India Radiators Ltd

Transaction overview

• Amalgamation of India Radiators Limited (Transferor) into Mercantile Ventures Limited (Transferee) under scheme.

Record date

• Record date set for entitlement on Friday, 24 July 2026.

Share exchange terms

• Exchange ratio: 10 Mercantile Ventures shares for 36 India Radiators shares.

Entitlements

• Eligible India Radiators shareholders receive Mercantile Ventures equity shares per ratio.

Amalgamation details

• Amalgamation of the transferor with the transferee sanctioned by NCLT.
• Record date fixed at 24 July 2026 for entitlement.
• Share exchange ratio: 10 transferee shares for 36 transferor shares.
• Appointed date of the scheme: 01 January 2025.
• Effective date subject to filing of sanction order with Registrar of Companies.
• Board passed circular resolution on 13 July 2026.
• Scheme affects shareholders and creditors of the transferor.

Overview

• Scheme merges the transferor into the transferee under NCLT sanction.
• Appointed Date: 01 January 2025.
• Effective date upon filing sanction order with RoC.
• Related party under common control; not arm's length.
• Exchange ratio: 10 MVL shares for every 36 IRL shares.

Rationale

• Consolidation to reduce administrative and operating costs.
• Enable centralized operations and synergies for growth.
• Broaden capital base and access to managerial expertise.
• Achieve higher efficiency through combined assets and human resources.

Key terms

• Nature: Amalgamation of transferor into transferee.
• Appointed Date: 01 January 2025 (as per scheme).
• Effective date: upon RoC filing of sanction order.
• Assets and liabilities transferred to transferee at book values.
• Shareholders of transferor receive MVL shares; 10 MVL for 36 IRL.
• Transferor dissolved without winding up; post-merger entity continues.
• Difference in share capital moved to capital reserve.
• Record Date to be fixed mutually after sanction.
• Accounting: pooling of interest method under Ind AS 103.
• Inter-se investments on appointed date canceled; future investments by transferee.
• Tax liabilities borne by amalgamated company per Section 170.

Financial impact

• Share exchange ratio: 10 MVL for 36 IRL.
• No cash consideration; assets/liabilities transferred at book values.
• Post-scheme capital structure: transferee issues shares to transferor shareholders.
• Difference to capital reserve reflects balance sheet adjustments.
• Valuation supports the exchange ratio; independent reports cited.

Stakeholder impact

• IRL shareholders receive MVL shares; no cash payout.
• Employees of IRL become employees of MVL from Appointed Date.
• Creditors’ rights remain; liabilities vest in transferee.
• Group restructuring may affect listing status and compliance.

Status & next steps

• NCLT sanction pronounced on 02 July 2026.
• Effective date to be communicated after RoC filing.
• Record Date to be fixed mutually after sanction.
• Petition disposed; RoC filing and share issuance to follow.
• Meetings dispensed for certain shareholder classes earlier.

Dematerialisation status

• Dematerialisation requests received were processed and confirmed to depositories (accepted/rejected).
• Dematerialised securities have been listed on the relevant stock exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled; depository's name substituted as registered owner within the prescribed timeline.

Status update

• NCLT disposed the amalgamation petition; order copy awaited.

Scheme context

• Amalgamation between transferor and transferee under Companies Act.

Next steps

• Awaiting certified copy of NCLT order.

Trading Window Closure

• Trading Window closed from 01 July 2026 to two trading days after June 30, 2026 results.

Meeting Details

• Board meeting on Monday, 25 May 2026.

Key Agenda Items

• Approve audited financial statements for quarter and year ended 31 March 2026.

Other Notes