Vintage Coffee & Beverages Limited has scheduled its 1st Extra-Ordinary General Meeting (EGM) for August 14, 2026, to seek shareholder approval for the re-appointment of two Independent Directors. The meeting, to be held through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), will consider special resolutions to extend the tenure of Mr. Sanjiban Brata Roy and Mr. Ajay Poonia for second terms of two years each. This governance update ensures continuity in the company’s board composition and compliance with SEBI regulations.

The Board of Directors approved the re-appointments following recommendations from the Nomination and Remuneration Committee during its meeting on May 16, 2026. Mr. Sanjiban Brata Roy (DIN: 08607188), whose current term ends on May 17, 2026, is proposed to be re-appointed for a term effective from May 18, 2026, to May 17, 2028. Additionally, shareholders will vote on allowing Mr. Roy to continue his directorship after attaining the age of seventy-five years during the proposed tenure, as required under Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Ajay Poonia (DIN: 07566017), whose current term concludes on July 11, 2026, is proposed for re-appointment for a second term from July 12, 2026, to July 11, 2028. Both directors have submitted declarations confirming they meet the criteria of independence under the Companies Act, 2013, and SEBI regulations. Neither director receives remuneration from the company, and both hold nil shareholding.

Re-appointment Details

Director Profiles

Mr. Roy brings over 34 years of experience in finance and banking, having served with State Bank of India and Habib Bank Limited. He is a registered member of the Institute of Company Secretaries of India’s Institute of Insolvency Professionals. Mr. Poonia is the Director and CEO of Evolving Edutainment Pvt Ltd and holds a degree in Economics from the University of Delhi.

Voting and Meeting Logistics

The company has fixed August 7, 2026, as the cut-off date for e-voting. Remote e-voting will commence on August 11, 2026, at 9:00 a.m. and conclude on August 13, 2026, at 5:00 p.m. Purva Sharegistry (India) Private Limited has been appointed as the scrutinizer to oversee the voting process. M/s. Vivek Surana & Associates, Practicing Company Secretaries, have also been appointed as scrutinizers for the voting process.

Shareholders can participate via VC/OAVM in compliance with Ministry of Corporate Affairs Circular No. 03/2025 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133. Physical attendance is dispensed with, and proxy appointments are not available for this EGM. Demat account holders may vote using single login credentials through their depository participants, as per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242.

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.