Mindpool Technologies Receives 'No Objection' from NSE for Amalgamation Scheme

Mindpool Technologies Receives 'No Objection' from NSE for Amalgamation Scheme​

Mindpool Technologies Limited announced on April 6, 2026, that it received an Observation Letter from the National Stock Exchange of India Limited (NSE). This letter conveys the NSE's 'No Objection' regarding the proposed Scheme of Amalgamation between Mindpool Technologies Limited (the Transferor Company) and S A Tech Software India Limited (the Transferee Company).

The amalgamation scheme involves the companies and their respective shareholders and is governed by Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The receipt of the Observation Letter bearing Reference No. NSE/LIST/52766/52767, dated April 6, 2026, allows the Company to file the draft Scheme with the Hon'ble National Company Law Tribunal (NCLT).

This 'No Objection' from the NSE, issued under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is valid for a period of six months from April 6, 2026, meaning the Scheme must be submitted to the NCLT by October 6, 2026.

The Company stressed that the Scheme remains subject to the receipt of various other applicable statutory and regulatory approvals, including those from the Hon'ble NCLT, the shareholders, and the creditors of the respective companies.

The NSE's approval was based on the draft scheme and accompanying documents, granting the necessary clearance to move forward with filing the draft scheme with the NCLT.

The Observation Letter from the NSE specifies several compliance requirements that the Company must adhere to when approaching the NCLT. These include, but are not limited to:

• Ensuring that all details of ongoing adjudication, recovery proceedings, prosecution initiated, and any other enforcement action against the Company, its promoters, and directors are disclosed before the NCLT and shareholders.
• Confirming that any additional information submitted to the Stock Exchange after the letter's date must be displayed on the websites of both listed companies and the Stock Exchanges.
• Ensuring the financials included in the scheme, especially those considered for the valuation report, are not older than six months.
• Mandating that the proposed equity shares to be issued under the Scheme must be exclusively in demat form.

The NSE's Observation Letter also detailed several points of information that must be disclosed in the explanatory statement or notice accompanying the resolution for shareholder approval. These required disclosures include:

• The necessity of the merger, the rationale of the scheme, synergies of the business entities involved, and the impact of the scheme on shareholders, along with a cost benefit analysis.
• Details regarding the Registered Valuer issuing the Valuation Report and the Merchant Banker issuing a Fairness opinion, including the summary of methods used for the Share-Swap Ratio and the rationale for those methods.
• The basis for arriving at the share swap ratio.
• Pre and Post scheme shareholding of the transferor and transferee companies as of the notice date, along with the rationale for any changes occurring between the draft filing and the shareholder notice.
• Capital built-up of both companies since incorporation and for the last 3 years, along with details of Revenue, PAT, and EBITDA for the last 3 years.
• The value of assets and liabilities of the transferor company being transferred to the transferee company, and the post-merger balance sheet of the transferee company.
• Details of potential benefits and risks associated with the amalgamation, and the financial implication on Promoters, Public Shareholders, and the involved companies, alongside the future growth prospects of the transferee company.

Mindpool Technologies Limited also noted that the Company is not required to send a notice for representation under section 230(5) of the Companies Act, 2013, to the NSE again, as the petitions are filed after processing the comments from the SEBI and the Stock Exchange.

MINDPOOL Stock Price Movement​

At the close of trade, shares of Mindpool Technologies Limited ended the day flat at ₹71.1, showing no movement for the session. With the stock remaining range-bound across the day, investors watched the equity trade sideways, signaling a pause in price action.

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