Sundrop Brands Limited (formerly Agro Tech Foods Limited)

1. Employee Stock Option Plan Grants

The Nomination and Remuneration Committee approved the grant of 29,500 employee stock options under the ESOP Scheme 2024:

  • 24,000 options granted to eligible employees of material subsidiary Del Monte Foods Private Limited
  • 5,500 options granted to an eligible employee of Sundrop Brands (superseding previous approval from May 7, 2026)

Key ESOP Details:

  • Exercise price: ₹636 per option for tenure-based grants, ₹515 per option for performance-based grants
  • Options vest over minimum 1-year period from grant date
  • Exercise period: 5 years from vesting date
  • Equity shares arising from exercise will rank pari passu with existing shares
  • The grant is compliant with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

2. Q1 FY27 Financial Results Approval

The Board of Directors approved the unaudited financial results for quarter ended June 30, 2026:

Standalone Financial Results (₹ crores):

  • Revenue from operations: ₹242.77
  • Total expenses: ₹229.31
  • Profit before tax: ₹13.46
  • Tax expense: ₹3.68 (Current tax: ₹1.74, Deferred tax: ₹1.94)
  • Profit after tax: ₹9.78
  • Basic and diluted EPS: ₹2.59

Consolidated Financial Results (₹ crores):

  • Revenue from operations: ₹428.08
  • Total expenses: ₹410.93
  • Profit before tax: ₹17.15
  • Tax expense: ₹5.02
  • Profit after tax: ₹12.13
  • Basic and diluted EPS: ₹3.22

Segment Information:

  • The Group operates in a single segment - "Foods"
  • Q1 FY27 segment revenue: ₹428.08 crore
  • Q1 FY27 segment profit before tax: ₹17.15 crore

Auditor's Limited Review:

  • BS R and Co conducted limited review of both standalone and consolidated results
  • Review conducted under SRE 2410 standards
  • Includes results of 7 entities: Sundrop Brands Limited, Sundrop Foods India Private Limited, Agro Tech Foods (Bangladesh) Pvt. Ltd, Sundrop Foods Lanka (Private) Limited, Del Monte Foods Private Limited, Del Monte Foods India (North) Private Limited, and Agro Tech ESOP Trust
  • Three subsidiaries not reviewed contributed revenues of ₹0.46 crore and net loss of ₹0.19 crore (deemed immaterial)

Key Notes to Financial Results:

  • Share-based payment expense: ₹4.74 crore for Q1 FY26 (₹4.88 crore for Q4 FY26)
  • Labour Code implementation impact: ₹1.55 crore recognized in employee benefits expense for FY26
  • Promotional expenses reclassification: ₹0.67 crore netted against revenue in standalone results, ₹1.19 crore in consolidated results for Q1 FY26
  • Figures for quarter ended March 31, 2026 are balancing figures between audited annual figures and previously published quarterly figures

3. Amendment to Insider Trading Code of Conduct

The Board approved amendments to the Code of Conduct to regulate, monitor and report trading by Insiders and Code of practices and procedures for fair disclosure of unpublished price sensitive information. The amended code:

  • Aligns with SEBI (Prohibition of Insider Trading) Regulations, 2015 and amendments
  • Includes detailed policies for determination of "legitimate purposes"
  • Establishes process for bringing people 'inside' on sensitive transactions
  • Creates policy for enquiry in case of leak of unpublished price sensitive information
  • Available on company website: https://www.sundropbrands.com/code-of-conduct.aspx

Additional Information

  • Board meeting duration: 2:38 PM to 4:08 PM IST
  • No allotment of equity shares for exercised ESOPs as grantee was restricted from exercising vested options
  • Compliance Officer: Kavita, Company Secretary and Compliance Officer (Membership Number: A-27174)