Kirloskar Ferrous Industries Limited has received a significant regulatory approval for its proposed merger scheme involving two wholly-owned subsidiaries. The National Company Law Tribunal (NCLT) Mumbai issued an order dated March 17, 2026, providing key dispensations that will facilitate the consolidation process.

NCLT Order Details

The tribunal has granted dispensation from holding meetings across multiple stakeholder categories. The order eliminates the requirement for equity shareholder meetings for all three companies involved in the merger - Oliver Engineering Private Limited (OEPL), Adicca Energy Solutions Private Limited (AESPL), and Kirloskar Ferrous Industries Limited.

Subsidiary Business Operations

The merger involves companies with complementary business activities. Oliver Engineering Private Limited operates in ferrous casting and machining, while Adicca Energy Solutions Private Limited focuses on turnkey solar power projects and renewable energy consultancy. The parent company manufactures pig iron, grey iron castings, tubes and steel for tractor, automotive and diesel engine sectors.

Share Capital Structure

The financial structure of the companies reflects the wholly-owned subsidiary relationship that enabled the streamlined approval process.

Creditor Position and Consent

The approval process was facilitated by substantial creditor consent. Oliver Engineering has 192 unsecured creditors with outstanding amounts of ₹2,45,45,95,049.49 as on December 31, 2025. Adicca Energy has one unsecured creditor with ₹3,97,30,340 outstanding. Significantly, Kirloskar Ferrous Industries constitutes 93% of Oliver Engineering's creditors and is the sole creditor of Adicca Energy Solutions.

Strategic Rationale

The merger scheme aims to achieve multiple strategic objectives:

• Consolidation of businesses for long-term sustainability and growth
• Streamlining of holding structure to reduce regulatory compliance
• Cost optimization through focused operational efforts and elimination of duplication
• Leveraging synergies and achieving economies of scale
• Greater integration and flexibility to strengthen market position

Regulatory Compliance

The companies must serve notices to various regulatory authorities including the Central Government, Registrar of Companies, Income Tax Authority, GST Authority, and BSE Limited. The appointed date for the scheme is April 1, 2025, with board approvals obtained on August 4, 2025. Upon scheme effectiveness, the subsidiaries will be dissolved without winding up, and their share capital will be automatically cancelled.

Kirloskar Ferrous Industries has announced a partial disruption of operations at its Solapur manufacturing plant due to Liquefied Petroleum Gas supply issues. The company filed this disclosure under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

LPG Supply Chain Impact

The disruption stems from affected LPG supply following disruptions in global energy supply chains linked to the Middle East conflict. This has resulted in the temporary shutdown of one of two High Pressure Moulding Lines at the Solapur facility, effective from March 17, 2026, until further notice.

Operational Status

The Solapur plant houses two High Pressure Moulding Lines, with only one currently affected by the LPG supply shortage. This partial disruption means that manufacturing operations continue at reduced capacity while the company addresses the supply chain challenges.

Management Response

The company's management team, led by Company Secretary Mayuresh Gharpure, is actively monitoring the current supply chain crisis. The management is exploring alternate sources of LPG supply and investigating the use of other resources to minimize the operational impact.

Regulatory Compliance

The disclosure was made in compliance with SEBI regulations, with the official communication signed digitally by Company Secretary Mayuresh Vinayak Gharpure on March 17, 2026. The company has requested stock exchanges to take this information on record, ensuring transparency with stakeholders regarding the operational challenges.