HFHeritage Foods519552Subsidiary merged

Board approves scheme to merge wholly-owned subsidiary Heritage Novandie Foods into the company

The Board of Heritage Foods Ltd has approved a Scheme of Amalgamation to merge its wholly-owned subsidiary, Heritage Novandie Foods Ltd, into itself.

By ScoutQuest · Fri 23 Oct 2026, 10:55 AM IST · 2 min read

Subsidiary FY 2025-26 Turnover

Rs. 4.05 Crore

Consideration Structure

No cash consideration and no share swap; subsidiary shares will be cancelled automatically

Shareholding Impact

No new shares will be issued, so the shareholding pattern will not change

What the board approved

• The Board of Directors of Heritage Foods Limited, at its meeting held on October 23, 2026 (commenced at 10:00 am IST and concluded at 10:30 am IST), approved a Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.
• Under the scheme, Heritage Novandie Foods Limited, the company's wholly-owned subsidiary, will amalgamate into Heritage Foods Limited.
• The scheme is subject to receipt of necessary approvals from the jurisdictional bench of the National Company Law Tribunal, shareholders and such other authorities as may be applicable.

Who the subsidiary is

• Heritage Novandie Foods Limited is currently engaged in manufacturing flavoured yogurt under the brand name "Livo" for Heritage Foods Limited.
• Its turnover for FY 2025-26 was Rs. 4.05 Crore and its net worth was Rs.17.62 Crore.
• Its authorised share capital is Rs.16 crore and paid-up share capital is ~Rs.15.99 crore.
• For scale, Heritage Foods Limited reported turnover of Rs.4,415.07 Crore and net worth of Rs.1,063.80 Crore for FY 2025-26, with authorised share capital of Rs.50 crore and paid-up share capital of ~Rs.46.4 crore.

What shareholders get

• No cash consideration is involved.
• There is no share exchange ratio, because the entire share capital of the transferor company is held by Heritage Foods Limited and its nominees (to meet the minimum shareholder requirement).
• On the merger becoming effective, all shares held by the company and its nominees in the transferor company will stand cancelled automatically, without any further act or deed.
• Since no shares are being issued, there will be no change in the shareholding pattern of Heritage Foods Limited.

Why the company gives for the merger

• Greater integration of the businesses and financial resources, resulting in enhanced financial and operational efficiency.
• Efficient utilisation and management of cash flows and other resources of the combined business.
• Simplification of the group structure by eliminating an additional legal entity and reducing duplicative statutory, regulatory and administrative compliances.
• Streamlined management, unified control and faster decision-making through consolidation of the businesses.
• Achievement of synergies and economies of scale through optimisation of resources, production capabilities and business processes.
• Rationalisation of administrative and operational costs and improved overall efficiency.

How to read this

• The transaction is between the company and its wholly-owned subsidiary, and the update states it is exempt from the related party transaction requirements under Regulation 23 of the SEBI Listing Regulations.
• Because it is an all-share, no-consideration merger within the group, the visible effect on the listed company's share count and shareholding pattern is nil according to the update.
• The scheme is an approved proposal awaiting regulatory and shareholder clearances, so it is a structural step rather than a completed merger.

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