Asian Energy Services Limited has received the certified true copy of the final order from the National Company Law Tribunal (NCLT), Mumbai Bench, sanctioning the scheme of merger by absorption of Oilmax Energy Private Limited. The order, pronounced on September 29, 2026, was received on October 15, 2026.

The merger consolidates the holding company, Oilmax Energy Private Limited, with its listed subsidiary. Both entities operate in the energy and minerals sector, with Oilmax focusing on exploration and production and Asian Energy Services providing upstream services.

Key Terms of the Merger

The NCLT order approves the scheme under Sections 230 to 232 of the Companies Act, 2013. Upon effectiveness, Oilmax Energy Private Limited will stand dissolved without winding up. All assets, liabilities, rights, and obligations of Oilmax will vest in Asian Energy Services.

Regulatory Conditions and Objections

The implementation of the scheme remains conditional upon obtaining necessary approvals from governmental authorities, specifically the Ministry of Petroleum and Natural Gas (MoPNG). As of the order date, this approval had not been received. The tribunal noted that the scheme explicitly provides for this conditionality.

Assam Company India Limited (ACIL) raised objections regarding its joint venture with Oilmax in the Amguri Block. ACIL contended that the merger could obscure inter-company transactions and that prior consent was required for the transfer of participating interests. The NCLT clarified that all claims, disputes, and rights of ACIL against either company shall subsist and remain enforceable against Asian Energy Services as the successor entity. Additionally, Asian Energy Services is directed to preserve all books of account pertaining to transactions between Oilmax and itself for eight years from the effective date.

What the Numbers Show

The share exchange ratio of 117 fully paid-up equity shares of Asian Energy Services for every 10 shares of Oilmax reflects a significant valuation premium or consolidation strategy. Given that Oilmax holds a majority stake in Asian Energy Services, the cancellation of inter-company holdings upon merger will simplify the group structure. The ratio implies a specific valuation alignment between the asset-heavy exploration arm (Oilmax) and the service-oriented listed entity (Asian Energy Services), aiming to create a vertically integrated energy player with both upstream assets and service capabilities.

Asian Energy Services Limited announced that the National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned the scheme of merger by absorption of Oilmax Energy Private Limited on September 29, 2026.

The order, pronounced by the Hon'ble Tribunal, approves the consolidation of the two entities under Sections 230 to 232 of the Companies Act, 2013. The merger aims to create a unified entity with a diversified portfolio of oil and gas assets and end-to-end upstream services.

Scheme Structure and Consideration

The scheme provides for the issuance of shares by the transferee company to the shareholders of the transferor company. The specific share exchange ratio determined in the scheme is as follows:

Operational Synergies and Rationale

The tribunal noted that both companies operate in the energy and minerals sector. Oilmax focuses on exploration, development, and production of oil and gas assets, holding participating interests in five blocks including one Coal Bed Methane block. Asian Energy Services provides end-to-end services across the upstream value chain, including geophysical data acquisition, production facility engineering, and operation and maintenance.

The merger is intended to synergize complementary strengths, combining Oilmax's reservoir management and geological expertise with Asian Energy Services' operational track record. The combined entity seeks to leverage a larger asset base, improve capital allocation efficiency, and reduce general administrative costs through centralized management.

Regulatory Conditions and Outstanding Approvals

While the NCLT has sanctioned the scheme, its effectiveness is contingent upon obtaining approval from the Ministry of Petroleum and Natural Gas (MoPNG). As of the order date, this requisite approval had not yet been received. The scheme explicitly states that it shall not become effective unless such governmental approval is in place.

Additionally, the tribunal addressed objections raised by Assam Company India Limited regarding joint venture agreements in the Amguri Block. The tribunal clarified that all claims and disputes arising under existing transaction documents remain unaffected and enforceable against the merged entity. Asian Energy Services is directed to preserve all books of account pertaining to transactions between the two companies for eight years from the effective date.

What the Numbers Show

The merger consolidates an asset-heavy exploration and production business with a service-oriented operational firm. By absorbing Oilmax, which holds proven reserves and participating interests in five blocks, Asian Energy Services transitions from a pure-play service provider to an integrated player with direct exposure to resource ownership. This structural shift is designed to provide long-term revenue visibility through the transferor's assets while maintaining the cash flow stability typically associated with service contracts.