Ekam Leasing and Finance Co. Limited has advanced its corporate restructuring efforts by filing a Second Motion Application with the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench, on August 5, 2026. The application pertains to the Scheme of Amalgamation involving the transferor companies, Rex Overseas Private Limited and S & S Balajee Mercantile Private Limited, merging into Ekam Leasing and Finance Co. Limited as the transferee entity. This procedural step is critical for finalizing the consolidation, which aims to streamline operations and integrate the assets and liabilities of the two private limited entities into the listed NBFC structure.

The filing was made in Company Application No. 17 (ND) 2026, marking the next phase after the initial regulatory approvals. Ekam Leasing disclosed this development to BSE Limited on August 6, 2026, pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This disclosure ensures transparency for investors regarding the timeline and legal status of the amalgamation process.

Procedural Background

The Second Motion follows a series of mandated legal steps initiated earlier in the year. The company had previously intimated the stock exchange about the First Motion Order on May 12, 2026. Subsequently, the NCLT directed the company to seek approval from its equity shareholders regarding the scheme.

Ekam Leasing convened a meeting of its Equity Shareholders on July 24, 2026, to vote on the amalgamation terms. The outcome of this meeting was communicated to the exchange on the same date, satisfying the tribunal's requirement for shareholder consent before proceeding to the final sanction stage.

Key Dates in Amalgamation Process

What This Means for Stakeholders

The filing of the Second Motion signals that the amalgamation is moving toward its final legal sanction by the NCLT. For creditors and shareholders of Rex Overseas and S & S Balajee Mercantile, this step precedes the conversion of their interests into shares or claims against Ekam Leasing. The integration will likely impact the consolidated balance sheet of Ekam Leasing, altering its asset base and capital structure once the scheme receives final approval. Further developments, including the final order date and implementation details, will be disclosed to the stock exchange as required by applicable laws.

Shareholders of Ekam Leasing & Finance Co. Limited have approved the Scheme of Amalgamation of Rex Overseas Private Limited and S & S Balajee Mercantile Private Limited into the company, clearing a critical regulatory hurdle for the restructuring. The resolution passed with overwhelming support during an NCLT-directed meeting held on July 24, 2026, marking a decisive step forward for the transferee company as it integrates the two transferor entities under Sections 230 and 232 of the Companies Act, 2013.

The voting process was conducted pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and followed directions from the National Company Law Tribunal, New Delhi Bench-III, vide order dated May 8, 2026. Dr Alok Srivastava, IAS (Retd.), chaired the meeting, which was convened via video conferencing after an initial adjournment due to quorum requirements. Ravi Kant Srivastava, Advocate, served as the independent scrutinizer appointed by the Tribunal to oversee the integrity of the voting process.

Voting Participation and Results

As of the record date on July 17, 2026, the company had 3,460 equity shareholders. Of these, 124 shareholders participated in the voting process through remote e-voting or e-voting during the meeting. The total number of valid votes cast was 38,81,514. The resolution received 38,81,512 votes in favor, representing 99.99% of the total valid votes by value. Only two votes were cast against the proposal, accounting for 0.01% of the total.

The high approval rate indicates strong shareholder consensus on the amalgamation strategy. The meeting initially failed to meet the quorum fixed by the Tribunal at 75% in value, leading to a half-hour adjournment before reconvening at 4:35 P.M. IST. National Securities Depository Limited (NSDL) facilitated the remote e-voting platform, which operated from July 20 to July 23, 2026.

Public Shareholder Approval

Compliance with SEBI regulations requires separate consideration of public shareholder votes. Among public category equity shareholders, 121 voters cast 22,19,788 valid votes. The scheme secured 22,19,786 votes in favor (99.99% by value) and only two votes against (0.01%). This outcome confirms that the public class of shareholders has also approved the amalgamation, satisfying statutory requirements for cross-class consent.

Key Promoter Support

Promoter group shareholders played a significant role in the approval, holding a combined 16,61,726 shares. Key promoters who voted in favor include Rakesh Jain (7,78,000 shares), Mukesh Gangwal (4,78,926 shares), and Pawan Kumar Jain (4,04,800 shares). Their substantial participation helped ensure the requisite majority was achieved despite the low overall turnout relative to the total shareholder base.

The single shareholder who voted against the resolution was Pradeep Sood, a public category investor holding two shares. This minimal opposition underscores the broad alignment among stakeholders regarding the strategic rationale for merging Rex Overseas and S & S Balajee Mercantile into Ekam Leasing & Finance Co. Limited. The next steps involve submitting these results to the NCLT for final approval of the scheme.