Key Details

Symbol (NSE): MARKOLINES

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of Markolines Infra Limited (Transferor Company) with and into Markolines Pavement Technologies Limited (Transferee Company)

Entities Involved:

  • Transferor Company: Markolines Infra Limited (MIL)
  • Transferee Company: Markolines Pavement Technologies Limited (MPTL)

Demerged Company: Not Applicable (Amalgamation scheme)

Resulting Company: Markolines Pavement Technologies Limited (after amalgamation)

Share Entitlement Ratio: Not Specified

Implied Capital Structure Impact: Not Specified

Post-Allotment Listing Plan: The resulting entity (MPTL) will remain listed on both BSE and NSE. The company must ensure listing of securities and commencement of trading within sixty days of receipt of the NCLT order, simultaneously on all stock exchanges where equity shares are listed.

Regulatory and Approval Status

NCLT Approval Status: Not yet filed. The company has received approval to file the scheme with NCLT.

Shareholder Approval Status: Pending. Shareholder approval will be sought under Sections 230-232 of the Companies Act, 2013.

SEBI/Stock Exchange Observations: BSE Limited and National Stock Exchange of India Limited have issued Observation Letters with 'No adverse observations'/'No objection' dated August 17, 2026 (NSE) and August 14, 2026 (BSE).

Effective Date: Not Specified

SEBI Compliance Conditions

The Observation Letters include 18 specific compliance requirements from SEBI:

1. Compliance with Regulation 11 of SEBI (LODR) Regulations, 2015

2. Disclosure of all ongoing adjudication, recovery proceedings, prosecution initiated, and enforcement actions against the company, its promoters and directors to NCLT and shareholders

3. Display of additional information submitted after filing on company and exchange websites

4. Compliance with SEBI circulars and Master Circular dated June 20, 2023

5. Inclusion of abridged prospectus format information for unlisted companies in explanatory statements

6. Financials in scheme and valuation report not to be more than 6 months old

7. Prominent disclosure of scheme details in shareholder notices

8. Mandatory demat form for any equity shares issued under the scheme

9. Scheme to be acted upon subject to compliance with relevant clauses in scheme document

10. No changes to draft scheme after filing with SEBI by stock exchanges

11. No changes without specific written consent of SEBI except those mandated by regulators/authorities/tribunals

12. Incorporation of SEBI/stock exchange observations in NCLT petition

13. Compliance with all applicable provisions of Companies Act, 2013 including creditor consent

14. Additional disclosures to public shareholders including:

  • Small explanation of the scheme
  • Need for amalgamation, rationale, synergies, impact on shareholders, cost benefit analysis
  • Details of Registered Valuer and Merchant Banker, valuation methods summary, rationale for share-swap ratio
  • Latest financials of MPTL and MIL (not older than 6 months) on website and in explanatory statement
  • Pre and post scheme shareholding of MPTL and MIL with rationale for changes
  • Capital build-up of MPTL and MIL for last 3 years
  • Revenue, PAT and EBITDA details for last 3 years
  • Value of assets and liabilities of MIL being transferred and post-amalgamation balance sheet of MPTL
  • Details of potential benefits and risks including integration challenges, market conditions, financial uncertainties
  • Financial implication on promoters, public shareholders and companies involved
  • Disclosure of all actions against entities involved including promoters/directors/KMPs and possible impact on MPTL
  • Impact on reserves of MPTL and MIL with quantitative pre/post details compliant with accounting standards

15. Disclosure of No-Objection letter on company website within 24 hours of receipt

16. Listing of securities and trading commencement within sixty days of NCLT order

17. No requirement to send notice for representation to SEBI again under section 230(5) of Companies Act, 2013

18. Submission disclaimer that approval should not be construed as SEBI/Exchange clearance of scheme financial soundness

Validity of Observation Letter: Six months from August 17, 2026 (until February 17, 2027)

Financial Rationale

Not Specified in the disclosed document. SEBI requires the company to disclose need for amalgamation, rationale of the scheme, synergies of business, impact on shareholders, and cost benefit analysis to shareholders.

Impact on Shareholders

Not Specified in the disclosed document. SEBI requires the company to disclose financial implication of merger on promoters, public shareholders and the companies involved, as well as impact on reserves with quantitative details.