Ekam Leasing merger: NCLT order sets July 24 vote

What the company has disclosed

Ekam Leasing and Finance Co. Ltd has filed and disclosed procedural updates related to a proposed Scheme of Amalgamation involving its wholly-owned subsidiaries, Rex Overseas Private Limited and S & S Balajee Mercantile Private Limited. The company said it received a First Motion Order from the Hon’ble National Company Law Tribunal (NCLT), New Delhi Bench, which advances the merger process.

Ekam Leasing is a listed, RBI-registered non-deposit taking NBFC. It has described its main business as financing and leasing, and has also been described as operating in investment and finance since its incorporation in 1993.

NCLT first motion order and what it changes

According to the company, the NCLT’s first motion order has dispensed with the requirement to hold meetings of shareholders and creditors of the transferor companies, Rex Overseas and S & S Balajee Mercantile. That is consistent with the structure being a holding-subsidiary amalgamation where the parent already owns 100% of the subsidiaries.

However, Ekam Leasing’s equity shareholders will still convene a meeting through video conferencing or other audio-visual means to consider and approve the scheme. The company has positioned the scheme as a group simplification effort aimed at consolidating multiple entities into one.

The scheme remains subject to further approvals from the NCLT and other regulatory authorities.

Entities involved and the scheme framework

The proposed scheme is an amalgamation under Sections 230 to 232 of the Companies Act, 2013. The transferor companies are Rex Overseas Private Limited and S & S Balajee Mercantile Private Limited, both wholly-owned subsidiaries of Ekam Leasing.

The board of Ekam Leasing approved the draft scheme at its meeting held on January 31, 2026. The company has also referred to the Reserve Bank of India (Non-Banking Financial Companies – Voluntary Amalgamation) Directions, 2025 dated November 28, 2025 as part of the applicable framework.

The appointed date for the amalgamation has been stated as April 1, 2025.

Shareholder meeting on July 24 and how voting will work

Ekam Leasing has scheduled the equity shareholders’ meeting for Friday, July 24, 2026 at 4:00 PM IST. The meeting is planned through video conferencing.

For voting, NSDL will facilitate remote e-voting. The remote e-voting window is scheduled to open on Monday, July 20, 2026 at 9:00 AM IST and close on Thursday, July 23, 2026 at 5:00 PM IST.

The company has also fixed July 17, 2026 as the record date to determine shareholder eligibility for the NCLT-directed meeting.

Newspaper publication and NCLT-directed compliance

The company informed BSE about the publication of its EGM notice in newspapers for shareholder approval of the amalgamation. It said the advertisement was published in The Financial Express (English edition) and Jansatta (Hindi edition) in Delhi on June 19, 2026.

The publication was stated to be in compliance with an NCLT order dated May 8, 2026. The submission to the stock exchange was confirmed by the company’s compliance officer.

No shares to be issued, no capital change stated

Because both transferor companies are wholly-owned subsidiaries, the company has stated that no equity shares will be issued under the scheme. It also stated there will be no change in the share capital or shareholding pattern of Ekam Leasing.

Ekam Leasing has further stated that there will be no change in management or control as a result of the amalgamation.

Net worth snapshot disclosed by the company

The company has disclosed a combined net worth of approximately INR 7.45 crore for the entities. It also provided net worth figures for each entity, with dates for the subsidiaries as of September 30, 2025.

Why the group says it is merging

Across its disclosures, the company has described the rationale as simplification of corporate and group structure, consolidation of operations, and improved administrative convenience. It has also said it expects operational and managerial efficiency, a stronger balance sheet, and improved regulatory compliance.

The scheme summary disclosed earlier also states that all assets, liabilities, reserves and obligations of the transferor companies will transfer to and vest in Ekam Leasing as a going concern. It also states that employees of the transferor companies will become employees of the transferee company without break in service and on terms not less favourable.

Other matters investors are tracking

Ekam Leasing has flagged a writ petition concerning income tax matters pending in the Delhi High Court, with the next hearing set for August 3, 2026. Separately, the company has said that a SEBI SOP fine waiver application is under consideration by BSE.

These items are separate from the amalgamation process, but they are part of the broader set of regulatory and legal updates investors may monitor while the scheme moves through approvals.

Key dates at a glance

Company profile and registered office

Ekam Leasing & Finance Company Ltd has stated it is an NBFC not accepting public deposits, with business activities in financing and leasing. The company’s registered office details disclosed are: No. 11 Rani Jhansi Road, (Motia Khan), M M Road, New Delhi, Delhi 110055. It has listed telephone and fax as 011-23528015, email as info@ekamleasing.in, and website as http://www.ekamleasing.in.

Conclusion

Ekam Leasing’s proposed amalgamation with Rex Overseas and S & S Balajee has moved to the shareholder approval stage after NCLT’s first motion order, with an equity shareholder meeting scheduled on July 24, 2026 and remote e-voting from July 20-23. The company has maintained that the merger will not change its share capital, shareholding pattern, management, or control, while the scheme continues to await final regulatory and tribunal approvals.