Suraj Industries Ltd

AGM details

• AGM held on 30 September 2026 at 03:30 P.M. IST via VC/OAVM
• No physical attendance; quorum via VC

Resolutions

• To adopt Audited standalone and Consolidated Financial Statements for FY ending 31 March 2026
• To re-appoint director retiring by rotation: Suraj Prakash Gupta
• To approve material related party transaction with Carya Chemicals & Fertilizers Private Limited
• To approve material related party transaction between subsidiary and VRV Foods Limited

Voting status

• Consolidated voting results to be declared within two working days

Directors

• Director re-appointment sought: Suraj Prakash Gupta

Material RPTs

• RPT with Carya Chemicals & Fertilizers Private Limited (subsidiary) proposed
• RPT between subsidiary and VRV Foods Limited (associate) proposed

Other material approvals

• No other material approvals disclosed in this filing

VRV Foods Limited – deal overview

• VRV Foods Limited engaged in manufacturing and bottling country liquor in Himachal Pradesh, India.
• Turnover for 2025-26 was Rs 128.69 crore.
• Profit after tax for 2025-26 was Rs 5.43 crore.
• 75,850 equity shares acquired at Rs 66 per share for Rs 50,06,100; cash.
• Post-allotment, Suraj's stake rises to 20.41% of VRV's paid-up capital.
• Related party transaction; VRV is an associate; approved by Audit Committee and Board.
• No regulatory approvals required; shareholder approval not required due to materiality threshold.
• Completion expected within one month from intimation.
• Valuation basis: price determined by KZEN Valtech Private Limited.
• Industry: Breweries & Distilleries; VRV plant at Sansarpur Terrace, Kangra, HP.
• Incorporation date: 27 August 1992; flagship VRV Santra contributes 80-85% of revenue.
• VRV estimated market share ~32% in Himachal Pradesh country liquor segment.

ENA production commencement at subsidiary

• Carya Chemicals & Fertilizers Private Limited is a material subsidiary of Suraj Industries Ltd.
• ENA production commenced Sept 23, 2026 at its grain-based distillery in Baran, Rajasthan.
• Intimation received Sept 24, 2026 at 7:14 PM.

Shareholder communication

• Letter dispatched to shareholders with non-updated emails, providing the link to Notice and Annual Report FY 2025-26.

Standalone financials

• Total income ₹2,563.13 lakh; down from ₹3,218.19 lakh in FY2024-25.
• Revenue from operations ₹2,359.36 lakh in FY2025-26.
• Profit before tax ₹-261.40 lakh; profit after tax ₹-194.60 lakh.
• EPS (basic) ₹-0.89 in FY2025-26.
• Net debt ₹1,297.12 lakh; gearing 55.32% as at 31-Mar-2026.
• No dividend declared for FY2025-26.

Consolidated financials

• Consolidated revenue from operations ₹11,063.82 lakh.
• Total consolidated income ₹11,102.88 lakh; PAT ₹-60.40 lakh.
• Share of profit from associates ₹379.32 lakh included in results.
• Consolidated EPS ₹-0.31 for FY2025-26.

Growth strategy & capital allocation

• Building a fully integrated Alcobev platform: contract manufacturing, own brands, and captive ENA.
• 125 KLPD grain-based ENA distillery at CARYA; commercial ops likely Sep 2026.
• VRV Foods associate stake 20.01% post-March 2026 acquisition to extend geographic footprint.
• Rights issue and share-swap to consolidate ownership in CARYA; preferential allotment completed.

Operations & capacity

• Aseptic Bottling Unit (Ajmer): 75,000 cases/month; PET/Glass (Ajmer): 30,000; PET (Jodhpur): 60,000.
• CARYA bottling unit (Baran) capacity: 4 lakh cases/month.
• 125 KLPD ENA distillery to strengthen backward integration across Alcobev value chain.
• VRV Foods network in Himachal Pradesh supports Country Liquor manufacturing and distribution.

Capital structure & capital formation

• Authorised share capital raised to ₹50 crore; earlier ₹40 crore.
• Paid-up equity capital as at 31-Mar-2026: ₹3,344.58 lakh; 1,85,25,244 fully paid; 2,97,56,765 partly paid (₹5 each).
• 2,99,25,394 partly paid rights shares issued; first call money partly received; 1,37,972 shares forfeited.

Governance & board changes

• Board size six; 2 Executive, 2 Non-Executive Non-Independent, 2 Independent including 1 Woman.
• Sanjeev Mitla appointed as Non-Executive Independent Director; chair of Audit Committee from 17-Jun-2025.
• Nazir Baig resigned as Independent Director on 16-Jun-2025; Pooja Solanki reappointed for second term from Jan-2026.

Related party transactions

• Material RPT with CARYA: loans up to ₹100 crore; ENA sales up to ₹20 crore (2026-27, 2027-28).
• RPT with VRV Foods Limited (associate): loans to CARYA up to ₹15 crore (2026-27, 2027-28); ENA purchases up to ₹15–₹30 crore.
• RPTs approved by Audit Committee and Board; related parties shall not vote on RPT resolutions.
• CARYA is a material subsidiary; stake 96.06% as on 31-Mar-2026.

Audits, controls & compliance

• Statutory auditor: M/s Pawan Shubham & Co.; Secretarial auditor: M/s Shivani Agarwal.
• Internal auditor: M/s Padam Dinesh & Co.; Controls assessed as adequate with no material weaknesses.

Outlook & risks

• Industry outlook positive; premiumization and expansion in Alcobev across geographies.
• FY27 expected multi-fold revenue growth due to contract manufacturing, ENA production, and own-brand expansion.
• Regulatory/licensing, input costs, and competition remain key risks; governance and compliance to remain priorities.

CSR & ESG

• CSR applicability largely Not Applicable for FY2025-26; no CSR expense incurred.
• CSR policy in place; CSR activities disclosed in annual report where applicable.

AGM Details

• Date and time: 30 September 2026 at 3:30 P.M. IST.
• Mode: VC/OAVM.
• Cut-off for remote e-voting: 23 September 2026.
• E-voting window: 27–29 September 2026.
• Venue: VC/OAVM at registered office.

Key Resolutions

• Resolution 1: Adopt audited standalone and consolidated financial statements for FY 2025-26.
• Resolution 2: Re-appoint Suraj Prakash Gupta as Director; retiring by rotation.
• Resolution 3: Approve material related party transactions with CARYA.
• Resolution 4: Approve material related party transactions between CARYA and VRV Foods Limited.

Voting Results

• Voting results not disclosed here; will be announced with Scrutinizer report within two working days.

Related Party Transactions

• RPT with CARYA: Loans/guarantees/investments up to Rs 100 crores.
• ENA transactions with CARYA up to Rs 20 crores.
• RPT with VRV: Loans up to Rs 15 crores.
• ENA trades between CARYA and VRV Foods Limited up to Rs 30 crores.
• Aggregate RPT threshold based on turnover; approvals required.
• RPTs subject to arm's-length pricing.
• No related party vote on these resolutions.

Director Changes

• Suraj Prakash Gupta to be reappointed as Director; retiring by rotation.
• MD remuneration and tenure unchanged; five-year term.

Key Decisions

• Convene 34th AGM on Sept 30, 2026 at 3:30 PM via VC/OAVM.
• AGM notice and FY2025-26 Annual Report to be circulated electronically and hosted on company/BSE sites.
• Approve material related party transactions with CARYA, subject to AGM approval.
• Loans/guarantees/investments with CARYA upto Rs 100 crore for 2026-27 and 2027-28.
• ENA transactions with CARYA upto Rs 20 crore for 2026-27 and 2027-28.
• CARYA-VRV related party borrowings: upto Rs 15 crore in 2026-27 and 2027-28.
• ENA purchases between VRV and CARYA: upto Rs 15 crore (2026-27) and Rs 30 crore (2027-28).

Distillery license granted to material subsidiary

• License to work a 125 KL/day grain-based distillery received Aug 27, 2026.
• RD.1 license issued by Rajasthan Excise Commissioner; Licence No. 01/2026-27.
• License issued Aug 25, 2026 for unit at SP1-2, RIICO, Guwadi & Majhari, Baran.
• 125 KL/day distillery to manufacture Extra Neutral Alcohol (ENA).
• Construction completed; trial runs planned; commercial operations expected September 2026.
• License receipt confirmation received today at 04:48 PM.
• Carya Chemicals & Fertilizers Private Limited is a material subsidiary of Suraj Industries Ltd.