ADF Foods Limited has received regulatory approval for the amalgamation of two of its subsidiaries, marking a significant step in the company's corporate restructuring initiative. The Regional Director (RD) – North Western Region, Ministry of Corporate Affairs, Ahmedabad approved the Scheme of Amalgamation between ADF Foods (India) Limited and Telluric Foods Limited on 1st April, 2026.

Merger Details and Structure

The approved scheme involves the merger of ADF Foods (India) Limited (transferor company) with Telluric Foods Limited (transferee company), both wholly-owned subsidiaries of ADF Foods Limited. The merger has been sanctioned under Section 233 of the Companies Act, 2013 through the fast track route.

Business Operations and Rationale

Both entities operate in the trading of processed food products within the domestic market. The amalgamation is strategically designed to achieve multiple operational benefits:

• Simplify the corporate structure
• Enable more efficient utilization of capital and resources
• Integrate business operations
• Eliminate operational duplication
• Rationalize administrative and compliance costs

Implementation Framework

The merger will become effective from the appointed date specified in the scheme upon filing of the order with the Registrar of Companies through e-form INC-28. Following this filing, the transferor company ADF Foods (India) Limited will stand dissolved.

Since ADF Foods (India) Limited is a wholly-owned subsidiary of Telluric Foods Limited, no new shares will be issued pursuant to the scheme. The shareholding of the transferee company in the transferor company will be cancelled upon the scheme becoming effective.

Regulatory Compliance

The approved merger comes with specific compliance conditions including adherence to Section 233 provisions of the Companies Act, 2013, payment of applicable income tax and stamp duty, preservation of company books and papers as per Section 239, and continuation of all legal proceedings by the transferee company.

Impact on Parent Company

The amalgamation will not result in any change to the shareholding pattern of ADF Foods Limited, as the merger is between subsidiary companies and the parent company is not issuing any shares under the scheme. This internal restructuring is expected to streamline operations while maintaining the existing ownership structure.

ADF Foods has officially commenced commercial production at its new Greenfield manufacturing facility, marking a significant milestone in the company's expansion strategy. The company made this announcement through a regulatory filing under Regulation 30 of SEBI Listing Regulations, confirming the successful launch of operations at the Gujarat Agro Infrastructure Mega Food Park.

Facility Specifications and Investment Details

The new manufacturing facility represents a substantial investment in ADF Foods' production capabilities:

Strategic Market Positioning

The facility has been strategically established to serve dual market objectives, strengthening ADF Foods' competitive position across multiple segments. The company has designed this manufacturing unit to cater to both international and domestic markets, providing enhanced operational flexibility for market expansion initiatives.

Operational Impact and Growth Prospects

This commercial production launch represents the successful completion of Phase-1 development at the Surat facility. The ₹90.00 crore investment demonstrates ADF Foods' commitment to scaling its manufacturing operations and meeting growing market demand. According to the company's regulatory filing, the facility is expected to strengthen production capabilities, improve operational efficiencies, and support future growth plans.

Regulatory Compliance and Transparency

ADF Foods has ensured full regulatory compliance by filing the requisite intimation under SEBI regulations. The company has also made this information available on its official website, maintaining transparency with stakeholders and investors about this significant operational development.