Key Resolution Details

The company is seeking shareholder approval through postal ballot for entering into a marketing arrangement with AWL Agri Business Limited (AWL) for sale, marketing and distribution of sugar manufactured by the company under the Madhur brand.

Transaction Specifics

Related Party: AWL Agri Business Limited

Nature of Relationship: Both SRSL and AWL are subsidiaries of Wilmar International Limited through different holding companies (Lence Pte. Ltd. and Wilmar Sugar and Energy Pte. Ltd. respectively)

Transaction Details:

  • AWL will handle pan-India marketing, sales and distribution of Madhur brand sugar
  • SRSL will retain ownership of the Madhur brand and related intellectual property
  • AWL will pay royalty to SRSL @ 1% of sales of Madhur Sugar manufactured by SRSL and sold to AWL
  • AWL will pay royalty @ 0.5% of sales of Madhur Sugar sourced by AWL from third parties
  • Transfer of some employees of SRSL to AWL with effect from the cut-off date (1st July 2026)
  • Duration: 5 years effective from 1st July 2026

Financial Impact:

  • Total estimated sales value of Madhur Sugar: Approximately ₹3,037.70 Crores over 5 years
  • Total estimated royalty payments: Approximately ₹34.4 Crores over 5 years
  • Aggregate estimated transaction value: Approximately ₹3,072.1 Crores over 5 years

Annual Breakdown:

  • 1st July 2026 to 31st March 2027: Sales - ₹402.8 Cr, Royalty - ₹4.6 Cr
  • 1st April 2027 to 30th June 2028: Sales - ₹541.6 Cr, Royalty - ₹6.1 Cr
  • 1st July 2028 to 31st March 2029: Sales - ₹589.6 Cr, Royalty - ₹6.6 Cr
  • 1st April 2029 to 30th June 2030: Sales - ₹637.1 Cr, Royalty - ₹7.2 Cr
  • 1st July 2030 to 31st March 2031: Sales - ₹686.3 Cr, Royalty - ₹7.8 Cr
  • 1st April 2031 to 30th June 2031: Sales - ₹180.3 Cr, Royalty - ₹2.1 Cr

Materiality Assessment

The transaction qualifies as a material related party transaction under Regulation 23 of SEBI LODR Regulations:

  • Company's FY 2025-26 consolidated turnover: ₹9,168.90 Crores
  • Materiality threshold (10% of turnover): ₹916.9 Crores
  • Proposed transaction value: ₹3,072.1 Crores (33.51% of FY26 turnover)
  • Value as percentage of related party's FY26 turnover: 4.11%

Pricing Mechanism

  • Average Sale Realization of loose refined sugar sold by SRSL in previous month + ₹1,000 per MT (for additional processing) + all packing costs on actual basis
  • Royalty rates: 1% on SRSL-manufactured sugar, 0.5% on third-party sourced sugar

Supply Commitment

  • SRSL shall supply at least 100,000 MT of Madhur Sugar per annum to AWL
  • Target Supply Volume: 150,000 MT or more per year (aspirational, not binding)

Previous Transactions with AWL (FY 2025-26)

  • Sale of Sugar: ₹11.16 Crore
  • Sale of RoDTEP: ₹19.07 Crore
  • Rent Expense: ₹0.20 Crore
  • Total: ₹30.43 Crore

Voting Schedule

  • Cut-off date: 27th May 2026
  • E-voting start: 30th May 2026 (9:00 AM IST)
  • E-voting end: 28th June 2026 (5:00 PM IST)
  • Results declaration: On or before 30th June 2026
  • Resolution deemed passed on: 28th June 2026 (last date of e-voting)

Scrutinizer Appointment

CS Tehseen Fatima Khatri of M/s. T. F. Khatri & Associates appointed as Scrutinizer to monitor the postal ballot e-voting process.

Documents Availability

All documents referred to in the notice are available for electronic inspection without fee from the date of circulation until the last date of e-voting. Members can request inspection via email to groupcs@renukasugars.com or einward.ris@kfintech.com.

Contact for Grievances

Mr. Ganesh Chandra Patro, Deputy Vice President, KFin Technologies Limited