Intimation of Hon''ble NCLT Order sanctioning the Scheme of Amalgamation of M/s. Walery Security Management Limited (Transferor Company), a subsidiary of the Company with M/s. i3 Security ....

T : +91 (44) 40432205 Mercantile E : admin@mercantileventures.co.in W : www.mercantileventures.co.in Date: 22==d July 2026 The General Manager Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, DalaI Street, Mumbai – 400001 Scrip Code: 538942 Subject: Intimation of Order pronounced by Hon'ble National Company Law Tribunal, Division Bench - II, Chennai, sanctioning the Scheme of Amalgamation Between Walery Security Management Limited (Transferor Company) and i3 Security Private Limited (Transferee Company) and their respective Shareholders. Dear Sir/Madam, We wish to inform you that the Hon’ble National Company Law Tribunal, Division Bench - II, Chennai, vide its Order pronounced on 13th July 2026 in the petition no. CP(CAA)/70(CHE)/2024 read with application no. CA(CAA)/48(CHE)/2024, has approved the Scheme of Amalgamation Between Walery Security Management Limited (Transferor Company), a subsidiary of the Company, and i3 Security Private Limited (Transferee Company), a wholly owned subsidiary of the Company and their respective Shareholders. The copy of the above mentioned Order is attached. The ’Appointed Date' for the Scheme is January 01, 2024. The Scheme will be effective from the date on which the certified copy of the aforementioned sanction order of Han’bIc NCLT is filed with Registrar of Companies, Chennai. The effective date will be communicated to the stock exchange as and when the sanction order is filed and the Scheme becomes effective. On the scheme coming into effect, the Transferor Company shall, without any further act or deed, stand dissolved without winding up. The amalgamation is an internal reorganization of the subsidiary structure of the Company and does not involve any change in the shareholding pattern of the listed company. The disclosure in terms of Regulation 30 read with Schedule III of the SEBI Listing Regulations is enclosed as Annexure A. Kindly take the above information on record. Thanking you. Yours faithfully, For Mercantile Ventures Limited E N Rangaswami Whole-time Director DIN: 06463753 Mercantile Ventures Limited (CIN-L65 191TN1985PLC037309) Registered Office : 88 Mount Road, Guindy, Chennai - 600 032 India Mercantile Annexure A Disclosure under SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. S.No. Particulars Details The Scheme of Amalgamation Between Walery Security Management Limited (Transferor Company), a subsidiary of the Company, and i3 Security Private Limited (Transferee Company), Name of the entity(ies) a wholly owned subsidiary of the Company and their respective forming part of the Shareholders. 1 amalgamation/merger, details in brief such as, The Transferor Company’s Turnover was 'Nil’ for the size, turnover etc.; immediately preceding financial year 2025-26. The Transferee Company’s Turnover was Rs. 5087.67 lakhs for the immediatejy preceding financial year 2025-26. Whether the transaction would fall within related The amalgamation is between subsidiaries of the Company 2 party transactions? if yes, pursuant to a Scheme ofAmalgamation sanctioned by the Hon'ble whether the same is done NCLT. No consideration is payable by the listed company. at “arm’s length”; Transferor Company: The Transferor Company is engaged in providing security and guarding services, facility management, hospitality solutions, and manpower outsourcing services in India. Area of business of the 3 Transferee Company: entity(ies); The Transferor Company is engaged in providing security and guarding services, facility management, hospitality solutions, and manpower outsourcing services in India. Both Transferor and Transferee have same line of business. Rationale for the Scheme: 1 The Transferor Company is in existence and was carrying on the business of Housing finance activity with a certificate of registration issued by the Reserve bank of India. The Company ceased to carry on the said activity from 28-02-2023, made an application for cancellation of the Certificate of Registration (COR) and got the COR Rationale for cancelled as per details above. The Company later 4 amended the objects clause to enable the Company to amalgamation/ merger; carry on the business of security services. The Company is carrying out the same activity as that of its fellow subsidiary i.e. The Transferee Company in this Scheme and hence decided to merge its business with that of the Transferee Company and to carry on the business as a single entity for consolidation and utilization of the resources of both the Companies more efficiently as a singje unit. Mercantile 2. The amalgamation of the Transferor Company with the Transferee Company will result in various benefits for both parties including: 2.1. Integrate, rationalize and streamline management structure of the merged business. 2.2. Combined resources would strengthen the position of the merged entity and result in increasing leveraging capacity of the merged entity. The amalgamation will ensure management in a single combined entity thereby resulting in efficiency of management and maximizing overall shareholder value. 2.4. Pooling of available infrastructure, management, administration and marketing which would result in savings of costs. 2.5. Amalgamation of the Company would eliminate cost, administrative services and will result in cost savings. 2.6. Facilitate inter se transfer of resources and costs and optimum utilization of Assets. 2.7. Synchronizing of efforts to achieve uniform corporate policy. 2.8 Ease in decision makin' Share Exchange Ratio: In case of cash 5 (Five) equity share of the nominal value of Rs. 10/- each fully consideration – amount paid up in the Transferee Company for every 2 (Two) equity or otherwise share shares of Rs. 10/- each fully paid up held by such member in the exchange ratio; Transferor Company with number of shares being rounded off to the higher number." The Transferor company will receive in cash if there is difference. Brief details of change in 6 shareholding pattern (if Nil any) of listed entit ;;.::; NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT – II CHENNAI ATTENDANCE CUM ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH, HELD ON 13.07.2026 AT 10.30 A.M. THROUGH VIDEO CONFERENCING: ---------------------------------------------------------------------------------------------------------------- CORAM: SHRI. JYOTI KUMAR TRIPATHI, HON'BLE MEMBER (JUDICIAL) SHRI. RAVICHANDRAN RAMASAMY, HON'BLE MEMBER (TECHNICAL) ---------------------------------------------------------------------------------------------------------------- APPLICATION NUMBER : -- PETITION NUMBER : C.P.(CAA)/70(CHE)2024 IN C.A.(CAA)/48(CHE)2024 NAME OF THE PETITIONER : I3 SECURITY Pvt Ltd NAME OF THE RESPONDENT(S) : -- UNDER SECTION : Sec 230 to 232 of CA, 2013 ---------------------------------------------------------------------------------------------------------------- ORDER Present: Ld. Counsel Ms. B. Chandra for the Petitioner. Vide separate order pronounced in open court, C.P.(CAA)/70(CHE)2024 is Allowed. Sd/- Sd/- RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI Member (Technical) Member (Judicial) IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - II, CHENNAI CP(CAA)/70(CHE)/2024 CA(CAA)/48(CHE)/2024 (Filed under Sections 230 to 232 of the Companies Act, 2013) In the matter of Scheme of Amalgamation Between Walery Security Management Limited (Petitioner Company 1) and I3 Security Private Limited (Petitioner Company 2) and their respective Shareholders WALERY SECURITY MANAGEMENT LIMITED, (CIN: U65922TN1995PLC031681), Having its registered Office at: No. 88, Mount Road, Guindy, Industrial Estate, Chennai, Tamil Nadu, India – 600 032. Represented by M Kumar. ... 1st Petitioner / Transferor Company With I3 SECURITY PRIVATE LIMITED, (Formerly known as NDR Smart Warehouses Private Limited) (CIN: U74120TN2011PTC082965), Having its registered office at: 14, 5th Cross Street, R.V. Nagar Anna, [Showing first 8,000 characters — download PDF for full document]