Mercantile Ventures Ltd

Scheme details

• Inter-company amalgamation between two issuer subsidiaries.
• Appointed Date: 01 January 2024.
• Effective Date: 22 August 2026.
• Regulatory approvals: NCLT sanction; INC-28 filed with ROC.
• Shareholding pattern unchanged for the listed company.

Financial & governance impact

• No share exchange or capital changes disclosed.
• Transferor to dissolve without winding up; board and committees dissolve.

Status

• Scheme became effective on 22 August 2026.

E N Rangaswami – WTD re-appointment

• Type of change: Re-appointment of E N Rangaswami as Whole-time Director.
• Effective date and term: 5 December 2026 to 4 December 2029.
• Reason for change: NRC recommendation and AGM approval.
• Profile: B.Sc; Associate Member, ICAI; 47 years in finance and administration.
• Disclosure of relationships: Not related to any other Director.
• Other directorships: Mercantile Ventures Ltd; AMI Holdings Private Ltd; i3 Security Private Ltd.
• Debarment: Not debarred from holding office.

Standalone results

• Q1 FY2026 standalone: income from operations Rs 1,020.26 lakhs.
• Total income Rs 1,187.00 lakhs; net profit Rs 71.66 lakhs; EPS Rs 0.07.
• Re-appointment of E N Rangaswami as WTD for 3 years.
• AGM scheduled for 24 Sep 2026 at 11:00 AM via VC/OAVM.

Consolidated results (where disclosed)

• Consolidated Q1 FY2026: income from operations Rs 2,303.23 lakhs.
• Consolidated other income Rs 247.86 lakhs.

Corporate actions & AGM

• NCLT approved amalgamation with India Radiators Limited; effective 23 Jul 2026.

Meeting Details

• Date, time and location not disclosed in the excerpt.

Key Agenda Items

• No agenda items disclosed in the excerpt.

Other Notes

• Issuer: Mercantile Ventures Ltd (scrip code 538942).

Transaction overview

• Amalgamation between India Radiators Limited (Transferor) and Mercantile Ventures Limited (Transferee).
• Share exchange: 10 Mercantile shares for 36 India Radiators shares (face value ₹10).
• Record Date: 24 July 2026 for entitlement under the scheme.
• Transaction structure: Scheme of Amalgamation.

Scheme overview

• Amalgamation sanctioned by NCLT; transferor merged into transferee.
• Record date for entitlement fixed at 24 July 2026.
• Share exchange ratio: 10 transferee shares for 36 transferor shares.
• Appointed date: 01 January 2025.
• Effective date: upon filing sanction order with ROC Chennai.

Approvals & status

• NCLT sanction received; circular board resolution passed on 13 July 2026.
• Record date fixed for entitlement: 24 July 2026.
• Effective date to be communicated after sanction order filing.

Financial impact

• Share exchange ratio disclosed: 10 new transferee shares for 36 transferor shares.
• Post-scheme capital structure not disclosed.
• No further financial terms detailed.

Stakeholder impact

• Shareholders of transferor to receive transferee equity shares.
• Impact on creditors or employees not described in filing.
• Operational or listing status changes not specified.

Dematerialisation status

• Dematerialisation requests received during the reporting period were confirmed to the depositories.
• Securities dematerialised during the period have been listed on the exchanges where the existing securities are listed.
• Security certificates received for dematerialisation were mutilated and cancelled after due verification.
• The depository's name has been substituted in the register of members as registered owner within the prescribed time.

Overview

• Amalgamation scheme between a transferor and transferee within the same group.

Rationale

• Aims to reduce costs, achieve synergies, and strengthen growth via consolidation.

Key Terms & Structure

• Nature: amalgamation; Appointed Date: 01-01-2025; effective date on sanction filing.
• Related-party/arm's-length status not explicitly stated.
• NCLT sanction granted; effective date to be communicated after filing with ROC.
• Share exchange: 10 transferee shares for every 36 transferor shares.
• Assets and liabilities of the transferor transfer to the transferee.
• Accounting: pooling of interest; assets/liabilities recorded at book values.
• Capital impact: excess share capital moved to capital reserve.
• Record date to be fixed mutually after sanction.
• No auto-modification without tribunal approval.
• Dissolution: Transferor dissolved on scheme effectiveness.

Financial Impact

• Shareholders of transferor receive 10 equity shares of transferee per 36 transferor shares.
• All assets and liabilities vest in transferee at book values.
• Difference between assets' capital value and transferor capital moved to capital reserve.
• Inter-se investments as on appointed date will be cancelled.
• Tax liabilities reserved for recovery under applicable law.
• Post-merger accounting to follow pooling-of-interest method under Ind AS 103.

Stakeholders

• Employees of transferor become employees of transferee with continuous service.
• Employee protections and no retrenchment for staff dated to Appointed Date.
• Creditors' debts and obligations transfer to transferee.
• Shareholders of transferor will hold shares in transferee per ratio.
• Listing status of transferee unaffected by scheme.
• Operations may consolidate; cost efficiencies expected.

Status & Next Steps

• NCLT sanctioned the scheme on 02 July 2026.
• Effective date upon filing the sanction order with ROC.
• Record date to be fixed post-sanction; filings and MOA/AOA adjustments anticipated.
• Petition disposed; scheme implementation to follow regulatory filings.

Overview

• Amalgamation between transferor and transferee entities involving their shareholders and creditors.

Transaction Terms

• Nature: amalgamation under Sections 230-232 of the Companies Act, 2013.

Status

• NCLT disposed the scheme; certified copy awaited by the company.