Correction of Typographical Error
The company clarifies that due to an inadvertent typographical error, the name of the subsidiary was wrongly mentioned as "NHC FOODS UK LIMITED" in the previous announcement. The correct legal name of the entity is "NHC INTERNATIONAL UK LIMITED". All other contents of the board meeting outcome remain unchanged.
Investment Details
The Board of Directors of NHC Foods Limited has approved an investment aggregating to USD 24,295,000 (equivalent to £18,043,000 at an applied exchange rate of 0.7426631 GBP per USD) in NHC International UK Limited, its wholly-owned foreign subsidiary company.
This investment is made in furtherance of the utilization of proceeds from the Foreign Currency Convertible Bonds (FCCBs) as contemplated under the Offering Circular dated May 27, 2026. The FCCB issuance was for an aggregate amount not exceeding USD 27 million (approximately INR 258 crore).
Regulatory Background
The FCCB issuance was approved through:
- Consent of members obtained via Postal Ballot on March 19, 2026
- In-principle approval from Bombay Stock Exchange (LOD/FCCB/MV/FIP/146/2026-27 dated April 28, 2026)
- Board meeting approvals on May 27, 2026 (offering circular) and May 29, 2026 (allotment)
Transaction Specifics
- Investment Amount: USD 24,295,000 (£18,043,000 equivalent)
- Consideration: Cash
- Shares to be Allotted: 18,043,000 new Ordinary shares of £1.00 each
- Resulting Ownership: 100% shareholding maintained
- Transaction Type: Not a related party transaction as it involves a wholly-owned subsidiary
- Industry: Same line of business as NHC Foods Limited (food processing)
Subsidiary Company Details
- Name: NHC International UK Limited
- Incorporation Date: April 20, 2026
- Country: England, United Kingdom
- Legal Structure: Private company limited by shares, registered with Registrar of Companies for England and Wales
- Current Paid-up Capital: 1,000 Ordinary Shares of GBP 1 each
- Turnover: Not applicable (yet to commence business operations)
Regulatory Approvals
No governmental or regulatory approvals are required for this acquisition as it falls under the Automatic Route in terms of the applicable provisions of the Foreign Exchange Management Act, 1999. The company will obtain any required approvals at subsequent stages as needed.
Timeline
The indicative time to complete necessary procedures under Overseas Direct Investment is approximately 10-15 days.
Board Meeting Details
The Board Meeting commenced at 5:30 pm and concluded at 6:00 pm on the date of the resolution.