Citizen Infoline Completes Equity Share Allotment Under NCLT Amalgamation Scheme

Citizen Infoline Limited has completed the allotment of 86.46 lakh equity shares to eligible shareholders of Citizen Solar Private Limited under the NCLT-approved amalgamation scheme. The Board of Directors approved the share allotment during their meeting held on April 03, 2026, implementing the scheme sanctioned by NCLT Ahmedabad Court-II.

Share Allotment Details

The Board approved the allotment of 86.46 lakh equity shares of ₹10 each to eligible shareholders of the transferor company based on the approved share exchange ratio of 11:1. The allotment was made to shareholders as per the register of members on the record date of March 31, 2026.

Parameter: Details Shares Allotted: 86.46 lakh equity shares Face Value: ₹10 per share Exchange Ratio: 11:1 Record Date: March 31, 2026 Allotment Date: April 03, 2026

Capital Structure Impact

The share allotment has significantly altered the company's capital structure and shareholding pattern:

Capital Details: Pre-Allotment Post-Allotment Paid-up Share Capital: ₹5.40 crore ₹14.04 crore Number of Shares: 53.97 lakh 1.40 crore Authorized Capital: - ₹15.50 crore

NCLT Scheme Implementation

The allotment follows the successful implementation of the amalgamation scheme approved by NCLT Ahmedabad Court-II under case number CP (CAA) No. 47 (AHM) of 2025 in CA (CAA) No. 34 of 2025. The scheme became effective after filing E-Form INC-28 with the Registrar of Companies and receiving the certified copy of the NCLT order dated March 19, 2026.

Regulatory Compliance and Listing

The company has informed BSE Limited about the allotment under scrip code 538786, maintaining compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The newly allotted equity shares will rank pari passu with existing equity shares and will remain frozen until listing and trading permission is granted by the stock exchange.

Board Meeting Proceedings

The Board meeting was conducted from 04:30 PM to 06:30 PM on April 03, 2026, where directors formalized the share allotment process. The company also approved the name change from Citizen Infoline Limited to Citizen Solar Limited as part of the amalgamation scheme implementation. The allotment represents a significant milestone in combining the operational capabilities of both entities in the solar energy sector.

Citizen Infoline Limited has received approval from the National Company Law Tribunal (NCLT) Ahmedabad for the amalgamation of its subsidiary Citizen Solar Private Limited. The tribunal sanctioned the scheme of amalgamation on 19 March 2026, marking a significant milestone in the company's consolidation strategy.

NCLT Order Details

The NCLT Ahmedabad Bench (Court-II) approved the scheme under Sections 230 to 232 of the Companies Act, 2013. The case was filed as CP (CAA) No.47 (AHM) of 2025 in CA (CAA) No.34 of 2025.

Parameter: Details Case No.: CP (CAA) No.47 (AHM) of 2025 in CA (CAA) No.34 of 2025 Bench: NCLT Ahmedabad, Court-II Date of Order: 19 March 2026 Appointed Date: 01 April 2023 Effective Date: Date of filing certified copy with ROC

Key Features of the Amalgamation

The scheme involves the complete amalgamation of Citizen Solar Private Limited (transferor company) into Citizen Infoline Limited (transferee company). Under the arrangement:

All assets, liabilities, rights and obligations of the transferor company will be transferred to Citizen Infoline Limited

Employees will continue their service without any break in continuity

The transferor company will stand dissolved without winding up upon the scheme becoming effective

Regulatory Compliance

Citizen Infoline Limited has confirmed compliance with all regulatory requirements, including:

Observation letter issued by Stock Exchange dated 12 May 2025

Applicable provisions of SEBI Circulars including Master Circular dated 20 June 2023

All statutory requirements under the Companies Act, 2013

Implementation Timeline

The company is required to file the certified copy of the NCLT order with the Registrar of Companies within the prescribed timeline. The scheme will become effective from the date of such filing. Additionally, the company must undertake necessary corporate actions and apply for listing and trading approval as required.

Financial and Legal Obligations

As part of the tribunal's order, Citizen Infoline Limited will be responsible for:

Payment of ₹25,000 as legal fees to the Regional Director

Payment of ₹20,000 as fees to the Official Liquidator

Filing the order with concerned authorities for stamp duty adjudication within 60 days

Ensuring all statutory compliances are met post-amalgamation

The amalgamation is expected to provide strategic benefits through integrated business operations, enhanced operational efficiency, and better resource utilization for the combined entity.

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