Sumuka Agro Industries Limited has submitted a comprehensive report to BSE Limited under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the completion of its merger with Gujjubhai Foods Private Limited. The regulatory filing, submitted on March 26, 2026, provides detailed disclosure of the substantial acquisition resulting from the NCLT-approved merger scheme.

NCLT Approval and Merger Implementation

The Hon'ble National Company Law Tribunal, Mumbai Bench, approved the Scheme of Merger by Absorption of Gujjubhai Foods Private Limited with Sumuka Agro Industries Limited through its Order dated February 04, 2026. The company received the certified true copy of the NCLT Orders on February 16, 2026, with the scheme becoming effective from February 23, 2026.

Share Allotment and Capital Structure Changes

The Board of Directors allotted 1,38,13,666 fully paid-up equity shares of Rs. 10.00 each to shareholders of Gujjubhai Foods Private Limited on March 20, 2026. The shares were allotted in proportion to their holding in the transferor company as on the record date of March 09, 2026.

Promoter Group Shareholding Pattern

The SEBI SAST disclosure reveals significant changes in promoter group holdings following the merger. The promoter group, comprising 11 entities and individuals led by Shaili Vijaybhai Patel, has seen their collective shareholding increase substantially from 27.71% to 63.75%.

Key Individual Promoter Holdings Post-Merger

Shaili Vijaybhai Patel emerged as the largest individual shareholder with 50,16,865 shares (23.98%), an increase from her previous holding of 5,43,074 shares (7.64%). Vishal Vipinkumar Bhatt holds 28,57,108 shares (13.66%), while Kingsman Wealth Management Private Limited owns 26,65,451 shares (12.74%). Vipinkumar Mansukhlal Bhatt holds 22,78,684 shares (10.89%).

Regulatory Compliance and Documentation

The disclosure was filed by Shaili Vijaybhai Patel on behalf of herself and other members of the Promoter and Promoter Group with BSE Limited under security code 532070. The filing confirms exemption under Regulation 10(1)(d)(ii) of SEBI SAST Regulations, 2011, for acquisitions through merger schemes. The comprehensive documentation ensures full compliance with SEBI regulations governing substantial acquisitions and takeover requirements, providing complete transparency regarding the corporate restructuring exercise.

Sumuka Agro Industries Limited has announced its entry into a binding term sheet for the acquisition of 100% equity interest in Arkaa Cluster Private Limited. The acquisition, valued at ₹35 crores, represents a strategic move to expand the company's presence in the food products and agro commodities trading sector.

Acquisition Details

The transaction structure involves a share swap arrangement where Sumuka Agro will issue its listed equity shares to Arkaa Cluster shareholders as consideration for the acquisition. The deal excludes Bonus Compulsorily Convertible Preference Shares (Bonus CCPS), which existing Arkaa shareholders will continue to hold.

Target Company Profile

Arkaa Cluster Private Limited, incorporated on May 30, 2022, operates in multiple segments within the agro-food industry. The company is engaged in trading food products and agro commodities, contract manufacturing of South Indian namkeens and ready-to-eat products, and providing warehousing services for agricultural produce.

Financial Performance

The target company has demonstrated robust growth trajectory over its operational period:

Arkaa Cluster maintains an authorized share capital of ₹15,00,000 with a paid-up share capital of ₹5,15,400.

Strategic Rationale

The acquisition aligns with Sumuka Agro's strategic diversification into complementary South India agro-food segments. Key strategic benefits include:

• Market Expansion: Entry into millets and specialized food products through Arkaa's investment in Urban Millets Private Limited and its "True Millet" brand
• Operational Synergies: Integration of supply chain capabilities and warehousing services
• Product Portfolio Enhancement: Addition of contract manufacturing capabilities for South Indian namkeens and RTE products
• Geographic Presence: Strengthened position in South Indian markets

Additional Financial Arrangements

Beyond the equity acquisition, the transaction includes supplementary financial facilities:

• ₹10 crores interest-free working capital loan
• ₹15 crores loan de-collateralization facility
• Optional ₹10 crores additional loan (not included in equity valuation)

Regulatory Requirements

The completion of the acquisition is subject to obtaining necessary regulatory approvals, including in-principle approval from stock exchanges and other requisite regulatory clearances. The transaction is expected to be completed within 15 days from receipt of all required approvals and shareholder approval.

The acquisition represents a non-related party transaction, with no promoter or group company interests in the target entity. The deal is structured to maintain arm's length transaction principles while ensuring strategic alignment with Sumuka Agro's core business operations in FMCG trading and retailing.