National Standard (India) Limited announces an acquisition

The board-approved share swap ratio was 10 fully paid-up equity shares of Lodha Developers Limited (formerly Macrotech Developers Limited), of Rs 10 each, for every 1,000 fully paid-up equity shares of National Standard (India) Limited of Rs 10 each. The ratio was approved as part of the revised Scheme, subject to shareholder, NCLT and other applicable approvals. ^{[1] [2]}

Valuation methodology

The independent valuer, Bansi S. Mehta Valuers LLP, used different valuation bases for NSIL and Macrotech/Lodha:

• National Standard (India) Limited: valued on a liquidation-value basis, under an orderly-liquidation premise. The market-price method was rejected because NSIL’s shares were infrequently traded, while the income/DCF approach was not used because NSIL had no business plan and was not expected to generate significant future profits. Its remaining inventory was therefore assessed based on the value expected to be realised on liquidation. ^{[3] [3] [4]}
• Macrotech Developers/Lodha Developers: valued on a fair-value basis, under a going-concern premise. The valuers applied:
• the Market Price Method, using the pricing formula under the SEBI ICDR Regulations; and
• the Income Approach using a DCF method.

These two approaches were assigned equal weights of 50% each. ^{[4] [5] [6]}

Accordingly, the swap ratio compared NSIL’s liquidation value—principally its residual inventory/assets—with Macrotech/Lodha’s going-concern equity value, rather than applying the same valuation method to both companies. The valuation was stated to follow the applicable ICAI Valuation Standards. ^[7]

_Scope note: this comparison also included MTAR Technologies Limited (MTARTECH), which the answer above does not cover. Ask about any of them for a full side-by-side._

The merger does not, on the evidence cited, support a quantified increase in Macrotech Developers’ consolidated debt or net worth. The economic effect depends on whether National Standard (India) Limited’s assets and liabilities were already included in Lodha Developers’ consolidated accounts before the merger.

• Debt: NSIL’s external borrowings and other liabilities legally transfer to Lodha on absorption. However, NSIL was already 73.94% owned by Lodha and had no material current business activity, so its liabilities may already have been captured in Lodha’s consolidated balance sheet before the merger. If so, the merger should not create a fresh group-level debt burden; it mainly changes the legal entity in which the liabilities are presented. ^[8]
• Real estate assets: NSIL had completed a real estate development project, so the merger transfers its residual real estate assets and related liabilities to Lodha. The assets do not by themselves reduce debt; the relevant balance-sheet effect is the net asset value—real estate and other assets less assumed liabilities. ^[8]
• Net worth: At the consolidated level, net worth should increase only to the extent NSIL contributes net assets not already reflected in Lodha’s consolidated accounts. Any investment in NSIL, intra-group balances and the pre-existing non-controlling interest would generally be eliminated or reclassified under the merger accounting. This is an accounting inference, not a reported rupee amount.
• Equity issued: The scheme provides for 92 Lodha equity shares for every 1,000 NSIL shares, which can alter share capital and the allocation between parent shareholders and non-controlling interests even where consolidated assets and liabilities are substantially unchanged. ^[9]

The cited merger materials confirm that auditors examined the proposed accounting treatment and found it compliant with applicable accounting standards, but they do not reproduce the pro-forma balance-sheet line items needed to calculate the exact change in consolidated debt, net debt or net worth. ^[10] Accordingly, the defensible conclusion is: no demonstrated incremental consolidated leverage from the absorption itself; the net-worth effect is the incremental NSIL net assets after liabilities and merger-accounting eliminations, with the rupee impact not quantified in the cited excerpts.

The NCLT-convened meeting is scheduled for 9 October 2026; it is not itself the merger completion event. The merger becomes effective only after NCLT sanction and the subsequent filing of certified NCLT orders with the Registrar of Companies (ROC). ^[11]

Remaining milestones

1. Shareholder approval: NSIL shareholders must approve the Scheme with the requisite majority under Section 230(6). Even after approval, the Scheme remains subject to NCLT sanction and other required regulatory approvals. ^[11]

2. SEBI and stock-exchange compliance: The SEBI observations and stock-exchange observations must be incorporated into the petition filed before the NCLT and presented to the Tribunal. ^[12] The SEBI letter dated 26 December 2025 requires, among other matters, compliance with Regulation 11 of the Listing Regulations and applicable Companies Act, LODR and debenture-trust-deed provisions. ^[13]

3. Compliance-status filings: The company must file the compliance status report addressing the observation letter through the NSE scheme-of-arrangement process. The exchange’s no-objection is only for enabling the NCLT filing and is not approval under other laws or regulations. ^[14] SEBI’s process likewise should not be interpreted as SEBI approval of the Scheme. ^[15]

4. NCLT sanction: Following the shareholder process and regulatory submissions, the NCLT must issue the orders sanctioning the Scheme. The Scheme remains subject to any conditions or modifications imposed by the NCLT or other authorities. ^[11]

5. ROC filing and Effective Date: Certified copies of the sanction orders must be filed with the Mumbai ROC by RFL, NSIL and Lodha Developers. The Effective Date is the last date on which these filings are completed. ^[16]

Expected Effective Date

Management has not provided a specific projected calendar date or month for the Effective Date in the notice. The disclosed sequence is: 9 October 2026 shareholder meeting → NCLT sanction → ROC filings. Therefore, the Effective Date cannot be fixed merely from the meeting date; it will be determined by whichever of the required ROC filings is completed last. ^{[11] [16]}