Hindustan Foods Limited has informed the Exchange about receipt of final order issued by Hon ble National Company Law Tribunal, Mumbai bench in respect of Scheme of Arrangement.
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The NCLT Mumbai bench has sanctioned the Scheme of Arrangement for Hindustan Foods Limited (HFL) on February 25, 2026. The scheme has two parts: (1) demerger of the Contract Manufacturing (Nashik) Business of Avalon Cosmetics Private Limited (ACPL) into HFL, and (2) amalgamation of Vanity Case India Private Limited (VCIPL) into HFL. For the demerger, the swap ratio is 19 equity shares of HFL (face value INR 2) for every 100 equity shares of ACPL (face value INR 10). For the amalgamation, HFL will issue 4,64,58,145 new equity shares to the shareholders of VCIPL (Kothari Group and Dempo Group), who are promoters of HFL. The scheme will become effective once the certified order is filed with the Registrar of Companies. ACPL's Nashik unit has about 16 acres of land where HFL plans to set up an ice cream manufacturing facility.
Existing HFL shareholders may see modest dilution as new shares are issued to ACPL and VCIPL shareholders, but the promoter shareholding structure becomes simpler and more direct. The Nashik business consolidation and planned ice cream facility could support future growth, though the swap ratio of 19:100 for ACPL shareholders appears to favor HFL. The scheme still needs to be filed with the ROC to become effective.