Details of the Merger Order

The Hon'ble NCLT, Hyderabad Bench-II, vide its order dated October 28, 2026, sanctioned the Scheme of Amalgamation providing for the merger of two wholly-owned subsidiaries:

1. Gee Pee Aerospace and Defence Private Limited (Transferor Company 1, CIN: U29100TG1988PTC008777)

2. Magnatar Aero Systems Private Limited (Transferor Company 2, CIN: U29308TG2019PTC136567)

with and into MTAR Technologies Limited (Transferee Company, CIN: L72200TG1999PLC032836).

The Appointed Date for the amalgamation is 01-Apr-2025.

Capital Structure of Involved Entities (as on 30.09.2025)

  • Gee Pee Aerospace (Transferor Co.1):
  • Authorized Capital: ₹75,00,000 (75,000 Equity Shares of ₹100 each)
  • Paid-Up Capital: ₹30,83,500 (30,835 Equity Shares of ₹100 each)
  • Magnatar Aero (Transferor Co.2):
  • Authorized Capital: ₹10,00,000 (10,00,000 Equity Shares of ₹1 each)
  • Paid-Up Capital: ₹1,00,000 (1,00,000 Equity Shares of ₹1 each)
  • MTAR Technologies (Transferee Co.):
  • Authorized Capital: ₹66,00,00,000 (6,60,00,000 Equity Shares of ₹10 each)
  • Paid-Up Capital: ₹30,75,95,910 (3,07,59,591 Equity Shares of ₹10 each)

MTAR Technologies holds 100% of the paid-up share capital of both transferor companies.

Post-Merger Capital Impact

Upon the scheme becoming effective, the Authorized Share Capital of MTAR Technologies Limited shall automatically stand increased from ₹66,00,00,000 to ₹66,85,00,000, divided into 6,68,50,000 Equity Shares of ₹10 each.

No shares will be allotted by MTAR Technologies in exchange for the merger. The entire paid-up share capital of the transferor companies (held by MTAR) will stand cancelled and extinguished.

Rationale for the Amalgamation

The stated rationale includes consolidation of business into one entity, harnessing synergies of equipment and human resources, reduction of administrative costs and overheads, simplification of corporate structure, integration of operations, achievement of operational and management efficiency, and achieving economies of scale.

Key Undertakings and Compliance from the NCLT Order

The NCLT order directs and the companies undertake to:

1. Protect the interests of all employees of the transferor companies, with no retrenchment of any employee in service as of the Appointed Date (01-Apr-2025).

2. Settle outstanding MSME dues of Transferor Company-1, which amounted to ₹31,262 as of 30-Jun-2026.

3. Discharge all existing and future statutory liabilities, including any demands from the Income Tax Department concerning the transferor companies.

4. Comply with all provisions of SEBI (LODR) Regulations, 2015, FEMA, and RBI regulations, as applicable.

5. Preserve books of accounts and records as per Section 239 of the Companies Act, 2013.

6. File a certified copy of the order with the Registrar of Companies, Hyderabad, within 30 days of receipt.

Regulatory Observations and Status

  • Income Tax Department: Confirmed no outstanding demands against the transferor companies as per affidavits dated 30-Mar-2026 and 05-Aug-2026. The transferee company undertook liability for any future demands.
  • Regional Director (SER): Raised observations which were addressed via undertakings from the company regarding statutory compliance, MSME dues, and protection of creditor rights.
  • Official Liquidator: Raised observations which were addressed, including confirmation that pending income tax disputes for Transferor Co-1 as of 31-Mar-2025 were settled and discharged by 31-Mar-2026.

Contingent Liabilities

A property tax dispute related to the Transferee Company (MTAR Technologies) is pending before the Hon'ble Supreme Court. The company has undertaken to comply with any order or determination issued by the court and discharge any resulting liability.

Effective Date and Dissolution

The scheme is binding on all members, employees, creditors, and stakeholders. The transferor companies will be dissolved without winding up upon the scheme becoming effective.