Mobavenue AI Tech merger plan keeps shareholding unchanged

Mobavenue AI Tech Limited is seeking shareholder approval to merge Mobavenue Media Private Limited into itself from the appointed date of April 1, 2026, with no share issue and no change to its 7,72,97,790 equity shares. Both companies’ boards approved the Section 233 merger scheme on September 15, 2026.

Why is Mobavenue AI Tech merging Mobavenue Media?

Mobavenue AI Tech says the merger will combine Mobavenue Media’s operations with the listed parent in one corporate entity. Mobavenue Media is described as an artificial intelligence, or AI, powered cloud-based advertising and consumer-growth platform, while Mobavenue AI Tech operates digital media, marketing and advertising agency services.

The stated purpose is to integrate substantially similar and complementary businesses spanning digital marketing, mobile advertising and promotional campaigns across phones and connected devices. Mobavenue Media changed its main object clause on January 19, 2026 to include AI-powered advertising technology, digital marketing, consumer growth and data-intelligence platforms.

Management says the planned structure could reduce management overlap, avoid duplicated costs, simplify the group structure and pool financial resources. The filing also says combined cash flows could support organic and inorganic growth, but it gives no forecast for savings, synergies, revenue or cash flow from the April 1, 2026 appointed date.

Mobavenue AI Tech changed its name from Lucent Industries Limited on October 1, 2025, and its equity shares are listed on BSE Limited. Mobavenue Media, incorporated on November 27, 2017, is unlisted and is identified as a wholly owned material subsidiary of Mobavenue AI Tech.

Will Mobavenue AI Tech issue shares for Mobavenue Media?

No, Mobavenue AI Tech will issue no equity shares or other securities for Mobavenue Media under the scheme. Mobavenue Media has 10,309 issued, subscribed and paid-up equity shares of Rs 10 each, and those shares will be cancelled and extinguished without payment or consideration when the scheme becomes effective.

Mobavenue AI Tech is the registered holder of 10,303 Mobavenue Media shares, or 99.94% of the subsidiary’s share capital. Six nominee shareholders hold one share each, but the filing says Mobavenue AI Tech is the beneficial owner of those shares, which is the basis for the no-consideration merger structure.

Mobavenue AI Tech’s paid-up capital of Rs 15.459558 crore comprises 7,72,97,790 fully paid shares of Rs 2 each. This followed a stock split in which each Rs 10 share was subdivided into five Rs 2 shares; the scheme says neither the parent’s share count nor its authorised capital of Rs 20 crore will change.

The cancellation mechanism means there is no exchange ratio for Mobavenue AI Tech shareholders to consider. Upon effectiveness, Mobavenue Media’s entire paid-up capital will be cancelled without any further act, deed or instrument, while its assets and liabilities move to the parent from the appointed date.

How will Mobavenue AI Tech shareholding change after the merger?

Mobavenue AI Tech says its shareholding pattern and voting rights will not change because the merger involves no new securities. The filing shows 7,72,97,790 shares before and after the merger, with promoter ownership at 65.60% and non-promoter ownership at 34.40%.

Within the non-promoter category, the filing lists institutional investors with 2,00,000 shares, or 0.26%; Indian public shareholders with 2,63,66,587 shares, or 34.11%; and other holders, including non-resident Indians, with 23,403 shares, or 0.03%. The source’s non-promoter subtotal of 2,65,89,900 shares differs by 90 shares from the sum of these three listed components, but it presents the same 34.40% percentage before and after the merger.

The company states that public shareholders’ percentage ownership and voting rights will remain unchanged and that the scheme has no adverse impact on their rights or interests. It also says directors and key managerial personnel may be interested only to the extent of their shareholding, directorship, beneficial interest or other existing interest.

What liabilities and approvals must the merger address?

All assets and liabilities of Mobavenue Media are intended to transfer to Mobavenue AI Tech from April 1, 2026, and Mobavenue Media will be dissolved without winding up after the scheme becomes effective. The effective date is the last date on which certified or authenticated confirmation orders are filed with the Registrar of Companies.

As of June 30, 2026, Mobavenue AI Tech reported no secured creditors and 108 unsecured creditors with claims of Rs 36.0094562 crore. Mobavenue Media reported two secured creditors with claims of Rs 3.2301852 crore and 285 unsecured creditors with claims of Rs 22.6163931 crore, all of which are relevant to the planned transfer.

The arrangement requires approval by the requisite majorities in number and value of members and creditors under Section 233 of the Companies Act, 2013. It also requires necessary statutory or regulatory consents and filing of the Regional Director, Western Region-I, Mumbai’s confirmation order with the Registrar of Companies in Maharashtra.

Mobavenue AI Tech says it filed the scheme with BSE for disclosure under Regulation 37(6) of the Securities and Exchange Board of India Listing Regulations. It also sent Form CAA-9 notices seeking objections and suggestions to the Registrar of Companies, Regional Director, Income Tax Authorities, Securities and Exchange Board of India, BSE and creditors, and filed a solvency declaration in Form CAA-10.

Conclusion

The proposed merger would place Mobavenue Media’s AI-powered advertising and consumer-growth platform within Mobavenue AI Tech while retaining the parent’s 7,72,97,790-share capital. The transaction is structured as an internal consolidation: the subsidiary’s Rs 1.0309 lakh paid-up capital would be cancelled without consideration, rather than exchanged for parent shares.

The next matters to watch are member and creditor approvals under Section 233, required statutory consents and confirmation by the Regional Director, Western Region-I, Mumbai. If the confirmation order is filed with the Registrar of Companies, the scheme provides for Mobavenue Media’s assets and liabilities to transfer from April 1, 2026 and for the subsidiary to be dissolved without winding up.