The amalgamation scheme between JK Tyre & Industries Limited and Cavendish Industries Limited has been successfully completed, with the National Company Law Tribunal (NCLT) sanctioned merger becoming effective on December 22, 2025. The company has confirmed that the certified copy of the NCLT order has been filed with the Registrar of Companies, Jaipur, making the scheme operative from the appointed date of April 1, 2025.

Merger Implementation Details

Following the NCLT approval on November 20, 2025, JK Tyre & Industries' Board had approved December 22, 2025, as the effective date for the amalgamation scheme. With the completion of regulatory formalities, Cavendish Industries Limited, a subsidiary of JK Tyre & Industries, now stands amalgamated and dissolved without being wound up.

Enhanced Share Capital Structure

As a result of the amalgamation, the authorized share capital of Cavendish Industries has been combined with JK Tyre & Industries, resulting in a significant increase in the company's authorized share capital. The capital clause of JK Tyre's Memorandum of Association has been automatically altered without any further act or instrument.

Strategic Benefits and Synergies

The completed amalgamation is expected to deliver multiple strategic advantages:

• Operational Efficiency: Economies of scale and operational synergies across manufacturing operations
• Cost Optimization: Reduction in administrative overheads and interest costs
• Enhanced Capabilities: Expanded product offerings in automotive tyres, tubes, and flaps
• Market Strengthening: Improved distribution network and customer satisfaction
• Resource Pooling: Combined resources for accelerated growth initiatives

Financial Foundation

The merger creates a stronger financial entity, with the combined operations building upon substantial standalone net worth figures as of March 31, 2025.

Regulatory Compliance and Next Steps

The company has fulfilled all regulatory requirements, including filing the certified copy of the NCLT order with the Registrar of Companies within the stipulated timeframe. The merger also ensures compliance with Income Tax and GST laws, along with payment of necessary stamp duty and preservation of transferor company records.

With shareholders of Cavendish Industries set to receive 92 equity shares of JK Tyre & Industries for every 100 shares held, based on the record date of December 24, 2025, the integration process moves into its final phase. The successful completion of this amalgamation positions JK Tyre & Industries for enhanced competitiveness in the automotive tyre manufacturing sector.

JK Tyre & Industries subsidiary, JK Tornel, has entered into an agreement to sell 40,00,000 equity shares of Cavendish Industries Ltd. (CIL) to two promoter entities for Rs 130.64 crore. This strategic move, structured as a related party transaction at arm's length, involves the sale of shares to Bengal & Assam Company Ltd. and J.K. Fenner (India) Ltd.

Transaction Details

The share sale is expected to be completed by November 30, 2025. Here's a breakdown of the transaction:

Financial Impact

Cavendish Industries Ltd. has been a significant contributor to JK Tyre's consolidated financials. For the fiscal year 2025:

Strategic Implications

This divestment appears to be a part of JK Tyre's strategic financial management. While the company is selling a portion of its stake in CIL, the buyers are entities within the promoter and promoter group, suggesting that the overall control remains within the JK Group.

Regulatory Compliance

The transaction has been structured as a related party deal but is being conducted at arm's length basis, ensuring compliance with regulatory requirements. The company has confirmed that this sale is not part of any scheme of arrangement and does not fall under the category of a slump sale.

Conclusion

This share sale by JK Tornel represents a significant financial transaction within the JK Group. While it reduces JK Tornel's direct stake in Cavendish Industries, the shares are being transferred to entities closely associated with JK Tyre. Investors and market analysts will likely be watching closely to see how this internal restructuring impacts the group's overall financial strategy and performance in the coming quarters.