According to an exchange filing on October 15, 2026, Phoenix Mills Ltd announced that its subsidiary, SGH Realty Private Limited, and step-down subsidiary, Truevalue Infrabuild Private Limited, have approved a scheme of amalgamation. The boards of both companies approved the scheme at their respective board meetings held on the same day. The amalgamation will be carried out on a going-concern basis under Sections 230 to 233 and other applicable provisions of the Companies Act, 2013, read with the relevant rules. The scheme is subject to approval from the Regional Director (RD) or the National Company Law Tribunal (NCLT), as applicable, along with other requisite statutory and regulatory approvals and consents.
As per the filing, Truevalue Infrabuild had a paid-up capital of ₹24.128 lakh as of the date of the filing, a net worth of ₹3.70 lakh as of September 30, 2026, and nil turnover for the period reported. SGH Realty had a paid-up capital of ₹1.001 lakh, a net worth of ₹11,139.54 lakh and a turnover of ₹10,639.14 lakh as of September 30, 2026. The filing states that Truevalue Infrabuild is a wholly owned subsidiary of SGH Realty, consequently, the scheme does not involve any cash consideration or the issuance of new shares. The transaction qualifies as a related party transaction under Section 2(76) of the Companies Act, 2013, but the company noted that per Ministry of Corporate Affairs Circular No. 30/2014, transactions arising out of compromises, arrangements, and amalgamations do not fall within the purview of Section 188.
According to the exchange filing, the proposed amalgamation aims to simplify and unify the business structure, reduce administrative, legal and statutory compliance costs, and improve operational efficiency by avoiding duplication of efforts. The merger is also intended to establish an administrative structure that provides the required management depth and focus, create enhanced value for shareholders, and enable a more focused operational strategy in the interests of shareholders, employees and other stakeholders. Another objective is to consolidate the transferor company's assets, including movable and immovable properties, and enhance their value through the development of its immovable properties. The company stated that the amalgamation will lead to significant reduction in overheads, including administrative, legal, and statutory compliance costs, and by avoiding duplication of efforts, the move aims to enhance organizational efficiency and optimal utilization of resources.
The filing states that the scheme is subject to approval from the Regional Director (RD) or the National Company Law Tribunal (NCLT), as applicable, along with other requisite statutory and regulatory approvals and consents. The company had obtained the necessary Audit Committee approval under Regulation 23 of the SEBI Listing Regulations. The Audit Committee has granted necessary approval pursuant to Regulation 23 of the SEBI Listing Regulations for this internal restructuring.
The amalgamation is between subsidiary companies and will not result in any change in the listed company's shareholding pattern. The entire issued, subscribed and paid-up share capital of the transferor company will stand automatically cancelled once the scheme becomes effective. The scheme is subject to requisite statutory and regulatory approvals, including approval from the Regional Director or National Company Law Tribunal as applicable. The financial data reveals a stark disparity in operational scale between the two entities, with TVIB holding a paid-up capital of ₹24.128 lakh but its net worth standing at only ₹3.70 lakh with nil turnover, while SGH Realty reports a net worth of ₹11,139.54 lakh and turnover of ₹10,639.14 lakh, indicating that TVIB is effectively a dormant or holding entity with negligible independent operations.
