Sundrop Brands ordered to pay ₹2,93,727 PF surcharge

Sundrop Brands has been directed to pay a surcharge of ₹2,93,727 following an order from the Office of the Regional P.F. Commissioner II, Hyderabad. The penalty arises from minor inadvertent deviations in the investment pattern of the company's provident fund trust, Agro Tech Foods Provident Fund, during FY 2023-24. The company must remit the amount within seven days of receiving the order, which was dated June 24, 2026.

The Authority issued a Notice-cum-Order on March 30, 2026, levying the surcharge. After receiving the order on June 25, 2026, the company confirmed that it had previously submitted representations seeking a waiver of the penalty. However, the Authority rejected this request via the June 24 letter.

The disclosure was made to the stock exchanges pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company stated that the investments made by its PF Trust were largely in line with Employee Provident Fund Organisation (EPFO) guidelines, barring the minor deviations cited in the order.

Details of the Order

The following table outlines the key particulars of the regulatory action:

Particulars	Information
Name of the Authority	Office of the Regional P.F. Commissioner II, Regional Office, Kukatpally, Hyderabad
Nature of action	Levy of Surcharge of ₹2,93,727 for FY 2023-24
Date of order	March 30, 2026
Date of receipt	June 25, 2026
Reason	Minor inadvertent deviations from prescribed investment pattern

Financial Impact

The company assessed the financial implications of the order, stating that the impact is limited to the surcharge amount specified. It further clarified that there will be no material impact on the operations or other activities of the listed entity.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.66%	-1.77%	-4.28%	-11.15%	-26.71%	-33.21%

CAG-Tech (Mauritius) Limited has created a non-disposal undertaking and encumbrance over 18,81,073 equity shares of Sundrop Brands Limited , securing term loan facilities availed from lenders. The disclosure, submitted on June 12, 2026, confirms that Catalyst Trusteeship Limited acted as the Onshore Security Agent for the benefit of OCA Fund III Pte. Ltd. and OCA Fund III (B) Pte. Ltd. This transaction increases the total encumbered shares held by the promoter group to 1,65,47,595, representing 43.90% of the company's total share capital.

The encumbrance was created pursuant to a Facility Agreement dated December 16, 2025, and a Non-Disposal Undertaking (NDU) Agreement of the same date. The creation of the hold NDU and encumbrance was effective June 10, 2026. The filing was made to BSE Limited and the National Stock Exchange of India Limited under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Shareholding and Encumbrance Details

The following table outlines the acquisition of encumbrance and the resulting shareholding position:

Metric	Number of Shares	% of Total Share Capital	% of Total Diluted Share Capital
Before the acquisition
Shares under encumbrance	14,666,522	38.91%	37.44%
Acquisition
New encumbrance created	18,81,073	4.99%	4.80%
After the acquisition
Total shares under encumbrance	1,65,47,595	43.90%	42.27%

Regulatory and Capital Structure

Sundrop Brands Limited's equity share capital consists of 3,76,96,853 equity shares of ₹10 each, aggregating to ₹3,76,968,530. The total diluted share capital stands at 3,91,44,764 equity shares of ₹10 each, aggregating to ₹3,91,447,640. These figures are based on the shareholding pattern for the quarter ended March 31, 2026. The mode of acquisition is specified as by way of encumbrance and covenants in the nature of encumbrance over the equity shares of the target company.