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.

Sumuka Agro Industries Limited has received the certified true copy of the National Company Law Tribunal (NCLT) final order sanctioning its merger by absorption with Gujubhai Foods Private Limited. The company disclosed this development to BSE Limited on February 17, 2026, pursuant to Regulation 30 of SEBI LODR Regulations.

NCLT Order Details

The Hon'ble National Company Law Tribunal, Mumbai Bench issued the final order on February 04, 2026, sanctioning the scheme of merger by absorption of Gujubhai Foods Private Limited with Sumuka Agro Industries Limited. The company received the certified true copy of this order on February 16, 2026.

Merger Scheme Structure

Under the approved merger scheme, Gujubhai Foods Private Limited will be absorbed into Sumuka Agro Industries Limited. The consideration structure provides shareholders of the transferor company with equity shares in the transferee company.

Business Rationale and Benefits

Both companies operate in complementary business segments within the food manufacturing sector. Gujubhai Foods Private Limited is engaged in manufacturing and sale of packaged snacks food items, while Sumuka Agro Industries Limited focuses on manufacturing and marketing of ready-to-cook items, nankeen and snacks, sweets and spices, and online packaged food sales.

The merger is expected to deliver several strategic benefits:

• Consolidation of business operations and assets
• Synergy of operations and networks of both companies
• Better and more efficient utilization of available resources
• Benefits of internal economies and diversification to mitigate risks
• Improved organizational efficiencies

Implementation Timeline

The scheme will become effective once the certified copies of the NCLT order are filed with the Registrar of Companies through form INC28. The companies must also fulfill other conditions specified in the scheme. As part of the merger implementation, the transferee company will change its name to "Gujubhai Industries Limited."

Regulatory Compliance

The NCLT order includes several compliance requirements and undertakings by the petitioner companies. These include protection of creditor interests, compliance with accounting principles and standards, adherence to Income Tax Act provisions, and fulfillment of sectoral regulator requirements including BSE compliance.

The Official Liquidator filed a report on January 08, 2026, confirming that the affairs of the transferor company have been conducted properly and are not prejudicial to member or public interests. The tribunal found the scheme fair, reasonable, and not violative of any legal provisions or contrary to public policy.