S A Tech Software India Limited Receives 'No Objection' from NSE for Amalgamation Scheme

S A Tech Software India Limited Receives 'No Objection' from NSE for Amalgamation Scheme​

S A Tech Software India Limited has received an Observation Letter from the National Stock Exchange of India Limited (NSE), conveying its 'No Objection' regarding the Scheme of Amalgamation involving Mindpool Technologies Limited with S A Tech Software India Limited. This observation enables the company to file the draft Scheme with the National Company Law Tribunal (NCLT).

The Scheme of arrangement pertains to the amalgamation of Mindpool Technologies Limited, the Transferor Company, with S A Tech Software India Limited, the Transferee Company, and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Observation Letter from the NSE confirms 'No Objection' in terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This confirmation allows the company to proceed with filing the draft Scheme before the NCLT. The Company has previously informed stakeholders of the Board of Directors' decision approving the Scheme of arrangement following the receipt of necessary regulatory and other approvals.

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 creditors of both companies, and any other necessary authorities or bodies.

Key Observations from the Exchange​

The NSE's letter outlined several specific points the company must adhere to while advancing the amalgamation. Key compliance and disclosure requirements noted by the Exchange include:

• Financial Data: The financials presented in the scheme, including those used for the valuation report, must not be for a period exceeding six months.
• Disclosures: The company must ensure the detailed disclosure of ongoing adjudication and recovery proceedings, prosecutions initiated, and any other enforcement action against the company, its promoters, and directors before the Hon'ble NCLT and shareholders when seeking approval.
• Explanatory Statement: For the notice or explanatory statement accompanying resolutions, the company must provide details on the need for the merger, the rationale, business synergies, the scheme's impact on shareholders, and a cost benefit analysis.
• Valuation Details: Specific details regarding the Registered Valuer issuing the Valuation Report and the Merchant Banker issuing the Fairness opinion must be included, alongside the summary of methods considered for arriving at the Share-Swap Ratio and the rationale for those methods.
• Shareholding: The explanatory statement must detail the pre and post scheme shareholding of both companies as of the notice date, along with the rationale for any changes.
• Company financials: The proposal requires disclosing the capital built-up of both companies since incorporation and for the last three years, alongside the Revenue, Profit After Tax (PAT), and Earnings Before Interest, Taxes, Depreciation, and Amortization (EBIDTA) for the last three years.
• Asset Transfer: Details of the assets and liabilities of the Transferor Company being transferred to the Transeree Company, along with the post-merger balance sheet of the Transeree Company, must be provided.
• Pending Actions: The company must also disclose all pending actions against the entities involved in the scheme, including their promoters, directors, and Key Managerial Personnel (KMPs).

The NSE specified that the validity of the 'Observation Letter' is set for six months from April 06, 2026, by which the Scheme must be submitted to the NCLT.

The Observation Letter also detailed significant procedural clarifications, noting that the petition before the NCLT is filed after the processing and communication of comments by SEBI/Stock exchange, thus relieving the company from sending a notice for representation under section 230(5) of the Companies Act, 2013, to the NSE again for comments.

A table summarizing the receipt of the 'No Objection' is provided below:

SATECH Stock Price Movement​

At the close of trade, shares of S A Tech Software India Limited are edging higher by 4.1% to trade at ₹39.35. The stock held a trading range between ₹37.00 and ₹39.35, recording a total volume of 6,000 shares.

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