Nature of the Event

This is a regulatory disclosure made pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The company intimates the Bombay Stock Exchange (BSE) about the cessation of an associate company, SAMT Foods Private Limited ("Transferor Company"), due to its amalgamation with Ruparel Foods Private Limited ("Transferee Company"), a group company, under a Scheme of Amalgamation sanctioned by the National Company Law Tribunal (NCLT).

Key Details of the Amalgamation

  • Scheme Sanction: The Hon'ble NCLT, Ahmedabad Bench, sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The final order was pronounced on October 31, 2026, in C.P.(CAA)/63(AHM)/2025 in C.A.(CAA)/40(AHM)/2025.
  • Appointed Date: The Scheme has an Appointed Date of April 1, 2025.
  • Effective Date: A certified copy of the NCLT order was issued on November 5, 2026. It was filed with the Registrar of Companies (ROC), Ahmedabad, on the MCA portal by the respective companies on November 13, 2026. Consequently, the Scheme became effective on November 13, 2026, as per its definition of 'effective date'.
  • Transaction Effect: The entire undertaking of SAMT Foods Private Limited, including all assets, liabilities, employees, and proceedings, stands transferred to and vested in Ruparel Foods Private Limited. SAMT Foods Private Limited stands dissolved without winding up.

Impact on Ruparel Food Products Limited

  • Cessation of Associate: SAMT Foods Private Limited, an associate of the company, ceases to be an associate with effect from November 13, 2026.
  • Consideration Received: As consideration for its shareholding, the company will receive equity shares in Ruparel Foods Private Limited.
  • Share Exchange Ratio: 1 equity share of ₹10 each in Ruparel Foods Private Limited for every 5 equity shares of ₹10 each held in SAMT Foods Private Limited.
  • Company's Entitlement: The company holds 20,00,000 equity shares in SAMT Foods Private Limited. In exchange, it will be allotted 4,00,000 equity shares of ₹10 each in Ruparel Foods Private Limited.
  • Fractional entitlements, if any, will be paid in cash.

Material Financial Information (as of March 31, 2026)

The annexure to the letter provides the following disclosures as required by SEBI:

  • Turnover/Revenue/Income:
  • SAMT Foods Pvt Ltd (Associate): ₹3021.01 Lakhs
  • Ruparel Food Products Ltd (Company): ₹342.67 Lakhs
  • Percentage Contribution: 881.61% (of the company's income)
  • Net Worth:
  • SAMT Foods Pvt Ltd (Associate): ₹571.09 Lakhs
  • Ruparel Food Products Ltd (Company): ₹470.97 Lakhs
  • Percentage Contribution: 121.26% (of the company's net worth)

Other Regulatory Disclosures

  • Buyer Details: The Transferee Company is Ruparel Foods Private Limited (CIN: U15490GJ2004PTC045044). It belongs to the same promoter group, has its registered office at PB No. 12, 43 Industrial Plot, Bhavnagar, Mahuva, Gujarat – 364290, and has common directors with the listed entity.
  • Related Party Transaction: The transaction is classified as a related party transaction because the company is receiving shares from a group company. It is stated to be conducted at "arm's length" as the share exchange ratio was approved by the NCLT.
  • Regulation 37A: Regulation 37A of the SEBI (LODR) Regulations, 2015, is not applicable as the transaction is carried out under a court-sanctioned Scheme of Amalgamation.