Sumuka Agro Industries Ltd

AGM details

• AGM held Sep 30, 2026 at 3:00 PM IST via VC/OAVM.
• Meeting duration 3:00 PM to 3:33 PM; e-voting open 60 minutes after.
• Remote e-voting window Sep 25-29, 2026; scrutinizer appointed.

Ordinary business

• Adopt audited financial statements for year ended 31 March 2026.
• Re-appoint director retiring by rotation: Muniswamy Ravirajendran Shilpa.
• Re-appoint statutory auditor: S K Jha & Co., Ahmedabad.

Special business

• Acquire 2,51,880 equity shares of Cafe Gujjubhai Private Limited.
• Issue 12,04,915 equity shares on preferential basis; cash for fractional shares.
• Related party transactions with Shaili Vijaybhai Patel, Vishal Bhatt and Kingsman Finserv Private Limited.
• Regularize additional director Sagar Maheshkumar Mavani as Non-Executive Independent Director.
• Appoint Brajesh Gupta & Co as Secretarial Auditor for five years.
• Regularize Shaili Vijaybhai Patel as Whole-time Director for five years.
• Re-appoint Amitkumar Rathi as Independent Director.

Gujjubhai Industries Limited — Trading Window closed from October 01, 2026 until 48 hours after the declaration of Un-audited Financial Results for the Quarter ended September 30, 2026

Book closure details

• Book closure from 24 Sep 2026 to 30 Sep 2026 (inclusive) for 37th AGM.
• Record date for voting eligibility set at 23 Sep 2026.
• Event: 37th AGM scheduled on 30 Sep 2026.
• Security: equity shares.

Resignation of Chairman & MD

• Resignation from post of Chairman and Managing Director by Paresh Harishkumar Thakker, effective 10 August 2026.
• Board approved the resignation at its meeting held on 11 August 2026.
• Reason: pre-occupation; no other reasons stated.
• Resignation letter enclosed (Annexure B) and updated disclosure submitted to address Exchange query.
• Delay due to clerical oversight; explanation provided; Annexure A contains SEBI disclosure.

Resignation of Director

• Resignation of Director Bhavin Mehta approved by the Board on 29 July 2026.
• Resignation effective from 29 July 2026.
• Reason: pre-occupation.
• Delay in submission due to clerical oversight; not wilful.
• Board meeting held 29 July 2026 from 12:30 to 13:00 IST.
• Resignation letter attached as Annexure B; Annexure A contains required disclosures.

Key details

• Target: Gujjubhai Industries Limited.
• Disclosing Party: Shaili Vijaybhai Patel and Vishal Vipinkumar Bhatt (Promoter Group).
• Transaction Type: Acquisition of voting rights via proposed preferential allotment.
• Pre-Transaction Holding: 78,78,219 shares (37.66%).
• Encumbrances: Nil; VRs other than shares: Nil; Warrants: Nil.
• Acquired 1,96,701 voting rights (0.94% pre, 0.89% diluted).
• Mode: Proposed preferential allotment; Date: 07/09/2026.
• Post-Transaction Holding: 80,74,920 voting rights (36.50%).
• Capital context: Before Rs 20,92,08,360; after Rs 22,12,57,510; post-diluted Rs 22,12,57,510.

Financials

• Total sales from operations rose to ₹12,707.19 Lakhs for year ended 31 Mar 2026.
• Net profit after tax stood at ₹517.85 Lakhs in FY2025-26.
• EBITDA was ₹778.24 Lakhs, with a 6.12% margin.
• Depreciation charged ₹56.98 Lakhs; current tax ₹132.58 Lakhs.
• Basic earnings per share stood at ₹2.48.
• Dividend for FY2025-26 was not recommended.
• YoY profit grew from ₹467.85 Lakhs to ₹517.85 Lakhs.
• Paid-up capital increased to ₹20.92 Crore post-merger.

Operations & Mix

• Salt contributes about 55%, Commodity trading 23%, FMCG 22% of revenue.
• South India revenue rose to 71.6% of group in FY2025-26.
• 70+ distributors and 15,000+ retail outlets in 5+ states.
• New RTC and RTE launches; Instant Bhel and Panipuri Kit.
• Wholly owned subsidiaries: Sumuka Bharat Traders & Distributors and Sumuka Distributors Private Limited.

Mergers & Corporate Actions

• NCLT sanctioned merger by absorption of Gujjubhai Foods Private Limited with the company.
• Merger effective 23 Feb 2026; name changed to Gujjubhai Industries Limited.
• Share swap issued 13,813,666 new shares to CGPL shareholders.
• Promoter stake rose to 63.75% post-merger.
• CGPL becomes wholly-owned subsidiary of Gujjubhai Industries.

Governance & Board

• SEBI LODR compliance became applicable from 20 Mar 2026.
• Board comprises six directors as at year-end; MD chairs.
• Sagar Maheshkumar Mavani appointed Independent Director from 29 Jul 2026.
• Aastha Upadhyay appointed Company Secretary on 1 Jan 2026.
• Shaili Patel reappointed as Whole-time Director & CFO; ₹30 Lakh salary.

Audit & Controls

• Independent Auditor SK Jha & Co issued a Qualified Opinion.
• Audit observations include unrecorded struck-off loans and merger treatment at carrying values.
• Unprovided tax liabilities of ₹83.29 Lakhs; reconciliations in progress.
• Secretarial audit by Brajesh Gupta & Co; observations noted.
• ERP implementation ongoing to enhance controls.

Capital & Liquidity

• Total borrowings ₹643.35 Lakhs; cash ₹52.11 Lakhs.
• Net debt ₹591.24 Lakhs; debt-to-equity 0.15.
• Promoter stake post-merger 63.75%.
• Authorised capital increased to ₹21.425 Crore; paid-up capital ₹20.942 Crore.

Outlook & Risks

• FY2026-27 growth via expanded distribution and acquisitions.
• Risks: regulatory changes, raw material costs, weather, currency, demand shifts.
• ERP deployment and Tripura Foods integration underway.
• Strong southern markets; plans to expand into West India.
• Improved working capital management and cash flow focus.

Acquisition of Cafe Gujjubhai

• Board approved 100% CGPL equity acquisition for Rs 15.90 crore via share swap and cash.
• Up to 12,04,915 new Gujjubhai shares issued at Rs 131.96 per share.
• Balance cash for fractional entitlements Rs 1,185.40.
• CGPL to become wholly-owned subsidiary on completion, subject to approvals.
• Valuation report by registered valuer Dharmendra Takhatmal Dhelariya received.

Preferential issue and consideration

• Proposed preferential issue of up to 12,04,915 equity shares as consideration.
• Issue price Rs 131.96 per share; aggregate Rs 15.90 crore.
• Share swap ratio 1 CGPL share = 4.78 Gujjubhai shares.
• Subject to shareholders' AGM approval and other regulatory approvals.

Governance and management changes

• Proposed replacement director appointment in place of retiring Muniswamy Ravirajendran Shilpa.
• Regularisation of Sagar Maheshkumar Mavani as Non-exec Independent Director.
• Regularisation of Shaili Vijaybhai Patel as Wholetime Director.
• Re-appointment of Amitkumar Rathi as Independent Director.
• Shaili Vijaybhai Patel appointed as Chairperson.
• Brajesh Gupta appointed Scrutinizer for AGM.
• Brajesh Gupta & Co appointed Secretarial Auditor for five years.
• Secretarial audit report for FY2025-26 taken on record.
• AGM set for Sept 30, 2026 via VC/OAVM.
• Annual report FY2025-26 approved; notice dispatch authorized.
• MD/CS authorised to sign and file acquisition and preferential-issue documents.
• Compliance and pricing certificates for preferential issue recorded.
• Board to obtain requisite approvals and execute agreements.

Approvals and filings

• Valuation and pricing certificates for CGPL acquisition and preferential issue recorded.
• Disclosure annexures to Listing Regulations provided with Annexure I and II.
• Management to sign and file documents with authorities and stock exchanges.

Appointments/Resignations

• Appointed as Additional Whole-time Director, effective 6 Sep 2026.
• Term five years to 5 Sep 2031, subject to AGM regularization.
• Ms. Shaili Vijaybhai Patel has over 15 years' experience in financial management and governance.
• Not related to any Directors or KMP.