Timken India Limited merger petition remains pending before NCLT

Timken India Limited’s proposed amalgamation of wholly owned subsidiary Timken GGB Technology Private Limited remains pending before the National Company Law Tribunal, Bengaluru Bench, as of October 29, 2026. Timken India filed the petition in July 2026 after approving the scheme on May 18, 2026, with an appointed date of April 1, 2026.

What approval is Timken India seeking from NCLT?

Timken India is seeking approval for a Scheme of Amalgamation between GGB and Timken India, along with their respective shareholders and creditors. The board approved the draft scheme at its meeting on May 18, 2026, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Timken India filed its petition with the National Company Law Tribunal, or NCLT, Bengaluru Bench in July 2026. The company said the petition was pending for approval as of October 29, 2026, when its board approved the unaudited consolidated financial results for the quarter and six months ended September 30, 2026.

The disclosure establishes that the proposal had not received tribunal approval at that reporting date. It does not state a hearing date, expected decision date, conditions required by the NCLT, or whether the tribunal has issued any interim directions on the proposed amalgamation.

The scheme concerns GGB, which became a wholly owned subsidiary in December 2025. Timken India did not disclose a separate merger consideration, share-exchange ratio, or any standalone financial effect of the legal amalgamation in its September 2026 results.

When is Timken India’s proposed GGB merger appointed to take effect?

The proposed scheme has an appointed date of April 1, 2026, according to Timken India’s October 29, 2026 disclosure. That date preceded the board’s May 18, 2026 approval of the draft scheme and the company’s July 2026 filing with the NCLT Bengaluru Bench.

An appointed date is the date specified in a scheme of amalgamation, while the filing separately records that approval remained pending on October 29, 2026. Timken India did not state that the appointed date meant the legal amalgamation had already taken effect, nor did it disclose a revised date.

The company also did not outline a further timetable for shareholder, creditor, regulatory or other actions after an NCLT order. The disclosed next procedural event is therefore the tribunal’s approval decision on the scheme filed in July 2026.

The pending status does not prevent GGB from appearing in group reporting. Timken India’s unaudited consolidated results for the six months ended September 30, 2026 already include the subsidiary, reflecting the earlier acquisition and the accounting treatment described under Indian Accounting Standard 103.

How did Timken India acquire GGB?

Timken India acquired 100% of GGB’s equity shares from Timken Europe B.V., Netherlands, and The Timken Company, USA, under a share purchase agreement dated November 21, 2025. The consideration was Rs 128.8 crore, and the company paid the full amount on December 1, 2025.

The December 2025 payment made GGB a wholly owned subsidiary before the May 2026 board approval of the proposed amalgamation. The disclosed sequence is acquisition agreement in November 2025, payment in December 2025, scheme approval in May 2026, petition filing in July 2026, and a pending tribunal process at October 29, 2026.

Timken India classified the acquisition as a common-control business combination under Indian Accounting Standard 103, or Ind AS 103, Business Combinations. It said the accounting was applied from April 1, 2024, the first day of the preceding period, using the pooling-of-interest method prescribed in Appendix C to Ind AS 103.

Under that method, GGB’s assets, liabilities, income and expenses were accounted for in the consolidated books at their carrying amounts. This accounting treatment is distinct from the legal amalgamation, which still required NCLT approval as of the September 2026 reporting date.

How is GGB reflected in Timken India’s consolidated results?

GGB is included in Timken India’s consolidated results at carrying amounts under the pooling-of-interest method, including comparative periods beginning April 1, 2024. The group’s September 2025 comparative results therefore include the subsidiary’s financial information despite the Rs 128.8 crore acquisition payment occurring on December 1, 2025.

Timken India said the comparative consolidated results for the quarter and six months ended September 30, 2025 were based solely on information compiled by management. Deloitte Haskins & Sells LLP did not review that subsidiary information, except to the extent of adjustments made to comply with Indian Accounting Standards and the parent’s information.

For the September 2026 consolidated statement, Deloitte Haskins & Sells LLP issued an unmodified limited-review conclusion. The auditor’s report dated October 29, 2026 stated that nothing had come to its attention to suggest that the statement had not made the disclosures required under the Securities and Exchange Board of India listing regulations.

Timken India reports one primary segment, Bearings and allied goods and services, under Indian Accounting Standard 108, Operating Segments. The filing therefore provides no separate GGB revenue, profit, assets or cash-flow figures, leaving consolidated group data as the disclosed financial context.

What did Timken India report while the tribunal decision was pending?

Timken India reported consolidated revenue from operations of Rs 1,929.36 crore for the six months ended September 30, 2026, compared with Rs 1,608.53 crore in the six months ended September 30, 2025. Net profit after tax increased to Rs 240.554 crore from Rs 202.024 crore over the same periods.

Revenue from operations rose by Rs 320.83 crore year on year, while profit before tax rose by Rs 56.758 crore. Net cash generated from operating activities increased by Rs 28.71 crore, although the filing does not attribute these movements separately to GGB or to the pending amalgamation.

Consolidated total assets were Rs 3,920.795 crore at September 30, 2026, compared with Rs 3,700.334 crore at March 31, 2026. Equity attributable to owners rose to Rs 3,134.749 crore from Rs 2,914.575 crore, while total liabilities were Rs 786.046 crore versus Rs 785.759 crore.

Timken India also paid a final dividend of Rs 2.50 per equity share during the quarter ended September 30, 2026. The board recommended the dividend on May 18, 2026, and shareholders approved it at the 39th annual general meeting held on August 18, 2026.

Conclusion

Timken India has completed the Rs 128.8 crore acquisition of GGB and has included it in consolidated reporting under the common-control pooling-of-interest method. The separate legal step of amalgamating GGB into Timken India had not been completed as of October 29, 2026, because the July 2026 petition remained before the NCLT Bengaluru Bench.

The next disclosed matter to watch is the NCLT’s decision on the scheme approved on May 18, 2026, which names April 1, 2026 as the appointed date. Timken India did not provide a tribunal hearing schedule, expected order date, revised appointed date, or conditions that could determine the timing of completion.