SBEC Sugar Limited is the subject of a mandatory open offer launched by SBEC Systems (India) Limited, along with persons acting in concert. The offer aims to acquire up to 26% of SBEC Sugar Limited's voting share capital, following a Supreme Court order addressing past regulatory violations.

Key Details of the Open Offer

Background and Rationale

The open offer comes in response to the Supreme Court's directions dated March 4, 2025, regarding violations of SEBI takeover regulations from 2014. The offer price includes a 10% annual interest from September 16, 2014, as mandated by the court.

Financial Arrangements and Timeline

Current Shareholding

The acquirer group, part of the Umesh Modi Group, currently holds a 29.86% stake in SBEC Sugar Limited, which is engaged in sugar production and power generation.

Implications for Shareholders

This mandatory open offer provides an exit opportunity for public shareholders at a price determined by regulatory guidelines and judicial directives. Shareholders should carefully consider the offer in light of current market conditions and their investment goals.

Regulatory Compliance

The offer is being made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and as per the Supreme Court's order. This move aims to address past regulatory issues and ensure fair treatment of all shareholders.

Investors are advised to review the detailed offer documents and seek independent financial advice before making a decision regarding the open offer.

SBEC Sugar Limited held its 31st Annual General Meeting (AGM) on September 25, 2025, where shareholders approved several significant resolutions, including key appointments and material related party transactions.

Director Re-appointments

The shareholders approved the re-appointment of Mrs. Kumkum Modi as a Non-Executive Director, despite her reaching the age of 75 years. This special resolution was passed in compliance with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mrs. Modi, who holds a Master's degree in Arts from the University of Delhi, brings over 30 years of experience in general management and corporate advisory services to the board.

Mrs. Modi has familial ties to other directors on the board. She is the spouse of Mr. Umesh Kumar Modi and the mother of Mr. Abhishek Modi and Mr. Jayesh Modi, all of whom serve as directors in the company.

The AGM also saw the re-appointment of Mr. Abhishek Modi and Mr. Vijay Kumar Modi as directors, both of whom were retiring by rotation.

Appointment of Secretarial Auditors

The shareholders approved the appointment of M/s. Soniya Gupta & Associates as the company's Secretarial Auditors for a term of five years. The firm, known for its expertise in corporate, commercial, and legal advisory services, will serve from the conclusion of this AGM until the 36th Annual General Meeting.

Material Related Party Transactions

The shareholders granted authorization for material related party transactions, although specific details of these transactions were not disclosed.

Voting Results

All resolutions put forth at the AGM were passed with overwhelming majority. The e-voting results showed that each resolution received over 99.99% votes in favor, with minimal dissent.

Attendance and Participation

The AGM was conducted through video conferencing, in line with regulatory guidelines. While no shareholders were present in person, 4 members from the promoter and promoter group and 50 public shareholders attended the meeting virtually.

SBEC Sugar Limited's management expressed satisfaction with the outcome of the AGM, viewing the approvals as a vote of confidence in the company's governance and future direction.