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ISMT Limited Announces NCLT Approval for Merger with Kirloskar Ferrous Industries

Mumbai, Maharashtra - July 24, 2024: ISMT Limited, a leading manufacturer of specialty alloy and seamless tubes, has announced that the National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned the Scheme of Arrangement and Merger of ISMT Limited with Kirloskar Ferrous Industries Limited. The announcement was made in continuation of the disclosure dated April 26, 2024.

Key Details of the Merger:

NCLT Sanction:

• Order Date: The Hon’ble NCLT sanctioned the merger scheme on July 24, 2024.
• Petition Details: The Joint Company Scheme Petition was filed under Sections 230 to 232 of the Companies Act, 2013, along with Orders dated January 4, 2024, and January 16, 2024.

Scheme of Arrangement:

• Transferor Company: ISMT Limited.
• Transferee Company: Kirloskar Ferrous Industries Limited (KFIL).
• Appointed Date: April 1, 2023.
• Share Exchange Ratio: Shareholders of ISMT Limited will receive 17 shares of Kirloskar Ferrous Industries for every 100 shares held in ISMT Limited.

Business Rationale:

• Synergies and Scale: The merger aims to consolidate business activities, enhance operational efficiencies, and create value for shareholders, customers, lenders, and employees.
• Cost Optimization: The merger is expected to result in cost optimization through standardized business processes and elimination of duplication.
• Strengthened Position: The combined entity will benefit from increased scale, expanded reach, and improved productivity, leading to a stronger market position.

Compliance and Approvals:

• SEBI Approval: The Securities and Exchange Board of India (SEBI) has approved the Scheme.
• No Objections: No objections were raised by the Income Tax Department or other authorities regarding the Scheme.

Legal and Regulatory Observations:

• Compliance: The petitioner companies have complied with all necessary statutory requirements and directions from the NCLT.
• Objections Addressed: Objections raised by Avignon Shipping Company and other parties were addressed and clarified to the satisfaction of the NCLT.
• Official Liquidator’s Report: The Official Liquidator’s observations were adequately addressed by the petitioner companies.

Contact Information:

• Registered Office:
  • ISMT Limited: Plot No. C/1, MIDC, Ahmednagar, Maharashtra, India.
  • Kirloskar Ferrous Industries Limited: Laxmanrao Kirloskar Road, Khadki, Pune, Maharashtra, India.
• Phone: +91 20 26727000
• Email: info@kirloskar.com
• Website: www.kirloskar.com

About ISMT Limited:

ISMT Limited is a leading manufacturer of specialty alloy, bearing steel, and seamless tubes, with a global presence and a diversified product portfolio. The merger with Kirloskar Ferrous Industries is expected to strengthen its market position and operational capabilities.

About Kirloskar Ferrous Industries Limited:

Kirloskar Ferrous Industries Limited is a prominent manufacturer of pig iron and grey iron castings, catering to various industry sectors, including automotive, tractor, and diesel engine industries. The merger with ISMT Limited will provide opportunities for forward integration and product diversification.