Sumuka Agro Industries Revises Board Meeting Disclosure for Share Allotment

Sumuka Agro Industries Limited has issued a revised disclosure regarding its Board meeting held on March 20, 2026, providing additional details about the meeting that approved the allotment of 1,38,13,666 equity shares following its merger with Gujjubhai Foods Private Limited. The company filed the revised disclosure on March 22, 2026, under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Details and Timeline

The revised disclosure specifies that the Board of Directors meeting commenced at 7:00 PM and concluded at 7:30 PM on March 20, 2026. This meeting was crucial as it formally approved the allotment of equity shares pursuant to the merger scheme with Gujjubhai Foods Private Limited.

Meeting Parameter: Details Meeting Date: March 20, 2026 Start Time: 7:00 PM End Time: 7:30 PM Duration: 30 minutes Filing Date: March 22, 2026

Merger and Share Allotment Framework

The share allotment follows the Scheme of Merger by Absorption of Gujjubhai Foods Private Limited with Sumuka Agro Industries Limited, which was approved by the Hon'ble National Company Law Tribunal, Mumbai Bench through its Order dated February 04, 2026. The merger became effective on February 23, 2026.

Allotment Details: Specifications Shares Allotted: 1,38,13,666 equity shares Face Value: Rs. 10 per share Share Swap Ratio: 7:4 (Sumuka : Gujjubhai Foods) Record Date: March 09, 2026 Allotment Mode: Demat mode, fully paid-up

The share swap ratio was structured as seven equity shares of Sumuka Agro Industries Limited of Rs. 10 each fully paid-up for every four equity shares of Gujjubhai Foods Private Limited of Rs. 10 each fully paid-up. Shareholders of Gujjubhai Foods Private Limited who held shares as on March 09, 2026, being the Record Date, were eligible for the allotment.

Regulatory Compliance and Documentation

The revised disclosure was filed in compliance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023, and last updated on January 30, 2026. Shaili Vijaybhai Patel, Whole-time Director & CFO (DIN: 07836396), digitally signed the revised filing on March 22, 2026, at 16:21:19 +05'30'.

The company operates under CIN L74110MH1989PLC289950 and trades on BSE Limited under scrip code 532070. The revised disclosure ensures complete transparency regarding the Board meeting proceedings and maintains compliance with regulatory requirements for the significant corporate restructuring exercise.

Sumuka Agro Industries Limited has announced its entry into a binding term sheet for the acquisition of 100% equity interest in Arkaa Cluster Private Limited. The acquisition, valued at ₹35 crores, represents a strategic move to expand the company's presence in the food products and agro commodities trading sector.

Acquisition Details

The transaction structure involves a share swap arrangement where Sumuka Agro will issue its listed equity shares to Arkaa Cluster shareholders as consideration for the acquisition. The deal excludes Bonus Compulsorily Convertible Preference Shares (Bonus CCPS), which existing Arkaa shareholders will continue to hold.

Parameter Details Acquisition Value ₹35,00,00,000 Equity Stake 100% Consideration Method Share swap through preferential allotment Timeline 15 days from regulatory approvals

Target Company Profile

Arkaa Cluster Private Limited, incorporated on May 30, 2022, operates in multiple segments within the agro-food industry. The company is engaged in trading food products and agro commodities, contract manufacturing of South Indian namkeens and ready-to-eat products, and providing warehousing services for agricultural produce.

Financial Performance

The target company has demonstrated robust growth trajectory over its operational period:

Financial Year Turnover (₹ Crores) FY 2024-25 150.61 FY 2023-24 110.15 FY 2022-23 10.88

Arkaa Cluster maintains an authorized share capital of ₹15,00,000 with a paid-up share capital of ₹5,15,400.

Strategic Rationale

The acquisition aligns with Sumuka Agro's strategic diversification into complementary South India agro-food segments. Key strategic benefits include:

Market Expansion: Entry into millets and specialized food products through Arkaa's investment in Urban Millets Private Limited and its "True Millet" brand

Operational Synergies: Integration of supply chain capabilities and warehousing services

Product Portfolio Enhancement: Addition of contract manufacturing capabilities for South Indian namkeens and RTE products

Geographic Presence: Strengthened position in South Indian markets

Additional Financial Arrangements

Beyond the equity acquisition, the transaction includes supplementary financial facilities:

₹10 crores interest-free working capital loan

₹15 crores loan de-collateralization facility

Optional ₹10 crores additional loan (not included in equity valuation)

Regulatory Requirements

The completion of the acquisition is subject to obtaining necessary regulatory approvals, including in-principle approval from stock exchanges and other requisite regulatory clearances. The transaction is expected to be completed within 15 days from receipt of all required approvals and shareholder approval.

The acquisition represents a non-related party transaction, with no promoter or group company interests in the target entity. The deal is structured to maintain arm's length transaction principles while ensuring strategic alignment with Sumuka Agro's core business operations in FMCG trading and retailing.

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