Spice Lounge Food Works Ltd

Dematerialisation processing and listing status

• Physical certificates for dematerialisation were mutilated and cancelled after verification.
• Depository's name substituted as registered owner within the prescribed timeline.
• Securities dematerialised listed on exchanges where the original securities are listed.

Spice Lounge Food Works Limited closes trading window from October 1, 2026 until 48 hours after the Board Meeting to approve the quarterly and half-year ended September 30, 2026 financial results; reopening 48 hours after the Board Meeting

MoU details

• Non-binding MoU for exclusive offtake, branding, and distribution of IEML's emulsifiers in India.
• Effective date 18 September 2026, tenure five years from commissioning.
• Production line output contemplated at approximately 200 MT per month.
• Revenue potential estimated at ₹500 crore over the first three years.
• Non-binding; definitive Offtake and Distribution Agreement required; volume/pricing subject to final terms.
• Export markets option available where IEML channels don't serve.
• Not a related-party transaction; no acquisition or JV implied.
• The arrangement aligns with Spice Lounge's focus on expanded food solutions and distribution platform.

Financial performance

• Standalone revenue from operations: 222.18 Lakhs.
• Standalone PAT: 26.36 Lakhs; Basic EPS 0.004.
• Consolidated revenue from operations: 15842.48 Lakhs; Consolidated PAT 969.13 Lakhs; EPS 0.14.
• Total comprehensive income: Standalone 26.36 Lakhs; Consolidated 1272.11 Lakhs (OCI).
• Dividend declared: none for FY2025-26.
• Authorized capital: Rs 7,000.00 Lakhs; Paid-up capital: Rs 6,971.23 Lakhs.
• Gearing ratio: 50.88% (vs 0.97% prior year).
• Consolidated cash flow: Operating 480.58 Lakhs; Financing 4,259.02; Net cash change -100.25; Closing 144.12.
• Foreign exchange earnings: Rs 302.98 Lakhs; Outgo: Nil.

Capital structure & liquidity

• Net debt: 5,257.74 Lakhs; Equity: 10,333.19 Lakhs.
• Capital and net debt: 5,075.45 Lakhs.
• Gearing ratio: 50.88%.
• Consolidated cash and cash equivalents at year-end: 144.12 Lakhs.
• Current ratio (consolidated): 1.79; Debt-to-equity: 0.75; ROE: 0.10.
• Return on equity improved to 0.10; Net profit margin 0.08.
• Notes show cash flow from operations: 480.58 Lakhs; Invested -4,839.84; Financing 4,259.02.

Dividends & capital allocation

• Dividend declared: none for FY2025-26.
• No IPO/FPO or fund-raise during year.
• Share capital unchanged at 69.71 Crore.
• No buy-back of shares during year.
• Proposed transfers to reserves: none.

Governance & leadership

• Independent Directors appointed: Uday Kiran Devineni and Naresh Thaluru on 19-09-2025.
• CFO changes: P.S. Phaninder Nath appointed 06-08-2026; Ravi Paritala resigned 06-08-2026.
• Board: 8 directors; 4 Exec; 4 Independent; 1 Women director Kondini Nikitha Chowdhary.
• Statutory auditor: JMT & Associates; Secretarial auditor: Putcha Sarada.
• Board affirmed internal controls and going concern.

Risks & outlook

• Macro risks: inflation, commodity prices, high oil, deficits, political.
• Long-term outlook positive amid domestic growth and capital markets.
• Company focuses on IT services and food hospitality expansion.

Related party transactions

• Related parties include Chicken Wild Wings, Mirchi Wild Wings, MWW Gachibowli, Teksoft Systems, directors.
• All related party transactions on arm's length; Audit Committee approvals.
• Outstanding balances at 31-03-2026: 92.08; 132.59; 3.38; 108.34; 222.33; 32.21; 17.00.

Audits & internal controls

• Statutory auditor report on Standalone IND AS: unmodified.
• Secretarial audit MR-3; no qualifications.
• Internal financial controls: adequate and operating effectively.
• No material fraud or non-compliance reported.

Subsidiaries & group

• Subsidiaries: Mirchi Wild Wings Pvt Ltd; Chicken Wild Wings Pvt Ltd; Teksoft Systems Inc; 100% ownership.
• Step-down subsidiary: MWW Gachibowli Pvt Ltd; 100% ownership.
• Group consolidated financials include these four entities.

Subject and scope

• Launch of Food Emulsifier & Agro Division; new emulsifiers, agri-sourcing and processing vertical.

Revenue potential

• Expected revenue potential approximately ₹1,200 crore across targeted verticals.

Implementation plan

• Implementation underway; sourcing tie-ups, capacity scale-up, onboarding, exports and JV plans to follow.

Structure

• Directly undertaken by the company as an internal division; no subsidiary or JV announced.

Related party / governance

• Not a related party transaction; promoter group has no interest.

Strategic discussions

• Advanced confidential talks with global emulsifier and agribusiness majors for partnerships and offtake.

Financial results

• Unaudited standalone and consolidated results for the quarter ended 30 June 2026 presented.

Audit report

• Limited Review Report by Statutory Auditors provided for the results.

Board actions

• Board meeting held 04:30–06:20 hours; results filed for information/record.

Overview

• Xora World unveils four-event portfolio across India with projected revenue exceeding ₹20 crore.

Upcoming events

• Independence Weekender on Aug 15 in Salud, Goa.
• Karthik - Live in Concert on Oct 31, Tirupati.
• K. S. Chithra - Live in Concert on Nov 21, Hyderabad.
• Circus 2026 on Dec 18-19, Venue TBD.

Strategic impact

• National footprint expansion in India's live events through Xora World.

Overview

• Xora World portfolio to expand across Goa, Tirupati, Hyderabad with ₹21 crore+ revenue potential.

Contract details

• Awarded by Xora World; aggregate order value exceeding ₹21 crore; to be executed within four months.

Nature and scope

• Nature: Event management / live entertainment; domestic; not related-party.

Outlook

• Plans to expand live entertainment presence with material revenue potential.

Meeting Details

• Date: 14 August 2026; Time: 04:30 PM; Location: Registered Office.

Key Agenda Items

• Un-Audited standalone and consolidated financial results for the Quarter Ended 30 June 2026 to be considered and approved.

CFO resignation and replacement

• Resigning CFO: Ravi Kumar Paritala.
• Relieved from duties: 06-08-2026.
• Reason for resignation: personal reasons.
• No other material reasons stated.
• Board took note of the resignation.
• Appointed P.S. Phaninder Nath as CFO on 06-08-2026.