Kirloskar Industries Limited has received regulatory approval for a significant corporate restructuring involving its material subsidiary Kirloskar Ferrous Industries Limited (KFIL). The National Company Law Tribunal (NCLT) Mumbai has approved a comprehensive merger scheme that will consolidate KFIL's operations with two wholly owned subsidiaries.

NCLT Approval and Key Dispensations

The NCLT Mumbai passed an order dated 17 March 2026 approving the scheme of arrangement and merger by absorption of Oliver Engineering Private Limited (OEPL) and Adicca Energy Solutions Private Limited (AESPL) with Kirloskar Ferrous Industries Limited. The tribunal granted several key dispensations to streamline the merger process:

Business Profile and Rationale

The three companies involved in the merger operate in complementary business segments. Oliver Engineering Private Limited is primarily engaged in ferrous casting and machining operations. Adicca Energy Solutions Private Limited focuses on executing turnkey projects for solar power systems and provides technical consultancy for renewable energy installations. Kirloskar Ferrous Industries Limited manufactures pig iron, grey iron castings, tubes and steel, serving tractor, automotive and diesel engine industry sectors.

The merger rationale encompasses multiple strategic objectives:

• Consolidation of businesses to enable long-term sustainability and growth
• Streamlining of holding structure reducing regulatory compliances
• Cost optimization through standardization and elimination of duplication
• Leveraging synergies and achieving economies of scale
• Greater operational integration and enhanced asset base

Share Capital Structure

The merger involves companies with varying capital structures, reflecting their different business scales and operational requirements:

Creditor and Shareholder Consent

The merger received overwhelming stakeholder support, enabling the tribunal to dispense with formal meetings. Oliver Engineering has 192 unsecured creditors with outstanding amounts of Rs. 2,45,45,95,049.49 as on 31.12.2025. Adicca Energy Solutions has 1 unsecured creditor with Rs. 3,97,30,340 outstanding. Significantly, KFIL constitutes 93% of Oliver Engineering's creditors and 100% of Adicca Energy's creditors, providing substantial consent for the scheme.

Regulatory Compliance and Next Steps

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 merger scheme benefits from SEBI exemptions applicable to wholly owned subsidiary mergers, eliminating the requirement for stock exchange no-objection certificates. Upon scheme effectiveness, both transferor companies will stand dissolved without winding up, with their assets and liabilities transferring to KFIL automatically.

Kirloskar Industries Limited has been fined Rs 2,360 by the National Stock Exchange (NSE) for delayed compliance with regulatory requirements. The penalty relates to non-compliance with Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended December 31, 2025.

Fine Details and Breakdown

The NSE issued notice number NSE/LIST-SOP/FINES/0155 dated February 13, 2026, outlining the penalty structure. The fine breakdown is as follows:

The fine is calculated at Rs 2,000 per day for one day of non-compliance with Regulation 31(1) for the quarter ended December 31, 2025.

Company's Response and Actions

Following receipt of the NSE notice, Kirloskar Industries took immediate steps to address the matter. The company submitted a waiver application to NSE on February 20, 2026, requesting waiver of the imposed fine.

The board of directors was formally briefed on the NSE notice during their meeting held on March 11, 2026. The board was informed about:

• The notice issued by NSE
• Actions taken by the exchange
• Steps taken by the company in response

The board of directors took note of all these developments and the company's handling of the situation.

Regulatory Framework and Consequences

The NSE notice referenced the Master Circular specifying Standard Operating Procedure for imposing fines and suspension of trading in case of non-compliance with listing regulations. The exchange warned of potential escalatory actions if the fine is not paid within 15 days, including:

• Freezing of entire shareholding of promoters in the company and other securities
• Shifting trading in company securities to 'Trade for Trade' basis (Z Category) for consecutive defaults

Waiver Application Process

For companies seeking fine waiver, NSE has established specific parameters. The waiver application must be submitted through the NEAPS portal under Compliance > Fine Waiver > Waiver Request. Key requirements include detailed reasons for waiver request and achieving compliance as a prerequisite for processing the application.

A non-refundable processing fee of Rs 10,000 plus 18% GST applies only if the fine amount exceeds Rs 5,000 exclusive of GST. In this case, since the base fine is Rs 2,000, no processing fee would be applicable.

Source: None/Company/INE250A01039/3dd88866-005b-4098-afd5-02a9b481e35a.pdf