Mangalore Chemicals & Fertilizers Limited (MCFL) has undergone a significant change in its ownership structure as Zuari Agro Chemicals Limited (ZACL) reduced its shareholding as part of a composite scheme of arrangement. The transaction took place on October 13, 2025, marking a notable shift in MCFL's ownership.

Key Details of the Transaction

Composite Scheme of Arrangement

The sale is part of a larger corporate restructuring involving:

• Mangalore Chemicals & Fertilizers Limited
• Paradeep Phosphates Limited
• Their respective shareholders and creditors

This off-market transfer is in accordance with and forms an integral part of the composite scheme of arrangement between these entities.

Regulatory Compliance

ZACL has made the necessary disclosure under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This regulatory filing ensures transparency in the significant change in shareholding.

Impact on MCFL's Structure

The transaction represents a substantial change in MCFL's ownership structure. While ZACL remains a significant shareholder, its controlling stake has been reduced. This move could potentially impact the strategic direction and governance of MCFL going forward.

Scheme Implementation Progress

According to the LODR data:

• The certified copies of sanction orders from the National Company Law Tribunal (NCLT) Bengaluru Bench and NCLT Cuttack Bench have been e-filed with the respective Registrars of Companies.
• October 13, 2025, has been declared as 'Effective Date 1' for the purposes of the scheme.
• The amalgamation of MCFL with Paradeep Phosphates Limited is set to become effective on 'Effective Date 2', which is defined as three days from 'Effective Date 1'.

Market Implications

This significant reduction in ZACL's stake in MCFL may lead to changes in the market perception of both companies. Investors and market analysts will likely be watching closely for any subsequent strategic moves or operational changes resulting from this restructuring.

The completion of this transaction marks a crucial step in the ongoing corporate restructuring process involving these major players in the agrochemical and fertilizer sector. As the scheme progresses towards its final stages, further developments are anticipated, which could reshape the competitive landscape in this industry.

Mangalore Chemicals & Fertilizers Limited (MCFL) has announced a significant development in its composite scheme of arrangement with Paradeep Phosphates Limited (PPL). The company has set October 13, 2025, as 'Effective Date 1' for the implementation of this scheme, marking a crucial step in the amalgamation process between the two fertilizer companies.

Key Details of the Amalgamation Scheme

Regulatory Compliance and Next Steps

MCFL has confirmed that both companies have filed certified copies of sanction orders from their respective National Company Law Tribunals (NCLT) with the appropriate Registrars of Companies. Specifically:

1. MCFL filed the certified copy of the sanction order from NCLT Bengaluru Bench with the Registrar of Companies, Bengaluru.
2. PPL filed the certified copies of sanction orders from both NCLT Bengaluru and Cuttack Benches with the Registrar of Companies, Cuttack.

The amalgamation process is structured in multiple parts:

• Part II of the scheme, which deals with the actual amalgamation of MCFL into PPL, will become effective on 'Effective Date 2'.
• 'Effective Date 2' is defined as the date falling three days from 'Effective Date 1'.

MCFL has stated that it will make appropriate disclosures when 'Effective Date 2' occurs, which is expected to be around October 16, 2025.

Implications for Stakeholders

This amalgamation represents a significant corporate action in the Indian fertilizer industry. Shareholders, employees, and other stakeholders of both MCFL and PPL should stay attentive to further announcements as the companies progress through this transformative process.

The merger is likely to have implications for the companies' market positions, operational synergies, and potentially their financial performance. However, the full impact of this corporate restructuring will become clearer as the process unfolds and more details are disclosed by the companies involved.

As this corporate action progresses, investors and market participants are advised to closely monitor subsequent announcements from both MCFL and PPL for any updates or changes to the amalgamation timeline and process.