Nature of Disclosure: Regulatory filing to inform the stock exchanges of the receipt of the National Company Law Tribunal (NCLT), Hyderabad Bench's order sanctioning a Scheme of Amalgamation.
Key Event: The NCLT, Hyderabad Bench, vide its order dated 21.07.2026, has approved the merger of two wholly-owned subsidiaries—Vintage Coffee Private Limited (Transferor Company 1, CIN: U15500TG2015PTC098937) and Delecto Foods Private Limited (Transferor Company 2, CIN: U15400TG2012PTC082813)—with Vintage Coffee and Beverages Limited (Transferee Company, CIN: L15100TG1980PLC161210). The certified true copy of the order was received by the company on 03.08.2026.
Appointed Date: The merger is effective from the appointed date of 1st October 2025.
Share Capital and Merger Consideration:
- As the transferor companies are wholly-owned subsidiaries, no shares will be issued by the Transferee Company as consideration. The entire paid-up share capital of the transferor companies, held by the Transferee Company, will stand cancelled upon the scheme becoming effective.
- The investments in these subsidiaries, as recorded in the Transferee Company's books, will also be cancelled. Any difference between the investment value and the share capital of the transferor companies will be adjusted in the reserves of the Transferee Company.
Pre-Merger Share Capital (as on 31st December 2025):
- Vintage Coffee Private Limited (Transferor Co. 1): Authorized Capital: ₹40,00,00,000 (4 crore shares of ₹10 each); Paid-up Capital: ₹38,62,62,010 (3,86,26,201 shares of ₹10 each).
- Delecto Foods Private Limited (Transferor Co. 2): Authorized Capital: ₹7,50,00,000 (75 lakh shares of ₹10 each); Paid-up Capital: ₹7,48,39,490 (74,83,949 shares of ₹10 each).
- Vintage Coffee and Beverages Limited (Transferee Co.): Authorized Capital: ₹1,55,00,00,000 (15.5 crore shares of ₹10 each); Paid-up Capital: ₹1,45,68,84,090 (14,56,88,409 shares of ₹10 each).
Rationale for Merger: The stated rationale includes business consolidation, optimization of synergies, reduction of administrative costs and overheads, achieving operational and management efficiency, and attaining economies of scale.
Regulatory Observations and Undertakings:
- Income Tax Department: Noted a pending total demand of ₹12,21,878 against Delecto Foods Private Limited for various assessment years (2015-16 to 2025-26). The Transferee Company undertook to pay any statutory dues, including this demand, arising against the transferor companies.
- Regional Director (SER) and Official Liquidator: Raised observations on various clauses of the scheme, compliance with laws, and a complaint from a third party regarding a pledged property. The Petitioner Companies filed reply affidavits and provided undertakings to comply with all observations. They also amended specific clauses of the scheme (Clauses 10.1, 14.3, 15.3, 15.6, 15.7) as directed, which were approved by their respective boards on 06.06.2026.
- The Transferee Company undertook to pay the differential fee to the Registrar of Companies for the clubbing of authorized capital, as required under Section 232(3)(i) of the Companies Act, 2013.
NCLT Order Directives: The Tribunal ordered that:
- The Scheme of Amalgamation is sanctioned and binding on all members, employees, creditors, and stakeholders.
- The Transferor Companies shall be dissolved without winding up.
- The Transferee Company is liable to bear and pay all outstanding liabilities and statutory dues of the transferor companies.
- The Petitioner Companies must preserve all books of accounts and records.
- A certified copy of the order must be filed with the Registrar of Companies, Hyderabad, within 30 days of its receipt for registration.
Financial Impact: The financial impact involves the cancellation of the Transferee Company's investment in the subsidiaries (approx. ₹46.11 crore book value) and the subsequent adjustment in its reserves. No cash outflow for share issuance is involved. The Transferee Company assumes all assets and liabilities of the transferor companies.