Leo dryfruits & spices trading Limited has announced the successful incorporation of its subsidiary company, Vandu Food Processing Private Limited, on February 9, 2026. This strategic move represents the company's expansion into the food processing segment, with Leo Dryfruits acquiring a controlling stake in the newly formed entity.

Subsidiary Incorporation Details

The incorporation was completed under the provisions of the Companies Act, 2013, with Leo Dryfruits & Spices Trading Limited subscribing to 51% of Vandu Food Processing's paid-up equity share capital through cash consideration at face value. This majority shareholding establishes Vandu Food Processing as a subsidiary of the parent company.

Financial Structure and Capitalization

Vandu Food Processing has been established with a modest capital structure appropriate for a newly incorporated entity. The subsidiary's financial framework provides a solid foundation for its planned business operations.

Business Objectives and Operations

The subsidiary has been established with comprehensive business objectives in the food processing sector. Vandu Food Processing will engage in multiple aspects of food product handling and distribution, creating a vertically integrated operation that complements the parent company's existing business model.

The company's primary business activities will include:

• Processing, manufacturing, and grading of food products
• Roasting, packing, and storing operations
• Trading, importing, and exporting activities
• Marketing of cashew nuts and other food products
• Handling dry fruits, nuts, spices, and allied edible products

Strategic Alignment and Regulatory Compliance

The incorporation aligns with Leo Dryfruits & Spices Trading Limited's expansion strategy in the food processing segment. The transaction was completed without requiring separate governmental approvals beyond the standard incorporation process under the Companies Act, 2013.

As a newly incorporated entity, Vandu Food Processing has become a related party of Leo Dryfruits & Spices Trading Limited. However, the transaction does not constitute a related party transaction at the time of incorporation, and promoters have no interest in the subsidiary except through their shareholding in the parent company.

Regulatory Disclosure

The company has fulfilled its disclosure obligations under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing comprehensive details about the subsidiary incorporation to BSE Limited. This follows an earlier intimation dated December 16, 2025, regarding the planned incorporation of the subsidiary.

Niraj Rajnikant Shah and his associate Ami Niraj Shah have filed a disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting significant share transactions in Leo Dryfruits & Spices Trading Limited. The disclosure, dated January 22, 2026, covers transactions executed between January 20, 2025, and January 22, 2026, through open market operations.

Transaction Details and Holdings

The disclosure reveals a complex series of transactions involving both acquisitions and disposals by the two investors, who are classified as Persons Acting in Concert (PAC) but do not belong to the promoter group.

Net Position Changes

The transactions resulted in a net increase in the combined shareholding of the PAC from 6.25% to 7.58%, representing an increase of 1.33 percentage points. Niraj Rajnikant Shah's individual holding increased from 2.34% to 3.67%, while Ami Niraj Shah's holding remained unchanged at 3.91%.

Company Share Capital Structure

Leo Dryfruits & Spices Trading Limited's equity structure remained stable throughout the transaction period:

Regulatory Compliance

The disclosure was made in compliance with SEBI regulations governing substantial acquisitions and takeovers. The transactions were executed through open market purchases and sales, with no involvement of preferential allotments, rights issues, or other special arrangements. The filing confirms that no shares were encumbered, and no voting rights were acquired through instruments other than equity shares.

Market Operations

All transactions were conducted through open market operations on BSE Limited, where Leo Dryfruits & Spices Trading Limited's shares are listed. The extended transaction period from January 20, 2025, to January 22, 2026, suggests a systematic approach to share accumulation and disposal rather than a single large transaction.