Chembond Material Technologies Limited — Proxy Solicitation & Information Statement 2024

Nov 4, 2024

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SE/CS/2024-25/48

4[th ] November, 2024

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 Scrip Code – 530871

To, National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (W), Mumbai – 400 051 Scrip Code – CHEMBOND

Ref: ISIN: INE995D01025

Sub: Notice convening meeting of the Equity Shareholders of Chembond Chemicals Limited pursuant to the directions of the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai bench in respect to the proposed composite scheme of arrangement.

Dear Sir / Madam,

Pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, vide Order dated 11[th] October, 2024 and in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of National Company Law Tribunal convened meeting of Equity Shareholders of Chembond Chemicals Limited scheduled to be held on Friday, 6[th] December, 2024 at 11.00 a.m . (IST) through videoConferencing (“VC”) or other audio-visual means (“OAVM”) , for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement between Chembond Chemicals Limited (“Demerged Company”/ “Transferee Company”/ “Company”) and Chembond Chemical Specialties Limited (“Resulting Company”) and Chembond Clean Water Technologies Limited (“Transferor Company No. 1” or “CCWTL”) and Chembond Material Technologies Private Limited (“Transferor Company No. 2” or “CMTPL”) and Phiroze Sethna Private Limited (“Transferor Company No. 3” or “PSPL”) and Gramos Chemicals (India) Private Limited (“Transferor Company no. 4” or “GCIPL”) and their respective shareholders and creditors.

The aforesaid Notice has been dispatched to the shareholders of the Company on even date and the said Notice and the Explanatory Statement together with the accompanying documents are also available on the Company’s corporate website at www.chembondindia.com.

We request you to take the above on record.

Thanking You

Yours faithfully,

For CHEMBOND CHEMICALS LIMITED

Suchita Digitally signed by Suchita Hemantkumar Hemantkuma Singh Date: 2024.11.04 r Singh 19:55:40 +05'30' Suchita Singh Company Secretary

Encl: a/a

Chembond Chemicals Limited

EL-71 Mahape MIDC, Navi Mumbai 400710. INDIA T: +91 22 62643000 - 03 ● F: +91 22 27681294 www.chembondindia.com

CIN : L24100MH1975PLC018235

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CHEMBOND CHEMICALS LIMITED

CIN: L24100MH1975PLC018235

Registered Office

Chembond Centre, EL-71, Mahape MIDC, Navi Mumbai - 400 710, Maharashtra, India, Tel: +91 22 62643000 Fax: +91 22 27681294

Email: cs@chembondindia.com Website : www.chembondindia.com

NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF CHEMBOND CHEMICALS LIMITED

(Conducted pursuant to order dated October 11, 2024 passed by the Hon�ble National Company Law Tribunal, Mumbai Bench)

MEETING

MEETING
Day	Friday
Date	December 6, 2024
Time	11.00 a.m. (IST)
Mode of Meeting	Through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
E-voting during the Tribunal Convened Meeting	E-voting facility shall be available to the Equity Shareholders of the Company during the National Company Law Tribunal Convened Meeting of Equity Shareholders.
Deemed Venue	Chembond Centre, EL-71, Mahape MIDC, Navi Mumbai � 400 710 Maharashtra, India.

REMOTE E-VOTING

Commencing on	Sunday, December 1, 2024 at 9.00 a.m. (IST)
Ending on	Thursday, December 5, 2024 at 5.00 p.m. (IST)

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INDEX

SR NO.	CONTENTS	PAGE NO.
1	Notice of National Company Law Tribunal(�NCLT�)convened Meeting of the Equity Shareholders of Chembond Chemicals Limited (�Company� or �Demerged Company� or �Transferee Company�).	4
2	Explanatory Statement under Section 230(3), read with Section 102 of the Companies Act, 2013 and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	18
3	Annexure 1:Composite Scheme of Arrangement between Chembond Chemicals Limited (Demerged Company/ Transferee Company), Chembond Chemical Specialties Limited (Resulting Company), Chembond Clean Water Technologies Limited (Transferor Company No. 1), Chembond Material Technologies Private Limited (Transferor Company No. 2), Phiroze Sethna Private Limited (Transferor Company No. 3) and Gramos Chemicals (India) Private Limited (Transferor Company No. 4) and their respective shareholders under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder(�Scheme�).	92
4	Annexure 2A:Report adopted by the Board of Directors of the Demerged Company pursuant to the provisions of Section 232(2) (c) of the Companies Act, 2013.	159
5	Annexure 2B:Pre and Post demerger and arrangement (expected) capital structure and shareholding pattern of Demerged Company.	165
6	Annexure 2C:Copy of Audited Financial Statements for the year ended as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of the Demerged / Transferee Company.	167
7	Annexure 3A:Report adopted by the Board of Directors of Resulting Company pursuant to the provisions of Section 232(2) (c) of the Companies Act, 2013.	181
8	Annexure 3B:Pre and Post demerger and arrangement (expected) capital structure and shareholding pattern of Resulting Company.	187
9	Annexure 3C:Copy of Audited Financial Statements for the year ended as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of the Resulting Company.	190
10	Annexure 4A:Report adopted by the Board of Directors of Transferor Company No. 1 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	194
11	Annexure 4B:Copy of Audited Financial Statements for the year ended as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of Transferor Company No. 1.	199
12	Annexure 5A:Report adopted by the Board of Directors of Transferor Company No. 2 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	204
13	Annexure 5B:Copy of Audited Financial Statements for the year ended as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of Transferor Company No. 2.	209
14	Annexure 6A:Report adopted by the Board of Directors of Transferor Company No. 3 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	215
15	Annexure 6B:Copy of Audited Financial Statements for the year ended as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of Transferor Company No. 3.	220
16	Annexure 7A:Report adopted by the Board of Directors of Transferor Company No. 4 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	226

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SR NO.	CONTENTS	PAGE NO.
17	Annexure 7B:Copy of Audited Financial Statements for the year ended as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of Transferor Company No. 4.	230
18	Annexure 8A:Report of the Audit Committee of the Demerged Company.	236
19	Annexure 8B:Report of the Committee of the Independent Directors of Demerged Company.	244
20	Annexure 9:Board Resolution of the Demerged Company, Resulting Company, Transferor Company No. 1 and Transferor Companies at their respective Board Meetings held on December 12, 2023.	252
21	Annexure 10:Observation Letter dated August 13, 2024 issued by BSE Limited (�BSE�).	271
22	Annexure 11:Observation Letter dated August 14, 2024 issued by National Stock Exchange of India Limited (�NSE�).	276
23	Annexure 12:Note in respect of details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against any of the Companies and its Promoters and Directors.	281
24	Annexure 13A:Nil Complaint Report dated February 23, 2024 filed by the Company with BSE.	282
25	Annexure 13B:Nil Complaint Report dated March 12, 2024 filed by the Company with NSE.	283
26	Annexure 14:Value of assets and liabilities of the Demerged Company, Resulting Company, Transferor Company No. 1 and Transferor Companies and Demerged Undertaking that are being transferred to and post-merger balance sheet of Demerged Company and Resulting Company.	285
27	Annexure 15:The additional information to be submitted to SEBI as advised by BSE.	290
28	Annexure 16:The additional information to be submitted to SEBI as advised by NSE.	335
29	Annexure 17:The applicable information of the Resulting Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	368
30	Annexure 18:The applicable information of the Transferor Company No. 1 in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	378
31	Annexure 19:The applicable information of the Transferor Company No. 2 in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	389
32	Annexure 20:The applicable information of the Transferor Company No. 3 in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	401
33	Annexure 21:The applicable information of the Transferor Company No. 4 in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	412
34	Annexure 22:Valuation Report dated December 12, 2023 on the Share Exchange Ratio recommended by SSPA & Co.	422
35	Annexure 23:Fairness Opinion dated December 12, 2023, issued by Vivro Financial Services Private Limited, Category 1, Merchant Banker.	430

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

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BEFORE THE HON�BLE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH

COMPANY SCHEME APPLICATION NO. CA (CAA)/162/MB-I/2024

FORM CAA.2

Under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 along with applicable rules made thereunder including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

In the matter of the Companies Act, 2013

AND

In the matter of Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

AND

In the matter of Composite Scheme of Arrangement of Chembond Chemicals Limited (�Demerged Company� or �Transferee Company�), Chembond Chemical Specialties Limited (�Resulting Company�), Chembond Clean Water Technologies Limited (�Transferor Company No. 1� or �CCWTL�), Chembond Material Technologies Private Limited (�Transferor Company No. 2� or �CMTPL�), Phiroze Sethna Private Limited (�Transferor Company No. 3� or �PSPL�) and Gramos Chemicals (India) Private Limited (�Transferor Company No. 4� or �GCIPL�) and their respective shareholders

Chembond Chemicals Limited (CIN: L24100MH1975PLC018235) A Company incorporated under the provisions of the Companies Act, 1956 and having its current Registered Office at Chembond Centre, Plot No. EL-71, TTC Industrial Area, MIDC, Mahape, Navi Mumbai, Maharashtra, India � 400 710...... Transferee Company / Demerged Company / Applicant Company

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NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF CHEMBOND CHEMICALS LIMITED

(Conducted pursuant to order dated October 11, 2024 passed by the Hon�ble National Company Law Tribunal, Mumbai Bench)

To,

The Equity Shareholders of Chembond Chemicals Limited

Notice is hereby given that by order pronounced on October 11, 2024 (�Order�), the Mumbai Bench of the Hon�ble National Company Law Tribunal (�NCLT�) in the above mentioned Company Application has directed a meeting of the Equity Shareholders of the Transferee Company to be convened and held as on Friday, December 6, 2024 at 11.00 AM (IST) (�Tribunal Convened Meeting� / �Meeting�) through video conferencing or other audio-visual means (�VC/OAVM�) to be held for the purpose of considering, and if thought fit, approving with or without modification, the proposed Composite Scheme of Arrangement between Chembond Chemicals Limited (�Demerged Company� or �Transferee Company� or �Company�), Chembond Chemical Specialties Limited (�Resulting Company� or �CCSL�), Chembond Clean Water Technologies Limited (�Transferor Company No. 1� or �CCWTL�), Chembond Material Technologies Private Limited (�Transferor Company No. 2� or �CMTPL�), Phiroze Sethna Private Limited (�Transferor Company No. 3� or �PSPL�) and Gramos Chemicals (India) Private Limited (�Transferor Company No. 4� or �GCIPL�) and their respective shareholders (�Scheme�) pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (�the Act�). The Scheme, if approved by the equity shareholders of the Company, will be subject to subsequent approval of the Hon�ble Tribunal and such approvals, permissions and sanctions of regulatory and other authorities, as may be necessary.

Pursuant to the Order, the Meeting of the Equity Shareholders of the Company will be held through VC/OAVM in compliance with the provisions of the Act read with any other applicable provisions of the Act, along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (including any statutory modifications (s) or re-enactment(s) thereof, for the time being in force), applicable general circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (�SEBI Listing Regulations) read with the SEBI master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (�SEBI Scheme Circular�) and SEBI circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 dated July 29, 2022 (�SEBI Scheme Circular - Debt�) (together referred to as �SEBI Scheme Circulars�), and any other applicable circulars issued by SEBI and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (�SS-2�), each as amended from time to time.

That in compliance with the provisions of Section 230(4) read with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Regulation 44 and other applicable provisions of the SEBI Listing Regulations and Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, issued by the SEBI each as amended from time to time, (to the extent applicable), the Company has provided the facility of remote e-voting prior to the Meeting as well as during the Meeting, using the facility offered by National Securities Depository Limited (�NSDL�) so as to enable the equity shareholders, to consider and if thought fit, approve the Scheme by way of the Resolution mentioned below. Accordingly, voting by equity shareholders of the Company to the Scheme shall be carried out through remote e-voting (prior to as well as during the Meeting). The above-mentioned Scheme, if approved at the meeting, will be subject to the subsequent approval of NCLT.

In terms of the SEBI Scheme Circulars, the Scheme shall be acted upon only if the votes cast by public shareholders in favour of the Resolution set out below are more than the number of votes cast by the public shareholders against the Resolution. For this purpose, the term �public� shall have the meaning assigned to it

in Rule 2(d) of the Securities Contracts (Regulation) Rules, 1957 and the term �public shareholders� shall be

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Chembond Chemicals Limited

construed accordingly. In terms of the Securities and Exchange Board of India (�SEBI�) Scheme Circulars, the Company has provided the facility of voting by e-voting to its public shareholders.

The Hon�ble Tribunal has appointed Mr. Sameer V. Shah, Chairman and Managing Director of the Company and failing him Mr. Nirmal V. Shah, Vice Chairman and Managing Director to be the Chairperson of the Meeting including for any adjournments thereof. The Hon�ble Tribunal has also appointed Mr. Virendra G. Bhatt, Practicing Company Secretaries as Scrutinizer for the Meeting, including any adjournments thereof to scrutinise the process of remote e-voting prior to the Meeting as well as e-voting during the Meeting to ensure that it is fair and transparent.

TAKE NOTICE that the equity shareholder shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the Meeting during the period commencing from 9.00 am IST on Sunday, December 1, 2024 and ending at 5.00 pm IST on Thursday, December 5, 2024. The voting rights of equity shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date determined as per applicable law (�Cut-off Date�). A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only. The equity shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/OAVM are requested to read the instructions in the notes of this Notice for further details on remote e-voting and e-voting during the meeting.

The following resolution is placed before the shareholders to consider and if thought fit, be passed, with or without modification(s):

�RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 66 of the Companies Act, 2013, and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) or reenactment thereof, for the time being in force) ( �the Act� ), the provisions of Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time, issued by the Securities and Exchange Board of India (to the extent applicable), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ( �SEBI LODR� ) as amended from time to time, read with the No adverse observation letter / No objection letters dated August 13, 2024 and August 14, 2024 received from BSE Limited (�BSE�) and National Stock Exchange of India Limited (�NSE�), respectively and as provided under the enabling provisions of the Memorandum and Articles of Association of the Company and subject to the approval of the Hon�ble National Company Law Tribunal, Mumbai Bench, ( �NCLT� ) and / or the National Company Law Appellate Tribunal or such other forum or authority as may be vested with the appellate jurisdiction in relation to approval of the Scheme and subject to such other approvals, permissions and sanctions of any regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed by Hon. NCLT or by any other appropriate authority, while granting such approval(s) or confirmation(s), and which may be agreed by the Board of Directors of the Company (hereinafter referred to as the �Board�), the proposed Scheme of Arrangement between Chembond Chemicals Limited (�Demerged Company� or �Transferee Company�), Chembond Chemical Specialties Limited (�Resulting Company�), Chembond Clean Water Technologies Limited (�Transferor Company No. 1� or �CCWTL�), Chembond Material Technologies Private Limited (�Transferor Company No. 2� or �CMTPL�), Phiroze Sethna Private Limited (�Transferor Company No. 3� or �PSPL�) and Gramos Chemicals (India) Private Limited (�Transferor Company No. 4� or �GCIPL�) and their respective shareholders ( �the Scheme� ), which is placed before this meeting and initialed by the Chairperson of the meeting for the purpose of identification, be and is hereby approved with or without modification and for conditions, if any, which may be required and/or imposed and/or permitted by the National Company Law Tribunal or any other authority while sanctioning the Scheme and/or by any Governmental authority;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary, to give effect to the preceding Resolution and effectively implement the

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arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, at any time and for any reason whatsoever, which may be required and/or imposed by the Hon�ble NCLT or its Appellate Authority(ies) while sanctioning the arrangement embodied in the Scheme or by any authorities under law, as may be required for the purpose of resolving any questions or doubts or difficulties that may arise, while giving effect to the Scheme, as the Board may deem fit and proper and delegate all or any of its powers herein conferred to any Director(s) and/or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby jointly or severally authorized to take all actions and decide all matters relating to and / or incidental to the aforesaid Scheme, including but not limited to:

• a. making any modifications /alterations /changes therein as may be suggested, prescribed, expedient or necessary for satisfying the requirement or conditions imposed by the Hon�ble NCLT Mumbai, Registrar of Companies, Regional Director, Income Tax authorities, Government authorities and / or any other authority:

• b. withdrawing the Scheme at any stage in case the changes or modifications required in this Scheme or the conditions imposed by the Hon�ble NCLT or any other authority are not acceptable, and if the Scheme cannot be implemented otherwise and to do all such acts, deeds, matters and things as may be considered necessary in connection there with or incidental thereto:

• c. settling any question or difficulty that may arise with regard to the implementation of the above Scheme, and to give effect to the above resolution:

• d. obtaining the order of NCLT Mumbai as the case may be, approving the Scheme and filing the same with the Registrar of Companies, Mumbai, Maharashtra so as to make the sanctioned Scheme effective:

• e. doing all further acts, deeds, matters and things as it may be considered necessary, appropriate, or expedient to give effect to the scheme and for matters in connection there with or incidental thereto: and

• f. filing a copy of the resolution duly certified and forward it to the concerned authorities including Hon�ble NCLT Mumbai, or any other authorities as the case may be:

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or Officer(s) of the Company, to give effect to this resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from shareholders of the Company.�

Dated this 25th day of October, 2024 at Mumbai

Sd/Sameer V. Shah

DIN: 00105721 Chairman appointed for the meeting

Registered Office:

Chembond Chemicals Limited Chembond Centre, El-71, Mahape MIDC, Navi Mumbai - 400710 Maharashtra, India

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Notes:

1. The Ministry of Corporate Affairs (�MCA�) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020, January 13, 2021, May 5, 2022, December 28, 2022, September 25, 2023 and September 19, 2024 (collectively referred to as �MCA Circulars�) and Securities and Exchange Board of India (SEBI), vide its circulars dated May 12, 2020, January 15, 2021, January 5, 2023, October 7, 2023 and October 3, 2024 (�SEBI Circulars�) permitted to hold Equity Shareholders Meeting through Video Conferencing (�VC�) / Other Audio Visual Means (�OAVM�), without the physical presence of the Members at a common venue.

In compliance with the provisions of the Companies Act, 2013 (�the Act�), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (�the Listing Regulations�), MCA Circulars and SEBI Circulars, the Meeting is being held through VC / OAVM. Hence Members can attend the Meeting through VC/OAVM. The deemed venue for the Meeting shall be the Registered Office of the Company. The Members can join the e-Meeting 15 minutes before the scheduled time of the Meeting following the procedure mentioned in the Notice.

1. The Explanatory Statement pursuant to Sections 102, 230 to 232 of the Act read with other applicable provisions of the Act, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, read with the Listing Regulations and other applicable SEBI Circulars in respect of the business set out in the Notice of the Meeting is annexed hereto.

2. The SEBI Scheme Circular, inter alia, provides that approval of Public Shareholders of the Company to the Scheme shall also be obtained by way of voting through e-voting. Since, the Company is seeking the approval of its Equity Shareholders (which includes Public Shareholders) to the Scheme by way of voting through e-voting, no separate procedure for voting through e-voting would be required to be carried out by the Company for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Scheme Circular. The aforesaid notice sent to the Equity Shareholders (which includes Public Shareholders) of the Company would be deemed to be the notice sent to the Public Shareholders of the Company. For this purpose, the term �Public� shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term �Public Shareholders� shall be construed accordingly. In terms of SEBI Scheme Circular, the Company has provided the facility of voting by e-voting to its Public Shareholders.

3. Further, in accordance with the SEBI Scheme Circular, the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders in favour of the aforesaid resolution for approval of the Scheme is more than the number of votes cast by the Public Shareholders against it.

4. Only a person, whose name is recorded in the Register of Members maintained by the Company/Registrar and Transfer Agents (�RTA�) or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date (i.e., November 29, 2024) shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting. The voting rights of the Equity Shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on close of business hours on the Cut-off date. A person who is not an Equity Shareholder as on the cut-off should treat the Notice for information purpose only.

5. The voting period for remote e-voting (prior to the Meeting) shall commence on and from Sunday, December 1, 2024 at 9:00 a.m. IST (0900 hours) till Thursday, December 5, 2024 at 5:00 p.m. IST (1700 hours). The remote e-voting module shall be disabled by NSDL thereafter. The Company is additionally providing the facility of e-voting during the Meeting. It is clarified that casting of votes by remote e-voting does not disentitle an Equity Shareholder from attending the Meeting, however any Equity Shareholder who has voted by remote e-voting cannot vote through e-voting at the Meeting. Once the vote on the resolution is cast by an Equity Shareholder by way of remote e-voting, he or she will not be allowed to change it subsequently.

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1. Since this Meeting is being held through VC / OAVM pursuant to MCA Circulars, physical attendance of the Members is not required. Accordingly, the facility for appointment of proxies shall not be available for Meeting and hence Proxy Form and Attendance Slip are not annexed to this Notice.

2. The Institutional / Corporate shareholders intending to depute their authorised representatives to attend the Meeting through VC/OAVM and participate thereat and cast their votes through e-voting are requested to send a certified copy of its Board Resolution / authorisation letter, authorising its representative to attend the Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution / authorisation should be sent by email to cs@chembondindia.com or: evoting@nsdl.co.in or upload on the website of NSDL http://www.evoting.nsdl.com.

3. Since the Meeting will be held through VC/OAVM, the Route Map is not annexed in this Notice.

4. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of the names as per the Register of Members of the Company will be entitled to vote at the Meeting.

5. The Members can join the Meeting in the VC/OAVM mode 15 minutes before the scheduled time of the Meeting and the facility shall be made available to the Members on first-cum-first served basis. The facility to join the Meeting will close 15 minutes after the scheduled time or when the capacity is full whichever is earlier by following the procedure mentioned below. The facility of participation at the Meeting through VC/OAVM will be made available to 1000 Members only on a first-cum-first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Meeting without restriction on account of first-cum-first served basis.

6. Copies of the said Scheme and of the Explanatory Statement and other annexures under Sections 230-232 read with Section 66 of the Act are annexed herewith and can be obtained free of charge at the Registered Office of the Company on any working day up to the date of the Meeting between 10.00 A.M. to 5.00 P.M.(excluding Saturdays, Sundays and holidays).

7. Members may note that the Notice can also be accessed from websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively. The Meeting Notice is also disseminated on the website of NSDL (agency for providing remote e-voting facility and e-voting system during the Meeting) i.e. www.evoting.nsdl.com.

8. It may be noted that the e-voting facility will also be provided at the Meeting and Equity Shareholders attending the Meeting who have not cast their vote through remote e-voting shall be entitled to exercise their vote at the venue of the Meeting.

9. The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in Business Standard (in English language and translation thereof in �Mumbai Lakshadeep� in Marathi language, thereof indicating the day, date, place and time of the Meeting and stating that the copies of the Scheme, and the Explanatory Statement required to be furnished pursuant to Sections 230 to 232 of the Act shall be provided free of charge at the Registered Office of the Company.

10. The Scrutinizer shall, immediately after the conclusion of Meeting, count the votes cast at the Meeting and thereafter, unblock the votes cast through remote e-voting in the presence of at least two witnesses, who are not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer�s Report of the total votes cast in favour of or against, if any, within the prescribed time limit after the conclusion of the Meeting to the Chairman, who shall declare the result of the voting forthwith.

11. The results declared along with the Scrutinizer�s Report(s) will be available on the website of the Company at www.chembondindia.com and Service Provider�s website at evoting@nsdl.co.in and the communication will also be sent to the BSE and NSE.

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VOTING THROUGH ELECTRONIC MEANS

PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS (EVOTING):

1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations (as amended), and the Circulars issued by MCA, your Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the Meeting. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the Meeting will be provided by NSDL.

The remote e-voting period begins on Sunday, December 1, 2024 at 9:00 A.M. and ends on Thursday, December 5, 2024 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, November 29, 2024 may cast their vote electronically.

The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, November 29, 2024.

Members who have already voted prior to the meeting date would not be entitled to vote at the meeting.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of �Two Steps� which are mentioned below:

Step 1: Access to NSDL e-voting system

A) Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.		Existing IDeAS user can visit the e-Services website of NSDL viz.https://eservices.nsdl.comeither on a personal computer or on a mobile. On the e-Services home page click on the�Beneficial Owner� icon under�Login�which is available under�IDeAS�section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under Value added services. Click on�Access to e-voting�under e-voting services and you will be able to see e-voting page. Click on company name ore-voting service provider i.e. NSDLand you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

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Type of shareholders		Login Method
		If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select�Register Online for IDeAS Portal�or click athttps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon�Login�which is available under �Shareholder/Member� section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name ore-voting service provider i.e. NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App�NSDL Speede�facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on
Individual Shareholders holding securities in demat mode with CDSL		1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers� website directly.

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Type of shareholders	Login Method
	3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from an e-voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered mobile & e- mail as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. Upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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How to Log-in to NSDL e-voting website?

Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

Once the home page of e-voting system is launched, click on the icon �Login� which is available under �Shareholder/Member� section.

A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is In300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

If you are using NSDL e-voting system for the first time, you will need to retrieve the �initial password� which was communicated to you. Once you retrieve your �initial password�, you need to enter the �initial password� and the system will force you to change your password.

How to retrieve your �initial password�?

If your e-mail id is registered in your demat account or with the Company, your �initial password� is communicated to you on your e-mail id. Trace the email sent to you from NSDL from your mailbox. Open the e- mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your �User ID� and your �initial password�.

If your e-mail id is not registered, please follow steps mentioned below in process for those shareholders whose e-mail ids are not registered.

If you are unable to retrieve or have not received the �Initial password� or have forgotten your password:

Click on �Forgot User Details/Password?�(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Physical User Reset Password?� (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

After entering your password, tick on Agree to �Terms and Conditions� by selecting on the check box.

Now, you will have to click on �Login� button.

After you click on the �Login� button, Home page of e-voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-voting system.

How to cast your vote electronically and join General Meeting on NSDL e-voting system?

1. After successful login at Step 1, you will be able to see all the companies �EVEN� in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select �EVEN� of Chembond Chemicals Limited to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on �VC/OAVM� link placed under �Join Meeting�.

3. Now you are ready for e-voting as the voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on �Submit� and also �Confirm� when prompted.

5. Upon confirmation, the message �Vote cast successfully� will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to bhattvirendra1945@yahoo.co.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on �Upload Board Resolution / Authority Letter� displayed under �e-voting� tab in their login.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the �Forgot User Details/Password?� or �Physical User Reset Password?� option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Sanjeev Yadav, Assistant Manager-NSDL at sanjeevy@nsdl.co.in or at evoting@nsdl.co.in

Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

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1. In case shares are held in physical mode please provide folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@chembondindia.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@chembondindia.com. If you are an Individual shareholders holding securities in demat mode, you are -

requested to refer to the login method explained at step 1 (A) i.e. Login method for e voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and e-mail id correctly in their demat account in order to access e-voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

1. The procedure for e-voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the Meeting.

3. Members who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the Meeting shall be the same person mentioned for remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e- voting system. Members may access by following the steps mentioned above for Access to NSDL e- voting system. After successful login, you can see link of �VC/OAVM� placed under �Join meeting� menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

4. Please note that participants connecting from Mobile Devices or Tablets or through laptop connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@chembondindia.com. The same will be replied by the company suitably.

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6. Registration of Speaker �

• a. Shareholders who would like to speak during the meeting must register their request on or before Friday, November 22, 2024, mentioning their name, demat account number/folio number, e-mail id, mobile number at cs@chembondindia.com.

• b. Shareholders will get confirmation on first-cum-first served basis depending upon the provision made by the client.

• c. Shareholders will receive �speaking serial number� once they mark attendance for the meeting.

• d. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.

• e. Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

• f. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• g. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the Meeting.

• h. The Members who do not wish to speak during the Meeting but have queries may send their queries in advance at least 10 days prior to meeting, mentioning their name, demat account number/folio number, e-mail id, mobile number at cs@chembondindia.com. These queries will be replied to by the Company suitably by e-mail.

• i. Members are encouraged to join the Meeting through laptops / tablets for better experience.

• j. Further, Members will be required to allow camera and use Internet with a good speed to avoid any disturbance during the meeting.

OTHER INFORMATION:

• i. Attending the e-Meeting: Members will be able to attend the Meeting through VC/OAVM. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, Members can also use the OTP based login for logging into the e-voting system.

• ii. The attendance of the Members attending the Meeting through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Act.

• iii. Submission of Questions / queries prior to e-Meeting: Members desiring any additional information with regard to the Scheme or has any question or query are requested to write to the Company Secretary on the Company�s email-id cs@chembondindia.com at least 10 days before the date of the Meeting, so as to enable the Management to keep the information ready. Please note that, member�s questions will be answered only if they continue to hold the shares as of cut-off date.

• iv. Members who need technical assistance before or during the Meeting, can contact NSDL. Corporate members intending to send their authorized representatives to attend the Meeting through VC / OAVM pursuant to the provisions of Section 113 of the Act are requested to send a certified copy of the relevant Board Resolution to the Company.

• v. The Company has appointed Mr. Virendra G. Bhatt, (Membership no. ACS-1157, CP no. 124) Practicing Company Secretary as the Scrutinizer to scrutinize the remote e-voting as well as the votes cast through e-voting at the time of Meeting in a fair and transparent manner.

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• vi. The Scrutinizer shall, immediately after the conclusion of Meeting, count the votes cast at the Meeting and thereafter, unblock the votes cast through remote e-voting in the presence of at least two witnesses, who are not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer�s Report of the total votes cast in favour of or against, if any, within the prescribed time limit after the conclusion of the Meeting to the Chairman or the Company Secretary or a person authorised by the Chairman, who shall declare the result of the voting forthwith.

• vii. The resolution(s) will be deemed to be passed on the Meeting date subject to receipt of the requisite number of votes in favour of the resolution(s). The Results declared along with the Scrutinizer�s Report(s) will be available on the website of the Company at www.chembondindia.com and Service Provider�s website at evoting@nsdl.co.in the communication will be sent to the BSE and NSE.

Dated this 25th day of October 2024 at Mumbai

SD/Sameer V. Shah

DIN: 00105721 Chairman appointed for the meeting

Registered Office:

Chembond Chemicals Limited Chembond Centre, El-71, Mahape MIDC, Navi Mumbai � 400 710 Maharashtra, India.

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BEFORE THE HON�BLE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH COMPANY SCHEME APPLICATION NO. CA (CAA)/162/MB-I/2024

FORM CAA.2

Under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 along with applicable rules made thereunder including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

In the matter of the Companies Act, 2013

AND

In the matter of Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

AND

In the matter of Composite Scheme of Arrangement of Chembond Chemicals Limited (�Demerged Company� or �Transferee Company�), Chembond Chemical Specialties Limited (�Resulting Company�), Chembond Clean Water Technologies Limited (�Transferor Company No. 1� or �CCWTL�), Chembond Material Technologies Private Limited (�Transferor Company No. 2� or �CMTPL�), Phiroze Sethna Private Limited (�Transferor Company No. 3� or �PSPL�) and Gramos Chemicals (India) Private Limited (�Transferor Company No. 4� or �GCIPL�) and their respective shareholders

Chembond Chemicals Limited (CIN: L24100MH1975PLC018235) A Company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Chembond Centre, EL-71, Mahape MIDC, Navi Mumbai, Maharashtra, India. 400 710....... ................Transferee Company/ Demerged Company/Applicant Company

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTION 102 OF THE COMPANIES ACT, 2013 AND RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016, TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF EQUITY SHAREHOLDERS OF CHEMBOND CHEMICALS LIMITED

1. Pursuant to the Order dated October 11, 2024 passed by the Hon�ble Tribunal, Mumbai Bench in the Company Scheme Application No. CA(CAA)/162/MB-I/2024, a meeting of the Equity shareholders of the Company is being convened and held on Friday, December 6, 2024 at 11.00 AM through video conferencing or other audio-visual means (�VC/OAVM�). The deemed venue shall be Registered Office of the Company at Chembond Centre, EL-71, Mahape MIDC, Navi Mumbai � 400 710 Maharashtra, India for

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Chembond Chemicals Limited

the purpose of demerger of the demerged undertaking of the Demerged Company into Resulting Company (�Demerger�) , amalgamation of Transferor Company No. 1 into Resulting Company (�Amalgamation-I�) and pursuant to that, amalgamation of Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 (�collectively defined as Transferor Companies�) into the Demerged Company (�Amalgamation - II�) (�Scheme�) . Notice of the said meeting together with the copy of the Scheme, which has been, inter alia approved by the Board of Directors of the Company is sent herewith. This statement explaining the terms of the Scheme is being furnished as required under Section 230(3) of the Companies Act, 2013 (�the Act�).

1. A copy of the Scheme which has been, inter alia , approved by the Board of Directors of the Demerged Company at their meeting held on December 12, 2023 is enclosed as �Annexure 1�.

2. Further, in terms of the said Order, the Hon�ble Tribunal has appointed Mr. Sameer V. Shah, Chairman and Managing Director of the Demerged Company as the Chairperson and failing him Mr. Nirmal V. Shah, Vice Chairman and Managing Director of the Demerged Company, as the Alternate Chairperson of the said meeting, including for any adjournment or adjournments thereof. The Hon�ble Tribunal has also appointed Mr. Virendra G. Bhatt, Practicing Company Secretaries, as the Scrutinizer for the Meeting, including for any adjournments thereof.

3. In accordance with the provisions of Sections 230-232 of the Act, the Scheme shall be considered approved by the Equity Shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the members, of the Demerged Company, voting in person or by remote e-voting.

4. This statement is being furnished as required under Sections 230(3), 232(1) 232(2) and 102 of the Act, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

6. Details of Chembond Chemicals Limited (Demerged Company/Transferee Company/Company):

• 6.1. Chembond Chemicals Limited, was incorporated on March 22, 1975, under the provisions of the Companies Act, 1956, originally as �Chembond Chemicals Private Limited�. The name of the Company was changed to �Chembond Chemicals Limited� on May 4, 1993. The Demerged Company is a listed public company within the meaning of the Companies Act, 2013. The Corporate Identification Number of the Demerged Company is L24100MH1975PLC018235 and the Permanent Account Number is AAACC5467A. The registered office address is Plot No. EL-71, TTC Industrial Area, MIDC, Mahape, Navi Mumbai, Maharashtra � 400 710, and the e-mail address is cs@chembondindia.com.

• 6.2. The Demerged Company is engaged in the manufacturing and marketing of a diverse range of specialty chemicals, including water and wastewater treatment chemicals, metal treatment chemicals, construction chemicals, high-performance coatings, industrial adhesives, and animal health products.

• 6.3. The equity shares of Demerged Company are listed on the National Stock Exchange of India Limited (�NSE�) and BSE Limited (�BSE�).

• 6.4. There has been no change in the Name, Registered Office and Objects of the Demerged Company in the last 5 (five)years.

• 6.5. The Board of Directors of the Demerged Company has adopted a report dated December 12, 2023 setting out the salient features and commercial rationale behind the Scheme annexed as �Annexure 2A�.

• 6.6. A copy of the Scheme has been filed by the Demerged Company with the Registrar of Companies, Mumbai in Form No. GNL-1 on October 19, 2024.

• 6.7. The main objects of the Demerged Company, inter alia , are as follows:

• a. �To carry on the business whether in India or outside India of manufacturing, producing, processing, mixing, blending, refining, formulating, buying, selling, distributing or otherwise dealing in all kinds and varieties of chemicals including but not limited to speciality chemicals, intermediates, or

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chemical mixtures, additives, adhesives, cleaning agents, bonding agents, waterproofing compound, chemicals for coating or otherwise, organic / inorganic chemicals, resins, resins based chemicals, corrosion inhibitors, surface treatment of ferrous and non-ferrous metals and other substrates for anti- corrosive, paint adhesion or lubricity purposes, electrolytic cleaners, chemical paint strippers, chemically treated cloth, face mask and other material for dust control and removal, chemicals and polishes for finished products, plastic compounds, particularly polyvinyl chloride, liquid plastic membranes, liquid plastic coating materials and chemicals of all types, all kinds of paints, enamels, varnishes, coatings, enzymes, sealants etc., whole range of water and waste water treatment chemicals, systems and machineries, water management solutions, water treatment membranes, oilfield and process chemicals, textile chemicals, bio-based chemicals, bio-remediation cultures and chemicals, engineering polymers and materials, Bio based polyamides used as engineering and performance plastics, high performance polymers for commodity and automobile applications, high performance and high temperature withstanding plasticisers as lubricating additive for rolling steel application, synthesise and characterization of monomers for high performance differentiated polyimides, Electronic instruments and smart automation products.

• b. To carry on all or any business of manufacturers, dealers or processors in the field of pretreatment of ferrous and non-ferrous metals for anti-corrosive and paint adhesion purposes.

• c. To carry on all or any of the business of Chemical Engineers, Manufacturers, dealers in chemicals and as inventors, exploiters or all types of processes on the field of chemicals and the pre-treatment for anticorrosive and paint adhesive purposes of metals and metallic substances.

• d. To undertake and execute or sub-contract whole or in part any engineering contracts for supply, manufacture, use or application of all types of the above products, either for construction, repairs, maintenance, coating, bonding or otherwise and to undertake and carry out construction and development activities, facility management, project management consultancy, technical equipments and installations, providing performance monitoring services, undertaking operating and maintenance contracts, offering EPC and design engineering services.

• e. To establish, operate, propagate, manufacture, produce, cultivate, process, do research and development, test, analyze, collaborate, import, export, sell, purchase or otherwise deal in marketing or multi-marketing of healthcare and nutrition products, food or food supplements for cattle, livestock, poultry, pets, fishes and all living species, whether for healthcare, nutrition or bioscience (any of the life sciences) related purposes. Products can include any chemicals, drugs, intermediates, plants, herb and vegetable extracts, marine / sea foods, natural or genetically modified organisms or organism derived products, manufactured through plant & machinery, fermentation, membrane processing, or through any other processing.

• f. To undertake, conduct, promote or carry on or to help to undertake, conduct, promote or carry on either the scientific and/ or industrial research and developmental activities to develop new products or substitute for existing / imported products and to develop and maintain testing house and laboratory for own use and for others either solely or in association with others in connection with the Company�s object or trade or businesses or any of them.

• g. To carry on any other business (whether manufacturing or otherwise), which may seem to the Company capable of being conveniently or advantageously carried on in connection with the Company�s objects or which it may feel advisable to undertake with a view to developing, rendering valuable prospect or turning to account or in which the Company may be interested.�

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Chembond Chemicals Limited

• 6.8. The capital structure of the Demerged Company as on March 31, 2024 was as under:

Particulars	Amount (in`)
Authorized Capital
2,00,00,000 Equity Shares of`5/- (Rupees Five only) each	100,000,000
Total	100,000,000
Issued, Subscribed and Paid-up Capital
134,48,288 Equity Shares of`5/- (Rupees Five only) each	6,72,41,440
Total	6,72,41,440

• 6.9. The pre and post demerger and arrangement (expected) capital structure and shareholding pattern of the Demerged Company is annexed herewith as �Annexure 2B�.

• 6.10. The details of the promoter (including promoter group) of Demerged Company as on September 30, 2024 are as follows:

Sr No	Name of Promoter/ Promoter Group	Category	Shareholding	Address
1	Padma V Shah	Promoter	1,69,1100	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400 054
2	Nirmal V Shah	Promoter	17,95,090	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400 054
3	Sameer V Shah	Promoter	16,99,644	Sujata, Saraswati Road, Santacruz West Mumbai 400 054
4	Ashwin Nagarwadia	Promoter	5,00,000	Prabhat Society, Bhulabhai Desai Road, Mumbai 400 026
5	Kumud Ashwin Nagarwadia	Promoter Group	5,00,000	Prabhat Society, Bhulabhai Desai Road, Mumbai 400 026
6	Shah Bhadresh	Promoter	1,88,934	Sankalp CHS, Mistry Complex, J.B. Nagar, Andheri (E) � 400 059
7	Alpana Sandeep Shah	Promoter Group	1,29,644	J.B. House, Navrangpura, Ahmedabad 380009
8	Sameer Vinod Shah HUF	Promoter Group	1,17,481	Sujata, Saraswati Road, Santacruz West Mumbai 400 054
9	Mamta Nirmal Shah	Promoter Group	93,300	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400054
10	Jyoti Nikhil Mehta	Promoter Group	94,480	Greenfields CHSL, S. V. Road, Santacruz (W), Mumbai 400054
11	Shilpa Sameer Shah	Promoter Group	66,695	Sujata, Saraswati Road, Santacruz West Mumbai 400 054

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Chembond Chemicals Limited

Sr No	Name of Promoter/ Promoter Group	Category	Shareholding	Address
12	Sandip Shah	Promoter Group	63,135	J.B. House, Navrangpura, Ahmedabad 80009
13	Parul Shah	Promoter Group	55,600	Sankalp CHS, Mistry Complex, J.B. Nagar, Andheri (E) � 400 059
14	Amrita Sameer Shah	Promoter Group	45,218	Sujata, Saraswati Road, Santacruz West Mumbai 400 054
15	Kalpana Sunil Shah	Promoter Group	43,200	A Marquise CHS Ltd, Pandurang Budkar Marg, Lower Parel, Mumbai 400013
16	Nikhil Jaysukhlal Mehta	Promoter Group	40,400	Greenfields CHSL, S. V. Road, Santacruz (W), Mumbai 400054
17	Mallika Sameer Shah	Promoter Group	33,700	Sujata, Saraswati Road, Santacruz West Mumbai 400 054
18	Kshitija Nirmal Shah	Promoter Group	27,100	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400 054
19	Sandeep H Shah HUF	Promoter Group	21,624	J.B. House, Navrangpura, Ahmedabad 380009
20	Raunaq Sameer Shah	Promoter Group	15,050	Sujata, Saraswati Road, Santacruz West Mumbai 400 054
21	Nikhil Jaysukhlal Mehta HUF	Promoter Group	8,400	Greenfields CHSL, S. V. Road, Santacruz (W), Mumbai 400054
22	Nirmal V Shah HUF	Promoter Group	7,134	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400 054
23	Sunil Dahyalal Shah	Promoter Group	6,000	A Marquise CHS Ltd, Pandurang Budkar Marg, Lower Parel, Mumbai 400013
24	Rahil N Shah	Promoter Group	2,250	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400 054
25	Visan Holdings Pvt Ltd	Promoter Group	13,10,630	Phalguni Apartment, Sarojini Road, Santacruz (W) Mumbai � 400 054
26	S and N Ventures Limited	Promoter Group	2,62,200	Phalguni Apartment, Sarojini Road, Santacruz (W), Mumbai � 400 054
27	Finor Piplaj Chemicals Ltd	Promoter Group	2,75,000	GIDC Ankleshwar, 393002

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Chembond Chemicals Limited

• 6.11. The details of the Directors and Key Managerial Personnel (�KMP�) of the Demerged Company are as follows:

Sr No	Name of the Director/ KMP	DIN	Designation
1.	Sameer V. Shah	00105721	Chairman and Managing Director
2.	Nirmal V. Shah	00083853	Vice Chairman and Managing Director
3.	Ashwin Nagarwadia	00466681	Non-Executive Director
4.	Mahendra Ghelani (retired w.e.f. August 8, 2024)	01108297	Independent Director
5.	Sushil Lakhani (retired w.e.f. August 8, 2024)	01578957	Independent Director
6.	Dr. Prakash D. Trivedi	00231288	Independent Director
7.	Saraswati Sankar	07133249	Independent Director
8.	Jayesh Shah	00138346	Independent Director
9.	Rashmi Gavli	-	Chief Financial Officer
10.	Suchita Singh	-	Company Secretary

• 6.12. As on March 31, 2024, the Demerged Company has nil secured creditors and unsecured creditors aggregating to Rs. 12,91,61,657 (Rupees Twelve crore ninety one lakhs sixty one thousand six hundred fifty seven only).

• 6.13. The copy of Audited Financial Statements as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of the Demerged Company are annexed herewith as �Annexure 2C�.

• 6.14. The Scheme was approved by the Board of Directors of the Demerged Company at their meeting held on December 12, 2023, subject to approval by the requisite majority of the equity shareholders of the Demerged Company and subject to the sanction of the Hon�ble Tribunal and such other authorities as may be required. All the Directors were present at the meeting and voted unanimously in favour of the Scheme.

• 6.15. Effect of Scheme on Shareholders, Directors, Promoters, Key Managerial Personnel, Non-promoter members, Depositors, Creditors, Employees of the Demerged Company:

• a. Effect on equity shareholders (promoter shareholders and non-promoter shareholders):

• As regards to demerger, all the equity shareholders of the Company (promoter and non-promoter), as on the Record Date (as defined in the Scheme) shall receive equity shares of the Resulting Company in the following ratio:

�for every 1 (One) fully paid-up equity share having face value of Rs. 5 (Rupees Five only) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of Rs. 5 (Rupees Five only) each, in the Resulting Company�

in consideration for the transfer of the Demerged Undertaking pursuant to Demerger basis a Fair Share Entitlement Ratio recommended by SSPA & Co, Registered Valuers and Vivro Financial Services Private Limited, Category � I Merchant Banker. There will be no change in the economic interest of the

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Chembond Chemicals Limited

shareholders of the Demerged Company, before and after the Scheme. After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Resulting Company will be issued as consideration pursuant to the Scheme. These shares shall be listed on BSE and NSE, thus ensuring the marketability and tradability of the equity shares issued by the Resulting Company.

• As regards to Amalgamation � I, Transferor Company No.1 will become an indirect wholly owned subsidiary of the Resulting Company pursuant to demerger and hence there shall be no issue of shares by the Resulting Company as consideration for the amalgamation of Transferor Company No. 1. With regards to Amalgamation � II, Transferor Companies are wholly owned subsidiaries (direct and indirect) of the Demerged Company and there shall be no issue of shares by the Demerged Company as consideration for the amalgamation of the Transferor Companies. Accordingly, Amalgamation � I and Amalgamation � II would be neutral to the Resulting Company, Demerged Company and its public shareholders.

• All the shares held by the Demerged Company in the Transferor Companies shall stand cancelled without any further act or deed on amalgamation coming into effect. There would neither be any change in the existing number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Demerged Company pursuant to amalgamation. Also, the Scheme does not provide for any reduction in the public shareholding percentage in the Demerged Company.

• The proposed Scheme is expected to be beneficial to the Demerged Company, Resulting Company, Transferor Company No. 1, Transferor Companies and their respective shareholders and all their stake holders and will enable the Demerged Company/Transferee Company and the Resulting Company to achieve and fulfil their objectives more effectively and efficiently.

• b. Effect on Directors and Key Managerial Personnel:

• The Directors and Key Managerial Personnels (KMPs) of the Demerged Company shall continue as Directors and KMPs of the Demerged Company after effectiveness of the Scheme. Please refer to point (a) above for details regarding the effect of the Scheme on such Directors and KMPs who are also shareholders of the Demerged Company. Other than the above, the KMPs are not affected pursuant to the Scheme.

• Post Amalgamation the Transferor Companies shall stand dissolved without winding up and accordingly, they are not required to appoint any Directors and KMPs.

• c. Effect on creditors:

• Under the Scheme, no arrangement is sought to be entered into between the Demerged Company and its creditors. The interest of the creditors of the Demerged undertaking of the Demerged Company shall not be impacted in any manner.

• Under the Scheme, there is no arrangement with the creditors of the Transferor Companies. Upon effectiveness of the Scheme and as provided in the Scheme, the creditors of the Transferor Companies shall become the creditors of the Demerged Company. No compromise is offered under the Scheme to any of the creditors of the Transferor Companies. The liability of the creditors of the Transferor Companies, under the Scheme, is neither being reduced nor being extinguished. The creditors of the Transferor Companies would in no way be affected by the Scheme.

• d. Effect on staff or employees:

• Under the Scheme, no rights of the staff and employees of the Demerged undertaking of the Demerged Company are being affected.

• On the Scheme becoming effective, the employees of the Transferor Companies who are in employment as on the Effective Date (as defined in the Scheme) shall become and shall be deemed to

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Chembond Chemicals Limited

have become the employees of the Demerged Company, without any interruption or break of service and on terms and conditions no less favourable than those applicable to them with reference to their employment in the Transferor Companies on the Effective Date. In the circumstances, the rights of the staff and employees of the Transferor Companies would in no way be affected by the Scheme.

• e. Effect on Deposit Holders and Deposit Trustees:

• As on date of Notice, the Company has not accepted any public deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise .

• As on date of Notice, the Company has not issued any debentures and therefore, the effect of the Scheme on the Debenture holders and Debenture trustee (s) does not arise.

7. Details of Chembond Chemical Specialties Limited (Resulting Company):

• 7.1. Chembond Chemical Specialties Limited was incorporated on December 12, 2023, as an unlisted public company under the provisions of the Companies Act, 2013, in the state of Maharashtra. The company�s Corporate Identification Number is U20116MH2023PLC415282 and Permanent Account Number is AALCC5030G. The registered office is located at EL-37, MIDC, Mahape, Navi Mumbai, Maharashtra � 400 710, and the e-mail address is cs@chembondindia.com.

• 7.2. The Resulting Company is primarily engaged in the manufacturing and trading of specialty chemicals, with a focus on construction chemicals and water treatment chemicals.

• 7.3. The Board of Directors of the Resulting Company has adopted a report dated December 12, 2023, setting out the salient features and commercial rationale behind the Scheme annexed as �Annexure 3A�.

• 7.4. A copy of the Scheme has been filed by the Resulting Company with the Registrar of Companies, Mumbai in Form No. GNL-1 on October 19, 2024.

• 7.5. The main objects of the Resulting Company, inter alia , are as follows:

�To carry on the business whether in India or outside India of manufacturing, producing, processing, trading, mixing, blending, refining, formulating, buying, selling, distributing or otherwise dealing in all kinds and varieties of chemicals including but not limited to speciality chemicals, intermediates, or chemical mixtures, admixtures, repair and bonding chemicals, water proofing chemicals, surface treatment, tiling chemicals, sealants, additives, adhesives, grouts and anchors, cleaning agents, bonding agents, waterproofing compound, chemicals for coating or otherwise, organic / inorganic chemicals, resins, resins based chemicals, corrosion inhibitors, surface treatment of ferrous and non-ferrous metals and other substrates for anti-corrosive, paint adhesion or lubricity purposes, electrolytic cleaners, chemical paint strippers, chemically treated cloth, face mask and other material for dust control and removal, chemicals and polishes for finished products, plastic compounds, particularly polyvinyl chloride, liquid plastic membranes, liquid plastic coating materials and chemicals of all types, all kinds of paints, enamels, varnishes, coatings, enzymes, sealants etch, whole range of water and waste water treatment chemicals, systems and machineries, water management solutions, water treatment membranes, oilfield and process chemicals, textile chemicals, bio-based chemicals, bio-remediation cultures and chemicals, engineering polymers and materials, Bio based polyamides used as engineering and performance plastics, high performance polymers for commodity and automobile applications, high performance and high temperature withstanding plasticisers as lubricating additive for rolling steel application, synthesise and characterization of monomers for high performance differentiated polyimides, Electronic instruments and smart automation products.�

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Chembond Chemicals Limited

7.6. The capital Structure of the Resulting Company as on March 31, 2024 was as under:

Particulars	Amount (in`)
Authorized Capital
10,000 Equity Shares of`5/- (Rupees Five only) each	50,000
Total	50,000
Issued, Subscribed and Paid-up Capital
10,000 Equity Shares of`5/- (Rupees Five only) each	50,000
Total	50,000

• 7.7. The pre-and-post-demerger and arrangement (expected) capital structure and shareholding pattern of the Resulting Company is annexed herewith as Annexure 3B.

• 7.8. The details of the promoter (including promoter group) of Resulting Company as on September 30, 2024 are as follows:

Sr No	Name of Promoter/Promoter Group	Category	Address
1	Chembond Chemicals Limited*	Promoter and Promoter Group	EL-71, Chembond Centre, MIDC, Mahape, Navi Mumbai 400710

• *Includes shares held by nominee shareholders

• 7.9. The details of the Directors and Key Managerial Personnel (�KMP�) of the Resulting Company are as follows:

Sr No	Name of the Director/ KMP	DIN	Designation	Address
1.	Sameer V. Shah	00105721	Director	Sujata, Saraswati Road, Santacruz West Mumbai 400 054
2.	Nirmal V. Shah	00083853	Director	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400 054
3.	Rashmi S. Gavli	08001649	Director	Keshav Kunj, Sector-15, Navi Mumbai 400705

• 7.10. As on March 31, 2024, the Resulting Company has Nil secured creditors and unsecured creditors aggregating to Rs. 89,667 (Rupees Eighty nine thousand six hundred sixty seven only).

• 7.11. The copy of Audited Financial Statements as on March 31, 2024 and a copy of Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of the Resulting Company is annexed herewith as �Annexure 3C�.

• 7.12. The Scheme was approved by the Board of Directors of the Resulting Company at their meeting held on December 12, 2023, subject to approval of the equity shareholders of the Resulting Company and subject to the sanction of the Hon�ble Tribunal and such other authorities as may be required. All the Directors were present at the meeting and voted unanimously in favour of the Scheme.

• 7.13. Effect of Scheme on Shareholders, Directors, Promoters, Key Managerial Personnel, Non-promoter members, Depositors, Creditors, Employees of the Resulting Company:

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Chembond Chemicals Limited

• a. Effect on equity shareholders (promoter shareholders and non-promoter shareholders):

• As regards to demerger, all the equity shareholders of the Company (promoter and non-promoter), as on the Record Date (as defined in the Scheme) shall receive equity shares of the Resulting Company in the following ratio:

�for every 1 (One) fully paid-up equity share having face value of Rs. 5 (Rupees Five only) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of Rs. 5 (Rupees Five only) each, in the Resulting Company�

in consideration for the transfer of the Demerged Undertaking pursuant to Demerger basis a Fair Share Entitlement Ratio recommended by SSPA & Co, Registered Valuers and Vivro Financial Services Private Limited, Category � I Merchant Banker. There will be no change in the economic interest of the shareholders of the Demerged Company, before and after the Scheme. After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Resulting Company will be issued as consideration pursuant to the Scheme. These shares shall be listed on BSE and NSE, thus ensuring the marketability and tradability of the equity shares issued by the Resulting Company.

• As regards to Amalgamation � I, Transferor Company No.1 will become an indirect wholly owned subsidiary of the Resulting Company pursuant to demerger and hence there shall be no issue of shares by the Resulting Company as consideration for the amalgamation of Transferor Company No. 1. With regards to Amalgamation � II, Transferor Companies are wholly owned subsidiaries (direct and indirect) of the Demerged Company and there shall be no issue of shares by the Demerged Company as consideration for the amalgamation of the Transferor Companies. Accordingly, Amalgamation � I and Amalgamation � II would be neutral to the Resulting Company, Demerged Company and its public shareholders.

• All the shares held by the Demerged Company in the Transferor Companies shall stand cancelled without any further act or deed on amalgamation coming into effect. There would neither be any change in the existing number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Demerged Company pursuant to amalgamation. Also, the Scheme does not provide for any reduction in the public shareholding percentage in the Demerged Company.

• The proposed Scheme is expected to be beneficial to the Demerged Company/Transferee Company, Resulting Company, Transferor Company No. 1, Transferor Companies and their respective shareholders and all their stake holders and will enable the Demerged Company/Transferee Company and the Resulting Company to achieve and fulfil their objectives more effectively and efficiently.

• b. Effect on Directors and KMP:

• The Directors and Key Managerial Personnels (KMPs) of the Resulting Company shall continue as Directors and KMPs of the Resulting Company after effectiveness of the Scheme. Please refer to point (a) above for details regarding the effect of the Scheme on such Directors and KMPs who are also shareholders of the Resulting Company. Other than the above, the Directors and KMPs are not affected pursuant to the Scheme.

• Post Amalgamation the Transferor Company No. 1 shall stand dissolved without winding up and accordingly, they are not required to appoint any Directors and KMPs.

• c. Effect on creditors:

• Under the Scheme, no arrangement is sought to be entered into between the Resulting Company and its creditors. Under the Scheme, there is no arrangement with the creditors of the Transferor Company No. 1. Upon effectiveness of the Scheme and as provided in the Scheme, the creditors of the Transferor Company No. 1 shall become the creditors of the Resulting Company. No compromise is

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Chembond Chemicals Limited

offered under the Scheme to any of the creditors of the Transferor Company No. 1. The liability of the creditors of the Transferor Company No. 1, under the Scheme, is neither being reduced nor being extinguished. The creditors of the Transferor Company No.1 would in no way be affected by the Scheme.

• d. Effect on staff or employees:

• Under the Scheme, no rights of the staff and employees of the Resulting Company are being affected.

• On the Scheme becoming effective, the employees of the Transferor Company No. 1 who are in employment as on the Effective Date (as defined in the Scheme) shall become and shall be deemed to have become the employees of the Resulting Company, without any interruption or break of service and on terms and conditions no less favourable than those applicable to them with reference to their employment in the Transferor Company No. 1 on the Effective Date. In the circumstances, the rights of the staff and employees of the Transferor Company No. 1 would in no way be affected by the Scheme.

• e. Effect on Deposit Holders and Deposit Trustees:

• As on date of Notice, the Company has not accepted any public deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

• As on date of Notice, the Company has not issued any debentures and therefore, the effect of the Scheme on the Debenture holders and Debenture trustee(s) does not arise.

• 7.14. As on the date of the Notice, there are no investigations or proceedings pending against the Resulting Company under the provisions of the Companies Act, 2013.

8. Details of Chembond Clean Water Technologies Limited (Transferor Company No. 1):

• 8.1. Chembond Clean Water Technologies Limited was incorporated on April 17, 2010, as an unlisted public company in Maharashtra under the provisions of the Companies Act, 1956, initially named H2O Innovation India Limited. The company changed its name to Chembond Clean Water Technologies Limited on June 18, 2013. The Corporate Identification Number is U29248MH2010PLC202124 and the Permanent Account Number is AACCH3765Q. and its registered office is located at EL-37, MIDC, Mahape, Navi Mumbai, Maharashtra, India � 400 710. Transferor Company No. 1 is a step down subsidiary of the Demerged Company. Clause 25 of the �objects incidental or ancillary to the attainment of the main objects� of the memorandum of association of the Transferor Company No. 1 allows/enables amalgamation of the Transferor Company No. 1 with any other company or companies and the e-mail address is cs@chembondindia.com.

• 8.2. The company is primarily engaged in the design, manufacturing, trading, and marketing of a wide range of water and wastewater systems, including membrane technologies and total water management solutions. It provides services such as detailed engineering, operations and maintenance (O&M) services, and consultancy in the field of water treatment.

• 8.3. There has been no change in the Name, Registered Office and Objects of the Transferor Company No. 1 in the last 5 (five)years.

• 8.4. The Board of Directors of the Transferor Company No. 1 has adopted a report dated December 12, 2023 setting out the salient features and commercial rationale behind the Scheme annexed as �Annexure 4A�.

• 8.5. A copy of the Scheme has been filed by Transferor Company No. 1 with the Registrar of Companies, Mumbai in Form No. GNL-1 on October 19, 2024.

• 8.6. The main objects of the Transferor Company No. 1, inter alia , are as follows:

1. �To carry on the business whether within India or outside of Design, Manufacturing, Trading and Marketing of the whole range of water and waste water systems and machineries, including but not limited to membrane technologies, conventional and membrane processes, wastewater treatment systems, total water management solutions, including services (detailed engineering, O&M manuals,

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Chembond Chemicals Limited

design centre) and equipment (sourcing, fabrication of BioWheel and BioBrane, vessels, etc) including but not limited to the parts and accessories required for the said plants or machineries.

2. To carry on business as manufacturers, producers, processors, growers, fermentators, distillers, refiners, makers, inventors, convertors, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, bottlers, packers, movers, preservers, stockists, agents, subagents, merchants, distributors, consignors, jobbers, brokers, concessionaires or otherwise deal in acids, alkalies, salts, all kinds and varieties of chemicals, substances and products whether-natural or artificial, including but not limited to water treatment chemicals including its compounds, intermediates, derivatives and by products thereof and all kinds, classes, charter and property of organic and inorganic chemicals and compounds which has been developed or known or which may be developed or invented in future as a result of any research and studies made in any part of the world.

• 3.To carry on business whether in India or outside of providing any type of services, including Advisory services, Consultancy services, Management services, Operations and Maintenance Services, in the field of Water Treatment and water projects.

4. To establish, provide, maintain and conduct research laboratories for scientific, technical or research activities and to undertake and carry on business whether directly or in collaboration with other agencies on contract or otherwise of Research and Development, technology development, analytical, experimental, investigations and other work for facilitating the manufacturing and / or processing of the products and / or services to be rendered by the Company or to promote in any way the business of the Companies including licensing, franchising or selling of the developed technologies.�

• 8.7. The capital Structure of the Transferor Company No. 1 as on March 31, 2024 was as under:

Particulars	Amount (in`)
Authorized Capital
1,00,00,000 Equity shares of`10 (Rupees Ten only) each	10,00,00,000
Total	10,00,00,000
Issued, Subscribed and Paid-up Capital
82,78,057 Equity shares of`10 (Rupees Ten only) each	8,27,80,570
Total	8,27,80,570

• 8.8. The copy of Audited Financial Statements as on March 31, 2024 and a copy of Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of the Transferor Company No. 1 is annexed herewith as �Annexure 4B�.

• 8.9. The details of the promoter (including promoter group) of Transferor Company No. 1 as on September 30, 2024 are as follows:

Sr No	Name of Promoter/ Promoter Group	Category	Address
1	Chembond Water Technologies Limited*	Promoter	Chembond Centre, EL-71, MIDC, Mahape, Navi Mumbai � 400 710

*Includes shares held by nominee shareholders

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Chembond Chemicals Limited

• 8.10. The details of the Directors and Key Managerial Personnel (�KMP�) of the Transferor Company No. 1 are as follows:

Sr No	Name of the Director/ KMP	DIN	Designation	Address
1.	Nirmal V. Shah	00083853	Director	Phalguni Apartment, Sarojini Road, Santacruz (W), Mumbai � 400 054
2.	Sushil U. Lakhani	01578957	Director	Jehanger Bhag, Cadell Road, Mahim, Mumbai � 400 016
3.	Vinod J. Deshpande	07529370	Director	Vijay Enclave, Ghodbunder Road, Waghbill Naka, Thane (W) � 400 615
4.	Dilpesh S. Patel	10601715	Director	Uxbridge Road, Pinner HA5 4SG
5.	Mahendra K. Ghelani	01108297	Director	Paradise Apt., L. Jagmohandas Marg., Mumbai � 400 006
6.	Pallavi Jamidar		Company Secretary	Vrindavandham Society, Sector 5, Ghansoli � 400 701

• 8.11. As on March 31, 2024, the Transferor Company No. 1 has nil secured creditors and unsecured creditors aggregating to `3,40,24,673 (Rupees Three crores forty lakhs twenty-four thousand six hundred seventythree only)

• 8.12. The Scheme was approved by the Board of Directors of Transferor Company No. 1 at their meeting held on December 12, 2023, subject to approval by the requisite majority of the equity shareholders of Transferor Company No. 1 and subject to the sanction of the Hon�ble Tribunal and such other authorities as may be required. All the Directors were present at the meeting and voted unanimously in favour of the Scheme.

• 8.13. Effect of Scheme on Shareholders, Directors, Promoters, Key Managerial Personnel, Non-promoter members, Depositors, Creditors, Employees of the Transferor Company No. 1:

• a. Effect on equity shareholders (promoter shareholders and non-promoter shareholders):

• As regards to demerger, all the equity shareholders of the Demerged Company (promoter and nonpromoter), as on the Record Date (as defined in the Scheme) shall receive equity shares of the Resulting Company in the following ratio:

�for every 1 (One) fully paid-up equity share having face value of _5 (Rupees Five only) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of_ 5 (Rupees Five only) each, in the Resulting Company�

in consideration for the transfer of the Demerged Undertaking pursuant to Demerger basis a Fair Share Entitlement Ratio recommended by SSPA & Co, Registered Valuers and Vivro Financial Services Private Limited, Category � I Merchant Banker. There will be no change in the economic interest of the shareholders of the Demerged Company, before and after the Scheme. After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Resulting Company will be issued as consideration pursuant to the Scheme. These shares shall be listed on BSE and NSE, thus ensuring the marketability and tradability of the equity shares issued by the Resulting Company.

• As regards to Amalgamation � I, Transferor Company No.1 will become an indirect wholly owned subsidiary of the Resulting Company pursuant to demerger and hence there shall be no issue of shares by the Resulting Company as consideration for the amalgamation of Transferor Company No. 1. With

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Chembond Chemicals Limited

regards to Amalgamation � II, Transferor Companies are wholly owned subsidiaries (direct and indirect) of the Demerged Company and there shall be no issue of shares by the Demerged Company as consideration for the amalgamation of the Transferor Companies. Accordingly, Amalgamation � I and Amalgamation � II would be neutral to the Resulting Company, Demerged Company and its public shareholders.

• All the shares held by the Demerged Company in the Transferor Companies shall stand cancelled without any further act or deed on amalgamation coming into effect. There would neither be any change in the existing number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Demerged Company pursuant to amalgamation. Also, the Scheme does not provide for any reduction in the public shareholding percentage in the Demerged Company.

• The proposed Scheme is expected to be beneficial to the Demerged Company/Transferee Company, Resulting Company, Transferor Company No. 1, Transferor Companies and their respective shareholders and all their stake holders and will enable the Demerged Company/Transferee Company and the Resulting Company to achieve and fulfil their objectives more effectively and efficiently.

• b. Effect on Directors and KMP:

• The Directors and Key Managerial Personnels (KMPs) of the Resulting Company shall continue as Directors and KMPs of the Resulting Company after effectiveness of the Scheme. Please refer to point (a) above for details regarding the effect of the Scheme on such Directors and KMPs who are also shareholders of the Resulting Company. Other than the above, the Directors and KMPs are not affected pursuant to the Scheme.

• Post Amalgamation-I the Transferor Company No. 1 shall stand dissolved without winding up and accordingly, they are not required to appoint any Directors and KMPs.

• c. Effect on creditors:

• Under the Scheme, no arrangement is sought to be entered into between the Resulting Company and its creditors. The interest of the creditors of the Transferor Company No. 1 shall not be impacted in any manner.

• Upon effectiveness of the Scheme and as provided in the Scheme, the creditors of the Transferor Company No. 1 shall become the creditors of the Resulting Company. No compromise is offered under the Scheme to any of the creditors of the Transferor Company No. 1. The liability of the creditors of the Transferor Company No. 1, under the Scheme, is neither being reduced nor being extinguished. The creditors of the Transferor Company No. 1 would in no way be affected by the Scheme.

• d. Effect on staff or employees:

• Under the Scheme, no rights of the staff and employees of the Transferor Company No. 1 are being affected.

• On the Scheme becoming effective, the employees of the Transferor Company No. 1 who are in employment as on the Effective Date (as defined in the Scheme) shall become and shall be deemed to have become the employees of the Resulting Company, without any interruption or break of service and on terms and conditions no less favourable than those applicable to them with reference to their employment in the Transferor Company No. 1 on the Effective Date. In the circumstances, the rights of the staff and employees of the Transferor Company No. 1 would in no way be affected by the Scheme.

• e. Effect on Deposit Holders and Deposit Trustees:

• As on date of Notice, the Company has not accepted any deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

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Chembond Chemicals Limited

• As on date of Notice, the Company has not issued any debentures and therefore, the effect of the Scheme on the Debenture holders and Debenture trustee(s) does not arise.

• 8.14. As on the date of the Notice, there are no investigations or proceedings pending against the Transferor Company No. 1 under the provisions of the Companies Act, 2013.

9. Details of Chembond Material Technologies Private Limited (Transferor Company No. 2):

• 9.1. Chembond Material Technologies Private Limited is a Company incorporated on March 24, 2000 in the State of Maharashtra under the provisions of the Companies Act, 1956 in the name and style of �Protochem Industries Private Limited�. Subsequently its name was changed to �Chembond Material Technologies Private Limited� on July 21, 2018. The Registered Office of the Transferor Company No. 2 is situated at Plot No.A-737/5, TTC MIDC Area, Mahape Village, Thane Belapur Road, Navi Mumbai, Maharashtra, India, 400710. The Corporate Identification Number of the Transferor Company No. 2 is U24200MH2000PTC125231 and Permanent Account Number is AABCP9509R. Transferor Company No. 2 is a wholly owned subsidiary of the Demerged Company. Clause 24 of the �objects incidental or ancillary to the attainment of the main objects� of the memorandum of association of the Transferor Company No. 2 allows/enables amalgamation of the Transferor Company No. 2 with any other company or companies and the e-mail address is cs@chembondindia.com.

• 9.2. The Transferor Company No. 2 is engaged in the business of offering innovative & value delivering solutions to industrial customers in the areas of surface treatment, bonding & sealing, & coatings.

• 9.3. There has been no change in the Name, Registered Office of the Transferor Company No. 2 in the last 5 (five) years. The object clause of the company was amended in FY 2020-21.

• 9.4. The Board of Directors of the Transferor Company No. 2 has adopted a report dated December 12, 2023 setting out the salient features and commercial rationale behind the Scheme annexed as �Annexure 5A�.

• 9.5. A copy of the Scheme has been filed by the Transferor Company No. 2 with the Registrar of Companies, Mumbai in Form No. GNL-1 on October 19, 2024.

• 9.6. The main objects of the Transferor Company No.2, inter alia, are as follows:

1. �To manufacture, trade, import and export the chemicals for protection of metals against corrosion and manufacturing and marketing of speciality chemicals for various industries. These speciality ranges include metal pretreatment chemicals, sealants, coatings, adhesives, corrosion inhibitors, heat treatment salts, rust preventives and other cleaning chemicals meeting various defence and aviation specifications (whether by wholesale or by retail) and all kinds of drugs, chemicals, acids and compounds dyes, cosmetics, paints, pigments, oils, varnishes, resins and synthetic and manmade materials and fabrics of any / whatsoever nature.

2. To carry on all or any business of manufacturers, dealers, processors in the field of surface treatment of ferrous and non-ferrous metals and other substrates for anti-corrosive, paint adhesion or lubricity purposes and to carry on all or any of the business of inventors, exploiters of all types of processes in the field of chemicals and pre-treatment for anti-corrosive, paint adhesion and lubricity purposes of metallic and non-metallic substrates and industrial coatings.

3. To establish, operate, propagate, manufacture, produce, cultivate, process, do research and development, test, analyse, collaborate, import, export, sell, purchase or otherwise deal in marketing or multi marketing of health care and nutrition products, food, food supplements, input chemicals for humans & companion animals, feed, all feed supplements & farm products for all animal species that includes cattle, dairy, swine, equine, poultry, other livestock animals, aquaculture (including products for bioremediation), all products used as agriculture inputs that includes biofertilizers, bio-pesticides, soil nourishment, growth promoters, etc., all industrial input chemicals & biological entities used in distillery, oenology, winery, brewery and many other life science, microbiology, biochemical and

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Chembond Chemicals Limited

sanitation related products. Products can also include any active probiotics (bacteria, yeast, fungus), their derivatives, metabolites, all types of enzymes, chemicals, drugs (other than those specified in Schedule C, C1 & X to the Drugs & Cosmetics Rule, 1945), APIs, intermediates, plant derivatives, herb & vegetable extracts, marine / sea foods, natural or genetically modified organisms or organism/animal derived products, manufactured through plant & machinery, fermentation, membrane processing, or through any other processing.�

• 9.7. The share capital of the Transferor Company No. 2 as on March 31, 2024 was as under:

Particulars	Amount (in`)
Authorized Capital
25,00,000 Equity shares of`10/- (Rupees Ten only) each	2,50,00,000
Total	2,50,00,000
Issued, Subscribed and Paid-up Capital
15,15,000 Equity shares of`10/- (Rupees Ten only) each	1,51,50,000
Total	1,51,50,000

The National Company Law Tribunal vide its order dated September 12, 2023 approved the merger of Chembond Polymers and Materials Limited a wholly owned subsidiary of the Transferee Company into Chembond Material Technologies Private Limited.

• 9.8. The copy of Audited Financial Statements as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of the Transferor Company No. 2 is annexed herewith as �Annexure 5B�.

• 9.9. The details of the promoter (including promoter group) of Transferor Company No. 2 as on September 30, 2024 are as follows:

Sr No	Name of Promoter/ Promoter Group	Category	Address
1	Chembond Chemicals Limited*	Promoter	Chembond Centre, EL-71, MIDC, Mahape, Navi Mumbai � 400 710

*Includes shares held by nominee shareholders

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Chembond Chemicals Limited

• 9.10. The details of the Directors and Key Managerial Personnel (�KMP�) of the Transferor Company No. 2 are as follows:

Sr. No.	Name of the Director/ KMP	DIN	Designation	Address
1.	Sameer V. Shah	00105721	Director	Sujata, Saraswati Road, Santacruz West Mumbai 400054
2.	Nirmal V. Shah	00083853	Director	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400054
3.	Harish L. Maheshwari	02411811	Director	Aricia's Solitaire C.H.C., Mulund (W), Mumbai 4000 080
4.	Raj K. Gupta	00107039	Director	East of Kailash New Delhi � 110065
5.	Jaywant K. Tawade	08231696	Director	Chaturshringi Road, Model Colony, Pune � 411016
6.	Subhash P. Kolhe	08237446	Director	Laxmi Sadan Bldg, Ramnagar, Dombivli (E) 421201.
7.	Mahendra K. Ghelani	01108297	Director	Paradise Apt., L Jagmohandas Marg, Mumbai- 400006
8.	Jayesh P. Shah	00138346	Additional Director	Pritam, Khar (W), Mumbai 400052

• 9.11. As on March 31, 2024, the Transferor Company No. 2 has secured creditor amounting to Rs. 83,91,302 (Rupees Eighty three lakhs ninety one thousand three hundred and two only) and unsecured creditors aggregating to Rs.39,43,16,324 (Rupees Thirty-Nine crore forty-three lakhs sixteen thousand three hundred twenty-four only)

• 9.12. The Scheme was approved by the Board of Directors of the Transferor Company No. 2 at their meeting held on December 12, 2023, subject to approval by the equity shareholders of the Transferor Company No. 2 and subject to the sanction of the Hon�ble Tribunal and such other authorities as may be required. All the Directors except Harish L. Maheshwari were present at the meeting and voted unanimously in favour of the Scheme.

• 9.13. Effect of Scheme on Shareholders, Directors, Promoters, Key Managerial Personnel, Non-promoter members, Depositors, Creditors, Employees of the Transferor Company No. 2:

• a. Effect on equity shareholders (promoter shareholders and non-promoter shareholders):

• As regards to demerger, all the equity shareholders of the Company (promoter and non-promoter), as on the Record Date (as defined in the Scheme) shall receive equity shares of the Resulting Company in the following ratio:

�for every 1 (One) fully paid-up equity share having face value of Rs. 5 (Rupees Five only) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of Rs. 5 (Rupees Five only) each, in the Resulting Company�

in consideration for the transfer of the Demerged Undertaking pursuant to Demerger basis a Fair Share Entitlement Ratio recommended by SSPA & Co, Registered Valuers and Vivro Financial Services Private Limited, Category � I Merchant Banker. There will be no change in the economic interest of the shareholders of the Demerged Company, before and after the Scheme. After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Resulting Company will be issued as consideration pursuant to the Scheme. These shares shall be listed on BSE and NSE,

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Chembond Chemicals Limited

thus ensuring the marketability and tradability of the equity shares issued by the Resulting Company.

• As regards to Amalgamation � I, Transferor Company No.1 will become an indirect wholly owned subsidiary of the Resulting Company pursuant to demerger and hence there shall be no issue of shares by the Resulting Company as consideration for the amalgamation of Transferor Company No. 1. With regards to Amalgamation � II, Transferor Companies are wholly owned subsidiaries (direct and indirect) of the Transferee Company and there shall be no issue of shares by the Transferee Company as consideration for the amalgamation of the Transferor Companies. Accordingly, Amalgamation � I and Amalgamation � II would be neutral to the Resulting Company, Transferee Company and its public shareholders.

• All the shares held by the Transferee Company in the Transferor Companies shall stand cancelled without any further act or deed on amalgamation coming into effect. There would neither be any change in the existing number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Transferee Company pursuant to amalgamation. Also, the Scheme does not provide for any reduction in the public shareholding percentage in the Transferee Company.

• The proposed Scheme is expected to be beneficial to the Demerged Company/Transferee Company, Resulting Company, Transferor Company No. 1, Transferor Companies and their respective shareholders and all their stake holders and will enable the Demerged Company/Transferee Company and the Resulting Company to achieve and fulfil their objectives more effectively and efficiently.

• b. Effect on Directors and KMP:

• The Directors and Key Managerial Personnels (KMPs) of the Demerged Company shall continue as Directors and KMP of the Transferee Company after effectiveness of the Scheme. Please refer to point (a) above for details regarding the effect of the Scheme on such Directors and KMPs who are also shareholders of the Demerged Company. Other than the above, the Directors and KMPs are not affected pursuant to the Scheme.

• Post Amalgamation the Transferor Companies shall stand dissolved without winding up and accordingly, they are not required to appoint any Directors and KMPs.

• c. Effect on creditors:

• Under the Scheme, no arrangement is sought to be entered into between the Demerged Company and its creditors.

• Under the Scheme, there is no arrangement with the creditors of the Transferor Companies. Upon effectiveness of the Scheme and as provided in the Scheme, the creditors of the Transferor Companies shall become the creditors of the Demerged Company. No compromise is offered under the Scheme to any of the creditors of the Transferor Companies. The liability of the creditors of the Transferor Companies, under the Scheme, is neither being reduced nor being extinguished. The creditors of the Transferor Companies would in no way be affected by the Scheme.

• d. Effect on staff or employees:

• Under the Scheme, no rights of the staff and employees of the Demerged Company are being affected.

• On the Scheme becoming effective, the employees of the Transferor Companies who are in employment as on the Effective Date (as defined in the Scheme) shall become and shall be deemed to have become the employees of the Demerged Company, without any interruption or break of service and on terms and conditions no less favourable than those applicable to them with reference to their employment in the Transferor Companies on the Effective Date. In the circumstances, the rights of the

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Chembond Chemicals Limited

staff and employees of the Transferor Companies would in no way be affected by the Scheme.

• e. Effect on Deposit Holders and Deposit Trustees:

• As on date of Notice, the Company has not accepted any public deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

• As on date of Notice, the Company has not issued any debentures and therefore, the effect of the Scheme on the Debenture holders and Debenture trustee(s) does not arise.

• 9.14. As on the date of the Notice, there are no investigations or proceedings pending against the Transferor Company No. 2 under the provisions of the Companies Act, 2013.

10. Details of Phiroze Sethna Private Limited (Transferor Company No. 3):

• 10.1. Phiroze Sethna Private Limited is a Company incorporated on June 24, 1975 in the State of Maharashtra under the provisions of the Companies Act, 1956 in the name and style of �Phiroze Sethna Private Limited�. The Registered Office of the Transferor Company No. 3 is situated at Chembond Centre, EL-71, MIDC, Mahape, Navi Mumbai, Maharashtra, India � 400 710. The Corporate Identitification Number of the Transferor Company No. 3 is U25209MH1975PTC018396 and Permanent Account Number is AAACP6098G. The Transferor Company No. 3 is a wholly owned subsidiary of the Transferee Company. Clause 6 of the �objects incidental or ancillary to the attainment of the main objects� of the Memorandum of Association of the Transferor Company No. 3 allows/enables amalgamation of the Transferor Company No. 3 with any other company or companies and the e-mail address is cs@chembondindia.com.

• 10.2. The Transferor Company No. 3 is manufacturing and marketing a wide range of products to automobiles manufacturers, ancillary industries and other manufacturing sectors.

• 10.3. There has been no change in the name and objects of the Transferee Company in the last 5 (five) years. However, the Registered office address was changed in FY 2022-23.

• 10.4. The Board of Directors of the Transferor Company No. 3 has adopted a report dated December 12, 2023 setting out the salient features and commercial rationale behind the Scheme annexed as �Annexure 6A� .

• 10.5. A copy of the Scheme has been filed by the Transferor Company No. 3 with the Registrar of Companies, Mumbai in Form No. GNL-1 on October 19, 2024.

• 10.6. The main objects of the Transferor Company No.3, inter alia, are as follows:

1. �To carry on all or any of the business, of manufacturers, purchasers, sellers, developers of & dealers in plastic products such as rollers used for duplicating, printing, textile, industrial and domestic machines, plastic compounds, plastic coating materials, consumer products using thermo setting & thermo plastic raw materials particularly poly vinyl chloride.

2. To carry on the business of manufacturers of ferrous & non-ferrous castings & other light engineering goods involving fabrication or castings.

3. To carry on the business of processing cotton including ginning and pressing cotton and the business of cotton spinners, doublers and worsted spinners and generally to manufacture, deal in all kinds of textile yarns and fabrics made of cotton, jute, wool or synthetic fibres or a combination of one or more of them and to carry on the business of exporters and importers of and traders and dealers in any of the aforesaid products�

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Chembond Chemicals Limited

• 10.7. The Authorized, subscribed and paid-up share capital of the Transferor Company No. 3 as on March 31, 2024, was as under:

2024, was as under:
Particulars	Amount (in`)
Authorized Capital
5,000 Equity Shares of`100/- each	5,00,000
4,950 Unclassified Shares of`100/- each	4,95,000
9.50% Cumulative Redeemable Preference Shares of`100/- each	5,000
Total	10,00,000
Issued, Subscribed and Paid-up Capital
4,000 Equity Shares of`100/- each	4,00,000
Total	4,00,000

• 10.8. The copy of Audited Financial Statements as on March 31, 2024 and Unaudited Limited Reviewed

• Financial Statements, for six months ended September 30, 2024 of the Transferor Company No. 3 is annexed herewith as �Annexure 6B�.

• 10.9. The details of the promoter (including promoter group) of Transferor Company No. 3 as on Monday, September 30, 2024 are as follows:

Sr No	Name of Promoter/ Promoter Group	Category	Address
1	Chembond Chemicals Limited*	Promoter	Chembond Centre, El-71, MIDC, Mahape, Navi Mumbai - 400 710

*Includes shares held by nominee shareholders

10.10. The details of the Directors and Key Managerial Personnel (�KMP�) of the Transferor Company No. 3 are as follows:

	are as follows:
Sr. No.	Name of the Director/ KMP	DIN	Designation	Address
1.	Sameer V. Shah	00105721	Director	Sujata, Saraswati Road, Santacruz West Mumbai-400054
2.	Nirmal V. Shah	00083853	Director	Phalguni Apartment, Sarojini Road, Santacruz (West), Mumbai-400054
3.	Mahendra K. Ghelani	01108297	Director	Paradise Apt., L Jagmohandas Marg, Mumbai- 400006
4.	Rashmi Gavli	08001649	Director	Keshav Kunj, Sector-15, Navi Mumbai � 400705

• 10.11. As on March 31, 2024, the Transferor Company No. 3 has nil secured creditor and unsecured creditors

• aggregating to Rs. 1,61,53,660 (Rupees One crore sixty one lakhs fifty three thousand six hundred sixty only).

10.12. The Scheme was approved by the Board of Directors of the Transferor Company No. 3 at their meeting held on December 12, 2023, subject to approval by the requisite majority of the equity shareholders of the Transferor Company No. 3 and subject to the sanction of the Hon�ble Tribunal and such other authorities as may be required. All the Directors were present at the meeting and voted unanimously

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Chembond Chemicals Limited

  - in favour of the Scheme.

• 10.13. Effect of Scheme on Shareholders, Directors, Promoters, Key Managerial Personnel, Non-promoter members, Depositors, Creditors, Employees of the Transferor Company No. 3:

• a. Effect on equity shareholders (promoter shareholders and non-promoter shareholders):

• As regards to demerger, all the equity shareholders of the Demerged Company (promoter and nonpromoter), as on the Record Date (as defined in the Scheme) shall receive equity shares of the Resulting Company in the following ratio:

�for every 1 (One) fully paid-up equity share having face value of _5 (Rupees Five only) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of_ 5 (Rupees Five only) each, in the Resulting Company�

in consideration for the transfer of the Demerged Undertaking pursuant to Demerger basis a Fair Share Entitlement Ratio recommended by SSPA & Co, Registered Valuers and Vivro Financial Services Private Limited, Category � I Merchant Banker. There will be no change in the economic interest of the shareholders of the Demerged Company, before and the after Scheme. After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Resulting Company will be issued as consideration pursuant to the Scheme. These shares shall be listed on BSE and NSE, thus ensuring the marketability and tradability of the equity shares issued by the Resulting Company.

• As regards to Amalgamation � I, Transferor Company No.1 will become an indirect wholly owned subsidiary of the Resulting Company pursuant to demerger and hence there shall be no issue of shares by the Resulting Company as consideration for the amalgamation of Transferor Company No. 1. With regards to Amalgamation � II, Transferor Companies are wholly owned subsidiaries (direct and indirect) of the Demerged Company and there shall be no issue of shares by the Demerged Company as consideration for the amalgamation of the Transferor Companies. Accordingly, Amalgamation � I and Amalgamation � II would be neutral to the Resulting Company, Demerged Company and its public shareholders.

• All the shares held by the Demerged Company in the Transferor Companies shall stand cancelled without further act or deed on amalgamation coming into effect. There would neither be any change in the existing number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Demerged Company pursuant to amalgamation. Also, the Scheme does not provide for any reduction in the public shareholding percentage in the Demerged Company.

The proposed Scheme is expected to be beneficial to the Demerged Company/Transferee Company, Resulting Company, Transferor Company No. 1, Transferor Companies and their respective shareholders and all their stake holders and will enable the Demerged Company/Transferee Company and the Resulting Company to achieve and fulfil their objectives more effectively and efficiently.

• b. Effect on Directors and KMP:

• The Directors and Key Managerial Personnels (KMPs) of the Demerged Company shall continue as Key Managerial Personnel of the Demerged Company after effectiveness of the Scheme. Please refer to point (a) above for details regarding the effect of the Scheme on such Directors and KMPs who are also shareholders of the Demerged Company. Other than the above, the Directors and KMPs are not affected pursuant to the Scheme.

• Post Amalgamation the Transferor Companies shall stand dissolved without winding up and

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Chembond Chemicals Limited

accordingly, they are not required to appoint any Directors and KMPs.

• c. Effect on creditors:

• Under the Scheme, no arrangement is sought to be entered into between the Demerged Company and its creditors.

• Under the Scheme, there is no arrangement with the creditors of the Transferor Companies. Upon effectiveness of the Scheme and as provided in the Scheme, the creditors of the Transferor Companies shall become the creditors of the Demerged Company. No compromise is offered under the Scheme to any of the creditors of the Transferor Companies. The liability of the creditors of the Transferor Companies, under the Scheme, is neither being reduced nor being extinguished. The creditors of the Transferor Companies would in no way be affected by the Scheme.

• d. Effect on staff or employees:

• Under the Scheme, no rights of the staff and employees of the Demerged Company are being affected.

• On the Scheme becoming effective, the employees of the Transferor Companies who are in employment as on the Effective Date (as defined in the Scheme) shall become and shall be deemed to have become the employees of the Demerged Company, without any interruption or break of service and on terms and conditions no less favourable than those applicable to them with reference to their employment in the Transferor Companies on the Effective Date. In the circumstances, the rights of the staff and employees of the Transferor Companies would in no way be affected by the Scheme.

• e. Effect on Deposit Holders and Deposit Trustees:

• As on date of Notice, Company has not accepted any public deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

• As on date of Notice, Company has not issued any debentures and therefore, the effect of the Scheme on the Debenture holders and Debenture trustee (s) does not arise.

• 10.14. As on the date of the Notice, there are no investigations or proceedings pending against the Transferor Company No. 3 under the provisions of the Companies Act, 2013.

11. Details of Gramos Chemicals (India) Private Limited (�Transferor Company No. 4�):

• 11.1. Gramos Chemicals (India) Private Limited is a Company incorporated on February 26, 1985 in the State of Maharashtra under the Companies Act, 1956 in the name and style of �Sunbeam Solvents Private Limited�. Subsequently its name was changed to �Gramos Chemicals (India) Private Limited on March 24, 1988. The Registered Office of the Transferor Company No. 4 is situated at Chembond Centre, EL- 71, MIDC, Mahape, Navi Mumbai, Maharashtra, India - 400710. The Corporate Identification Number of the Transferor Company No. 4 is U99999MH1985PTC035486 and Permanent Account Number is AAACG1732C. The Transferor Company No. 4 is a step down subsidiary of the Transferee Company and wholly owned subsidiary of Transferor Company No. 3. Clause 5 of the �objects incidental or ancillary to the attainment of the main objects� of the Memorandum of Association of the Transferor Company No. 4 allows/enables amalgamation of the Transferor Company No. 4 with any other company or companies, and the e-mail address is cs@chembondindia.com.

• 11.2. The Transferor Company No. 4 is engaged in the business of manufacturing products for paint shop with a presence in the leading automotive and industrial plants of the country.

• 11.3. There has been no change in the name and objects of the Transferor Company No. 4 in the last 5 (five) years. However, the Registered office address was changed in FY 2022-23.

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Chembond Chemicals Limited

• 11.4. The Board of Directors of the Transferor Company No. 4 has adopted a report dated December 12, 2023 setting out the salient features and commercial rationale behind the Scheme annexed as �Annexure 7A�.

• 11.5. A copy of the Scheme has been filed by Transferor Company No. 4 with the Registrar of Companies, Mumbai in Form No. GNL-1 on October 19, 2024.

• 11.6. The main objects of the Transferor Company No.4, inter alia, are as follows:

�To carry on the business of manufacturing, purchasing, selling, developing, importing of and dealing in chemicals and electrolytic cleaners, chemical paint strippers, chemically treated cloths, face mask and othermaterials for dust control and removal, chemicals and - polishes for finished products, plastics compounds, particularly, polyvinyl chloride, liquid plastic -membranes, liquid plastic coating materials and chemicals of all types.�

• 11.7. The Authorized, subscribed and paid-up share capital of the Transferor Company No. 4 as on March 31, 2024, was as under:

2024, was as under:
Particulars	Amount (in`)
Authorized Capital
1,00,000 Equity Shares of`100/- each	1,00,00,000
Total	1,00,00,000
Issued, Subscribed and Paid-up Capital
48,000 Equity Shares of`100/- each	48,00,000
Total	48,00,000

• 11.8. The copy of Audited Financial Statements as on March 31, 2024 and Unaudited Limited Reviewed Financial Statements for six months ended September 30, 2024 of the Transferor Company No. 4 is annexed herewith as �Annexure 7B�.

• 11.9. The details of the promoter (including promoter group) of Transferor Company No. 4 as on September 30, 2024 are as follows:

Sr No	Name of Promoter/ Promoter Group	Category	Address
1	Phiroze Sethna Private Limited*	Promoter	Chembond Centre, EL - 71, MIDC, Mahape, Navi Mumbai, Thane � 400 710

*Includes shares held by nominee shareholder.

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Chembond Chemicals Limited

• 11.10. The details of the Directors and Key Managerial Personnel (�KMP�) of the Transferor Company No. 4 are as follows:

	as follows:
Sr. No.	Name of the Director/ KMP	DIN	Designation	Address
1.	Sameer V. Shah	00105721	Director	Sujata, Saraswati Road, Santacruz West Mumbai 400054
2.	Nirmal V. Shah	00083853	Director	Phalguni Apartment, S arojini Road, Santacruz (West), Mumbai-400054
3.	Rashmi Gali	08001649	Director	Keshav Kunj, Sector-15, Near Palm Beach Road, Navi Mumbai � 400705

• 11.11. As on March 31, 2024, the Transferor Company No. 4 has Nil secured creditor and unsecured creditors aggregating to Rs.7,01,25,778 (Rupees Seven crores one lakh twenty-five thousand seven hundred seventy-eight only).

• 11.12. The Scheme was approved by the Board of Directors of the Transferor Company No. 4 at their meeting held on December 12, 2023, subject to approval by the requisite majority of the equity shareholders of the Transferor Company No. 4 and subject to the sanction of the Hon�ble Tribunal and such other authorities as may be required. All the Directors were present at the meeting and voted unanimously in favour of the Scheme.

• 11.13. Effect of Scheme on Shareholders, Directors, Promoters, Key Managerial Personnel, Non-promoter members, Depositors, Creditors, Employees of the Transferor Company No. 4:

• a. Effect on equity shareholders (promoter shareholders and non-promoter shareholders):

• As regards to demerger, all the equity shareholders of the Demerged Company (promoter and nonpromoter), as on the Record Date (as defined in the Scheme) shall receive equity shares of the Resulting Company in the following ratio:

�for every 1 (One) fully paid-up equity share having face value of Rs. 5 (Rupees Five only) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of Rs. 5 (Rupees Five only) each, in the Resulting Company�

in consideration for the transfer of the Demerged Undertaking pursuant to Demerger basis a Fair Share Entitlement Ratio recommended by SSPA & Co, Registered Valuers and Vivro Financial Services Private Limited, Category � I Merchant Banker. There will be no change in the economic interest of the shareholders of the Demerged Company, before and after the Scheme. After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Resulting Company will be issued as consideration pursuant to the Scheme. These shares shall be listed on BSE and NSE, thus ensuring the marketability and tradability of the equity shares issued by the Resulting Company.

• As regards to Amalgamation � I, Transferor Company No.1 will become an indirect wholly owned subsidiary of the Resulting Company pursuant to demerger and hence there shall be no issue of shares by the Resulting Company as consideration for the amalgamation of Transferor Company No. 1. With regards to Amalgamation � II, Transferor Companies are wholly owned subsidiaries (direct and indirect) of the Demerged Company and there shall be no issue of shares by the Demerged Company as consideration for the amalgamation of the Transferor Companies. Accordingly, Amalgamation � I and Amalgamation � II would be neutral to the Resulting Company, Demerged Company and its public shareholders.

• All the shares held by the Demerged Company in the Transferor Companies shall stand cancelled without any further act or deed on amalgamation coming into effect. There would neither be any

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change in the existing number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Demerged Company pursuant to amalgamation. Also, the Scheme does not provide for any reduction in the public shareholding percentage in the Demerged Company.

• The proposed Scheme is expected to be beneficial to the Demerged Company/Transferee Company, Resulting Company, Transferor Company No. 1, Transferor Companies and their respective shareholders and all their stake holders and will enable the Demerged Company/Transferee Company and the Resulting Company to achieve and fulfil their objectives more effectively and efficiently.

• b. Effect on Directors and KMP:

• The Directors and Key Managerial Personnels (KMPs) of the Demerged Company shall continue as Directors and KMPs of the Demerged Company after effectiveness of the Scheme. Please refer to point (a) above for details regarding the effect of the Scheme on such Directors and KMPs who are also shareholders of the Demerged Company. Other than the above, the Directors and KMPs are not affected pursuant to the Scheme.

• Post Amalgamation the Transferor Companies shall stand dissolved without winding up and accordingly, they are not required to appoint any Directors and KMPs.

• c. Effect on creditors:

• Under the Scheme, no arrangement is sought to be entered into between the Demerged Company and its creditors. The interest of the creditors of the Transferor Companies shall not be impacted in any manner.

• Under the Scheme, there is no arrangement with the creditors of the Transferor Companies. Upon effectiveness of the Scheme and as provided in the Scheme, the creditors of the Transferor Companies shall become the creditors of the Demerged Company. No compromise is offered under the Scheme to any of the creditors of the Transferor Companies. The liability of the creditors of the Transferor Companies, under the Scheme, is neither being reduced nor being extinguished. The creditors of the Transferor Companies would in no way be affected by the Scheme.

• d. Effect on staff or employees:

• Under the Scheme, no rights of the staff and employees of the Demerged Company are being affected.

• On the Scheme becoming effective, the employees of the Transferor Companies who are in employment as on the Effective Date (as defined in the Scheme) shall become and shall be deemed to have become the employees of the Demerged Company, without any interruption or break of service and on terms and conditions no less favourable than those applicable to them with reference to their employment in the Transferor Companies on the Effective Date. In the circumstances, the rights of the staff and employees of the Transferor Companies would in no way be affected by the Scheme.

• e. Effect on Deposit Holders and Deposit Trustees:

• As on date of Notice, the Company has not accepted any deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

• As on date of Notice, the Company has not issued any debentures and therefore, the effect of the Scheme on the Debenture holders and Debenture trustee (s) does not arise.

• 11.14. As on the date of the Notice, there are no investigations or proceedings pending against the Transferor Company No. 4 under the provisions.

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12. Rationale of the Scheme:

• 12.1. The Chembond group, represented by the Demerged Company, viz. Chembond Chemicals Limited and its subsidiaries, step-down subsidiaries and step-down associates, is a well known name in India and engaged in manufacturing a diverse range of specialty chemicals and all products like water treatment, metal treatment, construction chemicals, high performance coatings, animal health, industrial adhesives and sealants and tolling. The Demerged Company has excellent infrastructure facilities like a wellequipped R & D laboratory, multiple regional offices, and production plants, well trained personnel and references across several business segments from the best-known companies in the field. The Demerged Company has come a long way and evolved from being a fledging start-up to India�s leading specialty chemicals manufacturer. Based on the aforesaid, the Demerged Company�s several businesses carried on by itself and through its subsidiary and step down subsidiary companies and associate companies can broadly be segregated into the following areas: (i) Water Technologies; (ii) Material Technologies; (iii) Construction Chemicals; (iv) Biotechnology; (v) Distribution; (vi) Tolling (vii) Adhesives; and (viii) Industrial Sealants.

• 12.2. Each of the several businesses carried on by the Demerged Company by itself and through its subsidiaries, step-down subsidiaries and step-down associate, including CC & WT Business (as defined hereinafter) has significant potential for growth. The nature of risk and competition involved in each of these businesses is distinct from others and consequently each business or undertaking can attract a different set of investors, strategic partners, lenders, and other stakeholders. There are also differences in the manner in which each of these businesses are required to be managed. In order to enable distinct focus of investors to invest in some of the key businesses and to lend greater focus to the operation of each of its diverse businesses, Demerged Company proposes to re-organize and segregate, by way of a demerger of its Demerged Undertaking and vesting of the same in the Resulting Company and subsequently, amalgamation of the Transferor Companies with the Transferee Company.

• 12.3. The proposed demerger pursuant to this Scheme is expected, inter alia, to result in following benefits:

• a. segregation and unbundling of the CC & WT Business of the Demerged Company into the Resulting Company, which will enable enhanced focus on Retained Business (as defined hereinafter) the Demerged Company and Resulting Company for exploiting opportunities of each of their businesses;

• b. unlocking of value for the shareholders of the Demerged Company, attracting investors and providing better flexibility in accessing capital, focused strategy and specialisation for sustained growth;

• c. logistics alignment leading to economies of scale for the Resulting Company and creation of sectoral efficiencies and benefitting stakeholders as well as optimization of operation and capital expenditure; and

• d. enhancing competitive strength, achieving cost optimisation, ensuring benefits through focused management of the financial, managerial and technical resources, personnel capabilities, skills, expertise and technologies of the Resulting Company and the Demerged Company thereby significantly contributing to future growth and maximizing shareholders' value.

• 12.4. Upon completion of proposed demerger, Transferor Company No. 1 will become a step-down subsidiary of the Resulting Company. The proposed Amalgamation � I and Amalgamation - II of the subsidiary companies (direct and indirect) into their respective holding company pursuant to this Scheme is expected, inter alia, to result in the following benefits:

• a. It will lead to greater efficiency in overall combined business including economies of scale, efficiency of operations, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more efficiently for the purpose of development of businesses of the combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize the administrative compliances and to maximize shareholders value;

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• b. It will provide for more productive and optimum utilization of various resources by pooling of the managerial, technical and financial resources of the Transferor Company No. 1, Resulting Company, Transferor Companies and the Transferee Company which will fuel the growth of the business and help effectively address the growing competition;

• c. It will result in economies of scale, reduction in overheads including administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optimal utilization of resources by elimination of unnecessary duplication of activities and related costs which will in turn promote maximization of stakeholders value;

• d. It will result in reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Company No. 1, Resulting Company, Transferor Companies and the Transferee Company; and

• e. In summary, the proposed restructuring focuses on optimizing the operational structure to enable better focus, specialization, and efficiency across different business segments, ultimately leading to increased shareholder value and sustained growth for the entities involved.

The proposed restructuring is in the interest of the shareholders, creditors, employees, and other stakeholders in each of the Companies.

13. Relationship between the Demerged Company, Resulting company, Transferor Company No.1 and Transferor Companies

The Resulting Company, Transferor Company No. 1, and the Transferor Companies are wholly owned subsidiaries (direct and indirect) of Demerged Company.

14. Appointed Date, Effective Date, Record Date, Share Exchange Ratio and other considerations:

• Appointed Date : means the commencement of business hours of April 1, 2024 with effect from which all the sections of this Scheme will be deemed to be effective.

• Effective Date : means the date on which the last of the conditions in Clause 46 of Section IV of the Scheme are complied with and Section I, Section II, Section III and Section IV of the Scheme are made effective with effect from the Appointed Date

• Record Date : has the meaning ascribed to it in Clause 11.1 of Section I of this Scheme;

• Share Exchange Ratio for the purposes of Section I of this Scheme: (a) for every 1 (One) fully paid-up equity share having face value of Rs. 5 (Rupees Five) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of Rs. 5 (Rupees Five) each, in the Resulting Company .

• Share Exchange Ratio for the purposes of Section II of this Scheme: Transferor Company No. 1 will become an indirect wholly owned subsidiary company of the Resulting Company post the effectiveness of the Scheme. Its entire share capital will be indirectly held by the Resulting Company. Hence, upon Amalgamation � I becoming effective, no shares of Resulting Company shall be allotted in lieu or exchange of the shares of the Transferor Company No. 1. Upon the Scheme becoming effective, the entire share capital of the Transferor Company No. 1 shall be cancelled and extinguished.

• Share Exchange Ratio for the purposes of Section III of this Scheme: The Transferor Companies are wholly owned subsidiary and / or step down subsidiary companies of Transferee Company. Their entire share capital is directly or indirectly held by the Transferee Company. Hence, upon the Scheme becoming effective, no shares of Transferee Company shall be allotted in lieu or exchange of the shares of the Transferor Companies. Upon the Scheme becoming effective, the entire share capital of the Transferor Companies shall be cancelled and extinguished.

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15. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme.

• 15.1. The Scheme was placed before the Audit Committee of the Transferee Company at its meeting held on December 12, 2023. The Audit Committee, inter alia, recommended the Scheme to the Board of Directors of the Transferee Company for its favourable consideration. The report adopted by the Audit Committee of the Company and by the committee of the Independent Directors are annexed here with as �Annexure 8A and Annexure 8B�.

• 15.2. The Scheme was also placed before the Audit Committee of the Transferor Company No. 2 at its meeting held on December 12, 2023. The Audit Committee, inter alia, recommended the Scheme to the Board of Directors of the Transferor Company No. 2 for its favourable consideration.

• 15.3. The Board of Directors of the Demerged Company, Resulting Company, Transferor Company No. 1 and Transferor Companies at its respective Board Meetings held on December 12, 2023, have approved the proposed Scheme. A copy of the said Board Resolutions of the Companies is annexed hereto as � Annexure 9�.

• NSE was appointed as the Designated Stock Exchange by the Company for the purpose of co-ordinating with the SEBI for obtaining approval of SEBI in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• The Company by its two separate letters, both dated January 2, 2024 applied to both the Stock Exchanges for their no-objection to the Scheme enclosed. Thereafter, certain information/details/queries were sought/raised by BSE/NSE and the same were submitted by the Company.

• The Company received no-objection letter regarding the Scheme from BSE dated August 13, 2024. The Company received letter regarding the Scheme from NSE dated August 14, 2024, conveying its noobjection for filing the Scheme with NCLT pursuant to the letter addressed by SEBI to NSE. Copies of the no-objection/ no adverse observations letters, received from BSE and NSE, respectively, are enclosed as "Annexure 10" and "Annexure 11".

• Pursuant to the aforesaid advice of SEBI, separate note in respect of details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Demerged Company, Resulting Company, Transferor Company No. 1 and the Transferor Companies and their promoters and directors are enclosed as �Annexure 12�.

• As required by the SEBI circular, the Transferee Company has filed the Complaint report with BSE and NSE respectively. The report indicates no complaints from equity shareholders with respect to the Scheme. A copy of the no complaints report submitted by the Company dated February 23,2024 and March 12, 2024 to BSE and NSE, respectively is enclosed as �Annexure 13A� and �Annexure 13B�.

21. Salient Features of the Scheme

Section I of the Scheme deals with the demerger of the demerged Undertaking and vesting of the same in Resulting Company.

- The Company received no objection letter regarding the Scheme from BSE

7. DEFINITIONS

For the purposes of Section I of this Scheme, unless repugnant to the meaning or context thereof, the following expressions will have the meaning as mentioned herein below:

• �Act� means the Companies Act, 2013, and ordinances, rules and regulations made thereunder, and

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shall include any statutory modifications, re-enactments or amendments thereof for the time being in force. References in this Scheme to particular provisions of the Act, are references to particular provisions of the Companies Act, 2013, unless stated otherwise.

• 7.2 �Applicable Laws� shall mean any statute, notification, bye-laws, rules, regulations, guidelines, common law, policy, code, directives, ordinance, schemes, notices, orders or instructions, laws enacted or issued or sanctioned by any appropriate authority in India including any modifications or re-enactment thereof for the time being in force.

• 7.3 �Appointed Date� means the commencement of business hours of April 1, 2024 with effect from which all the sections of this Scheme will be deemed to be effective.

• 7.4 �Board of Directors� or �Board� in relation to each of the Parties, means the board of directors of such company, and shall include a committee of directors or any person authorized by the board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to this Scheme or any other matter relating thereto.

• 7.5 �BSE� means BSE Limited and includes any successor thereof.

• 7.6 �CC & WT Business� means the construction chemicals, water technologies and cleaning & hygiene businesses of manufacturing, selling, distribution and trading of chemicals, including chemicals used in construction and civil repair industry as well as in relation to chemicals, equipment and services required for water treatment.

• 7.7 �Companies� means collectively the Demerged Company/Transferee Company, Resulting Company, Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and the Transferor Company No. 4.

• 7.8 �Demerged Company� means Chembond Chemicals Limited a listed company, incorporated on March 22, 1975 in the State of Maharashtra under the Companies Act, 1956 and having its Registered Office at Chembond Centre, Plot No. EL-71, TTC Industrial Area, MIDC, Mahape, Navi Mumbai, Maharashtra, India � 400710.

• 7.9 �Demerged Undertaking� means the CC & WT Business of the Demerged Company as identified by the board of directors of Demerged Company and Resulting Company, to be transferred to Resulting Company on a going concern basis with effect from the Appointed Date, comprising, inter alia, of all assets, movable and immovable properties, liabilities, permits, licenses, registrations, approvals, contracts, and employees, in relation to and pertaining to such business and shall include without limitation:

• a. all properties and assets including all movable or immovable, freehold, leasehold or licensed, tenancy rights, hire purchase and lease arrangements, real or personal, corporeal or incorporeal or otherwise, present, future, contingent, tangible or intangible, furniture, fixtures, office equipment, appliances, accessories, vehicles, investments, stocks, sundry debtors, deposits, provisions, advances, recoverables, receivables, title, interest, cash and bank balances, bills of exchange, covenants, all earnest monies, security deposits, or other entitlements, funds, powers, authorities, licenses, permits, registrations, quotas, allotments, consents, privileges, liberties, advantages, easements and all the rights, title, interests, goodwill, benefits, fiscal incentives, entitlement and advantages, contingent rights or benefits belonging to or in the ownership, power, possession or the control of or vested in or granted in favor of or held for the benefit of or enjoyed by the Demerged Company with respect to the CC & WT Business;

• b. all contracts, agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letter of

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Chembond Chemicals Limited

hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise and all rights, title, interests, claims and benefits thereunder pertaining to the CC & WT Business;

• c. all investments in equity shares, securities, working capital and loans & advances in so far as it related to the CC & WT Business, including equity investments of the Demerged Company in Chembond Water Technologies Limited, Chembond Calvatis Industrial Hygiene Systems Limited, and Chembond Distribution Limited

• d. all applications (including hardware, software, licenses, source codes, para-meterisation and scripts), registrations, goodwill, licenses, trade names, service marks, copyrights, patents, domain names, designs, intellectual property rights (whether owned, licensed or otherwise, and whether registered or unregistered), trade secrets, research and studies, technical knowhow, confidential information and all such rights of whatsoever description and nature that pertain exclusively to the CC & WT Business under;

• e. all tax credits, refunds, reimbursements, claims, concessions, exemptions, benefits under Tax Laws including sales tax deferrals and minimum alternate tax paid under Section 115JA/115JB of the Income-tax Act, advance taxes, tax deducted at source, right to carry forward and set-off accumulated losses and unabsorbed depreciation, if any, deferred tax assets, minimum alternate tax credit, goods and service tax credit, deductions and benefits under the Income-tax Act or any other taxation statute enjoyed by the Demerged Company with respect to CC & WT Business;

• f. all debts, liabilities including contingent liabilities, duties, taxes and obligations of the Demerged Company pertaining to the CC & WT Business and/or arising out of and/or relatable to the CC & WT Business including:

• g. the debts, liabilities, duties and obligations of the Demerged Company which arises out of the activities or operations of the CC & WT Business;

• h. specific loans and borrowings raised, incurred and utilized solely for the activities or operations of or pertaining to the CC & WT Business;

• i. in cases other than the specifically identified borrowings, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the assets transferred pursuant to the demerger bears to the total value of the assets of the Demerged Company immediately prior to the Effective Date;

• j. all Proceedings of whatsoever nature that pertain to the CC & WT Business;

• k. all Permits, licenses, approvals, registrations, quotas, incentives, powers, authorities, allotments, consents, rights, benefits, advantages, municipal permissions, trademarks, designs, copyrights, patents, and other intellectual property rights of the Demerged Company pertaining to CC & WT Business, whether registered or unregistered and powers of every kind, nature and description whatsoever, whether from the government bodies or otherwise, pertaining to or relating to CC & WT Business;

• l. all books, records, files, papers, process information, computer programs, software licenses (whether proprietary or otherwise), drawings, manuals, data, catalogues, quotations, sales and

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advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records whether in physical or electronic form in connection with or relating to CC & WT Business;

• m. all permanent and/or temporary employees, workmen, staff, contract staff or workers of the Demerged Company engaged in the business of the CC & WT Business;

Any question that may arise as to whether a specific asset or liability pertains or does not pertain to the Demerged Undertaking or whether it arises out of the activities or operations of the Demerged Undertaking shall be decided by the Board of Directors of the Demerged Company and the Resulting Company.

Further the Board of Directors of the Demerged Company and the Resulting Company may mutually decide the modalities/commercial arrangement between the said companies with regard to utilization of resources to ensure smooth transition and functioning of the respective businesses.

• 7.10 �Effective Date� means the date on which the last of the conditions in Clause 46 of Section IV of the Scheme are complied with and Sections I, Section II, Section III and Section IV of the Scheme are made effective with effect from the Appointed Date.

• 7.11 �Governmental Authority� means any applicable Central, State or Local Government, statutory, regulatory, departmental or public body or authority of relevant jurisdiction, legislative body or administrative authority, agency or commission or any Court, Tribunal, board, bureau or instrumentality thereof including Securities and Exchange Board of India, Stock Exchanges, Registrar of Companies, Official Liquidators, Regional Directors, Foreign Investment Promotion Board, Reserve Bank of India, Insurance Regulatory and Development Authority of India or arbitration or arbitral body having jurisdiction, Tribunal and other government and regulatory authorities of India.

• 7.12 "Income-tax Act or IT Act" means the Income-tax Act, 1961 (43 of 1961), the rules made thereunder and will include any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force.

• 7.13 �Intellectual Property Rights� means and includes patents, trademarks, service marks, registered designs, data base rights, trade or business names, know-how, dossiers, marketing authorizations, copy-rights, domain name rights and any other intellectual property rights and rights of a similar and corresponding nature in any part of the world, whether registered or not and whether capable of registration or not.

• 7.14 �NSE� means National Stock Exchange of India Limited and includes any successor thereof;

• 7.15 �Tribunal� means the National Company Law Tribunal, Mumbai bench having jurisdiction in relation to the Companies and shall be deemed to include, if applicable, a reference to such other forum or

• authority which may be vested with any of the powers of Tribunal to sanction the Scheme under the Act.

• 7.16 �Resulting Company� means Chembond Chemical Specialties Limited, an unlisted company, incorporated on December 12, 2023, in the State of Maharashtra under the Companies Act, 2013 and having its Registered Office at EL-37 MIDC Mahape, Navi Mumbai 400710, Maharashtra, India;

• 7.17 �Record Date� has the meaning ascribed to it in Clause 11.1 of Section I of this Scheme;

• 7.18 �Registrar of Companies or ROC� shall mean the relevant Registrar of Companies having territorial jurisdiction in the states(s) in which the respected Registered Office of the Companies are located;

• 7.19 �Retained Business of the Demerged Company� means all undertakings, investments, businesses, activities and operations of the Demerged Company other than those comprised in the Demerged Undertaking.

• 7.20 �Scheme� or �the Scheme� or �this Scheme� means this Composite Scheme of Arrangement in its

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present form or with any modification(s) made hereunder in this Scheme as approved or directed by the Hon�ble Tribunal and which is acceptable to the Board of Directors of the Companies;

• 7.21 �SEBI� means the Securities and Exchange Board of India;

• 7.22 �SEBI Circulars� means Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued by the SEBI on June 20, 2023 (as amended from time to time) or any other circulars issued by SEBI applicable to schemes of arrangement from time to time;

• 7.23 �Stock Exchanges� means BSE Limited and National Stock Exchange of India Limited collectively;

The expressions, which are used in this Section I of the Scheme and not defined herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under Section II, Section III or Section IV of the Scheme, the Act, the IT Act, the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 (including the regulations made thereunder), the Depositories Act, 1996 and other applicable laws, rules, regulations, bye-laws, guidelines, circulars, notifications, orders, as the case may be, including any statutory modification or re-enactment thereof, from time to time.

10. DEMERGER OF THE DEMERGED UNDERTAKING OF THE DEMERGED COMPANY AND VESTING OF THE SAME IN THE RESULTING COMPANY

• 10.1 Subject to the provisions of Section I of the Scheme in relation to the modalities of demerger and vesting, upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Demerged Undertaking, together with all their respective properties, assets, investments, liabilities, rights, benefits, interests and obligations therein, shall demerge from the Demerged Company be transferred to, and stand vested in, the Resulting Company, and shall become the property of and an integral part of the Resulting Company, subject to existing encumbrances (unless otherwise agreed to by the encumbrance holders), without any further act, instrument or deed required by either of the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party. Without prejudice to the generality of the above, in particular, the Demerged Undertaking shall stand transferred and vested in the Resulting Company, in the manner described in sub-paragraphs (a) � (m) below:

• a. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all immovable property pertaining to the Demerged Undertaking, whether freehold or leasehold (including the right to use the land on which the CC & WT Business is located and any documents of title, rights and easements in relation thereto, shall stand transferred and vested in the Resulting Company, and shall become the property and an integral part of the Resulting Company, without any further act, instrument or deed required by either of the Demerged Company or the Resulting Company, and without any approval or acknowledgement of any third party. Upon Section I of the Scheme coming into effect on the Effective Date, the Resulting Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges, and fulfill all obligations, in relation to or applicable to such immovable properties. The mutation/ substitution of the title to and interest in such immovable properties shall be made and duly recorded in the name of the Resulting Company, by the appropriate authorities pursuant to the sanction of the Scheme by the Tribunal and Section I of the Scheme becoming effective on the Effective Date in accordance with the terms hereof. The Demerged Company shall take all steps as may be necessary to ensure that lawful and peaceful possession, right, title, interest of such immovable property of the Demerged Undertaking is given to the Resulting Company in accordance with the terms hereof.

• b. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all the assets of the Demerged Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery or by transfer or by

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vesting and recordal pursuant to the Scheme, shall stand transferred and vested in the Resulting Company, and shall become the property and an integral part of the Resulting Company, without any further act, instrument or deed required by either of the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party. The transfer and vesting pursuant to this sub-Clause shall be deemed to have occurred by manual delivery or endorsement and delivery, as appropriate to the property being transferred and vested, and the title to such property shall be deemed to have transferred and vested accordingly.

• c. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any and all other movable property (except those specified elsewhere in this Clause) including all sundry debts and receivables as of Appointed Date due to the Resulting Company from the Demerged Company as a result of the implementation of Section I of the Scheme), outstanding loans and advances, if any, relating to the Demerged Undertaking, recoverable in cash or in kind or for value to be received, actionable claims, bank balances and deposits, if any with government, semi-government, local and other authorities and bodies, customers and other persons shall, without any act, instrument or deed required by either the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party become the property of the Resulting Company.

• d. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured, relating to the Demerged Undertaking, whether provided for or not in the books of accounts of the Demerged Company or disclosed in the balance sheet of such Demerged Undertaking, including general and multipurpose borrowings, if any, dealt with in accordance with Section 2(19AA) of the IT Act, shall become and be deemed to be, the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company, without any further act, instrument or deed required by either of the Demerged Company or the Resulting Company. The Resulting Company undertakes to meet, discharge and satisfy the same. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person, who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause. However, the Demerged Company and the Resulting Company shall, if required, file appropriate forms with the RoC accompanied by the sanction order of the Tribunal or a certified copy thereof and execute necessary deeds or documents in relation to creation/satisfaction/modification of charges to the satisfaction of the lenders, in relation to the assets being transferred to the Resulting Company as part of the Demerged Undertaking and/or in relation to the assets remaining in the Demerged Company after the demerger and vesting of the Demerged Undertaking in the Resulting Company pursuant to Section I of this Scheme becoming effective in accordance with the terms hereof. Where any of the loans, liabilities and obligations attributed to the Demerged Undertaking have been discharged by the Demerged Company on behalf of the Demerged Undertaking after the Appointed Date but before the Effective Date, such discharge shall be deemed to have been done by the Demerged Company for and on behalf of the Resulting Company.

• e. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all incorporeal or intangible property of or in relation to the Demerged Undertaking shall stand transferred and vested in the Resulting Company, and shall become the property and an integral part of the Resulting Company without any further act, instrument or deed required by either the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party.

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• f. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all letters of intent, memoranda of understanding, memoranda of agreements, tenders, bids, experience and/or performance statements, contracts, deeds, bonds, agreements, insurance policies, guarantees and indemnities, schemes, arrangements, undertakings and other instruments of whatsoever nature or description, in relation to the Demerged Undertaking to which the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible, shall be in full force and effect against or in favour of the Resulting Company and may be enforced by or against it as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obligee thereto, without any further act, instrument or deed required by either of the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party.

• g. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all rights, entitlements, licenses, permits, applications and registrations relating to copyrights, trademarks, service marks, brand names, logos, patents and other intellectual property rights of every kind and description, whether registered, unregistered or pending registration, including the joint right to use the brand name �Chembond� and its logo and other brands, and the goodwill arising therefrom, relatable to the Demerged Undertaking, to which the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible, shall be extended (including joint right to use the brand name �Chembond� and its logo and other brands) to the Resulting Company. Accordingly, the joint rights to use the Chembond brand and other brands shall remain with both, the Demerged Company and the Resulting Company.

• h. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all permits, grants, allotments, recommendations, rights, entitlements, licenses and registrations, approvals, clearances, tenancies, privileges, powers, offices, taxes, tax credits (including, but not limited to, credits in respect of income tax (including carry forward tax losses comprising of unabsorbed depreciation), sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax credit, goods and service tax credit), facilities of every kind and description of whatsoever nature, in relation to the Demerged Undertaking to which the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible, shall be enforceable by or against the Resulting Company, as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obligee thereto, without any further act, instrument or deed required by either of the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party.

• i Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, any statutory or regulatory licenses, grants, allotments, recommendations, noobjection certificates, permissions, registrations, approvals, consents, permits, quotas, exemptions, entitlements or rights required to carry on the operations of the Demerged Undertaking or granted to the Demerged Company in relation to the Demerged Undertaking shall stand transferred and vested in the Resulting Company, without any further act, instrument or deed required by either of the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party. The benefit of, and the obligations under, all such statutory and regulatory licences, permissions, grants, allotments, recommendations, no-objection certificates, permissions, registrations, approvals, consents, permits, quotas, exemptions, entitlements or rights (including environmental approvals and consents) required to carry on the operations of the Demerged Undertaking shall also stand transferred and vested in and become available to the Resulting Company pursuant to Section I of this Scheme without any further act, instrument or deed required by either the Demerged Company or the Resulting Company and without any approval or acknowledgement of any third party. If the consent or recordal of any licensor or authority is required

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to give effect to the provisions of this sub-clause, the said licensor or authority shall make and duly record the necessary substitution/endorsement in the name of the Resulting Company pursuant to Section I of the Scheme becoming effective in accordance with the terms hereof.

• j. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Resulting Company shall bear the burden and the benefits of any legal, tax, quasi judicial, administrative, regulatory or other proceedings initiated by or against the Demerged Company in connection with the Demerged Undertaking. If any suit, appeal or other proceeding of whatever nature by or against the Demerged Company in connection with the Demerged Undertaking be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the demerger of such Demerged Undertaking and transfer and vesting of the same in the Resulting Company or of anything contained in Section I of this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Resulting Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Demerged Company as if Section I of this Scheme had not been made effective. Upon Section I of the Scheme becoming effective, the Resulting Company undertakes to have such legal or other proceedings initiated by or against the Demerged Company in relation to the Demerged Undertaking transferred in its name and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company. The Resulting Company also undertakes to handle all legal or other proceedings which may be initiated against the Demerged Company in connection with the Demerged Undertaking after the Effective Date in its own name and account and further undertakes to pay all amounts including interest, penalties, damages etc. pursuant to such legal/ other proceedings.

• k. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all persons that were employed in the Demerged Company in connection with the Demerged Undertaking immediately before such date shall become employees of the Resulting Company, with the benefit of continuity of service on the terms and conditions no less favourable than those applicable to such employees immediately prior to such transfer and vesting and without any break or interruption in service. It is clarified that such employees of the Demerged Company that become employees of the Resulting Company by virtue of Section I of this Scheme coming into effect, shall continue to be governed by the terms of employment as were applicable to them immediately before such transfer (including in relation to stock options except to the extent modified by this Scheme) and shall not be entitled to be governed by employment policies, and shall not be entitled to avail of any benefits under any scheme or settlement or otherwise that are applicable and available to any other employees of the Resulting Company, unless and otherwise so stated by the Resulting Company in writing in respect of all employees, class of employees or any particular employee. The Resulting Company undertakes to continue to abide by any agreement/ settlement, if any, entered into by the Demerged Company, in relation to the Demerged Undertaking, in respect of such employees with their respective employees/ employee unions, if any. With regard to the provident fund, gratuity fund, superannuation fund, contributions required to be made under the Employees State Insurance Act, 1948, or any other special fund or obligation created or existing for the benefit of such employees of the Demerged Company, upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Resulting Company shall stand substituted for the Demerged Company for all purposes whatsoever including with regard to the obligation to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. The existing provident benefits, gratuity benefits and superannuation benefits, contributions made under the Employees State Insurance Act, 1948, or any other special benefits or obligation, if any, created by the Demerged Company for the employees of the Demerged Undertaking shall be continued by the Resulting Company for the benefit of such employees on the same terms and conditions. It is the aim and

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intent of Section I of the Scheme that all the rights, duties, powers and obligations of the Demerged Company in relation to such schemes or benefits shall become those of the Resulting Company. Further, upon Section I of the Scheme coming into effect, any prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard on any employee by the Demerged Company in relation to the Demerged Undertaking shall be continued/ continue to operate against the relevant employee and shall be enforced effectively by the Resulting Company.

• l. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all taxes paid or payable by the Demerged Company in relation to the Demerged Undertaking including all carry forward tax losses comprising of unabsorbed depreciation, advance tax payments, tax deducted at source, tax liabilities or any refunds and claims (including unutilized input credits of the Demerged Undertaking) shall be treated as the carry forward tax losses comprising of unabsorbed depreciation, advance tax payments, tax deducted at source, tax liabilities or refunds/ claims (including unutilized input credits) as the case may be, of the Resulting Company. Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all existing and future incentives, un-availed credits and exemptions, benefit of carried forward losses and other statutory benefits, including in respect of income tax (including Minimum Alternative Tax), excise (including Modvat/ Cenvat), customs, value added tax, sales tax, service tax to which the Demerged Company is entitled in relation to the Demerged Undertaking shall be available to and shall stand transferred and vested in the Resulting Company without any further act, instrument or deed required by either the Resulting Company or the Demerged Company and without any approval or acknowledgement of any third party. Upon Section I of the Scheme coming into effect on the Effective Date with effect from the Appointed Date, any tax deducted at source deducted by or on behalf of the Demerged Company until the Effective Date shall be deemed to have been deducted on behalf of the Resulting Company to the extent of the income attributable to the Demerged Undertaking during such period.

• m. Upon Section I of the Scheme coming into effect on the Effective Date, the Demerged Company and the Resulting Company shall be entitled to file/ revise/reopen their respective financial statements (including balance sheet and profit and loss statement) and its statutory/tax returns and related tax payment certificates and to claim refunds/credits and advance tax/ TDS/minimum alternate tax credits as may be required consequent to the implementation of Section I of the Scheme.

• 10.2 The Demerged Company and/or the Resulting Company as the case may be, shall, at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Applicable Law or otherwise, do all such acts or things as may be necessary to transfer/novate the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Demerged Undertaking. It is hereby clarified that if the consent of any third party or Governmental Authority, if any, is required to give effect to the provisions of this clause, the said third party or Governmental Authority shall make and duly record the necessary substitution/endorsement in the name of the Resulting Company pursuant to the sanction of this Scheme by the Tribunal, and upon this Scheme becoming effective in accordance with the provisions of the Act and with the terms hereof. For this purpose, the Resulting Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes.

• 10.3. The Resulting Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Demerged Company and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

• 10.4 The Resulting Company is and shall always be deemed to have been authorised to execute any pleadings, applications, forms, etc., as may be required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme, pursuant to the sanction of this Scheme by the Tribunal.

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• 10.5 Without prejudice to the other provisions of the Scheme and notwithstanding the vesting of the Demerged Undertaking into the Resulting Company by virtue of Section I of the Scheme, in order to ensure (i) implementation of the provisions of the Scheme; and (ii) continued vesting of the benefits, exemptions available to the Demerged Undertaking in favour of the Resulting Company, the Resulting Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under Applicable Law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement in relation to Demerged Undertaking, including any filings with the regulatory authorities in order to give formal effect to the above provisions and to carry out or perform all such formalities or compliances referred to above. The Resulting Company will, if necessary, also be a party to the above.

• 10.6 Conduct of Business

• 10.6.1 With effect from the date of approval of this Scheme by the respective Boards and up to and including the Effective Date:

• a. The Demerged Company shall be deemed to have been carrying on and shall carry on its business and activities relating to the Demerged Undertaking and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all its estates, properties, rights, title, interest, authorities, contracts and investments and assets forming part of the Demerged Undertaking for and on account of and in trust for Resulting Company.

• b. All the profits or income accruing or arising to Demerged Company and expenditure or losses arising or incurred or suffered by Demerged Company which form part of Demerged Undertaking, for the period commencing from the Appointed Date shall, for all purposes be treated and be deemed to be accrued as the income or profits or losses or expenditure as the case may be of Resulting Company, except for profits or income accruing to the Retained Business of Demerged Company.

• c. Demerged Company undertakes that it will preserve and carry on the business of the Demerged Undertaking and hold its said assets with reasonable diligence and business prudence and shall not undertake financial commitments in respect of, or sell, transfer, alienate, charge, mortgage, or encumber, the Demerged Undertaking or any part thereof or recruit new employees or conclude settlements with union or employees without the concurrence of Resulting Company or undertake substantial expansion or change the general character or nature of the business of the Demerged Undertaking or any part thereof save and except in each case:

• if the same is in its ordinary course of business;

• if the same is expressly permitted by this Scheme; or

• if the prior consent of the Resulting Company has been obtained.

• 10.6.2 Subject to the provisions of Clause 10.6.1 hereinabove, in the event any asset, contract, document, liability or property or the rights, interest, obligations and benefits thereof or thereunder (including without limitation, shipping documents, bills of entry, foreign inward remittance certificates and bank realization certificates), which is a part of the Demerged Undertaking does not get automatically transferred to the Resulting Company upon Section I of the Scheme coming into effect on the Effective Date, the Demerged Company shall take all necessary steps and execute all necessary documents, to ensure the transfer of such asset, contract, document, liability and property or the rights, interest, obligations and benefits thereof and thereunder to the Resulting Company forthwith after the Effective Date without any further consideration and until the transfer of any such asset, the Resulting Company will have the right to use the same without payment of any

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additional consideration. It is clarified that even after Section I of the Scheme comes into effect on the Effective Date, the Demerged Company shall, with the written consent of the Resulting Company, be entitled to realize or pay all monies and to complete, enforce or discharge all pending contracts, arrangements or obligations in relation to the Demerged Undertaking in trust and at the sole cost and expense of the Resulting Company in so far as may be necessary until all rights and obligations of the Demerged Company in respect of such pending contracts, arrangements or obligations stand fully devolved to and in favour of the Resulting Company.

• 10.6.3 With effect from the Effective Date, Resulting Company shall commence and carry on and shall be authorized to carry on the CC & WT Business which was earlier carried on by Demerged Company.

• 10.6.4 In the event of any increase in the issued, subscribed or paid up share capital of the Demerged Company or the Resulting Company, issuance of any instruments convertible into equity shares or restructuring of their respective equity share capital including by way of consolidation, share split, issue of bonus shares, or other similar action, that occurs before the issuance of equity shares of the Resulting Company, the Share Entitlement Ratio, may be appropriately adjusted to take into account the effect of such issuance or corporate actions and assuming conversion of any such issued instruments convertible into equity shares.

10.7 Retained Business of Demerged Company

• 10.7.1 The Retained Business of Demerged Company and all the assets, properties, rights, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by Demerged Company, and Resulting Company shall have no right, claim or obligation in relation to the Retained Business of Demerged Company

• 10.7.2 All legal, taxation and other proceedings whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal) by or against Demerged Company under any statute, whether relating to the period prior to or after the Appointed Date and whether pending on the Appointed Date or which may be instituted in future, whether or not in respect of any matter arising before the Effective Date and relating to the Retained Business of Demerged Company (including those relating to any property, right, power, liability, obligation or duty of Demerged Company in respect of the Retained Business of Demerged Company and any income tax related liabilities) shall be continued and enforced by or against Demerged Company even after the Effective Date.

10.7.3 Upto and including the Effective Date:

• a. Demerged Company shall carry on and shall be deemed to have been carrying on all business and activities relating to the Retained Business of Demerged Company for and on its own behalf;

• b. all profits accruing to Demerged Company or losses arising or incurred by it (including the effect of taxes, if any, thereon) relating to the Retained Business of Demerged Company shall, for all purposes, be treated as the profits or losses, as the case may be, of Demerged Company; and

• c. all assets and properties acquired by Demerged Company in relation to the respective Retained Business of Demerged Company on and after the Appointed Date shall belong to and continue to remain vested in Demerged Company.

CONSIDERATION

• 11.1 Upon Section I of the Scheme coming into effect on the Effective Date and with effect from the Appointed Date, and upon the transfer of the Demerged Undertaking and vesting of the same in the Resulting Company, the Board of Directors of the Resulting Company shall determine a record date, being a date subsequent to the filing of the order of the Tribunal sanctioning the Scheme with the RoC (�Record Date�) for the allotment of (i) equity shares having face value of Rs. 5 (Rupees Five) each of Resulting Company, credited as fully paid up; to the equity shareholders of the Demerged Company as on the Record Date, in consideration for the demerger of the Demerged Undertaking.

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• 11.2 The Board of Directors of the Resulting Company and the Demerged Company, respectively have determined the share entitlement ratio, such that:

• a for every 1 (One) fully paid-up equity share having face value of Rs. 5 (Rupees Five) each held in the Demerged Company as on the Record Date, the equity shareholders of the Demerged Company shall be issued 2 (Two) fully paid-up equity shares having face value of Rs. 5 (Rupees Five) each, in the Resulting Company.

• 11.3 The equity shares to be issued by the Resulting Company shall be issued in dematerialized form to those shareholders who hold shares of the Demerged Company in dematerialized form, into the account in which shares of the Demerged Company are held or such other account as is intimated in writing by the shareholders to the Demerged Company and/ or its registrar provided such intimation has been received by the Demerged Company and/or its registrar at least 7 (seven) days before the Record Date. All those shareholders who hold shares of the Demerged Companies in physical form shall also receive the equity shares to be issued by Resulting Company, in dematerialized form provided the details of their account with the depository participant are intimated in writing to the Demerged Company and/ or its registrar provided such intimation has been received by the Demerged Company and/or its registrar at least 7 (seven) days before the Record Date. If no such intimation is received from any shareholder who holds shares of the Demerged Company in physical form 7 (seven) days before the Record Date, or if the details furnished by any shareholder do not permit electronic credit of the shares of the Resulting Company, then such shares shall be kept in demat suspense account which shall be operated by the Directors of the Resulting Company for the benefit of such shareholders or shall be dealt with as provided under the Applicable Law and will be credited to the respective depository participants accounts of such shareholders as and when the details of such shareholder�s account with the depository participant are intimated in writing to the Resulting Company, as per the Applicable Law , till then physical shareholders will be shown as beneficiaries in the demat suspense account.

• 11.4 In the event of any increase in the issued, subscribed or paid up share capital of the Demerged Company or the Resulting Company, issuance of any instruments convertible into equity shares or restructuring of their respective equity share capital including by way of consolidation, share split, issue of bonus shares, qualified institutional placement or other similar action, as per applicable laws, that occurs after the date of approval of the Scheme by the respective Boards and before issuance of shares to the shareholders of the Demerged Company pursuant to Clause 11.2, the Share Entitlement Ratio will be appropriately adjusted to take into account the effect of such issuance or corporate actions and assuming conversion of any such issued instruments convertible into equity shares.

• 11.5 The equity shares to be issued and allotted by Resulting Company to the equity shareholders of Demerged Company shall be subject to the Scheme, the memorandum and articles of association of Resulting Company and applicable laws shall rank pari passu in all respect with the then existing equity shares of Resulting Company.

• 11.6 The fractional entitlements, if any, shall be aggregated and held by the trust, nominated by the Board in that behalf, who shall sell such shares in the market at such price, within a period of 90 days from the date of allotment of shares.

• 11.7 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of Demerged Company, the Board of Demerged Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of equity shares in Demerged Company, after the effectiveness of this Scheme. The Board of the Demerged Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new shareholders in Demerged Company on account of difficulties faced in the transaction period.

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• 11.8 The share entitlement ratio stated in Clause 11.2 above has been determined and agreed upon by the respective boards of directors of each of the Demerged Company and the Resulting Company based on their independent judgment after taking into consideration the recommendation of the fair share entitlement ratio provided by independent registered valuer, SSPA & Co, and the fairness opinion provided by independent merchant bankers, Vivro Financial Services Private Limited, as presented before the audit committee of the Board of Directors of the Demerged Company.

• 11.9 On the approval of Section I of the Scheme by the members of the Resulting Company pursuant to Section 230-232 of the Companies Act, 2013 and other the relevant provisions of the 2013 Act, if applicable, it shall be deemed that the members of the Resulting Company have also accorded their consent under Sections 42, 55 and 62 of the 2013 Act and/or other provisions of the Act as may be applicable for the aforesaid issuance of equity shares of the Resulting Company, to the shareholders of the Demerged Company, and all actions taken in accordance with this Clause 11 of Section I of this Scheme shall be deemed to be in full compliance of Sections 42, 55 and 62 of the 2013 Act and other applicable provisions of the Act and that no further resolution or actions under Sections 42, 55 and 62 of the 2013 Act and/or any other applicable provisions of the Act, including, inter alia, issuance of a letter of offer by the Resulting Company shall be required to be passed or undertaken.

12 REDUCTION IN SHARE CAPITAL OF THE RESULTING COMPANY

• 12.1 Upon Section I of the Scheme coming into effect on the Effective Date and immediately after issuance of the equity shares of the Resulting Company to the equity shareholders of the Demerged Company, respectively, the 10,000 (Ten Thousand) equity shares of the Resulting Company having face value of Rs. 5 (Rupees Five) each held by the Demerged Company comprising 100% (One Hundred per cent) of the total issued and paid-up equity share capital of the Resulting Company as on the Effective Date shall stand cancelled without any further act or deed on the part of the Resulting Company. The reduction in the share capital of the Resulting Company shall be effected as an integral part of the Scheme in accordance with the provisions of Section 66 of the 2013 Act, and/ or any other applicable provisions of the Act without any further act or deed on the part of the Resulting Company and without any approval or acknowledgement of any third party. The order of the Tribunal sanctioning the Scheme shall be deemed to also be the order passed by the Tribunal Section 66 of the 2013 Act, if applicable) for the purpose of confirming such reduction. The aforesaid reduction would not involve either a diminution of liability in respect of the unpaid share capital or payment of paid-up share capital and the provisions of Section 66(1)(a) of the 2013 Act, shall not be applicable. Notwithstanding the reduction in the equity share capital of the Resulting Company, the Resulting Company shall not be required to add "And Reduced" as suffix to its name.

• 12.2 It is expressly clarified that for the purposes of this Clause 12 of Section I of the Scheme, the consent of the shareholders and the creditors of the Resulting Company to the Scheme shall be deemed to be sufficient for the purposes of effecting the above reorganization in the share capital of the Resulting Company resulting in a reduction in the equity share capital of the Resulting Company, and no further resolution or action under Section 66 of the Act, and/or any other applicable provisions of the Act would be required to be separately passed or taken.

• 12.3 The reduction of the share capital of the Resulting Company as contemplated in this Clause 12 shall become effective, in accordance with the provisions of Section 66(5) of the Act, and/ or any other applicable provisions of the Act and rules and regulations framed thereunder, pursuant to the filing of the order of the Tribunal sanctioning the aforesaid capital reduction by the Resulting Company with the RoC and upon registration by the RoC of such order of the Tribunal and of the minute approved by the Tribunal, if any, showing, with respect to the share capital of the Resulting Company as altered by the order, (a) the amount of share capital; (b) the number of shares into which it is to be divided; (c) the amount of each share; and (d) the amount, if any, deemed to be paid-up on each

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share at the date of registration of the aforesaid minute and order by the RoC. Such reduction in the share capital of the Resulting Company as contemplated in this Clause 12 of Section I of the Scheme shall be conditional upon Section I of this Scheme becoming effective on the Effective Date. If this Scheme is, for any reason whatsoever, not sanctioned by the Tribunal, such reduction of share capital as set out in this Clause 12 of Section I of the Scheme shall not become effective and shall be deemed to be redundant.

13. CHANGE IN AUTHORISED CAPITAL OF DEMERGED COMPANY AND THE RESULTING COMPANY

Transfer of Authorised Capital

• 13.1 The Demerged Company has substantial unused authorised share capital. Accordingly, as an integral part of the Scheme and upon the effectiveness of Section I of the Scheme, an amount of Rs. 30,000,000/- (Rupees Three Crore only), shall stand transferred from the authorized equity share capital of the Demerged Company to the authorized equity share capital of the Resulting Company, without any further act, instrument or deed by the Resulting Company and without any liability for payment of any additional fees or stamp duty in respect of such increase as the stamp duty and fees has already been paid by Demerged Company on such authorized capital, the benefit of which stands vested in the Resulting Company pursuant to the Scheme becoming effective on the Effective Date.

• 13.2 It is hereby clarified that for the purpose of this clause 13, the consent of shareholders of the Resulting Company to this Scheme shall be deemed to be sufficient for the purposes of effecting amendment in Clause V of its memorandum of association, and all actions taken in accordance with this Clause 13 of this Scheme shall be deemed to be in full compliance of Sections 13, 14, 61 and 64 of the Act and other applicable provisions of the Act and that no further resolutions or actions under Section 13, 14, 15, 61 and 64 of the Act or any other applicable provisions would be required to be separately passed or undertaken by the Resulting Company.

14. ACCOUNTING TREATMENT

14.1 Treatment in the books of Demerged Company

Pursuant to Section I of the Scheme coming into effect on the Effective Date with effect from the Appointed Date, the Demerged Company shall account for the demerger and vesting of the Demerged Undertaking with the Resulting Company, in its books of accounts in accordance with Indian Generally Accepted Accounting Principles in the following manner:

• a. On the Scheme becoming effective, all the assets and liabilities pertaining to the Demerged Undertaking, (the difference between the assets and liabilities hereinafter referred to as the �Net Assets�), shall cease to be the assets and liabilities of the Demerged Company and be transferred to the Resulting Company at carrying value in accordance with the Scheme. The Demerged Company shall adjust the difference between the carrying value of assets and liabilities to its reserves in retained earnings.

• b. The existing issued and paid-up share capital of the Resulting Company comprising of 10,000 (Ten Thousand) equity shares having face value of Rs. 5 (Rupees Five) each, held by the Demerged Company comprising 100% (One Hundred Percent) of the total issued and paid-up equity share capital of the Resulting Company as on the Effective Date, shall stand cancelled without any further act or deed on part of the Resulting Company. This amount will be adjusted to the retained earnings of the Demerged Company.

• c. Any matter not dealt with in the Clause 14.1 shall be dealt with in accordance with the applicable accounting standards and in accordance with the Indian Generally Accepted Accounting Principles.

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14.2 Treatment in the books of the Resulting Company

• a. On the Scheme becoming effective, the Resulting Company shall account for the Demerger as common control business combination in accordance with the �pooling of interest method�, as per Appendix C of Ind-AS 103, �Business Combination� notified under the provisions of the Act, read with relevant rules framed thereunder and the other applicable accounting standards prescribed under the Act.

• b. All assets and liabilities in relation to the Demerged Undertaking shall be recorded in its books of accounts by the Resulting Company at the values and in the same form as recorded in the books of Demerged Company subject to consistent accounting policies.

• c. The reserves adjusted by the Demerged Company in relation to Net Assets of the Demerged Undertaking shall be preserved in the financial statements of the Resulting Company in the same form in which they appeared in the financial statements of the Demerged Company.

• d. The aggregate face value of the equity shares of the Resulting Company, issued to the shareholders of the Demerged Company shall stand credited to the share capital of the Resulting Company in its books of accounts.

• e. The difference, if any, between the amount recorded as the share capital issued, reserves recorded as per clause 14.2.c and the assets and liabilities transferred by the Demerged Company to the Resulting Company shall be recorded as capital reserve and shall be presented separately from other capital reserve with disclosure of its nature and purpose in notes.

• f. Immediately after the issuance of shares by the Resulting Company to the shareholders of the Demerged Company, the 10,000 (Ten Thousand) equity shares of the Resulting Company having face value of Rs. 5 (Rupees Five) each held by the Demerged Company comprising 100% (One Hundred per cent) of the total issued and paid-up equity share capital of the Resulting Company as on the Effective Date shall stand cancelled, without any further act or deed on part of the Resulting Company and the same shall be adjusted against the capital reserves account of the Resulting Company.

• g. Any matter not dealt with in this Clause 14.2 shall be dealt with in accordance with the applicable accounting standards and in accordance with the Indian Generally Accepted Accounting Principles.

• Section II deals with Amalgamation of the Transferor Company no. 1 with the Resulting Company.

17. DEFINITIONS

For the purposes of Section II of this Scheme, unless repugnant to the meaning or context thereof, the following expressions will have the meaning as mentioned herein below:

• 17.1 �Resulting Company� shall have meaning assigned to it in Section II, clause 16.2.

• 17.2 �Transferor Company 1� shall have meaning assigned to it in Section II, clause 16.1.

• 17.3 �Undertaking of the Transferor Company No. 1� shall mean and include the whole of the Transferor company No. 1, as a going concern with all its assets, rights, licenses and powers, and all its debts, outstandings, liabilities, duties and obligations and employees as on the Appointed Date including, but not limited to, the following:

• a. All the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, present, future or contingent) of the Transferor Company No. 1 whether situated in India or abroad, but not limited to plants and machinery, computers, equipment, buildings and structures, offices, residential and other premises, including all tangible and intangible assets, stock in trade, capital work in progress, sundry debtors,

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furniture, fixtures, interiors, office equipment, vehicles, appliances, accessories, deposits, all stocks, assets, investments of all kinds (including shares, scripts, subsidiaries, stocks, bonds, debentures stocks, units or pass through certificates) including shares or other securities held by the Transferor Company No. 1, cash balances or deposits with banks, cheques on hand, loans, advances, contingent rights or benefits, book debts, receivables, actionable claims, earnest moneys, advances or deposits paid by the Transferor Company No. 1 financial assets, leases (including but not limited to lease rights of the Transferor Company No. 1), hire purchase contracts and assets, lending contracts, rights and benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, bids, tenders, letters of intent, expressions of interest, development rights (whether vested or potential and whether under agreements or otherwise), municipal permissions, tenancies or license in relation to the office and /or residential properties (including for the employees or other persons), guest houses, godowns, warehouses, licenses, fixed and other assets, intangible assets (including but not limited to software), trade and service names and marks, patents, copyrights, designs and other intellectual property rights of any nature whatsoever, rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, title, interests, other benefits (including tax benefits), assets held by or relating to the Transferor Company No. 1 employee benefit plan, export incentives accrued, derivative instruments, forward contracts, insurance claims receivable, tax holiday benefit, incentives, credits (including tax credits), minimum alternative tax credit entitlement, tax losses, rights, easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company No. 1 or in connection with or relating to the Transferor Company No. 1 and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company No. 1 in each case, whether in India or abroad;

• b. All agreements, rights, contracts, entitlements, licenses, permits, permissions, incentives, approvals, registrations, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges and claims as to any patents, trademarks, designs, quotas, rights, engagements, arrangements, authorities, allotments, security arrangements, benefits of any guarantees, reversions, powers and all other approvals of every kind, nature and description whatsoever relating to the Transferor Company No. 1�s business activities and operations;

• c. All Intellectual Property Rights, engineering and process information, software licenses (whether proprietary or otherwise), drawings, records, files, books, records, files, drawings, papers, computer programs, manuals, data, catalogues, sales and advertising material, lists of present and former customers and suppliers, customer credit information, customer pricing information, other customer information and all other records and documents, whether in physical or electronic form, relating to the business activities and operations of the Transferor Company No. 1;

• d. Permissions approval for commissioning of project and other licenses or clearances granted/ issued/ given by any Governmental Authority organizations or companies, allotments, approvals, consents, concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorisation, applications made for obtaining all or any of the aforesaid, pre-qualifications, bid acceptances, tenders, certificates, tenancies, trade names, trademarks, service marks, copyrights, logos, corporate names, brand names, domain names, privileges and benefits of/ arising out of all

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contracts, agreements, applications and arrangements and all other rights including lease rights, powers and facilities of every kind and description whatsoever, equipment, installations and utilities such as electricity, water and other service connections, all benefits including subsidies, grants, incentives, tax credits (including but not limited to credits in respect of goods and service tax input credits, all indirect tax related assets / credits, including but not limited to goods and service tax input credits, service tax input credits, value added/ sales tax/ entry tax credits or set-off, advance tax, withholding tax/ TDS, taxes withheld/ paid in a foreign country, self-assessment tax, regular tax, minimum alternate tax, dividend distribution tax, securities transaction tax, deferred tax assets/ liabilities, accumulated losses under the IT Act and allowance for unabsorbed depreciation under the IT Act, losses brought forward and unabsorbed depreciation as per the books of account and tax refunds) and all other rights, claims and powers, of whatsoever nature; Amounts claimed by the Transferor Company No. 1 whether or not so recorded in the books of accounts of the Transferor Company No. 1 from any Governmental Authority, under any law, act, scheme or rule, as refund of any tax, duty, cess or of any excess payment;

• e. Rights to any claim not preferred or made by the Transferor Company No. 1 in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Company No. 1 and any interest thereon, under any law, act, rule or scheme, and in respect of set-off, carry forward of un-absorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, etc. whether under the Income Tax Act, 1961, the rules and regulations thereunder, or taxation laws of other countries, or any other or like benefits under the said acts or under and in accordance with any law or act, whether in India or anywhere outside India;

• f. All debts (secured and unsecured), Liabilities all guarantees, assurances, commitments and obligations of any nature or description, whether fixed, contingent or absolute, secured or unsecured, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any contract or tort based on negligence or strict liability). Provided that if there exists any reference in the security documents or arrangements entered into by the Transferor Company No. 1 under which the assets of the Transferor Company No. 1 stand offered as a security for any financial assistance or obligation, the said reference shall be construed as a reference to the assets pertaining to the Undertaking of the Transferor Company No. 1 vested in the Resulting Company by virtue of the Scheme. The Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Transferor Company No. 1 which shall vest in the Resulting Company by virtue of the amalgamation. The Resulting Company shall not be obliged to create any further or additional security thereof after the amalgamation has become effective;

• g. All insurance policies;

• h. All other obligations of whatsoever kind, including liabilities of the Transferor Company No. 1 with regard to their employees with respect to the payment of gratuity, pension benefits and the provident fund or other compensation or benefits, if any, whether in the event of resignation, death, voluntary retirement or retrenchment or otherwise;

• i. All permanent and temporary employees engaged by the Transferor Company No. 1 at various locations, if any.

The expressions, which are used in this Section II of the Scheme and not defined herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under Section I, Section III or Section IV of the Scheme, the Act, the IT Act, the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 (including the regulations made thereunder), the Depositories Act, 1996 and other applicable laws, rules, regulations, bye-laws, guidelines, circulars, notifications, orders, as the case may be, including any statutory modification or re-enactment thereof, from time to time.

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19. TRANSFER AND VESTING OF UNDERTAKING

• 19.1 General: Subject to the provisions of Section II of the Scheme and after giving effect of Section I of this Scheme and with effect from the Appointed Date and pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, if any, the entire business and Undertaking of the Transferor Company No. 1 including all the debts, liabilities, losses, duties and obligations, including those arising on account of taxation laws and other allied laws, of the Transferor Company No. 1 of every description and also including, without limitation, all the movable and immovable properties and assets (whether tangible or intangible) of the Transferor Company No. 1 comprising, amongst others, all investments, receivables, actionable claims, furniture and fixtures, office equipment, telephones, telex, facsimile and other communication facilities and business licenses, permits, deposits, authorisations, approvals, lease, tenancy rights, permissions, incentives, if any, and all other rights, know-how, trade secret, patents, trademark, service mark, other intellectual property rights, registrations, title, interest, contracts including but not limited to contracts entered into with customers, vendors and service providers, consents, approvals and rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals, shall, under the provisions of section 234 read with sections 230 to 232 of the Act and pursuant to the order of the National Company Law Tribunal sanctioning this Scheme and without further act, instrument or deed, but subject to the changes affecting the same as on the Effective Date, be transferred and/or deemed to be transferred to and vested in the Resulting Company, so as to become the properties, assets, rights, business and Undertaking of the Transferor Company No. 1.

• 19.2 Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, upon this Scheme becoming effective and after giving effect of the Section I and with effect from the Appointed Date:

19.2.1 Transfer of Assets

• a. All assets and properties of the Transferor Company No. 1 as on the Appointed Date, whether or not included in the books of the Transferor Company No. 1 and all assets and properties which are acquired by the Transferor Company No. 1 on or after the Appointed Date but prior to the Effective Date, shall be deemed to be and shall become the assets and properties of the Resulting Company, and shall under the provisions of Sections 230 to 232 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Resulting Company upon the coming into effect of this Scheme pursuant to the provisions of Sections 230 to 232 of the Act. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement in order to give effect to the provisions of this sub-clause.

• b. In respect of such assets owned and belonging to the Undertaking of the Transferor Company No. 1 as are movable in nature or incorporeal property or are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, including machinery, equipment, pursuant to this Scheme shall stand transferred to and vested in and/or be deemed to be transferred to and vested in the Resulting Company, wherever located and shall become the property and an integral part of the Resulting Company, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and without any further act or deed. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.

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• c. All other movable properties of the Transferor Company No. 1 including investments in shares and any other securities, sundry debtors, actionable claims, earnest monies, receivables, bills, credits, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits (including deposits from members), if any, with government, semigovernment, local and other authorities and bodies, customers and other persons, shall, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and without any further act, instrument or deed, become the property of the Resulting Company, and the same shall also be deemed to have been transferred by way of delivery of possession of the respective documents in this regard. The Resulting Company may, at its sole discretion but without being obliged, give notice in such form as it may deem fit and proper, to such person, as the case may be, that the said debt, receivable, bill, credit, loan, advance or deposit stands transferred to and vested in Resulting Company and be paid or made good or held on account of the Resulting Company as the person entitled thereto. It is hereby clarified that investments, if any, made by Transferor Company No. 1 and all the rights, title and interest of the Transferor Company No. 1 in any leasehold properties shall, pursuant to Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and the provisions of this Scheme, without any further act or deed, be transferred to and vested in and/or be deemed to have been transferred to and vested in the Resulting Company;

• d. All immovable properties of the Transferor Company No. 1 including land together with the buildings and structures standing thereon and rights and interests in immovable properties of the Transferor Company No. 1 whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto, shall be vested in and/or be deemed to have been vested in the Resulting Company, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law without any further act or deed done or being required to be done by the Transferor Company No. 1 and/or the Resulting Company, pursuant to the sanctioning of the Scheme and upon the Scheme becoming effective. The Resulting Company shall be entitled to exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfil all obligations in relation to or applicable to such immovable properties, upon the sanctioning of Scheme by the Competent Authority and the Scheme becoming effective. The relevant authorities shall grant all clearances/permissions, if any, required for enabling Resulting Company to absolutely own and enjoy the immovable properties in accordance with Applicable Law. Upon this Scheme becoming effective, the title to such properties shall be deemed to have been mutated and recognised as that of the Resulting Company and the mere filing thereof with the appropriate registrar or sub-registrar or with the relevant Governmental Authority shall suffice as record of continuing titles with the Resulting Company and shall be constituted as a deemed mutation and substitution thereof;

• e. Without prejudice to the generality of the foregoing, all lease agreements and leave and license agreements, as the case may be, to which the Transferor Company No. 1 is a party, and having effect immediately before the Effective Date, shall remain in full force and effect on the terms and conditions contained therein in favour of or against the Resulting Company and may be enforced fully and effectually as if, instead of the Transferor Company No. 1 the Resulting Company had been a party or beneficiary or obligee thereto or thereunder; and the respective lessees and the licensees, as the case may be, shall continue to be in possession of the premises subject to the terms and conditions contained in the relevant lease agreements or leave and license agreements, as the case may be. Further, all the rights, title, interest and claims of the Transferor Company No. 1 in any properties including leasehold/ licensed properties of the Transferor Company No. 1 including but not limited to security deposits and advance or prepaid lease or license fee, shall, on the same terms and conditions, be transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company automatically without requirement of any further act or deed, under the

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provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law including without the requirement of payment of any transfer charges or any other charges. The Resulting Company shall continue to pay rent or lease or license fee as provided for under such agreements, and the Resulting Company shall continue to comply with the terms, conditions and covenants thereunder;

• f. From the Effective Date, all bank accounts operated or entitled to be operated by the Transferor Company No. 1 shall be deemed to have transferred and shall stand transferred to the Resulting Company and name of the Transferor Company No. 1 shall be substituted by the name of the Resulting Company in the bank�s records and the Resulting Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending contracts and transactions in the name of the Transferor Company No. 1 to the extent necessary until the transfer of the rights and obligations of the Transferor Company No. 1 to the Resulting Company under the Scheme is formally accepted and completed by the parties concerned. For avoidance of doubt, it is hereby clarified that all cheques and other negotiable instruments, payment orders received and presented for encashment which are in the name of the Transferor Company No. 1 after the Effective Date, shall be accepted by the bankers of the Resulting Company and credited to the accounts of the Resulting Company, if presented by the Resulting Company. Similarly, the banker of the Resulting Company shall honor all cheques issued by the Transferor Company No. 1 for payment after the Effective Date;

• g. The transfer and vesting of movable and immovable properties as stated above, shall be subject to Encumbrances, if any, affecting the same; and

• h. All consents, permissions, licenses, permits, quotas, approvals, certificates, clearances, authorities, leases, tenancy, assignments, allotments, registrations, incentives, subsidies, concessions, grants, rights, claims, liberties, special status, other benefits or privileges and any powers of attorney given by, issued to or executed in favour of the Transferor Company No. 1 including in relation to the Undertaking of the Transferor Company No. 1 and all rights and benefits which have accrued to the Transferor Company No. 1 shall, under the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, stand transferred to and vested in, or shall be deem to be transferred to or vested in, the Resulting Company, as if the same were originally given by, issued to or executed in favour of the Resulting Company, so as to become, as and from the Appointed Date, consents, permissions, licenses, permits, quotas, approvals, certificates, clearances, authorities, leases, tenancy, assignments, allotments, registrations, incentives, subsidies, concessions, grants, rights, claims, liberties, special status, other benefits or privileges and any powers of attorney of the Resulting Company which are valid, binding and enforceable on the same terms, and the Resulting Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Resulting Company.

19.2.2 Transfer of Liabilities

• a. All Liabilities of every kind, nature and description whatsoever and howsoever arising, whether provided for or not in the books of account or disclosed in the balance sheets of the Transferor Company No. 1 shall be deemed to be the debts, liabilities, contingent liabilities, duties, and obligations of the Resulting Company, and the Resulting Company shall, and undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. All loans raised and used and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Company No. 1 after the Appointed Date and prior to the Effective Date, shall also be deemed to have been raised, used, incurred or undertaken for and on behalf of the Resulting Company and, to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme, pursuant to the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law, without any further act, instrument or deed shall stand

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transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company and shall become the debt, duties, undertakings, liabilities and obligations of the Resulting Company which shall meet, discharge and satisfy the same;

• b. Where any of the Liabilities incurred before the Appointed Date by the Transferor Company No. 1 deemed to have been transferred to the Resulting Company by virtue of this Scheme, have been discharged by the Transferor Company No. 1 after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Resulting Company;

• c. All debentures, bonds, notes or other securities of the Transferor Company No. 1 whether convertible into equity or otherwise, shall, without any further act, instrument or deed become the debentures, bonds, notes or other securities of the Resulting Company and all rights, powers, duties and obligations in relation thereto shall be and shall stand transferred to and vested in or deemed to be transferred to and vested in and shall be exercised by or against the Resulting Company as if it were the Transferor Company No. 1 under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and without any further act or deed. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this clause;

• d. All public deposits, debentures or bonds of the Transferor Company No. 1 shall be distinctly identified in the records of the Resulting Company for all intents and purposes including taxation and accounting and shall not be combined with any existing outstanding deposit scheme or series of debentures or bonds of the Resulting Company;

• e. All Encumbrances, if any, existing prior to the Effective Date over the assets of the Transferor Company No. 1 which secure or relate to any liability, shall, after the Effective Date, without any further act, instrument or deed, continue to be related and attached to such assets or any part thereof to which they related or were attached prior to the Effective Date and as are transferred to the Resulting Company. Provided that if any assets of the Transferor Company No. 1 have not been Encumbered in respect of the liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. Further, such Encumbrances shall not relate or attach to any of the other assets of the Resulting Company and the Resulting Company shall not be obliged to create any further or additional security after the Scheme has become effective or otherwise. The secured creditors of the Resulting Company and/or other holders of security over the properties of the Resulting Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interests of the Transferor Company No. 1 and therefore, such assets which are not currently Encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Resulting Company. The absence of any formal amendment which may be required by a lender or trustee or any third party shall not affect the operation of the foregoing provisions of this Scheme;

• f. Any reference in any security documents or arrangements to which the Transferor Company No. 1 is a party and their assets and properties, shall be construed as a reference to the Resulting Company and the assets and properties of the Transferor Company No. 1 shall be transferred to the Resulting Company by virtue of the Scheme. Without prejudice to the foregoing provisions, the Transferor Company No. 1 and the Resulting Company may execute any instruments or documents or do all acts and deeds as may be considered appropriate, including the filing of necessary particulars and/or modification(s) of charge, with the jurisdictional Registrar of Companies to give formal effect to these provisions, if required; and

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• g. It is expressly provided that, save as mentioned in this Scheme, no other term or condition of the Liabilities transferred to the Resulting Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

19.2.3 Transfer of Contracts, Deeds and Other Instruments

• a. All contracts, agreements, licenses, leases, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, bids, letters of intent, arrangements, undertakings, whether written or otherwise, deeds, bonds, agreements, schemes, arrangements and other instruments to which the Transferor Company No. 1 are a party, or to the benefit of which, the Transferor Company No. 1 may be eligible/entitled, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, instrument or deed continue in full force and effect on, against or in favour of the Resulting Company and may be enforced as fully and effectually as if, instead of the Transferor Company No. 1 the Resulting Company had been a party or beneficiary or obligor thereto. If the Resulting Company enters into and/or issues and/or executes deeds, writings or confirmations or enters into any tripartite arrangements, confirmations or novations, the Transferor Company No. 1 will, if necessary, also be a party to such documents in order to give formal effect to the provisions of this Scheme, if so required. The Resulting Company may also execute deeds of confirmation in favour of any party to any contract or arrangement to which the Transferor Company No. 1 are a party as may be necessary to be executed in order to give formal effect to the above provisions. In relation to the same, any procedural requirements required to be fulfilled solely by the Transferor Company No. 1 (and not by any of its successors), shall be fulfilled by the Resulting Company as if it is the duly constituted attorney of the Transferor Company No. 1; and

• b. On and from the Effective Date, and thereafter, the Resulting Company shall be entitled to complete and enforce all pending contracts and transactions and to accept stock returns and issue credit notes in respect of the Transferor Company No. 1 in the name of the Transferor Company No. 1 in so far as may be necessary until the transfer of rights and obligations of the Transferor Company No. 1 to the Resulting Company under this Scheme has been given effect to under such contracts and transactions.

19.2.4 Transfer of Employees

• a. All employees of the Transferor Company No. 1 as on the Effective Date shall, become and be deemed to have become, the employees of the Resulting Company, on terms and conditions not less favorable than those on which they are engaged by the Transferor Company No. 1 and without any interruption of or break in service as a result of the amalgamation of the Transferor Company No. 1 with the Resulting Company. For the purpose of payment of all retirement benefits, the past services of such employees with the Transferor Company No. 1 shall be taken into account from the date of their appointment with the Transferor Company No. 1 and such benefits to which the employees are entitled in the Transferor Company No. 1 shall also be taken into account and paid (as and when payable) by the Resulting Company.

• b. In so far as the provident fund, gratuity fund, superannuation fund, retirement fund and any other funds or benefits created by the Transferor Company No. 1 for its employees or to which the Transferor Company No. 1 are contributing for the benefit of its employees (collectively referred to as the "Funds") are concerned, the Funds or such part thereof as relates to the employees (including the aggregate of all the contributions made to such Funds for the benefit of the employees, accretions thereto and the investments made by the Funds in relation to the employees) shall be transferred to the Resulting Company and shall be held for the benefit of the concerned employees. In the event the Resulting Company has its own funds in respect of any of the employee benefits referred to above, the Funds shall, subject to the necessary approvals and permissions, and at the

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discretion of the Resulting Company, be merged with the relevant funds of the Resulting Company. In the event that the Resulting Company does not have its own funds in respect of any of the above or if deemed appropriate by the Resulting Company, the Resulting Company may, subject to necessary approvals and permissions, maintain the existing funds separately and contribute thereto until such time that the Resulting Company creates its own funds, at which time the Funds and the investments and contributions pertaining to the employees shall be merged with the funds created by the Resulting Company.

• c. In relation to those Employees for whom the Transferor Company No. 1 is making contributions to the government provident fund or other employee benefit fund, the Resulting Company shall stand substituted for the Transferor Company No. 1 for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such Employees, such that all the rights, duties, powers and obligations of the Transferor Company No. 1 as the case may be in relation to such schemes/ Funds shall become those of the Resulting Company.

19.2.5 Legal Proceedings

• a. If any suit, appeal or other legal proceedings of whatsoever nature by or against the Transferor Company No. 1 is pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation of the Transferor Company No. 1 with the Resulting Company and by anything contained in this Scheme, but the said suit, appeal or other legal proceedings may be continued, prosecuted and enforced by or against the Resulting Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company No. 1 as if this Scheme had not been made.

• b. The Resulting Company undertakes to have all legal or other proceedings initiated by or against the Transferor Company No. 1 above transferred into its name and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Transferor Company No. 1.

19.2.6 Taxes, Duties/Cess

• a. All taxes (including but not limited to advance tax, tax deducted at source, minimum alternate tax credits, withholding tax, dividend distribution tax, banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax, goods and services tax, customs, duties, etc.), including any interest, penalty, surcharge and cess, if any, paid / payable by or refunded / refundable to the Transferor Company No. 1 including all or any refunds or claims shall be treated as the tax liability or refunds/claims, as the case may be, of the Resulting Company, and any tax incentives, advantages, privileges, accumulated losses and allowance for unabsorbed depreciation as per Section 72A of the IT Act, losses brought forward and unabsorbed depreciation as per books of account, deductions otherwise admissible such as under Section 40, 40A, 43B, etc. of the IT Act, exemptions, credits ,exemptions, credits, deductions / holidays, remissions, reductions etc., as would have been available to the Transferor Company No. 1 shall pursuant to this Scheme becoming effective, be available to the Resulting Company; and

• b. All the benefits under the various incentive schemes and policies that the Transferor Company No. 1 is entitled to, including tax credits, tax deferral, exemptions, holidays and benefits (including goods and service tax input credits, service tax input credits, all indirect tax related assets / credits, including but not limited to goods and service tax input credits, service tax input credits, value added/ sales tax/ entry tax credits or set-off, advance tax, withholding tax/ TDS, taxes withheld/ paid in a foreign country, self-assessment tax, regular tax, minimum alternate tax, dividend distribution tax, securities transaction tax, deferred tax assets/ liabilities, accumulated losses under the IT Act

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and allowance for unabsorbed depreciation under the IT Act, losses brought forward and unabsorbed depreciation as per the books of account), subsidies, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed by the Transferor Company No. 1 rights of any claim not made by the Transferor Company No. 1 in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Company No. 1 and any interest thereon and all rights or benefits that have accrued or which may accrue to the Transferor Company No. 1 whether on, before or after the Appointed Date, shall upon this Scheme becoming effective and with effect from the Appointed Date be transferred to and vest in the Resulting Company and all benefits, entitlements and incentives of any nature whatsoever, shall be claimed by the Resulting Company and these shall relate back to the Appointed Date as if the Resulting Company was originally entitled to all benefits under such incentive schemes and/or policies.

19.2.7 Transfer of benefits, licenses, permits etc.

• a. All the security interest over any moveable and/or immoveable properties and security in any other form (both present and future) including but not limited to any pledges, or guarantees, if any, created/executed by any person in favour of the Transferor Company No. 1 or any other person acting on behalf of or for the benefit of the Transferor Company No. 1 for securing the obligations of the persons to whom the Transferor Company No. 1 has advanced loans and granted other funded and non-funded financial assistance, by way of letter of comfort or through other similar instruments shall without any further act, instrument or deed stand vested in and be deemed to be in favour of the Resulting Company and the benefit of such security shall be available to the Resulting Company as if such security was ab initio created in favour of the Resulting Company. The mutation or substitution of the charge in relation to the movable and immovable properties of the Transferor Company No. 1 shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Resulting Company by the appropriate authorities and third parties (including any depository participants) pursuant to the sanction of this Scheme by the Competent Authority and upon the Scheme becoming effective in accordance with the terms hereof;

• b. All letters of intent, requests for proposal, pre-qualifications, bid acceptances, tenders and other instruments of whatsoever nature to which the Transferor Company No. 1 is a party or to the benefit of which the Transferor Company No. 1 may be eligible, shall remain in full force and effect against or in favour of the Resulting Company and may be enforced as fully and effectually as if, instead of the Transferor Company No. 1 the Resulting Company had been a party or beneficiary or obligee thereto. Upon coming into effect of this Scheme, the past track record of the Transferor Company No. 1 shall be deemed to be the track record of the Resulting Company for all commercial and regulatory purposes;

• c. All approvals, allotments, consents, concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorisation, pre-qualifications, bid acceptances, tenders, licenses (including the licenses granted by any governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), permissions and certificates of every kind and description whatsoever in relation to the Transferor Company No. 1 or to the benefit of which the Transferor Company No. 1 may be eligible/entitled, and which are subsisting or having effect immediately before the Effective Date, including the applications and benefits of any applications made for any of the foregoing, shall be in full force and effect in favour of the Resulting Company and may be enforced as fully and effectually as if, instead of the Transferor Company No. 1 the Resulting Company had been a party or beneficiary or obligor thereto and the Resulting Company shall be liable for compliance with all the conditions governing such consents, permits, approvals, etc. as stated above It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this

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clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Resulting Company pursuant to the sanction of this Scheme by the Competent Authority, and upon this Scheme becoming effective in accordance with the terms hereof. For this purpose, the Resulting Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes;

• d. All consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Company No. 1 shall stand transferred to the Resulting Company, and the Resulting Company shall be bound by the terms thereof, the obligations and duties thereunder and the rights and benefits under the same shall be available to the Resulting Company;

• e. All trademarks, trade names, service marks, copyrights, logos, corporate names, brand names, domain names and all registrations, applications and renewals in connection therewith, and software and all website content (including text, graphics, images, audio, video and data), trade secrets, confidential business information and other proprietary information shall stand transferred to and vested in the Resulting Company;

• f. All registrations, goodwill and licenses, appertaining to the Transferor Company No. 1 if any, shall be transferred to and vested in the Resulting Company;

• g. Benefits of any and all corporate approvals as may have already been taken by the Transferor Company No. 1 whether being in the nature of compliances or otherwise, including without limitation approvals under Sections 42, 62, 180,185, 186, etc., of the Act, read with the rules and regulations made thereunder, shall stand transferred to the Resulting Company and the said corporate approvals and compliances shall be deemed to have been taken/complied with by the Resulting Company; it being clarified that if any such resolutions have any monetary limits approved subject to the provisions of the Act and of any other applicable statutory provisions, then the said limits, as are considered necessary by the Board of the Resulting Company, shall be added to the limits, if any, under the like resolutions passed by the Resulting Company; and

• h. The Transferor Company No. 1 and/or the Resulting Company as the case may be, shall, at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Applicable Law or otherwise, do all such acts or things as may be necessary to transfer/novate the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Transferor Company No. 1. It is hereby clarified that if the consent of any third party or Governmental Authority, if any, is required to give effect to the provisions of this clause, the said third party or Governmental Authority shall make and duly record the necessary substitution/endorsement in the name of the Resulting Company pursuant to the sanction of this Scheme by the Competent Authority, and upon this Scheme becoming effective in accordance with the provisions of the Act and with the terms hereof. For this purpose, the Resulting Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes.

• 19.3 The Resulting Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Company No. 1 and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

• 19.4 The Resulting Company is and shall always be deemed to have been authorised to execute any pleadings, applications, forms, etc., as may be required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme, pursuant to the sanction of this Scheme by the Competent Authority.

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• 19.5 Without prejudice to the other provisions of the Scheme and notwithstanding the vesting of the Transferor Company No. 1 into the Resulting Company, in order to ensure (i) implementation of the provisions of the Scheme; and (ii) continued vesting of the benefits, exemptions available to the Transferor Company No. 1 in favour of the Resulting Company, the Resulting Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under Applicable Law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement in relation to which the Transferor Company No. 1 has been a party, including any filings with the regulatory authorities in order to give formal effect to the above provisions and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company No. 1. The Resulting Company will, if necessary, also be a party to the above.

• 19.6 In order to ensure the smooth transition and sales of products and inventory of the Transferor Company No. 1 manufactured and/or branded and/or labelled and/or packed in the name of the Transferor Company No. 1 prior to the Effective Date, the Resulting Company shall have the right to own, use, market, sell, exhaust or to in any manner deal with any such products and inventory (including packaging material) pertaining to the Transferor Company No. 1 without making any modifications, whatsoever to such products and/or the branding, packaging or labelling. All invoices/payment related documents pertaining to such products and inventory (including packaging material) may be raised in the name of the Resulting Company after the Effective Date.

• 19.7 Conduct of Business until Effective Date

  • With effect from the Appointed Date and up to and including the Effective Date:

• a. The Transferor Company No. 1 shall carry on and be deemed to have carried on their business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all the assets, rights, title and interest for and on account of and in trust for the Resulting Company.

• b. The Transferor Company No. 1 shall carry on their business and activities in the ordinary course of business with reasonable diligence and business prudence.

• c. All the profits or income accruing or arising to the Transferor Company No. 1 or expenditure or losses incurred or arising to the Transferor Company No. 1 shall for all purposes be treated and deemed to be and accrue as the profits or income or expenditure or losses (as the case may be) of the Resulting Company.

• d. The Resulting Company shall be entitled, pending the sanction of the Scheme, to apply to the Government Authorities concerned, as are necessary under any law for such consents, approvals and sanctions which the Resulting Company may require for carrying on the business of the Transferor Company No. 1.

• e. The Transferor Company No. 1 shall carry on their business, operations or activities with reasonable diligence and business prudence and in the same manner as they had been doing hitherto and shall not venture into/expand any new businesses, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business, without the prior consent of the Resulting Company

• f. The Resulting Company and the Transferor Company No. 1 shall also be entitled to make an application for amending, cancelling or obtaining fresh registrations, as the case may be, under all Applicable Laws and legislations. The Resulting Company and the Transferor Company No. 1 would be entitled to make an application for amending licenses/ authorisations.

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20. CONSIDERATION

• 20.1 The Transferor Company No. 1 will become an indirect wholly owned subsidiary company of the Resulting Company post the effectiveness of the Scheme. Its entire share capital will be indirectly held by the Resulting Company. Hence, upon Amalgamation � I becoming effective, no shares of Resulting Company shall be allotted in lieu or exchange of the shares of the Transferor Company No. 1. Upon the Scheme becoming effective, the entire share capital of the Transferor Company No. 1 shall be cancelled and extinguished

21. AGGREGATION, RECLASSIFICATION AND INCREASE IN AUTHORISED SHARE CAPITAL OF THE RESULTING COMPANY

Aggregation and Reclassification

• 21.1 Upon this Scheme becoming effective, the authorized share capital of the Transferor Company No. 1 shall be reclassified and stand consolidated with the authorized share capital of the Resulting Company. Accordingly, the authorized share capital of the Resulting Company shall stand increased to that extent, without any further act, instrument or deed on the part of the Resulting Company, including without any payment of stamp duty and any fees or charges payable to the Registrar of Companies, and/or to any other Governmental Authority, and the Memorandum of Association and Articles of Association of the Resulting Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, pursuant to Sections 13, 14, 61 and 232(3)(i) respectively of the Companies Act, 2013 and/or any other applicable provisions of the Act, as the case may be. Hence, for this purpose, the stamp duties and fees paid on the authorised share capital of the Transferor Company No. 1 shall be utilized and applied to the increased authorised share capital of the Resulting Company and no extra stamp duty and/or fees shall be required to be paid by the Resulting Company for its increased authorised share capital.

Increase in Authorised Share Capital

• 21.2 Upon Section I and Section II of the Scheme coming into effect on the Effective Date and after giving effect to clause 13.1 of the Scheme, the authorised share capital of the Resulting Company shall be enhanced by Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 20,00,000 (Twenty Lakhs) equity shares having face value of Rs. 5/- (Rupees Five) each without any further act or deed by the Resulting Company for the purpose of such enhancement of the authorized share capital of the Resulting Company except payment of necessary stamp duties and ROC fees. Pursuant to effectiveness of Section II of this Scheme, the Resulting Company shall make the requisite filings with ROC and pay the necessary fees for the increase in its authorized share capital.

Final Authorised Capital of the Resulting Company

• 21.3 Consequent upon demerger and amalgamation (after giving effect of clause 13.1, clause 21.1 and clause 21.2), 'Clause V' of the Memorandum of Association of the Resulting Company shall be replaced with the following:

�The Authorised Share Capital of the Company is Rs. 14,00,50,000/- (Rupees Fourteen Crores Fifty Thousand Only) divided into 2,80,10,000 (Two Crores Eighty Lakhs Ten Thousand) Equity Shares of Rs.5/- (Rupees Five only) each with the rights, privileges, and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being with the power to increase and reduce the capital and to divide the shares in the capital for the time being into several classes and to attach there to respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the articles of association of the company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the law for the time being in force or provided by the Articles of Association for the time being.�

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• 21.4 It is clarified that the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, 14 and 61, respectively, of the Companies Act, 2013 and/ or any other applicable provisions of the Act, would be required to be separately passed.

• 21.5 In the event, the authorized share capital of the Resulting Company undergoes any change prior to the Effective Date, the clauses specified in this Scheme to replace the existing clause V of the memorandum of association, shall be adjusted accordingly to take into account the effect of any such corporate actions.

22. ACCOUNTING TREATMENT

• 22.1 As the Transferor Company No. 1 shall stand dissolved without being wound up and all the assets and liabilities as well as reserves shall be transferred to the Resulting Company, on a going concern basis, upon the Scheme becoming effective, hence there is no accounting treatment prescribed under this Scheme in the books of the Transferor Company No. 1.

• 22.2 On effectiveness of the Scheme and with effect from the Appointed Date, since the transaction involves entities which are under common control before and after the transaction, the Resulting Company shall account for the transfer and vesting of the Undertaking as per the �Pooling of Interests� method in its books of accounts in accordance with Appendix C for Business combinations of entities under common control of the Indian Accounting Standards (IND AS) 103 prescribed under Section 133 of the Companies Act, 2013, as notified under the Companies (Indian

• Accounting Standards) Rules, 2015 and other applicable accounting standards prescribed under the Act.

• 22.3 The pooling of interests� method is considered to involve the following:

• a. All the assets and liabilities of the Transferor Company No. 1 shall be recorded in the financial statements of the Resulting Company at their carrying amounts as appearing in the financial statements of the Transferor Company No. 1, prior to this Section II being made effective. No adjustments will be made to reflect fair values or recognize any new assets or liabilities. The only adjustments that are made are to harmonize the accounting policies.

• b. The identity of the reserves of the Transferor Company No. 1 shall be preserved and they shall appear in the financial statements of the Resulting Company in the same form and manner in which they appear in the financial statements of the Transferor Company No. 1, prior to Section II of this Scheme being made effective, and it shall be aggregated with the corresponding balance appearing in the financial statements of the Resulting Company.

• c. The difference between the i) aggregate face value of the equity shares of the Resulting Company issued and allotted by it to the members of the Transferor Company No. 1, if any, (which is expected to be NIL in view of clause 20) and ii) the equity share capital of the Transferor Company No. 1, shall be adjusted in the capital reserve account.

• d. The financial information in the financial statements of the Resulting Company in respect of prior periods should be restated as if the amalgamation had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

• e. The difference, if any arising from the cancellation of cross-holdings (if any) shall also be adjusted in the capital reserves account of the Resulting Company.

• f. To the extent that there are inter-corporate loans/trade deposits, debentures, debt securities or balances between the Transferor Company No. 1 inter se and/or the Transferor Company No. 1 and the Resulting Company, the obligation in respect thereof shall come to an end and corresponding effect shall be given in the books of account and the records of the Resulting Company for the reduction / netting of any assets or liabilities, as the case may be. Difference, if any, arising upon such cancellation, shall be credited or debited, as the case may be, to the reserve of the Resulting Company.

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• g. The Scheme set out herein in its present form or with any modification(s) or amendment(s) approved, imposed or directed by the Tribunals or any other Governmental Authority shall be effective from the Appointed Date but shall be operative from the Effective Date. However, if the Ind AS 103 require the amalgamation to be accounted with effect from a different date, then it would be accounted as per the requirements of Ind AS 103, for accounting purpose, to be compliant with the Indian accounting standards. For regulatory and tax purposes, amalgamation would have been deemed to be effective from the Appointed Date of this Scheme.

• h. In case of any differences in accounting policies between the Transferor Company No. 1 and the Resulting Company, the accounting policies followed by the Resulting Company shall prevail to ensure that the financial statements of the Resulting Company reflect the financial position on the basis of consistent accounting policies. The difference, if any, in the accounting policies between the Transferor Company No. 1 and Resulting Company, shall be ascertained and the impact of the same will be quantified and adjusted in the retained earnings or another affected component of equity of the Resulting Company, as applicable, in accordance with the requirements of Ind AS 8 � Accounting Policies, Changes in Accounting Estimates and Errors.

The costs relating to the Scheme will be accounted in accordance with Ind AS 103.

Section III deals with Amalgamation of the Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 with the Demerged Company / Transferee Company.

30. DEFINITIONS

For the purposes of Section III of this Scheme, unless repugnant to the meaning or context thereof, the following expressions will have the meaning as mentioned herein below:

• 30.1 �Demerged Company/Transferee Company� shall have meaning assigned to it in Section III, clause 29.1.

• 30.2 �Transferor Company No. 2� shall have meaning assigned to it in Section III, clause 29.2.

• 30.3 �Transferor Company No. 3� shall have meaning assigned to it in Section III, clause 29.3.

• 30.4 �Transferor Company No. 4� shall have meaning assigned to it in Section III, clause 29.4.

• 30.5 �Transferor Companies� shall collectively mean Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4.

• 30.6 �Undertaking of the Transferor Companies� shall mean and include the whole of the Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 respectively as a going concern with all its assets, rights, licenses and powers, and all its debts, outstandings, liabilities, duties and obligations and employees as on the Appointed Date including, but not limited to, the following:

• a. All the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, present, future or contingent) of the Transferor Companies whether situated in India or abroad, but not limited to plants and machinery, computers, equipment, buildings and structures, offices, residential and other premises, including all tangible and intangible assets, stock in trade, capital work in progress, sundry debtors, furniture, fixtures, interiors, office equipment, vehicles, appliances, accessories, deposits, all stocks, assets, investments of all kinds (including shares, scripts, subsidiaries, stocks, bonds, debentures stocks, units or pass through certificates) including shares or other securities held by the Transferor Companies cash balances or deposits with banks, cheques on hand, loans, advances, contingent rights or benefits, book debts, receivables, actionable claims, earnest moneys, advances or deposits paid by the Transferor Companies financial assets, leases (including but not limited to lease rights of the Transferor Companies), hire purchase contracts and assets, lending contracts, rights and

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benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, bids, tenders, letters of intent, expressions of interest, development rights (whether vested or potential and whether under agreements or otherwise), municipal permissions, tenancies or license in relation to the office and /or residential properties (including for the employees or other persons), guest houses, godowns, warehouses, licenses, fixed and other assets, intangible assets (including but not limited to software), trade and service names and marks, patents, copyrights, designs and other intellectual property rights of any nature whatsoever, rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, title, interests, other benefits (including tax benefits), assets held by or relating to the Transferor Companies employee benefit plan, export incentives accrued, derivative instruments, forward contracts, insurance claims receivable, tax holiday benefit, incentives, credits (including tax credits), minimum alternative tax credit entitlement, tax losses, rights, easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Companies or in connection with or relating to the Transferor Companies and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Companies in each case, whether in India or abroad;

• b. All agreements, rights, contracts, entitlements, licenses, permits, permissions, incentives, approvals, registrations, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges and claims as to any patents, trademarks, designs, quotas, rights, engagements, arrangements, authorities, allotments, security arrangements, benefits of any guarantees, reversions, powers and all other approvals of every kind, nature and description whatsoever relating to the Transferor Companies�s business activities and operations;

• c. All Intellectual Property Rights, engineering and process information, software licenses (whether proprietary or otherwise), drawings, records, files, books, records, files, drawings, papers, computer programs, manuals, data, catalogues, sales and advertising material, lists of present and former customers and suppliers, customer credit information, customer pricing information, other customer information and all other records and documents, whether in physical or electronic form, relating to the business activities and operations of the Transferor Companies;

• d. Permissions approval for commissioning of project and other licenses or clearances granted/ issued/ given by any Governmental Authority organizations or companies, allotments, approvals, consents, concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorisation, applications made for obtaining all or any of the aforesaid, pre-qualifications, bid acceptances, tenders, certificates, tenancies, trade names, trademarks, service marks, copyrights, logos, corporate names, brand names, domain names, privileges and benefits of/ arising out of all contracts, agreements, applications and arrangements and all other rights including lease rights, powers and facilities of every kind and description whatsoever, equipment, installations and utilities such as electricity, water and other service connections, all benefits including subsidies, grants, incentives, tax credits (including but not limited to credits in respect of goods and service tax input credits, all indirect tax related assets / credits, including but not limited to goods and service tax input credits, service tax input credits, value added/ sales tax/ entry tax credits or set-off, advance tax, withholding tax/ TDS, taxes withheld/ paid in a foreign country, self-assessment tax, regular tax, minimum alternate tax, dividend distribution tax, securities transaction tax, deferred tax assets/

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liabilities, accumulated losses under the IT Act and allowance for unabsorbed depreciation under the IT Act, losses brought forward and unabsorbed depreciation as per the books of account and tax refunds) and all other rights, claims and powers, of whatsoever nature; Amounts claimed by the Transferor Companies whether or not so recorded in the books of accounts of the Transferor Companies from any Governmental Authority, under any law, act, scheme or rule, as refund of any tax, duty, cess or of any excess payment;

• e. Rights to any claim not preferred or made by the Transferor Companies in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Companies and any interest thereon, under any law, act, rule or scheme, and in respect of set-off, carry forward of un-absorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, etc. whether under the Income Tax Act, 1961, the rules and regulations thereunder, or taxation laws of other countries, or any other or like benefits under the said acts or under and in accordance with any law or act, whether in India or anywhere outside India;

• f. All debts (secured and unsecured), Liabilities all guarantees, assurances, commitments and obligations of any nature or description, whether fixed, contingent or absolute, secured or unsecured, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any contract or tort based on negligence or strict liability). Provided that if there exists any reference in the security documents or arrangements entered into by the Transferor Companies under which the assets of the Transferor Companies stand offered as a security for any financial assistance or obligation, the said reference shall be construed as a reference to the assets pertaining to the Undertaking of the Transferor Companies vested in the Transferee Company by the virtue of the Scheme. The Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Transferor Companies which shall vest in the Transferee Company by virtue of the amalgamation. The Transferee Company shall not be obliged to create any further or additional security thereof after the amalgamation has become effective;

• g. All insurance policies;

• h. All other obligations of whatsoever kind, including liabilities of the Transferor Companies with regard to their employees with respect to the payment of gratuity, pension benefits and the provident fund or other compensation or benefits, if any, whether in the event of resignation, death, voluntary retirement or retrenchment or otherwise;

• i All permanent and temporary employees engaged by the Transferor Companies at various locations, if any.

The expressions, which are used in this Section III of the Scheme and not defined herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under Section I, Section II or Section IV of the Scheme, the Act, the IT Act, the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 (including the regulations made thereunder), the Depositories Act, 1996 and other applicable laws, rules, regulations, bye-laws, guidelines, circulars, notifications, orders, as the case may be, including any statutory modification or re-enactment thereof, from time to time.

32 TRANSFER AND VESTING OF UNDERTAKING

• 32.1 General: Subject to the provisions of Section III of the Scheme and after giving effect of Section I and Section II, of this Scheme and with effect from the Appointed Date and pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, if any, the entire business and Undertaking of the Transferor Companies including all the debts, liabilities, losses, duties and obligations, including those arising on account of taxation laws and other allied laws, of the

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Transferor Companies of every description and also including, without limitation, all the movable and immovable properties and assets (whether tangible or intangible) of the Transferor Companies comprising, amongst others, all investments, receivables, actionable claims, furniture and fixtures, office equipment, telephones, telex, facsimile and other communication facilities and business licenses, permits, deposits, authorisations, approvals, lease, tenancy rights, permissions, incentives, if any, and all other rights, know-how, trade secret, patents, trademark, service mark, other intellectual property rights, registrations, title, interest, contracts including but not limited to contracts entered into with customers, vendors and service providers, consents, approvals and rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals, shall, under the provisions of section 234 read with sections 230 to 232 of the Act and pursuant to the order of the National Company Law Tribunal sanctioning this Scheme and without further act, instrument or deed, but subject to the changes affecting the same as on the Effective Date, be transferred and/or deemed to be transferred to and vested in the Transferee Company, so as to become the properties, assets, rights, business and Undertaking of the Transferor Companies.

• 32.2 Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, upon this Scheme becoming effective and after giving effect of the Section III and with effect from the Appointed Date:

32.2.1 Transfer of Assets

• a. All assets and properties of the Transferor Companies as on the Appointed Date, whether or not included in the books of the Transferor Companies and all assets and properties which are acquired by the Transferor Companies on or after the Appointed Date but prior to the Effective Date, shall be deemed to be and shall become the assets and properties of the Transferee Company, and shall under the provisions of Sections 230 to 232 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon the coming into effect of this Scheme pursuant to the provisions of Sections 230 to 232 of the Act. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement in order to give effect to the provisions of this sub-clause.

• b. In respect of such assets owned and belonging to the Undertaking of the Transferor Companies as are movable in nature or incorporeal property or are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, including machinery, equipment, pursuant to this Scheme shall stand transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company, wherever located and shall become the property and an integral part of the Transferee Company, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and without any further act or deed. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.

• c. All other movable properties of the Transferor Companies including investments in shares and any other securities, sundry debtors, actionable claims, earnest monies, receivables, bills, credits, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits (including deposits from members), if any, with government, semigovernment, local and other authorities and bodies, customers and other persons, shall, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and without any further act, instrument or deed, become the property of the Transferee Company, and

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the same shall also be deemed to have been transferred by way of delivery of possession of the respective documents in this regard. The Transferee Company may, at its sole discretion but without being obliged, give notice in such form as it may deem fit and proper, to such person, as the case may be, that the said debt, receivable, bill, credit, loan, advance or deposit stands transferred to and vested in Transferee Company and be paid or made good or held on account of the Transferee Company as the person entitled thereto. It is hereby clarified that investments, if any, made by Transferor Companies and all the rights, title and interest of the Transferor Companies in any leasehold properties shall, pursuant to Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and the provisions of this Scheme, without any further act or deed, be transferred to and vested in and/or be deemed to have been transferred to and vested in the Transferee Company;

• d. All immovable properties of the Transferor Companies including land together with the buildings and structures standing thereon and rights and interests in immovable properties of the Transferor Companies whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto, shall be vested in and/or be deemed to have been vested in the Transferee Company, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law without any further act or deed done or being required to be done by the Transferor Companies and/or the Transferee Company, pursuant to the sanctioning of the Scheme and upon the Scheme becoming effective. The Transferee Company shall be entitled to exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfil all obligations in relation to or applicable to such immovable properties, upon the sanctioning of Scheme by the Competent Authority and the Scheme becoming effective. The relevant authorities shall grant all clearances/permissions, if any, required for enabling Transferee Company to absolutely own and enjoy the immovable properties in accordance with Applicable Law. Upon this Scheme becoming effective, the title to such properties shall be deemed to have been mutated and recognised as that of the Transferee Company and the mere filing thereof with the appropriate registrar or sub-registrar or with the relevant Governmental Authority shall suffice as record of continuing titles with the Transferee Company and shall be constituted as a deemed mutation and substitution thereof;

• e. Without prejudice to the generality of the foregoing, all lease agreements and leave and license agreements, as the case may be, to which the Transferor Companies is a party, and having effect immediately before the Effective Date, shall remain in full force and effect on the terms and conditions contained therein in favour of or against the Transferee Company and may be enforced fully and effectually as if, instead of the Transferor Companies the Transferee Company had been a party or beneficiary or obligee thereto or thereunder; and the respective lessees and the licensees, as the case may be, shall continue to be in possession of the premises subject to the terms and conditions contained in the relevant lease agreements or leave and license agreements, as the case may be. Further, all the rights, title, interest and claims of the Transferor Companies in any properties including leasehold/ licensed properties of the Transferor Companies including but not limited to security deposits and advance or prepaid lease or license fee, shall, on the same terms and conditions, be transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company automatically without requirement of any further act or deed, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law including without the requirement of payment of any transfer charges or any other charges. The Transferee Company shall continue to pay rent or lease or license fee as provided for under such agreements, and the Transferee Company shall continue to comply with the terms, conditions and covenants thereunder;

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• f. From the Effective Date, all bank accounts operated or entitled to be operated by the Transferor Companies shall be deemed to have transferred and shall stand transferred to the Transferee Company and name of the Transferor Companies shall be substituted by the name of the Transferee Company in the bank�s records and the Transferee Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending contracts and transactions in the name of the Transferor Companies to the extent necessary until the transfer of the rights and obligations of the Transferor Companies to the Transferee Company under the Scheme is formally accepted and completed by the parties concerned. For avoidance of doubt, it is hereby clarified that all cheques and other negotiable instruments, payment orders received and presented for encashment which are in the name of the Transferor Companies after the Effective Date, shall be accepted by the bankers of the Transferee Company and credited to the accounts of the Transferee Company,if presented by the Transferee Company. Similarly, the banker of the Transferee Company shall honour all cheques issued by the Transferor Companies for payment after the Effective Date;

• g. The transfer and vesting of movable and immovable properties as stated above, shall be subject to Encumbrances, if any, affecting the same; and

• h. All consents, permissions, licenses, permits, quotas, approvals, certificates, clearances, authorities, leases, tenancy, assignments, allotments, registrations, incentives, subsidies, concessions, grants, rights, claims, liberties, special status, other benefits or privileges and any powers of attorney given by, issued to or executed in favour of the Transferor Companies including in relation to the Undertaking of the Transferor Companies and all rights and benefits which have accrued to the Transferor Companies shall, under the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, stand transferred to and vested in, or shall be deem to be transferred to or vested in, the Transferee Company, as if the same were originally given by, issued to or executed in favour of the Transferee Company, so as to become, as and from the Appointed Date, consents, permissions, licenses, permits, quotas, approvals, certificates, clearances, authorities, leases, tenancy, assignments, allotments, registrations, incentives, subsidies, concessions, grants, rights, claims, liberties, special status, other benefits or privileges and any powers of attorney of the Transferee Company which are valid, binding and enforceable on the same terms, and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company.

32.2.2 Transfer of Liabilities

• a. All Liabilities of every kind, nature and description whatsoever and howsoever arising, whether provided for or not in the books of account or disclosed in the balance sheets of the Transferor Companies shall be deemed to be the debts, liabilities, contingent liabilities, duties, and obligations of the Transferee Company, and the Transferee Company shall, and undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. All loans raised and used and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Companies after the Appointed Date and prior to the Effective Date, shall also be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and, to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme, pursuant to the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law, without any further act, instrument or deed shall stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company and shall become the debt, duties, undertakings, liabilities and obligations of the Transferee Company which shall meet, discharge and satisfy the same;

• b. Where any of the Liabilities incurred before the Appointed Date by the Transferor Companies deemed to have been transferred to the Transferee Company by virtue of this Scheme, have been discharged by the Transferor Companies after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company;

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• c. All debentures, bonds, notes or other securities of the Transferor Companies whether convertible into equity or otherwise, shall, without any further act, instrument or deed become the debentures, bonds, notes or other securities of the Transferee Company and all rights, powers, duties and obligations in relation thereto shall be and shall stand transferred to and vested in or deemed to be transferred to and vested in and shall be exercised by or against the Transferee Company as if it were the Transferor Companies under the provisions of Sections 230 to 232 of the Act and all other applicable provisions of Applicable Law and without any further act or deed. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this clause;

• d. All public deposits, debentures or bonds of the Transferor Companies shall be distinctly identified in the records of the Transferee Company for all intents and purposes including taxation and accounting and shall not be combined with any existing outstanding deposit scheme or series of debentures or bonds of the Transferee Company;

• e. All Encumbrances, if any, existing prior to the Effective Date over the assets of the Transferor Companies which secure or relate to any liability, shall, after the Effective Date, without any further act, instrument or deed, continue to be related and attached to such assets or any part thereof to which they related or were attached prior to the Effective Date and as are transferred to the Transferee Company. Provided that if any assets of the Transferor Companies have not been Encumbered in respect of the liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. Further, such Encumbrances shall not relate or attach to any of the other assets of the Transferee Company and the Transferee Company shall not be obliged to create any further or additional security after the Scheme has become effective or otherwise. The secured creditors of the Transferee Company and/or other holders of security over the properties of the Transferee Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interests of the Transferor Companies and therefore, such assets which are not currently Encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Transferee Company. The absence of any formal amendment which may be required by a lender or trustee or any third party shall not affect the operation of the foregoing provisions of this Scheme;

• f. Any reference in any security documents or arrangements (to which the Transferor Companies are party) to the Transferor Companies and their assets and properties, shall be construed as a reference to the Transferee Company and the assets and properties of the Transferor Companies shall be transferred to the Transferee Company by virtue of the Scheme. Without prejudice to the foregoing provisions, the Transferor Companies and the Transferee Company may execute any instruments or documents or do all acts and deeds as may be considered appropriate, including the filing of necessary particulars and/or modification(s) of charge, with the jurisdictional Registrar of Companies to give formal effect to these provisions, if required; and

• g. It is expressly provided that, save as mentioned in this Scheme, no other term or condition of the Liabilities transferred to the Transferee Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

32.2.3 Transfer of Contracts, Deeds and Other Instruments

• a. All contracts, agreements, licenses, leases, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, bids, letters of intent, arrangements, undertakings, whether written or otherwise, deeds, bonds, agreements, schemes, arrangements and other instruments to which the Transferor Companies are a party, or to the benefit

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of which, the Transferor Companies may be eligible/entitled, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, instrument or deed continue in full force and effect on, against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Companies the Transferee Company had been a party or beneficiary or obligor thereto. If the Transferee Company enters into and/or issues and/or executes deeds, writings or confirmations or enters into any tripartite arrangements, confirmations or novations, the Transferor Companies will, if necessary, also be a party to such documents in order to give formal effect to the provisions of this Scheme, if so required. The Transferee Company may also execute deeds of confirmation in favour of any party to any contract or arrangement to which the Transferor Companies are a party as may be necessary to be executed in order to give formal effect to the above provisions. In relation to the same, any procedural requirements required to be fulfilled solely by the Transferor Companies (and not by any of its successors), shall be fulfilled by the Transferee Company as if it is the duly constituted attorney of the Transferor Companies; and

• b. On and from the Effective Date, and thereafter, the Transferee Company shall be entitled to complete and enforce all pending contracts and transactions and to accept stock returns and issue credit notes in respect of the Transferor Companies in the name of the Transferor Companies in so far as may be necessary until the transfer of rights and obligations of the Transferor Companies to the Transferee Company under this Scheme has been given effect to under such contracts and transactions.

32.2.4 Transfer of Employees

• a. All employees of the Transferor Companies as on the Effective Date shall, become and be deemed to have become, the employees of the Transferee Company, on terms and conditions not less favorable than those on which they are engaged by the Transferor Companies and without any interruption of or break in service as a result of the amalgamation of the Transferor Companies with the Transferee Company. For the purpose of payment of all retirement benefits, the past services of such employees with the Transferor Companies shall be taken into account from the date of their appointment with the Transferor Companies and such benefits to which the employees are entitled in the Transferor Companies shall also be taken into account and paid (as and when payable) by the Transferee Company.

• b. In so far as the provident fund, gratuity fund, superannuation fund, retirement fund and any other funds or benefits created by the Transferor Companies for its employees or to which the Transferor Companies are contributing for the benefit of its employees (collectively referred to as the "Funds") are concerned, the Funds or such part thereof as relates to the employees (including the aggregate of all the contributions made to such Funds for the benefit of the employees, accretions thereto and the investments made by the Funds in relation to the employees) shall be transferred to the Transferee Company and shall be held for the benefit of the concerned employees. In the event the Transferee Company has its own funds in respect of any of the employee benefits referred to above, the Funds shall, subject to the necessary approvals and permissions, and at the discretion of the Transferee Company, be merged with the relevant funds of the Transferee Company. In the event that the Transferee Company does not have its own funds in respect of any of the above or if deemed appropriate by the Transferee Company, the Transferee Company may, subject to necessary approvals and permissions, maintain the existing funds separately and contribute thereto until such time that the Transferee Company creates its own funds, at which time the Funds and the investments and contributions pertaining to the employees shall be merged with the funds created by the Transferee Company.

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• c. In relation to those Employees for whom the Transferor Companies is making contributions to the government provident fund or other employee benefit fund, the Transferee Company shall stand substituted for the Transferor Companies for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such Employees, such that all the rights, duties, powers and obligations of the Transferor Companies as the case may be in relation to such schemes/ Funds shall become those of the Transferee Company.

32.2.5 Legal Proceedings

• a. If any suit, appeal or other legal proceedings of whatsoever nature by or against the Transferor Companies is pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation of the Transferor Companies with the Transferee Company and by anything contained in this Scheme, but the said suit, appeal or other legal proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies as if this Scheme had not been made.

• b. The Transferee Company undertakes to have all legal or other proceedings initiated by or against the Transferor Companies above transferred into its name and to have the same continued, prosecuted and enforced by or against the Transferee Company to the exclusion of the Transferor Companies.

32.2.6 Taxes, Duties/Cess

• a. All taxes (including but not limited to advance tax, tax deducted at source, minimum alternate tax credits, withholding tax, dividend distribution tax, banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax, goods and services tax, customs, duties, etc.), including any interest, penalty, surcharge and cess, if any, paid / payable by or refunded / refundable to the Transferor Companies including all or any refunds or claims shall be treated as the tax liability or refunds/claims, as the case may be, of the Transferee Company, and any tax incentives, advantages, privileges, accumulated losses and allowance for unabsorbed depreciation as per Section 72A of the IT Act, losses brought forward and unabsorbed depreciation as per books of account, deductions otherwise admissible such as under Section 40, 40A, 43B, etc. of the IT Act, exemptions, credits ,exemptions, credits, deductions / holidays, remissions, reductions etc., as would have been available to the Transferor Companies shall pursuant to this Scheme becoming effective, be available to the Transferee Company; and

• b. All the benefits under the various incentive schemes and policies that the Transferor Companies is entitled to, including tax credits, tax deferral, exemptions, holidays and benefits (including goods and service tax input credits, service tax input credits, all indirect tax related assets / credits, including but not limited to goods and service tax input credits, service tax input credits, value added/ sales tax/ entry tax credits or set-off, advance tax, withholding tax/ TDS, taxes withheld/ paid in a foreign country, self-assessment tax, regular tax, minimum alternate tax, dividend distribution tax, securities transaction tax, deferred tax assets/ liabilities, accumulated losses under the IT Act and allowance for unabsorbed depreciation under the IT Act, losses brought forward and unabsorbed depreciation as per the books of account), subsidies, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed by the Transferor Companies rights of any claim not made by the Transferor Companies in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Companies and any interest thereon and all rights or benefits that have accrued or which may accrue to the Transferor Companies whether on, before or after the Appointed Date, shall upon this Scheme becoming effective and with effect from the Appointed Date be transferred to and vest in the Transferee Company and all benefits, entitlements and incentives of any nature whatsoever, shall be claimed by the Transferee Company and these shall relate back to the Appointed Date as if

• the Transferee Company was originally entitled to all benefits under such incentive schemes and/or policies.

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32.2.7 Transfer of benefits, licenses, permits etc.

• a. All the security interest over any moveable and/or immoveable properties and security in any other form (both present and future) including but not limited to any pledges, or guarantees, if any, created/executed by any person in favour of the Transferor Companies or any other person acting on behalf of or for the benefit of the Transferor Companies for securing the obligations of the persons to whom the Transferor Companies has advanced loans and granted other funded and non-funded financial assistance, by way of letter of comfort or through other similar instruments shall without any further act, instrument or deed stand vested in and be deemed to be in favour of the Transferee Company and the benefit of such security shall be available to the Transferee Company as if such security was ab initio created in favour of the Transferee Company. The mutation or substitution of the charge in relation to the movable and immovable properties of the Transferor Companies shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by the appropriate authorities and third parties (including any depository participants) pursuant to the sanction of this Scheme by the Competent Authority and upon the Scheme becoming effective in accordance with the terms hereof;

• b. All letters of intent, requests for proposal, pre-qualifications, bid acceptances, tenders and other instruments of whatsoever nature to which the Transferor Companies is a party or to the benefit of which the Transferor Companies may be eligible, shall remain in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Companies the Transferee Company had been a party or beneficiary or obligee thereto. Upon coming into effect of this Scheme, the past track record of the Transferor Companies shall be deemed to be the track record of the Transferee Company for all commercial and regulatory purposes;

• c. All approvals, allotments, consents, concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorisation, pre-qualifications, bid acceptances, tenders, licenses (including the licenses granted by any governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), permissions and certificates of every kind and description whatsoever in relation to the Transferor Companies or to the benefit of which the Transferor Companies may be eligible/entitled, and which are subsisting or having effect immediately before the Effective Date, including the applications and benefits of any applications made for any of the foregoing, shall be in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Companies the Transferee Company had been a party or beneficiary or obligor thereto and the Transferee Company shall be liable for compliance with all the conditions governing such consents, permits, approvals, etc. as stated above It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by the Competent Authority, and upon this Scheme becoming effective in accordance with the terms hereof. For this purpose, the Transferee Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes;

• d. All consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Companies shall stand transferred to the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder and the rights and benefits under the same shall be available to the Transferee Company;

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• e. All trademarks, trade names, service marks, copyrights, logos, corporate names, brand names, domain names and all registrations, applications and renewals in connection therewith, and software and all website content (including text, graphics, images, audio, video and data), trade secrets, confidential business information and other proprietary information shall stand transferred to and vested in the Transferee Company;

• f. All registrations, goodwill and licenses, appertaining to the Transferor Companies if any, shall be transferred to and vested in the Transferee Company;

• g. Benefits of any and all corporate approvals as may have already been taken by the Transferor Companies whether being in the nature of compliances or otherwise, including without limitation approvals under Sections 42, 62, 180,185, 186, etc., of the Act, read with the rules and regulations made thereunder, shall stand transferred to the Transferee Company and the said corporate approvals and compliances shall be deemed to have been taken/complied with by the Transferee Company; it being clarified that if any such resolutions have any monetary limits approved subject to the provisions of the Act and of any other applicable statutory provisions, then the said limits, as are considered necessary by the Board of the Transferee Company, shall be added to the limits, if any, under the like resolutions passed by the Transferee Company; and

• h. The Transferor Companies and/or the Transferee Company as the case may be, shall, at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Applicable Law or otherwise, do all such acts or things as may be necessary to transfer/novate the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Transferor Companies. It is hereby clarified that if the consent of any third party or Governmental Authority, if any, is required to give effect to the provisions of this clause, the said third party or Governmental Authority shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by the Competent Authority, and upon this Scheme becoming effective in accordance with the provisions of the Act and with the terms hereof. For this purpose, the Transferee Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes.

• 32.3 The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Companies and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

• 32.4 The Transferee Company is and shall always be deemed to have been authorised to execute any pleadings, applications, forms, etc., as may be required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme, pursuant to the sanction of this Scheme by the Competent Authority.

• 32.5 Without prejudice to the other provisions of the Scheme and notwithstanding the vesting of the Transferor Companies into the Transferee Company, in order to ensure (i) implementation of the provisions of the Scheme; and (ii) continued vesting of the benefits, exemptions available to the Transferor Companies in favour of the Transferee Company, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under Applicable Law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement in relation to which the Transferor Companies has been a party, including any filings with the regulatory authorities in order to give formal effect to the above provisions and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Companies. The Transferee Company will, if necessary, also be a party to the above.

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• 32.6 In order to ensure the smooth transition and sales of products and inventory of the Transferor Companies manufactured and/or branded and/or labelled and/or packed in the name of the Transferor Companies prior to the Effective Date, the Transferee Company shall have the right to own, use, market, sell, exhaust or to in any manner deal with any such products and inventory (including packaging material) pertaining to the Transferor Companies without making any modifications, whatsoever to such products and/or the branding, packaging or labelling. All invoices/payment related documents pertaining to such products and inventory (including packaging material) may be raised in the name of the Transferee Company after the Effective Date.

2.7 Conduct of Business until Effective Date

• With effect from the Appointed Date and up to and including the Effective Date:

• a. The Transferor Companies shall carry on and be deemed to have carried on their business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all the assets, rights, title and interest for and on account of and in trust for the Transferee Company.

• b. The Transferor Companies shall carry on their business and activities in the ordinary course of business with reasonable diligence and business prudence.

• c. All the profits or income accruing or arising to the Transferor Companies or expenditure or losses incurred or arising to the Transferor Companies shall for all purposes be treated and deemed to be and accrue as the profits or income or expenditure or losses (as the case may be) of the Transferee Company.

• d. The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Government Authorities concerned, as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require for carrying on the business of the Transferor Companies.

• e. The Transferor Companies shall carry on their business, operations or activities with reasonable diligence and business prudence and in the same manner as they had been doing hitherto and shall not venture into/expand any new businesses, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business, without the prior consent of the Transferee Company

• f. The Transferee Company and the Transferor Companies shall also be entitled to make an application for amending, cancelling or obtaining fresh registrations, as the case may be, under all Applicable Laws and legislations. The Transferee Company and the Transferor Companies would be entitled to make an application for amending licenses/ authorisations.

33. CONSIDERATION

• 33.1 The Transferor Companies are wholly owned subsidiary and / or step down subsidiary companies of Transferee Company. Their entire share capital is directly or indirectly held by the Transferee Company. Hence, upon the Scheme becoming effective, no shares of Transferee Company shall be allotted in lieu or exchange of the shares of the Transferor Companies. Upon the Scheme becoming effective, the entire share capital of the Transferor Companies shall be cancelled and extinguished.

34. AGGREGATION AND RECLASSIFICATION OF AUTHORISED SHARE CAPITAL OF THE TRANSFEREE COMPANY

• 34.1 Upon this Scheme becoming effective, the authorized share capital of the Transferor Companies shall be reclassified and stand consolidated with the authorized share capital of the Transferee Company. Accordingly, the authorized share capital of the Transferee Company shall stand

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increased to that extent, without any further act, instrument or deed on the part of the Transferee Company, including without any payment of stamp duty and any fees or charges payable to the Registrar of Companies, and/or to any other Governmental Authority, and the Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, pursuant to Sections 13, 14, 61 and 232(3)(i) respectively of the Companies Act, 2013 and/or any other applicable provisions of the Act, as the case may be. Hence, for this purpose, the stamp duties and fees paid on the authorised share capital of the Transferor Companies shall be utilized and applied to the increased authorised share capital of the Transferee Company and no extra stamp duty and/or fees shall be required to be paid by the Transferee Company for its increased authorised share capital.

• 34.2 Consequent upon demerger and amalgamation (after giving effect of clause 13.1 and clause 34.1), 'Clause V' of the Memorandum of Association of the Transferee Company shall be replaced with the following:

�The Authorised Share Capital of the Company is Rs. 10,60,00,000/- (Rupees Ten Crores Sixty Lakhs Only) divided into 2,12,00,000 (Two Crores Twelve Lakhs) Equity Shares of Rs.5/- (Rupees Five only) each with the rights, privileges, and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being with the power to increase and reduce the capital and to divide the shares in the capital for the time being into several classes and to attach there to respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the articles of association of the company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the law for the time being in force or provided by the Articles of Association for the time being.�

• 34.3 It is clarified that the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, 14 and 61, respectively, of the Companies Act, 2013 and/ or any other applicable provisions of the Act, would be required to be separately passed.

• 34.4 In the event, the authorized share capital of the Transferee Company undergoes any change prior to the Effective Date, the clauses specified in this Scheme to replace the existing clause V of the memorandum of association, shall be adjusted accordingly to take into account the effect of any such corporate actions.

35. ACCOUNTING TREATMENT

• 35.1 As the Transferor Companies shall stand dissolved without being wound up and all the assets and liabilities as well as reserves shall be transferred to the Transferee Company, on a going concern basis, upon the Scheme becoming effective, hence there is no accounting treatment prescribed under this Scheme in the books of the Transferor Companies.

• 35.2 On effectiveness of the Scheme and with effect from the Appointed Date, since the transaction involves entities which are under common control before and after the transaction, the Transferee Company shall account for the transfer and vesting of the Undertaking as per the �Pooling of Interests� method in its books of accounts in accordance with Appendix C for Business combinations of entities under common control of the Indian Accounting Standards (IND AS) 103 prescribed under Section 133 of the Companies Act, 2013, as notified under the Companies (Indian Accounting Standards) Rules, 2015 and other applicable accounting standards prescribed under the Act.

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• 35.3 The pooling of interests� method is considered to involve the following:

• a. All the assets and liabilities of the Transferor Companies shall be recorded in the financial statements of the Transferee Company at their carrying amounts as appearing in the financial statements of the Transferor Companies, prior to this Section III being made effective. No adjustments will be made to reflect fair values or recognize any new assets or liabilities. The only adjustments that are made are to harmonize the accounting policies.

• b. The identity of the reserves of the Transferor Companies shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appear in the financial statements of the Transferor Companies, prior to Section III of this Scheme being made effective, and it shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company.

• c. The difference between the i) aggregate face value of the equity shares of the Transferee Company issued and allotted by it to the members of the Transferor Companies, if any, (which is expected to be NIL in view of clause 33) and ii) the equity share capital of the Transferor Companies respectively, shall be adjusted in the capital reserve account.

• d. The financial information in the financial statements of the Transferee Company in respect of prior periods should be restated as if the amalgamation had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

• e. The difference, if any arising from the cancellation of cross-holdings (if any) shall also be adjusted in the capital reserves account of the Transferee Company.

• f. To the extent that there are inter-corporate loans/trade deposits, debentures, debt securities or balances between the Transferor Companies inter se and/or the Transferor Companies and the Transferee Company, the obligation in respect thereof shall come to an end and corresponding effect shall be given in the books of account and the records of the Transferee Company for the reduction / netting of any assets or liabilities, as the case may be. Difference, if any, arising upon such cancellation, shall be credited or debited, as the case may be, to the reserve of the Transferee Company.

• g. The Scheme set out herein in its present form or with any modification(s) or amendment(s) approved, imposed or directed by the Tribunals or any other Governmental Authority shall be effective from the Appointed Date but shall be operative from the Effective Date. However, if the Ind AS 103 require the amalgamation to be accounted with effect from a different date, then it would be accounted as per the requirements of Ind AS 103, for accounting purpose, to be compliant with the Indian accounting standards. For regulatory and tax purposes, amalgamation would have been deemed to be effective from the Appointed Date of this Scheme.

• h. In case of any differences in accounting policies between the Transferor Companies and the Transferee Company, the accounting policies followed by the Transferee Company shall prevail to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policies. The difference, if any, in the accounting policies between the Transferor Companies and Transferee Company, shall be ascertained and the impact of the same will be quantified and adjusted in the retained earnings or another affected component of equity of the Transferee Company, as applicable, in accordance with the requirements of Ind AS 8 � Accounting Policies, Changes in Accounting Estimates and Errors.

• i. The costs relating to the Scheme will be accounted in accordance with Ind AS 103.

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PART III � GENERAL TERMS AND CONDITIONS

44. EFFECTIVENESS OF THE SCHEME

44.1 Upon the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred on the Appointed Date and become effective and operative only in the sequence and in the order mentioned hereunder:

• a. with effect from the Appointed Date, the demerger of the Demerged Undertaking of the Demerged Company, and the vesting of the same in the Resulting Company shall be deemed to have occurred, pursuant to Section I of this Scheme, in accordance with Section 2(19AA) of the IT Act;

• b. with effect from Appointed Date, the amalgamation of the Transferor Company No. 1 with the Resulting Company shall be deemed to have occurred, pursuant to Section II change of this Scheme, in accordance with Section 2(1B) of the IT Act

with effect from the Appointed Date, the amalgamation of the Transferor Companies with the Transferee Company shall be deemed to have occurred, pursuant to Section III change of this Scheme, in accordance with Section 2(1B) of the IT Act.

22. Accounting Treatment

The Accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificates issued by respective auditor of the Company and the Resulting Company are open for inspection as mentioned hereinbelow.

1. In compliance with the provisions of Section 232(2) (c) of the Act, the Board of Directors of the Companies, in their respective meetings have adopted a report, inter alia , explaining the effect of the Scheme on its shareholders and key managerial personnel amongst others. Copy of the Reports adopted by the Board of Directors of the Company, the Resulting Company, the Transferor Company No. 1, the Transferor Company No. 2, the Transferor Company No. 3 and the Transferor Company No. 4, are enclosed as Annexure� 2A, Annexure� 3A, Annexure-4A, Annexure�5A, Annexure-6A and Annexure�7A, respectively.

Additional Details

24. Impact of scheme on revenue generating capacity of the Company along with future prospects of Company.

There shall be a synergic benefit from hiving off of the Demerged Undertaking of the Demerged Company into Resulting Company as the efficiency and worth of both the companies shall increase manifold. Each company would specialize in their respective core businesses and independently scale their business by attracting specific resources and investment to support their growth. The demerger would also help each company to isolate the risks between their respective businesses, raise capital based on their individual requirements and help create/unlock value in the future.

The Amalgamation � II is likely to have positive impact on the revenue of the Demerged Company. Consolidating similar business of the Transferor Companies in a single entity would lead to expand and grow business, catering to wider customer base thereby achieving higher revenue scale.

25. Need and rationale of the Scheme, Synergy of business of the companies involved in the Scheme, impact of the Scheme on the shareholders and cost benefit analysis of the Scheme

25.1. Need and rationale of the Scheme:

The Scheme will result in simplification of the group structure and management structure leading to the better administration and more focused operational efforts, rationalization, standardization and simplification of business processes. The Scheme will enable entities to leverage their resources to

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align future cash flows. The synergies that exist between the entities in terms of services and resources can be put to best advantage of all the stake holders. The proposed restructuring pursuant to the Scheme is expected, inter alia , to result in following benefits:

• a. Demerger, transfer and vesting of Demerged Undertaking from the Demerged Company to Resulting Company to result into:

• Segregation of the Company�s Demerged Undertaking into Resulting Company;

• Future growth and expansion of the Demerged Undertaking would require differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory;

• Allow management of the Resulting Company to pursue independent growth strategies in markets;

• The proposed re-structuring would create enhanced value for the shareholders through potential unlocking of value through listing of CC & WT business as well as business of the Resulting Company on the NSE and BSE:

• Since both the businesses are having separate growth trajectories, the proposed restructuring would enable both the businesses to pursue their growth opportunities and offer investment opportunities to potential investors;

• Enhance competitive strength, achieve cost reduction and efficiencies of aforesaid companies and thereby significantly contributing to future growth;

• The proposed re-structuring would provide opportunity to shareholders of the Company to directly participate in Demerged Undertaking and Resulting Company�s business; and

• The proposed re-structuring would enable investors to hold investments in the businesses with different investment characteristics, which best suit their investment strategies and risk profiles;

• b. The proposed Amalgamation � I and Amalgamation � II with their respective holding companies is expected, inter alia , to result in following benefits:

• It will lead to greater efficiency in overall combined business including economies of scale, efficiency of operations, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more efficiently for the purpose of development of businesses of the combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize the administrative compliances and to maximize shareholders value;

• It will provide for more productive and optimum utilization of various resources by pooling of the managerial, technical and financial resources of the Transferor Company No. 1, Resulting Company, Transferor Companies and the Transferee Company which will fuel the growth of the business and help effectively address the growing competition;

• It will result in economies of scale, reduction in overheads including administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optimal utilization of resources by elimination of unnecessary duplication of activities and related costs which will in turn promote maximization of stakeholders value;

• It will result in reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Company No. 1, Resulting Company, Transferor Companies and the Transferee Company; and

25.2. Synergies of Business

The Scheme would result into consolidation of CC and WT business in the Resulting Company and Retained business into Demerged Company. The Scheme also ensures simplified and streamlined group structure. It helps in achieving reduction in over operational and compliance costs and helps in achieving better management and control on combined business.

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25.3. Impact of Scheme on the Shareholders

It is clarified that neither the Resulting Company nor the Demerged Company have issued any classes of shares other than equity shares. Accordingly, there are no other classes of shareholders that will be affected by the Scheme. In relation to the equity shareholders of the Demerged Company, upon the Scheme becoming effective, the equity shareholders of the Demerged Company shall become the equity shareholders of the Resulting Company in the manner as set out in Clause 11 of the Scheme. In addition, the equity shares of the Resulting Company held by the Demerged Company will stand cancelled on or after the effective date (as set out in the Scheme) by operation of law, without payment of any consideration or any further act or deed by either of the Demerged Company and the Resulting Company.

In relation to Amalgamation � I and Amalgamation � II, no new shares are being issued as the Transferor Company No. 1 and the Transferor Companies are wholly owned subsidiaries (direct and indirect)

25.4. Cost benefit analysis of the scheme

Post-effectiveness of the Scheme, the proposed demerger will increase value for the shareholders of the Resulting Company over time as the Resulting Company�s share value will rerate in line with its peers. In addition, as set out hereinabove, the shareholders of the Demerged Company will be allotted shares in the Resulting Company, thus facilitating increased value for the shareholders of the Demerged Company. Therefore, while the Scheme includes certain implementation costs, in the long-term such cost will be outweighed by the benefits of the Scheme, on account of several factors including that the Scheme would separate the CC and WT business and allow potential investors and other shareholders an option in terms of making a choice for either or both businesses. Although the Scheme would lead to the Company incurring costs towards its implementation the benefits of the Scheme over a longer period of time will outweigh such costs for the stakeholders of the Company.

25.5. Rationale for not issuing shares to shareholders of Transferor Companies

The Transferor Company No. 1 will become an indirect wholly owned subsidiary company of the Resulting Company post the effectiveness of the Scheme. Its entire share capital will be indirectly held by the Resulting Company. Hence, upon Amalgamation � I becoming effective, no shares of Resulting Company shall be allotted in lieu or exchange of the shares of the Transferor Company No. 1. Upon the Scheme becoming effective, the entire share capital of the Transferor Company No. 1 shall be cancelled and extinguished.

The Transferor Companies are wholly owned subsidiary and / or step down subsidiary companies of Transferee Company. Their entire share capital is directly or indirectly held by the Transferee Company. Hence, upon the Scheme becoming effective, no shares of Transferee Company shall be allotted in lieu or exchange of the shares of the Transferor Companies. Upon the Scheme becoming effective, the entire share capital of the Transferor Companies shall be cancelled and extinguished.

26. Value of assets and liabilities of the Company, Resulting Company, Transferor Company No. 1 and Transferor Companies and Demerged Undertaking that are being transferred to and post- merger balance sheet of Demerged Company and Resulting Company.

The details as above is attached herewith as �Annexure 14�.

27. BSE Details

The additional information to be submitted to SEBI as advised by BSE vide letter dated January 29, 2024 is enclosed as �Annexure 15�.

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28. NSE Details

The additional information to be submitted to SEBI as advised by NSE vide letter dated January 2, 2024 is enclosed as �Annexure 16�.

Other Matters

29.

In terms of SEBI Circular, the applicable information of all the unlisted companies involved in the Scheme in the format specified for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (�Abridged Prospectus�) including certificate of VIVRO Financial Services Pvt Ltd, SEBI Registered Merchant Banker, confirming accuracy and adequacy of the information contained therein, as required under the SEBI Circular are enclosed herewith as �Annexure�17�, �Annexure�18� , �Annexure�19�, �Annexure�20� and �Annexure�21� respectively.

30. Detail of debt restructuring

There shall be no debt restructuring of the Demerged Company, Resulting Company, Transferor Company No.1 and Transferor Companies pursuant to the Scheme.

31. Summary of Valuation Report

The Share Exchange Ratio as set out in the Scheme, has been approved by the Board of Directors of the Demerged Company and Resulting Company after taking into consideration the Valuation Report dated December 12, 2023 issued by SSPA & Co., Chartered Accountants, Registered Valuer (IBBI/RV-E/06/2020/126) (�Registered Valuer�) recommending the share exchange ratio for the Scheme (�Valuation Report�). A copy of the said Valuation Report is annexed herewith and marked as �Annexure 22� .

Further, given that the Demerged Company is a listed company and in compliance with the requirements of SEBI Scheme Circular (as referred in the Scheme), the Demerged Company had appointed Vivro Financial Services Private Limited, Category-I Merchant Banker to issue the Fairness Opinion Report on the Valuation Report issued by the Registered Valuer as aforesaid. A copy of the said Fairness Opinion Report dated December 12, 2023 issued by Vivro Financial Services Private Limited is annexed herewith and marked as � Annexure 23�.

1. All companies have filed a joint application before the Mumbai Bench of the National Company Law Tribunal for the sanction of the Scheme under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013, and the Hon�ble Tribunal has given directions to, inter alia , convene the meeting of Equity Shareholders of the Transferee Company, vide order dated October 11, 2024.

33. Inspection of Documents

The following documents will be open for inspection by the Shareholders as per Rule 6(3)(ix) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 at the Registered Office of Transferee Company situated at Chembond Centre, Plot No. EL-71, TTC Industrial Area, MIDC, Mahape, Navi Mumbai, Maharashtra, India � 400 710 on any working day up to the date of the Meeting between 10.00 A.M. to 5.00 P.M.(excluding Saturdays, Sundays and holidays).

• a. Copy of the Composite Scheme of Arrangement;

• b. Copy of the Order passed by the Hon�ble Tribunal dated October 11, 2024 directing convening the meeting of Equity Shareholders passed in Company Application No. CA(CAA)/162/MB-I/2024;

• c. Copy of Company Application No. CA (CAA)/162/MB-I/2024 along with annexures;

• d. Copies of the Memorandum of Association and Articles of Association of the Transferee Company;

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• e. Copy of Audited Financial Statements of all the companies for the year ended March 31, 2022, March 31, 2023 and March 31, 2024;

• f. Copy of Unaudited Limited Reviewed Financial Statements of all Companies for six months ended September 30, 2023;

• g. Copy of Valuation Report dated December 12, 2023 obtained from SSPA & Co. and the fairness opinion dated December 12, 2023 provided by independent merchant banker, Vivro Financials Services Private Limited;

• h. Copy of Observation Letter/ No adverse observation letter both dated August 13 and August 14, 2024 from BSE and NSE respectively;

• i. Copy of Complaint reports dated February 23, 2024 and March 12, 2024 with BSE and NSE respectively submitted by the Transferee Company;

• j. Copy of Reports dated December 12, 2023 adopted by the Audit Committee of the Demerged Company and Transferor Company No. 2.

• k. Copy of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies along with challans, evidencing filing of the Scheme;

• l. Copies of the Board resolutions dated December 12, 2023, passed by the respective Board of Directors of the Companies approving the Scheme;

• m. Copy of the Reports adopted by the Board of Directors of the respective Companies pursuant to the provisions of Section 232(2) (c) of the Act;

• n. Copy of the Statutory Auditors� Certificates, dated December 12, 2023 issued by Bathiya & Associates LLP Chartered Accountants for Demerged Company and Resulting Company, to the effect that the accounting treatment, if any, proposed in the Scheme of compromise or arrangement is in conformity with the applicable Accounting Standards prescribed under Section 133 of the Act;

• o. Such other information or documents as the Board or management believes necessary and relevant for making decision for or against the Scheme.

A copy of the Scheme and Explanatory Statement may also be obtained from the Registered Office of the Transferee Company and / or at the office of the advocate Sanjay Udeshi & Co., Advocates & Solicitors at 402-B, Vikas Building, 4th Floor, NGN Vaidya Road, above Jimmy Boy Restaurant, Horniman Circle, Fort, Mumbai � 400 001

th

Dated this 25 day October 2024 at Mumbai

SD/-

Sameer V. Shah

DIN: 00105721 Chairman appointed for the meeting

Registered Office:

Chembond Chemicals Limited Chembond Centre, EL-71, Mahape MIDC, Navi Mumbai � 400 710 Maharashtra, India

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ANNEXURE 1

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ANNEXURE 2A

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ANNEXURE 2B

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Annexure 2C

The copy of Audited Financial Results of Chembond Chemicals Limited (“Demerged company” or “Transferee Company”) for the year ended 31[st] March, 2024, are available/ accessible on the company’s website at - - https://www.chembondindia.com/wp content/uploads/2024/07/Annual Report-2023-2024.pdf.

Chembond Chemicals Limited

EL-71 Mahape MIDC, Navi Mumbai 400710. INDIA T: +91 22 62643000 - 03 ● F: +91 22 27681294 www.chembondindia.com CIN : L24100MH1975PLC018235

Chembond Chemicals Limited

ANNEXURE 2C

Unaudited financial statement as on 30th Sepember, 2024

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ANNEXURE 3A

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ANNEXURE 3B

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Annexure 3C

The copy of Audited Financial Results of Chembond Chemical Specialties Limited (“Resulting Company”) for the year ended 31[st] March, 2024, are available/ accessible on the company’s website at Subsidiary Financials - Chembond india.

Chembond Chemical Specialties Limited EL-37 Mahape MIDC, Navi Mumbai 400710. INDIA T: +91 22 62643000 - 03 ● F: +91 22 27681294 www.chembondindia.com

CIN : U20116MH2023PLC415282

Chembond Chemicals Limited

ANNEXURE 3C

Unaudited Financials as on 30th September, 2024

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ANNEXURE 4A

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Annexure 4B

The copy of Audited Financial Results of Chembond Clean Water Technologies Limited (“Transferor company No. 1”) for the year ended 31[st] March, 2024, are - available/ accessible on the company’s website at Subsidiary Financials Chembond india.

Chembond Clean Water Technologies Limited Chembond Centre, EL-37 Mahape MIDC, Navi Mumbai-400710, INDIA

T +91 22 6264 3000-03 F +91 22 2768 1294 E info@chembondwater.com U www.chembondwater.com

CIN: U29248MH2010PLC202124

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ANNEXURE 4B

Unaudited Financials as on 30th September, 2024

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ANNEXURE 5A

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Annexure 5B

The copy of Audited Financial Results of Chembond Material Technologies Private Limited (“Transferor Company No. 2”) for the year ended 31[st] March, 2024, are available/ accessible on the company’s website at Subsidiary Financials - Chembond india.

Chembond Material Technologies Pvt Ltd T: +91 22 6264 3000 ● F: +91 22 2768 1294 EL-71 Mahape MIDC, Navi Mumbai 400710. INDIA E: info@chembondmaterialtechnologies.com U: www.chembondmatech.com CIN : U24200MH2000PTC125231

Chembond Chemicals Limited

ANNEXURE 5B

Unaudited Financials as on 30th September, 2024

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ANNEXURE 6A

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Annexure 6B

The copy of Audited Financial Results of Phiroze Sethna Private Limited (“Transferor Company No. 3”) for the year ended 31[st] March, 2024, are available/ accessible on the company’s website at Subsidiary Financials - Chembond india.

Phiroze Sethna Private Limited

EL-71, MIDC, Mahape, Navi Mumbai 400710 T: +91 22 62643000 ● F: +91 22 27681294 E:info@phirol.com U:www.phirol.com CIN : U25209MH1975PTC018396

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ANNEXURE 6B

Unaudited Financials as on 30th September, 2024

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ANNEXURE 7A

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Annexure 7B

The copy of Audited Financial Results of Gramos Chemicals (India) Private Limited (“Transferor Company No. 4”) for the year ended 31[st] March, 2024, are available/ accessible on the company’s website at Subsidiary Financials - Chembond india.

Gramos Chemicals India Private Limited

T: +91 22 62643000 ● F: +91 22 27681294

EL-71, MIDC, Mahape, Navi Mumbai 400710

E:info@gramosindia.com U:www.gramosindia.com CIN : U99999MH1985PTC035486

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ANNEXURE 7B

Unaudited Financials as on 30th September, 2024

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ANNEXURE 8A

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ANNEXURE 8B

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ANNEXURE 9 Demerged Company

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ANNEXURE 9 Resulting Company

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ANNEXURE 9 Transferor Company No. 1

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ANNEXURE 9 Transferor Company No. 2

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ANNEXURE 9 Transferor Company No. 3

Chembond Chemicals Limited

Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 9 Transferor Company No. 4

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 10

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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ANNEXURE 11

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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ANNEXURE 12

Chembond Chemicals Limited

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ANNEXURE 13A

Chembond Chemicals Limited

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ANNEXURE 13B

Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 14

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 15

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 16

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 17

October 25, 2024

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 18

October 25, 2024

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 19

October 25, 2024

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 20

October 25, 2024

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 21

October 25, 2024

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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ANNEXURE 22

Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

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Chembond Chemicals Limited

ANNEXURE 23

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Chembond Chemicals Limited

Chembond Chemicals Limited

Chembond Chemicals Limited

Chembond Chemicals Limited

Chembond Chemicals Limited