Sumuka Agro Industries Receives NCLT Final Order for Merger with Gujubhai Foods

Sumuka Agro Industries Limited has received the certified true copy of the National Company Law Tribunal (NCLT) final order sanctioning its merger by absorption with Gujubhai Foods Private Limited. The company disclosed this development to BSE Limited on February 17, 2026, pursuant to Regulation 30 of SEBI LODR Regulations. NCLT Order Details The Hon'ble National Company Law Tribunal, Mumbai Bench issued the final order on February 04, 2026, sanctioning the scheme of merger by absorption of Gujubhai Foods Private Limited with Sumuka Agro Industries Limited. The company received the certified true copy of this order on February 16, 2026. Parameter: Details Final Order Date: February 04, 2026 Certified Copy Received: February 16, 2026 NCLT Jurisdiction: Mumbai Bench Case Numbers: CP (CAA) NO. 264/MB/2025 in CA (CAA) NO. 187/MB/2025 Merger Scheme Structure Under the approved merger scheme, Gujubhai Foods Private Limited will be absorbed into Sumuka Agro Industries Limited. The consideration structure provides shareholders of the transferor company with equity shares in the transferee company. Aspect: Details Share Exchange Ratio: 7 equity shares of Sumuka Agro for every 4 shares of Gujubhai Foods Share Face Value: ₹10 each Appointed Date: April 01, 2023 Board Resolution Date: August 14, 2023 BSE Approval Date: May 14, 2025 Business Rationale and Benefits Both companies operate in complementary business segments within the food manufacturing sector. Gujubhai Foods Private Limited is engaged in manufacturing and sale of packaged snacks food items, while Sumuka Agro Industries Limited focuses on manufacturing and marketing of ready-to-cook items, nankeen and snacks, sweets and spices, and online packaged food sales. The merger is expected to deliver several strategic benefits: Consolidation of business operations and assets Synergy of operations and networks of both companies Better and more efficient utilization of available resources Benefits of internal economies and diversification to mitigate risks Improved organizational efficiencies Implementation Timeline The scheme will become effective once the certified copies of the NCLT order are filed with the Registrar of Companies through form INC28. The companies must also fulfill other conditions specified in the scheme. As part of the merger implementation, the transferee company will change its name to "Gujubhai Industries Limited." Regulatory Compliance The NCLT order includes several compliance requirements and undertakings by the petitioner companies. These include protection of creditor interests, compliance with accounting principles and standards, adherence to Income Tax Act provisions, and fulfillment of sectoral regulator requirements including BSE compliance. The Official Liquidator filed a report on January 08, 2026, confirming that the affairs of the transferor company have been conducted properly and are not prejudicial to member or public interests. The tribunal found the scheme fair, reasonable, and not violative of any legal provisions or contrary to public policy. Sumuka Agro Industries Limited (formerly known as Superb Papers Limited) has announced its unaudited financial results for the third quarter ended December 31, 2025, under Regulation 33 of SEBI Listing Regulations. The results were approved by the Board of Directors at their meeting held on January 31, 2026. Financial Performance for Q3FY26 Sumuka Agro Industries demonstrated steady performance in the third quarter with net sales reaching ₹2,117.40 lakhs, marking an increase from ₹1,702.75 lakhs in the corresponding quarter of the previous year. The company maintained consistent quarterly performance with sequential growth from ₹2,092.93 lakhs in Q2FY26. Financial Metric: Q3FY26 Q3FY25 Q2FY26 Net Sales (₹ Lakhs): 2,117.40 1,702.75 2,092.93 Total Income from Operations (₹ Lakhs): 2,117.41 1,702.75 2,092.93 Total Expenses (₹ Lakhs): 2,040.45 1,607.77 2,018.39 Profit Before Tax (₹ Lakhs): 76.96 94.97 74.54 Net Profit (₹ Lakhs): 76.96 71.07 74.54 Nine-Month Performance Analysis For the nine-month period ended December 31, 2025, the company reported total income from operations of ₹6,179.34 lakhs compared to ₹4,479.37 lakhs in the corresponding period of the previous year. Net profit for the nine-month period stood at ₹233.84 lakhs, showing growth from ₹206.72 lakhs in the previous year. Nine-Month Metrics: FY26 (9M) FY25 (9M) Total Income (₹ Lakhs): 6,179.34 4,479.37 Total Expenses (₹ Lakhs): 5,945.50 4,203.12 Net Profit (₹ Lakhs): 233.84 206.72 Basic EPS (₹): 3.29 2.91 Diluted EPS (₹): 3.29 2.91 Expense Structure and Operational Details The company's major expense component was purchases of stock-in-trade, which amounted to ₹1,994.86 lakhs in Q3FY26 compared to ₹1,595.16 lakhs in Q3FY25. Employee benefits expenses for the quarter were ₹25.74 lakhs, while finance costs increased to ₹10.27 lakhs from ₹0.09 lakhs in the previous year quarter. Board Changes and Corporate Governance The Board of Directors approved a significant organizational change during their meeting on January 31, 2026. Ms. Muniswamy Ravirajendran Shilpa (DIN: 07076534) will transition from executive director to non-executive director effective January 31, 2026, based on the recommendation of the Nomination and Remuneration Committee. Governance Update: Details Director Name: Ms. Muniswamy Ravirajendran Shilpa DIN: 07076534 Change: Executive Director to Non-Executive Director Effective Date: January 31, 2026 Key Financial Highlights The company maintained a paid-up equity share capital of ₹710.71 lakhs with a face value of ₹10 per share. Basic and diluted earnings per share for Q3FY26 stood at ₹1.08, compared to ₹1.00 in the corresponding quarter of the previous year. The financial results were prepared in accordance with Indian Accounting Standards (Ind AS) and reviewed by statutory auditors M/s. S K Jha & Co, Chartered Accountants. We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. 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