NHC Foods has confirmed the book closure period for its 34th Annual General Meeting (AGM), scheduled for September 25, 2026. The register of members will remain closed from September 19 to September 25, 2026, inclusive. This cut-off determines eligibility for voting on key resolutions, including a ₹53.76 crore warrant issue.

The Board of Directors approved the AGM agenda during a meeting on September 1, 2026. The company also appointed M/s. Nikunj Kanabar & Associates as its secretarial auditor for five years, effective September 1, 2026.

Auditor Transition Details

The outgoing auditor, M/s. DM & Associates Company Secretaries LLP, ceased operations on August 31, 2026. The firm cited internal resource allocation and professional commitments as reasons for stepping down. It confirmed no other material reasons for the resignation.

M/s. Nikunj Kanabar & Associates brings over eight years of experience in corporate secretarial compliance and governance. The Mumbai-based firm specializes in Companies Act, SEBI regulations, FEMA, and stock exchange compliance. The new firm will conduct the secretarial audit for financial years 2026-27 through 2030-31, subject to shareholder approval at the upcoming annual general meeting.

Preferential Allotment of Convertible Warrants

The company proposes to issue up to 25,60,00,000 convertible warrants on a preferential basis to non-promoter category allottees. The issue price is set at ₹2.10 per warrant, aggregating to ₹53.76 crore.

Satyam S Joshi HUF, where Satyam Shirishchandra Joshi serves as Managing Director, is the largest proposed allottee with 14,00,00,000 warrants. Other allottees include Janak Jitendra Doshi, Manish Chanda HUF, and various relatives of directors.

The warrants carry an exercise period of 18 months from the date of allotment. Upon conversion, equity shares will be allotted pari passu with existing shares. The proceeds will be utilized for capital expenditure, working capital requirements, general corporate purposes, and issue-related expenses.

Borrowing and Investment Limits

Shareholders will be asked to approve an enhancement in limits under Section 180(1)(a) and Section 180(1)(c) of the Companies Act, 2013. The current limit of ₹500 crore is proposed to be increased to ₹2,000 crore for selling, leasing, or transferring assets and for borrowing money.

Additionally, the company seeks approval under Section 185 and Section 186 of the Companies Act, 2013, to advance loans, give guarantees, or make investments up to ₹2,000 crore. This increase aims to provide greater financial flexibility and support business expansion plans.

Authorised Share Capital Increase

The company proposes to increase its authorised share capital from ₹100 crore to ₹2,000 crore. This involves increasing the number of equity shares from 100 crore to 2,000 crore, each with a face value of ₹1. The paid-up share capital remains at ₹76.19 crore as of March 31, 2026.

AGM Schedule and Logistics

The company scheduled its 34th Annual General Meeting for September 25, 2026, at 12:30 pm. Shareholders must be on record during the book closure period to attend or vote. The register of members will remain closed from September 19, 2026, to September 25, 2026, inclusive. This cut-off date determines eligibility for voting on resolutions set out in the AGM notice.

E-Voting and Communication

The Notice calling the AGM along with the Annual Report for FY25-26 will be sent only by electronic mode to members whose email addresses are registered. Documents are also available on the company website and BSE Limited.

Members holding shares in dematerialized mode must register or update their email addresses with their Depository Participants. Physical mode shareholders should contact the Registrar and Share Transfer Agent, Skyline Financial Services Private Limited, or the company directly.

NHC Foods Board of Directors approved a preferential issue of convertible warrants aggregating to ₹53.76 crore in its meeting on August 25, 2026. The capital raise follows a strong Q1FY27 performance where the company reported a 924% year-on-year increase in consolidated net profit.

The company approved the issue of up to 25,60,00,000 convertible warrants on a preferential basis to non-promoter investors. The warrants are priced at ₹2.10 each. Investors must pay 25% of the price upfront, with the balance payable upon conversion. Each warrant can be converted into one equity share within 18 months of allotment. The issuance is subject to shareholder approval via a special resolution at the upcoming Annual General Meeting (AGM) on September 23, 2026.

Capital Structure Changes

The board also approved an increase in the company’s authorised share capital from ₹100 crore to ₹2,000 crore. This increase involves raising the number of equity shares from 10 crore to 20 crore, with a face value of ₹1 each.

Additionally, the company allotted 18,18,79,020 fully paid-up equity shares following the partial conversion of 19 Foreign Currency Convertible Bonds (FCCBs) held by Emerging Market Opportunities Ltd. The conversion was executed at a price of ₹1 per share, based on an exchange rate of ₹95.7258 per USD on August 24, 2026. Consequently, the paid-up equity share capital stands at ₹94,38,06,060, divided into 94,38,06,060 shares. Post-conversion, 240 FCCBs with a principal amount of USD 1,00,000 remain outstanding.

Management Changes

Mr. Manoj Kumar Sharma resigned as Chief Financial Officer (CFO) effective August 25, 2026, citing personal reasons. The board appointed Mr. Pradeep Agarwal as the new CFO, effective September 1, 2026. Mr. Agarwal is a Chartered Accountant with over 25 years of experience in finance, including roles in IT, infrastructure, and manufacturing sectors.

Investor Details

The preferential issue targets several non-promoter investors, with the largest allocation going to the Managing Director's family trust. The table below outlines the proposed allotment:

Note: Post-issue shareholding assumes full exercise of warrants and includes shares from FCCB conversion.

What the Numbers Show

The significant allocation to Satyam S Joshi HUF, which accounts for approximately 54.7% of the total warrant issuance, indicates a concentrated capital raise among specific non-promoter entities. This increased financial participation by management aligns with the reported 924% YoY surge in Q1FY27 consolidated net profit, signaling strong confidence in the company's growth trajectory following its recent FCCB conversion.

Regulatory Disclosures

The trading window for dealing in NHC Foods securities remains closed until 48 hours after the declaration of the board meeting outcome, in accordance with SEBI insider trading regulations. The company will hold its 34th AGM on September 23, 2026, via video conferencing to seek shareholder approval for these proposals.