Ruchi Infrastructure Approves Composite Scheme of Amalgamation with Two Investment Entities

Ruchi Infrastructure Approves Composite Scheme of Amalgamation with Two Investment Entities​

Ruchi Infrastructure Limited announced that its Board of Directors approved the draft of a Composite Scheme of Amalgamation involving Lennox Investment Private Limited and Multiacre Investment Services Private Limited. The scheme was approved during a Board meeting held on Thursday, May 28, 2026.

The proposed amalgamation is structured under the provisions of Section 230-232 of the Companies Act, 2013, and involves merging two investment companies into Ruchi Infrastructure Limited.

Participating Entities and Business Overview​

The amalgamation includes Ruchi Infrastructure Limited, which will serve as the amalgamated company, alongside Lennox Investment Private Limited and Multiacre Investment Services Private Limited.

The key details of the participating entities are as follows:


Collectively, the paid-up share capital of the two amalgamating companies totals Rs. 7,74,15,030/-.

Rationale for Amalgamation​

The companies stated that the proposed merger is considered to be in the best interest of all stakeholders, including shareholders, employees, and creditors. The amalgamation is expected to provide several benefits:

• Strategic Flexibility: The combined balance sheets and businesses are expected to offer diverse strategic options and greater operational flexibility.
• Capitalization and Debt: The merged entity is expected to be better capitalized and improve debt equity ratios.
• Resource Optimization: The merger will allow for the optimal utilization of existing resources and the ability to fully leverage the strong assets and capabilities of all involved companies.
• Financial Strength: The combined structure aims to strengthen the sustainable business model and improve the entity's ability to raise resources and meet contingencies.
• Efficiency: The merger is anticipated to lead to a lean management structure, resulting in better administration, reduction in costs, and the rationalization of business processes.

Share Exchange Ratio and Capital Impact​

The consideration for the transfer of shares will be structured through a share exchange ratio, with no cash consideration issued to the Transferor Companies.

The share exchange ratios are detailed as follows:

• Amalgamating Company No. 1 (Lennox Investment Pvt. Ltd.): Every 1 fully paid up equity share of Rs. 10/- will be exchanged for 5,582 fully paid up equity shares of Re. 1/- of the Amalgamated Company.
• Amalgamating Company No. 2 (Multiacre Investment Services Pvt. Ltd.):

* Every 1 fully paid up equity share of Rs. 10/- will be exchanged for 6,423 fully paid up equity shares of Re. 1/-.
* Every 25 Compulsorily Convertible Preference Shares of Rs. 10/- will be exchanged for 37 equity shares of Re. 1/-.

The scheme is expected to increase the Company's paid up equity share capital. Approximately 13,13,08,382 new equity shares of Re.1/- each are projected to be issued upon securing requisite sanctions, increasing the paid up equity share capital from Rs. 23,60,24,942/- to approximately Rs. 36,73,33,324/-. Post-merger, the paid up equity share capital is anticipated to comprise shares aggregating to Rs. 12,67,55,402/- held by the Promoters and Rs. 24,05,77,922/- held by the Public shareholders.

RUCHINFRA Stock Price Movement​

On Wednesday, Ruchi Infrastructure Limited shares slipped by 1.42%, settling at ₹6.26. The stock recorded a traded volume of 12,398 shares, suggesting selling pressure throughout the day.