Sumuka Agro Industries Limited, formerly known as Superb Papers Limited, has announced that its merger with Gujjubhai Foods Private Limited has officially become effective. The development follows the sanction of the scheme by the National Company Law Tribunal Mumbai Bench and subsequent filing of required documents with the Ministry of Corporate Affairs.

The company made the disclosure to the BSE Limited, where it is listed under Scrip Code 532070, in compliance with Regulation 30 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015.

The merger has been carried out under the provisions of Sections 230 to 232 of the Companies Act, 2013, along with other applicable provisions governing compromises, arrangements and amalgamations. With the filing of the certified copy of the NCLT order in e Form INC 28 on February 23, 2026, the scheme has become legally effective.

Background of the merger

The Scheme of Merger by Absorption involves Gujjubhai Foods Private Limited as the Transferor Company merging into Sumuka Agro Industries Limited as the Transferee Company. Upon the scheme becoming effective, Gujjubhai Foods will stand absorbed into Sumuka Agro Industries Limited in accordance with the approved terms.

The company had earlier informed the stock exchange on February 17, 2026 regarding receipt of the certified copy of the NCLT order dated February 4, 2026. The order sanctioned the merger after considering all regulatory requirements, shareholder approvals and procedural compliances.

The National Company Law Tribunal plays a critical role in approving mergers and amalgamations in India. Under the Companies Act, 2013, any scheme of arrangement or merger between companies requires approval from the NCLT to ensure that the interests of shareholders, creditors and other stakeholders are safeguarded.

Effective date of the scheme

Sumuka Agro Industries Limited has confirmed that after fulfilling all the conditions specified in the scheme, including filing requirements under Section 232(5) of the Companies Act, 2013 and Rule 25(7) of the Companies Compromises, Arrangements and Amalgamations Rules, 2016, the merger has become effective from February 23, 2026.

The filing of e Form INC 28 with the Ministry of Corporate Affairs is a critical procedural step. It signifies that the certified copy of the NCLT order has been formally submitted and recorded. Only after this filing does the scheme attain legal effectiveness.

The Board of Directors of Sumuka Agro Industries Limited considered and took on record February 23, 2026 as the Effective Date of the merger. From this date onwards, all assets, liabilities, rights and obligations of Gujjubhai Foods Private Limited stand transferred to and vested in Sumuka Agro Industries Limited as per the scheme.

Regulatory compliance and disclosure

The company has made this disclosure under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Regulation 30 mandates listed entities to promptly disclose material events that may impact investors or influence share price movements.

Mergers and amalgamations are considered material corporate events because they may significantly alter a company’s financial structure, operations, scale and strategic direction. Timely disclosure ensures transparency and protects investor interests.

Sumuka Agro Industries Limited has requested the stock exchange to take the intimation on record, completing its formal communication obligations.

Strategic implications of the merger

While the company’s announcement primarily focuses on regulatory completion, mergers of this nature typically aim to achieve operational synergies, expansion of product portfolios, improved distribution networks and stronger market positioning.

As an agro and food sector company, Sumuka Agro Industries Limited may benefit from integration of Gujjubhai Foods’ product lines, supply chain assets or brand presence. Consolidation can lead to cost efficiencies, streamlined management and enhanced competitiveness in the market.

In India’s evolving food processing and agro industries landscape, consolidation has become a common strategy. Companies are seeking scale to compete effectively, manage input costs and respond to changing consumer demand patterns.

The merger also reflects corporate restructuring efforts that many mid sized listed entities undertake to optimise business structures and unlock value.

Legal framework under Companies Act

Sections 230 to 232 of the Companies Act, 2013 provide the legal framework for compromises, arrangements and amalgamations. The process typically involves board approval, filing of scheme documents, notices to shareholders and creditors, meetings if directed, and final approval from the NCLT.

The Tribunal examines whether the scheme is fair, reasonable and not prejudicial to stakeholders. Once sanctioned, the scheme becomes binding on all parties involved.

The requirement to file the certified copy of the NCLT order with the Ministry of Corporate Affairs ensures that the merger is officially recorded in government records. This step also enables necessary updates in statutory registers and corporate databases.

Importance for shareholders

For shareholders of Sumuka Agro Industries Limited, the effective merger date marks the beginning of integration of financial results and business operations of the Transferor Company. Depending on the terms of the scheme, shareholders of Gujjubhai Foods Private Limited may receive shares or other consideration as approved under the arrangement.

Such mergers can potentially enhance long term shareholder value if integration is managed efficiently and expected synergies are realised. However, investors also monitor execution risks, integration costs and changes in financial metrics.

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