The National Company Law Tribunal (NCLT) has sanctioned the amalgamation scheme between JK Tyre & Industries Limited and Cavendish Industries Limited, marking a significant development in the automotive tyre manufacturing sector. Following the NCLT approval on November 20, 2025, JK Tyre & Industries' Board has approved December 22, 2025, as the effective date for the amalgamation scheme.

Key Highlights of the Merger

• Effective Date: The amalgamation will take effect on December 22, 2025.
• Share Exchange Ratio: Shareholders of Cavendish Industries will receive 92 equity shares of JK Tyre & Industries for every 100 shares held.
• Record Date: December 24, 2025, has been set as the record date for determining eligible shareholders to receive equity shares of JK Tyre & Industries.
• Business Focus: The merger combines the companies' operations in automotive tyres, tubes, and flaps manufacturing.
• Appointed Date: The scheme originally set April 1, 2025, as the appointed date for the merger.

Strategic Rationale

The amalgamation is expected to yield several benefits:

1. Economies of scale and operational synergies
2. Optimization of administrative and managerial overheads
3. Reduction in interest costs
4. Pooling of resources for faster growth
5. Comprehensive product offerings and enhanced distribution network
6. Improved customer satisfaction
7. Streamlined regulatory compliance

Financial Implications

While specific financial details were not provided in the NCLT order, it's worth noting that as of March 31, 2025:

These figures underscore the substantial financial foundation of the merged entity.

Regulatory Compliance

The NCLT has emphasized several compliance requirements:

• Filing of the certified copy of the order with the Registrar of Companies within 30 days
• Compliance with Income Tax and GST laws
• Payment of necessary stamp duty
• Preservation of books and records of the transferor company

Market Impact

The merger is expected to strengthen JK Tyre & Industries' position in the automotive tyre market. By integrating Cavendish Industries' operations, JK Tyre & Industries may benefit from an expanded product range and enhanced manufacturing capabilities.

Conclusion

With the NCLT's approval and the setting of the effective date, the amalgamation of JK Tyre & Industries Limited and Cavendish Industries Limited is now set to be completed. Cavendish Industries will cease to exist from the effective date of December 22, 2025. As the companies move forward with the implementation of the scheme, stakeholders will be watching closely to see how the combined entity leverages its expanded scale and capabilities in the competitive tyre manufacturing landscape.

Investors and industry observers should note that the full impact of the merger will become clearer as the integration process unfolds following the effective date.

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.