Amalgamation/Merger

!) INDO BORAX & CHEMICALS LT~. Regd. Office: 302. 3rd Floor Link Rose Building, Linking Road. Santacruz (West), Mumbai - 4000~:3 ~~;a. Ph.: 022 26489142147 t 48 , Fax No. 022-26489143 • CIN: L24100MH 1980PLC Email : info@indoborax.com • Website : \11..VW.indoborax.com Date: zi« July, 2026 Listing Compliance Department Listing Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C/1, G Block, Dalal Street, Fort, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 001. Mumbai - 400 051. Scrip Code: 524342 Scrip Symbol: INDOBORAX Sub: Outcome of meeting of the Board of Directors of the Company held today i.e. Tuesday, 21•t July, 2026 Dear Sir/Madam, Pursuant to Regulations 30 read with Schedule ill of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we wish to inform you that the Board of Directors of the Company, at its meeting held today, i.e. Tuesday, 21s1 July, 2026, has inter alia, considered and approved the following matters: 1. Shifting of the Registered Office of the Company from 302, Link Rose, Linking Road, Santacruz (West), Mumbai - 400054, Maharashtra, India to 506, Tulsiani Chambers, 5th Floor, Nariman Point, Mumbai - 400021, Maharashtra, India, which is within the local limits of the same city and within the jurisdiction of the same Registrar of Companies, Mumbai I. 2. Scheme of Amalgamation of Wholly owned Subsidiary of the Company, viz., Indoborax Infrastructure Private Limited ("Transferor Company") with Indo Borax & Chemicals Limited (hereinafter referred to as the "Transferee Company" or the "Company" or "Indo Borax") and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules & regulations framed thereunder. The Scheme of Amalgamation is subject to necessary statutory and regulatory approvals, including approval of the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") and other regulatory authorities, as may be required in terms of the applicable provisions of the law. Pursuant to the specific exemption available for Amalgamation of Wholly owned Subsidiary with its holding company. in terms of the SEBI Listing Regulations, the Company is not required to obtain No-objection letter from the stock exchanges before filing such scheme with any court or NCLT. Further, the details required to be disclosed in terms of the SEBI Listing Regulations read with SEBI Master Circular, are enclosed as Annexure A. !) INDO BORAX & CHEMICALS LTD. Regd. Office: 302. 3rd Floor Link Rose Building, Linking Road, Santacruz (West), Mumbai - 400054, India. Ph.: 022 26489142 I 4 7 I 48 • Fax No. 022-26489143 • CIN : L24 l 00 MH 1980 PLC023 l 77 Email : info @indoborax.com • Website : u,..vw.indoborax.com The meeting of the Board of Directors commenced at 11.45 a.m. (ISf) and concluded at I 2 . 31:> pm (ISr). The Company will make necessary disclosures on any material developments in this regard from time to time. You are requested to kindly take the same on record. Yours sincerely, For Indo Borax & Chemicals Limited Pravin Chavan Company Secretary & Compliance Officer Membership No.: A16857 Encl.: As above INDO BORAX & CHEMICALS LTD. Regd. Office: 302. 3rd Floor Link Rose Building. Linking Road, Santacruz (West), Mumbai - 400054, India. Ph.: 022 26489142 I 47 I 48 • Fax No. 022-26'189143 • CIN: L24100MH 1980PLC023177 Email : info ~indoborax.com • Website : u.ww.indoborax.com AnnexureA The details as per Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular No. H0/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026: Sr. Particulars Description 1. Name of the entity(ies) Transferor Company was incorporated as a private forming part of the limited company under the erstwhile Companies Act, amalgamation/ merger, 1956 on 03rd December, 2009 in the State of details in brief such as, size, Maharashtra. The CIN of the Transferor Company as turnover etc. on date is U45400MH2009PTC197583. The Transferor Company is a Wholly owned Subsidiary of the Transferee Company. Transferee Company was originally incorporated as a private limited company under the erstwhile Companies Act, 1956 on the 23rd September, 1980 in the State of Maharashtra. Later Transferee Company was converted into Public Limited Company and a fresh Certificate of Incorporation dated June 7, 1984 was issued by the Registrar of Companies ("ROC"), Maharashtra. Pursuant to Section 23(1) of the Companies Act, 1956, the name of the Company was changed from Indo Borax and Chemicals Limited to Indo Borax & Chemicals Limited on 9th May, 1991. The CIN of the Transferee Company as on date is L24100MH1980PLC023177. Transferee Company is a listed company having its equity shares listed on BSE Limited and National Stock Exchange of India Limited. The Financial details of both the Companies are lnrovided in 'Exhibit l'. 2. whether the transaction Yes. The Transferor Company is a direct Wholly would fall within related owned Subsidiary of the Transferee Company and as party transactions? If yes, such the said companies are related party to each whether the same is done at other. arm's length. Further, in view of General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, the transactions arising out of compromises, arrangements and amalgamations under the Companies Act, 2013 are exempted from the l) INDO BORAX & CHEMICALS LTD. Regd. Office: 302. 3rd Aoor Unk Rose Building, Linking Road. Santacruz (West). Mumbai - 400054, India. Ph.: 022 26489142 I 47 148 • Fax No. 022-26489143 • CIN: L24100MH 1980PLC023177 Email : info@indoborax.com • Website : u..vw.indoborax.com requirements of Section 188 of the Companies Act, 2013. Additionally, in terms of Regulation 23(5)(b) of the SEBI Listing Regulations, any transaction entered into 'between a holding company and its Wholly owned Subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval, is exempted from the provisions of Regulation 23(2), (3) & (4) of the SEBI Listing Rezulations, 3. Area of business of the The Transferor Company is in the business of entity(ies) ~O!'!:'tr·-:a..:on of residential units & real estate activities. Transferee Company is in the business of Chemical products which include Boric Acid Technical Grade Powder & Granular, Boric Acid IP Grade (Indian Pharmacor oeia Grade), Di-Sodium Octa borate Tetrabvdrate (DOT) and Boron Oxide. 4. Rationale for Transferor Company is a Wholly owned Subsidiary of Amalgamation/ Merger the Transferee Company. The Scheme is proposed as a [part cf ccnsoltdation strategy within the Group. The oQ!e:ts / rationale of the proposed Scheme are as under: i. · i.ffici'e:tcy in business operations: The proposed amalgamation of the Transferor Company with the Transferee Company is expected to create greater efficiency due to pooling and more effective utilisation of the combined resources of the said companies, reduction in overheads, costs and expenses, economies of scale, elimination of duplication of work and rationalization and reduction of compliance requirements. ii. Management focus: The proposed amalgamation of .the Transferor Company with the Transferee Company will create concentrated management f~1:15 and integration with uniform management procedures and seamless implementation of policy changes. iii. Streamlining of group structure and benefit of combined resources: The proposed amalgamation will enable unified management and administration of the combined business under a INDO BORAX & CHEMICALS LTD. Regd. Office: 302. 3rd Floor Link Rose Building, Linking Road, Santacruz (West}, Mumbai - 400054, India. Ph.: 022 26489142147 148 • Fax No. 022-26489143 • CIN: L24100MH1980PLC023177 Email : info@indoborax.com • Website : INww.indoborax.com single corporate entity, re [Showing first 8,000 characters — download PDF for full document]