The Board of Directors of Kothari Petrochemicals Limited has approved the Scheme of Amalgamation with Kothari Sugars and Chemicals Limited (KSCL). The merger, which aims to simplify the group structure, is subject to approvals from the National Stock Exchange, Securities and Exchange Board of India (SEBI), shareholders, creditors, and the National Company Law Tribunal.

Financial Details

Both entities are part of the HC Kothari group. The financial details for the companies as of March 31, 2026, are outlined below:

Rationale and Business Operations

The amalgamation is expected to eliminate duplication of administrative and operational costs while improving financial strength and generating economies of scale. KSCL is engaged in the manufacturing of sugar, industrial alcohol, and power co-generation, while Kothari Petrochemicals manufactures Polyisobutylene used in lubricants, fuel additives, and rubber manufacturing.

Share Exchange Ratio

The Scheme does not involve any cash consideration. The share exchange ratio has been determined based on a valuation report from KPMG Valuation Services LLP and a fairness opinion from Saffron Capital Advisors Private Limited. The ratio is set at 1:5, meaning one fully paid-up equity share of Rs.10 each of Kothari Petrochemicals Limited will be issued for every five fully paid-up equity shares of Rs.10 each held in Kothari Sugars and Chemicals Limited.

Shareholding Pattern

The merger will alter the shareholding pattern of the transferee company. The pre-amalgamation shareholding of Kothari Petrochemicals Limited showed promoters holding 72.22% and the public holding 27.78%. Post-amalgamation, the promoter holding is expected to be 72.50%, while the public holding will be 27.50%.

Kothari Petrochemicals Limited has received declarations dated April 01, 2026, from its promoters under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, confirming that no encumbrance—either direct or indirect—was placed on their respective shareholdings in the company during the financial year 2025-2026. These declarations were addressed to the Listing Department of the National Stock Exchange of India Ltd. and the Chairman of the Audit Committee of Kothari Petrochemicals Limited.

Promoter-wise Declaration Details

The declarations cover multiple promoter entities and individuals, each confirming their shareholding position as on March 31, 2026, and affirming the absence of any encumbrance. The table below summarises the key details from each declaration:

Declaration by BHK Trading LLP

Arjun B. Kothari, Designated Partner (DIN: 07117816) of BHK Trading LLP, filed the declaration on behalf of the LLP, which held 3,62,28,812 shares in Kothari Petrochemicals Limited as on March 31, 2026. The declaration confirms that BHK Trading LLP has not created any encumbrance, directly or indirectly, on these shares during the financial year 2025-2026.

Declaration by Kothari Sugars and Chemicals Limited

R. Prakash, Company Secretary, filed the declaration on behalf of Kothari Sugars and Chemicals Limited, which held 1,000 shares in Kothari Petrochemicals Limited as on March 31, 2026. The company confirmed no encumbrance was made on these shares during the financial year 2025-2026.

Declarations by Individual Promoters

Three individual promoters also submitted their declarations confirming zero encumbrance on their respective holdings:

• Nina B. Kothari declared no encumbrance on her holding of 62,57,500 shares as on March 31, 2026.
• Arjun B. Kothari (in his individual capacity) declared no encumbrance on his holding of 9,593 shares as on March 31, 2026.
• Nayantara B. Kothari declared no encumbrance on her holding of 100 shares as on March 31, 2026.

Additionally, Anandita Kothari declared that she did not hold any shares in Kothari Petrochemicals Limited during the financial year 2025-2026, and therefore the question of encumbrance does not arise in her case.

Regulatory Context

These declarations are filed in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which mandates promoters and promoter group entities to submit annual declarations confirming the encumbrance status of their shareholdings in listed companies. All declarations were submitted to the National Stock Exchange of India Ltd. and the Audit Committee Chairman of Kothari Petrochemicals Limited.