Mirza international has received approval from the Hon'ble National Company Law Tribunal (NCLT) Allahabad Bench for its scheme of amalgamation with RTS Fashion Limited. The tribunal pronounced its order on April 23, 2026, sanctioning the merger between the two companies.

Scheme Details and Structure

The approved scheme provides for the amalgamation of RTS Fashion Limited (transferor company) with and into Mirza International Limited (transferee company). The appointed date for the scheme has been set as April 1, 2025.

RTS Fashion Limited is registered as a Free Zone Offshore Company with Jebel Ali Free Zone Authority (JAFZA) in the United Arab Emirates, with its registered office in Dubai. The company serves as a wholly owned subsidiary of Mirza International Limited.

Regulatory Compliance and Approvals

The tribunal dispensed with the requirement of convening meetings of equity shareholders, secured creditors, and unsecured creditors of Mirza International Limited through its first motion order dated September 2, 2025. Individual notices were served to all creditors inviting their objections or comments on the proposed scheme.

Statutory authorities including the Regional Director Northern Region Ministry of Corporate Affairs, Registrar of Companies Uttar Pradesh, Income Tax Department, and Reserve Bank of India were duly notified. The scheme was also published in Business Standard newspapers in both English and Hindi editions on October 31, 2025.

Financial Obligations and Tax Matters

The Income Tax Department highlighted outstanding tax demands of Rs. 7,26,66,323 against Mirza International Limited for different assessment years. The company provided detailed clarifications on the status of these demands:

Mirza International Limited has provided comprehensive undertakings to handle all present and future tax liabilities of both companies in accordance with applicable law provisions.

Implementation and Effective Date

Upon the scheme becoming effective, all properties, rights, powers, liabilities, and duties of RTS Fashion Limited will be transferred to Mirza International Limited without further act or deed. All employees of the transferor company will become employees of the transferee company as provided in the scheme.

Since RTS Fashion Limited is a wholly owned subsidiary, no new shares will be issued pursuant to this amalgamation. The company must file a certified copy of the order with the Registrar of Companies Uttar Pradesh within 30 days of receipt and complete other statutory formalities including filing revised memorandum and articles of association.

Mirza International Limited has announced a board meeting scheduled for Saturday, April 25, 2026, to consider a significant business restructuring proposal. The company issued the meeting notification on April 17, 2026, in compliance with regulatory requirements.

Meeting Details and Purpose

The board meeting has been convened pursuant to Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary agenda involves considering and taking an in-principle decision regarding a proposed restructuring of the company's business operations.

Restructuring Through Scheme of Arrangement

The proposed restructuring will be implemented through a Scheme of Arrangement, a formal corporate restructuring mechanism. This approach allows companies to reorganize their business structure, operations, or financial arrangements in accordance with regulatory guidelines.

The board will deliberate on the restructuring proposal and make an in-principle decision during the scheduled meeting. The company has notified both major stock exchanges about this development as part of its disclosure obligations.

Regulatory Compliance and Communication

Mirza International Limited has communicated this development to BSE Limited and the National Stock Exchange of India Limited. The notification was signed by Harshita Nagar, Company Secretary & Compliance Officer, ensuring proper corporate governance protocols are followed.

The company maintains its registered and head office at A-71, Sector-136, Noida, Uttar Pradesh, and operates under CIN L19129UP1979PLC004821. This meeting represents a significant corporate development that could impact the company's future business structure and operations.