Sumuka Agro Industries Limited has announced the board approval for incorporating a wholly-owned subsidiary company in Karnataka, marking a strategic expansion of its business operations. The decision was taken during a board meeting held on March 2, 2026, demonstrating the company's commitment to diversifying its operational presence.

Board Meeting Details

The Board of Directors convened on Monday, March 2, 2026, with the meeting commencing at 1:00 p.m. and concluding at 1:15 p.m. at the company's registered office. The primary agenda item was the approval for incorporating a wholly-owned subsidiary in the state of Karnataka.

Subsidiary Company Overview

The new subsidiary will be named Sumuka Bharat Traders and Distributors Private Limited and will operate in the trading and distribution sector. Key details of the proposed subsidiary include:

Business Operations and Objectives

The subsidiary will focus on comprehensive trading operations, including:

• Importing and exporting of all types of goods
• Transportation and storage services
• Marketing and supply chain management
• Wholesale and retail trading operations
• Business operations across India and international markets

The company's business model encompasses buying, selling, reselling, and dealing in various goods through multiple channels, positioning it as a comprehensive trading and distribution entity.

Financial and Regulatory Details

The acquisition structure involves cash consideration with equity shares being acquired at face value of INR 10 each. The transaction qualifies as a related party transaction, and no specific governmental or regulatory approvals are required for this incorporation.

Strategic Impact

This subsidiary incorporation represents Sumuka Agro Industries Limited's strategic move to expand its business operations beyond its current scope. The trading and distribution focus of the new entity will complement the parent company's existing business activities, potentially creating synergies in supply chain management and market reach.

The company has fulfilled all disclosure requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency in this corporate development. The subsidiary's establishment in Karnataka positions the company to leverage the state's strategic location and business-friendly environment for its trading operations.

Sumuka agro industries Limited has officially announced the effective date of its merger scheme with Gujjuubhai Foods Private Limited as February 23, 2026, and has now set March 9, 2026 as the record date for determining eligible shareholders under the merger arrangement. The merger by absorption represents a significant corporate restructuring move that has received all necessary regulatory approvals.

NCLT Approval and Regulatory Framework

The merger scheme was sanctioned by the Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench through its order dated February 4, 2026. The scheme operates under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. This regulatory framework governs the merger by absorption of Gujjuubhai Foods Private Limited (Transferor Company) with Sumuka Agro Industries Limited (Transferee Company) and their respective shareholders.

Record Date and Share Exchange Ratio

The company received communication dated February 23, 2026 from the Transferor Company for fixing Monday, March 9, 2026 as the record date. This date will determine the shareholders of the Transferor Company (other than the Company) who shall be entitled to receive fully paid-up equity shares of the Transferee Company. The Board of Directors at its meeting held on February 24, 2026 considered and approved this record date.

Compliance and Implementation Process

The company fulfilled all conditions specified in Clause 1(e) (Definition of Effective Date) read with Clause 17 (Conditionality of the Scheme) of the merger scheme. Both Sumuka Agro Industries Limited and Gujjuubhai Foods Private Limited completed the filing of the certified copy of the NCLT order with the Ministry of Corporate Affairs, Government of India via e-Form INC-28 on February 23, 2026.

The filing was made in compliance with Section 232(5) of the Companies Act, 2013 read with Rule 25(7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The merger scheme became effective immediately post filing of the e-Form INC-28.

Corporate Structure and Disclosure

Under the merger arrangement, Gujjuubhai Foods Private Limited serves as the Transferor Company, while Sumuka Agro Industries Limited acts as the Transferee Company. The scheme encompasses both companies and their respective shareholders in the merger process.

The disclosure was made in accordance with Regulation 30 and Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. This regulatory requirement ensures transparency and proper communication to stakeholders regarding material corporate developments. The announcement was signed by Paresh Thakker, Managing Director (DIN: 07336390), confirming the company's commitment to regulatory compliance throughout the merger process.