Key Details

Symbol (NSE): ABDL

Corporate Action: Scheme of Amalgamation (Merger by Absorption)

Record Date: Not Specified

Nature of Scheme: Amalgamation of two wholly-owned subsidiaries into parent company

Entities Involved

Transferor Companies:

  • Deccan Star Distilleries India Private Limited (Transferor Company 1)
  • Sarthak Blenders & Bottlers Private Limited (Transferor Company 2)

Transferee Company: Allied Blenders and Distillers Limited

Demerged Company: Not Applicable (Amalgamation)

Resulting Company: Allied Blenders and Distillers Limited (expanded entity)

Share Entitlement Ratio

No share entitlement ratio applicable. Since both Transferor Companies are wholly-owned subsidiaries of the Transferee Company, no new shares will be issued. The existing shares held by the Transferee Company in the Transferor Companies will stand cancelled upon amalgamation.

Implied Capital Structure Impact

Not Specified for overall capital structure. However, the following share capital details were disclosed:

Transferor Company 1 (Deccan Star Distilleries):

  • Authorized Capital: INR 1,00,000 (10,000 equity shares of INR 10 each)
  • Paid-up Capital: INR 1,00,000 (10,000 equity shares of INR 10 each)

Transferor Company 2 (Sarthak Blenders):

  • Authorized Capital: INR 1,30,00,000 (13,00,000 equity shares of INR 10 each)
  • Paid-up Capital: INR 52,21,000 (5,22,100 equity shares of INR 10 each)

Transferee Company (ABDL):

  • Authorized Capital: INR 72,43,00,000 (36,21,50,000 equity shares of INR 2 each)
  • Paid-up Capital: INR 55,94,20,302 (27,97,10,151 equity shares of INR 2 each)

Post-Allotment Listing Plan

The resulting entity (Allied Blenders and Distillers Limited) will remain listed on BSE Limited and National Stock Exchange of India Limited. No separate listing for any new entity.

Regulatory and Approval Status

NCLT Approval Status: Approved by Hon'ble National Company Law Tribunal, Hyderabad Bench on July 28, 2026

Shareholder Approval Status: Meetings dispensed with by NCLT order dated January 29, 2026 (CA (CAA) No. 2/230/HDB/2026)

SEBI/Stock Exchange Observations: Company undertook to comply with SEBI(LODR) Guidelines

Effective Date: April 1, 2025 (Appointed Date)

Certified Copy Received: August 3, 2026 at 16:23 P.M. (IST)

Financial Rationale

The Scheme aims to:

  • Reduce number of entities and simplify group structure
  • Reduce legal and regulatory compliances
  • Eliminate managerial overlaps
  • Achieve cost economies by combining functions and operations
  • Eliminate administrative duplications of multiple record keeping
  • Reduce administrative, managerial and other common costs

Impact on Shareholders

  • No change in shareholding pattern of Transferee Company post-amalgamation
  • No new shares issued to shareholders
  • Entire undertakings of Transferor Companies transfer to Transferee Company
  • All employees of Transferor Companies become employees of Transferee Company from effective date
  • All legal proceedings pending by or against Transferor Companies to be continued by/against Transferee Company

NCLT Conditions and Directives

1. Company to comply with observations raised by Regional Director and Official Liquidator

2. Preserve books of accounts and papers - cannot be disposed without Central Government permission

3. Ensure statutory compliance of all applicable laws

4. Transferee Company liable for any future tax liabilities of Transferor Companies

5. Strict compliance with Accounting Treatment Standards under Section 133 of Companies Act, 2013

6. File annual compliance statement with Registrar as required under Section 232(7)

7. File certified copy of order in Form INC-28 with Registrar of Companies within 30 days

8. Scheme not to grant exemption from payment of Stamp Duty, taxes or other charges

Accounting Treatment

The amalgamation will be accounted for using the 'pooling of interest method' of accounting as prescribed under Appendix C of Indian Accounting Standard (Ind AS) 103, 'Business combinations' for entities under common control.