Key Details

Symbol (NSE): Not Specified

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of Kothari Sugars and Chemicals Limited (Transferor Company) with and into Kothari Petrochemicals Limited (Transferee Company)

Entities Involved:

  • Transferor Company: Kothari Sugars and Chemicals Limited (KSCL)
  • Transferee Company: Kothari Petrochemicals Limited (KPL)
  • Resulting Company: Kothari Petrochemicals Limited

Share Entitlement Ratio: 1 (One) fully paid-up equity share of ₹10 each of Kothari Petrochemicals Limited shall be issued and allotted for every 5 (Five) fully paid-up equity shares of ₹10 each held in Kothari Sugars and Chemicals Limited

Implied Capital Structure Impact:

  • Post-scheme share capital of Transferee Company increases from 5,88,46,400 shares to 7,54,23,116 shares
  • Transferor Company's shares stand cancelled and extinguished
  • Authorized share capital of Transferor Company transfers to Transferee Company
  • 1,000 equity shares held by Transferor Company in Transferee Company stand cancelled

Post-Allotment Listing Plan: Resulting entity (Kothari Petrochemicals Limited) will remain listed on National Stock Exchange of India Limited

Regulatory and Approval Status:

  • NCLT Chennai Bench approved meeting convening order dated 30 September 2026
  • Shareholder and creditor meetings scheduled for 13 November 2026
  • SEBI/Stock Exchange observations received via NSE letter dated 19 August 2026 (no adverse observations)
  • Scheme conditional upon NCLT sanction and other regulatory approvals

Effective Date: The last of the dates on which filing with Registrar of Companies of certified copies of NCLT sanctioned orders is made. Scheme operative from Effective Date but effective from Appointed Date.

Appointed Date: 1 April 2026

Financial Rationale:

  • Consolidate business interests and simplify group structure
  • Eliminate duplication of administrative, operational, regulatory, and compliance costs
  • Improve financial strength through combined balance sheet
  • Generate economies of scale and better resource utilization
  • Enable strategic growth initiatives and technological upgrades
  • Improve long-term value creation for stakeholders
  • Consolidate funds and resources for optimal capital allocation

Impact on Shareholders:

  • Shareholders of Transferor Company receive shares in Transferee Company at 1:5 ratio
  • Promoter shareholding in Transferee Company increases from 72.22% to 72.50% post-scheme
  • Public shareholding decreases from 27.78% to 27.50% post-scheme
  • NBK Real Estates Private Limited classified as promoter post-amalgamation
  • Transferor Company stands dissolved without winding up

Additional Information

Valuation Details:

  • Joint Valuation Report dated 19 May 2026 by KPMG Valuation Services LLP and Mr. S Sundar Raman
  • Fairness Opinion dated 19 May 2026 by Saffron Capital Advisors Private Limited (SEBI Regn. No. INM000011211)

Meeting Details:

  • Unsecured creditors meeting: 13 November 2026 at 4:30 PM via video conferencing
  • Remote e-voting period: 10 November 2026 (9:00 AM) to 12 November 2026 (5:00 PM)
  • Cut-off date for eligibility: 31 July 2026
  • Quorum requirement: 20 unsecured creditors

Financial Position (as of 31 July 2026):

  • Transferee Company unsecured creditors: ₹36,09,82,108
  • Secured creditors: Nil

Board Approvals:

  • Both companies' boards approved Scheme on 19 May 2026
  • Audit Committees and Independent Directors Committees recommended Scheme

Document Availability: All scheme documents available on company website at https://www.kotharipetrochemicals.com/investors/scheme-of-amalgamation