Sumuka Agro Industries Limited (formerly known as Superb Papers Limited) announced significant corporate restructuring decisions following its board meeting held on March 30, 2026. The board approved a substantial increase in authorized share capital and key amendments to the company's Memorandum of Association.

Authorized Share Capital Enhancement

The board has approved a major expansion of the company's authorized share capital structure. The decision involves increasing the capital from the existing Rs. 21,42,50,000 to Rs. 35,00,00,000, representing a significant enhancement in the company's capital base.

This expansion will require consequential alterations to Clause V (Capital Clause) of the company's Memorandum of Association to reflect the proposed changes in authorized share capital.

Memorandum of Association Amendments

The board has approved significant amendments to the main object clause of the Memorandum of Association. The key addition includes Clause 4, which expands the company's business scope to encompass FMCG operations and holding company functions.

The new clause authorizes the company to:

• Promote, establish, acquire, invest in, and hold shares in companies engaged in FMCG business
• Act as a holding or parent company
• Manage, control and administer financial affairs of subsidiary, associate and group companies
• Handle cash flows, funding arrangements, loans, and debt obligations
• Provide financial assistance, guarantees, securities and other support
• Act as a central treasury for efficient financial management of the group

Extraordinary General Meeting Schedule

To formalize these corporate restructuring measures, the board has scheduled an Extraordinary General Meeting (EGM) for April 27, 2026. The meeting will be conducted through Video Conferencing and Other Audio-Visual Means, adhering to guidelines issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

Mr. Brajesh Gupta, a Practising Company Secretary with membership number A33070 from the Institute of Company Secretaries of India, has been appointed as scrutinizer for the EGM proceedings.

Meeting Details and Timeline

The board meeting was conducted at the company's registered office located at Shanti Vihar Building No. C-5, Shop 6, Mira Road E, Bhayander East, Thane -401105, Maharashtra. The meeting commenced at 7:15 PM and concluded at 7:45 PM on March 30, 2026.

The company will dispatch detailed resolutions for member approval along with information required under Chapter V of the SEBI ICDR Regulations as part of the EGM notice. These corporate restructuring measures demonstrate the company's strategic expansion plans and enhanced operational flexibility for future growth initiatives.

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.