Mindpool holders set for 1 S A Tech share per 2 equity shares

Mindpool Technologies Limited shareholders recorded on the future record date are proposed to receive one fully paid equity share in S A Tech Software India Limited for every two Mindpool shares under the amalgamation, according to the National Company Law Tribunal order delivered on November 3, 2026.

What will Mindpool holders receive in the merger?

Mindpool holders are proposed to receive one fully paid S A Tech equity share of Rs 10 for every two fully paid Mindpool equity shares of Rs 10 held on the record date. The order states that S A Tech, as the transferee company, would issue and allot the shares without any further act or deed by eligible Mindpool members.

The consideration disclosed in the scheme is a share exchange rather than a cash payment. A holder of 10 Mindpool shares would correspond to five S A Tech shares under the stated 1:2 ratio, subject to the shareholder being recorded in Mindpool's register of members on the record date. The November 3, 2026 order does not specify that record date.

Mindpool is the transferor company in the proposed amalgamation and S A Tech is the transferee company. The appointed date under the scheme is April 1, 2025, while the boards of the two companies approved the scheme on December 19, 2025 and subsequently approved amendments on May 21, 2026 and May 15, 2026, respectively.

Has the Tribunal approved Mindpool's merger?

The National Company Law Tribunal, Mumbai Bench, Court-V has directed shareholder meetings to consider the scheme, but the filing does not disclose a final sanction of the amalgamation or a completed share allotment. Mindpool said it received the Tribunal's November 3, 2026 order on November 4, 2026.

The Tribunal directed Mindpool to convene an equity shareholder meeting within 90 days of receiving the order. The meeting is to be held at Poloroche Business Avenue in Viman Nagar, Pune, with an option for video conferencing or other audio-visual participation; e-voting, remote e-voting or postal-ballot voting may also be provided where applicable.

Mindpool must send the meeting notice, the scheme and an explanatory statement at least one month before the meeting. It must also publish notices in the Pune editions of Financial Express in English and Loksatta in Marathi at least 30 days before the meeting, while the chairperson must report the voting result to the Tribunal within seven days after the meeting ends.

The Tribunal appointed Ms. Smita Srivastava as chairperson at remuneration of Rs 75,000 plus out-of-pocket expenses and appointed CS Sunil Nanal as scrutinizer at proposed remuneration of Rs 50,000 plus applicable taxes. The quorum will follow Section 103 of the Companies Act, 2013; if it is absent within half an hour, the members present will constitute the quorum.

What were Mindpool and S A Tech's capital bases before the merger?

As of March 31, 2026, Mindpool had 42,37,500 issued, paid-up and subscribed equity shares, compared with 1,30,57,281 fully paid-up equity shares for S A Tech. S A Tech therefore had 88,19,781 more issued and paid-up shares than Mindpool before the proposed exchange.

Both companies' authorised equity shares had a face value of Rs 10 each. Mindpool's authorised capital was Rs 12 crore, while S A Tech's was Rs 15 crore, a difference of Rs 3 crore as of March 31, 2026.

The disclosed capital figures show the companies' pre-merger share bases, not the final number of S A Tech shares to be issued under the scheme. That number depends on the Mindpool members recorded on the future record date and the shares then eligible for the 1:2 exchange.

Which approvals and conditions remain for Mindpool's share swap?

The shareholder-meeting process and subsequent scheme process remain before the disclosed share exchange can take effect. The Tribunal directed the meeting to consider and, if thought fit, approve the scheme with or without modifications, meaning the 1:2 ratio is proposed consideration rather than an allotment completed on November 4, 2026.

The Tribunal also directed notices under Section 230(5) of the Companies Act, 2013 to the Regional Director, Western Region; the Registrar of Companies, Pune; Income-tax authorities; the Official Liquidator; Goods and Services Tax authorities; the National Stock Exchange of India Limited; and the Securities and Exchange Board of India. Those authorities may make representations within 30 days, and the filing does not disclose any representation or a later Tribunal sanction.

The National Stock Exchange issued an observation letter on April 6, 2026, providing in-principle approval after processing comments or observations on the scheme by the exchange and the Securities and Exchange Board of India. Secured and unsecured creditor meetings were dispensed with because consent affidavits had been obtained from secured creditor or creditors and unsecured creditors representing 92.40% in value.

Mindpool provides information technology-enabled solutions and digital marketing services, while S A Tech provides information and communication technology solutions across industries. The companies said the rationale includes combined products, services, market presence and customer segments, as well as expected operational simplification, lower duplication and wider customer access; these are stated intended benefits rather than reported merger outcomes.

Conclusion

The filing establishes the proposed economic consideration for Mindpool holders: one S A Tech equity share for every two Mindpool equity shares recorded on a future record date. It also shows that S A Tech had a larger March 31, 2026 paid-up equity base of 1,30,57,281 shares, compared with Mindpool's 42,37,500 shares, before any merger-related issuance.

The next disclosed milestone is Mindpool's shareholder meeting, which must be convened within 90 days of receipt of the November 3, 2026 Tribunal order. Investors should watch for the separately announced meeting date, time and record date, followed by the chairperson's report to the Tribunal within seven days of the meeting's conclusion.