Hindustan Foods Limited shareholders have approved a proposal to increase the company's borrowing power to ₹1,300 crore. The resolution was passed at the 41st Annual General Meeting held on September 23, 2026, with 99.80% of votes cast in favour.

The meeting was conducted via Video Conference and Other Audio-Visual Means. The agenda included the adoption of audited standalone and consolidated financial statements for FY26, alongside the re-appointment of director Shrinivas Dempo, who retired by rotation.

Key resolutions put to vote

The Board of Directors proposed several ordinary and special resolutions for member approval. The most significant financial item involved authorizing the Board to borrow amounts exceeding the company's paid-up share capital, free reserves, and securities premium.

Voting results breakdown

The Consolidated Scrutinizer's Report dated September 24, 2026, confirmed that all resolutions were duly passed by the requisite majority. Voting rights were reckoned as on September 16, 2026. Remote e-voting commenced on September 20, 2026, and concluded on September 22, 2026.

For the special resolution regarding the borrowing limit (Item No. 4), 96,775,731 votes were cast in favour against 194,009 votes against. This represents a 99.80% support rate among polled votes. Similarly, the resolution to authorize charges on assets (Item No. 5) received 96,775,721 votes in favour (99.80%) against 194,019 votes against.

Ordinary resolutions saw even higher consensus:

• Financial Statements (Item 1): 90,601,621 votes in favour; 11 votes against.
• Director Re-appointment (Item 2): 94,303,631 votes in favour; 2,666,109 votes against.
• Cost Auditor Remuneration (Item 3): 96,969,524 votes in favour; 216 votes against.

Attendance and governance updates

The company reported that 59,245 shareholders were registered as of the cut-off date. A total of 60 participants attended the virtual meeting, comprising 10 from the promoter and promoter group and 50 public shareholders.

• Promoter Group: 7 via Video Conferencing, 3 through authorized representatives.
• Public Shareholders: 45 via Video Conferencing, 5 through authorized representatives.
• Proxies: No proxies were recorded for either category.

The Chairman noted that the statutory auditors, M S K A & Associates LLP, and the secretarial auditor had not reported any qualifications or adverse remarks in their reports for the financial year ended March 31, 2026.

What the Numbers Show

The voting data reveals a distinct divergence between institutional and retail sentiment on specific governance items. While the borrowing limit and asset charge resolutions saw near-unanimous support (99.80% in favour), the re-appointment of Shrinivas Dempo faced notable opposition from Public Institutions, with 18.35% of their polled votes cast against the resolution. This contrasts sharply with the Promoter Group's 100% support and Public Non-Institutions' 99.99% support for the same item. Despite this institutional pushback, the sheer weight of the Promoter Group's holding (74,935,470 shares) ensured the resolution passed comfortably with 97.25% overall support.

Hindustan Foods Limited accepted the resignation of Nikhil Vora as Non-Executive Non-Independent Director with immediate effect on September 23, 2026. The move comes amid a broader board restructuring that includes a change in designation for Shashi Kalathil.

Vora cited an increase in professional responsibilities and commitments as the reason for his departure. The Board acknowledged his contribution to the company during his tenure. No other material reasons for the resignation were disclosed in the filing submitted to stock exchanges.

Board composition changes

Concurrently, the Board approved the change in designation of Shashi Kalathil from Independent Director to Chairman, Non-Executive Non-Independent Director. This transition follows the completion of his second term as an Independent Director on the same date. Kalathil will continue to serve on the Board, liable to retire by rotation.

The company also approved the re-constitution of its Audit and Nomination and Remuneration Committees to reflect these leadership changes. The new committee structures are effective immediately.

Committee structures

The reconstituted Audit Committee and Nomination and Remuneration Committee comprise the following members:

Governance implications

The simultaneous exit of one director and the conversion of another from independent to non-independent status alters the board's independence profile. Shashi Kalathil’s shift means he no longer counts towards the independent director quota, while his continued presence on both key committees ensures continuity in oversight functions.