Protean eGov Technologies Limited has successfully obtained regulatory approval for its composite scheme of arrangement, marking a significant corporate restructuring milestone. The company received the certified copy of the National Company Law Tribunal (NCLT) order on March 10, 2026, following the tribunal's decision on February 27, 2026.

NCLT Approval Details

The NCLT Mumbai Bench sanctioned the composite scheme of arrangement between Protean Infosec Services Limited (demerged company) and Protean eGov Technologies Limited (resulting company) under Sections 230 to 232 of the Companies Act, 2013. The tribunal's order establishes the appointed date as April 1, 2025, for the demerger transaction.

Business Demerger Structure

The scheme provides for the demerger of specific business verticals from Protean Infosec Services Limited into Protean eGov Technologies Limited on a going concern basis. Protean Infosec Services is a wholly-owned subsidiary of the resulting company, which eliminates the need for share issuance as consideration for the transfer.

The demerged undertaking encompasses:

• Governance, Risk & Compliance: Implementation of ISO27001, ISO22301, PCI-DSS, regulatory requirements, compliance, IT-related certifications, information security posture, cyber security compliance, data privacy framework implementation, and digital risk management
• Managed SOC Services: 24x7 SOC monitoring services including SIEM, SOAR, UEBA technologies
• Security Architecture Review: Comprehensive security risk assessment with vulnerability assessment, penetration testing, source code review, API security testing, red teaming, and cyber awareness (VAPT)

Strategic Rationale

The tribunal noted the strategic benefits of the demerger arrangement. The resulting company operates in developing digital public infrastructure and citizen-centric e-governance solutions for citizens, corporates, and the government. The demerger aims to:

• Consolidate operations within the resulting company
• Execute services in a cost-efficient manner for long-term value creation
• Pool resources and expertise of both entities
• Aggregate and synergize engineering capabilities across the group

Regulatory Compliance

The NCLT order addresses various compliance requirements, including income tax provisions under Section 2(19AA) of the Income Tax Act, 1961. The tribunal confirmed that meetings of equity shareholders and creditors were dispensed with, given the holding-subsidiary relationship between the companies.

Implementation Timeline

The scheme becomes effective from the appointed date of April 1, 2025, but remains operative from the effective date when the certified copy is filed with the Registrar of Companies. The companies must complete various post-approval formalities within specified timeframes, including filing with the ROC within 30 days and stamp duty adjudication within 60 days.

The demerger represents a strategic consolidation move for Protean eGov Technologies, bringing specialized cybersecurity and compliance capabilities under the listed entity's direct operations while maintaining operational continuity for all transferred business segments.

Protean eGov Technologies Limited has successfully concluded its postal ballot process, with shareholders approving two key board appointments through special resolutions. The company informed stock exchanges on March 10, 2026, that both resolutions were passed with requisite majority, marking important developments in its leadership structure.

Postal Ballot Process and Timeline

The postal ballot process was conducted entirely through e-voting, with the notice dated February 03, 2026. The company dispatched the postal ballot notice on February 05, 2026, to 2,21,511 members who had registered their email addresses with the company, depositories, or registrar and transfer agent.

The company published advertisements regarding the postal ballot on February 06, 2026, in Financial Express (English) and Loksatta (Marathi) newspapers, ensuring widespread awareness among stakeholders.

Board Appointment Results

Both resolutions received strong shareholder support, demonstrating confidence in the proposed appointments. The scrutinizer CS S. N. Viswanathan from S. N. Ananthasubramanian & Co. validated all votes as legitimate and confirmed that both special resolutions were passed with requisite majority.

Resolution 1: Ms. Aruna Rao's Re-appointment

The resolution for re-appointing Ms. Aruna Rao (DIN: 06986715) as Independent Director for a second term of three years was classified as a special resolution and received overwhelming approval.

Resolution 2: Mr. V Easwaran's Appointment

The appointment of Mr. V Easwaran (DIN: 08055728) as Director and Whole-time Director also secured strong shareholder approval, with an even higher percentage of support.

Regulatory Compliance and Documentation

The postal ballot was conducted in compliance with Section 110 of the Companies Act, 2013, and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The scrutinizer's report dated March 10, 2026, confirmed that all procedural requirements were met and votes were properly validated.

The voting results and scrutinizer's report are available on the company's website at www.proteantech.in and NSDL's e-voting platform at www.evoting.nsdl.com , ensuring transparency and accessibility for all stakeholders. The company has also informed BSE Limited (Scrip Code: 544021) and National Stock Exchange of India Limited (Trading Symbol: PROTEAN) about the successful completion of the postal ballot process.