Ducol Organics & Colours Limited has scheduled an Extra-Ordinary General Meeting (EGM) on Friday, June 05, 2026, at 2:00 PM (IST), to be held through video conferencing (VC) / other audio-visual means (OAVM). The meeting seeks shareholder approval for the issuance of equity shares on a preferential basis through a share swap, as part of a strategic acquisition of a stake in M/s. Xchem Polymer India Private Limited (XPIPL). The Board of Directors approved the proposal at its meeting held on Monday, May 11, 2026.

Proposed Preferential Allotment via Share Swap

The company proposes to issue up to 17,64,697 (Seventeen Lakh Sixty Four Thousand Six Hundred and Ninety Seven) equity shares of face value Rs. 10/- each, at an issue price of Rs. 170/- per share, for consideration other than cash. These shares will be issued to the shareholders of XPIPL as full discharge of the total purchase consideration of up to Rs. 29,99,98,600/- (Rupees Twenty-Nine Crore Ninety-Nine Lakh Ninety-Eight Thousand and Six Hundred Only) payable by the company for the acquisition of up to 8,36,000 (Eight Lakh Thirty-Six Thousand) fully paid-up equity shares of face value Rs. 10/- each of XPIPL.

The proposed allottees, belonging to the Public category, are as follows:

Issue Price and Relevant Date

The relevant date for determining the minimum issue price has been fixed as Wednesday, May 06, 2026, being 30 days prior to the EGM date. The minimum issue price as computed under Regulation 164 of the SEBI ICDR Regulations, 2018 is Rs. 120.94/- per equity share, being the higher of:

• Rs. 120.93/- — average of 90 trading days volume weighted average price (VWAP) preceding the relevant date
• Rs. 120.94/- — average of 10 trading days VWAP preceding the relevant date

A valuation report obtained from Nitish Chaturvedi, Registered Valuer (IBBI Registration No.: IBBI/RV/03/2020/12916), also determined the value at Rs. 120.94/- per equity share. The Board has decided to issue equity shares at Rs. 170/- per share, which is higher than the minimum price determined under applicable regulations.

Shareholding Pattern: Pre and Post Issue

The proposed allotment will be made entirely to the Public category. The following table summarises the expected change in shareholding structure:

Note: Pre-issue shareholding pattern is as on the latest BENPOS date, i.e., Friday, May 08, 2026. Post-issue shareholding structure may change depending upon any other corporate action in between.

Post-Issue Shareholding of Proposed Allottees

The individual post-issue shareholding of the proposed allottees is detailed below:

Strategic Rationale and Key Terms

The proposed acquisition of XPIPL, following Bitumag Industries, is stated to enable Ducol Organics and Colours to offer end-to-end waterproofing and construction chemical solutions, strengthening its position as an integrated solutions provider and accelerating diversification into high-growth, adjacent chemistries. The acquisition price for XPIPL shares has been set at Rs. 358.85/- per equity share.

Key terms of the preferential allotment include:

• Subscription shares will be fully paid-up and rank pari-passu with existing equity shares in all respects from the date of allotment
• Allotment shall be completed within 15 days from the date of receipt of members' approval, or within 15 days from the receipt of the last regulatory approval, whichever is applicable
• Shares will be allotted in dematerialised form and listed on the stock exchange where existing equity shares are listed
• Subscription shares will be subject to lock-in as prescribed under Chapter V of the SEBI ICDR Regulations
• No partly paid-up shares shall be issued
• None of the Promoters, Directors, Key Management Personnel, or Senior Management intend to subscribe to the offer
• There will be no change in control or management of the company as a result of this preferential issue

E-Voting and EGM Procedure

The remote e-voting window opens on Tuesday, June 02, 2026 at 09:00 AM (IST) and closes on Thursday, June 04, 2026 at 05:00 PM (IST). The cut-off date for determining voting rights is Friday, May 29, 2026. Bigshare Services Private Limited has been appointed as the e-voting agency, and Mr. Deep Shukla (Membership No. FCS 5652) of M/s. Deep Shukla & Associates has been appointed as the Scrutinizer. The EGM notice has been dispatched electronically to members whose email addresses are registered as on May 11, 2026, and is available on the company's website at www.ducol.com .