Amalgamation/Merger

Kothari Sugars and Chemicals Limited Regd. Off: “Kothari Buildings”, No. 115 M G Salai, Nungambakkam, Chennai - 600 034. Phone: 044 - 35225526 / 5529. www.hckotharigroup.com/kscl Listing Department Oct 12, 2026 National Stock Exchange of India Ltd. Exchange Plaza Bandra - Kurla Complex Bandra [E], Mumbai - 400 051 Dear Sirs, Stock Code - KOTARISUG Sub: Notice convening the meeting of the Unsecured Creditors of Kothari Sugars and Chemicals Limited in connection with the proposed Scheme of amalgamation of Kothari Sugars and Chemicals Limited (“KSCL” or “Transferor Company”) with and into Kothari Petrochemicals Limited (“KPL” or “Transferee Company”) and their respective shareholders and creditors (“Draft Scheme”) presented under Section 230-232 read with other applicable provisions of the Companies Act, 2013 (i) Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) and reference to our letter dated Oct 05, 2026, intimating the pronouncement of Order by the Hon’ble National Company Law Tribunal, Chennai Bench - 1 (“Hon’ble NCLT”), for convening of the respective meetings of the Equity Shareholders and Unsecured Creditors of KSCL and KPL on November 13, 2026, for the purpose of considering and, if thought fit, approving with or without modification(s) the amalgamation as given in the Scheme of Amalgamation. (ii) Further, we wish to inform that in pursuance of the said Order and as directed by the Hon’ble NCLT, vide its Order dated September 30, 2026, and in compliance with the applicable provisions of the Act and Listing Regulations, the NCLT convened meeting of the Unsecured Creditors of the Company will be held on Friday, the 13th day of November 2026 at 11.30 A.M through video conferencing (“VC”)/ other audio visual means (“OAVM”) to consider, and if thought fit, to pass the Resolution for approval of the Scheme by requisite majority, as prescribed under Section 230(6) of the Act & SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023. (iii) Please find enclosed a copy of the Notice convening the aforesaid meeting of the Unsecured Creditors of KSCL, together with the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI Listing Regulations, and applicable circulars issued by SEBI read with the Observation Letter issued by the Stock Exchange. (iv) The Company has entered into an arrangement with Central Depository Services (India) Limited (‘CDSL’) for facilitating e-voting through their e-voting platform i.e. www.evotingindia.com. The remote e-voting period begins on Tuesday, 10th November 2026 at 9.00 A.M and ends on Thursday, 12th November 2026 at 5.00 P.M. The cut-off date for reckoning the eligibility of the Unsecured Creditors for e-voting is Friday, 31st July 2026. Cont….2/- Sugar Units: CIN : L15421TN1960PLC004310 Unit - I: Kattur Post· 621 706, Lalgudi Taluk, Trichy Dist., Tamil Nadu. Phone: 0431·2541224 / 2541350, Fax: 0431-2541451 TIN No. : 33790460019 dt 1·1·2007 Unit - II: Sathamangalam Village, Vetriyur Post: 621 707. Ariyalur Dist., Tamil Nadu. Phone: 04329-320800 CST No. 24518 dt. 26·06·1961 GSTIN : 33AABCK2495F1ZP Kothari Sugars and Chemicals Limited Regd. Off: “Kothari Buildings”, No. 115 M G Salai, Nungambakkam, Chennai - 600 034. Phone: 044 - 35225526 / 5529. www.hckotharigroup.com/kscl ..(2).. (v) Notice of the meeting along with the explanatory statement has been sent to the Unsecured Creditors through electronic mode on Monday, 12th October 2026 to those whose e-mail appears in the records of the Company. (vi) Additionally, letters containing the web link, the exact path and QR Code to access the Notice, Explanatory Statement and annexures has been sent to Unsecured Creditors who have not registered their email addresses. (vii) Only those Unsecured Creditors whose names appear in the records of the Company as on Friday, July 31, 2026, being the Cut-Off date fixed for this purpose, shall be eligible to exercise their voting rights on the resolution. (viii) The Notice along with the Explanatory Statement and Annexures thereto, are also hosted on the Company’s website at: https://hckotharigroup.com/kscl/?q=node/133 (ix) Kindly take the same on your record and display the same on the website of the Stock Exchange. Thanking You, Yours faithfully for Kothari Sugars & Chemicals Limited R. Prakash Company Secretary & Compliance Officer Encl.: as above Sugar Units: CIN : L15421TN1960PLC004310 Unit - I: Kattur Post· 621 706, Lalgudi Taluk, Trichy Dist., Tamil Nadu. Phone: 0431·2541224 / 2541350, Fax: 0431-2541451 TIN No. : 33790460019 dt 1·1·2007 Unit - II: Sathamangalam Village, Vetriyur Post: 621 707. Ariyalur Dist., Tamil Nadu. Phone: 04329-320800 CST No. 24518 dt. 26·06·1961 GSTIN : 33AABCK2495F1ZP Kothari Sugars and Chemicals Limited CIN: L15421TN1960PLC004310 Regd. Off: “Kothari Buildings”, No. 115 M G Salai, Nungambakkam, Chennai - 600 034. Phone: 044 - 35225526 / 5529. E-mail: secdept@hckgroup.com / ksclcs@hckgroup.com Website: www.hckotharigroup.com/kscl NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF KOTHARI SUGARS AND CHEMICALS LIMITED (PURSUANT TO THE ORDER PASSED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH (COURT I) CHENNAI DATED 30th SEPTEMBER 2026) Meeting Day Friday Date 13th November 2026 Time 11.30 A.M Mode of meeting Through video conferencing/ other audio-visual means (“VC/OAVM”) Cut-off date for e-voting 31st July 2026 Remote e-voting start date and time Tuesday, 10th November 2026 at 9.00 A.M Remote e-voting end date and time Thursday, 12th November 2026 at 5.00 P.M I N D E X Contents Annexure No. 1. Notice convening meeting of the unsecured creditors of Kothari Sugars - and Chemicals Limited 2. Explanatory statement under Sections 230 and 232 read with Section 102 - and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 3. Order of the Hon’ble National Company Law Tribunal, Division Bench, Annexure 1 (Court I), dated 30th September 2026 4. Certified true copy of the Scheme Annexure 2 5. Audited financial statements of the Transferor Company for the period Annexure 3 ended 31st March 2026. 6. Unaudited financial results of the Transferor Company for the quarter Annexure 4 ended 30th June 2026 7. Audited financial statements of the Transferee Company for the period Annexure 5 ended 31st March 2026. 8. Unaudited financial results of the Transferee Company for the quarter Annexure 6 ended 30th June 2026 9. Reports adopted by the Board of Directors of the Transferor Company and Annexure 7 the Transferee Company pursuant to Section 232(2)(c) of the Act. 10. Joint Valuation Report dated 19th May 2026 issued by KPMG Valuation Annexure 8 Services LLP and Mr. S Sundar Raman the independent registered valuers for the proposed Scheme. Contents Annexure No. 11. Fairness Opinion dated 19th May 2026, issued by Saffron Capital Advisors Annexure 9 Private Limited, an Independent SEBI registered (Category-I) Merchant Banker on the share exchange ratio for the proposed Scheme. 12. Report of the Audit Committee of the Transferor Company on the Scheme. Annexure 10 13. Certificate from the statutory auditors of the Transferee Company to the Annexure 11 effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. 14. Observation Letter issued by NSE dated 19th August 2026 jointly to the Annexure 12 Transferor Company and Transferee Company. 15. Compliance Report dated 29th May 2026 and Complaint Report dated 26th Annexure 13.1 June 2026 submitted by the Transferor and Transferee Company & 13.2 respectively to NSE. 16. Additional documents (as per observation l [Showing first 8,000 characters — download PDF for full document]