Lactose (India) Limited has fixed Monday, November 2, 2026 as the record date for determining the entitlement of equity shareholders of Vitanosh Ingredients Private Limited to receive shares in the Transferee Company.

This decision follows the Board of Directors' meeting held on October 21, 2026. The move is pursuant to the Scheme of Amalgamation between Vitanosh Ingredients Private Limited (Transferor Company) and Lactose (India) Limited (Transferee Company), which received approval from the National Company Law Tribunal (NCLT), Ahmedabad Bench on August 5, 2026.

Share exchange ratio and allotment details

Under the approved scheme, shareholders of the Transferor Company will receive fully paid-up equity shares of the Transferee Company based on a specific exchange ratio. The allotment will be made in accordance with the terms outlined in the scheme sanctioned by the NCLT.

Regulatory approvals and board proceedings

The fixation of the record date was approved by the Board of Directors during their meeting on Wednesday, October 21, 2026. The meeting commenced at 11:00 am and concluded at 11:15 am. This action is taken in compliance with Regulation 30 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The amalgamation involves the transfer of all assets, liabilities, rights, duties, obligations, and liabilities of the Transferor Company to the Transferee Company. The NCLT order dated August 5, 2026, paved the way for this procedural step, allowing the company to finalize the timeline for shareholder entitlements.

Lactose (India) Limited shareholders approved all agenda items at the company's 35th Annual General Meeting held on September 30, 2026. The meeting, conducted via video conferencing, saw the passage of resolutions regarding FY26 financial statements, director re-appointments, and remuneration adjustments with overwhelming support.

The proceedings began at 12:00 noon and concluded by 12:25 pm with the requisite quorum present. Mr. Atul Maheshwari, Chairman and Managing Director, presided over the meeting, while Mr. Ritesh Pandey served as the Company Secretary and Compliance Officer. The auditor's report for FY26 was noted to have no qualifications, observations, or comments regarding the company's financial transactions.

Key resolutions passed

Shareholders voted on six agenda items, ranging from routine adoption of accounts to specific changes in executive compensation and auditor appointments. The voting process included remote e-voting from September 27 to September 29, 2026, alongside electronic voting during the live session. The consolidated scrutinizer's report, submitted by Priti Jajodia of Jajodia and Associates, confirmed that all resolutions were passed with requisite majority.

Governance and shareholder engagement

The meeting facilitated direct interaction between management and investors. Five shareholders registered as speakers to address the board. Mr. Keshav Garg participated actively, posing questions that were addressed by Mr. Atul Maheshwari. The remaining registered speakers, Mrs. Lekha Shah, Gaurav Sud HUF, Mr. Manjit Singh, and Mr. Satish Shah, did not attend the virtual session.

Mrs. Priti Jajodia was appointed as the scrutinizer for the voting process. The combined results of the remote e-voting and electronic voting conducted during the AGM are scheduled to be displayed on the company's website and the BSE platform where its shares are listed. The company confirmed that all regulatory compliances under SEBI and MCA circulars were adhered to during the virtual meeting format.

Voting participation dynamics

The voting data reveals a distinct pattern in shareholder participation across different agenda items. Resolutions concerning the core financial statements and cost auditor appointment attracted the highest vote count, with 6,010,604 votes cast in favor. In contrast, resolutions related to executive remuneration and related party transactions saw a significantly lower total vote count of 745,290. This suggests that a substantial portion of the voting base either abstained from or did not participate in votes concerning management compensation and related-party dealings, despite the overwhelming support from those who did vote. Notably, dissent remained negligible at just 7 votes across all six resolutions, indicating strong alignment among participating shareholders with the board's proposals.

Detailed voting breakdown

New disclosure data provides granular insight into how different shareholder categories voted. For the adoption of financial statements (Resolution 1), promoters and promoter group voted 5,378,241 shares in favor, representing 79.64% of their holding. Public non-institutional shareholders voted 632,370 shares, with 632,363 in favor and 7 against. Institutional shareholders held 77,920 shares but cast zero votes on this resolution.

A similar trend was observed for the cost auditor appointment (Resolution 6), where promoters voted 5,378,241 shares in favor. However, for executive remuneration and related party transactions (Resolutions 3, 4, and 5), promoter participation dropped significantly. Promoters voted only 112,920 shares in favor for these items, representing just 1.67% of their holding. Public non-institutional shareholders maintained consistent participation, voting 632,370 shares on these items as well. This indicates that while public shareholders engaged broadly across all agenda items, promoter group engagement was concentrated primarily on core governance matters like financials and statutory auditor appointments.