Spice Islands Industries Limited appointed Prof. (Dr.) Gurudayal Singh Toteja as an Additional Director in the Non-Executive & Independent Director capacity for a term of five years commencing from July 18, 2026. The Board also approved the execution of a Joint Venture and Commercialisation Agreement with Globalone Enterprises Private Limited for the HYMAX Green Energy Project. Additionally, the company approved entering into a Business Operation and Management Agreement with The Cloud Water to operate a packaged drinking water plant.

The Board of Directors approved the appointment of Prof. (Dr.) Gurudayal Singh Toteja (DIN: 10233863) based on the recommendation of the Nomination and Remuneration Committee. The appointment is subject to the approval of the Members of the Company. Prof. (Dr.) Toteja is a distinguished public health professional with over 40 years of experience and is not related to any Director, Key Managerial Personnel, or Promoter of the company.

The Joint Venture and Commercialisation Agreement with Globalone Enterprises Private Limited aims to implement the HYMAX Green Energy Project. The initial Proof of Concept (POC) involves the deployment of ten HYMAX Green Energy Systems with an estimated project cost of ₹3.00 crore. The funding for the POC will be shared in a 75:25 ratio between the company and Globalone Enterprises Private Limited. The parties intend to incorporate a subsidiary or project vehicle for the implementation, with equal participation subject to regulatory approvals.

The Board approved a proposal to enter into a Business Operation and Management Agreement with The Cloud Water, a proprietorship concern of Mrs. Chetanaben Harshadbhai Patel. Under the agreement, the company will undertake the operation and management of the packaged drinking water plant at its own cost and risk. The company will bear 100% of the operational expenditure, including machinery rent of ₹1,30,000 per month and factory rent of ₹40,000 per month, and will be entitled to 100% of the net business profits. The agreement is proposed to be executed during the ensuing week.

Board Meeting Outcomes

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE882D01017/416e5fdd-0a6d-44a1-81b8-d79c72fcd3ed.pdf

Spice Islands Industries Limited will seek shareholder approval to sub-divide its equity shares and declare a final dividend at its 38th Annual General Meeting scheduled for August 07, 2026. The meeting, to be held via video conferencing, also includes resolutions to approve material related party transactions and re-designate a senior director as Managing Director and Vice Chairman.

The Board has recommended the sub-division of every one equity share with a face value of ₹10 into five equity shares of ₹2 each. This move aims to enhance liquidity and make shares more affordable for retail investors. Consequently, the authorized share capital will be revised to 7,50,00,000 equity shares of ₹2 each, maintaining the total capital at ₹15,00,00,000. The issued and subscribed paid-up share capital will adjust to 3,11,66,620 shares of ₹2 each.

Shareholders will also consider the declaration of a final dividend of ₹0.60 per share for the financial year ended March 31, 2026. The Board had previously declared two interim dividends of ₹0.50 each during the year. The company has fixed Friday, July 31, 2026, as the record date to determine member entitlement for the dividend.

A special resolution proposes the re-designation of Mr. Sandeep Jamnadas Merchant from Whole-time Director to Managing Director and Vice Chairman effective July 03, 2026, for the remainder of his term ending November 07, 2028. The Board has also appointed Dr. Huzaifa Habil Khorakiwala and Mr. Nikhil Saran Mathur as Non-Executive Directors.

The company seeks approval for material related party transactions with entities involving key management personnel. Transactions with entities linked to Mr. Faraaz Irfan Chapra, including Chapra Capital Ventures Private Limited, are capped at ₹350 crore. Approvals are also sought for transactions with entities linked to Mr. Sandeep Jamnadas Merchant, such as Krishna Global Industries, up to ₹150 crore, and with Dhanik Food & Beverages Private Limited, linked to CEO Mr. Dhaval Girish Chheda, up to ₹20 crore.

Furthermore, the Board proposes forming a joint venture with The Peace Mission Private Limited to manufacture and market functional wellness beverages. Spice Islands Industries will hold a 60% stake in the venture, with an aggregate investment not exceeding ₹200 crore during FY 2026-27. The remote e-voting period will commence on August 04, 2026, and end on August 06, 2026.

Share Capital Structure

Related Party Transactions