NCLT Sanctions Amalgamation of Vintage Coffee's Subsidiaries into VC&B Limited

NCLT Sanctions Amalgamation of Vintage Coffee's Subsidiaries into VC&B Limited​

The merger of two wholly owned subsidiaries, Vintage Coffee Private Limited and Delecto Foods Private Limited, into Vintage Coffee and Beverages Limited was sanctioned by the National Company Law Tribunal (NCLT), Hyderabad. The proposed Scheme of Amalgamation was approved with an Appointed Date of October 1, 2025, and will be binding on all stakeholders of the involved companies.

The NCLT order confirmed the amalgamation process between Vintage Coffee Private Limited (Transferor Company No. 1) and Delecto Foods Private Limited (Transferor Company No. 2), with Vintage Coffee and Beverages Limited acting as the Transferee Company.

Vintage Coffee and Beverages Limited, which was previously known as Spaceage Products Ltd., has been consolidating its business to achieve operational efficiency and economies of scale by integrating all operations under one entity. The rationale provided for the amalgamation includes simplifying the corporate structure, reducing administrative costs and overheads, and harnessing equipment and human resource synergies in the best interest of shareholders.

The NCLT directed that upon the scheme's implementation, the Transferor Companies be dissolved without undergoing the process of winding up. Furthermore, the Tribunal mandated that Vintage Coffee and Beverages Limited must assume all statutory liabilities of the Transferor Companies, including addressing outstanding Income Tax demands from previous assessment years for Delecto Foods Private Limited.

Financial Snapshot of Involved Entities​

The merger involved three companies, two subsidiaries being fully owned by the parent company, Vintage Coffee and Beverages Limited. The financial status of the entities as of December 31, 2025 is summarized below:

Key Directions from the Tribunal​

The sanctioned scheme encompasses several operational and statutory provisions:

• Integration: All properties and rights of both Transferor Companies are transferred to the Transferee Company with effect from the appointed date.
• Compliance: The NCLT directed that Vintage Coffee and Beverages Limited must ensure all applicable statutory compliance post-sanctioning and affirmed that it would not be absolved from any statutory liability.
• Liabilities Assumption: A specific order was passed ensuring that the Transferee Company is liable to pay and discharge all outstanding dues of the Transferor Companies, including recovery of any tax demands along with applicable interest and penalties.

The Tribunal observed that all necessary compliance steps related to Sections 230 to 232 of the Companies Act were met by the Petitioner Companies prior to the approval.

VINCOFE Stock Price Movement​

Today, Vintage Coffee And Beverages Limited shares edged higher, closing at ₹152.75 after posting a 0.24% gain. The stock traded within an intraday range of ₹150.99 to ₹154.55 during the market session.