Hindustan Foods Limited has informed the Exchange about Scheme of Arrangement-the NCLT vide its order dated August 20, 2025, communicated to Company by NCLT on August 21, 2025, disposed the first motion application and dispensed with the Meeting of Equity Shareholders of ACPL and VCIPL, Preference Shareholders of HFL, Secured Creditors of ACPL, VCIPL and HFL and Unsecured Creditors of ACPL, VCIPL and HFL. Further, the NCLT directed Meeting of the Equity Shareholders of HFL to be held through video conferencing ("VC") / other audio-visual means ("OAVM"), to consider and approve the Scheme, with the notice of Meeting to be issued 30 days in advance before the schedule date of such Meeting.
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Hindustan Foods Limited (HFL) has received an NCLT order dated August 20, 2025, on its Scheme of Arrangement involving two related-party transactions. First, the contract manufacturing business of Avalon Cosmetics Private Limited (ACPL), located at Sinnar, Nashik, will be demerged into HFL, with a swap ratio of 19 HFL equity shares (face value Rs 2) for every 100 equity shares (face value Rs 10) held in ACPL. Second, Vanity Case India Private Limited (VCIPL), which currently holds about 39.54% of HFL and is part of the promoter group (Kothari and Dempo families), will be amalgamated into HFL to simplify the promoter shareholding structure. NCLT has dispensed with meetings of nearly all shareholder and creditor groups except HFL's equity shareholders, who will vote on the scheme via video conferencing within 60 days. The appointed dates are April 1, 2024 for the demerger and October 1, 2024 for the amalgamation.
This is a positive corporate restructuring move for HFL shareholders — it consolidates the promoter holding directly into the listed entity, brings in additional contract manufacturing capacity (including a new ice cream facility being set up in Nashik), and avoids any dilution to creditors. Shareholders should watch for the upcoming e-voting meeting within 60 days of the NCLT order being uploaded, after which the scheme will move to the second motion stage.