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Ashika Credit Capital Limited has received a significant regulatory milestone as the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, pronounced its order sanctioning the Composite Scheme of Amalgamation on May 8, 2026. The development was communicated to BSE Ltd. by the company's Company Secretary and Compliance Officer, Anju Mundhra, on the same date. In a further update dated May 12, 2026, the company informed BSE that the certified copy of the NCLT order has been uploaded on the NCLT website, marking a key step towards the scheme becoming legally effective.
Structure of the Composite Scheme of Amalgamation
The Composite Scheme of Amalgamation involves a sequential two-step merger process among three entities within the Ashika group. The scheme, which follows an earlier intimation dated November 12, 2024, consolidates the group's corporate structure through the following arrangement:
Parameter: Details Transferor Company: Ashika Commodities & Derivatives Private Limited (ACDPL) Amalgamating / Transferee Company: Ashika Global Securities Private Limited (AGSPL) Amalgamated Company: Ashika Credit Capital Limited (ACCL) Relationship: ACDPL is a Wholly Owned Subsidiary of AGSPL Appointed Date: April 1, 2025 NCLT Order Date: May 8, 2026 NCLT Order Copy Uploaded: May 12, 2026 Sanctioning Authority: Hon'ble NCLT, Kolkata Bench Post-Merger Name Change: Ashika Credit Capital Limited to be renamed Ashika Global Securities Limited
In the first step, Ashika Commodities & Derivatives Private Limited, a Wholly Owned Subsidiary of Ashika Global Securities Private Limited, will amalgamate with and into Ashika Global Securities Private Limited. Subsequently, Ashika Global Securities Private Limited will amalgamate with and into Ashika Credit Capital Limited, making Ashika Credit Capital Limited the final amalgamated entity. Upon the scheme becoming effective, the name of Ashika Credit Capital Limited shall be changed to Ashika Global Securities Limited in accordance with Section 13 of the Companies Act, 2013.
Share Swap Ratio
The Valuation Report dated November 12, 2024, recommending the swap ratio, was prepared by CA Vidhi Chandak, an IBBI Registered Valuer. The key terms of the share exchange are as follows:
Parameter: Details Allotment for ACDPL Shareholders: No allotment of equity shares in AGSPL or payment of any consideration, as all equity shares of ACDPL are held by AGSPL and its nominees and shall stand cancelled and extinguished Swap Ratio (AGSPL to ACCL): 6,726 equity shares of face value INR 10/- each fully paid-up of Ashika Credit Capital Limited issued for every 10,000 equity shares of face value INR 10/- each fully paid-up held in Ashika Global Securities Private Limited
Regulatory Approvals and Compliance
The scheme received all requisite regulatory clearances prior to the NCLT's final sanction. The Reserve Bank of India (RBI) granted its No Objection to the proposed Composite Scheme of Amalgamation, and subsequently extended the validity of its No Objection till March 17, 2026. BSE Limited issued its 'No adverse observations' on the proposed scheme vide letter No. DCS/AMAL/NB/R37/3758/2025-26 dated August 22, 2025. Both Ashika Credit Capital Limited and Ashika Global Securities Private Limited are Non-Banking Finance Companies (NBFCs) duly registered with the Reserve Bank of India. The NCLT, in its order dated February 16, 2026, granted exemption to the petitioners from serving notice upon the RBI and BSE.
Regulatory Authority: Status Reserve Bank of India: No Objection granted; validity extended till March 17, 2026 BSE Limited: No adverse observations issued vide letter dated August 22, 2025 Official Liquidator, Calcutta High Court: No complaint received; affairs not conducted prejudicially Registrar of Companies, West Bengal: No complaint or representation received; financials up to date Income Tax Department: No observations filed pursuant to notices served
Shareholder and Creditor Meetings
Pursuant to the NCLT's order dated November 14, 2025, meetings of various classes of shareholders and creditors were either dispensed with or held as directed. The following table summarises the composition of shareholders and creditors of the petitioner companies:
Particulars: Equity Shareholders (as on August 9, 2025) Secured Creditors (as on June 30, 2025) Unsecured Creditors (as on June 30, 2025) Petitioner Company No. 1 (ACDPL): 2 NIL 4 Petitioner Company No. 2 (AGSPL): 18 2 5 Petitioner Company No. 3 (ACCL): 4,126 NIL 9
Meetings of equity shareholders of Petitioner No. 1 and Petitioner No. 2 were dispensed with as shareholders representing 100% in value had given their consent by affidavit. Meetings of unsecured creditors of Petitioner No. 1 were similarly dispensed with on account of 100% consent by value, while those of Petitioner No. 2 were dispensed with as unsecured creditors representing 97.35% in value had consented. Unsecured creditors of Petitioner No. 3 had been fully paid off. No meeting of secured creditors was required for Petitioner No. 1 and Petitioner No. 3 as they had NIL secured creditors, and for Petitioner No. 2 as all secured creditors had been fully paid off prior to filing. A meeting of equity shareholders of Petitioner No. 3 (Ashika Credit Capital Limited) was held as directed.
Rationale for the Amalgamation
The scheme aims to consolidate the businesses of the companies, facilitating the realisation of their full potential. The key objectives cited include business synergy through the combination of the NBFCs' investing and financing activities, creation of a larger unified entity with optimal utilisation of capital, reduction of administrative and managerial overheads, improved financial strength and profitability through combined operations, pooling of knowledge and expertise, and unification of legal and regulatory compliance obligations currently required across all three entities.
Next Steps Towards Effectiveness
While the NCLT has pronounced its order sanctioning the scheme and the certified copy has been uploaded on the NCLT website on May 12, 2026, the Composite Scheme of Amalgamation will become legally effective only upon the filing of the certified copy of the NCLT order with the Registrar of Companies. The transferor and amalgamating companies are required to deliver certified copies of the order to the Registrar of Companies, West Bengal within 30 days of obtaining the certified copy. A schedule of assets in respect of the transferor company and the transferee or amalgamating company is to be filed within 60 days from the date of the order. A separate intimation will be provided to the stock exchange once the scheme formally becomes effective, ensuring stakeholders are kept informed at each stage of the process.
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Source: scanx.trade
Source: The New Indian Express