Kirloskar Industries Limited announced on June 3, 2026, that its material subsidiary, Kirloskar Ferrous Industries Limited (KFIL), has secured approval from the National Company Law Tribunal (NCLT), Mumbai Bench, for a scheme of arrangement and merger. The tribunal pronounced an order on June 2, 2026, approving the merger by absorption of Oliver Engineering Private Limited and Adicca Energy Solutions Private Limited with KFIL. The scheme, effective from the appointed date of April 1, 2025, facilitates the consolidation of businesses to enable long-term sustainability and streamline the current holding structure, thereby reducing the number of companies and associated regulatory compliances.

The Board of Directors of the respective companies approved the original Scheme of Amalgamation on August 4, 2025. The merger involves two wholly owned subsidiaries of KFIL; consequently, no shares of the transferee company will be issued, and no consideration will be discharged upon the scheme becoming effective. The issued and paid-up capital of the transferor companies will stand cancelled. The NCLT order also addressed an inadvertent arithmetical error in the post-merger authorised share capital of KFIL, which was corrected via board resolutions passed on April 4, 2026, without materially altering the scheme.

Key Details of the Merger Scheme

Regulatory Compliance and Undertakings

The petitioner companies confirmed compliance with all statutory requirements, including those specified by the Regional Director, Western Region-II, and the Official Liquidator. The scheme was deemed unopposed after no objections were received from other statutory or regulatory authorities, although observations were raised and addressed regarding charges, significant beneficial ownership, and the absorption of employees. KFIL undertook to absorb any temporary employees if they exist, effective from the appointed date.

The order directs the petitioner companies to file a copy of the order and the scheme with the concerned Registrar of Companies via E-Form INC-28 within 30 days of receipt. Additionally, the companies must lodge the authenticated order and scheme with the Superintendent of Stamps for adjudication of stamp duty within 60 days. The transferor companies will be dissolved without winding up upon the effectiveness of the scheme.

Kirloskar Industries held meetings with analysts and financial institutions on May 29, 2026, to discuss its operational overview. The company confirmed that no unpublished price-sensitive information was shared during these sessions, which were conducted under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The interactions included a one-on-one meeting with Antique Stock Broking Limited from 11 a.m. to 12 p.m., followed by a group meeting from 12 p.m. to 1 p.m. Participants in the group session included Esavvy Management LLP, Greenedge Wealth, Edelweiss Public Alternatives, Nizar Securities, Pawan Nahar, and Rishi Biyani.

No presentation was made during the meetings. The discussions were limited to the company's operational overview.

Ashwini Mali, Company Secretary & Compliance Officer, signed the disclosure on behalf of Kirloskar Industries .