VXL Instruments Limited has filed an application with the National Company Law Tribunal (NCLT), Mumbai Bench, seeking approval for modified clauses in its recently approved resolution plan. The filing follows a directive that the proposed merger with NG Organics Private Limited must adhere to specific procedures under the Companies Act, 2013.

The company disclosed the development in a regulatory filing dated October 15, 2026. The update pertains to the implementation of the resolution plan approved by the NCLT on September 9, 2026, which designated NG Organics Private Limited as the Successful Resolution Applicant (SRA). The original plan contemplated the merger of NG Organics with VXL Instruments as part of the restructuring process.

Procedural Hurdles in Merger Implementation

Paragraph 43(m) of the Approval Order directed that the merger be subject to the prescribed procedure under the Companies Act, 2013. This legal requirement rendered the merger-dependent implementation clauses incapable of being operated in their original form. Consequently, the SRA sought judicial intervention to modify these specific clauses to ensure compliance.

The SRA filed an application under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 (IBC). The application requests the NCLT to approve certain modified clauses of the resolution plan. Crucially, the company stated that these modifications do not disturb the financial or commercial terms previously approved by the Committee of Creditors.

Financial Terms Remain Unchanged

The disclosure highlights that the SRA has already funded the entire consideration contemplated under the resolution plan. This indicates that the financial commitment from the acquirer remains intact despite the structural adjustments required by law. The focus of the current legal proceeding is strictly on the procedural mechanism of the merger rather than the economic substance of the deal.

What the Numbers Show

The divergence between the approved commercial terms and the required legal procedure creates a temporary implementation gap. While the SRA has funded the consideration, the inability to execute the merger-dependent clauses immediately means the transfer of shares and operational control cannot proceed until the NCLT approves the modified structure. This separation of funding and execution highlights the rigidity of corporate law intersecting with insolvency proceedings.

Interim Governance Structure

Until the NCLT issues necessary directions regarding the modified clauses, the management of the Corporate Debtor rests with the Monitoring Committee. The committee is chaired by Jayanti Lal Jain, who also serves as the Chairman for the implementation process. The company assured the exchange that it would keep stakeholders informed upon receipt of further directions from the tribunal.

VXL Instruments Limited reported a net loss of ₹48.29 lakh for the fiscal year ended March 31, 2026, a substantial improvement from the ₹652.51 lakh loss recorded in FY25. The company will convene its 40th Annual General Meeting on October 26, 2026, to adopt these audited financial statements.

This convening marks a step toward normalizing statutory compliances after the Corporate Insolvency Resolution Process (CIRP). The reduction in losses was driven by the absence of the massive bad debt write-offs that characterized the previous year, despite revenue collapsing further to ₹7.55 lakh due to continued operational suspension.

Financial Performance Context

The company’s financial position in FY26 reflected severe operational disruption due to the insolvency proceedings initiated in November 2024. Revenue from operations fell 88.6% YoY to ₹7.55 lakh, consisting entirely of scrap sales, while total income dropped to ₹23.79 lakh from ₹82.04 lakh in the previous year. Employee benefit expenses were nil as the workforce exited during the process.

What the Numbers Show

The narrowing of net loss from ₹652.51 lakh in FY25 to ₹48.29 lakh in FY26 is primarily attributable to the non-recurrence of exceptional items. In FY25, the company booked an exceptional item of ₹554.69 lakh related to bad debt write-offs. In FY26, exceptional items were limited to a net charge of ₹21.75 lakh, comprising write-offs of Property, Plant and Equipment and cash balances. Excluding these non-recurring charges, the underlying operating loss remained significant, with Profit before Tax (before exceptional items) standing at (₹26.55) lakh in FY26 compared to (₹97.82) lakh in FY25, indicating a continued lack of core business activity.

Resolution Plan Implementation

The NCLT Mumbai Bench approved the resolution plan submitted by NG Organics Private Limited and Nitinbhai Govindbhai Patel on September 9, 2026. Consequently, the CIRP has concluded, and the company has entered the implementation stage under the supervision of a Monitoring Committee chaired by Jayanti Lal Jain. The committee is tasked with completing pending statutory compliances, including the overdue AGMs for FY25 and FY26.

Meeting Logistics and Voting

The 40th AGM will be held virtually at 4:00 pm IST. Physical attendance and proxy appointments are dispensed with in compliance with MCA and SEBI circulars. Shareholders can cast votes through remote e-voting during the window from October 22 to October 25, 2026.

The e-voting facility is provided by Bigshare Services India Private Limited. M/s Nishtha Khandelwal and Associates have been appointed as the scrutinizer for the voting process.