Ramkrishna Forgings Limited has received approval from the National Company Law Tribunal (NCLT), Kolkata Bench for a significant corporate restructuring involving its subsidiaries. The tribunal pronounced its order on February 27, 2026, sanctioning the scheme of amalgamation that will consolidate three wholly owned subsidiaries under one entity.

NCLT Approval Details

The Hon'ble National Company Law Tribunal heard the petition on January 22, 2026, and subsequently approved the scheme through its order pronounced on February 27, 2026. The order was uploaded on the tribunal's website on the same day, with the certified copy awaited for final implementation.

Companies Involved in Amalgamation

The scheme involves the merger of two transferor companies with one transferee company, all operating under the Ramkrishna Forgings Limited umbrella:

All companies maintain their registered offices at 9th Floor, 23 Circus Avenue, Kolkata-700017, West Bengal, India. Notably, Ramkrishna Casting Solutions Limited was formerly known as JMT Auto Limited and had shifted its registered office from Delhi to Kolkata.

Strategic Rationale and Benefits

The tribunal order outlined several justifications for the amalgamation scheme. The companies are carrying similar business activities under the same management group, with Ramkrishna Forgings Limited having acquired the transferor companies through a share purchase agreement dated July 21, 2023, for an all-cash consideration. The transferee company was acquired through implementation of a resolution plan under the Insolvency and Bankruptcy Code, 2015.

Key benefits identified include:

• Better administrative control and operational convenience
• Prevention of cost duplication and enhanced cost efficiency
• Streamlined group structure by reducing legal entities
• Reduced multiplicity of legal and regulatory compliances
• Optimal utilization of existing resources and infrastructure
• Greater efficiency in cash management and access to combined cash flows

Compliance and Procedural Aspects

The scheme received comprehensive regulatory review and compliance verification. The statutory auditor confirmed that the accounting treatment conforms with accounting standards prescribed under Section 133 of the Companies Act, 2013. The exchange ratio of shares was fixed on a fair and reasonable basis based on the valuation report by CA Ritesh Kumar Gupta.

Notably, the tribunal dispensed with meetings of equity shareholders, secured creditors, unsecured creditors, and debenture holders under Section 230(1) read with Section 232(1) of the Act, as consents were provided through affidavits. The companies are not listed on any stock exchange.

Implementation Timeline

The scheme becomes effective upon filing the certified copy of the NCLT order with the Registrar of Companies, Kolkata. The petitioners must deliver the certified copy within thirty days of receiving the order. Upon effectiveness, the transferor companies will stand dissolved without winding up, and all assets, liabilities, employees, and ongoing proceedings will transfer to Ramkrishna Casting Solutions Limited.

The order also mandates that the transferee company will allot shares to shareholders of Multitech Auto Private Limited post-amalgamation in accordance with the scheme provisions.

Ramkrishna Forgings Limited held its Q3FY26 earnings conference call on January 27, 2026, providing comprehensive insights into quarterly performance and future growth prospects. The management discussed financial results, new order wins, and strategic initiatives during the analyst interaction hosted by IIFL Capital Services Limited.

Consolidated Financial Performance

The company reported strong consolidated performance for Q3FY26, demonstrating sequential improvement across key metrics:

New Order Wins and Business Mix

During Q3FY26, the company secured significant new orders worth ₹680 crores with a program life of 4 years. The order composition reflects the company's diversification strategy:

Railway Business Momentum

The railway segment emerged as a key growth driver with substantial progress in bogie assemblies. Managing Director Naresh Jalan highlighted that bulk supplies to Indian Railways have commenced, with the company qualifying for significant orders. The railway segment now contributes 7.3% of business in 9-month FY26, with management targeting double-digit revenue contribution within the next 2 years.

Capacity Utilization and Expansion Updates

The company's forging capacity utilization stood at 66% in Q3FY26, with management expecting improvement to 80-85% by the end of FY26. Key capacity developments include:

Revenue Growth Guidance

Management provided optimistic growth projections, with Naresh Jalan stating expectations of 10-15% year-on-year revenue growth for the next consecutive 3 years. The company anticipates maintaining export contribution at around 35% of total revenue in FY27, with domestic business comprising 65%.

Market Outlook and Strategic Focus

The management expressed confidence in North American market recovery, stating that "the worst is behind" for exports. The company is actively pursuing passenger vehicle segment opportunities, targeting 10% revenue contribution from PV segment by FY28. Additionally, the European Free Trade Agreement is expected to enhance competitiveness in European markets by eliminating existing duties.