Anka India Limited has secured a significant regulatory milestone with the National Company Law Tribunal (NCLT) Chandigarh Bench approving its first motion application for the amalgamation scheme with wholly-owned subsidiary Futech Internet Private Limited. The tribunal's order dated February 03, 2026, marks a crucial step forward in the consolidation process.

NCLT Dispensation and Approval Details

The Hon'ble NCLT has dispensed with the requirement of convening meetings for various stakeholder groups, streamlining the approval process. The tribunal's decision covers multiple categories of stakeholders and creditors.

The dispensation was granted because the transferor company is a wholly-owned subsidiary, no share reorganization is involved, and no new shares will be issued upon scheme implementation.

Company Structure and Capital Details

Futech Internet Private Limited, incorporated on February 22, 2014, operates in complete advertising solutions and publicity services. The company maintains a modest capital structure with specific focus on digital advertising and media solutions.

Anka India Limited, incorporated on September 13, 1994, operates in software development, digital solutions, mobile applications, and e-commerce platforms. The company maintains a significantly larger capital base reflecting its established market position.

Strategic Rationale and Benefits

The amalgamation scheme presents multiple strategic advantages for the consolidated entity. The Board of Directors of both companies approved the scheme on September 3, 2025, subject to tribunal sanctioning.

Key benefits identified in the scheme include:

• Value Unlocking: Consolidation enabling value realization for the combined entity
• Cost Optimization: Elimination of duplicate operational costs through economies of scale
• Business Acceleration: Enhanced growth, expansion and development opportunities
• Strategic Focus: Stronger operational base for advantageous business execution
• Stakeholder Protection: No adverse effects on shareholders, employees, or creditors

Regulatory Compliance and Next Steps

The scheme operates under Sections 230-232 of the Companies Act 2013, with an appointed date of April 01, 2025. The company has fulfilled various regulatory requirements including auditor certifications and stock exchange filings.

The NCLT has granted liberty to file the second motion petition in accordance with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. This represents the final step in completing the amalgamation process, following which all assets and liabilities of Futech Internet will transfer to Anka India Limited.

Anka India Limited announced its unaudited financial results for the third quarter ended December 31, 2025, revealing significant losses on a standalone basis while showing operational revenue through its consolidated subsidiary. The Board of Directors approved these results at their meeting held on January 23, 2026.

Standalone Financial Performance

The company's standalone operations showed a dramatic deterioration in Q3 FY26 performance. With zero revenue from operations, the company relied entirely on other income of ₹10.38 lakhs, down from ₹14.07 lakhs in the corresponding quarter of the previous year.

The massive increase in expenses was primarily driven by other expenses, which surged to ₹715.92 lakhs in Q3 FY26 from ₹12.78 lakhs in Q3 FY25. For the nine months ended December 31, 2025, the standalone entity recorded a net loss of ₹744.19 lakhs compared to a profit of ₹18.99 lakhs in the corresponding period of FY25.

Consolidated Financial Results

The consolidated results present a different picture, reflecting the operations of the subsidiary Futech Internet Private Limited. The consolidated entity generated revenue from operations of ₹394.26 lakhs in Q3 FY26, though this was lower than ₹489.29 lakhs in Q3 FY25.

The consolidated operations showed improvement with a reduced net loss of ₹3.32 lakhs in Q3 FY26 compared to a loss of ₹37.81 lakhs in Q3 FY25. For the nine-month period, consolidated operations achieved a net profit of ₹5.28 lakhs.

Auditor Qualifications and Key Issues

The statutory auditors R.S. Prabhu & Associates issued qualified review reports for both standalone and consolidated results, highlighting several concerns:

Standalone Qualifications:

• Recognition of impairment loss of ₹6.99 crores on Intangibles under Development without adequate supporting evidence
• Continued recognition of minimum alternative tax of ₹35.38 lakhs as an asset despite the company's loss history

Consolidated Qualifications:

• Goodwill of ₹18.96 crores recognized during consolidation has not been tested for impairment as of December 31, 2025
• Similar concerns regarding minimum alternative tax recognition of ₹35.38 lakhs

Corporate Structure and Acquisition

The company acquired 100% stake in Futech Internet Private Limited through a share swap arrangement dated March 13, 2025, with effective share allotment on June 11, 2025. This acquisition resulted in a reverse merger situation under Ind AS 103 - Business Combinations.

The subsidiary Futech Internet Private Limited contributed significantly to consolidated performance with total revenues of ₹397.54 lakhs and net profit of ₹2.97 lakhs for Q3 FY26. For the nine-month period, the subsidiary generated revenues of ₹1,567.34 lakhs with net profit of ₹9.13 lakhs.

Financial Position and Operations

The company operates in a single business segment and continues to have minimal standalone operations. The weighted average paid-up equity share capital increased to ₹515.42 lakhs in Q3 FY26 from ₹128.41 lakhs in Q3 FY25, reflecting the share swap arrangement.

Employee benefits expense in consolidated operations stood at ₹277.22 lakhs for Q3 FY26, while depreciation and amortization expense was ₹31.49 lakhs. The company's financial results are available on its website www.ankaindia.com .