Kirloskar Ferrous: NCLT merger nod, ₹3 dividend, FY26

Overview

Kirloskar Ferrous Industries Limited (KFIL) has received approval from the National Company Law Tribunal (NCLT), Mumbai, to proceed with its merger scheme involving two wholly-owned subsidiaries: Oliver Engineering Private Limited and Adicca Energy Solutions Private Limited. The development adds a legal milestone to a period that has also included multiple investor communications, quarterly result updates, and dividend and governance actions.

Alongside the merger process, the company released its Q3FY26 presentation ahead of an investor conference call scheduled for February 11, and it announced an interim dividend of ₹3 per equity share for FY2025-26. Corporate filings and event schedules cited in the disclosures also reference board and shareholder approvals related to audits, capital matters, and fund-raising capacity.

NCLT Mumbai admits merger petition

KFIL said the NCLT Mumbai order dated April 16, 2026, has admitted the company petition related to its merger scheme. The tribunal has set the petition for final hearing on May 15, 2026. This step indicates the scheme has moved forward procedurally, subject to the process laid out by the tribunal.

The order also mandates compliance with statutory notification requirements. These include newspaper publications and notifications to regulatory authorities under the Companies Act, 2013, as cited in the company’s update. Such requirements typically form part of ensuring that relevant stakeholders and authorities are informed before the final hearing.

What the merger scheme covers

The merger scheme involves absorption of Oliver Engineering Private Limited and Adicca Energy Solutions Private Limited into Kirloskar Ferrous Industries Limited. Both entities are described as wholly-owned subsidiaries in the disclosure.

The company has also referred to the merger scheme in earlier updates. In a separate corporate update tied to its quarterly performance, KFIL noted that its board had approved a merger scheme with the same two wholly-owned subsidiaries. The disclosures in the provided text do not include further operational rationale or financial impact of the merger.

Statutory and regulatory steps ordered

KFIL’s NCLT update highlights that the tribunal has required compliance actions before the matter proceeds to final hearing. The stated requirements include statutory notifications, newspaper publications, and notifications to regulatory authorities.

The company’s note explicitly references the Companies Act, 2013, as the framework under which these steps are to be carried out. Based on the disclosure, the next formal milestone in the merger process is the final hearing listed for May 15, 2026.

Interim dividend details for FY2025-26

KFIL has declared an interim dividend of ₹3 per equity share for FY2025-26. The company described this as representing a 60% payout rate. The board approved the interim dividend on February 10, 2026.

The record date for determining eligible shareholders is February 16, 2026. The company stated that eligible shareholders will receive payments on or before March 6, 2026, using electronic payment modes approved by the Reserve Bank of India.

The disclosure also notes that each equity share has a face value of ₹5.00.

Q3FY26 update ahead of February 11 call

KFIL released its Q3FY26 presentation ahead of an investor conference call scheduled for February 11. In that presentation, the company reported revenue of ₹1,589.9 crore and an EBITDA margin of 11.5%.

The company’s event schedule referenced an “Earnings presentation” on February 11, 2026, and an “Earnings release - Q3 2026” on February 10, 2026. The same day also included a board meeting, consistent with the sequence typically seen around quarterly result approvals.

Recent quarterly and annual performance pointers

Beyond Q3FY26, the provided information includes performance highlights from other periods. KFIL reported Q1 financial results with revenue of ₹1,685.05 crore and net profit of ₹95.77 crore. The same update stated that the company’s board approved a merger scheme with its wholly-owned subsidiaries.

For Q4 results disclosed on May 9, 2025, the company reported revenue of ₹1,740 crore, described as up 13.73% year-on-year. EBITDA was reported at ₹199 crore, up 10.56%, while net profit was ₹95.6 crore, reflecting a 116.29% increase, based on the release cited in the provided text.

These figures are presented as reported in the disclosures, without additional breakdowns in the provided material.

Capital base and corporate actions

The company stated that its issued, subscribed, and paid-up share capital has increased to ₹82.43 crore. It also stated a total of 16,48,55,383 equity shares.

Separately, KFIL scheduled a conference call on November 7, 2025, to discuss its unaudited financial results for the quarter and six months ended September 30, 2025. The company’s separate notice for the same call specified the timing as 3:30 p.m. IST and said the call was intended for investors and analysts.

Fund-raising and governance resolutions

The disclosures also refer to shareholder and board resolutions on governance and funding flexibility. At an AGM conducted via video conferencing, KFIL reported participation from 70 shareholders out of 106,695 total shareholders.

Among the approved items, the company appointed M. J. Risbud & Co as Secretarial Auditor for five years. The AGM approvals also included adoption of financial statements, dividend confirmation, reappointment of Mr. Rahul Chandrakant Kirloskar as Director, ratification of Cost Auditor remuneration, and authority for the board to raise funds up to ₹1,000 crore through Non-convertible Debentures.

The Q4 FY25 update also stated that the company planned to seek shareholder approval for raising up to ₹1,000 crore in funds.

Market snapshot and key dates

A market snapshot in the provided text shows Kirloskar Ferrous Industries at ₹434.95, down 1.17%, with the timestamp displayed as Apr 28, 2026. The same broader dataset also lists the stock’s 52-week range as ₹423.00 to ₹730.00 (as on Sep 16, 2025) in the provided excerpt.

Key disclosed facts at a glance

Why it matters for investors

The NCLT admission and the scheduled final hearing date provide a clearer procedural timeline for KFIL’s proposed merger of wholly-owned subsidiaries. Because the tribunal order also specifies statutory notifications, investors typically track whether such compliance steps are completed on time, as they can influence the pace at which a scheme reaches its next hearing.

On the operating side, the company’s Q3FY26 disclosure points to revenue of ₹1,589.9 crore with an EBITDA margin of 11.5%, and it positioned the presentation ahead of a scheduled investor call. Together with previously disclosed Q1 and Q4 figures, the updates give investors periodic reference points on revenue and profitability across quarters, although the provided text does not include segment details or a bridge explaining quarter-to-quarter movement.

The interim dividend announcement adds another data point for shareholders around payouts and timelines, with the record date and payment window specified. Separately, the stated board authority to raise up to ₹1,000 crore via non-convertible debentures is a relevant corporate finance disclosure, because it signals an approved route for potential debt issuance, subject to company action and necessary approvals.

Conclusion

KFIL’s recent disclosures combine corporate restructuring progress and routine capital market communication. The NCLT Mumbai order dated April 16, 2026, admitting the merger petition and setting a final hearing on May 15, 2026, is the key procedural update on the scheme involving Oliver Engineering and Adicca Energy Solutions.

In parallel, the company has disclosed Q3FY26 revenue of ₹1,589.9 crore with an EBITDA margin of 11.5% and announced an interim dividend of ₹3 per share for FY2025-26, with the record date on February 16, 2026, and payment on or before March 6, 2026. The next confirmed step on the merger track is the May 15, 2026 NCLT hearing, alongside continued scheduled investor and board engagements referenced in the company’s event calendar.