Please find attached intimation with regard to pronouncement of Order by the Hon''ble, NCLT Bench, Bengaluru.
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The NCLT Bengaluru Bench has sanctioned the Scheme of Amalgamation merging Tritonvalves Climatech Private Limited (the wholly owned subsidiary, transferor) into Triton Valves Limited (the listed parent, transferee) under Sections 230-232 of the Companies Act, 2013. The appointed date has been fixed as April 1, 2025 (revised from the originally proposed April 1, 2023 to comply with applicable rules). Since the transferor is a wholly owned subsidiary, no new shares will be issued as consideration, and the 10,000 equity shares held by Triton Valves in Tritonvalves Climatech will stand cancelled upon the scheme becoming effective. The order was pronounced on May 29, 2026 and the certified copy is awaited. Notably, the transferor company is loss-making (cash losses of Rs. 180.13 lakhs and Rs. 317.47 lakhs in the recent and previous financial years), while the transferee company is profit-making. The transferee company also has outstanding income tax demands of around Rs. 11.20 crore, which it has undertaken to settle.
This is a routine simplification of the group structure — a wholly owned loss-making subsidiary being folded into the listed parent. Since no new shares are being issued (wholly-owned merger), there is no dilution for existing shareholders and the transaction is broadly EPS-neutral. The absorption of the subsidiary's losses may marginally pressure near-term reported profits, but the merger should streamline operations and compliance in the long run.