United Foodbrands Limited has received approval from the National Company Law Tribunal (NCLT), Bengaluru Bench, for the amalgamation of two subsidiaries. The order, dated May 29, 2026, was received by the company on June 2, 2026. The scheme involves the merger of Blue Planet Foods Private Limited, acting as the Transferor Company, into Red Apple Kitchen Consultancy Private Limited, the Transferee Company. This corporate restructuring is intended to streamline operations within the group.

The amalgamation was sanctioned under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions. The regulatory approval marks the conclusion of the legal proceedings required to combine the entities. The scheme will become effective from the Appointed Date of April 1, 2024, once the certified copy of the tribunal's order is filed with the Registrar of Companies.

The following table outlines the key entities involved in the scheme:

The intimation regarding this development was submitted to the stock exchanges pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company had initially informed the exchanges about the proposed scheme on July 29, 2024. The completion of this amalgamation is a strategic move to consolidate the business interests of the subsidiaries under a single entity.

United Foodbrands Limited received an Assessment Order and Notice of Demand from the Deputy Commissioner of Income Tax, Bengaluru, on May 31, 2026, for the Assessment Year 2023-24. The order follows an assessment under Section 143(3) read with Section 144C(3) of the Income Tax Act, 1961. The authority has made an addition of ₹2.78 crores to the company's total income, resulting in a total demand for income tax and interest aggregating to ₹8.63 Crores.

Material Details of the Order

The addition to income arises from a transfer pricing adjustment made under Section 92CA(3) regarding the determination of Arm's Length Price. This adjustment pertains to royalty received from Associated Enterprises (AEs). The company stated that the Assessing Officer issued the demand without providing credit for carry forward losses amounting to ₹28.30 crores.

Company Response and Financial Implications

United Foodbrands Limited maintains that it is not liable to pay the demanded income tax and interest. The company is currently in the process of filing an appeal against the addition to income made pursuant to the transfer pricing adjustment. Additionally, the company has submitted an application for the rectification of the order and the demand notice. No penalty or restriction has been imposed pursuant to the communication.