IRM Energy-Enertech merger wins 99.99% vote in 2026

Key approvals clear a major regulatory step

IRM Energy Limited has secured equity shareholder and unsecured creditor approval for its proposed amalgamation with Enertech Distribution Management Private Limited. The court-convened meetings were held on September 12, 2026, under directions of the National Company Law Tribunal (NCLT), Ahmedabad Bench. Voting took place through video conferencing and other audio-visual means, alongside remote e-voting. The approvals were sought under Sections 230 to 232 of the Companies Act, 2013. With both stakeholder groups backing the scheme, the transaction crosses an important procedural milestone before the final NCLT sanction.

How the NCLT process was structured

The NCLT Ahmedabad bench, through orders dated July 27, 2026 and August 7, 2026, directed IRM Energy to convene separate meetings of equity shareholders and unsecured creditors. The tribunal also dispensed with meetings of Enertech’s equity shareholders and its sole unsecured creditor after recording consent affidavits. It further dispensed with a meeting of IRM Energy’s secured creditors, noting that secured creditors representing 95.33% of the outstanding secured debt had provided consent affidavits. Former NCLT member Sanjiv Dutt was appointed chairperson for the meetings, and CA Sehmil Devdiwala was appointed as scrutinizer. The stated purpose of these meetings was to obtain the required stakeholder approvals for the scheme.

Equity shareholders vote: 99.99% support

Equity shareholders voted overwhelmingly in favour of the amalgamation scheme. On the record date of September 5, 2026, shareholders held a total of 41,059,677 shares. Votes were polled for 31,706,913 shares, which translated into a participation rate of 77.22%. Of the votes polled, 31,706,618 were cast in favour and 295 were cast against, implying 99.99% support by shares voted.

The promoter group cast all its votes in favour of the resolution. The promoter group’s voting block was disclosed as 20.8 million shares, and all were voted in support. Among public non-institutional shareholders, support was also stated at 99.99%, with only 295 votes against the resolution.

Unsecured creditors vote: unanimous approval

Unsecured creditors also approved the scheme unanimously. A total of 36 unsecured creditors participated in the voting process. The value of votes cast in favour amounted to ₹117.65 crore, representing 100% of valid votes polled. No votes were recorded against the resolution. This unanimous vote removes a key uncertainty often associated with scheme approvals, especially where creditor classes need to approve by value.

Meeting mechanics, cut-offs, and e-voting window

IRM Energy had set different eligibility cut-off dates for the two meetings. For equity shareholders, the cut-off date was September 5, 2026. For unsecured creditors, the cut-off date was May 31, 2026. Remote e-voting was available from September 9, 2026 at 9:00 a.m. (IST) to September 11, 2026 at 5:00 p.m. (IST). The equity shareholder meeting was scheduled for September 12, 2026 at 10:30 a.m. (IST), and the unsecured creditor meeting for September 12, 2026 at 12:30 p.m. (IST). Both meetings were conducted via VC/OAVM.

What the scheme proposes: share swap and dissolution

The scheme involves the amalgamation of Enertech Distribution Management Private Limited (transferor company) with IRM Energy Limited (transferee company). Upon receipt of the requisite approvals and subsequent sanction by the NCLT, Enertech is to be dissolved without winding up. The scheme’s core consideration mechanism is a share exchange ratio. IRM Energy will issue 667 fully paid-up equity shares of face value ₹10 each for every 800 equity shares of face value ₹10 each held in Enertech.

The amalgamation is positioned as a consolidation of Enertech’s operations in natural gas, LNG, CNG, fuel, and power infrastructure advisory services with IRM Energy’s city gas distribution (CGD) operations, which supply piped natural gas (PNG) and compressed natural gas (CNG).

Capital structure and net worth projections cited

As part of scheme disclosures, IRM Energy stated that the issued, subscribed, and paid-up share capital would remain unchanged at 4,10,59,677 equity shares of ₹10 each, amounting to ₹41.059677 crore. Post-amalgamation, the authorised share capital of IRM Energy is described as 6,20,00,000 equity shares of ₹10 each and 4,00,00,000 preference shares of ₹10 each, totalling ₹102.00 crore.

The company also disclosed that post-amalgamation net worth is projected to rise slightly to ₹961.13 crore from ₹959.86 crore. It further stated there would be no change in the promoter’s 50.74% stake.

Regulatory pathway: what remains after the vote

CA Sehmil Devdiwala, acting as scrutinizer, confirmed that the shareholder resolution was passed in excess of the requisite majority and that creditors approved unanimously. The next step flagged by the company is submission of the voting results to the NCLT for final sanction of the amalgamation scheme.

The scheme is filed under Company Scheme Application No. CA(CAA)/31(AHM)/2026 before the NCLT, Ahmedabad Bench. Beyond NCLT sanction, the scheme also requires approvals from BSE Limited, the National Stock Exchange of India Limited, and other statutory authorities, as disclosed. The effective date will be determined once conditions precedent, including regulatory approvals, are fulfilled.

Other corporate actions on the calendar

Separately, IRM Energy has scheduled its 11th Annual General Meeting (AGM) for Tuesday, September 29, 2026 at 5:00 pm via video conference. The board of directors has recommended a final dividend of ₹1.50 per equity share of face value ₹10 for the financial year ended March 31, 2026.

Key facts snapshot

Why this matters for stakeholders

For IRM Energy, the approvals indicate broad stakeholder alignment on the proposed consolidation. For shareholders, the vote closes a key procedural requirement under the Companies Act framework for schemes of arrangement. For creditors, the unanimous vote by value reduces the risk of scheme delays at the class-approval stage.

The next decision point lies with the NCLT, which will consider the filings and voting results for final sanction. The company has stated that the effective date will be determined after all conditions precedent are met, including approvals from exchanges and statutory authorities.