Centum Electronics Amalgamates Subsidiary Following NCLT Approval
Filing Summary
Centum Electronics Ltd has received approval from the National Company Law Tribunal (NCLT), Bengaluru Bench, for the amalgamation of its wholly-owned subsidiary, Centum T&S Private Limited. The approval, granted on October 29, 2025, allows the merger to proceed with an appointed date of April 1, 2024. The scheme involves the transfer of all employees, assets, and liabilities from the subsidiary to Centum Electronics. The company must comply with various regulatory requirements, including settling statutory dues and obtaining necessary certifications. The merger aims to streamline operations under the parent company.
Centum Electronics Ltd has announced the approval of its scheme of amalgamation with its wholly-owned subsidiary, Centum T&S Private Limited. The approval was granted by the Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench, on October 29, 2025. The scheme is set to become effective upon the filing of the certified order with the Registrar of Companies, with the appointed date for the amalgamation being April 1, 2024.
The financial terms of the amalgamation involve the transfer of all assets and liabilities of Centum T&S Private Limited to Centum Electronics Ltd. The authorized share capital of the transferee company will automatically increase to include that of the transferor company. The scheme specifies that no new shares will be issued as the entire share capital of the transferor company is already held by the transferee company. The amalgamation follows the pooling of interest method of accounting as per IND AS-103.
Operationally, the scheme includes the transfer of all employees from Centum T&S Private Limited to Centum Electronics Ltd. The terms of employment will remain consistent, ensuring no break in service. The merger will also involve the consolidation of all business operations, assets, and liabilities under Centum Electronics, streamlining processes and enhancing operational efficiency.
The timeline for the amalgamation process began with the initial filing on March 14, 2025. The NCLT approval was granted on October 29, 2025, and the scheme will become effective upon the filing of the certified order with the Registrar of Companies. The company is required to comply with various regulatory requirements, including the settlement of statutory dues and obtaining necessary certifications.
The parties involved in the amalgamation include Centum Electronics Ltd as the transferee company and Centum T&S Private Limited as the transferor company. The scheme has been approved by the board of directors of both companies, and the necessary shareholder and creditor consents have been obtained. The amalgamation is subject to compliance with all applicable regulatory requirements, including those set by the Securities and Exchange Board of India (SEBI) and the Ministry of Corporate Affairs.
The amalgamation is significant in the context of Centum Electronics’ strategic objectives to consolidate its operations and enhance its market position. By integrating the subsidiary’s operations, Centum Electronics aims to achieve greater operational efficiency and streamline its business processes. The merger is also expected to simplify the corporate structure and reduce administrative overheads.
Centum Electronics Ltd is a leading provider of electronics system design and manufacturing services. The company focuses on delivering high-quality solutions to its clients across various sectors, including aerospace, defense, and industrial electronics. Centum Electronics is committed to innovation and excellence in its operations, continuously seeking opportunities to enhance its service offerings and expand its market presence.