The National Company Law Tribunal (NCLT), Hyderabad Bench, has sanctioned the scheme of amalgamation between Vintage Coffee Private Limited, Delecto Foods Private Limited, and their holding company, Vintage Coffee and Beverages Limited . The order, dated July 21, 2026, approves the merger of the two wholly owned subsidiaries into the Transferee Company with the Appointed Date set as October 1, 2025. The Tribunal directed that the Transferor Companies be dissolved without going through the process of winding up.

The Board of Directors of the respective companies had approved the proposed scheme on May 7, 2025. The amalgamation aims to consolidate business operations, simplify the corporate structure, and achieve operational efficiency. As the subsidiaries are wholly owned, no shares will be allotted to shareholders of the Transferor Companies, and the share capital held by the Transferee Company will stand cancelled upon the scheme becoming effective.

Financial and Capital Structure

The share capital details of the entities involved in the amalgamation, as of December 31, 2025, are outlined below:

Statutory Compliance and Liabilities

The Tribunal's order includes specific directions regarding statutory liabilities and compliance. The Transferee Company has been held liable to pay and discharge all outstanding dues of the Transferor Companies, including recovery of any demand arising from the Income Tax Department along with applicable interest and penalties. The order notes a pending tax demand of Rs 12,21,878 against Delecto Foods Private Limited.

The companies have undertaken to ensure compliance with all applicable laws, including the Foreign Exchange Management Act (FEMA) Regulations and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Transferee Company is also directed to file an application with the Registrar of Companies indicating the revised Authorized Capital and pay the prescribed fee, if any, after setting off the fee already paid by the Transferor Companies.

Conditions and Directions

The NCLT mandated that the Petitioner Companies must preserve books of accounts and records without prior permission from the Central Government. All properties, rights, and powers of the Transferor Companies will vest in the Transferee Company from the Appointed Date without further act or deed. Additionally, any legal proceedings pending against the Transferor Companies shall be pursued by the Transferee Company.

The companies are required to file a certified copy of the order with the Registrar of Companies in Form INC-28 within 30 days of receipt. The Tribunal also dismissed an intervention petition filed by an individual regarding a collateral security dispute, stating the applicant lacked locus standi as the matter was independent of the amalgamation scheme.

Vintage Coffee & Beverages Ltd has closed its trading window for designated persons and their immediate relatives from July 1, 2026, until 48 hours after the declaration of its financial results for the quarter ended June 30, 2026. The measure is intended to prevent insider trading in the company's securities ahead of the quarterly earnings announcement. The closure applies to all designated persons, their immediate relatives, and connected persons as defined under the company's Code of Conduct.

The trading window closure is pursuant to the company's Code of Conduct for Prevention of Insider Trading, adopted under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors will meet to consider and approve the unaudited standalone and consolidated financial results for the quarter ended June 30, 2026. A separate intimation regarding the notice of this board meeting will be sent to the stock exchanges.

Designated persons have been formally instructed not to trade in the company's securities during the period of closure. The company has informed BSE Limited and National Stock Exchange of India Limited about the trading window restriction. The intimation was submitted by Balakrishna Tati, Chairman & Managing Director of Vintage Coffee & Beverages Limited.

Key Details