Please find attached the copy of the order passed by the Hon''ble NCLT, Bengaluru bench approving the Composite Scheme of Arrangement
Awaiting price reaction for this filing.
The NCLT Bengaluru Bench has approved the Composite Scheme of Arrangement between Mangalore Chemicals & Fertilizers Ltd (MCFL, the Transferor) and Paradeep Phosphates Ltd (PPL, the Transferee) on September 24, 2025. Under the scheme, MCFL will amalgamate into PPL with a swap ratio of 187 PPL equity shares for every 100 MCFL shares held. As an integral part of the scheme, identified shares will be transferred at Rs. 144 per share for a total cash consideration of INR 418.14 crores, ensuring PPL's existing promoter retains over 50% control post-merger. The appointed date for the amalgamation is April 1, 2024. The scheme had earlier received 99.99% approval from public shareholders, 100% from secured creditors, and 100% from unsecured creditors in meetings held on June 16, 2025. BSE, NSE, and CCI had also given their no-objection/approvals earlier.
MCFL shareholders will receive 1.87 PPL shares for every MCFL share held, effectively becoming shareholders of Paradeep Phosphates Ltd once the merger is completed. The stock may see reduced trading liquidity as MCFL will eventually be delisted. The scheme still requires the NCLT Cuttack Bench order and filing of certified copies with the Registrar of Companies before becoming effective.