Mangalore Chemicals & Fertilizers Limited has informed the Exchange about Scheme of Arrangement
Awaiting price reaction for this filing.
The NCLT Bengaluru Bench has approved and sanctioned the second motion petition for the scheme of amalgamation between Mangalore Chemicals & Fertilizers Limited (MCFL, Transferor) and Paradeep Phosphates Limited (Transferee) via order dated September 24, 2025. Under the scheme, MCFL shareholders will receive 187 equity shares of Paradeep Phosphates (face value Rs. 10) for every 100 shares held in MCFL. The amalgamation Appointed Date is April 1, 2024. As an integral part of the scheme, identified MCFL shares will be transferred at Rs. 144 per share for an aggregate cash consideration of Rs. 418.14 crores, ensuring the existing promoter of Paradeep Phosphates retains over 50% control post-merger. The scheme was approved by 99.99% of public shareholders, 100% of secured creditors, and 100% of unsecured creditors. BSE and NSE had issued no adverse observation/no objection letters in February 2025, and CCI has also approved the scheme. The scheme will become effective only after NCLT Cuttack Bench approval and filing of certified orders with the Registrar of Companies.
MCFL shareholders stand to become shareholders of the larger combined Paradeep Phosphates entity at a 1.87x swap ratio. Once effective, MCFL will be dissolved and its listing will cease, while shareholders gain exposure to the combined fertilizer business. The share swap is pending final NCLT Cuttack approval before becoming operative.