Suryo Foods & Industries Ltd

AGM Details

• AGM held 28 September 2026 at 11:30 AM; physical meeting at registered office; book closure 22–28 September 2026.

Resolutions & outcomes

• Resolution 1: Adoption of financial statements — Passed.
• Resolution 2: Re-appointment of Annapurna Dash — Passed; related-party votes excluded.
• Resolution 3: Increase in borrowing limits — Passed.
• Resolution 4: Creation of charge on assets — Passed.
• Resolution 5: Board to develop industrial park and real estate — Passed.
• Resolution 6: Approval for material related party transactions — Passed; details not disclosed.

Dividend

• Dividend: none proposed or declared.

Directors

• Annapurna Dash re-appointed; liable to retire by rotation.

Material Related Party Transactions

• Approved joint land development RPT; counterparties/values not disclosed.

AGM Details

• AGM held on 28 September 2026 at 11:30 AM; concluded 01:00 PM at registered office.
• Mode: physical meeting with e-voting and ballot voting; no show of hands.
• Chairman was absent; Executive Director chaired the meeting.

Resolutions

• Adoption of financial statements; ordinary business.
• Re-appointment of director retiring by rotation; ordinary.
• Increase in borrowing limits; special.
• Creation of charge on assets; special.
• Board authorization for development of industrial park and real estate; special.
• Approval for material related party transactions for land development; special.

Voting & Results

• Voting conducted via e-voting and postal ballot; results to be declared within 48 hours.
• Scrutinizer supervised the process; ballot voting used for those present.

AGM details

• Date and time: 28 September 2026 at 11:30 AM; physical meeting with e-voting.
• Mode: physical at registered office; remote e-voting and on-site ballot facility provided.
• Venue: registered office, Bhubaneswar.
• Record/Book closure: Sep 22–Sep 28, 2026.

Key resolutions

• Adoption of financial statements for the year ended 31 March 2026.
• Re-appointment of Annapurna Dash as director liable to retire by rotation.
• Increase in borrowing limits under Section 180(1)(c) to ₹200 crore.
• Authorization to create mortgage/charge on assets up to ₹200 crore.
• Authorize board to monetize/develop lands via lease/JV/SPV.
• Approve material related party transactions for joint development with specified related parties up to ₹200 crore.

Voting results

• Voting results not disclosed in this notice.

Dividend

• No dividend proposal or declaration mentioned.

Director changes

• Annapurna Dash re-appointment by rotation.

Auditors

• No auditor appointment details provided.

Material related party transactions

• RPTs for joint land development with Suryo Udyog, Golden Anchor, Ram’s Assorted Cold Storage, Suryo Media for land development; cap ₹200 crore.

Other material approvals

• No additional approvals described.

Finance snapshot

• Revenue from operations: Nil for FY25-26.
• Total income ₹5,479k; 2024-25 ₹6,313k.
• Expenses ₹8,353k; PBT ₹-2,874k.
• Tax ₹306k; PAT ₹-3,180k.
• EPS (Basic & Diluted) ₹-0.80.

Capital raise & capital base

• Rights issue: 2,970,000 shares issued at ₹20; ₹5.94m raised.
• End-year equity capital ₹69,300k; negative reserves ₹38,557k.
• Financing cash inflow ₹59,400k from rights issue.

Strategic plan: asset monetization

• Monetize/develop 167 acres Narendrapur & Karanjamala for Industrial Park.
• Develop 5.77 acres Gopalpur-on-Sea and 3.56 acres Ganjam for real estate.
• Structures: JDA, SPV, JV; arm's length terms and valuation.

Governance & leadership

• CFO Bijay Kumar Dash resigned 4 May 2026; Rajiv Moharana appointed 10 Aug 2026.
• Board: 6 directors; 2 independent; 8 meetings in 2025-26.
• Independent directors: Jay Prakash Mishra and Sandeep Kumar Hota.

Related party transactions

• Related parties: Suryo Udyog Ltd, Golden Anchor Pvt Ltd, Ram's Assorted Cold Storage Ltd, Suryo Media Pvt Ltd.
• Item 6: Material related party transactions up to ₹200 crore; arm's length terms.

Shareholder & governance info

• AGM date: 28 Sept 2026; book closure 22-28 Sept 2026.
• Listed on BSE, scrip code 519604; ISIN INE565E01016.
• Promoter holdings include Suryo Udyog Ltd (46.99%) and Ram's Assorted Cold Storage (20.85%).

Audits & controls

• Statutory auditors: Sanjit Mohanty & Co; Secretarial: Saroj Ray & Associates.
• Internal auditors: AASA & Associates; no material audit qualifications reported.

Operational context & risks

• No revenue from operations; focus on asset monetization and capital raising.
• Risks include asset-dependence, regulatory changes, and market volatility.

Issue Overview

• Rights issue of 29.70 lakh rights equity shares of ₹10 face value at ₹20 per share.
• Total issue size reported; no undersubscription or revision indicated.
• Main uses: payment of outstanding trading and other liabilities; issue-related expenses.
• Monitoring agency observed no deviation from disclosed objects.
• All funds were monitored with no undersubscription noted.

Utilisation of Proceeds

• Utilisation as disclosed: as per offer document; no deviation observed.
• Object 1: outstanding liabilities paid; end-quarter utilisation 551.36 Lakhs; unutilised 12.64.
• Object 2: issue-related expenses largely utilized; end-quarter 42.64 Lakhs; unutilised negative 12.64.
• Total unutilised funds: zero; end balances settled by adjustments against liabilities.
• Delay noted for object 1: completed by 6 June 2026, 66-day delay.
• Outstanding liabilities adjusted to related parties: Suryo Udyog Limited and Ram's Assorted Cold Storage Limited.

Governance and Compliance

• Approvals: statutory approvals status marked NA in the report.
• Material information: nil revenue reported for last five financial years.
• Deviations: no major deviation observed versus earlier MA reports.
• Other: outstanding liabilities adjusted to related parties; details disclosed.

General Corporate Purpose (GCP)

• GCP: not applicable; no utilisation heads disclosed.

Q1 FY27 results

• Unaudited quarterly results for quarter ended 30 June 2026; Board approved on 10 August 2026.
• Other income reported at 1,361 thousand for the quarter.
• Depreciation and amortisation expenses recorded at 1,272 thousand.
• Employee benefit expenses recorded at 907 thousand.
• Paid-up equity share capital Rs 69,300 thousand; prior Rs 39,500 thousand.
• Basic earnings per share Rs 0.52; prior Rs 0.05.
• Limited Review Report by Sanjit Mohanty & Co; no material misstatement observed.

Financial results and reporting

• Unaudited quarterly results for the quarter ended 30 June 2026 approved, with Limited Review Report.
• Limited Review Report indicates no material misstatement.
• Quarterly compliance under SEBI LODR 2015 taken on record.
• Board report for FY 2025-26 placed on record.

AGM and book closure

• 37th AGM scheduled for 28 September 2026 at 11:30 AM.
• Book closure from 22 to 28 September 2026 (inclusive).

Appointments and re-appointments

• Recommend re-appointment of Mrs. Annapurna Dash as Non-Executive, Non-Independent Director.
• Mr. Rajiv Kumar Moharana appointed as CFO and KMP, effective 10 Aug 2026.
• Ms. Saroj Ray & Associates appointed as Secretarial Auditor for FY 2026-27.

Governance and voting measures

• Adoption of electronic voting facility and appointment of Scrutinizer.

Meeting Details

• Board meeting scheduled for Monday, 10 August 2026 at 12:00 P.M.
• Venue: Registered office, Dinalipi Bhawan, A-54/1 & A-SS/I, Nayapalli, Baramunda, Bhubaneswar, Odisha 751003

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended 30 June 2026.
• Other agenda items to be discussed.

Other Notes

Meeting Details

• Date: 10 August 2026 (Monday) at 12:00 PM.
• Venue: Registered office, Dinalipi Bhawan, A-54/1 & A-55/1, Nayapalli, Bhubaneswar.

Key Agenda Items

• Agenda: Consider and approve unaudited financial results for quarter ended 31 March 2026.
• Other items on the agenda as disclosed.

Financial results

• Audited financial results approved for quarter and year ended 31 March 2026.
• Standalone and consolidated coverage was not specified in the filing.
• Auditor issued an unmodified opinion on the audited results.
• Statement of assets and liabilities and cash flow statement were also audited.

Board decisions

• Board noted quarterly and half-yearly SEBI compliance for FY2025-26.
• Board noted the secretarial auditor's report for FY2025-26.
• Board noted the monitoring agency report.

Management change

• Mr. Bijay Kumar Dash resigned as Chief Financial Officer.
• Resignation was effective from close of business on 4 May 2026.

Other disclosures

• Auditor noted no revenue from operations during the reported financial year.
• Company undertook a rights issue of 2,970,000 equity shares at Rs. 20 each.