True Colors Limited has informed BSE Limited of the receipt of an observation letter dated May 14, 2026, pertaining to its proposed Scheme of Amalgamation (Merger by Absorption) wherein Inkia Inks Private Limited serves as the Transferor Company and True Colors Limited serves as the Transferee Company. The development follows the company's earlier communication dated December 01, 2025, in which the Board of Directors had approved the proposed scheme under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions.

BSE Observation Letter: Key Details

The observation letter was issued by BSE under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Regulation 94(2) of SEBI LODR Regulations, 2015. BSE has stated that it has no adverse observations with limited reference to matters bearing on listing, de-listing, and continuous listing requirements, thereby enabling True Colors Limited to file the scheme before the Hon'ble NCLT.

SEBI Comments on the Draft Scheme

SEBI, vide its letter dated May 14, 2026, provided several comments on the draft Scheme of Arrangement. These observations, communicated through BSE, outline specific disclosure and compliance requirements that the company must address. The key directives include:

• Disclosure of all ongoing adjudication, recovery proceedings, prosecution, and enforcement actions against the company, its promoters, and directors before NCLT and shareholders.
• Display of any additional information submitted after filing the scheme on the websites of the listed company and the stock exchanges.
• Compliance with SEBI circulars issued from time to time, including ensuring all liabilities of the Transferor Company are transferred to the Transferee Company.
• Inclusion of information pertaining to the unlisted company involved in the scheme in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018.
• Ensuring that financials in the scheme, including those considered for the valuation report, are not more than six months old.
• Prominent disclosure of the proposed scheme details in the notice sent to shareholders.
• Proposed equity shares, if any, to be issued under the scheme shall mandatorily be in demat form only.
• No changes to the draft scheme, except those mandated by regulators, authorities, or tribunals, shall be made without specific written consent of SEBI.
• Observations of SEBI and stock exchanges shall be incorporated in the petition filed before NCLT.
• Compliance with all applicable provisions of the Companies Act, 2013, including obtaining consent from creditors.

Additional Disclosure Requirements for Shareholders

SEBI has also directed the company to ensure additional disclosures to public shareholders as part of the explanatory statement accompanying the resolution to be forwarded for approval under Sections 230 to 232 of the Companies Act, 2013. These disclosures are intended to enable shareholders to take an informed decision and include:

• Impact of the scheme on the revenue-generating capacity of the Transferee Company.
• Need, rationale, synergies, impact on shareholders, and cost-benefit analysis of the scheme.
• Valuation Report and any addendum or clarification issued by a Registered Valuer.
• Projections considered for valuation along with justification for growth rates.
• Value of assets and liabilities of the Transferor Company being transferred.
• Details of Revenue, PAT, and EBITDA of all companies involved in the scheme for the last three years, along with audited financials.
• Latest financials of entities involved, not older than six months from the date of the No Objection Certificate (NOC) of the stock exchange.
• Undertaking regarding the association of promoters and promoter group with public shareholders.
• Status of NOC from lending scheduled commercial banks, financial institutions, and debenture trustees.
• Conditions imposed by lenders, if any, and their impact on the scheme.
• Details of shareholders of the Transferor Company and their classification as Promoters and Public shareholders in the Transferee Company post-scheme.
• Pre- and post-scheme shareholding of both companies as on the date of the notice of the shareholders' meeting.
• Disclosure of all pending actions against entities involved in the scheme, their promoters, directors, and KMPs, and the possible impact on the Transferee Company.

Regulatory Clarifications and Next Steps

BSE has clarified that the submission of documents to SEBI or the exchange shall not be deemed as clearance or approval by SEBI or the exchange. SEBI and the exchange do not take responsibility for the financial soundness of any scheme or the correctness of statements made in submitted documents. The observation letter is valid for six months from May 14, 2026, within which the scheme must be submitted to the NCLT. BSE also reserves the right to withdraw its 'No adverse observation' if information submitted is found to be incomplete, incorrect, misleading, or false, or in case of any contravention of applicable rules and regulations.

The scheme remains subject to various statutory and regulatory approvals, as well as approvals from the respective shareholders and creditors of the companies involved. The observation letter has been made available on the company's website at www.truecolorsgroup.com .

True Colors Limited (formerly known as True Colors Private Limited), headquartered in Surat, Gujarat, has successfully concluded its postal ballot e-voting process, with all three resolutions passed with requisite majority on May 09, 2026 — the last date for e-voting. The voting was conducted exclusively through remote e-voting via Bigshare Services Private Limited, pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The postal ballot notice was dated April 08, 2026, and the e-voting window was open from April 10, 2026 (9:00 A.M.) to May 09, 2026 (5:00 P.M.).

Resolutions Placed Before Shareholders

The company sought shareholder approval on three agenda items — two special resolutions and one ordinary resolution. The following table summarises the resolutions put to vote:

Voting Participation and Record Date

As of the cut-off date of April 03, 2026, the total number of shareholders on record stood at 1,592, with total outstanding shares of 2,46,54,600. Across all three resolutions, a total of 17,735,878 votes were polled out of 24,654,600 shares held, representing 71.9374% of outstanding shares. The promoter and promoter group were not identified as interested parties in any of the three resolutions.

Resolution-Wise Voting Results

The scrutinizer's report, submitted by Shubham Agarwal, Proprietor of M/s. CSA & Associates, Practicing Company Secretaries, confirmed the approval of all resolutions. The detailed voting outcomes for each resolution are presented below.

Resolution 1 — Alteration of Object Clause (Special Resolution)

• Members voted in favour: 30 | Valid votes cast in favour: 1,77,32,278 (99.98%)
• Members voted against: 02 | Valid votes cast against: 3,600 (00.02%)
• Invalid votes: 0

Result: Special Resolution No. 1 declared Approved.

Resolution 2 — Increase in Borrowing Powers (Special Resolution)

• Members voted in favour: 29 | Valid votes cast in favour: 1,77,31,078 (99.97%)
• Members voted against: 03 | Valid votes cast against: 4,800 (00.03%)
• Invalid votes: 0

Result: Special Resolution No. 2 declared Approved.

Resolution 3 — Ratification of Remuneration of Cost Auditor (Ordinary Resolution)

• Members voted in favour: 29 | Valid votes cast in favour: 1,77,31,078 (99.97%)
• Members voted against: 03 | Valid votes cast against: 4,800 (00.03%)
• Invalid votes: 0

Result: Ordinary Resolution No. 3 declared Approved.

Scrutinizer's Summary and Compliance

The scrutinizer's consolidated report confirmed the approval status of all resolutions as follows:

The scrutinizer's report was submitted by Shubham Agarwal (M. No.: 73253; C.P. No.: 28088) of CSA & Associates, Company Secretaries, New Delhi, dated May 11, 2026. The votes were unblocked on May 09, 2026 after the conclusion of the voting period in the presence of two independent witnesses. The voting results and the scrutinizer's report have been uploaded on the company's website at www.truecolorsgroup.com and on the website of Bigshare Services Private Limited at www.ivote.bigshareonline.com .