Mercantile Ventures Limited Files Second Motion Petition with NCLT Chennai for Amalgamation Scheme

Mercantile Ventures Limited has filed a Second Motion Petition with the National Company Law Tribunal (NCLT) Chennai Bench as part of its ongoing amalgamation process with India Radiators Limited. The filing represents a crucial procedural step in the proposed corporate restructuring under the Companies Act, 2013.

Amalgamation Scheme Details

The proposed transaction involves the amalgamation of India Radiators Limited, acting as the Transferor Company, with Mercantile Ventures Limited, serving as the Transferee Company. The scheme encompasses both shareholders and creditors of the respective entities and operates under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, along with rules made thereunder.

Parameter:	Details
Transferor Company:	India Radiators Limited
Transferee Company:	Mercantile Ventures Limited
Legal Framework:	Sections 230-232, Companies Act 2013
Tribunal:	NCLT Chennai Bench
Filing Status:	Second Motion Petition
Scrip Code:	538942

Official Filing Communication

The company formally communicated the Second Motion Petition filing to BSE Limited through an official disclosure dated March 23, 2026. The communication was signed by E N Rangaswami, Whole-time Director (DIN: 06463753), confirming the procedural advancement in the amalgamation process.

Regulatory Compliance and Disclosure Timeline

Mercantile Ventures Limited has maintained consistent regulatory compliance throughout the amalgamation process. The company has made multiple disclosures under Regulation 30 of the SEBI Listing Regulations, demonstrating transparency in its corporate restructuring activities.

The disclosure timeline includes communications dated:

April 08, 2025
October 15, 2025
December 05, 2025
February 5, 2026
February 10, 2026
March 13, 2026
March 17, 2026
March 23, 2026

Current Development

The Second Motion Petition filing with the NCLT Chennai Bench marks a significant procedural advancement in the amalgamation process. This step follows the established legal framework for corporate amalgamations and positions the scheme for tribunal consideration and approval.

The company has formally notified BSE Limited about this development, ensuring all stakeholders remain informed about the progress of the proposed amalgamation scheme. The filing demonstrates the company's commitment to completing the regulatory requirements necessary for the successful implementation of the corporate restructuring initiative.

India Radiators Limited has successfully completed the voting process for its scheme of amalgamation with Mercantile Ventures Limited, with shareholders delivering unanimous approval through the NCLT-convened meeting held on March 13, 2026.

Voting Results and Shareholder Approval

The scrutinizer's report dated March 16, 2026, confirmed that all 35 equity shareholders who participated in the voting process approved the amalgamation scheme. The voting was conducted through remote e-voting facility provided by Central Depository Services (India) Limited (CDSL).

Voting Parameter:	Details
Total Shareholders Voted:	35
Shares Voted in Favor:	4,24,214
Approval Percentage:	100%
Shares Voted Against:	0
Invalid Votes:	0

Public Shareholder Participation

In compliance with SEBI Master Circular requirements, the voting results were segregated between promoter group and public shareholders. The public shareholders, excluding promoter group holdings, demonstrated strong support for the amalgamation.

Public Voting Details:	Results
Public Shareholders Voted:	34
Public Shares in Favor:	75,592
Public Approval Rate:	100%
Public Shares Against:	0

Meeting Proceedings and Regulatory Framework

The shareholders meeting was convened pursuant to an order dated February 02, 2026, passed by the Hon'ble National Company Law Tribunal, Chennai Bench. The proceedings were conducted under sections 230 to 232 of the Companies Act, 2013, with Ms. A.U. Maithereyi serving as the NCLT-appointed scrutinizer.

Meeting Details:	Information
Date:	March 13, 2026
Duration:	10:00 A.M. to 10:08 A.M. (IST)
Mode:	Video Conferencing
Chairperson:	Mr. K. Gaurav Kumar (NCLT-appointed)
Record Date:	March 06, 2026

Voting Timeline and Process

India Radiators Limited facilitated comprehensive voting arrangements for its equity shareholders through multiple channels. The company offered remote e-voting services through CDSL platform, enabling shareholders to cast their votes electronically before the meeting.

Voting Schedule:	Timeline
Remote E-voting Start:	March 10, 2026 at 09:00 A.M. (IST)
Remote E-voting End:	March 12, 2026 at 05:00 P.M. (IST)
Meeting E-voting Duration:	15 minutes post-meeting
Total Shareholders on Record:	4,515

Regulatory Compliance and Next Steps

The voting results have been submitted to BSE Limited under Regulation 44 of SEBI (LODR) Regulations, 2015. The unanimous approval satisfies the statutory requirements under Section 230-232 of the Companies Act, 2013, which mandates majority approval representing three-fourth in value of equity shareholders.

The company referenced previous disclosures dated April 08, 2025, October 15, 2025, December 05, 2025, February 5, 2026, February 10, 2026, and March 13, 2026, regarding the amalgamation scheme progression. With shareholder approval secured, the scheme now awaits final NCLT sanction to complete the amalgamation process between India Radiators Limited (transferor company) and Mercantile Ventures Limited (transferee company).