Key Board Approvals

The Board of Directors, in a meeting held from 1:30 pm to 2:30 pm on November 7, 2026, approved the following items:

1. Financial Results: Approved the Standalone and Consolidated Un-Audited Financial Results along with the Limited Review Report for the quarter and half year ended September 30, 2026.

2. Acquisition: Approved an investment to acquire a 99.98% stake in M/s. SACHMAAS FOODS, a partnership firm.

3. Appointment: Appointed Mr. Jayesh Dhirajlal Shah (DIN: 08253234) as an Additional Director, designated as an Executive Director, effective November 7, 2026, subject to shareholder approval.

4. Appointment: Approved the appointment of Ms. Alesha Hakim Khan (ICSI Membership No.: A55659) as the Company Secretary and Compliance Officer, effective November 7, 2026.

5. Postal Ballot: Approved the Draft Postal Ballot Notice to obtain shareholder approval for the agenda items.

6. Scrutinizer: Approved the appointment of Mr. Nikunj Kanabar (Sole Proprietor of M/s Nikunj Kanabar & Associates), Practicing Company Secretaries, as the Scrutinizer for the E-voting process.

7. Record Date: Approved the cut-off/record date of November 6, 2026, for the submission of the Postal Ballot Notice and the entitlement of shareholders for E-Voting.

Detailed Financial Results (Standalone)

Income Statement (Quarter ended September 30, 2026)

  • Revenue from Operations: ₹14,208.17 Lakhs (Q2 FY26: ₹10,320.73 Lakhs)
  • Other Income: ₹314.87 Lakhs
  • Total Income: ₹14,523.05 Lakhs
  • Total Expenses: ₹13,876.72 Lakhs
  • Profit Before Tax (PBT): ₹646.32 Lakhs (Q2 FY26: ₹221.23 Lakhs)
  • Total Tax Expense: ₹165.65 Lakhs
  • Profit for the period/Net Profit: ₹480.67 Lakhs (Q2 FY26: ₹134.91 Lakhs)
  • Other Comprehensive Income: ₹0.83 Lakhs
  • Total Comprehensive Income: ₹481.50 Lakhs
  • Basic Earnings Per Share (EPS): ₹0.06 (Face Value ₹1)
  • Diluted Earnings Per Share (EPS): ₹0.02

Income Statement (Half-Year ended September 30, 2026)

  • Revenue from Operations: ₹26,314.08 Lakhs (H1 FY26: ₹21,371.62 Lakhs)
  • Other Income: ₹358.97 Lakhs
  • Total Income: ₹26,673.06 Lakhs
  • Total Expenses: ₹25,585.10 Lakhs
  • Profit Before Tax (PBT): ₹1,087.96 Lakhs (H1 FY26: ₹447.19 Lakhs)
  • Total Tax Expense: ₹228.83 Lakhs
  • Profit for the period/Net Profit: ₹859.12 Lakhs (H1 FY26: ₹301.51 Lakhs)
  • Other Comprehensive Income: ₹1.55 Lakhs
  • Total Comprehensive Income: ₹860.68 Lakhs

Balance Sheet (Standalone as at September 30, 2026)

  • Total Assets: ₹44,388.81 Lakhs (Mar-26: ₹16,286.08 Lakhs)
  • Non-Current Assets: ₹26,036.15 Lakhs (Mar-26: ₹2,654.46 Lakhs), significantly increased due to a rise in Non-Current Investments to ₹23,849.77 Lakhs (Mar-26: ₹576.68 Lakhs).
  • Current Assets: ₹18,352.65 Lakhs (Mar-26: ₹13,631.62 Lakhs), with Cash and Cash Equivalents at ₹517.57 Lakhs.
  • Total Equity: ₹13,343.93 Lakhs (Mar-26: ₹9,622.70 Lakhs)
  • Paid-up Equity Share Capital: ₹9,438.06 Lakhs (Mar-26: ₹6,577.50 Lakhs), increased due to the conversion of FCCBs.
  • Total Liabilities: ₹31,044.87 Lakhs (Mar-26: ₹6,663.38 Lakhs)

Detailed Financial Results (Consolidated)

Income Statement (Quarter ended September 30, 2026)

  • Revenue from Operations: ₹44,817.56 Lakhs
  • Other Income: ₹314.87 Lakhs
  • Total Income: ₹45,132.43 Lakhs
  • Total Expenses: ₹42,796.61 Lakhs
  • Profit Before Tax (PBT): ₹2,335.82 Lakhs
  • Total Tax Expense: ₹167.14 Lakhs
  • Profit for the period/Net Profit: ₹2,168.67 Lakhs
  • Attributable to owners of parent: ₹2,104.57 Lakhs
  • Attributable to non-controlling interest: ₹64.10 Lakhs
  • Other Comprehensive Income: ₹12.24 Lakhs
  • Total Comprehensive Income: ₹2,180.91 Lakhs
  • Basic Earnings Per Share (EPS): ₹0.26 (Face Value ₹1)
  • Diluted Earnings Per Share (EPS): ₹0.07

Income Statement (Half-Year ended September 30, 2026)

  • Revenue from Operations: ₹81,786.87 Lakhs
  • Other Income: ₹358.97 Lakhs
  • Total Income: ₹82,145.84 Lakhs
  • Total Expenses: ₹78,047.03 Lakhs
  • Profit Before Tax (PBT): ₹4,098.81 Lakhs
  • Total Tax Expense: ₹230.32 Lakhs
  • Profit for the period/Net Profit: ₹3,868.49 Lakhs
  • Attributable to owners of parent: ₹3,754.12 Lakhs
  • Attributable to non-controlling interest: ₹114.36 Lakhs
  • Other Comprehensive Income: ₹8.49 Lakhs
  • Total Comprehensive Income: ₹3,876.98 Lakhs

Balance Sheet (Consolidated as at September 30, 2026)

  • Total Assets: ₹61,188.15 Lakhs (Mar-26: ₹31,103.89 Lakhs)
  • Total Equity: ₹24,812.13 Lakhs (Mar-26: ₹18,228.49 Lakhs)
  • Equity attributable to owners: ₹24,339.78 Lakhs
  • Non-controlling interest: ₹472.35 Lakhs
  • Total Liabilities: ₹36,376.02 Lakhs (Mar-26: ₹12,875.40 Lakhs)

Detailed Acquisition Terms (Sachmaas Foods)

As per Annexure I, the investment in M/s. SACHMAAS FOODS has the following specifics:

  • Target Entity: M/s. SACHMAAS FOODS (Partnership Firm)
  • Business: Manufacturing, processing, repacking, and dealing in Chick Peas (Chanas), Peanuts, and other Food Products.
  • Incorporation Date: August 30, 2020.
  • Turnover: ₹552.07 Lakhs (FY 2025-26), ₹879.99 Lakhs (FY 2024-25), ₹307.73 Lakhs (FY 2023-24).
  • Related Party Transaction: The acquisition is not a related party transaction.
  • Consideration: Cash payment of ₹1,80,00,000 (₹1.80 Crores).
  • Stake Acquired: 99.98%
  • Completion Date: November 7, 2026.
  • Rationale: To expand business and add synergy to NHC Foods' existing operations.
  • Governmental Approvals: Not Applicable.

Detailed Appointment Information

Mr. Jayesh Dhirajlal Shah (Annexure II):

  • Role: Additional Director (Executive)
  • DIN: 08253234
  • Appointment Date: November 7, 2026
  • Term: Till the date of the ensuing General Meeting, subject to shareholder approval.
  • Profile: Over 15 years of experience in the Indian food processing and FMCG sector. Currently a Partner at M/s Sachmaas Foods, spearheading operations focused on chickpeas, peanuts, and allied food products.
  • Other Directorships: Not Applicable.
  • Debarment: Not debarred from holding the office of director by SEBI or any other authority.

Ms. Alesha Hakim Khan (Annexure III):

  • Role: Company Secretary and Compliance Officer
  • ICSI Membership No.: A55659
  • Appointment Date: November 7, 2026
  • Profile: Associate member of ICSI with over 10 years of experience in Corporate Law, Securities Law, and Listing Regulations.

Other Material Information from Notes to Accounts

  • FCCB Conversion: The Board allotted 18,18,79,020 equity shares (face value ₹1) at a conversion price of ₹1.00 per share on August 25, 2026, upon partial conversion notice for FCCBs worth USD 19,00,000. This increased the paid-up capital to ₹94,38,06,060.
  • Segment Reporting: The company operates in two segments: Trading and Manufacturing.
  • Labour Codes: The company has accounted for the incremental impact of notified Labour Codes on employee benefits expenses based on draft rules and continues to monitor final notifications.
  • Audit Review: The standalone and consolidated financial results were reviewed by the statutory auditor, JMMK & Co. (ICAI Firm Reg. No: 120459W).
  • Subsidiaries: The consolidated results include NHC International L.L.C FZ, Conquer Enterprises Limited, Conquer Enterprises LLC, NHC International UK Limited, and NHC Foods (Liberia) Limited.