Mercantile Ventures Limited (MVL) has achieved a significant milestone in its proposed amalgamation with India Radiators Limited (IRL). The company received a 'No Adverse Observation' letter from BSE Limited, paving the way for the next steps in the merger process.

Key Details of the Amalgamation Scheme

SEBI's Conditions for the Amalgamation

The Securities and Exchange Board of India (SEBI) has outlined 12 specific conditions that must be met for the amalgamation to proceed. Some of the key conditions include:

1. Disclosure of ongoing legal proceedings
2. Ensuring financial data is not more than 6 months old
3. Issuing new shares only in demat form
4. Providing detailed asset-liability information to shareholders

Timeline and Next Steps

• Validity of BSE Observation: Six months from the date of issuance (October 14, 2025)
• Next Step: Submission of the scheme to the National Company Law Tribunal (NCLT) within the validity period

Additional Disclosures Required

MVL must provide shareholders with comprehensive information in the explanatory statement, including:

• Pre and post-scheme details of assets, liabilities, net worth, and revenue
• Impact of the scheme on the Transferee Company's revenue-generating capacity
• Rationale and synergies expected from the amalgamation
• Cost-benefit analysis of the scheme
• Valuation of assets and liabilities being transferred

Importance of Compliance

BSE has emphasized that the 'No Adverse Observation' is subject to MVL's compliance with all applicable regulations. The exchange reserves the right to withdraw its observation if any information is found to be incomplete, incorrect, or misleading.

This amalgamation represents a significant corporate action for Mercantile Ventures Limited and India Radiators Limited. Shareholders and potential investors should closely monitor further developments and disclosures as the companies move forward with the merger process.

Mercantile Ventures has announced a significant change in its promoter group shareholding structure following a National Company Law Tribunal (NCLT) approved amalgamation. Trinity Auto Points Ltd, a promoter group entity, has increased its direct equity stake in the company from 18.72% to 31.58%.

Shareholding Restructuring

The increase in Trinity Auto Points' shareholding is a result of its merger with Golden Star Assets Consultants Pvt Ltd, another entity within Mercantile Ventures' promoter group. Prior to the amalgamation:

Post-amalgamation, Trinity Auto Points now holds a total of 3,53,52,000 shares, representing a 31.58% stake in Mercantile Ventures.

NCLT Approval and Effective Date

The amalgamation was sanctioned by the National Company Law Tribunal on July 24, under Sections 230 to 232 of the Companies Act, 2013. The scheme became effective on August 19, as per the company's disclosure.

Impact on Overall Promoter Holding

It's important to note that this internal restructuring does not alter the overall shareholding of the promoter and promoter group in Mercantile Ventures. The change merely represents a consolidation of shares under Trinity Auto Points Ltd.

Company Communication

E N Rangaswami, Whole-time Director of Mercantile Ventures Limited, communicated this development to the BSE Limited on August 26, in compliance with Regulation 30 of SEBI LODR regulations 2015.

Upcoming Annual General Meeting

In related news, Mercantile Ventures has scheduled its 24th Annual General Meeting (AGM) for September 25, at 3:00 PM IST. The meeting will be conducted through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Key dates for shareholders include:

• Cut-off date for voting eligibility: September 18
• Remote e-voting period: September 22 (9:00 AM IST) to September 24 (5:00 PM IST)
• Closure of Register of Members and Share Transfer Books: September 19-25 (both days inclusive)

Shareholders are advised to take note of these dates for participation in the upcoming AGM.