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 has announced that its Board of Directors will convene on February 14, 2026, to consider important corporate matters including quarterly financial results and a significant amalgamation scheme. The engineering, designing, and construction company formally communicated this development to stock exchanges on February 3, 2026, with the notice published in Financial Express (English) and Jansatta (Hindi) newspapers.

Board Meeting Agenda

The board meeting will address two primary business items of strategic importance to the company's operations and structure.

Subsidiary Amalgamation Details

The proposed scheme of amalgamation involves the merger of five wholly owned subsidiary companies into the parent entity. The subsidiaries identified for amalgamation include:

• Dipesh Mining Private Limited
• Jiwanjyoti Traders Private Limited
• Paramount Dealcomm Private Limited
• Premsagar Merchants Private Limited
• Splendor Distributors Private Limited

A notable aspect of this amalgamation is that no equity shares or other securities will be issued or allotted by Ahluwalia Contracts (India) Limited pursuant to the proposed scheme, as all transferor companies are wholly owned subsidiaries of the transferee company.

Regulatory Compliance and Communication

The company has implemented trading restrictions in compliance with regulatory requirements. The trading window remains closed from January 1, 2026, and will continue until 48 hours after the declaration of Q3 financial results. This closure aligns with the company's Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders and SEBI (Prohibition of Insider Trading) Regulations, 2015.

The formal intimation was signed by Vipin Kumar Tiwari, Company Secretary and Compliance Officer, and communicated to BSE Limited, National Stock Exchange of India Limited, and Calcutta Stock Exchange Limited. The information is also available on the company's website at www.acilnet.com and the websites of the stock exchanges where the company's shares are listed.