Notice of 34th Annual General Meeting of the company
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The 34th AGM of Himalaya Food International Ltd will be held on Tuesday, September 30, 2025 at 5:00 PM via Video Conferencing (VC/OAVM). Ordinary business includes adopting FY25 audited financial statements, re-appointing Mrs. Sangita Malik (DIN: 02428506) as director (retiring by rotation), and appointing M/s Garg Bros & Associates as new statutory auditors in place of M/s. Sharma Kumar & Associates. Key special resolutions seek approval to sell non-core land assets in Shubhkhera (Himachal Pradesh), Kotputli (Rajasthan), and Industrial Area Paonta Sahib, with proceeds earmarked for business operations and expansion. Shareholders will also vote on increasing authorized share capital from Rs. 90 crore to Rs. 125 crore (12.5 crore equity shares of Rs. 10 each), approving a fresh equity issue of up to Rs. 40 crore via rights issue or follow-on public offer, and allowing promoter/promoter group loans up to Rs. 20 crore with an option to convert into equity shares. Additionally, a special resolution seeks approval to increase the managerial remuneration of Managing Director Mr. Man Mohan Malik (DIN: 00696077) beyond SEBI LODR thresholds, with minimum remuneration payable even in the absence of adequate profits.
Multiple fundraising-related resolutions (Rs. 40 crore fresh equity issue, Rs. 20 crore promoter loan with equity conversion option, and a ~39% jump in authorized capital) signal potential equity dilution for existing shareholders. The asset sale plus capital raise suggests the company is raising funds for expansion or to address liquidity needs. The MD remuneration hike, payable even without profits, is a negative governance signal for minority shareholders.