Jhandewalas Foods 20th AGM Notice with Expansion Plans

Total Income FY26: ₹175.83 crore (FY25: ₹86.64 crore)
Total Expenditure FY26: ₹168.44 crore (FY25: ₹80.67 crore)
Profit Before Tax FY26: ₹6.04 crore (FY25: ₹6.01 crore)
Profit After Tax FY26: ₹6.25 crore (FY25: ₹5.93 crore)
Fixed Assets: ₹8.41 crore, with ₹5.92 crore in immovable assets
Problem Assets: ₹5.76 crore immovable assets lack proper title deeds
Loan Defaults: Axis Bank ₹4.53 crore, ACME Resources ₹1.68 crore
Contingent Liabilities: GST dispute ₹65.40 lakh, Param Dairy dispute ₹386.77 lakh

AGM Date: July 15, 2026 at 09:30 AM through VC/OAVM
Cut-off Date: July 8, 2026 for determining members entitled to vote
Book Closure: July 8, 2026 to July 14, 2026
Remote e-Voting Period: July 12, 2026 (09:00 AM) to July 14, 2026 (05:00 PM)
Financial Year: April 1, 2025 to March 31, 2026

Board of Directors:

Key Managerial Personnel:

Auditors:

Registrar & Transfer Agent: Bigshare Services Private Limited

Bankers: Bank of Baroda, ICICI Bank Limited

Ordinary Business:

1. Adoption of Audited Financial Statements for FY ended March 31, 2026

2. Re-appointment of Mr. Raakesh B Kulwal as Director liable to retire by rotation

Special Business:

3. Ratification of appointment of M/s Sidhi Maheshwari & Associates as Secretarial Auditor

4. Ratification of appointment of M/s Jain Chowdhary & Co. as Statutory Auditors

5. Special Resolution: Alteration of Main Object Clause of Memorandum of Association to include:

Capital Structure Changes:

Preferential allotment of 30,00,000 equity shares at ₹10 face value + ₹61 premium
Issuance of 29,50,000 convertible warrants at ₹71 per warrant
Conversion of 19,94,712 warrants to equity shares during December 2025
Resulting dilution and capital infusion of ₹21.30 crore

Asset Ownership Issues:

₹5.76 crore immovable properties not registered in company's name
Properties held in names of promoters and relatives: Raakesh B Kulwal (₹1.29 crore), Renu Koolwal (₹3.74 crore), Bhanwar Lal Koolwal (₹73.36 lakh)
Management actively pursuing regularization of title documentation

Insolvency Proceedings:

NCLT Jaipur admitted insolvency petition (CP No. (IB)-26/9/JPR/2023) on July 4, 2025
NCLAT granted stay on CIRP order on July 15, 2025
Matter sub judice, appeal pending before NCLAT
Status on MCA portal shows "Under Corporate Insolvency Resolution Process (CIRP)"

Significant transactions with related parties including:

Harinarayan Gyarsilal: Sales ₹3.17 crore, Purchases ₹1.63 crore, Commission ₹15.20 lakh
Raakesh B Kulwal: Salary ₹18 lakh, Loan received ₹1.94 crore, Loan repaid ₹4.34 crore
Various family members: Sales, salaries, and loan transactions

Statutory Auditor Remarks:

1. Material uncertainty regarding going concern due to NCLT/NCLAT proceedings

2. ₹5.76 crore immovable assets without proper title deeds in company's name

3. Defaults in repayment of borrowings to Axis Bank (₹4.53 crore) and ACME Resources (₹1.68 crore)

4. Business activities in cattle feed and oil products may exceed existing MOA object clause

Secretarial Auditor Remarks:

1. CIRP proceedings create material uncertainty

2. Business activities beyond existing object clause require MOA alteration

3. Immovable properties not held in company's name

4. Defaults in borrowing repayments

5. Pending statutory litigations including income tax and GST demands

Board held 6 meetings during FY25-26
Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee
Vigil Mechanism/Whistle Blower Policy in place
No frauds reported by auditors under section 143(12)
No pending investor complaints as of March 31, 2026

Present in more than 11,000 retail stores
Network of 500 distributors across India
Products include ghee, oils, pasta, spices under brands: Naman, Godhenu, Nutri Flakes, Sweet Bites, Yumm Yoo, Polki