Ruparel Food Products Ltd

Ruparel Food Products Limited – Closure of Trading Window from October 01, 2026 till 48 hours from the declaration of the unaudited Financial Results of the Company, for the quarter and half year ended September 30, 2026

AGM Details

• Date/time: 19 September 2026, 12:20 p.m.
• Mode: Physical AGM with remote e-voting facility.
• Record date for voting: 12 September 2026.
• Total shareholders on record: 3,091; attendance: 17 in person.
• Remote e-voting period: Sept 15–18, 2026.

Resolutions & outcomes

• Resolution 1: Adopt audited financial statements; passed with 100% in favour.
• Resolution 2: Re-appoint director by rotation; passed 100% in favour.
• Resolution 3: Approve Related Party Transaction with Ruparel Foods Private Limited; passed.
• Resolution 4: Approve Related Party Transaction with SAMT Foods Private Limited; passed.

Dividend

• Dividend: Not proposed or declared.

Directors & Auditors

• Director changes: Pankajkumar Ruparel re-appointed by rotation.
• Auditors: no changes disclosed.

Material RPTs

• RPT with Ruparel Foods Private Limited approved.
• RPT with SAMT Foods Private Limited approved.

AGM details

• Date and time: 19 September 2025, 12:20–12:35 p.m.
• Mode: Physical meeting at Bhavnagar, Gujarat.
• Quorum: 17 members present; no proxies.
• Remote e-voting: Sept 15–18, 2026.

Resolutions

• Adoption of audited standalone and consolidated financial statements – ordinary.
• Re-appointment of Mr. Pankajkumar Ruparel, liable to retire by rotation – ordinary.
• Related party transaction with Ruparel Foods Private Limited – ordinary.
• Related party transaction with SAMT Foods Private Limited – ordinary.

Voting results

• Voting results pending; to be announced after Scrutinizer's report.

Director changes

• Re-appointment of Mr. Pankajkumar Ruparel as director liable to retire by rotation.

Related party disclosures

• Counterparty: Ruparel Foods Private Limited; nature: related party; value not disclosed.
• Counterparty: SAMT Foods Private Limited; nature: related party; value not disclosed.

AR 2025-26 web-link to shareholders

• Web-link and path for Annual Report 2025-26 including AGM notice shared with non-email shareholders.
• Letters dispatched to 2,457 shareholders via ordinary post on 27 August 2026.
• RTA Purva Sharegistry (India) Private Limited confirms dispatch; compliance letter attached.
• Disclosure under SEBI LODR Regulation 36(1)(b) about web-link access.

AGM Details

• 32nd AGM scheduled for Sep 19, 2026 at 12:00 PM at registered office.
• Register of Members and Share Transfer Books closed from Sep 13 to Sep 19, 2026 (inclusive).

Financial highlights

• Standalone revenue from operations: 342.67 lakh, down from 498.50.
• Standalone PAT: loss of 16.11 lakh.
• Consolidated revenue stands at 342.67 lakh, with PAT of 69.20 lakh.
• Standalone EPS: -0.52; Consolidated EPS: 2.25.
• Dividend for the year was not declared.

Strategic focus and branding

• Name changed to Ruparel Food Products Limited on Jan 29, 2025.
• Pivot to food products; Ruparel's Peanut Butter sold online.
• Aiming for Pan-India delivery and B2C expansion.

Amalgamation status

• Scheme of amalgamation with SAMT Foods Private Limited filed; NCLT Ahmedabad bench awaiting final order.

Governance changes

• CFO: Ramjibhai Kanjariya; Company Secretary: Monali Thaker appointed July 2026.
• Khyati Gandhi ceased as CS July 13, 2026; Monali Thaker appointed July 15, 2026.
• Statutory Auditor: VCA & Associates; Internal Auditor: Y T & Associates; Secretarial Auditor: Pinky Shethia.

Related party transactions and approvals

• Aggregate RPT cap: Rs 200 crore for Ruparel Foods Pvt Ltd and SAMT Foods Pvt Ltd.
• RPTs are arm's length and in ordinary course; Audit Committee and shareholders approvals.
• Sale to Ruparel Foods Pvt Ltd recorded at Rs 3,57,01,103.

Capital structure and liquidity

• Authorized share capital Rs 3.50 crore; issued/subscribed Rs 3.082 crore (30.82 lakh shares).
• No long-term or short-term borrowings reported.

Audit, risk management and controls

• Auditors reported no material qualifications; internal controls adequate and operating.
• Secretarial audit confirms compliance with applicable laws; no major fraud detected.

Subsidiaries, associates and governance

• SAMT Foods Pvt Ltd remains associate; amalgamation with Ruparel Foods Pvt Ltd ongoing.
• Consolidated statements include associate performance; equity disclosures provided.

Outlook and risks

• Management remains cautiously optimistic on Ruparel brand growth.
• Outlook positive for Indian food sector; expansion via e-commerce and Pan-India reach.

Appointment details

• Ms. Monali Thaker appointed as Whole-time Company Secretary and Key Managerial Personnel.
• Effective from August 14, 2026.
• To fill casual vacancy caused by the resignation of the previous Company Secretary.
• Ms. Thaker is an ICSI member with 9.5+ years in Secretarial and Compliance.
• No disclosed relationships with directors or promoters.
• Designated as KMP with Company Secretary duties; term governed by Board-approved terms.

Board action

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.

Financials snapshot

• Standalone total income: Rs 18.70 Lacs; Consolidated total income: Rs 21.93 Lacs.
• Total expenses for the quarter were higher than income.

Audit & reporting

• Limited Review reports issued by VCA & Associates for standalone and consolidated results.

Corporate actions

• Name changed to Ruparel Food Products Limited; restructuring of business being evaluated.

Compliance updates

• No investor complaints pending as on June 30, 2026.