new account required.
• No material governance issues or undisclosed information cited.

Appointment of Independent Director

• Appointed Ankitkumar Surendrakumar Agrawal as Additional Non-Executive Independent Director w.e.f. Aug 06, 2026 for 5 years.
• Profile: Qualified Company Secretary with 8+ years in corporate secretarial and compliance functions.
• Relationship: Not related to any directors; not debarred by SEBI.

Resignation of Independent Director

• Resignation of Independent Director Manish Shrichand Bachani effective 24 July 2026 due to other professional commitments.

demat/remat request status

• No demat/remat requests were received during the quarter ended 30 June 2026.

• Regulation 74(5) not applicable as the entire shareholding is in demat form.

• Since no requests were received, there were no processing actions required by the Registrar.

• The filing does not state listing confirmation post-dematerialisation.