Suraj Industries Board Approves Acquisition of Additional Equity Shares in Shri Gang Industries

Suraj Industries Ltd. has announced that its board of directors approved the acquisition of additional equity shares in Shri Gang Industries and Allied Products Limited during a meeting held on March 19, 2026. The strategic move aims to consolidate the company's shareholding in the breweries and distilleries business.

Board Meeting Outcome

The board meeting was conducted from 04:00 P.M. to 05:00 P.M. (IST) on March 19, 2026, where directors considered and approved the acquisition of equity shares from promoter group members. The company has filed the board meeting outcome with BSE Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acquisition Details

The board approved two separate acquisitions from promoter group members:

Acquisition Details: Shares Seller First Acquisition: 1,05,000 equity shares Mr. Vikas Gupta (Promoter Group Member) Second Acquisition: 35,000 equity shares Mr. Ritesh Gupta (Joint Managing Director & Promoter Group Member) Total Shares: 1,40,000 equity shares - Current Holding: 19.31% - Post-Acquisition Holding: 20.02% -

Both transactions are classified as related party transactions and were reviewed and approved by the Audit Committee before board consideration. The acquisitions will be conducted on an arm's length basis with cash consideration.

About Shri Gang Industries

Shri Gang Industries and Allied Products Limited operates in the breweries and distilleries sector with established manufacturing facilities in Uttar Pradesh. The company was incorporated on August 02, 1989, and has demonstrated consistent growth in recent years.

Business Operations

Shri Gang has established comprehensive production capabilities:

Bottling Plant: Indian Made Foreign Liquor (IMFL) and Country Liquor facility at Sandila, District Hardoi, Uttar Pradesh (commercial production commenced July 2020)

Distillery Unit: Grain-based distillery commissioned in September 2022

Strategic Partnerships: Exclusive manufacturing arrangement with United Spirits Limited for prestigious IMFL brands

Supply Agreements: Long-term contract with United Spirits Limited for Extra Neutral Alcohol (ENA) supply

Financial Performance

Shri Gang Industries has shown strong financial growth over the past three years:

Financial Year: Turnover (Rs. in Crore) Profit After Tax (Rs. in Crore) 2024-25: 352.62 29.33 2023-24: 288.64 14.79 2022-23: 138.68 13.16

The financial data demonstrates significant revenue growth and improved profitability, with turnover increasing from Rs. 138.68 crore in 2022-23 to Rs. 352.62 crore in 2024-25.

Transaction Timeline and Approvals

The acquisition price will be determined as the average of opening and closing market prices of Shri Gang's equity shares on BSE Limited on the working day immediately preceding the transaction execution. The acquisition is estimated to be completed within 30 days from the board approval date.

Apart from approvals required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no other governmental or regulatory approvals are required. The board also approved amendments to the Code of Fair Disclosure of Unpublished Price Sensitive Information pursuant to SEBI regulations during the same meeting.

Source: None/Company/INE170U01011/0653f1c4-087a-4f48-942f-89f7f6fbabc4.pdf

Suraj Industries Ltd announced that its Board of Directors has approved amendments to the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) during a meeting held on March 19, 2026. The amendments ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

Board Approval and Regulatory Compliance

The company informed BSE Limited about the amendments pursuant to Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Company Secretary and Compliance Officer Snehlata Sharma signed the regulatory intimation, confirming the Board's approval of the updated fair disclosure framework.

Parameter: Details Meeting Date: March 19, 2026 Regulation: SEBI PIT Regulations 8(1) and Schedule A Signatory: Snehlata Sharma, Company Secretary Stock Exchange: BSE Limited (Scrip Code: 526211)

Key Features of the Amended Code

The updated Code of Fair Disclosure establishes comprehensive principles for handling UPSI and ensuring transparent communication with stakeholders. The framework emphasizes prompt public disclosure of information that would impact price discovery and uniform dissemination to avoid selective disclosure.

The Company Secretary serves as the Chief Investor Relations Officer (CIRO), responsible for disseminating information and ensuring compliance with disclosure requirements. The code mandates that all UPSI be handled on a need-to-know basis within the organization.

UPSI Categories and Disclosure Framework

The amended code defines various categories of information considered as UPSI, including:

Financial results and dividend announcements

Changes in capital structure and business transactions

Key managerial personnel changes and rating modifications

Fund raising initiatives and management control agreements

Regulatory actions and litigation outcomes

License approvals and guarantee arrangements

Digital Database and Enforcement Measures

The company will maintain a Structured Digital Database containing names of persons with whom UPSI is shared, along with their Permanent Account Number (PAN) or authorized identifiers. The Compliance Officer oversees this database under Board supervision, ensuring adequate internal controls and confidentiality safeguards.

Violations of the code may result in disciplinary action including termination, suspension, or exclusion from employee stock option programs. The company has established a Vigil Mechanism for reporting suspected UPSI misuse while protecting whistleblowers from adverse action.

Legitimate Purpose Policy

The code includes a Policy for Determination of Legitimate Purposes, allowing UPSI sharing with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, and consultants in the ordinary course of business. Recipients of UPSI for legitimate purposes are considered insiders and must maintain confidentiality in compliance with PIT Regulations.

The amended code has been uploaded on the company's website at www.surajindustries.org for stakeholder reference and regulatory compliance.

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