Description

NCLT approves merger of Mangalore Chemicals & Fertilisers Limited into Paradeep Phosphates Limited with share swap ratio of 187:100. Record date set for October 31, 2025.

Summary

BSE has announced the amalgamation of Mangalore Chemicals & Fertilisers Limited (Scrip Code: 530011) into Paradeep Phosphates Limited following approval by the Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench. The Composite Scheme of Arrangement provides for a share swap ratio where shareholders of Mangalore Chemicals will receive 187 fully paid-up equity shares of Rs. 10/- each of Paradeep Phosphates Limited for every 100 fully paid-up equity shares of Rs. 10/- each held in Mangalore Chemicals & Fertilisers Limited. Trading in Mangalore Chemicals shares will be suspended from October 31, 2025.

Key Points

  • NCLT Bengaluru Bench has approved the Composite Scheme of Arrangement for amalgamation
  • Mangalore Chemicals & Fertilisers Limited (Transferor Company) will merge into Paradeep Phosphates Limited (Transferee Company)
  • Share swap ratio: 187 equity shares of Paradeep Phosphates for every 100 equity shares of Mangalore Chemicals
  • Both companies have equity shares with face value of Rs. 10/- each
  • Record date fixed as October 31, 2025
  • Trading suspension in Mangalore Chemicals shares effective October 31, 2025 (Settlement No. DR-747/2025-2026)
  • Paradeep Phosphates Limited shares will be listed on BSE upon completion of requisite formalities

Regulatory Changes

This circular implements the NCLT-approved Composite Scheme of Arrangement (for Amalgamation) under the provisions of the Companies Act. The scheme results in the merger of Mangalore Chemicals & Fertilisers Limited into Paradeep Phosphates Limited, with the latter becoming the resulting entity.

Compliance Requirements

  • Trading members must note the suspension of trading in Mangalore Chemicals & Fertilisers Limited shares from October 31, 2025
  • Shareholders of Mangalore Chemicals need not take any action as shares will be automatically converted based on the record date
  • The resulting company (Paradeep Phosphates Limited) must complete requisite formalities for listing of newly allotted equity shares on BSE

Important Dates

  • Record Date: October 31, 2025 - Date to determine entitlement of Mangalore Chemicals shareholders to receive Paradeep Phosphates shares
  • Suspension/No Dealings Date: October 31, 2025 (Settlement No. DR-747/2025-2026) - Trading in Mangalore Chemicals shares suspended from this date
  • Circular Issue Date: October 27, 2025

Impact Assessment

High Impact Event: This amalgamation represents a complete corporate restructuring affecting all shareholders of Mangalore Chemicals & Fertilisers Limited. The share swap ratio of 187:100 indicates shareholders will receive 1.87 times the number of shares in the merged entity, suggesting a significant accretive transaction. Trading suspension from the record date means shareholders cannot exit their position through the market after October 31, 2025. The merger consolidates operations in the chemicals and fertilizers sector, potentially creating operational synergies. Investors holding Mangalore Chemicals shares will become shareholders of Paradeep Phosphates Limited automatically based on the prescribed ratio.

Impact Justification

Complete amalgamation of listed company with trading suspension from October 31, 2025. Shareholders receive 187 shares of Paradeep Phosphates for every 100 shares held in Mangalore Chemicals.