Scheme of Arrangement M/s Datachiper Solutions Pvt ltd as NCLT order.
Awaiting price reaction for this filing.
The Board of J.R. Foods Limited (Scrip Code: 530915) noted the NCLT Chennai Bench order dated 24 July 2025 approving the merger of Datacipher Solutions Private Limited into the listed company. A total of 72,80,912 fresh equity shares of ₹10 each will be allotted to the incoming promoter group led by Mr. Amarandhar Reddy Kotha. The company's share capital is being drastically restructured: 100% of existing promoter shareholding is cancelled to zero, and public shareholders will retain only 1 equity share for every 10 held (i.e., a 90% reduction), with shareholders holding 9 or fewer shares seeing their entire holding extinguished without any cash compensation. The record date for this capital reduction is 30 August 2025. Mr. Amarandhar Reddy Kotha has been appointed Managing Director, Mr. Rajesh Kumar Mallour as Whole-time Director cum CFO, and Mrs. Bhargavi Medisetty as Independent Director, while three earlier directors (Kothari Dinesh, Gopi, and Kamala) have ceased. Effectively, J.R. Foods is becoming a shell platform for the Datacipher IT/cybersecurity business via a reverse-merger route through the NCLT.
This is a highly negative event for existing public shareholders of J.R. Foods — they are losing 90% of their holdings with no compensation, while full control passes to the Datacipher promoters. The stock is undergoing a complete identity change from a Pondicherry-based food company to a Hyderabad-based IT/cybersecurity business, with heavy uncertainty around valuation, pricing of the new shares, and future liquidity.