Amalgamation/Merger

Kothari Kothari Petrochemicals Limited Regd. off.: "Kothari Building", No.115, M.G.Salai, Nungambakkam, Chennai -600 034. PETROCHEMICALS LTD Phone : 044-35225500 / 501, www.kotharipetrochemicals.com G R O U P To August 19, 2026 Manager - Listing Compliance National Stock Exchange of India Limited 'Exchange Plaza'. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai -400 051 Symbol: KOTHARIPET Dear Sir / Madam, Sub: Intimation pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") of receipt of Observation Letter conveying "no objection" from National Stock Exchange of India 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 1. This is with reference to our letter dated May 19, 2026, intimating the approval of the Board of Directors of the Company to the Scheme, subject to receipt of applicable regulatory and other approvals. 2. The application under Regulation 37 of SEBI LODR Regulation with the National Stock Exchange of India Limited has been filed by the Company seeking no objection to the scheme. 3. In this regard, we are pleased to inform you that the Company has received the observation letter conveying "no objection" from the National Stock Exchange of India Limited dated August 19, 2026, in relation to the Scheme. 4. The Scheme remains subject to the receipt of necessary statutory and regulatory approvals as may be required under the applicable laws, including the approvals of the respective shareholders and creditors of the companies involved in the Scheme, and the jurisdictional National Company Law Tribunal. 5. Copy of the aforesaid observation letter is enclosed herewith and also made accessible on the Company's website at https://www.kotharipetrochemicals.com/investors/scheme of-amalgamation/ nt. ... .2/- Plant: CIN: L1 1101TN1989PLC017347 TIN No. : 33523881406 1/2-B 33/5 Sathangadu Village, Manali, Chennai • 600 068, India, Phone +914425941308 / 309, Fax +91442594 1524 CST No. 217771 / dt. 20-12-1999 GSTIN: 33AAACK1347H1ZX HQC.io Kotharl Kothari Petrochemicals Limited Regd. off.: "Kothari Building", No.115, M.G.Salai, Nungambakkam, Chennai • 600 034. PETROCHEMICALS LTD Phone : 044-35225500 / 501, www.kotharipetrochemicals.com G R O U P .. (2) .. Kindly acknowledge and take this in your records. Thanking You, Yours faithfully for Kothari Petrochemicals Limited K. Priya Company Secretary & Compliance Officer Encl: as above Plant : CIN: L1 1101TN1989PLC017347 TIN No. : 33523881406 1/2-B 33/5 Sathangadu Village, Manali, Chennai • 600 068, India, Phone +914425941308 / 309, Fax +91 44 2594 1524 CST No. 217771 / dt. 20-12-1999 GSTIN: 33AAACK1347H1ZX Ref: NSE/LIST/55527/55528 August 19,2026 The Company Secretary The Company Secretary Kothari Sugars and Chemicals Limited Kothari Petrochemicals Limited Dear Sir/Madam, Sub: Observation Letter for draft Scheme of Amalgamation between 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, presented under Section 230-232 read with other applicable provisions of the Companies Act, 2013. We are in receipt of the captioned draft scheme filed by Kothari Sugars and Chemicals Limited and Kothari Petrochemicals Limited. Based on our letter reference no. NSE/LIST/55527/55528 dated July 14, 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 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI vide its letter dated August 18, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Companies shall ensure that the listed entities disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the listed entities, their promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme. b) The Companies shall ensure that additional information, if any, submitted by the listed entities after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed companies and the stock exchanges. c) The Companies shall ensurecompliance 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 and ensure that all the liabilities of Transferor Company are transferred to Transferee Company. d) The Companies 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. e) The Companies shall ensure that the financials in the scheme including financials considered for valuation report are not older than 6 months old. This Document is Digitally Signed Signed by: Khyati Vidwans Date: Wed, Aug 19, 2026 14:51:50 IST Location: NSE (cid:18)(cid:381)(cid:374)(cid:410)(cid:349)(cid:374)(cid:437)(cid:258)(cid:410)(cid:349)(cid:381)(cid:374)(cid:3)(cid:94)(cid:346)(cid:286)(cid:286)(cid:410) Ref: NSE/LIST/55527/55528 August19, 2026 f) The Companies shall ensurethat the details of the proposed scheme under consideration as provided by the listed entities to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. g) The Companies shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only. h) The Companies shall ensure that the “Scheme” shall be acted upon subject to the listed entities complying with the relevant clauses mentioned in the scheme document. i) The Companies 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. j) The Companies shall ensure that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the entities areobliged to bring the observations to the notice of NCLT. k) The Companies shall ensure to comply with allthe applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme. l) The Companies 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. Details of assets, liabilities, net worth and revenue, PAT and EBITDA of the companies involved, pre and post scheme and also for last 3 financial years. ii. Impact of scheme on revenue generating capacity of Transferee Company. iii. Need and Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme. iv. Value of assets and liabilities of Transferor Company that are being transferred to Transferee Company and post-scheme balance sheet of the Transferee Company. v. Details/ facts about the valuation including details of the Registered Valuer issuing Valu [Showing first 8,000 characters — download PDF for full document]