NCC Limited has received approval from the National Company Law Tribunal (NCLT), Hyderabad for the amalgamation of its wholly-owned subsidiary NCC Infrastructure Holdings Limited. The tribunal sanctioned the scheme of amalgamation on January 30, 2026, marking a significant step in the company's corporate restructuring initiative.

NCLT Approval Details

The Hon'ble National Company Law Tribunal, Hyderabad Bench pronounced its order on January 30, 2026, approving the scheme of amalgamation between NCC Infrastructure Holdings Limited (transferor company) and NCC Limited (transferee company). The scheme becomes effective with an appointed date of April 1, 2024.

Financial Performance Comparison

The financial performance of both companies demonstrates the strategic rationale behind the merger. NCC Limited, being the larger entity, shows robust operational performance, while the subsidiary has been experiencing losses.

Capital Structure and Share Exchange

Since NCC Infrastructure Holdings Limited is a wholly-owned subsidiary of NCC Limited, no new shares will be issued pursuant to the amalgamation. The entire issued and paid-up share capital of the transferor company held by NCC Limited will stand cancelled upon the scheme becoming effective.

Upon scheme implementation, NCC Limited's authorized capital will increase to Rs.9,11,50,00,000 through the clubbing of both companies' authorized capitals.

Strategic Rationale and Benefits

The amalgamation scheme is designed to deliver multiple strategic advantages:

• Corporate Structure Simplification: Consolidation of businesses under one roof with direct control of subsidiary assets
• Operational Efficiency: Reduction in managerial overlaps and duplication of systems and processes
• Resource Optimization: Better utilization of available resources and broadening of customer base
• Financial Strength: Enhanced long-term financial returns and greater financial flexibility
• Strategic Focus: Focused leadership attention to integrate business synergies

Regulatory Compliance and Approvals

The companies have secured all necessary regulatory approvals for the merger. The Reserve Bank of India provided its no-objection to the proposed merger on September 11, 2024. As a listed company merger involving a wholly-owned subsidiary, no separate approval from stock exchanges was required under Regulation 37(6) of SEBI (LODR) Regulations, 2015.

Implementation Timeline

The effective date of the scheme will be determined when the certified copy of the NCLT order is filed with the Registrar of Companies, Telangana, Hyderabad. NCC Limited has committed to file the necessary compliance documents in Form INC-28 within 30 days of receiving the certified copy of the order.

With this approval, NCC Infrastructure Holdings Limited will stand dissolved without winding up, and all its assets, liabilities, and operations will be transferred to NCC Limited, creating a more streamlined and efficient corporate structure.

NCC Limited has announced the successful completion of its postal ballot process for the appointment of Sri Sumit Banerjee as an Independent Director. The company submitted the scrutinizer's report and voting results to the stock exchanges on January 28, 2026, following the conclusion of the remote e-voting process.

Postal Ballot Results

The shareholders of NCC Limited have accorded their approval for the appointment of Sri Sumit Banerjee (DIN: 00213826) as an Independent Director through a special resolution. The voting process demonstrated strong shareholder support for the proposed appointment.

Voting Process Timeline

The postal ballot process was conducted in accordance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company appointed Ravi & Subramanyam Company Secretaries as the scrutinizer for the voting process.

Category-wise Voting Analysis

The voting results showed broad-based support across different shareholder categories. The promoter and promoter group demonstrated complete support for the resolution, while public shareholders also showed overwhelming approval.

Regulatory Compliance

The company ensured full compliance with regulatory requirements during the postal ballot process. KFin Technologies Limited was appointed to provide e-voting facility to the members. The postal ballot notice along with explanatory statement was sent to all members whose email addresses were registered with the company as on the cut-off date of December 19, 2025.

Public notices regarding the postal ballot were published in Financial Express (English) and Mana Telangana (Telugu) newspapers on December 27, 2025. The voting was conducted exclusively through remote e-voting, with physical postal ballot forms being dispensed with in compliance with MCA circulars.

Documentation and Disclosure

The scrutinizer's report and voting results have been made available on the company's website at www.ncclimited.com . The company has submitted all required documentation to both NSE and BSE, ensuring complete transparency and regulatory compliance in the appointment process.