IRM Energy Limited has scheduled separate meetings of its equity shareholders and unsecured creditors for Saturday, September 12, 2026, to consider and approve the proposed Scheme of Amalgamation of Enertech Distribution Management Private Limited (the "Transferor Company") with IRM Energy Limited (the "Transferee Company"). The meetings, directed by the National Company Law Tribunal (NCLT), Ahmedabad Bench, are critical steps in consolidating Enertech’s natural gas distribution business into IRM Energy’s existing infrastructure. The disclosure was made pursuant to Regulation 30 and Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with newspaper advertisements published on August 11, 2026.

Meeting Schedule and Voting Details

The NCLT, through orders dated July 27, 2026, and August 7, 2026, directed the convening of these meetings. Sanjiv Dutt, a former member of the NCLT, has been appointed as the Chairperson for both meetings. CA Sehmil Devdwala has been appointed as the Scrutinizer to oversee the e-voting process. Both meetings will be held via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Physical attendance is not permitted, and proxy appointments are unavailable.

Equity shareholders must be registered as of September 05, 2026, while unsecured creditors are reckoned as of May 31, 2026. Notices were sent electronically to those with registered email addresses on these respective cut-off dates. Results will be declared within two working days of the meeting conclusion.

Scheme Mechanics and Share Exchange Ratio

The amalgamation aims to integrate Enertech’s operations in natural gas, LNG, CNG, fuel, and power infrastructure advisory services with IRM Energy’s city gas distribution network. Upon approval by the requisite majority of shareholders and creditors, and subsequent sanction by the NCLT, Enertech will be dissolved without winding up.

The core financial mechanism of the scheme is the share exchange ratio. IRM Energy will issue 667 fully paid-up equity shares of ₹10 each for every 800 equity shares of ₹10 each held in Enertech. This ratio was determined by GT Valuation Advisors Private Limited in a report dated November 12, 2025, and validated by a Fairness Opinion from Saffron Capital Advisors Private Limited on the same date. Notably, Enertech currently holds 21.12% of IRM Energy’s total equity share capital. The number of shares issued to Enertech’s shareholders will match the number of shares Enertech holds in IRM Energy as of the Effective Date.

Financial Impact and Capital Structure

The scheme is designed to have a minimal impact on IRM Energy’s overall capital structure and net worth. The following table outlines the pre- and post-amalgamation financial position:

The post-amalgamation authorized share capital of IRM Energy will comprise 6,20,00,000 equity shares of ₹10 each and 4,00,00,000 preference shares of ₹10 each, totaling ₹102,00,00,000. The issued, subscribed, and paid-up capital will remain unchanged at 4,10,59,677 equity shares of ₹10 each, amounting to ₹41,05,96,770. The promoter holding remains at 50.74%, with public holding at 49.26%, indicating no dilution in the existing ownership structure relative to the total outstanding shares.

Regulatory Approvals and Next Steps

The scheme is filed under Company Scheme Application No. CA(CAA)/31(AHM)/2026 before the NCLT, Ahmedabad Bench, under Sections 230 to 232 of the Companies Act, 2013. Beyond the shareholder and creditor approvals, the scheme requires sanctions from the BSE Limited, the National Stock Exchange of India Limited, and other statutory authorities. The Effective Date will be determined once all conditions precedent, including these regulatory approvals, are fulfilled.

IRM Energy reported a standalone profit after tax (PAT) of ₹34.32 crore for the quarter ended June 30, 2026, marking a 140% year-on-year increase from ₹14.28 crore in Q1FY26. This significant profit growth was driven by a 24% rise in revenue from operations to ₹325.85 crore and a substantial expansion in EBITDA margin, which widened by 913 basis points to 18.96%. The strong financial performance underscores improved operational efficiency and pricing power despite global supply volatility. The Board of Directors recommended a dividend of ₹1.50 per fully paid equity share, subject to shareholder approval at the Annual General Meeting scheduled for September 29, 2026.

The financial results were announced on August 06, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In compliance with Regulation 47 of the same regulations, the company published its unaudited financial results in "The Financial Express" (English and Gujarati editions) on August 08, 2026. The publication included a Quick Response (QR) code for accessing the detailed results. Consolidated net profit stood at ₹338.09 million, up 143% YoY, with consolidated EBITDA rising 97% to ₹670.52 million.

Financial Performance

Standalone EBITDA (excluding other income) more than doubled to ₹61.77 crore from ₹25.80 crore in the corresponding quarter of the previous year. The EBITDA per standard cubic meter (SCM) rose to ₹11.38 from ₹6.22, reflecting higher realization rates. Total income grew 22.58% YoY to ₹360.03 crore. The company maintained a net-debt-free balance sheet as of June 30, 2026, with cash and bank balances of ₹254 crore against total debt of ₹49 crore.

Operational Highlights

IRM Energy expanded its infrastructure significantly during the quarter, undertaking capital expenditure of ₹67 crore, bringing total capex to date to ₹1,090 crore. The network now comprises 6,985 inch-km of steel pipeline and 3,287 km of MDPE pipeline. The company operates 153 CNG stations with 564 dispensing points, representing a 37% year-on-year growth in station count. Customer additions were robust, with PNG Domestic customers rising 13% YoY to 86,590 and PNG Commercial customers increasing 36% YoY to 589. The promoter group increased its stake by 0.67%, signaling confidence in the company's long-term growth trajectory.

What the Numbers Show

The divergence between industrial and commercial/transport fuel demand highlights a structural shift in IRM Energy's revenue mix. While industrial consumption is constrained by regulatory supply limits (capped at 80% of past averages), the rapid adoption of CNG and commercial PNG has allowed the company to nearly double its EBITDA contribution. The expansion of EBITDA margin by over 900 basis points indicates that the company is successfully leveraging scale and operational discipline to mitigate input cost fluctuations. Investors should note that while the balance sheet remains debt-free, outstanding receivables from associates Farm Gas Private Limited and Venuka Polymers Private Limited remain a point of focus, though management asserts recoverability.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE07U701015/90acfaab-9155-46fa-83f7-4a2492fcef4e.pdf