IRM Energy Limited has notified the stock exchanges of a court-directed meeting of its unsecured creditors, scheduled for Saturday, September 12, 2026, at 12:30 p.m. (IST), 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 disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was filed with the exchanges on August 10, 2026.

Background of the Amalgamation Scheme

The proposed amalgamation has been filed under Company Scheme Application No. CA(CAA)/31 (AHM)/2026 before the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The NCLT, by way of its orders dated August 7, 2026 and July 27, 2026, directed IRM Energy to convene the meeting of its unsecured creditors to seek approval for the scheme.

Enertech Distribution Management Private Limited is engaged in the business of distribution, trading, and advisory services related to natural gas, LNG, CNG, fuel, energy, and power infrastructure. The Transferor Company holds 21.12% of the total equity share capital of IRM Energy Limited. IRM Energy, the Transferee Company, is engaged in laying, building, operating, and expanding city or local natural gas distribution networks, supplying Compressed Natural Gas (CNG) and Piped Natural Gas (PNG) to industrial, commercial, domestic, and automobile customers.

Key Meeting and Voting Details

The following table summarises the key parameters of the creditors' meeting and the associated e-voting process:

The notice and explanatory statement are hosted on the company's website at www.irmenergy.com . Unsecured creditors whose email addresses are registered as on Sunday, May 31, 2026 will receive the notice electronically. Those who have not updated their email addresses are requested to do so with their respective depository participants or Registrar and Transfer Agent.

Salient Features of the Scheme

The scheme provides for the amalgamation of the Transferor Company with IRM Energy and the subsequent dissolution of the Transferor Company without winding up. Key features of the scheme include:

• The Appointed Date means the Effective Date or such other date as may be decided by the Boards of the parties.
• The Effective Date is the date on which the last of the conditions specified in Clause 21 (Conditions Precedent) of the scheme are complied with.
• Upon the scheme coming into effect, IRM Energy shall issue and allot 667 (Six Hundred Sixty-Seven) fully paid-up equity shares of INR 10 each for every 800 (Eight Hundred) equity shares of the Transferor Company of INR 10 each fully paid up, on a proportionate basis.
• The number of equity shares to be issued to shareholders of the Transferor Company will be the same as the number of equity shares held by the Transferor Company in IRM Energy as on the Effective Date.
• The scheme is subject to receipt of approvals from statutory, regulatory, and customary authorities, including BSE Limited, the National Stock Exchange of India Limited, the jurisdictional NCLT, and the shareholders and creditors of the companies involved.

Pre- and Post-Amalgamation Financial Position

The following table presents the pre- and post-amalgamation financial position of both companies as disclosed in the scheme documents:

Capital Structure and Shareholding

The pre- and post-scheme capital structure of IRM Energy remains unchanged in terms of the number of shares outstanding. The following table presents the shareholding pattern of IRM Energy:

The authorized share capital of IRM Energy post-amalgamation will comprise 6,20,00,000 equity shares of INR 10 each and 4,00,00,000 preference shares of INR 10 each, totalling INR 102,00,00,000. The issued, subscribed, and paid-up share capital will remain at 4,10,59,677 equity shares of INR 10 each fully paid up, amounting to INR 41,05,96,770.

Valuation and Fairness Opinion

The share exchange ratio for the scheme was determined by GT Valuation Advisors Private Limited (Registration No. IBBI/RV-E/05/2020/134), a Registered Valuer, vide a Valuation Report dated November 12, 2025. A Fairness Opinion on the share exchange ratio was also issued on November 12, 2025 by Saffron Capital Advisors Private Limited, an independent SEBI-registered Merchant Banker (SEBI Registration No. INM000011211), confirming that the share entitlement ratio as recommended by the valuer is fair. The net worth of IRM Energy post-amalgamation is stated at INR 961.13 crore, compared to INR 959.86 crore pre-amalgamation. The notice, along with the explanatory statement and all annexures, has been filed with the exchanges and is available on the company's website.

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