Key Decisions and Approvals

A. Preferential Issue of Convertible Warrants

The Board approved a proposal to raise funds through a preferential issue of convertible warrants, subject to shareholder and regulatory approvals.

  • Total Fundraise: ₹6.60 Crore
  • Instrument: Issuance of up to 22,00,000 (Twenty-two Lakh) convertible warrants
  • Conversion: Each warrant is convertible into one equity share of face value ₹5 each
  • Issue Price: ₹30.00 per warrant, which includes a premium of ₹25.00
  • Pricing Compliance: The issue price was determined in compliance with Regulation 165 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations).

Proposed Allottees (Non-Promoter/Public Category):

  • Mr. Sudhir Avasthi (Managing Director, Key Managerial Personnel) - 11,00,000 warrants
  • Mr. Deepankar Barat (President, Key Managerial Personnel) - 11,00,000 warrants

Post-Issue Holding (on Fully Diluted Basis):

  • Mr. Deepankar Barat's holding is expected to be 3.96% upon full conversion of his allotted warrants. A similar percentage is implied for Mr. Sudhir Avasthi, though not explicitly stated for him in the provided annexure.

Warrant Terms:

  • Conversion Period: Warrants are convertible at any time within 18 months from the date of allotment.
  • Conversion Method: Conversion can be exercised in one or more tranches.
  • Conversion Condition: Full payment of the warrant price is required before exercising the conversion option.
  • Adjustment Clause: The conversion ratio is subject to standard adjustments for corporate actions such as bonus issues, rights issues, stock splits, consolidations, demergers, or other similar events.

B. Convening of Extraordinary General Meeting (EGM)

The Board approved convening an EGM to seek shareholder approval for the preferential issue.

  • EGM Date: Monday, July 27, 2026
  • Record Date/Cut-off Date: Friday, June 26, 2026 (for determining eligibility of shareholders to receive the EGM notice)
  • Scrutinizer: Ms. Kamlesh Gupta (Practicing Company Secretary, Membership No. A13862) was appointed to conduct the e-voting process.

Additional Information

  • Board Meeting Timing: Commenced at 11:30 AM IST and concluded at 12:35 PM IST on June 30, 2026.
  • Regulatory Compliance: The disclosure is being made under SEBI Listing Regulations and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.
  • Website Upload: The information will be uploaded to the company's website (www.milkfoodltd.com) in compliance with Regulation 46 of the SEBI Listing Regulations.