Ekansh Concepts receives BSE no-objection for NCLT filing

Ekansh Concepts Limited has received BSE’s October 29, 2026 no-objection observation letter for the proposed absorption of Sankalp Industrial Infratech Private Limited, enabling it to submit the scheme to the National Company Law Tribunal (NCLT). The letter is valid for six months, while shareholder, creditor, statutory and tribunal approvals remain necessary.

What did BSE allow Ekansh Concepts to do?

BSE allowed Ekansh Concepts to file its proposed scheme of merger by absorption with the NCLT after issuing its October 29, 2026 observation letter. The scheme would merge Sankalp Industrial Infratech Private Limited, referred to as SIIPL, into Ekansh Concepts under Sections 230 to 232 of the Companies Act, 2013. Ekansh Concepts disclosed receipt of the letter on October 30, 2026.

The exchange said it had no adverse observations with limited reference to matters affecting listing, delisting and continuous-listing requirements. This is not an approval of the transaction’s commercial or financial merits. BSE said that documents and information filed with it or the Securities and Exchange Board of India (SEBI) should not be treated as having been cleared or approved by either regulator.

BSE also said neither it nor SEBI takes responsibility for the financial soundness of a scheme or for the accuracy of statements and opinions in submitted documents. Ekansh Concepts’ board had approved the proposed scheme on June 29, 2026, subject to regulatory and other approvals. The October 29 letter therefore moves the process from board approval and exchange review towards a tribunal filing, rather than completing the merger.

What must Ekansh Concepts disclose to shareholders?

Ekansh Concepts must provide shareholders with detailed merger disclosures before seeking approval under Sections 230 to 232 of the Companies Act, 2013. BSE’s October 29, 2026 observations require the shareholder notice to cover the need for the merger, its rationale, expected business synergies, shareholder impact and cost-benefit analysis. It must also describe potential benefits and risks associated with the amalgamation.

The notice must identify the registered valuer who issued the valuation report and the merchant banker who issued the fairness opinion. Ekansh Concepts must disclose the valuation methods considered for the share-swap ratio, the rationale for using those methods and the basis on which the ratio was determined. It must also show pre- and post-scheme shareholding as of the shareholder-meeting notice date, including an explanation for changes since the draft scheme was filed.

For both Ekansh Concepts and SIIPL, the shareholder material must include capital build-up since incorporation and for the previous three years. It must state revenue, profit after tax and earnings before interest, depreciation, tax and amortisation (EBIDTA) for the last three years, along with SIIPL’s assets and liabilities transferring to Ekansh Concepts. The scheme must also include Ekansh Concepts’ post-merger balance sheet, and financials used in the scheme or valuation report cannot be more than six months old.

BSE further required disclosure of ongoing adjudication and recovery proceedings, prosecutions and other enforcement action, if any, against Ekansh Concepts, its promoters and directors before the NCLT and shareholders. The shareholder communication must also disclose pending actions involving the scheme entities and their promoters, directors and key managerial personnel. Any additional information submitted after the exchange filing must be displayed on Ekansh Concepts’ and the stock exchanges’ websites.

When must Ekansh Concepts file the scheme with NCLT?

Ekansh Concepts must submit the scheme to the NCLT within six months from BSE’s October 29, 2026 observation letter. BSE specified that the observation letter is valid only during that six-month period. The company must incorporate BSE and SEBI observations into its NCLT petition and bring them to the tribunal’s attention.

No changes can be made to the draft scheme except those mandated by regulators, authorities or tribunals unless SEBI gives specific written consent. BSE also directed Ekansh Concepts to comply with the applicable clauses of the scheme document and with SEBI circulars issued from time to time. The no-objection letter was required to be disclosed on the listed entity’s website within 24 hours of receipt.

Where applicable, information on an unlisted company involved in the scheme must be presented in the abridged-prospectus format under Part E of Schedule VI of the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018. Ekansh Concepts must prominently include in the shareholder notice the scheme details it had previously provided to the stock exchange. BSE’s letter refers to the SEBI master circular dated June 20, 2023.

Which approvals and obligations still remain?

Ekansh Concepts still needs approval from the respective shareholders and creditors of the companies involved, as well as approval from the jurisdictional NCLT. Its October 30, 2026 announcement said necessary statutory and regulatory approvals under applicable law also remain outstanding. BSE separately instructed the entities to comply with the Companies Act, 2013 and its rules, including obtaining creditor consent for the proposed scheme.

All liabilities of SIIPL must be transferred to and vested in Ekansh Concepts under the scheme, according to the SEBI comments communicated through BSE. Any equity shares issued under the merger must be in dematerialised form only. These obligations apply alongside the required disclosures on the transaction’s financial implications for promoters, public shareholders and the companies involved.

BSE reserved the right to withdraw its no-adverse-observation position at any stage if information submitted is incomplete, incorrect, misleading or false. It may also withdraw the position for contraventions of exchange rules, listing requirements or guidelines issued by statutory authorities. For notices seeking BSE representations or objections under Section 230(5) or Section 66 of the Companies Act, 2013, BSE said filings must be made through the BSE Listing Centre rather than in physical form.

Conclusion

Ekansh Concepts has passed a listing-related regulatory stage in its proposed absorption of SIIPL, but the October 29, 2026 BSE letter is conditional and does not amount to final merger approval. The transaction still depends on detailed shareholder disclosures, creditor consent, any other required statutory or regulatory approvals, and the NCLT’s decision.

The next item to watch is whether Ekansh Concepts submits the scheme to the NCLT within the six-month validity period that began on October 29, 2026. Its shareholder notice should set out the share-swap basis, valuation and fairness-opinion details, SIIPL’s transferring assets and liabilities, historical financial information, pending actions and the rationale required by BSE and SEBI.