NCLT admits first motion application for amalgamation of unlisted subsidiary into listed parent

NCLT Mumbai Bench order dated 7 Oct 2026 (received 8 Oct 2026) in the proposed amalgamation of Arisunitern Re Solutions Private Limited into Arisinfra Solutions Limited.

Thu 8 Oct 2026

NCLT Order Date

NCLT Mumbai Bench order dated 7 Oct 2026 (received 8 Oct 2026)

Stake Held in Transferor Company

73.75%

Appointed Date

01st April, 2026

What has happened

On 7 October 2026, the National Company Law Tribunal, Mumbai Bench, passed an order on the application shared by Arisunitern Re Solutions Private Limited and Arisinfra Solutions Limited in connection with the proposed Scheme of Amalgamation. The company has described the order as procedural in nature, giving directions for conducting meetings and completing statutory formalities.

The Scheme provides for the amalgamation of Arisunitern Re Solutions Private Limited (the Transferor Company) with Arisinfra Solutions Limited (the Transferee Company) and their respective shareholders.

What the Tribunal has directed

• Admitted the application shared by the Applicant Companies in relation to the Scheme.
• Issued directions for convening meetings of the shareholders and secured creditors of the Second Applicant Company, as applicable, to consider and approve the proposed Scheme.
• Directed issuance of notices to the unsecured creditors of the Applicant Companies having an outstanding amount of Rs. 1,00,000/- or more, along with concerned regulatory authorities and stakeholders.
• Directed the Applicant Companies to undertake publication of notices and other procedural compliances required under applicable laws.

How the two companies are related

Arisinfra Solutions Limited is the holding company of Arisunitern Re Solutions Private Limited and holds 73.75% of the equity share capital of the Transferor Company. The equity shares of the Transferor Company are not listed on any recognised stock exchange in India.

The Transferor Company provides advisory, consultancy, project management and development management services in relation to real estate and infrastructure projects, including commercial, residential, hospitality, warehousing, retail and plotted development projects, along with fund-raising, sales, marketing and construction-related assistance, and trading and supply of raw materials and services for infrastructure and construction.

The Transferee Company is a B2B, technology-enabled procurement and supply-chain platform serving the infrastructure and construction sector.

Key dates and share capital

• Appointed Date for the Scheme: 01st April, 2026, or such other date as may be fixed or approved by the Competent Authority.
• The Boards of both companies approved the Scheme at their respective meetings held on 18.03.2026.
• Transferor Company, as of 31.03.2026: 5,00,000 Equity Shares of Rs. 10 each, both authorised and issued, subscribed and paid-up, amounting to INR 50,00,000.
• Transferee Company, as of 30.06.2026: authorised capital of 11,11,19,000 Equity shares of Rs. 2 each (INR 22,22,38,000) and 76,200 Preference shares of Rs. 10 each (INR 7,62,000), totalling INR 22,30,00,000.
• Issued and subscribed: 8,17,61,246 Equity Shares of Rs. 2 each, amounting to INR 16,35,22,492.
• Paid-up: 8,17,93,846 Equity Shares of Rs. 2 each, amounting to INR 16,35,87,692.

What the companies say the Scheme will do

The stated rationale includes consolidation of the activities of the two companies, pooling and more efficient utilisation of resources, greater economies of scale, reduction in overheads and other expenses, greater integration and flexibility, more efficient cash management and access to the cash flows of the combined entity, and the ability to leverage customer relationships, business networks and geographic presence for cross-selling.

The companies state that the amalgamation is expected to enhance operational efficiency, profitability and financial strength of the combined entity and create sustainable long-term value for stakeholders, including minority and non-promoter shareholders.

What comes next

The Scheme remains subject to the approval of the shareholders and secured creditors, as applicable, and other statutory and regulatory approvals, including the final sanction of the Tribunal. The details of the respective meetings are to be shared separately.

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