Asian Energy Services Ltd

Overview

• Sanctioned merger by absorption of OEPL into AESL; Transferor holds 90.83% of Transferee.
• NCLT Mumbai final order sanctioned on 29.09.2026; certified copy received 15.10.2026.
• Transferor to dissolve without winding up post-Effective Date.
• Share exchange ratio: 117 AESL shares for 10 OEPL shares.

Purpose & Rationale

• Consolidate group energy and minerals assets to create diversified upstream solutions.
• Synergies from combining Transferor and Transferee strengths across oil, gas, and minerals.
• Broaden asset base across basins/geographies, with improved long-term revenue visibility.
• Simplify shareholding and governance, reducing complexity and regulatory overhead.

Key Terms & Structure

• Type: Merger by Absorption; Appointed Date to be fixed with Effective Date.
• Share exchange ratio: 117 New AESL shares for 10 Transferor shares.
• Assets and liabilities transfer to Transferee on Appointed Date; no separate deeds.
• Inter-company balances extinguished; debts and bank facilities transferred.
• Approvals: NCLT sanction obtained; MoPNG pending; exchanges no-objection; other regulatory consents required.
• Fairness: Sundae Capital Advisors' fairness opinion attached.
• Accounting: reverse acquisition treatment under Ind AS 103.
• ESOP: Transferor ESOPs conversion; Transferee options issued.
• Listing: New shares to be listed; holders' rights preserved post-listing.

Financial Impact

• Transfer of all Transferor assets and liabilities to Transferee on Appointed Date; no deeds needed.
• Inter-company balances extinguished; inter-company loans cleared.
• Tax and regulatory credits: all tax liabilities, credits, refunds transferred to Transferee; credits preserved.
• Capital: Transferor's equity cancelled; New Shares issued; post-merger capital adjusted.
• Post-transaction accounting: reverse-acquisition; carrying values retained; intercompany balances cancelled.
• Debts and bank facilities: assumed by Transferee; existing facilities continue under new entity.

Stakeholder Impact

• Shareholders: receive New AESL shares; fractional shares to Trustee; rights await listing.
• Employees: all Transferor employees become Transferee employees; continuity intact; PF and gratuity funds transferred.
• Creditors: liabilities become obligations of Transferee; protections under law; no prejudice.
• Business operations: continuity of contracts; licenses; approvals transferred; operations guidance.
• Listing: Transferee remains listed; new shares to be listed; listing date awaited.

Status & Next Steps

• Final NCLT order issued; scheme effective upon Appointed Date; Transferor dissolved.
• MoPNG approval pending; government approvals required; scheme subject to approvals.
• ROC filings within 30 days; listing approvals required; depository restrictions until listing.
• SEBI/LODR compliance; conditionality satisfied; revocation possible if conditions unmet.

Overview

• Scheme of Merger by Absorption between the Transferor and Transferee entities.

Rationale

• Consolidates energy and minerals assets to create end-to-end capabilities across upstream value chain.

Key Terms

• Nature: Merger by Absorption.
• Share exchange ratio: 117 transferee shares per 10 transferor shares.
• Assets and liabilities of Transferor vest in Transferee; Transferor dissolves.
• Appointed date defined; no fixed date disclosed.
• Regulatory approvals: NCLT sanction obtained; MoPNG approval pending.
• Related-party: Transferor and Transferee are related; intercompany transactions may be extinguished.
• Post-merger capital: No external equity; shareholding structure changes via exchange.

Financial Impact

• Fairness opinion on exchange ratios attached.
• Accounting treatment: pooling of interests under IND AS 103.
• Post-merger listing: transferee listed; regulatory listings ongoing.
• Tax position: taxes and credits to vest in transferee; returns updated accordingly.

Stakeholder Impact

• Employees: continuity of service; employees of transferor become employees of transferee.
• Creditors: liabilities transfer; no winding up; protections under law.
• ACIL/contractual rights: existing rights preserved; disputes remain enforceable against transferee.
• Operational: merged group to pursue integrated energy and minerals opportunities.

Status & Next Steps

• NCLT sanction pronounced on 29 Sep 2026; scheme effective subject to government approvals.
• Transferor dissolved; assets and liabilities vest in transferee.
• MoPNG approval pending; filing with ROC/Registrar pending.
• Effective date to be fixed by adjudicating body; regulatory clearances required.

Asian Energy Services Limited — Trading window closed from October 1, 2026 till 48 hours after the declaration of financial results for the quarter and half year ending September 30, 2026

AGM Details

• Date: September 24, 2026; mode: VC/OAVM.
• Record date: September 17, 2026.
• Cut-off date: September 17, 2026.
• Total shareholders on record: 27,420.
• Present via VC/OAVM: 2 promoter group, 53 public.
• Remote e-voting: September 21–23, 2026.
• Scrutinizer report on voting results submitted.

Key Resolutions

• Resolution 1: Adopt audited standalone and consolidated financial statements for year ended Mar 31, 2026.
• Resolution 2: Declare final dividend of Re 1.25 per equity share.
• Resolution 3: Re-appoint Dr. Rabi Bastia Garg (DIN 05233577) on rotation.

Voting Results

• Resolution 1 passed with requisite majority (assent ~27.46m; dissent 20).
• Resolution 2 passed with requisite majority (assent ~27.46m; dissent 20).
• Resolution 3 passed with requisite majority (assent ~27.46m; dissent 20).

AGM Details

• Date and time: 24 September 2026, 12:00 IST; VC/OAVM.
• Mode: VC/OAVM.
• Remote e-voting: 21–23 September 2026.
• No physical attendance; proxy not applicable.
• Auditors' report with unmodified opinion on standalone and consolidated results.
• Quorum present; meeting duly constituted.

Key Resolutions

• Adopt standalone and consolidated financial statements and reports (Ordinary).
• Declare final dividend of Re. 1.25 per equity share (Ordinary).
• To re-appoint Dr. Rabi Bastia who retires by rotation (Ordinary).

Voting Results

• Adopt financial statements: results pending; to be announced within two working days.
• Dividend: results pending; to be announced within two working days.
• Re-appointment: results pending; to be announced within two working days.

Dividend

• Final dividend of Re 1.25 per equity share proposed.

Director Changes

• Dr. Rabi Bastia retires by rotation and seeks re-appointment.

Auditors

• Auditors' report issued with unmodified opinion on standalone and consolidated results.

Pakro Block LOI

• LOI issued to OEPL by Arunachal Pradesh for composite licence over Pakro Vanadium and Graphite Block.
• Block area 155.46 hectares, located at Pakro Village, Pakke Kessang District.
• LOI awarded to OEPL (holding/amalgamating company) and not AESL directly.
• On merger becoming effective, OEPL assets/licences vest in AESL as going concern.

Meeting Details

• Date and time: Tuesday, 8 September 2026 at 9:00 A.M.
• Type and mode: Group meeting, physical (Mumbai location).
• Event/organiser: Avendus Spark Small-Cap Investor Conference

Participants

• Key participants: Company Management representatives.

Purpose

• Purpose: Investor/analyst meeting as part of Avendus Spark conference.

Dividend record details

• Final dividend for FY2025-26, subject to AGM approval.
• Record date fixed as Thursday, 17 September 2026.
• Dividend rate: 12.5% of face value (Rs 1.25 per equity share).
• Security: equity shares.
• Payment after AGM, subject to tax deduction at source.

Financials at a glance

• Consolidated revenue from operations: ₹79,104.74 Lakhs for FY26
• EBITDA ₹9,890 Lakhs; PAT ₹5,183.87 Lakhs
• EPS (basic) ₹11.43; diluted ₹11.34
• Final dividend ₹1.25 per share recommended, subject to AGM
• Consolidated net cash position: ₹(29.09) Lakhs
• Operating cash flow: ₹5,298.52 Lakhs
• Geographic revenue: India ₹49,167.51 Lakhs; Outside India ₹29,937.23 Lakhs
• Order book: ₹1,750 Crores; Oil & Gas ~68% of book, Mineral 32% (₹566 Cr)
• Kuiper revenue annualized around USD 60-70 million; potential USD 100 million by 2028-29
• Consolidated debt-to-equity ratio: 0.32x

Strategic developments & growth

• Acquisition of Kuiper Group completed; strengthens international platform in Middle East and SE Asia
• Proposed merger with Oilmax Energy announced; expected completion Sep–Oct 2026, regulatory clearances
• Vedanta integrated field management contract; Mahanadi CHP contract
• Indrora block: NM-01 production ~100 BOPD; NM-02 testing; target ~1,000 BOPD by 2026-27
• Progress on Mewad field; integrated platform expansion across oil & gas and mineral infra
• Roadmap to scale: integrate Kuiper; India services growth target 30-40% in 2026-27; Kuiper USD 60-65m revenue target

Capital structure & liquidity

• Consolidated debt-to-equity ratio 0.32x; borrowings ₹15,811.81 Lakhs; equity ₹49,497.62 Lakhs
• Net debt position: net liquidity ₹(29.09) Lakhs; cash & cash equivalents ₹10,874.81 Lakhs
• Total borrowings include current and non-current; liquidity supports capex and growth
• Final dividend ₹1.25 per share proposed; AGM approval required

Governance & controls

• Board of seven directors; independent presence; Parikshit Datta joined May 28, 2025
• Brij Mohan Bansal resigned Jan 3, 2026; Mukesh Jain resigned May 28, 2025
• Statutory auditors changed: Walker Chandiok replaced by SGCO & Co LLP
• Internal financial controls deemed adequate; no material weaknesses identified
• Secretarial audit observed short-notice and XBRL timeliness issues; management responses provided
• CSR governance: CSR Committee; CSR policy on company site; CSR spend ₹37.23 Lakhs

Audit, risk & compliance

• Audit opinions: Unmodified on standalone and consolidated; no going concern flags
• Arm's-length related party transactions; policy disclosed on website
• No non-compliances in capital markets for FY2025-26
• Occasional delays in regulatory filings; explanations provided

Mergers, acquisitions & partnerships

• Oilmax merger: NCLT hearing scheduled; potential scale and balance-sheet strength
• Kuiper acquisition expands international O&M and staffing capabilities
• Exploration assets (Indrora, Mewad) advancing with potential upside

Outlook & risk factors

• West Asia geopolitical risk; monitor impact on crude and LNG pricing and shipping
• Rising Indian energy demand; opportunities in seismic, EPC, and mining infra
• Execution risk on large contracts; diversification across oil & gas and minerals
• Debt and FX exposure mitigated by disciplined capital allocation and synergies

Dividend & AGM details

• Final dividend ₹1.25 per equity share proposed; subject to member approval
• 33rd AGM scheduled for 24 September 2026 via VC/OAVM

ESG & CSR

• CSR spend ₹37.23 Lakhs; average net profit (3-year) ₹186.44 Lakhs
• CSR policy on company site; focus on education, healthcare, hunger alleviation, rural development