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.

Mercantile Ventures Limited has fixed July 24, 2026 as the record date to determine shareholders eligible to receive equity shares following its amalgamation with India Radiators Limited. The National Company Law Tribunal (NCLT), Chennai, sanctioned the scheme of amalgamation on July 8, 2026. The merger aims to reduce administrative costs, eliminate duplication of work, and achieve synergies through a centralized structure to enhance overall business efficiency.

Under the sanctioned scheme, shareholders of India Radiators will receive 10 fully paid-up equity shares of ₹10 each in Mercantile Ventures for every 36 fully paid-up equity shares of ₹10 each held in the transferor company. The appointed date for the amalgamation is January 1, 2025. The scheme will become effective from the date the certified copy of the sanction order is filed with the Registrar of Companies, Chennai.

The Board of Directors of Mercantile Ventures approved the receipt of the certified copy of the NCLT order via a circular resolution passed on July 13, 2026. The amalgamation will be accounted for using the pooling of interest method as per Ind AS 103. All assets, liabilities, and undertakings of India Radiators will transfer to Mercantile Ventures without further act or deed upon the scheme becoming effective.

Key Scheme Details

The tribunal's approval followed necessary regulatory compliances, including meetings convened for equity shareholders and unsecured creditors of the transferee company. Meetings for preference shareholders and unsecured creditors of the transferor company were dispensed with. The effective date of the scheme will be communicated to the stock exchanges for public dissemination upon completion of the filing with the Registrar of Companies.