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    ISMT/SEC/24-25 April 26, 2024

    Listing Department Corporate Relationship Department


    National Stock Exchange of India Ltd BSE Ltd
    Exchange Plaza, Plot No. C/1, G Block, Bandra PJ Towers, Dalal Street, Fort,
    Kurla Complex, Bandra (E), Mumbai-400001
    Mumbai-400051 (Scrip Code: 532479)
    (Symbol: ISMTLTD)

    Dear Sir / Madam,

    Subject: Update to the disclosure dated 5 November 2022 made in respect of the Scheme of Arrangement
    and Merger of ISMT Limited (‘Transferor Company’) with Kirloskar Ferrous Industries Limited
    (‘Transferee Company’) and their respective shareholders under Sections 230 to 232 and other
    applicable provisions of the Companies Act, 2013 ("Scheme")

    Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
    2015 and in continuation of and as an update to the previous communication vide the letter No.
    ISMT/SEC/23-24 dated 18 January 2024; this is to inform you that a Joint Company Scheme Petition
    (C.P.(CAA)/57(MB)2024) (“Company Petition”) was filed earlier along with Kirloskar Ferrous Industries
    Ltd.(“KFIL”) as the other Petitioner Company before the Hon’ble National Company Law Tribunal,
    Mumbai (‘NCLT’) under with Sections 230 to 232 and other applicable provisions of the Companies Act,
    2013 and the Orders dated 4 January 2024 and 16 January 2024 passed in CA (CAA) No. 238 of 2023.

    The NCLT has passed an Order dated 10 April 2024 (which has been uploaded on the website of NCLT
    on 26 April 2024) stating that the final hearing in the Company Petition will be held on 17 May 2024 and
    further directing ISMT and KFIL, to inter-alia, serve fresh notice of final hearing in the Company
    Petition to the authorities mentioned in the Order and to publish the notice of final hearing of the Petition
    in the newspapers. A copy of the said Order is enclosed herewith for reference.

    You are requested to take the same on record.

    Thanking you,

    Yours faithfully,
    For ISMT Limited
    Digitally signed by
    EKTARE EKTARE NISHIKANT
    NISHIKANT BALAKRISHNA
    BALAKRISHNA Date: 2024.04.26
    22:25:30 +05'30'

    Nishikant Ektare
    Managing Director
    Encl: As above
    NATIONAL COMPANY LAW TRIBUNAL
    COURT ROOM NO. 1,
    MUMBAI BENCH
    Item No. 12
    C.P.(CAA)/57(MB)2024 IN C.A.(CAA)/238(MB)2023
    CORAM:
    SH. PRABHAT KUMAR JUSTICE VIRENDRASINGH BISHT (Retd.)
    HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)
    ORDER SHEET OF THE HEARING ON 10.04.2024
    NAME OF THE PARTIES: ISMT LIMITED

    Section 230-232 OF THE COMPANIES ACT, 2013


    ________________________________________________________________
    ORDER

    1. Mr. Hemant Sethi, Ld. Counsel for the Petitioner present.


    2. The present petition is filed as a joint company scheme petition by ISMT
    Limited (hereinafter referred to as the “First Petitioner Company” or the
    “Transferor Company” as the context may admit) and Kirloskar Ferrous
    Industries Limited (hereinafter referred to as the “Second Petitioner
    Company” or the “Transferee Company” as the context may admit)
    seeking sanction to the Scheme of Arrangement and Merger of the First
    Petitioner Company with the Second Petitioner Company and their
    respective shareholders (hereinafter referred to as the “Scheme”).
    3. The present joint company scheme petition (“Company Petition”) is filed
    in consonance with Sections 230 to 232 and other applicable provisions of
    the Companies Act, 2013 and the Orders dated January 4, 2024 and January
    16, 2024 passed in CA (CAA) No.238 of 2023.
    4. As per the directions of the Tribunal in the said Orders, the respective
    Chairperson appointed by the Tribunal caused the First Petitioner
    Company and the Second Petitioner Company to publish advertisements
    convening the meeting of their equity shareholders in the Financial Express
    (all India editions) in English language and Marathi translation thereof in
    Loksatta (Pune edition). The respective Chairperson of the meetings have
    filed their respective Affidavits of Service of the notices of the meetings of
    equity shareholders of the First Petitioner Company and the Second
    Petitioner Company.

    5. As per the directions of the Tribunal in the said Orders, the Petitioner
    Companies have inter alia duly served the notices to their respective
    secured creditors and unsecured creditors within the specified threshold
    and to the statutory/ regulatory authorities. The Petitioner Companies have
    filed their respective Affidavits of Service in this regard.
    6. The meetings of the equity shareholders of the Petitioner Companies were
    duly convened and held. The respective Chairperson and Scrutinizer
    appointed by the Tribunal for the said meetings have filed their respective
    reports. As per the said reports, the respective equity shareholders (which
    includes public shareholders) of the First Petitioner Company (Transferor
    Company) and the Second Petitioner Company (Transferee Company)
    have approved the Scheme with requisite statutory majority.

    7. The Learned Counsel for the Petitioners submits that, as per the directions
    of the Tribunal in the said Orders, the First Petitioner Company has filed
    its Affidavit informing the Tribunal that (i) there are no pending IBC cases
    or litigation pending against the First Petitioner Company which would
    have a material impact on the Scheme; (ii) there are no margin money
    furnished by the First Petitioner Company; and (iii) there are no corporate
    guarantees or performance guarantees furnished by the First Petitioner
    Company. Further, the First Petitioner Company vide the said affidavit has
    submitted the details of its contingent liabilities and letters of credit.

    8. The Second Petitioner Company has filed its Affidavit informing the
    Hon’ble Tribunal that (i) there are no corporate guarantees or performance
    guarantees furnished by the Second Petitioner Company; and (ii) there are
    no pending IBC cases or litigation pending against the Second Petitioner
    Company which would have a material impact on the Scheme. Further, the
    Second Petitioner Company vide the said affidavit has submitted the details
    of its contingent liabilities, letters of credit and margin money.

    9. The Petitioner Companies have not received any representations from any
    of the authorities, except letter dated March 20, 2024 issued by the Office
    of the Official Liquidator, High Court, Bombay and the letter dated April
    4, 2024 from the office of the Regional Director, the Ministry of Corporate
    Affairs, Mumbai seeking certain information / documents from the First
    Petitioner Company. The First Petitioner Company is in the process of
    providing responses to the same.

    10. In view of the above, the present Company Petition seeking sanction to the
    Scheme is admitted with the following directions –

    (a) That the Petitioner Companies serve fresh notice of final hearing in the

    Company Petition, through registered post AD / Speed Post and/or


    Hand Delivery indicating the date fixed for final hearing of the
    Company Petition to:
    (i) The Regional Director (Western region), Ministry of Corporate
    Affairs, Mumbai;
    (ii) the Registrar of Companies, Pune;
    (iii) Income Tax Authority within whose jurisdiction the Petitioner
    Companies are assessed to tax;
    (iv) The Official Liquidator by the First Petitioner Company;
    (v) The Ministry of Corporate Affairs, New Delhi,
    (vi) The Securities and Exchange Board of India (SEBI),
    (vii) BSE Limited (BSE), and
    (viii) National Stock Exchange of India Limited (NSE) by the First
    Petitioner Company.
    (b) That the Petitioner Companies cause publication of the notice of final

    hearing of the Petition, at least 10 (ten) clear days before the date fixed
    for hearing, in Financial Express (All Editions) in English Language
    and Marathi translation thereof in Loksatta (Pune Edition) as per Rule
    16(1) of the Companies (Compromises, Arrangements and
    Amalgamations) Rules, 2016.
    11. The Petitioner Companies shall host the notice(s) of final hearing of the
    Company Petition with a copy of the Scheme on their respective websites,
    if any.
    12. The Petitioner Companies shall file an Affidavit of Service demonstrating
    compliance with the directions contained in this order at least 3 (three) days
    before the date fixed for final hearing of the Company Petition.

    13. List this matter for final hearing on May 17, 2024.

    Sd/- Sd/-
    PRABHAT KUMAR JUSTICE VIRENDRASINGH BISHT
    MEMBER (TECHNICAL) MEMBER (JUDICIAL)
    /NP/

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