Demerger

Dated: 21st September, 2026 Bombay Stock Exchange Limited National Stock Exchange of India Limited Department of Corporate Services, Listing Department Phiroze Jeejee Bhoy Towers, Exchange Plaza,C-1, Block-G, Dalal Street, Mumbai-400001 Bandra-Kurla Complex, Mumbai 400051 Scrip Code: 537785 Symbol: RACE Subject: Intimation regarding receipt of Observation letter from the BSE Limited and National Stock Exchange of India Ltd. in relation to the Draft Composite Scheme of arrangement between Race Eco Chain Limited (“RACE/ Demerged Company”) and Geoeco Green Energy Limited (“GEOECO/ Resultant Company No. 1”) and Race Gateway Limited (“GATEWAY/ Resultant Company No. 2”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Ref.: Disclosure under Regulation 30 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”). Dear Sir/ Madam, We would like to inform you that the Company has received observation letter with “no adverse observations” from BSE Limited and National Stock Exchange of India Limited in relation to the Scheme. The copies of the said observation letters are enclosed herewith. The said letters will also be made available on the website of the Company at www.raceecochain.com. The Scheme remains subject to applicable regulatory and other approvals. We request you to take the above information on record and bring it to the notice of all concerned. Yours faithfully, Thanking you, Yours faithfully, For Race Eco Chain Limited Shiwati Company Secretary & Compliance Officer Encl: as above Regd. Office: Shop No. 37, Shanker Market, Connaught Place, Central Delhi, New Delhi110001 Corporate Office Address: A-115, Sector-136, Noida, Uttar Pradesh- 201304 Email: communications@raceecochain.com; Tel: 0120-4458215/9821002515; CIN: L37100DL1999PLC102506 Ref: NSE/LIST/52718 September 21, 2026 The Company Secretary Race Eco Chain Limited Dear Sir /Madam, Sub: Observation Letter for Draft Composite Scheme of arrangement between Race Eco Chain Limited (“RACE/ Demerged Company”) and Geoeco Green Energy Limited (“GEOECO/ Resultant Company No. 1”) and Race Gateway Limited (“GATEWAY/ Resultant Company No. 2”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. We are in receipt of the captioned draft scheme filed by Race Eco Chain Limited. Based on our letter reference no. NSE/LIST/52718 dated April 10, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Regulation 37 and 94 (2) and 94A (2) (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI vide its letter dated July 30, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Company shall ensure that the proposed Scheme of Arrangement is in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. b) The Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before the Hon’ble National Company Law Tribunal (“the NCLT”) and shareholders, while seeking approval of the scheme. c) The Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges. d) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular(s) issued on June 20, 2023 and ensure that the liabilities of Demerged Undertaking No. 1 i.e. Biomass Division of Race Eco (Demerged Entity) and Demerged Undertaking No. 2 i.e. Restore Bag Division of Race Eco are transferred to Geoeco Green Energy Limited (Geoeco/ Resultant Company No. 1) and Race Gateway Limited (Gateway/ Resultant Company No. 2) respectively. This Document is Digitally Signed Signed by: Shiwani Mundhra Date: Mon, Sep 21, 2026 13:56:32 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/52718 September 21, 2026 e) The Company shall ensure that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable. f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable. g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only. i) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document. j) The Company shall ensure that the entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s). k) The Company shall ensure that No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI. l) The Company shall ensure that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before the NCLT and the company is obliged to bring the observations to the notice of the NCLT. m) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme. n) The Company shall ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision – i. Small explanation of the scheme. ii. Need for the scheme, rationale of the scheme, synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme. iii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered and basis for arriving at the Share-Swap Ratio and This Document is Digitally Signed Rationale for using above methods. Signed by: Shiwani Mundhra Date: Mon, Sep 21, 2026 13:56:32 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/52718 September 21, 2026 iv. Latest financials of Race Eco, Geoeco, and Gateway not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement. v. Pre and Post scheme shareholding of Race Eco, Geoeco, and Gateway as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders. vi. Capital Build-up of Race Eco, Geoeco, and Gateway for last 3 years vii. Details of Revenue, PAT and EBIDTA of Race Eco, Geoeco, and [Showing first 8,000 characters — download PDF for full document]