United Spirits Limited (NSEI:UNITDSPR) agreed to acquire an additional majority stake in Nao Spirits & Beverages Private Limited from existing shareholders for approximately INR 540 million on June 19, 2025. As part of the acquisition, United Spirits Limited will purchase 37,683 equity shares of NAO in two tranches. The purchase consideration payable in cash is INR 540 million, where 75% of the consideration shall be paid upfront and up to 25% of the consideration shall be payable at a later date is subject to certain closing and other adjustments. In a separate transaction, United Spirits will subscribe to freshly issued 31,820 equity shares and 27,577 Compulsorily Convertible Preference Shares of NAO for approximately INR 560 million. Upon successful completion of both the acquisition of shares in the first tranche under the SPA and the fresh subscription (which will occur simultaneously), United Spirits will hold shares constituting approximately 97.07% of the paid-up share capital of NAO, resulting in NAO becoming a subsidiary of United Spirits. Following the successful completion of the acquisition of shares in the second tranche under the SPA which will occur at a later stage, United Spirits will hold 100% of the paid-up share capital of NAO.

The transaction is subject to approval of offer by acquirer board. The deal has been approved by the board. The completion of the purchase of first tranche of shares under the SPA and the subscription to fresh equity shares and CCPS is expected to occur on or before June 27, 2025. Accordingly, the acquisition of the second tranche of shares is expected to be completed by June 30, 2026. On June 26, 2025, the purchase of 34,291 equity shares of NAO in the first tranche from the existing shareholders of NAO have been completed along with a related transaction of fresh subscription and acquisition of compulsorily convertible preference shares, resulting in 97.07% stake in NAO. The remaining acquisition of 3,392 equity shares from an existing shareholder in the second tranche shall occur at a later stage.

Yashasvi Mohanram of Touchstone Partners acted as legal advisor to United Spirits Limited. AMP Legal acted as legal advisor to the shareholders of Nao Spirits & Beverages Private Limited.