Ahluwalia Contracts (India) Limited has announced board approval for a significant corporate restructuring through the amalgamation of five wholly owned subsidiaries. The engineering, designing, and construction company's board meeting on February 14, 2026, formally approved the comprehensive merger scheme under the Companies Act, 2013.

Scheme Structure and Companies Involved

The amalgamation involves five transferor companies merging with Ahluwalia Contracts as the transferee company. The scheme encompasses Dipesh Mining Private Limited, Jiwanjyoti Traders Private Limited, Paramount Dealcomm Private Limited, Premsagar Merchants Private Limited, and Splendor Distributors Private Limited.

All transferor companies are incorporated under the Companies Act, 1956, with registered offices at KB-25, Salt Lake City, Sector III, Kolkata. These subsidiaries are primarily engaged in real estate investment activities and earning rental income from immovable assets.

Capital Structure and Share Details

The scheme involves companies with varying capital structures across the transferor entities. Each subsidiary maintains authorized capital of ₹1,00,00,000 to ₹1,10,00,000, with issued and paid-up capital ranging from ₹88,75,000 to ₹1,03,25,000.

Ahluwalia Contracts maintains authorized capital of ₹20,00,00,000 with issued and paid-up capital of ₹13,39,75,120 comprising 6,69,87,560 equity shares of ₹2 each.

Regulatory Compliance and Exemptions

The scheme benefits from regulatory exemptions under SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. Since the amalgamation involves exclusively wholly owned subsidiaries with their listed parent company, the scheme is exempt from obtaining prior approval, no-objection certificate, or observation letter from stock exchanges and SEBI.

The company has submitted required documentation to BSE Limited, including certified copies of board resolutions, the amalgamation scheme, and processing fees. BSE Limited serves as the designated stock exchange for the scheme purposes.

Strategic Rationale and Benefits

The amalgamation aims to achieve multiple strategic objectives through corporate structure simplification. The scheme is designed to consolidate group entities, optimize corporate structure, pool financial and managerial resources, eliminate multiple entities, improve operational efficiency, and enhance long-term shareholder value.

Key benefits include elimination of multiple subsidiary layers, simplification of corporate and ownership structure, reduction in regulatory and compliance overheads, improved operational flexibility and efficiency, and more effective capital allocation and financial planning.

Implementation Timeline and Next Steps

The scheme requires sanction from the National Company Law Tribunal under Sections 230 and 232 of the Companies Act, 2013. Upon NCLT approval, all assets and liabilities of the transferor companies will transfer to Ahluwalia Contracts on a going concern basis without requiring separate share issuance.

All employees of the transferor companies will become employees of the transferee company without service interruption and on terms not less favorable than existing conditions. The scheme ensures no change in management or control of Ahluwalia Contracts, maintaining continuity in operations and governance.

Source: Exclusive

Ahluwalia Contracts (India) Limited's Board of Directors concluded a significant meeting on February 14, 2026, approving multiple strategic business decisions including quarterly financial results and a major amalgamation scheme. The engineering, designing, and construction company presented its Q3FY26 results showing robust operational performance across key financial metrics.

Q3FY26 Financial Performance

The company delivered strong financial results for the third quarter with total income reaching ₹10,759 Mn compared to ₹9,668 Mn in Q3FY25. EBITDA stood at ₹960 Mn with a margin of 9.1%, while net profit after tax was ₹540 Mn, representing a 5.0% margin.

Nine Months Performance Shows Strong Growth

For the nine months ended December 31, 2025, the company demonstrated impressive growth with total income of ₹32,890 Mn, marking a 12.5% increase from ₹29,201 Mn in the corresponding period last year. EBITDA surged 42.5% to ₹3,109 Mn with an improved margin of 9.6%, while net profit after tax jumped 55.6% to ₹1,842 Mn.

Robust Order Book Position

The company maintains a strong order book with gross order book at ₹265,856 Mn and unexecuted order book of ₹186,795 Mn as of December 31, 2025. The order book demonstrates diversification across segments with residential projects comprising 44.7%, infrastructure 19.7%, and commercial projects 19.2%.

Top 10 Ongoing Projects Portfolio

The company's project portfolio includes several high-value contracts with the re-development of Chhatrapati Shivaji Maharaj Terminus (CSMT) at Mumbai leading with ₹24,500 Mn order value and ₹20,482 Mn unexecuted value. Other significant projects include India Jewelry Park, Mumbai (₹21,570 Mn) and The Dahlias DLF 5, Gurugram (₹20,890 Mn).

Major Amalgamation Scheme Approved

The board approved a comprehensive scheme of amalgamation involving five wholly owned subsidiary companies merging with the parent company. The transferor companies include Dipesh Mining Private Limited, Jiwanjyoti Traders Private Limited, Paramount Dealcomm Private Limited, Premsagar Merchants Private Limited, and Splendor Distributors Private Limited.

Conference Call Completed with Audio Recording Available

The company successfully conducted its analyst and institutional investor conference call on February 16, 2026, at 3:30 PM IST to discuss the Q3FY26 results. Following the completion of the meeting, the company has made the audio recording available on its website for stakeholders who could not attend the live session.

The presentation highlighted the company's pan-India presence with 48 ongoing projects across 15 states and one overseas project, supported by YTD order inflows of ₹87,536 Mn. Company Secretary Vipin Kumar Tiwari filed the compliance notification with BSE, NSE, and Calcutta Stock Exchange on February 17, 2026, pursuant to Regulation 30 of SEBI LODR Regulations, 2015.