NCLT Sanctions Merger of Parent Oilmax Energy with the Company; 117:10 Share Swap
The NCLT Mumbai Bench pronounced its order on September 29, 2026 sanctioning the merger by absorption of Oilmax Energy Private Limited (the holding company) into Asian Energy Services Limited.
- Share Exchange Ratio
- 117 fully paid-up equity shares of Rs. 10/- each of AESL for every 10 fully paid-up equity shares of Rs. 10/- each of Oilmax Energy
- NCLT Order Date
- September 29, 2026
- Merger Structure
- Merger by absorption of Oilmax Energy Private Limited (holding company) into Asian Energy Services Limited
- Assets Acquired
- 5 oil & gas blocks (including one CBM block) plus a quartzite block
- Accounting Method
- Pooling of Interests Method under Ind AS 103
What happened
The National Company Law Tribunal, Mumbai Bench-I pronounced its order on 29.09.2026 sanctioning the Scheme of Merger by Absorption of Oilmax Energy Private Limited (Transferor) with Asian Energy Services Limited (Transferee) and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013. The certified copy of the order is awaited; on receipt, the company said it will take the necessary and consequential steps to give effect to the Scheme.
Share exchange ratio
- 117 fully paid-up equity shares of Rs. 10/- each of Asian Energy to be issued for every 10 fully paid-up equity shares of Rs. 10/- each of Oilmax Energy.
- A fairness opinion on the share exchange ratio was issued by Sundae Capital Advisors Private Limited, a Category I Merchant Banker, dated 06.09.2025.
Who is merging into whom
Oilmax Energy is the holding company of Asian Energy Services. Oilmax is engaged in exploration, development and production of oil and gas assets, with participating interests in five (5) oil and gas blocks including one Coal Bed Methane block, and has acquired a quartzite block in India; through a subsidiary it has also entered advanced agriculture. Asian Energy is an oil and gas services provider across the upstream value chain — geophysical data acquisition, production facility engineering and EPC/BOOT construction, integrated field development, enhanced oil recovery O&M, material handling, exploration and allied services.
Stated rationale
- Combining an asset owner (proven oil, gas and mineral resources) with a services provider under one listed entity.
- Better leverage of combined assets, capital base and technical capabilities.
- Cost synergies, removal of duplicate functions and lower compliance costs.
- Larger net worth and asset base, intended to improve borrowing capability.
- A simplified shareholding and group structure.
Process and approvals
- Boards of both companies approved the Scheme on 06.09.2025.
- Documents were submitted to BSE and NSE on September 12, 2025.
- BSE issued its observation letter on March 02, 2026 with no adverse observations; NSE conveyed its "No objection" on March 05, 2026 under Regulation 37.
- The Regional Director, Western Region-1, Mumbai shared a report dated 24.07.2026 with observations, to which the companies replied by affidavit dated 29.07.2026 with clarifications and undertakings.
- Statutory auditors of both companies opined that the accounting treatment conforms to the Pooling of Interests Method under Appendix C to Ind AS 103 (common control business combinations).
- The Appointed Date is the 1st day of the month in which the Effective Date occurs, or such other date as the adjudicating body may direct.
What investors may note
The order marks the judicial approval stage of the merger. The Scheme takes effect only once the certified copy is received and the consequential steps, including allotment of shares to Oilmax shareholders on the Record Date, are completed. Because new shares will be issued as consideration, the shareholding pattern of the listed entity will change once allotment occurs. Upon effectiveness, Oilmax Energy is to be dissolved without winding up.
More numbers
- Shares of AESL issued per swap117 (One hundred and seventeen) fully paid-up Equity Shares of Rs. 10/- each
- Shares of Oilmax per swap10 (Ten) fully paid-up Equity Shares of Rs. 10/- each
- Face value per equity shareRs. 10/-
- Oil and gas blocks held by Transferor Companyfive (5) oil and gas blocks
- CBM blocks includedone Coal Bed Methane (CBM) block
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