Chatha Foods board of directors approved a material related-party transaction worth up to ₹40 crore and regularized an independent director on August 25, 2026.

The company also scheduled its 29th annual general meeting for September 28, 2026.

Related-Party Transaction Details

The board recommended shareholder approval for a transaction with its subsidiary, Allana CF Foods Private Limited. The deal involves a corporate guarantee and security in favor of Kotak Mahindra Bank.

The guarantee covers credit facilities availed by the subsidiary, including:

• A term loan facility with a tenure of 60 months
• An overdraft facility with a tenure of 12 months

The aggregate amount covered by the corporate guarantee is ₹15 crore. The company disclosed that this creates a contingent liability, impacting the balance sheet only if the subsidiary fails to meet repayment obligations.

Director Regularization

The board proposed the regularization of Ms. Divya Babel as a non-executive independent director. Her term is set for five years, commencing from March 11, 2026, and ending on March 10, 2031.

Ms. Babel, a Chartered Accountant with over 10 years of experience in financial operations and compliance, was initially appointed as an additional director. The regularization is subject to shareholder approval at the upcoming AGM.

AGM Schedule

The 29th annual general meeting will be held via video conference and other audio-visual means on September 28, 2026, at 12:30 pm.

Shareholders can exercise remote e-voting between September 25, 2026, at 9:00 am and September 27, 2026, at 5:00 pm. E-voting during the AGM will take place on the day of the meeting.

Ms. Koina Gupta, a practicing company secretary, has been appointed as the scrutinizer for the voting process.

Chatha Foods Limited has entered into a supplementary agreement with Frigorifico Allana Private Limited (FAPL) on August 07, 2026, to revise the governance and capital structure of their joint venture, Allana CF Foods Private Limited. The modification formally records a strategic realignment between the two entities, shifting the equity shareholding ratio of the joint venture to 51:49 in favor of Chatha Foods Limited.

The filing was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company confirmed that neither party is related to the promoter group, and the transaction does not constitute a related party transaction.

Capital Restructuring

The supplementary agreement mandates an increase in the authorized share capital of the joint venture to ₹42,00,00,000 (₹42 crore). This comprises Equity Share Capital of ₹41,00,00,000 (₹41 crore) and Compulsorily Convertible Preference Share Capital (CCPS) of ₹1,00,00,000 (₹1 crore). The paid-up share capital will be increased accordingly to reflect this new structure.

To achieve the revised 51:49 equity split, FAPL will subscribe to additional instruments in the joint venture. The details of the issuance are as follows:

FAPL will subscribe to equity shares with an aggregate consideration of up to ₹10,80,50,000 (₹10.80 crore). Additionally, the joint venture will issue and allot CCPS with an aggregate issue value of ₹79,50,000 (₹79.50 lakh) to FAPL.

Governance Changes

The board composition of Allana CF Foods Private Limited will be reconstituted under the new agreement. The Board of Directors will comprise four directors in total. Both Chatha Foods Limited and Frigorifico Allana Private Limited will have the right to nominate two directors each, ensuring balanced representation despite the shifted equity ratio.

What the Numbers Show

The restructuring indicates a deliberate move to consolidate control while maintaining operational partnership. By increasing FAPL’s capital contribution through both equity and CCPS, the joint venture secures additional funding without diluting Chatha Foods’ majority stake beyond the agreed 51% threshold. The inclusion of CCPS suggests a structured approach to future equity conversion, potentially allowing FAPL to increase its equity stake over time based on predefined conversion triggers, although specific conversion terms were not detailed in this disclosure.