NCLT Allahabad Allows First Motion In Merger Of Eight Radico Group Companies With Radico Khaitan

The Allahabad Bench of the National Company Law Tribunal (NCLT) has allowed a first-motion application for the proposed amalgamation of eight Radico group companies, including Radico Spiritzs India Pvt. Ltd., with listed company Radico Khaitan Ltd.

The order was passed on June 1, 2026, by a bench of Judicial Member Praveen Gupta and Technical Member Ashish Verma.

The application was jointly filed by Radico Spiritzs India Pvt. Ltd., Equibuild Realtors Pvt. Ltd., Compaqt Era Builders Pvt. Ltd., Accomreal Builders Pvt. Ltd., Firstcode Reality Pvt. Ltd., Destihomz Buildwell Pvt. Ltd., Proprent Era Estates Pvt. Ltd., Binayah Builders Pvt. Ltd. and Radico Khaitan Ltd. The scheme proposes the merger of all eight transferor companies into Radico Khaitan.

The Tribunal recorded that Radico Spiritzs is a wholly owned subsidiary of Radico Khaitan. The remaining seven transferor companies are wholly owned subsidiaries of Radico Spiritzs and, consequently, step-down wholly owned subsidiaries of Radico Khaitan.

According to the order, Radico Spiritzs is engaged in the business of manufacturing, buying, selling, packing, repacking, brand-building, marketing and dealing in Indian and foreign liquors. The other transferor companies carry on real-estate-related activities, including dealing in properties for industrial use and facilitating transactions involving land, buildings and flats.

The boards of directors of all the transferor companies and the transferee company approved the proposed scheme on October 29, 2025. The appointed date under the scheme is April 1, 2025.

The rationale placed before the Tribunal was that the proposed amalgamation would allow more efficient utilisation of capital and help achieve business synergies. The applicants also pointed to a reduction in legal and regulatory compliances, elimination of multiple administrative functions and record-keeping requirements, and better utilisation of assets, infrastructure and managerial resources.

Consent affidavits from all equity shareholders of the transferor companies were placed on record. The Tribunal noted that none of the eight transferor companies had secured or unsecured creditors.

In relation to Radico Khaitan, the Tribunal recorded that all five secured creditors had furnished consent affidavits. The company had 1,56,525 equity shareholders and 1,843 unsecured creditors as of December 31, 2025.

After considering the material placed before it and the judicial precedents cited by the applicants, the Tribunal dispensed with meetings of the equity shareholders of all eight transferor companies. Since those companies had no secured or unsecured creditors, it held that the requirement of convening meetings of such creditors did not arise.

The Tribunal also dispensed with meetings of the equity shareholders, secured creditors and unsecured creditors of Radico Khaitan.

Allowing the first-motion application, the Tribunal granted liberty to the applicant companies to file a second-motion petition. It directed that notices be issued to the Regional Director, Northern Region, the Registrar of Companies, Uttar Pradesh, the Official Liquidator, SEBI, NSE, BSE and the jurisdictional Income Tax authorities.