Date: July 21, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Board Meeting Outcomes

  • The Board of Directors of all petitioner companies approved the Scheme of Amalgamation at their respective meetings held on May 7, 2025
  • The Board further approved amendments to certain clauses of the proposed Scheme at meetings held on June 6, 2026

Financial Results (Standalone & Consolidated)

Transferor Company 1 - Vintage Coffee Private Limited (as on December 31, 2025):

  • Authorized Share Capital: ₹40,00,00,000 (4,00,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹38,62,62,010 (3,86,26,201 equity shares of ₹10 each)

Transferor Company 2 - Delecto Foods Private Limited (as on December 31, 2025):

  • Authorized Share Capital: ₹7,50,00,000 (75,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹7,48,39,490 (74,83,949 equity shares of ₹10 each)

Transferee Company - Vintage Coffee and Beverages Limited (as on December 31, 2025):

  • Authorized Share Capital: ₹1,55,00,00,000 (15,50,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹1,45,68,84,090 (14,56,88,409 equity shares of ₹10 each)
  • Public shareholding changed from 60.83% to 61.32% between March 31, 2025 and December 31, 2025

Disinvestment / Strategic Actions

Scheme of Amalgamation Details:

  • Appointed Date: October 1, 2025
  • Effective Date: Upon NCLT approval (July 21, 2026)
  • Transferor Companies: Vintage Coffee Private Limited and Delecto Foods Private Limited (wholly-owned subsidiaries)
  • Transferee Company: Vintage Coffee and Beverages Limited (holding company)
  • No shares will be issued to shareholders of transferor companies as they are wholly-owned
  • Entire paid-up capital of transferor companies (₹46.11 crore) will stand cancelled
  • Investments in transferor companies will be cancelled from transferee company's books
  • Difference between share capital and investment value will be adjusted in reserves

Rationale for Merger:

  • Business consolidation into one entity
  • Reduction of administrative costs and overheads
  • Simplification of corporate structure
  • Operational and management efficiency improvements
  • Achievement of economies of scale and cost reduction

Other Operational / Legal / Strategic Disclosures

Regulatory Observations and Undertakings:

Income Tax Department Observations:

  • Pending demand of ₹12,21,878 against Delecto Foods Private Limited for various assessment years (2015-16 to 2025-26)
  • Transferee company undertakes to pay all statutory dues of transferor companies including income tax demands

Regional Director (SER) Observations:

  • Transferee company undertakes to pay differential fee on revised authorized capital after setting off fees already paid
  • Company undertakes to protect interests of employees transferred from transferor companies
  • Company undertakes to comply with FEMA regulations and SEBI (LODR) Regulations, 2015
  • Company confirms compliance with Section 135 (CSR) of Companies Act, 2013

Official Liquidator Observations:

  • Company amended clauses 10.1, 14.3, 15.6, and 15.7 of the Scheme to comply with accounting standards
  • Company undertakes no retrenchment of employees in service as on Appointed Date (October 1, 2025)

Intervention Petition Details:

  • Shri Vangipuram Vijaya Saradhi filed intervention petition alleging fraud and seeking release of mortgaged property
  • Petitioner claimed directors promised 10% equity shares in transferor companies for providing collateral security
  • Property: Ac.16.31 guntas in Survey No.616 of Polepally Village, Jadcherla Mandal, Mahabubnagar District, Telangana
  • Mortgage created with Punjab National Bank (formerly Oriental Bank of Commerce) on February 22, 2020
  • NCLT dismissed the petition citing lack of locus standi as petitioner was neither shareholder nor creditor

NCLT Order Directions:

  • Scheme sanctioned with Appointed Date of October 1, 2025
  • Transferor companies to be dissolved without winding up
  • Transferee company liable for all outstanding dues of transferor companies
  • Companies to preserve books of accounts and records
  • Companies to ensure statutory compliance of all applicable laws
  • All property, rights and powers of transferor companies to vest in transferee company
  • Companies to file certified copy of order with ROC within 30 days