Kirloskar Ferrous Industries Limited has announced that the Scheme of Arrangement for the merger of Oliver Engineering Private Limited and Adicca Energy Solutions Private Limited with the company has become effective from April 1, 2025. This follows the filing of a certified true copy of the National Company Law Tribunal (NCLT) order, dated June 2, 2026, with the Registrar of Companies, Pune, on June 11, 2026. The transferor companies have merged into and dissolved with Kirloskar Ferrous Industries Limited without being wound up. As the transferor companies were wholly owned subsidiaries, no shares of the transferee company were issued, and the paid-up capital of the transferor companies stands cancelled.

The Board of Directors also approved the amendment to the capital clause of the Memorandum of Association. The authorized share capital is now ₹3,89,61,00,000, divided into 54,52,20,000 equity shares of ₹5 each and 11,70,00,000 preference shares of ₹10 each. This update was communicated to the stock exchanges under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Performance

For the financial year ended March 31, 2026, the company reported a 73.4% increase in net profit to ₹504.74 crore, compared to ₹291.00 crore in the previous year. This growth was primarily driven by the absorption of the transferor companies, which enabled the utilisation of unabsorbed depreciation and carried forward losses. This resulted in a reversal of ₹110.38 crore in current tax expenses. Revenue from operations for FY26 rose 4.9% to ₹6,888.57 crore from ₹6,564.22 crore in FY25.

For the quarter ended March 31, 2026, the company posted a net profit of ₹125.74 crore, a significant increase from ₹55.01 crore in the preceding quarter ended December 31, 2025. Revenue for the quarter stood at ₹1,817.17 crore. Total income for the year grew to ₹6,950.93 crore. The company’s operating margin for the year improved to 11.96%, up from 11.52% in the prior year. Earnings per share (EPS) for the year increased to ₹30.63 from ₹17.69 in the previous year.

Merger Impact and Accounting

The financial results have been updated to reflect the merger of Oliver Engineering Private Limited and Adicca Energy Solutions Private Limited. The merger was accounted for using the pooling of interest method under Ind AS 103. Consequently, the previous year's figures have been restated. The company also recognised a deferred tax asset of ₹141.28 crore regarding the unabsorbed losses of the transferor companies. Additionally, an exceptional item of ₹17.66 crore was recorded in the quarter ended December 31, 2025, due to changes in wage definitions under the new Labour Codes.

Key Financial Metrics

Kirloskar Ferrous Industries Limited has secured approval from the National Company Law Tribunal (NCLT), Mumbai Bench, for the amalgamation of its wholly owned subsidiaries, Oliver Engineering Private Limited and Adicca Energy Solutions Private Limited. The tribunal pronounced the order on June 2, 2026, allowing the scheme of arrangement which was approved by the board of directors on August 4, 2025. The appointed date for the merger is April 1, 2025, facilitating the consolidation of businesses to enable long-term sustainability and growth.

The merger aims to streamline the current holding structure, reduce the number of companies, and optimize administrative costs. Since both transferor companies are wholly owned subsidiaries of Kirloskar Ferrous Industries, no shares will be issued, and no consideration will be discharged for the amalgamation. The issued and paid-up capital of the transferor companies will stand cancelled upon the scheme becoming effective.

Scheme Details and Compliance

The scheme was sanctioned under Sections 230 to 232 of the Companies Act, 2013, and related rules. The petitioner companies addressed an inadvertent arithmetical error regarding the post-merger authorised share capital through board resolutions passed on April 4, 2026. The companies confirmed compliance with all statutory requirements, including the submission of audited financial statements for the year ended March 31, 2025.

Regulatory Observations and Undertakings

The Regional Director, Western Region-II, and the Official Liquidator filed reports with observations, which the companies addressed through affidavits. The companies confirmed that all charges against Oliver Engineering Private Limited have been satisfied and that no winding up proceedings are pending. The transferee company undertook to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013, regarding the payment of differential fees for share capital.

The Assistant Commissioner, CGST Division, Rajpura, raised observations regarding claims from earlier Corporate Insolvency Resolution Process (CIRP) proceedings against Oliver Engineering Private Limited. The companies clarified that claims were dealt with in the resolution plan approved by the tribunal in September 2023, relying on the Supreme Court judgment in Ghanashyam Mishra & Sons (P) Ltd v. Edelweiss ARC. Kirloskar Ferrous Industries undertook to pay any legally payable dues upon the scheme becoming effective.

Tribunal Order and Directives

The NCLT declared the scheme unopposed and made the company petition absolute. The transferor companies are dissolved without winding up, and all liabilities will transfer to the transferee company. The tribunal directed the companies to file a copy of the order with the Registrar of Companies in E-Form INC-28 within 30 days and to lodge the order with the Superintendent of Stamps within 60 days for stamp duty adjudication.