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.

Asian Energy Services Limited confirmed that all three ordinary resolutions at its 33rd Annual General Meeting, held on September 24, 2026, passed with requisite majority, with voting results and the scrutinizer's report disclosed on September 25, 2026.

The meeting was chaired by N. M. Borah, Chairman of the Company, Audit Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee. Key Board members present included Kapil Garg (Managing Director), Anil Kumar Jha (Independent Director), Rabi Bastia (Non-executive Director), Aman Garg (Non-executive Director), and Parikshit Datta (Non-executive Director). The Statutory Auditors issued an unmodified opinion on both standalone and consolidated results for the period ended March 31, 2026.

AGM agenda and resolutions

Shareholders considered three ordinary business items. The following resolutions were put to vote via remote e-voting and e-voting at the AGM:

Remote e-voting was open from September 21, 2026, at 9:00 am to September 23, 2026, at 5:00 pm. Members who had not voted earlier were permitted to cast their votes during the meeting through the e-voting facility provided by National Securities Depository Limited (NSDL).

Voting results and shareholder participation

As on the cut-off date of September 17, 2026, the total number of shareholders on record stood at 27,420. The combined voting data across all three resolutions was identical, reflecting uniform shareholder participation. The table below presents the consolidated voting outcome for each resolution:

Of the total 27,464,736 votes polled, 27,464,716 were cast in favour and 20 against, representing 99.9999% and 0.0001% of votes polled respectively. No invalid votes were recorded for any of the three resolutions. A total of 55 members attended the meeting through video conferencing or other audio visual means, comprising 2 from the Promoter and Promoter Group and 53 from the public category.

Scrutinizer's report and compliance

Hemanshu Kapadia, Proprietor of M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, Mumbai, was appointed as Scrutinizer by the Board of Directors to oversee the e-voting process. The Scrutinizer submitted a combined report covering both remote e-voting and e-voting at the AGM, confirming that the process was conducted in accordance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard-2 on General Meetings, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting results and scrutinizer's report have been made available on the company's website and on the NSDL e-voting portal.

Strategic updates and governance

In his opening address at the AGM, the Chairman highlighted the company's strong financial performance and strategic diversification. Key corporate developments noted included the successful acquisition of Kuiper Group and the proposed merger with parent company Oilmax Energy Private Limited. The Chairman reaffirmed the company's commitment to sustainable growth and long-term stakeholder value creation.