Mercantile Ventures Limited has confirmed that its scheme of amalgamation with India Radiators Limited became effective on July 23, 2026. The merger was sanctioned by the Hon'ble National Company Law Tribunal, Division Bench (Court– I) Chennai, on July 08, 2026. Mercantile Ventures filed Form INC-28 with the Registrar of Companies, Chennai, on the effective date, triggering the legal consolidation of the two entities. This structural change dissolves India Radiators Limited without winding up, integrating its operations into the transferee company.

The effectiveness of the scheme alters the capital structure of Mercantile Ventures Limited. Pursuant to Clause 9 of the Scheme, the authorized share capital increased from ₹13,009 Lakhs to ₹15,109 Lakhs. The new capital structure comprises 11,60,90,000 Equity Shares of ₹10/- each and 3,50,00,000 Preference Shares of ₹10/- each. This increase reflects the absorption of India Radiators' equity into the transferee company's balance sheet.

Capital Structure Changes

The Memorandum of Association of Mercantile Ventures Limited was amended automatically upon the scheme's effectiveness. Clause V was replaced to reflect the new authorized share capital of ₹151,09,00,000/- (Rupees One Hundred and Fifty One Crores Nine lakhs Only). No further act, instrument, or deed is required for this alteration.

Corporate Dissolution

Upon the effective date, India Radiators Limited stands dissolved without winding up. The Board of Directors and any committees of the Transferor Company are also dissolved without any further act. This procedural step finalizes the legal existence of India Radiators as a separate entity, consolidating all assets, liabilities, and operations under Mercantile Ventures Limited.

What the Numbers Show

The amalgamation results in a significant increase in preference share capital, rising from 1,50,00,000 to 3,50,00,000 shares, while equity shares saw a marginal increase of 1,00,000 shares. This disparity suggests that India Radiators Limited held a substantial portion of preference shares relative to equity shares at the time of merger, or that the merger consideration involved a heavy weighting towards preference instruments. The total authorized capital increase of ₹2,100 Lakhs indicates a modest expansion in the transferee's capital base, primarily driven by the preference share component.

The National Company Law Tribunal (NCLT), Chennai Bench, has sanctioned the scheme of amalgamation between Walery Security Management Limited and i3 Security Private Limited, both subsidiaries of Mercantile Ventures Limited . The order, pronounced on July 13, 2026, approves the internal restructuring to consolidate the security services business under a single entity, enhancing operational efficiency and resource utilization. The amalgamation is effective from the Appointed Date of January 1, 2024, subject to the filing of the certified copy of the order with the Registrar of Companies (RoC).

The scheme entails the transfer of all assets, liabilities, and engagements of Walery Security Management Limited, the transferor company, to i3 Security Private Limited, the transferee company. Upon the scheme becoming effective, the transferor company will be dissolved without winding up. The transaction does not involve any change in the shareholding pattern of Mercantile Ventures Limited, and no consideration is payable by the listed entity.

Share Exchange Ratio and Valuation

The share exchange ratio for the amalgamation has been fixed at 5 equity shares of Rs. 10 each fully paid-up in i3 Security Private Limited for every 2 equity shares of Rs. 10 each held in Walery Security Management Limited. The number of shares allotted will be rounded off to the higher number. Shareholders holding less than 100 shares on the record date are entitled to seek cash payment of Rs. 56 per share instead of receiving equity shares.

Financial and Operational Details

For the financial year 2025-26, the transferor company reported a turnover of Nil, while the transferee company recorded a turnover of Rs. 5087.67 lakhs. Both entities are engaged in providing security and guarding services, facility management, hospitality solutions, and manpower outsourcing services. The amalgamation is driven by the rationale to integrate management structures, pool resources, and achieve cost savings through the elimination of duplicate administrative functions.

Statutory Approvals and Compliance

The scheme received necessary approvals from statutory authorities, including the Regional Director, Southern Region, and the Income Tax Department, which raised no objection subject to specific conditions. The Official Liquidator also reviewed the scheme, and the petitioners addressed queries regarding financial statements, the record date, and employee protections. The Tribunal directed that the transferee company file a revised Memorandum of Association with the RoC and ensure that all employees of the transferor company become employees of the transferee company without any break in service.