Brand Concepts Limited hereby informs about the sanctioning of scheme of Merger by Hon'ble NCLT of IFF Overseas Private Limited ( Transferor Company ) with Brand Concepts Limited ( Transferee Company ) under Section 230 to 232 and other applicable provisions of Companies Act, 2013 ( Scheme )
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The NCLT Indore Bench has sanctioned the merger of IFF Overseas Private Limited (Transferor Company) with Brand Concepts Limited (Transferee Company) on May 9, 2025, with the appointed date being April 1, 2024. Under the approved scheme, shareholders of IFF Overseas will receive 100 equity shares of Brand Concepts (face value Rs 10) for every 353 equity shares held in IFF Overseas (face value Rs 10). The authorized share capital of IFF Overseas (Rs 6.10 crore) will be added to Brand Concepts, taking the post-merger authorized capital to Rs 21.10 crore. IFF Overseas will be dissolved without winding up, and all its assets, liabilities, contracts, employees, and legal proceedings will be transferred to Brand Concepts. The merger is now awaiting filing of the certified NCLT order with the Registrar of Companies to become effective.
The merger will consolidate IFF Overseas's business, assets, and liabilities into the listed entity Brand Concepts, potentially expanding its operations without any cash outflow. Existing Brand Concepts shareholders will see some dilution due to the share allotment to IFF Overseas shareholders. The scheme becomes effective only after the certified order is filed with the Registrar of Companies, so implementation is still pending.