Ekam Leasing & Finance Co . Limited, a New Delhi-based Non-Banking Financial Company registered with the Reserve Bank of India, has informed the stock exchange that the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench, Court-III, pronounced a First Motion Order on May 8, 2026, in Company Application No. CA(CAA)/17(ND)/2026. The order was received by the company on May 11, 2026, and the intimation was submitted to the exchange on May 12, 2026, under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Scheme of Amalgamation: Overview

The proposed Scheme of Amalgamation involves the merger of two wholly owned subsidiaries — Rex Overseas Private Limited (Transferor Company No. 1) and S & S Balajee Mercantile Private Limited (Transferor Company No. 2) — with Ekam Leasing and Finance Co. Limited (Transferee Company). The Appointed Date of the Scheme is April 1, 2025. The Board of Directors of all applicant companies approved the proposed Scheme at their respective meetings held on January 31, 2026. Since both transferor companies are wholly owned subsidiaries of the transferee company, no new shares will be issued pursuant to the Scheme, and no Share Exchange Ratio or Valuation of Shares is required.

Capital Structure of Applicant Companies

The following table summarises the share capital details of the three applicant companies as disclosed in the NCLT order:

Net Worth of Applicant Companies

As on September 30, 2025, the net worth positions of the applicant companies, as certified by Chartered Accountants and reproduced in the NCLT order, are as follows:

Both transferor companies are stated to be profit-making entities with positive net worth. The NCLT noted that the net worth of the transferee company is less than that of the transferor companies, a factor that influenced the tribunal's decision to direct convening of an equity shareholders' meeting for the transferee company.

Key Directions Issued by NCLT

In the First Motion Order, the NCLT issued the following key directions:

• Dispensed with the meetings of shareholders and creditors (secured and unsecured) of both transferor companies, given that 100% of equity shareholders and all unsecured creditors provided consent affidavits, and there are no secured creditors.
• Dispensed with the meeting of secured and unsecured creditors of the transferee company, as there are no secured creditors and unsecured creditors representing more than 90% in value provided consent affidavits.
• Directed convening of a meeting of the equity shareholders of the transferee company through Video Conferencing/Other Audio Visual Means, with remote e-voting facility.
• Appointed Dr. Alok Shrivastava, IAS (Retd.) as Chairperson and Mr. Dinesh Bhardwaj, ILS (Retd.) as Alternate Chairperson for the shareholders' meeting; Mr. R.K. Shrivastava, Advocate, appointed as Scrutinizer.
• Fixed fees at Rs. 2,00,000 for the Chairperson, Rs. 1,50,000 for the Alternate Chairperson, and Rs. 1,00,000 for the Scrutinizer, in addition to reimbursement of incidental expenses.
• Directed notices to be issued to statutory authorities including the Regional Director (Northern Region), Registrar of Companies NCT of Delhi & Haryana, Official Liquidator, Income Tax Department, Reserve Bank of India, BSE Limited, and SEBI.
• Directed that individual notices be sent to shareholders at least 30 days prior to the meeting, and advertisements be published in Financial Express (English Edition, Delhi) and Jansatta (Hindi Edition, Delhi) at least 30 clear days prior to the meeting.
• Specified that the quorum for the equity shareholders' meeting shall be not less than 75% in value of members voting, in accordance with Section 230(6) of the Companies Act, 2013.

Pending Legal Proceedings

The NCLT order discloses two pending legal proceedings against the transferee company:

The company has clarified by affidavit that neither of these proceedings will be adversely affected by the proposed Scheme of Amalgamation.

Rationale for the Amalgamation

The applicant companies cited several rationales for the proposed scheme, including group simplification and structural consolidation, elimination of redundant corporate entities and associated costs, operational and managerial efficiency through centralised management, optimised capital and balance sheet efficiency, improved regulatory and compliance efficiency, and enhanced transparency and shareholder value. The company has reiterated that the proposed Scheme does not result in any change in the management, control, or shareholding pattern of the transferee company. The NCLT clarified that observations made in the First Motion Order are solely for the purpose of the present application and shall not be construed as an expression on the merits of the Scheme at the second motion stage.

Ekam leasing & finance co . Ltd. has fulfilled its quarterly regulatory obligations by submitting the required compliance certificate to BSE Ltd. for the quarter ended March 31, 2026. The submission, made on April 10, 2026, addresses the company's compliance with SEBI's depositories regulations.

Regulatory Compliance Submission

The company submitted its certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 through the BSE listing portal. Managing Director Rakesh Jain signed the submission letter, which was addressed to BSE Ltd.'s Corporate Relationship Department at Dalal Street, Mumbai.

RTA Certification Details

M/s Alankit Assignments Limited, serving as the company's Registrar and Share Transfer Agent, issued the compliance certificate on April 04, 2026. The certificate was signed by Kamal Garg, General Manager at Alankit Assignments Limited.

The RTA certification confirms several key compliance aspects:

• Securities received for dematerialization were mutilated and cancelled after due verification
• The depository's name was substituted in company records as the registered owner within 15 days of receipt
• Details were furnished to the Stock Exchange as required
• Dematerialized securities are listed on the same Stock Exchange(s) where earlier issued securities are listed

Stakeholder Communication

The company ensured comprehensive communication by copying the submission to both major depositories in India. The National Securities Depository Limited at Trade World, Lower Parel Mumbai, and Central Depository Services (India) Limited at Marathon Futurex, Lower Parel (East) Mumbai, were included in the correspondence.

Corporate Information

This quarterly submission demonstrates Ekam Leasing and Finance Co. Ltd.'s commitment to maintaining regulatory compliance and transparent communication with stock exchanges and depositories. The timely submission of the compliance certificate ensures the company meets its obligations under SEBI's depositories regulations.