Hindustan Foods Limited has officially notified BSE Limited and National Stock Exchange of India Limited about the effectiveness of its comprehensive Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. The scheme became effective from the closing of business hours on March 31, 2026, following the filing of requisite documents with the Registrar of Companies, Mumbai, Maharashtra.

Scheme Structure and Participants

The Scheme of Arrangement involves three key entities working in coordination to execute strategic corporate restructuring:

The arrangement encompasses both demerger and amalgamation transactions, designed to consolidate business operations under Hindustan Foods Limited's umbrella.

Transaction Timeline and Appointed Dates

The scheme operates with distinct appointed dates for different components of the restructuring process:

The demerger specifically involves the transfer of Avalon Cosmetics' Contract Manufacturing operations based in Nashik to Hindustan Foods Limited, while the amalgamation will see Vanity Case India Private Limited merge entirely with the company.

Regulatory Compliance and Documentation

Hindustan Foods Limited has fulfilled all regulatory requirements by filing the scheme documentation along with Form INC-28 with the Registrar of Companies in Mumbai, Maharashtra. The company has communicated this development to both major stock exchanges where it is listed - BSE Limited (Scrip Code: 519126) and National Stock Exchange of India Limited (Symbol: HNDFDS).

The notification was issued in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency with stakeholders and regulatory authorities.

Shareholder Information and Next Steps

The company has indicated that a separate intimation regarding the record date will be communicated to determine eligible shareholders of both the Demerged Company and the Transferor Company. This record date will establish which shareholders are entitled to benefits under the scheme arrangement.

Hindustan Foods Limited, operating as part of the Vanity Case Group and recognized as a Government Two Star Export House, continues to execute its strategic expansion through this comprehensive corporate restructuring initiative.

Hindustan Foods Limited has received demand orders from the Commercial Taxes Department, Tindivanam, Tamil Nadu, totaling ₹4,95,16,269 for the financial year 2019-20. The company disclosed this development through a regulatory filing under Regulation 30 of SEBI Listing Regulations on March 26, 2026.

Tax Demand Details

The demand orders were issued under section 74 of CGST/SGST Act, 2017 and received by the company on March 25, 2026. The orders relate to alleged excess refund released during FY 2019-20.

The tax penalty component amounts to ₹2,24,12,410 (Rupees Two Crores Twenty Four Lakhs Twelve Thousand Four Hundred Ten Only), while the interest portion totals ₹2,71,03,859 (Rupees Two Crores Seventy One Lakh Three Thousand Eight Hundred Fifty Nine Only).

Company's Response

Hindustan Foods Limited has stated that there is no material impact on the company's financials, operations, or other activities due to this demand order. The company is currently in the process of contesting the said order through appropriate legal channels.

Regulatory Compliance

The disclosure was made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The information was communicated to both BSE Limited and National Stock Exchange of India Limited.

Authority Details

The company secretary and legal head, Bankim Purohit (ACS: 21865), signed the regulatory filing on behalf of Hindustan Foods Limited, ensuring proper disclosure to the stock exchanges and regulatory authorities.