Kirloskar Ferrous Industries Limited has received a significant regulatory milestone in its corporate restructuring initiative, with the National Company Law Tribunal (NCLT) Mumbai issuing an order on April 16, 2026, advancing the company's merger scheme proceedings.

NCLT Order Details

The NCLT has approved the progression of Company Petition No. C.P.(CAA)/46(MB)2026 relating to the scheme of arrangement and merger by absorption of two wholly-owned subsidiaries with Kirloskar Ferrous Industries Limited. The order was uploaded on the NCLT website on April 16, 2026, following a hearing conducted on April 9, 2026.

Merger Scheme Structure

The approved scheme involves the merger by absorption of Oliver Engineering Private Limited (OEPL) and Adicca Energy Solutions Private Limited (AESPL) with Kirloskar Ferrous Industries Limited. Both OEPL and AESPL are wholly-owned subsidiaries of the company. The scheme encompasses the respective shareholders of all three entities involved in the corporate restructuring.

Regulatory Compliance Requirements

The NCLT order mandates several compliance requirements that the company must fulfill before the final hearing:

• Statutory Notifications: Issuance of notices to statutory and regulatory authorities as per Section 230(5) of the Companies Act, 2013
• Newspaper Publication: Publishing hearing notices in two local newspapers - Financial Express (English) and Loksatta (Marathi) in Pune, at least 10 days before the hearing date
• Authority Notifications: Informing statutory authorities about the hearing date as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
• Website Hosting: Posting notices and scheme copies on respective company websites

Legal Framework and Process

The merger proceedings are being conducted under Sections 230-232 of the Companies Act, 2013. The tribunal has directed that statutory authorities must submit their representations, if any, within thirty days of receiving the notice. Failure to respond within this timeframe will be presumed as having no objections to the proposed scheme.

The company has been represented by Mr. Hemant Sethi as legal counsel before the NCLT Mumbai bench, comprising Hon'ble Member (Technical) Sh. Prabhat Kumar and Hon'ble Member (Judicial) Sh. Sushil Mahadeorao Kochey.

Next Steps

With the petition formally admitted for hearing and final disposal on May 15, 2026, Kirloskar Ferrous Industries Limited must complete all mandated compliance requirements before the scheduled date. The company has communicated this development to BSE Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency with stakeholders regarding this significant corporate restructuring initiative.

Kirloskar ferrous industries Limited has announced the opening of a special window for shareholders to transfer and dematerialise physical securities, following regulatory requirements from the Securities and Exchange Board of India. The company issued its second notice on this matter, ensuring shareholders have adequate information about the available facility.

Special Window Details

The special window operates for a period of one year, providing shareholders with ample time to complete their transfer requirements. The facility addresses specific regulatory compliance needs while offering practical solutions for shareholders holding physical securities.

Transfer Process and Conditions

The special window accommodates various transfer scenarios, including previously rejected requests. Shareholders can utilise this facility for transfer requests that were earlier rejected, returned, or not processed due to document deficiencies or procedural issues.

Key conditions for the transfer process include:

• Transferred shares will be credited only in dematerialised (Demat) form
• Securities will be under lock-in for one year from transfer registration date
• No transfer, lien-marking, or pledging allowed during lock-in period
• Securities transferred to Investor Education and Protection Fund (IEPF) are not eligible

Submission Process

Eligible shareholders can submit their requests along with requisite documents to either the company directly or through the designated Registrar and Transfer Agent. The submission process ensures proper documentation and compliance with circular requirements.

Regulatory Compliance

The company has fulfilled its disclosure obligations under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The notice was published on April 16, 2026, in Financial Express (English language newspaper) across all India editions and Loksatta (Marathi language newspaper) in the Pune edition. The SEBI circular has been uploaded on the company's website for shareholder reference and easy access to detailed guidelines.