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.

NHC Foods Limited reported a consolidated net profit of ₹1,699.81 lakh for the quarter ended June 30, 2026, marking a substantial increase from ₹166.60 lakh in the same period of FY25. The company’s revenue from operations rose 234% year-on-year to ₹36,969.31 lakh, up from ₹11,050.90 lakh previously. This growth was primarily driven by its international trading segment, which contributed significantly to the top-line expansion. Standalone net profit also grew to ₹378.45 lakh from ₹166.60 lakh in the prior year quarter.

The Board of Directors approved the unaudited standalone and consolidated financial results on August 12, 2026, pursuant to Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Statutory auditors JMMK & Co., led by partner Jitendra Doshi, conducted a limited review of the financial statements and expressed an unmodified opinion. The results were prepared in accordance with Indian Accounting Standard 34 (Ind AS 34) "Interim Financial Reporting" as prescribed under Section 133 of the Companies Act, 2013.

Financial Performance Overview

The company’s consolidated total income reached ₹37,013.41 lakh, compared to ₹11,059.56 lakh in Q1FY25. Total expenses stood at ₹35,250.42 lakh, up from ₹10,833.60 lakh in the previous year quarter. Profit before tax increased to ₹1,762.99 lakh from ₹225.96 lakh. Total tax expense remained relatively stable at ₹63.18 lakh against ₹59.36 lakh in the prior period.

On a standalone basis, revenue from operations was ₹12,105.91 lakh, compared to ₹11,050.90 lakh in Q1FY25. Standalone profit before tax was ₹441.63 lakh, up from ₹225.96 lakh. Basic earnings per share for the standalone entity stood at ₹0.06, compared to ₹0.03 in the prior year quarter.

Segmental Analysis

NHC Foods operates through Trading and Manufacturing segments. The international trading segment emerged as the key growth driver, reporting revenue of ₹24,863.40 lakh and a segment result of ₹1,321.36 lakh. In contrast, domestic trading revenue was ₹11,682.04 lakh with a segment result of ₹394.78 lakh. The manufacturing segment reported revenue of ₹440.73 lakh and a result of ₹153.94 lakh.

What the Numbers Show

The disproportionate growth in international trading revenue compared to domestic operations highlights the company’s expanding global footprint. While domestic trading revenue grew modestly, international trading more than doubled its contribution, accounting for approximately 67% of total consolidated revenue. This shift suggests that NHC Foods is increasingly leveraging its overseas subsidiaries, including NHC International LLC-FZ and NHC International UK Ltd., to drive profitability. The surge in unallocated assets and liabilities in the consolidated balance sheet may indicate ongoing investments or restructuring activities related to these international expansions.

Corporate Actions

On June 24, 2026, the Board allotted 10,41,77,040 fully paid equity shares of face value INR 1/- each at a conversion price of INR 1/- per share to the FCCB holder. This followed the partial conversion of 11 FCCBs with a principal value aggregating to USD 11,00,000. Additionally, the company incorporated NHC International UK Limited as a wholly owned foreign subsidiary on April 20, 2026, which has now been included in the consolidated financial results.