Updater Services Limited has informed the Exchange about Scheme of Amalgamation between Updater Services Limited (''Transferee'') and Stanworth Management Private Limited and Tangy Supplies & Solutions Private Limited (together referred to as ''Transferor Companies'') of Transferor and their respective shareholders, pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 ("Scheme") approved by the Hon'ble National Company Law Tribunal, Chennai.
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Updater Services Limited has received approval from the NCLT Chennai Bench (order dated May 8, 2025) for its Scheme of Amalgamation with two wholly-owned subsidiaries — Stanworth Management Private Limited and Tangy Supplies & Solutions Private Limited. The appointed date is April 1, 2024, and the merger will become effective once the NCLT order is filed with the Registrar of Companies via e-form INC-28. Since both transferor firms are 100% owned by Updater Services, no new shares will be issued; existing shares held in the subsidiaries will simply be cancelled and the subsidiaries dissolved. The scheme was initially rejected by the Regional Director in December 2024 because only 76.69% of total shareholder value approved it (below the 90% fast-track threshold), but the NCLT approved it under Section 233(6), noting that 99.9996% of shareholders who actually voted were in favour. This is essentially an internal group restructuring aimed at simplifying the corporate structure.
This is a purely internal consolidation of wholly-owned subsidiaries into the listed parent, so there is no change in the shareholding pattern, no share issuance, and no dilution for existing shareholders. The market impact is expected to be neutral, though it may streamline operations and reduce compliance costs over time.