NCLT sanctions merger of VASPL with VSL

The National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned the merger of Ventura Allied Services Private Limited (VASPL) with Ventura Guaranty Limited subsidiary Ventura Securities Limited (VSL). The order, pronounced on July 21, 2026, approves the Scheme of Amalgamation effective from the Appointed Date of April 1, 2024.

The merger aims to simplify the group structure and ensure compliance with Rule 8(1)(f) and 8(3)(f) of the Securities Contracts (Regulation) Rules, 1957. These rules require delinking investments in wholly owned subsidiaries that are not incidental to the securities business. The consolidation is expected to reduce administrative costs and improve the competitive position of the combined entity.

Share Capital and Consideration

VASPL is a wholly owned subsidiary of VSL. Consequently, no consideration is payable for the merger, and the entire paid-up share capital held by VSL in VASPL stands cancelled. The share capital details of the petitioner companies as on March 31, 2024, are outlined below:

Company	Particulars	Amount (in ₹)
Ventura Allied Services Private Limited	Authorized Share Capital	1,25,00,000
	Issued, Subscribed and Paid-up Capital	1,01,00,000
Ventura Securities Limited	Authorized Share Capital	6,00,00,000
	Issued, Subscribed and Paid-up Capital	5,54,91,600

Regulatory Approvals and Compliance

The Board of Directors of both companies approved the scheme on January 22, 2025. Meetings of equity shareholders and creditors of VSL were held on September 12, 2025, where the scheme was approved with the requisite majority. Meetings for VASPL were dispensed with by the Tribunal based on consent affidavits from shareholders and creditors.

Regulatory authorities, including BSE Limited, National Stock Exchange of India Limited (NSE), and Securities and Exchange Board of India (SEBI), issued No Objection Certificates to the scheme. The statutory auditors of both companies certified that the accounting treatment complies with Section 133 of the Companies Act, 2013.

Tribunal Directives

The NCLT directed that VASPL be dissolved without winding up. All properties, rights, liabilities, and duties of VASPL will transfer to VSL without further act or deed. Employees of VASPL will become employees of VSL without interruption in service. The companies must file a certified copy of the order with the Registrar of Companies and the Superintendent of Stamps within 60 days of receiving the certified copy.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
0.0%	0.0%	0.0%	0.0%	0.0%	0.0%

[Ventura Guaranty Limited](ventura guaranty) reported a consolidated net profit of ₹2,925.04 lakh for the financial year ended March 31, 2026, a decrease from the restated net profit of ₹4,317.34 lakh in the previous year. The board of directors recommended a final dividend of ₹4.50 per equity share for FY26, subject to the approval of shareholders at the ensuing Annual General Meeting. The statutory auditors issued an unmodified opinion on the audited standalone and consolidated financial results.

Financial Performance

For the quarter ended March 31, 2026, the company reported a consolidated net profit of ₹1,065.43 lakh. Total revenue from operations for the year stood at ₹24,705.51 lakh, compared to ₹27,345.33 lakh in the restated previous year. The standalone net profit for FY26 was ₹846.13 lakh, an increase from the restated ₹201.29 lakh in FY25.

The financial results incorporate the effects of the Scheme of Amalgamation of Kashmira Investment and Leasing Private Limited with the company, which was approved by the National Company Law Tribunal on November 11, 2025. Consequently, comparative financial information for prior periods has been restated in accordance with Ind AS 103.

Key Financial Metrics

The following table summarizes the audited consolidated financial results for the year ended March 31, 2026:

Particulars	Year Ended March 31, 2026 (₹ in Lakhs)	Year Ended March 31, 2025 (₹ in Lakhs)
Total Revenue from operations	24,705.51	27,345.33
Total Expenses	20,874.97	21,589.51
Profit before tax	3,999.66	5,897.08
Net profit for the year	2,925.04	4,317.34
Earnings per share (Basic)	69.14	98.93

Dividend and Corporate Actions

The board recommended a final dividend of ₹4.50 per equity share of ₹10 each for the financial year ended March 31, 2026. The record date for determining shareholder entitlement to the dividend will be notified in due course. The trading window for insiders, which closed on April 1, 2026, will remain shut until 48 hours after the declaration of the audited financial results.

Segment Performance

The company operates in two segments: Broking Activity and NBFC Activity. For the year ended March 31, 2026, the Broking Activity reported a profit after tax (PAT) of ₹2,225.85 lakh, while the NBFC Activity reported a PAT of ₹846.14 lakh. Total assets as of March 31, 2026, stood at ₹1,12,768.03 lakh.