BSEGeneral23h ago · 23 Oct 2026, 10:55 am
The Board of Directors of the Company, at its meeting held today, i.e., October 23, 2026, has approved the Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, for the amalgamation of its wholly-owned subsidiary, Heritage Novandie Foods Limited ('Transferor Company'), with Heritage Foods Limited ('Transferee Company' or 'the Company')
Heritage Foods Ltd · 519552
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Heritage Foods Ltd has approved a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, for the amalgamation of its wholly-owned subsidiary, Heritage Novandie Foods Limited, with Heritage Foods Limited.
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Heritage Foods Ltd - 519552 - Board Meeting Outcome for Amalgamation Of Its Wholly-Owned Subsidiary I.E. Heritage Novandie Foods Limited
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Ref: SECT: STOC: 106-26
October 23, 2026
To To
The Manager The Manager,
BSE Limited Listing Department,
Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited
Dalal Street, Exchange Plaza, C-1, G Block, Bandra-Kurla
Mumbai - 400 001 Complex, Bandra (East), Mumbai – 400 051
Scrip Code: 519552 Scrip Code: HERITGFOOD
Sub: Outcome of the Board Meeting - reg
Dear Sir/Madam,
Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, we wish to inform you that the Board of Directors of
the Company, at its meeting held today, i.e., October 23, 2026, has approved the Scheme of
Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013,
read with the rules made thereunder, for the amalgamation of its wholly-owned subsidiary, Heritage
Novandie Foods Limited (“Transferor Company”), with Heritage Foods Limited (“Transferee Company”
or “the Company”).
The proposed Scheme of Amalgamation is subject to the receipt of necessary approvals from the
jurisdictional bench of the National Company Law Tribunal, shareholders and such other authorities,
as may be applicable. The draft Scheme will be intimated to the Stock Exchange in due course.
The details required under Regulation 30 of the Listing Regulations, read with SEBI Master Circular
No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith
as Annexure I.
The meeting of the Board of Directors commenced at 10:00 am (IST) and concluded at 10:30 am (IST)
This is for your information and record.
Thanks & Regards,
For HERITAGE FOODS LIMITED
UMAKANTA BARIK
Company Secretary & Compliance Officer
M No: FCS-6317
Encl: a/a
Annexure-1
Disclosures as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025-
CFD-POD2/I/3762/2026 dated January 30, 2026.
S. Particulars Details
1 Name of the entity(ies) Transferor Company:
forming part of the Heritage Novandie Foods Limited
amalgamation/merger,
CIN: U74999TG2017PLC120860
details in brief such
Reg. Office: Part-C of 3rd floor, H. No. 8-2-293/82/A/1286, Plot
as, size, turnover etc.;
No. 1286, Road No. 1 & 65, Jubilee, Hills, Hyderabad,
Hyderabad, Telangana, India, 500033
Authorised Share Capital: Rs.16,00,00,000
Paid-up Share Capital : Rs.15,99,06,780
Turnover (FY 2025-26) : Rs. 4.05 Crore
Net worth (FY 2025-26) : Rs.17.62 Crore
Transferee Company:
Heritage Foods Limited
CIN: L15209TG1992PLC014332
Reg. Office: H. No. 8-2-293/82/A/1286, Plot No. 1286, Road No.
1 & 65, Jubilee, Hills, Hyderabad, Hyderabad, Telangana, India,
500033
Authorised Share Capital: Rs.50,00,00,000
Paid-up Share Capital : Rs.46,39,80,000
Turnover (FY 2025-26) : Rs.4,415.07 Crore
Net worth (FY 2025-26) : Rs.1,063.80 Crore
2 Whether the The Transferor Company is a wholly owned subsidiary of the
transaction would fall Transferee Company.
within related party
As the transaction is between the Company and its wholly-
transactions? If yes,
owned subsidiary; accordingly, it is exempt from the related
whether the same is
party transaction requirements pursuant to Regulation 23 of the
done at “arm’s length”;
SEBI Listing Regulations.
3 Area of business of the The Transferor company is currently engaged in the
entity(ies); manufacturing of flavoured yogurt under the brand name “Livo”
for Heritage Foods Limited.
The Transferee company is engaged in the procurement,
processing, manufacturing and marketing of milk and milk
products, with a diversified portfolio comprising fresh milk and
S. Particulars Details
a wide range of value-added dairy products, including curd,
paneer, ghee, butter, buttermilk, lassi, flavoured milk,
milkshakes, ice cream, frozen desserts and other dairy-based
products. The Company has an extensive milk procurement
network, supported by dairy farmers, village-level procurement
infrastructure, chilling centres and milk processing facilities,
enabling it to source, process and distribute quality dairy
products across its markets.
4 Rationale for The following rationale for the proposed amalgamation of
amalgamation/ Heritage Novandie Foods Limited with Heritage Foods Limited
merger; pursuant to the Scheme of Amalgamation:
• 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 elimination of an
additional legal entity and reduction of 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
optimization of resources, production capabilities and
business processes; and
• Rationalization of administrative and operational costs and
improved overall efficiency.
5 In case of cash No cash consideration will be involved, as the Transferor
consideration – Company is a wholly-owned subsidiary of the Transferee
amount or otherwise Company, with its entire share capital held by the Transferee
share exchange ratio; Company and its nominees (to meet the minimum shareholder
requirement). Upon the merger becoming effective, all shares
held by the Transferee Company and its nominees in the
Transferor Company shall stand cancelled automatically,
without any further act or deed.
6 Brief details of change Since there is no issue of shares, there will be no change in the
in shareholding shareholding pattern of the Transferee Company pursuant to
pattern (if any) of the scheme of amalgamation.
listed entity.