HLE GLASCOAT LIMITED

==> picture [558 x 66] intentionally omitted <==

March 17, 2025

==> picture [436 x 107] intentionally omitted <==

----- Start of picture text -----

To, To,
The Manager (CRD) The Manager - Listing Department
BSE Limited National Stock Exchange of India Ltd
Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block,
Dalal Street, Fort, Bandra-Kurla Complex, Bandra (East)
Mumbai – 400 001 Mumbai - 400 051
Scrip Code: 522215 Symbol : HLEGLAS
----- End of picture text -----

SUB: Notice Convening Meeting of the Equity Shareholders of HLE Glascoat Limited pursuant to order dated March 6, 2025 of the Hon’ble National Company Law Tribunal, Ahmedabad Bench

Dear Sir/ Madam,

This is further to the above intimation and captioned subject, enclosed herewith the Notice Convening Meeting of the Equity Shareholders of the Company (“Notice”) pursuant to NCLT Oder which is to be held on Friday, 18th April, 2025 at 11:00 a.m. (IST) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), to consider and approve the Scheme of Amalgamation of Kinam Enterprise Private Limited (the ‘Transferor Company’ or ‘KEPL’) with HLE Glascoat Limited (the ‘Transferee Company’ or ‘HGL’) and their respective Shareholders and Creditors (‘Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and other applicable provisions.

The Notice has been dispatched electronically to those shareholders whose E-mail IDs are registered with the Company/ Share Transfer Agent/ Depository Participant today, i.e. on 17[th] March, 2025.

The Notice with related annexures is also available on the website of the Company. The Notice with Annexures, can be accessed at:

https://www.hleglascoat.com/wp-content/uploads/2025/03/Notice-to-Equity-Shareholderswith-Annexures.pdf

Kindly take the above on records.

Thanking You,

Yours faithfully, For HLE Glascoat Limited THAKKAR ACHAL Digitally signed by THAKKAR ACHAL DN: c=IN, postalCode=390002, st=GUJARAT, street=FLAT 402 ANAND HOUSE PHASE2VADODARAFATEHGUNJEME ROAD 390002, l=VADODARA, o=Personal, title=6927, serialNumber=fb0569ecc991464c057d2628145f3897753b62a8984b8d31ff6911feed546c0f, pseudonym=c663646eb3e681962e682a3758e6424d, 2.5.4.20=135cbb41d1c3db67aade17bd4e86c5b23cf41e07195846207aa88495f70907a4, [email protected], cn=THAKKAR ACHAL Date: 2025.03.17 20:02:02 +05'30'

ACHAL S. THAKKAR Company Secretary & Compliance Officer Encl: As Above

==> picture [558 x 50] intentionally omitted <==

==> picture [89 x 89] intentionally omitted <==

(CIN: L26100GJ1991PLC016173)

Registered Office: H-106,GIDC Estate, Vitthal Udyognagar, Anand-388121 Gujarat Tel: +91 02692-236842-45, E-mail: [email protected] Website: www.hleglascoat.com

NCLT Convened Meeting of Equity Shareholders

Day Friday	Day Friday
Date April 18, 2025
Time 11:00 am (IST)
Mode	Through Video Conferencing / Other Audio Visual Means

HLE GLASCOAT LIMITED

(CIN: L26100GJ1991PLC016173)

Registered Office: H-106,GIDC Estate, Vitthal Udyognagar, Anand-388121 Gujarat Tel: +91 02692-236842-45, E-mail: [email protected] Website: www.hleglascoat.com

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF HLE GLASCOAT LIMITED

(PURSUANT TO ORDER DATED MARCH 6, 2025 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH)

(PURSUANT TO ORDER DATED MARCH 6, 2025 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH)	(PURSUANT TO ORDER DATED MARCH 6, 2025 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH)
MEETING
Day	Friday
Date	April 18, 2025
Time	11:00 am (IST)
Mode of Meeting	Through Video Conferencing / Other Audio Visual Means
Cut-off date for e-voting	April 11,2025
Remote e-voting start date and time	April 15,2025, 900 a.m. (IST)
Remote e-voting end date and time	April 17,2025, 5.00 p.m. (IST)
Deemed Venue	HLE Glascoat Limited H-106, GIDC Estate, Vitthal Udyognagar, Anand-388121, Gujarat, India.

==> picture [423 x 226] intentionally omitted <==

----- Start of picture text -----

Sl. Page
Contents
No. No.
1. Notice convening Meeting of the Equity Shareholders of HLE Glascoat
Limited (‘The Transferee Company or ‘HGL’) as per the directions of the 01
Hon’ble National Company Law Tribunal, Ahmedabad Bench
2. Explanatory Statement under Section 102 read with Sections 230 to 232
of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, 16
Arrangements and Amalgamations) Rules, 2016
3. Annexure 1
Scheme of Amalgamation of Kinam Enterprise Private Limited (the 33
‘Transferor Company’ or ‘KEPL’) with HLE Glascoat Limited
4. Annexure 2
75
Share Entitlement Ratio Report and Fairness Opinions
----- End of picture text -----

==> picture [423 x 655] intentionally omitted <==

----- Start of picture text -----

5. Annexure 3
Audit Committee Report adopted by the Board of Directors of HLE 96
Glascoat Limited
6. Annexure 4
101
Copies of Board Resolutions of both the Applicant Companies
7. Annexure 5 and 5A
Observation Letters dated October 3, 2024 of NSE and BSE are annexed 105
at Annexure-5. The Compliance with the observations under the said
Observation Letters is annexed at Annexure 5A.
8. Annexure 6
Complaint Reports dated July 23, 2024 submitted by HGL to the National 119
Stock Exchange of India Limited (‘NSE”) and BSE Limited (‘BSE”)
9. Annexure 7
Reports of the Board of Directors of both applicant companies pursuant to 120
Section 232(2)(c) of the Act
10. Annexure 8
127
Material Interest of Directors and KMPs of the Applicant Companies
11. Annexure 9
Pre Scheme and Post Scheme Shareholding Pattern of the Applicant 129
Transferee Company
12. Annexure 10
Statutory Auditors’ Certificate confirming compliance of Accounting 141
Treatment of the Applicant Companies
13. Annexure 11
Audited Financial Statements of HGL, the Applicant Transferee Company 145
as on March 31, 2024 and Unaudited Financial Statements for the period
ended on December 31, 2024
14. Annexure 12
Audited Financial Statements as on March 31, 2024 of KEPL, the 171
Applicant Transferor Company and Unaudited Financial Statements for
the period ended on December 31, 2024
15. Annexure 13
Information pertaining to KEPL, in the format specified for abridged
prospectus as provided in Part E of Schedule VI of the Securities and 203
Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
16. Annexure 14
Details of ongoing adjudication and recovery proceedings, prosecution 210
initiated, and all other enforcement action taken, if any, against HGL, its
Promoters and Directors
----- End of picture text -----

==> picture [423 x 314] intentionally omitted <==

----- Start of picture text -----

17. Annexure 15 (as submitted to the stock exchanges)
Additional Information as per Observation Letters dated October 3, 2024
of BSE and NSE and Requirement Letters vide e-mails dated October 04,
2023 issued by BSE and NSE and includes: (details as per the
stipulations made in observation letters)
(a) Details of assets, liabilities, net worth and revenue of the
companies involved in the scheme, both pre and post Scheme;
211
(b) Need and Rationale of the Scheme, Synergies of Business of the
companies involved in the scheme, Impact of the scheme on the
Shareholders of HGL and cost benefit analysis of the scheme;
(c) Value of assets and liabilities of the Undertaking of the Transferor
Company that is being transferred to the Transferee Company;
(d) Comparison of revenue and net worth of the Transferor Company
with the total revenue and net worth of HGL for the last three financial
years
18. Annexure 16
222
NCLT Order dated March 6, 2025
19 Annexure 17
Relevant extracts of the resolutions passed by the Committee of 239
Independent Directors and Audit Committee
----- End of picture text -----

The Notice of the Meeting, Explanatory Statement and Annexures 1 to 17 constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral set of documents.

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH CA (CAA) NO. 2 OF 2025

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 366 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF KINAM ENTERPRISE PRIVATE LIMITED WITH HLE GLASCOAT LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS.

HLE Glascoat Limited. (CIN L26100GJ1991PLC016173) A company incorporated under the Companies Act, 1956 and having its registered office at H-106, GIDC Estate, Vitthal Udyognagar, Anand-388121

in the state of Gujarat…..…. Applicant Transferee Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS

To the Equity Shareholders of HLE Glascoat Limited.

NOTICE is hereby given that, pursuant to the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (‘Tribunal’) vide Order dated March 6, 2025 (‘Tribunal Order’), a meeting of the Equity Shareholders of HLE Glascoat Limited will be held on Friday, April, 18, 2025 at 11:00 a.m. (IST) (‘Meeting’) at deemed venue for the purpose of considering, and if thought fit, approving the proposed Scheme of Amalgamation of Kinam Enterprise Private Limited (the ‘Transferor Company’ or ‘KEPL’) with HLE Glascoat Limited (the ‘Transferee Company’ or ‘HGL’) and their respective Shareholders and Creditors (‘Scheme’) .
Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through Video Conferencing / Other Audio Visual Means, in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’), the Circulars issued thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to consider, and if thought fit, to pass the following resolution for approval of the Scheme by requisite majority, as prescribed under Section 230(6) of the Act:

1 / 240

“RESOLVED THAT in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules thereunder, including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 issued by the Securities and Exchange Board of India (‘SEBI’) and any other Circulars / Guidelines issued by SEBI applicable to schemes of arrangement from time to time, Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961 and the Rules framed thereunder, and all other provisions of applicable laws, or any amendments thereto or modifications thereof, the Memorandum and Articles of Association of HLE Glascoat Limited, and subject to the approval of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (‘Tribunal’), and such other approvals as may be necessary or as may be directed by the Tribunal, the Scheme of Amalgamation of Kinam Enterprise Private Limited (the ‘Transferor Company’ or ‘KEPL’) with HLE Glascoat Limited (the ‘Transferee Company’ or ‘HGL’) and their respective Shareholders and Creditors (‘Scheme’) be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors of HLE Glascoat Limited (‘the Board’, which term shall be deemed to mean and include one or more Committee(s) constituted by the Board or any other person(s) authorised by the Board to exercise its power including the powers conferred by this Resolution) be and is hereby authorised to perform and execute all such acts, deeds, matters and things, including delegation of all or any of the powers conferred herein, as it may, in its absolute discretion deem necessary, proper or expedient to give effect to this Resolution and for the matters connected therewith or incidental thereto, and to effectively implement the arrangement embodied in the Scheme and to make any modification(s) or amendment(s) to the Scheme at any time and for any reason whatsoever, and to accept such modification(s), amendment(s) or condition(s), if any, which may be required and / or imposed by the Tribunal while sanctioning the Scheme or by any authorities under law, and to waive any condition(s) of the Scheme, and also to settle any issue, question, difficulty or doubt that may arise in this regard, including passing such accounting entries or making adjustments in the books of accounts of the Applicant Companies and deciding on transfer / vesting of assets and liabilities, as the Board in its absolute discretion may deem fit, proper or desirable, subject to compliance with the applicable laws and regulations, without the Board being required to seek any further consent / approval of the Shareholders.”

2 / 240

Copies of the Scheme of Arrangement and the Explanatory Statement under Section 102 read with Sections 230 to 232 of the Companies Act, 2013 (‘Act’) can be obtained free of charge, on all working days between 11:00 a.m. to 01:00 p.m., from the Registered Office of HLE Glascoat Limited, up to the date of the Meeting, and/or from the office of the Advocate, Mrs. Swati Soparkar at 301, Shivalik 10, Opp. SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad - 380 015, Gujarat.
TAKE FURTHER NOTICE that in compliance with the provisions of (i) Section 230(3) read with Section 108 of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (v) Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/ 93 dated June 20, 2023, issued by the Securities and Exchange Board of India, the Shareholders shall have the facility of casting their votes on the Resolution for approval of the Scheme either by remote electronic voting (‘remote e-voting’) or by e-voting at the Meeting during the respective voting period stated below:

Manner of voting	Commencement of voting End of voting
Remote e-voting	from 9:00 am (IST) on Tuesday, the 15th April, 2025 at 5:00 pm (IST) on Thursday, the 17th April, 2025.
E-voting at the Meeting	During the meeting and 15 minutes after the close of the meeting.

Remote e-voting and e-voting at the Meeting shall not be allowed beyond the respective voting period, as stated above. Shareholders may exercise their votes in only one mode i.e., either by remote e-voting or by e-voting at the Meeting. Shareholders who cast their votes by remote e-voting may attend the Meeting, but will not be entitled to cast their votes again.

Voting rights will be reckoned on the paid-up value of the shares registered in the name of the Shareholders of the Company on Friday, April 11, 2025 (‘cut-off date’) . Only those Shareholders whose names are recorded in the Register of

3 / 240

Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e- voting or by e-voting at the Meeting. Those who are not Shareholders on the cut-off date should accordingly treat this Notice as for information purpose only.

The Company has engaged MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (RTA) as the agency for providing the platform for both remote e-voting and e-voting at the Meeting.
The Tribunal has appointed Mr. Darshan Hemant Pathak, an independent Practicing Company Secretary to be the Chairperson of the Meeting and Mr. Nimish Mehta, Independent Practicing Company Secretary, proprietor of N. M. & Co. having membership No. FCS 6270, to be the Scrutinizer for the Meeting.
The voting results shall be declared by the Chairperson of the Meeting within three working days from the conclusion of the Meeting and the same shall be displayed on the Notice Board of the Company at its Registered Office and posted on the website of the Company at www.hleglascoat.com and on the website of Company’s Registrar and Share Transfer Agent MUFG Intime India Pvt Ltd at https://instavote.linkintime.co.in.. The results shall also be forwarded to the National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’), where the Company’s shares are listed.
The Resolution for approval of the Scheme shall, if passed by a majority in number representing three-fourths in value of the Equity Shareholders of the Company casting their votes, as aforesaid, pursuant to Section 230(6) of the Act, shall be deemed to have been duly passed on the date of the Meeting i.e., Friday, April 18, 2025.
The Scheme, if approved at the Meeting, will be subject to subsequent sanction of the Tribunal and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.
A copy each of the Scheme and the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)

4 / 240

Rules, 2016 along with all the Annexures are enclosed herewith. A copy of this Notice and the Explanatory Statement together with the accompanying documents are also placed on the websites of the Company at www.hleglascoat.com, the website of Company’s Registrar and Share Transfer Agent MUFG Intime India Pvt Ltd at https://instavote.linkintime.co.in., NSE at www.nseindia.com and BSE at www.bseindia.com.

By Order of the Board of Directors For HLE Glascoat Limited

Date: March 15, 2025 Place: Anand

Sd/- Darshan Hemant Pathak Chairman appointed for the Meetings Independent Practicing Company Secretary

Registered Office:

Address: H-106, GIDC Estate, Vitthal Udyognagar, Anand-388121, Gujarat. Phone: (02692) 236842-45 Website: www.hleglascoat.com Email: [email protected]

NOTES:

(i) As per the said Order and MCA Circulars, Meeting of the Equity Shareholders of HGL will be held through VC/OAVM. The deemed venue for the Meeting shall be the Registered Office of the Company. In terms of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and MCA Circulars, the Company has provided e-voting facility through MUFG Intime India Pvt Ltd at https://instavote.linkintime.co.in. This facility is being provided to the Shareholders holding shares in physical or dematerialized form, as on April 11, 2025, (‘cut-off date’), to exercise their right to vote by electronic means on the business specified in the accompanying Notice. The detailed procedure for participation in the Meeting through VC/OAVM and remote e-voting/e-voting during the Meeting is provided separately in the notice.
(ii) Since this Meeting is being held through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), (a) Shareholders will not be able to appoint proxies for the Meeting, and (b) Proxy Form, Attendance Slip & Route Map are not annexed to this Notice.
(iii) Only Equity Shareholders of HGL may attend the Meeting (either in person or by authorised representative). It is further informed that in view of para 3(A)(x) of the MCA General Circular No. 14/2020 dated April 08, 2020, voting through proxy shall not be permitted. However, voting through authorised representative is permitted. The authorised representative may attend the Meeting provided that a certified copy of the Board Resolution/authorisation letter together with attested specimen signature of the duly authorised signatory who are authorised to vote is submitted to the Company at [email protected] before the commencement of the Meeting of the Equity Shareholders of the Company.

5 / 240

(iv) The quorum for the Meeting of the Equity Shareholders of HGL as directed by the NCLT shall be 30 (Thirty) in number as per Section 103(1)(a)(iii) of the Act. The Equity Shareholder or authorised representative of the body corporate attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
(v) Shareholders can join the Meeting of the Equity Shareholders of the Company through VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation during the Meeting through VC/OAVM will be made available for 1,000 Equity Shareholders on first come first served basis. Large shareholders (i.e. shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors, etc, will not be subject to the aforesaid restriction of first come first served basis.
(vi) The Explanatory Statement pursuant to Section 102 read with Sections 230 to 232 of the Companies Act, 2013 (‘Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the Rules made thereunder, the Scheme and the other enclosures as indicated in the Index are enclosed.
(vii) All documents referred to in the accompanying Notice and the Explanatory Statement along with the Statutory Registers maintained by the Company will be available for inspection by the Equity Shareholders in electronic mode upto the date of the Meeting and will also be available electronically for inspection during the Meeting. Equity Shareholders seeking to inspect such documents can send an email to [email protected].
(viii) As stated in the Notice, Shareholders shall have the facility and option of casting their votes on the Resolution for approval of the Scheme either by remote e-voting or by e-voting at the Meeting. The Company has engaged MUFG Intime India Pvt. Ltd. as the agency for providing the platform for both remote e-voting and e-voting at the Meeting.

Detailed instructions for attending the Meeting and also for e-voting are annexed.

(ix) In compliance with the NCLT Order, MCA Circulars and the SEBI Circular dated October 07, 2023, the Notice of the Meeting is being sent through electronic mode to those Equity Shareholders whose email addresses are registered with the Company’s RTA / DPs as on March 7, 2025. Those Equity Shareholders whose email addresses are not registered with the Company’s RTA/DPs, may download the Notice of the Meeting from the website of the company www.hleglascoat.com. .Equity Shareholders may note that the Notice will also be available on the Company’s website i.e. www.hleglascoat.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of MUFG Intime India Pvt. Ltd at https://instavote.linkintime.co.in. .

6 / 240

(x) Shareholders who would like to express their views or ask questions with respect to the agenda item of the Meeting will be required to register themselves as speaker by sending e-mail to the Company Secretary at [email protected] from their registered e-mail address, mentioning their names, DP ID & Client ID / folio number and mobile number. Only those Shareholders who have registered themselves as speaker by 05:00 p.m. (IST) on Friday, April 11, 2025 will be able to speak at the Meeting. The Chairperson of the Meeting reserves the right to restrict the number of questions and / or number of speakers, depending upon availability of time, for smooth conduct of the Meeting.

Further, Shareholders who would like to have their questions / queries responded to during the Meeting are requested to send such questions / queries in advance to the Company Secretary at [email protected] within the aforesaid time period.

(xi) The Notice convening the aforesaid Meeting will be published through advertisement in ‘Business standard’, National editions in the English language as well as ‘Jai Hind’ in Gujarati language, Ahmedabad Edition.
(xii) Mr. Nimish Mehta, Independent Practicing Company Secretary, has been appointed as the Scrutinizer to scrutinize the proceedings of the meeting in a fair and transparent manner.
(xiii) The Scrutinizer will submit her report to the Chairman or a person authorised by him, after the completion of scrutiny. The results declared along with the Scrutinizer’s Report shall be placed on the HGL’s website i.e. www.hleglascoat.com and shall also be communicated to the Stock Exchanges where the shares of the HGL are listed and shall be displayed at the Registered Office along with the Scrutinizer’s Report.
(xiv) Voting rights of the Equity Shareholders shall be in proportion to their shareholding in the Company as on April 11, 2025. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent approval of the Hon’ble National Company Law Tribunal, Ahmedabad Bench.
(xv) The SEBI Master Circular provides that the approval of ‘public shareholders’ of the Company to the Scheme shall be obtained by way of voting through e-voting. As 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 is necessary to be carried out by the Company for seeking the approval to the Scheme by its public shareholders in terms of SEBI Master Circular. This Notice (as set out above) 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. Thus, in accordance with the terms of the SEBI Master Circular the Company has provided the facility of voting by e-voting to its public shareholders.

7 / 240

(xvi) Shareholders are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in the order of names in the Register of Members of the Company or in the Register of Beneficial Owners maintained by National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) (hereinafter collectively referred to as ‘Depositories’) in respect of such joint holding, will be entitled to vote.

8 / 240

INSTRUCTIONS FOR ATTENDING THE MEETING THROUGH VC/OAVM AND FOR E- VOTING

INSTAMEET VC INSTRUCTIONS FOR SHAREHOLDERS

In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs on or before 30 September 2025 by means of Video Conference (VC) or other audio-visual means (OAVM).

Shareholders are advised to update their mobile number and email Id correctly in their demat

accounts to access InstaMeet facility.

Login method for shareholders to attend the General Meeting through InstaMeet:

a) Visit URL: https://instameet.in.mpms.mufg.com & click on “Login” .
b) Select the “Company” and ‘Event Date’ and register with your following details:
A. Demat Account No. or Folio No:
- Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID.
- Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
- Shareholders holding shares in physical form – shall provide Folio Number.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

  - (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. Mobile No: Enter your Mobile No.
D. Email ID: Enter your email Id as recorded with your DP/ Company.
c) Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

a) Shareholders who would like to speak during the meeting must register their request with the company.
b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.
c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.
d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.

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

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET
c) Click on 'Submit'.
d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

9 / 240

e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet 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 facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat

accounts to access e-Voting facility.

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”. b) Enter User ID and Password. Click on “Login”
c) 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.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
OR

10 / 240

Shareholders who have not registered for NSDL IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Proceed with updating the required fields.
c) Post successful registration, user will be provided with Login ID and password.
d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi Tab
c) Login with existing my easi username and password
d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

b) Proceed with updating the required fields.
c) Post registration, user will be provided username and password.
d) After successful login, user able to see e-voting menu.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

a) Visit URL: https://www.cdslindia.com
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

11 / 240

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through “e-voting” option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

 Set the password of your choice
(The password should contain minimum 8 characters, at least one special Character
(!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
 Enter Image Verification (CAPTCHA) Code
 Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

c) Click on “Login” under ‘SHARE HOLDER’ tab.
A. User ID: Enter your User ID
B. Password: Enter your Password
C. Enter Image Verification (CAPTCHA) Code
D. Click “Submit”

12 / 240

d) Cast your vote electronically:
A. After successful login, you will be able to see the “Notification for e-voting”.
B. Select ‘View’ icon.
C. E-voting page will appear.
D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
A. ‘Investor ID’ –
- i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.
B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.
C. ‘Investor PAN’ - Enter your 10-digit PAN.
D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.” for which you want to cast vote.

13 / 240

e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will be able to see the “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 [email protected] 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 [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on “Login” under ‘SHARE HOLDER’ tab.
Click “forgot password?”
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

14 / 240

In case shareholders have a valid email address, Password will be sent to his / her registered e- mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID. Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “forgot password?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e- mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

 It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
 For shareholders/ members holding shares in physical form, the details can be used only for
voting on the resolutions contained in this Notice.
 During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

15 / 240

EXPLANATORY STATEMENT PURSUANT TO SECTION 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETINGS OF EQUITY SHAREHOLDERS AND SECURED CREDITORS OF HLE GLASCOAT LIMITED.

PURSUANT TO ORDER DATED 6[th] March 2025 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

1. Pursuant to the Order dated 6[th] March 2025 passed by the Ahmedabad Bench of the Hon’ble National Company Law Tribunal (“ NCLT ” or “ Tribunal ”), separate meetings of the Equity Shareholders as well as the Secured Creditors of HLE Glascoat Limited are being convened and will be held, for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Kinam Enterprise Private Limited (the ‘Transferor Company’ or ‘KEPL’) with HLE Glascoat Limited (the ‘Transferee Company’ or ‘HGL’) and their respective shareholders and creditors (“Scheme”) under Sections 230 to 232 of the Companies Act, 2013 (“Act”) (including any statutory modification or re-enactment or amendment thereof) read with the rules issued there under. The Hon’ble NCLT has vide the above referred order, dispensed with the meetings of the Unsecured Creditors of HGL as well as the Shareholders and Unsecured Creditors of KEPL. The meeting of the Secured Creditors of KEPL is not required to be convened as there are no Secured Creditors of the said company.

2. The definitions contained in the scheme will apply to this Explanatory Statement also.

3. A copy of the Scheme setting out in detail the terms and conditions of the arrangement, inter alia , providing for the proposed Scheme of Amalgamation of KEPL with HGL (together referred to as the ‘Applicant Companies’) and their respective shareholders and creditors which has been approved by the Board of Directors of all the Applicant Companies at their respective meetings held on February 13, 2024 are attached to this explanatory statement and forms part of this statement as Annexure-‘1’ .

4 . As stated earlier, NCLT by its said Order has, inter alia, directed that the meeting of the Equity Shareholders of HGL shall be convened and held through Video Conferencing or other Audio Visual Means. Where the meeting of the Secured Creditors of HGL shall be convened and held on the same day in physical mode at the Registered Office of HLE Glascoat Limited at H-106, GIDC Estate, Vitthal Udyognagar, Anand-388121, Gujarat.

5. NCLT by its said Order has further directed to undertake vote in the meeting of Equity Shareholders of HGL through (i) remote e-voting system and e voting at the time of meeting and by ballot / polling paper at the meeting of the Secured Creditors.

The scrutinizer appointed for conducting remote e-voting and e-voting at the Meeting will however submit his separate report to the Chairman of the meetings or to the person so authorised by him after completion of the scrutiny of the remote e-voting and voting at the meetings cast by the concerned parties so as to announce the results of the remote e-voting and voting at the Meeting exercised by the concerned parties of the Applicant Company.

16 / 240

6. DETAILS OF THE APPLICANT TRANSFEROR COMPANY

(i) Kinam Enterprise Private Limited (“Transferor Company”) is a private limited company incorporated on 26[th] June 2023 under the provisions of the Companies Act, 2013. The corporate identity number is U43229GJ2023PTC142341. It is incorporated with an object to design, manufacture and deliver high quality heat exchangers. The Permanent Account Number of KEPL is AAKCK3319F Email id of the Applicant Company is [email protected].
(ii) The Registered Office of KEPL is situated at 746.3, Parikrama Apartment, A Luncikui, 62437, Navsari, 396445, in the State of Gujarat.
(iii) The share capital of KEPL as on March 31, 2024 is as under:

==> picture [368 x 83] intentionally omitted <==

----- Start of picture text -----

Particulars Amount in Rs.
Authorized Capital
70,00,000 Equity Shares of Rs.10/- each 7,00,00,000
Issued, Subscribed and Fully paid-up
66,81,360 Equity Shares of Rs.10/- each 6,68,13,600
Total 6,68,13,600
----- End of picture text -----

The equity shares of the Transferor Company are not listed on any of the Stock Exchanges. Subsequent to 31 March 2024 and up to the date of filing of this Scheme, there is no change in the stated capital of the Transferor Company.

(iv) MAIN OBJECTS OF KEPL

The objects as per the Memorandum of Association are as under:
To provide efficient and reliable heat exchanger solutions to customers across various industries. As a heat exchanger company, our primary objective is to design, manufacture, and deliver high-quality heat exchangers that meet the unique needs of our customers. We strive to offer innovative and sustainable solutions that provide optimal thermal performance, minimize downtime, and reduce operating costs.

(v) Objects Incidental or Ancillary to the attainment of main objects:

To amalgamate or merge with, or absorb or takeover any company or companies or anybody corporate, whether or not having similar objects with the Company, or to sell, exchange, lease, under lease, surrender, abandon, amalgamate, merge, acquire, demerge, slump-sale, sub-divide, mortgage or otherwise deal with, either absolutely, conditionally or for any limited interest, all or any part of the undertaking(s), property rights or privileges of the Company, as a going concern or otherwise, to / with any public body, corporation, company, society or association, or to any person or persons, whether or not having similar objects as of this Company, for such consideration as the Company may think fit, and to do all such incidental acts, deeds and things as may be necessary to give effect to the amalgamation, merger, absorption, acquisition, takeover, demerger, slumpsale or any other arrangement, as the case may be.

(vi) NATURE OF BUSINESS CARRIED ON BY KEPL

KEPL, the Applicant Transferor Company is a private limited Company. KEPL is incorporated in the year 2023 to carry on the business to design, manufacture and deliver high quality heat exchangers. It is yet to begin its commercial activities and is currently engaged in investment activity.

17 / 240

7. DETAILS OF APPLICANT TRANSFEREE COMPANY

(i) HLE Glascoat Limited, (hereinafter referred to as ‘HGL’ or ‘the Applicant Transferee Company) is a listed public limited company. It was originally incorporated on 26[th] August 1991 under the provisions of the Companies Act, 1956, with the Registrar of Companies, Gujarat under the name and style of Shri Glasteel Equipments Limited. The name of the company was changed to Swiss Glascoat Equipments Limited vide a fresh certificate dated 3[rd] March 1992. It was changed again to HLE Glascoat Limited vide a certificate dated 5[th] December 2019. The equity shares of the Company got listed on 27[th] April 1994 with the BSE Limited and on 9[th] February 2023 with the National Stock Exchange of India Limited. The corporate identity number is L26100GJ1991PLC016173. The Permanent Account Number of HGL is AACCS6297G Email id of the Applicant Company is [email protected].
(ii) The Registered Office of HGL is situated at H-106, GIDC Estate, Vitthal Udyognagar, Anand-388121, in the State of Gujarat.
(iii) The authorised, issued, subscribed and paid-up share capital of HGL as on 31[st] March 2024, is as under:-

==> picture [370 x 153] intentionally omitted <==

----- Start of picture text -----

Particulars Amount (in Rupees)
Authorised Capital
9,00,00,000 Equity Shares of Rs.2/- each 18,00,00,000
26,00,000 Preference Shares of Rs.10/- each 2,60,00,000
TOTAL 20,60,00,000
Issued, Subscribed and Fully paid-up
6,82,65,480 Equity Shares of Rs.2/- each 13,65,30,960
18,75,152 Preference Shares of Rs.2/- each paid-up 37,50,304
TOTAL 14,02,81,264
----- End of picture text -----

The equity shares of the Transferee Company are listed on the Stock Exchanges. Subsequent to 31 March 2024 and up to the approval of this Scheme by the Board of the Transferee Company, the Transferee Company has not issued and allotted shares.

However, on 28[th] June, 2024, the Company had redeemed fifth and final tranche of 20% of the 9.50% Non-Convertible Cumulative Redeemable Preference Shares of face value of Rs. 2/-, in accordance with the terms of the issue.

The authorised, issued, subscribed and paid-up share capital of HGL as on the date of filing of this Application, is as under:

==> picture [370 x 133] intentionally omitted <==

----- Start of picture text -----

Particulars Amount (in Rupees)
Authorised Capital
9,00,00,000 Equity Shares of Rs.2/- each 18,00,00,000
26,00,000 Preference Shares of Rs.10/- each 2,60,00,000
TOTAL 20,60,00,000
Issued, Subscribed and Fully paid-up
6,82,65,480 Equity Shares of Rs.2/- each 13,65,30,960
TOTAL 13,65,30,960
----- End of picture text -----

18 / 240

(iv) The main objects as per Memorandum of Association are as under:
To carry on the business as manufacturers, manufacturer's representatives, producers, fabricators, repairers, insulators, traders, stockists, suppliers, exporters, importers, factors, agents and distributors of all classes, kinds, types, nature and description of glass-lined, exotic metals, equipment, tanks, trays, pipes and accessories, laboratory glass, equipment, plain sections, spacers, bands, Y pieces, T pieces, joint, glass, component, valves, glass tubes, reactors, reboilers, receivers, separators, measuring and feed vessels, glass made strirrers, agitators, glass machines and plants and machinery and domestic wares made of glass and components, spares and parts thereof for chemical, pharmaceutical, fertilizer and any other industries or for any commercial and domestic purpose/uses.
To carry on the business as manufacturers, processors, importers, exporters, dealers, sellers, buyers, consignors, consignees, agents, stockists, suppliers of all classes, kinds, types and nature of chemicals, dyes, pigments and auxiliaries, intermediates including but without limiting the generality of the foregoing, heavy chemicals, fine chemicals, organic and inorganic chemicals, pharmaceutical, agrochemicals, drug and medicinal chemicals, gum, allied chemicals and boiling agents for textiles, paints, cosmetics, pharmaceuticals, paper, processing, leather, metals, food pigments and other industries made from whatever substances including minerals.
To manufacture, produce, install, commission, operate, prepare, pay, import, buy, sell, supply, distribute or otherwise deal in all energy production and conversion activities in all its forms inclusive of but not restricted to various renewable sources like solar energy, wind energy, all forms of biomass, geothermal energy, hydel energy, tidal and wave energy as also effective and efficient utilization of conventional energy forms like coal, oil, gas, electricity and all equipment that may be associated with such energy related activities.
(v) Objects Incidental or Ancillary to the attainment of main objects:
To amalgamate, enter into partnership or into any arrangements for sharing profits or losses, union of interest, co-operation, joint ventures or reciprocal concessions with any person or company carrying on or engaged in or about to carry on or engage in or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company and to give or accept by way of consideration for any of the acts or things aforesaid or properties acquired, any shares, debentures, debenture-stock or securities that may be agreed upon and to hold and retain or sell, mortgage and deal with any shares, To negotiate, enter into agreements and contracts or collaborate with foreign companies, firms and individuals for getting or supplying and procuring financial or technical assistance, know-how in the marketing, importing and exporting of any of the products.

(vi) NATURE OF BUSINESS CARRIED ON BY HGL

HGL, the Applicant Transferee Company, is a listed public limited company. The shares are listed on BSE Limited and the National Stock Exchange of India Limited. The company is primarily engaged in the business of design, manufacture, development, dealing, selling and market of standard as well as customized glass lined equipment, reactors, receivers/ storage tanks, dryers, filters, heat exchangers, condensers, columns, agitators, valves, pipes and fittings and spares thereof. During the financial year ended on 31[st ] March, 2024, on

19 / 240

standalone basis, HGL had total income of approx. Rs. 605.85 crores (Rupees Six Hundred and Five Crores and Eighty Five Lakhs Only) and the profit after tax for the year was approx Rs. 26.64 crores (Rupees Twenty Six Crores and Sixty Four Lakhs Only). It had the Reserves of Rs. 334.07 crores (Rupees Three Hundred Thirty Four Crore Seven Lakhs Only). The Consolidated Results indicate total income of Rs. 976.74 crores (Rupees Nine Hundred Seventy Six Crores and Seventy Four Lakhs Only) for the year ended 31 March 2024, profit after tax for the year of Rs. 40.89 crores (Rupees Forty Crores and Eighty Nine Lakhs Only). The built up Reserves amount to Rs. 403.15 crores (Rupees Four Hundred Three Crore Fifteen Lakhs Only).

8. Rationale of the Scheme:

The proposed Scheme is likely to result in the following benefits:

consolidation as a single entity shall provide several benefits like reducing the number of legal entities, reducing the multiplicity of legal and regulatory compliances and reduction of costs, which would be beneficial for all stakeholders;
simplification of the shareholding structure and reduction in the shareholding tiers; 3. synergies that exist between the Transferor Company and the Transferee Company will ensure better cash flows and better business efficiency, avoid duplication of work and efforts and reduce managerial overlaps towards their common advantage; and
enhance shareholder value accruing from consolidation of business, thus contributing to the overall growth prospects of the Transferee Company.

The amalgamation is in the interest of the Transferor Company and the Transferee Company and their respective shareholders, creditors and all other stakeholders and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

9. Salient features of the Scheme:

Definitions:

“ Appointed Date ” means 7 August 2023 or such other date as may be agreed between Board of Directors of the Parties;
“Effective Date ” means the date on which last of the conditions specified in Clause 21.1 (Conditions Precedent) of this Scheme are complied with. Reference in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “effect of this Scheme” or “upon the Scheme becoming effective” shall mean the Effective Date;
“ Encumbrance ” means (a) any charge, lien (statutory or other), or mortgage, pledge, any easement, encroachment, right of way, right of first refusal or other encumbrance or security interest securing any obligation of any Person; (b) preemption right, option, right to acquire, right to set off or other third party right or claim of any kind, including any restriction on use, voting, transfer, receipt of income or exercise; (c) any hypothecation, title retention, restriction, power of sale or other preferential arrangement; or (d) any agreement to create any of the above; and the term “Encumber” shall be construed accordingly;
“Scheme” means this scheme of amalgamation in its present form, or with or without modification(s), as may be approved or imposed or directed by the Tribunal;
“
- Transferee Company ” means HLE Glascoat Limited bearing CIN L26100GJ1991PLC016173 and having its registered office at H-106, GIDC Estate, Vitthal Udyognagar, Anand-388 121, Gujarat;
“ Transferor Company ” shall mean Kinam Enterprise Private Limited bearing CIN U43229GJ2023PTC142341 and having its registered office at 746.3 Parikrama Apartment A, Luncikui 62437, Navsari 396445, Gujarat;

20 / 240

4. TRANSFER AND VESTING OF THE BUSINESS OF THE TRANSFEROR

4.1 Upon the Scheme becoming effective and with effect from the Appointed Date, the Transferor Company shall stand amalgamated with and be vested in the Transferee Company, pursuant to Sections 230 to 232 read with other relevant provisions of the Act and Section 2(1B) of the Income Tax Act, such that all the properties, assets, rights, contracts, Permits, claims, title, interest, benefits, authorities, investments, liabilities, duties and obligations comprised in the Transferor Company immediately before the amalgamation shall automatically, and without any further act, instrument, deed, matter or thing, shall stand transferred to and vested in and/ or deemed to be transferred to and vested in the Transferee Company, on a 'going concern' basis for the consideration as set out hereinafter by virtue of operation of law and in the manner provided in this Scheme.
4.2 Without prejudice to the generality of Clause 4.1 above, the assets of the Transferor Company shall stand transferred to and vested in the Transferee Company in the following manner:
4.2.1 Such assets of the Transferor Company movable in nature, if any, investment(s) in subsidiary company, share in partnership firm/ LLP, business licenses, Permits, trademarks, patents, domain, registrations, authorization, and/ or otherwise capable of transfer by manual or constructive delivery and/ or endorsement and delivery, the same may, upon coming into effect of this Scheme, be so transferred to the Transferee Company without requiring any deed or instrument of conveyance and shall upon such transfer, become the property and an integral part of the Transferee Company. Provided that for the purpose of giving effect to the vesting order passed under Sections 230 to 232 of the Act in respect of this Scheme, upon the Scheme becoming effective, the Transferee Company shall be entitled to effect the change in the title and the appurtenant legal right(s) upon the vesting of such properties (including immovable properties) of the Transferor Company in accordance with the provisions of Sections 230 to 232 of the Act, at the office of the respective Registrar of Assurances or any other concerned authority, where any such property is situated, without any other order to this effect. Further, in respect of the assets of the Transferor Company as are movable in nature or are otherwise capable of transfer by delivery of possession or by endorsement and delivery, the same shall be so transferred upon the Effective Date and shall become an asset of the Transferee Company with effect from the Appointed Date without requiring any deed or instrument of conveyance for transfer of the same.
4.2.2 In respect of assets other than those dealt with in Clause 4.2.1 above, including but not limited to sundry debtors, receivables, bills, credits, loans, advances and deposits, if any, whether recoverable in cash or in kind or for value to be received, bank balances and deposits, etc. the same shall stand transferred to and vested in the Transferee Company without any notice or other intimation to any Person in pursuance of the provisions of the Sections 230 to 232 read with other relevant provisions of the Act to the end and intent that the right of the Transferor Company to recover or realize the same stands transferred to the Transferee Company. The Transferee Company shall, 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 and vested in the Transferee Company and that appropriate modification should be made in their respective books/ records to reflect the aforesaid changes.
4.2.3 Without prejudice to the above, the Transferee Company may, if so required under any Applicable Law or otherwise, at any time after the Scheme becoming effective, in accordance with the provisions hereof, execute or enter into any arrangements, conveyance, confirmations, deeds, documents, letters or any other instruments

21 / 240

relating to any asset of the Transferor Company with any party to any contracts or agreements to which the Transferor Company is a party.

4.2.4 With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licenses, permissions, Permits, approvals, consents, certificates, authorities (including for the operation of bank accounts), insurance policies, powers of attorney given by, issued to, or executed in favour of the Transferor Company and the rights and benefits under the same, all quality certifications and approvals, trademarks, brands, patents, patent applications, domain names, copyrights, industrial designs, trade secrets, know-how and other intellectual property and all other interests relating to the goods or services being dealt with by the Transferor Company, shall stand vested in or transferred to the Transferee Company without any further act or deed and shall be appropriately mutated by the statutory authorities concerned therewith in favour of the Transferee Company and the benefit of all statutory and regulatory permissions, environmental approvals and consents, registration or other licenses, and consents shall vest in and become available to the Transferee Company as if they were originally obtained by the Transferee Company.
4.2.5 The Transferor Company may be entitled to various incentive schemes and benefits. Pursuant to this Scheme, it is declared that the benefits under all such schemes and policies pertaining to the Transferor Company shall be automatically transferred to and vested into the Transferee Company and all benefits, entitlements and incentives of any nature whatsoever including benefits under the Income Tax Act (including Minimum Alternate Tax), Customs Act, 1962, Central Excise Act, 1944, Central Sales Tax Act, 1956, any other State Sales Tax, Value Added Tax, or Service Tax or Corporation Tax or Goods and Service Tax, other Applicable Laws, regulations dealing with taxes, duties, levies, cess, exemptions, concessions, remissions, subsidies and other incentives in relation to the Transferor Company, to the extent statutorily available, shall be claimed by the Transferee Company.
4.2.6 The transfer and vesting of the assets and liabilities of the Transferor Company as aforesaid shall be subject to the existing securities, charges, Encumbrances, mortgages, if any, in respect of any assets of the Transferor Company. Provided always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility availed of by the Parties shall not be obliged to create any further or additional security thereof after the Effective Date or otherwise. Provided also that the Scheme shall not operate to enlarge the securities for any loan, deposits or facility availed by the Transferee Company and that the Transferee Company shall not be obliged to create any further or additional security in lieu thereof, on any assets of the Transferor Company vested in the Transferee Company in accordance with the foregoing paragraphs of the Scheme, after the Effective Date or otherwise.
4.2.7 In relation to the assets, if any, belonging to the Transferor Company, which require separate documents of transfer, the Parties will execute the necessary documents, as and when required.
4.3 Without prejudice to the generality of Clause 4.1 above, the liabilities of the Transferor Company shall stand transferred to and vested in the Transferee Company in the following manner:
4.3.1 With effect from the Appointed Date and upon the Scheme becoming effective, all debts, liabilities (including contingent liabilities), duties and obligations of every kind, nature and description, of the Transferor Company shall be transferred or be deemed to have been transferred to Transferee Company, to the extent they are outstanding on the Effective Date, without any further act, deed, matter or thing and the same shall be assumed by Transferee Company so as to become, on and from the Appointed Date, the liabilities and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company.

22 / 240

The Transferee Company shall undertake to meet, discharge and satisfy the same and further, 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 and obligations have arisen in order to give effect to the provisions of this Clause.

4.3.2 All loans, advances and other obligations (including any guarantee, letter of credit, letter of comfort or any other instrument or arrangements which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between Transferor Company and Transferee Company, shall stand discharged with effect from Appointed Date and there shall be no liability in that behalf on either party.
4.3.3 Upon the Scheme becoming effective, any tax liabilities under the Income Tax Act, Customs Act, 1962, Central Excise Act, 1944, Central Sales Tax Act, 1956, any other State Sales Tax, Value Added Tax, or Service Tax or Corporation Tax or Goods and Service Tax, other Applicable Laws, regulations dealing with taxes, duties, levies, cess to the extent not provided for or covered by tax provision in the Transferor Company’s accounts made as on the date immediately preceding the Appointed Date shall be transferred to the Transferee Company. Any surplus in the provisions for taxation, duties or levies account including advance tax, tax deducted or collected at source and credit for Minimum Alternate Tax and such other tax, as on the date immediately preceding the Appointed Date will also be transferred to the account of and belong to the Transferee Company.
4.3.4 For the period between the Appointed Date and the Effective Date all debts, liabilities, duties and obligations of the Transferor Company, shall be deemed to be for and on account of the Transferee Company.
4.4 Without prejudice to the generality of Clause 4.1 above, the contracts, deeds, etc. relating to the Transferor Company shall stand transferred to and vested in the Transferee Company in the following manner:
4.4.1 With effect from the Appointed Date and upon the Scheme becoming effective, all contracts, deeds, bonds, agreements, schemes, arrangements, insurance policies, indemnities, guarantees and other instruments of whatsoever nature in relation to Transferor Company, or to the benefit of which Transferor Company may be eligible, and which are subsisting or having effect on or immediately before the Effective Date, shall be in full force and effect, on or against or in favour of the Transferee Company and may be forced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.
4.4.2 The Transferee Company may, at any time after the effectiveness of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, enter into, or issue or execute deeds, writings, confirmations, novations, declarations, or other documents with, or in favour of any Person to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorised to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances required for the purposes referred to above on the part of the Transferor Company.
4.4.3 Until the Effective Date, the Transferor Company shall carry on the business activities in the ordinary course and shall not execute any material contract or undertake or assume any liability, obligation or undertaking without the prior written consent of the Transferee Company.
4.5 Upon the Scheme coming into effect, all trade and service names and marks, patents, copyrights, designs, goodwill, business and project credentials which includes the positive reputation that the Transferor Company was enjoying to retain its clients, statutory licenses, infrastructural advantages, overall increase in

23 / 240

market share, customer base, skilled employees, business claims, business information, business contracts, trade style and name, marketing and distribution channels, marketing or other commercial rights, customer relationship, trade secrets, information on consumption pattern or habits of the consumers in the territory, technical know-how, client records, KYC (know your customer) records/ POAs (power of attorney), authorisations, client details and other intellectual property rights of any nature whatsoever, books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), drawings, computer programs, computer accessories, manuals, data, catalogues, quotations., sales and advertising material, lists of present and former customers and suppliers, other customer information, customer credit information, customer pricing information and all other records and documents, whether in physical or electronic form relating to business activities and operations of the Transferor Company, if any, shall be transferred to the Transferee Company from the Appointed Date, without any further act, instrument or deed.

4.6 Without prejudice to the provisions of the foregoing sub-clauses of Clause 4 the Transferor Company and the Transferee Company may execute any and all instruments or documents and do all acts, deeds and things as may be required, including filing of necessary particulars and/ or modification(s) of charge, necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme. Any procedural requirements required to be fulfilled solely by the Transferor Company shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company. The Transferee Company shall take such actions as may be necessary and permissible to get the assets, Permits and contracts of the Transferor Company transferred and/ or registered in its name.

5. LEGAL PROCEEDINGS

5.1 All legal proceedings of whatever nature by or against the Transferor Company pending on the Effective Date, shall not be abated, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the undertakings, business, assets, properties and liabilities of the Transferor Company or of anything contained in this Scheme but the 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 Company as if the Scheme had not been made.
5.2 On and from the Effective Date, all suits, cause of action, appeal, tax proceedings, investigations, arbitrations, any enquiry or other judicial, quasi-judicial, arbitral or other administrative proceedings of whatsoever nature by or against the Transferor Company in relation to the provision or conduct of the business and pending or arising subsequent to the Appointed Date, shall 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 or enforced by or against the Transferee Company as if the Scheme had not been made.
5.3 On and from the Effective Date, the Transferee Company may initiate any legal proceeding for and on behalf of the Transferor Company. All orders/ judgments/ awards of any Appropriate Authority in favour of the Transferor Company or to the benefit of which Transferor Company may be eligible, shall remain in full force and effect in favour of Transferee Company without any further act, instrument, deed or thing and may be enforced as fully and effectually as if, instead of Transferor Company, the Transferee Company had been a party or beneficiary thereto.

24 / 240

8. CONSIDERATION

8.1 Upon the Scheme becoming effective and upon the amalgamation of the Transferor Company with the Transferee Company in terms of this Scheme:
8.1.1 the investment in equity shares of the Transferor Company held by the Transferee Company shall stand cancelled in the books of the Transferee Company; and
8.1.2 the Transferee Company shall, without any further act, deed, issue and allot on a proportionate basis to each shareholder of the Transferor Company (except Transferee Company itself), whose name is recorded in the register of members on the Effective Date, in accordance with the terms of the Scheme and without any further application, act, deed, payment, consent, instrument or deed issue 100 (One Hundred) fully paid up equity shares of Rs.2/- each of the Transferee Company (“ Transferee Company New Equity Shares "), credited as fully paid up for every 559 (Five Hundred Fifty Nine) fully paid equity shares of Rs.10/- each held by such shareholder or his/ her/ its heirs, executors, administrators or successors in the Transferor Company (“ Share Entitlement Ratio ”).
8.2 In the event the aforesaid allotment of Transferee Company New Equity Shares in accordance with Clause 8.1.2 results in fractional entitlements, the Board of Directors of the Transferee Company shall consolidate all such fractional entitlements and round-up the aggregate of such fractions to the next whole number, and thereupon issue and allot whole Transferee Company New Equity Shares in lieu thereof to a trustee (nominated by the Board of Directors of the Transferee Company in this behalf) in dematerialized form, who shall hold such shares, with all additions or accretions thereto, in trust for the benefit of the respective shareholders to whom they belong for the specific purpose of selling such shares in the market at such price or prices and at any time within a period of 90 days from the date of allotment of the Transferee Company New Equity Shares as the trustee may, in its sole discretion, decide and distribute the net sale proceeds (after deduction of the expenses incurred and applicable income tax) to the respective shareholders in the same proportion of their fractional entitlements. It is clarified that any such distribution shall take place only on the sale of all the fractional shares of the Transferee Company pertaining to the fractional

entitlements.

8.3 The register of members maintained by the Transferee Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and registrar and transfer agent in terms of Applicable Laws shall (as deemed necessary by the Board of Directors of the Transferee Company) be updated to reflect the issue of Transferee Company New Equity Shares in terms of this Scheme. The shareholders of the Transferor Company who hold equity shares in physical form, should provide the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required, to the Transferee Company, prior to the Effective Date to enable it to issue the Transferee Company New Equity Shares.
However, if no such details have been provided to the Transferee Company by the equity shareholders holding equity shares in physical share certificates on or before the Effective Date, the Transferee Company shall deal with the relevant equity shares in such manner as may be permissible under the Applicable Law, including by way of issuing the corresponding equity shares in dematerialised form to a trustee nominated by the Board of Directors of the Transferee Company who shall hold these equity shares in trust for the benefit of such shareholder. The equity shares of the Transferee Company held by such trustee for the benefit of the shareholder shall be transferred to the respective shareholder once such shareholder provides details of his/her/its demat account to the trustee, along with such other documents as may be required by the trustee. The respective

25 / 240

shareholders shall have all the rights of the shareholders of the Transferee Company, including the right to receive dividend, voting rights and other corporate benefits, pending the transfer of equity shares from the trustee. All costs and expenses incurred in this respect shall be borne by Transferee Company.

8.4 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholders of the Transferor Company, the Board of Directors of the Transferor Company shall be empowered prior to or even subsequent to the Effective Date, to effectuate such transfers in the Transferor Company as if such changes in registered holders were operative as on the Effective Date, in order to remove any difficulties arising to the transferors of the shares in relation to the Transferee Company New Equity Shares issued by the Transferee Company after the Scheme is effected. The Board of Directors of the Transferee 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 the Transferee Company on account of difficulties faced in the transition period.
8.5 In the event, any or all of the Parties restructure their share capital by way of share split / consolidation/ issue of bonus shares or any other corporate action during the pendency of the Scheme, the share exchange ratio stated in Clause 8.1.2 above shall be adjusted accordingly, without the requirement of any further approval from Appropriate Authority to consider the effect of any such corporate actions undertaken by such Party.
8.6 The Transferee Company New Equity Shares issued and allotted by the Transferee Company in terms of this Scheme shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company and shall rank pari-passu inter-se in all respects including dividends declared, voting and other rights. The issue and allotment of the Transferee Company New Equity Shares in terms of this Scheme shall be deemed to have been carried out as if the procedure laid down under Section 42, 55 and 62(1)(c) of the Act and any other applicable provisions of the Act have been complied with.
8.7 The Transferee Company New Equity Shares issued by the Transferee Company will be listed and/or admitted to trading on the Stock Exchanges where the shares of the Transferee Company are listed and/or admitted to trading. The Transferee Company shall apply for listing of the Transferee Company New Equity Shares on the Stock Exchanges in terms of and in compliance of SEBI LODR Regulations, SEBI Circular and other relevant provisions as may be applicable. The new equity shares allotted by the Transferee Company, pursuant to the Scheme, shall remain frozen in the depository system till listing/ trading permission is given by the designated Stock Exchange.
8.8 The Transferee Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.
8.9 It is clarified that the approval of the shareholders of the Transferee Company to this Scheme shall be deemed to be their consent/ approval also to the consequential alteration of its memorandum of association and articles of association or any other action contemplated as part of the Scheme pursuant to this Scheme and the Transferee Company shall not be required to seek separate consent / approval of its shareholders for such alteration or action, as required under Sections 13, 14, 42, 61, 64 and other applicable provisions of the Act.
8.10 The Transferee Company shall, if and to the extent required, apply for and obtain the required statutory approvals of the Appropriate Authority for the issue and allotment of the Transferee Company New Equity Shares.

26 / 240

9. COMBINATION OF AUTHORISED SHARE CAPITAL

9.1 Consequent to the amalgamation and as an integral part of the Scheme, upon the Scheme becoming effective, the Authorized Share Capital of the Transferor Company of Rs 7,00,00,000 (Rupees Seven Crore Only) will be reclassified, altered and combined with the authorised share capital of the Transferee Company and shall stand increased without any further act, instrument or deed and without payment of any fees to Registrar of Companies, stamp duty, etc. pursuant to the provisions of the Act.
9.2 Upon the Scheme becoming effective and as an integral part of the Scheme, the Authorized Share Capital of the Transferee Company shall automatically stand increased by Rs 7,00,00,000 (Rupees Seven Crore Only), which shall stand transferred from the authorized share capital of the Transferor Company to the Transferee Company without any further act, instrument or deed and without payment of any fees, stamp duty, etc.
9.3 Consequentially, Clause V of the memorandum of association of the Transferee Company shall without any act, instrument or deed be and stand altered, modified and amended, to reflect the increased combined authorised share capital as per Clause 9.1 above, pursuant to Sections 13, 14, 61, 64, and other applicable provisions of the Act.
9.4 Upon the Scheme becoming effective, the Transferee Company shall not be required to file any forms or pay any fees, stamp duty etc., with the Registrar of Companies for alteration of its Authorized Share Capital and alteration in the Memorandum and Articles of Association, as may be required.
9.5 It is clarified that the approval of the shareholders to the Scheme shall be deemed to be consent/ approval of the shareholders of the Transferee Company also to the alteration of the memorandum and articles of association of the Transferee Company as may be required under the Act.

14. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

14.1 Upon the Scheme becoming effective the Transferee Company shall account for the amalgamation of the Transferor Company in the books of accounts in accordance with “Pooling of Interest Method” of accounting as stated in IND-AS 103 (Business Combinations of entities under common control with effect from the Appointed Date as under:
14.1.1 The Transferee Company shall record all the assets, liabilities and reserves of the Transferor Company vested in it pursuant to this Scheme at the close of business immediately preceding the Appointed Date at their carrying amounts as appearing in the books of account of the Transferor Company, on the Appointed Date;
14.1.2 The Transferee Company shall credit to its share capital account, the aggregate face value of the equity shares issued by the Transferee Company pursuant to Clause 8.1.2 above;
14.1.3 The investment made in the Share Capital of the Transferor Company by the Transferee Company shall stand cancelled and there shall be no further obligation in this behalf;
14.1.4 Upon the Scheme becoming effective, the surplus/ deficit, if any of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of Clause 4.1 over the sum of the face value of the equity shares issued upon amalgamation issued and allotted pursuant to Clause 8.1.2 and the value of investments cancelled pursuant to Clause 8.1.1, shall be adjusted in “Capital Reserve Account” in the financial statement of the Transferee Company;

27 / 240

14.1.5 Inter-Company transactions and balances including loans, advances, receivables, payables and other dues inter-se between the Transferor Company and the Transferee Company, if any, will stand cancelled and there shall be no further obligation/ outstanding in that behalf;
14.1.6 In case of difference in accounting polices between the Transferor Company and the Transferee Company, the impact of the same till Appointed Date of amalgamation will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial Statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies; and
14.1.7 Notwithstanding the above, the Board of Directors of the Transferee Company, in consultation with its statutory auditors, is authorized to account any of the balances in any other manner in accordance with the applicable accounting standards, if such accounting treatment is considered more appropriate.

15. TAX TREATMENT

15.1 The amalgamation of the Transferor Company into the Transferee Company shall be as a going concern, in accordance with Section 2(1B) and other applicable provisions of the Income Tax Act. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the Income Tax Act, at a later date for any reason whatsoever, the provisions of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent deemed necessary to comply with Section 2(1B) and other applicable provisions of the Income Tax Act. Such modifications, however, shall not affect the other parts of the Scheme.
15.2 All the benefit of the tax credits whether central, state or local, availed by the Transferor Company including Minimum Alternate Tax, tax deduction at source on income of the Transferor Company, obligation for tax deduction at source on any payments made by or to be made by the Transferor Company, and the obligations if any for payment of the tax on any assets of the Transferor Company or their erection and/ or installation, etc. shall be deemed to have been availed by the Transferor Company or as the case may be deemed to be the obligations of the Transferee Company. Consequently, and as the Scheme does not contemplate removal of any asset by the Transferor Company from the premises in which it is installed, no reversal of any tax credit needs to be made.
15.3 With effect from the Appointed Date and upon the Scheme becoming effective, all taxes, duties, cess payable/ receivable by the Transferor Company including all or any refunds/ credits/ claims relating thereto shall be treated as the asset/ liability or refunds/ credits/ claims, as the case may be, of the Transferee Company.
15.4 The Transferee Company is expressly permitted to revise its tax returns including tax deducted at source (TDS) certificates/ returns and to claim refunds, advance tax credits, goods and service tax credits, set offs, rebates, credits, etc., on the basis of the accounts of the Transferor Company as vested with the Transferee Company upon coming into effect of this Scheme, and its right to make such revisions in the related tax returns and related certificates, as applicable, and the right to claim refunds, adjustments, credits, set-offs, advance tax credits pursuant to the sanction of this Scheme and the Scheme becoming effective is expressly reserved.

18. DISSOLUTION OF TRANSFEROR COMPANY

On this Scheme becoming effective, the Transferor Company shall stand dissolved without winding up and the Board of Directors and any committees thereof of the Transferor Company shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Company shall be struck off from the records of the concerned Registrar of Companies.”

28 / 240

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME OF AMALGAMATION, THE EQUITY SHAREHOLDERS OF THE APPLICANT TRANSFEREE COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF AMALGAMATION TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

10. The valuation report was provided by M/s. RBSA Valuation Advisors LLP, the Registered Valuers (Registration number: IBBI/RV/06/2019/ 12263) recommending the Share Entitlement Ratio. The said report dated 13[th] February, 2024 is annexed herewith as Annexure-‘2’. The Fairness Opinion was obtained from M/s Navigant Corporate Advisors Limited, Category-1 Merchant Banker confirming the recommended Entitlement Ratio to be fair. Copy of the same is annexed herewith as Annexure-‘2’.

11. The proposed Scheme was placed before the Meetings of the Committee of Independent Directors and the Audit Committee of HGL, the Applicant Transferee Company held on February 13, 2024 for consideration and on receipt of the recommendation of the Committee of Independent Directors and Audit Committee; the same was placed before the Board of Directors of HGL as well as KEPL on February 13, 2024. A copy of the relevant extracts of the resolutions passed by the Committee of Independent Directors and Audit Committee are annexed and marked as Annexure‘17’. The Board of Directors of both the Applicant Companies passed a resolution by which it was resolved that the Scheme of Amalgamation placed before the respective Board be submitted to National Company Law Tribunal. Certified True Copies of the said Board Resolutions are hereto annexed and marked collectively as Annexure-‘4’.

12. Directors, Promoters and Key Managerial Personnel:

a) The Directors of both the Applicant Companies may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in the companies, or to the extent the said Directors are common Directors in the companies, or to the extent the said Directors are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold shares in any of the Companies. The details of the shareholding of Directors are annexed herewith as Annexure-‘8’ .
b) None of the KMPs other than Directors and their relatives, of any of Applicant Companies hold any shares in any of the Applicant Companies.
c) Save as aforesaid, none of the Directors and KMPs of the Applicant Companies and their relatives have any material concern or interest, financial and / or otherwise in the Scheme.

13. The pre and post Scheme shareholding pattern of the Transferee Company is annexed herewith as Annexure-‘9’ .

The Capital Clause V of MOA of HGL shall be modified upon consolidation of Authorised Capital of the Transferor Company and in Post Scheme scenario it will be as follows:

“The Authorised Share Capital of the Company is Rs. 27,60,00,000 (Rupees Twenty Seven crores sixty lakhs only) divided into 12,50,00,000 Equity Shares of Rs.2/- each and 26,00,000 Preference Shares of Rs.10/- each .”

14. The copy of the proposed Scheme is being filed by the Companies before the concerned Registrar of Companies.

29 / 240

15. The audited Accounting Statements of HGL, the Applicant Transferee Company as on March 31, 2024, unaudited financial results of the said Company for the period ended on December 31, 2024 are collectively enclosed as Annexure-‘11’ to this Notice.

16. The audited Accounting Statements of the Applicant Transferor Company as on March 31, 2024, unaudited financial results of the said Company for the period ended on December 31, 2024 are collectively enclosed as Annexure-‘12’ to this Notice.

17. Details of capital or debt restructuring, if any – Nil

18. Amounts due to secured creditors (as on December 31, 2024) HGLRs. 304.29 crores KEPL- Nil.

19. Amounts due to unsecured creditors (as on December 31, 2024) HGL - Rs. 114.64 crores KEPL - Rs.1.35 Lakhs

20. Disclosure about effect of the compromise or arrangement on:

==> picture [390 x 350] intentionally omitted <==

----- Start of picture text -----

Sr.
Particulars HLE Glascoat Limited Kinam Enterprises Private
No. Limited
Key Managerial
Personnel
A (KMP) No effect No effect
(other than
Directors)
The Board of KEPL will be
B Directors No effect
discharged
They will be diluted to Promoters who are also the
C Promoters the extent of new shareholder shall be allotted
shares allotted shares of the Transferee Company
They will be diluted to
Non-promoter Shares of Non- promoter
D the extent of new
shareholder will be cancelled
members shares allotted
E Depositors No effect No effect
F Creditors No effect No effect
G Debenture NA NA
holders
Deposit trustee
and
H NA NA
debenture
trustee
Employees of the Transferor
Employees of
I the No effect Company shall employees of the
Transferee Company on the same
company terms and conditions
----- End of picture text -----

21. There are no investigation or proceedings pending against any of the companies.

30 / 240

22. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of amalgamation.

Approvals to the Scheme received from the concerned Stock Exchanges in form of observation letters for HGL, the Applicant Transferee Company.

Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government through Regional Director, Registrar of Companies and Income Tax Authorities in respect of both the Companies.

Notice under Section 230(5) of Companies Act, 2013 is being given to the Official Liquidator in respect of the Transferor Company.

Notice under Section 230(5) of Companies Act, 2013 is being given to the Reserve Bank of India, SEBI, BSE Limited and National Stock Exchange of India Limited for the Applicant Transferee Company.

23. Information pertaining to the Applicant Transferor Company 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 (Annexure-‘13’).

24. In compliance with the specific requirements indicated in the Observation Letters of the concerned Stock Exchanges, details of on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against the Applicant Transferee Company are - These cases are Nil.

25. General:

i. The rights and interests of the Equity Shareholders, Secured or Unsecured Creditors of the Applicant Companies will not be prejudicially affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner.
ii. There are no winding up proceedings or any proceedings under the Insolvency and Bankruptcy Act, pending against any of the Applicant Companies as of date.
iii. The following additional documents will be open for inspection to the Shareholders and Secured Creditors of all Applicant Companies at the Registered Office of HGL as well as KEPL, between 11:00 am to 1:00 p.m. on all working days upto one day prior to the date of meeting:
1. Audited financial results of both the Applicant Companies as on March 31, 2024.
2. Unaudited financial results of both the Applicant Companies as on December 31, 2024.
3. Papers and proceedings in Company Application No. 13 of 2025 including certified copy of the Order of the Ahmedabad Bench of the National Company Law Tribunal in the said Company Application.
4. Copy of Scheme of Amalgamation;
5. Memorandum of Association and Articles of Association of both the Applicant Companies.
6. Valuation Reports, Exchange Ratio Certificates and Fairness Opinion.
7. Copies of the Statutory Auditors’ certificates, dated February 23, 2024 for Transferee Company and dated November 30, 2024 for Transferor Company, certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.
8. Copies of the resolutions passed by the Board of Directors of both the Applicant Companies, approving the Scheme.

31 / 240

iv. A copy of the Scheme, Explanatory Statement may be obtained free of charge on any working day (except Saturday and Sunday) between 11:00 am to 1:00 pm from the Registered Office of the Applicant Companies or / and at the office of Advocates Mrs. Swati Saurabh Soparkar, situated at 301, Shivalik 10, Opp. SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad-380015, in the state of Gujarat.
v. This statement may be treated as an Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013.

By Order of the Board of Directors For HLE Glascoat Limited

Date: March 15, 2025 Place: Anand

Sd/Darshan Hemant Pathak Chairman appointed for the Meetings Independent Practicing Company Secretary

Registered Office:

Address: H-106, GIDC Estate, Vitthal Udyognagar, Anand-388121, Gujarat. Phone: (02692) 236842-45 Website: www.hleglascoat.com Email: [email protected]

32 / 240

33 / 240

34 / 240

35 / 240

36 / 240

37 / 240

38 / 240

39 / 240

40 / 240

41 / 240

42 / 240

43 / 240

44 / 240

45 / 240

46 / 240

47 / 240

48 / 240

49 / 240

50 / 240

51 / 240

52 / 240

53 / 240

54 / 240

55 / 240

56 / 240

57 / 240

58 / 240

59 / 240

60 / 240

61 / 240

62 / 240

63 / 240

64 / 240

65 / 240

66 / 240

67 / 240

68 / 240

69 / 240

70 / 240

71 / 240

72 / 240

73 / 240

74 / 240

==> picture [460 x 748] intentionally omitted <==

75 / 240

==> picture [10 x 7] intentionally omitted <==

==> picture [481 x 785] intentionally omitted <==

76 / 240

==> picture [483 x 785] intentionally omitted <==

77 / 240

==> picture [481 x 785] intentionally omitted <==

78 / 240

==> picture [481 x 785] intentionally omitted <==

79 / 240

==> picture [481 x 784] intentionally omitted <==

80 / 240

==> picture [481 x 785] intentionally omitted <==

81 / 240

==> picture [5 x 5] intentionally omitted <==

==> picture [481 x 785] intentionally omitted <==

82 / 240

==> picture [481 x 784] intentionally omitted <==

83 / 240

==> picture [481 x 784] intentionally omitted <==

84 / 240

==> picture [481 x 785] intentionally omitted <==

85 / 240

==> picture [481 x 784] intentionally omitted <==

86 / 240

==> picture [456 x 747] intentionally omitted <==

87 / 240

FAIRNESS OPINION REPORT ON VALUATION FOR THE PROPOSED SCHEME OF AMALGAMATION

OF

KINAM ENTERPRISE PRIVATE LIMITED

WITH

HLE GLASCOAT LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS

By

==> picture [72 x 59] intentionally omitted <==

Navigant Corporate Advisors Limited 804, Meadows, Sahar Plaza Complex, J.B. Nagar, Andheri Kurla Road, Andheri East, Mumbai-400 059 Email Id- [email protected] Web: www.navigantcorp.com

13[th] February, 2024

SEBI Registered Category I Merchant Banker SEBI Registration No. INM000012243

==> picture [67 x 47] intentionally omitted <==

Page 1 of 8

88 / 240

Notice to Reader

Navigant Corporate Advisors Limited (“Navigant” / “NCAL” or “Authors of the Report) is a SEBI registered ‘Category I’ Merchant Banker in India and was engaged by Board of Directors of HLE GLASCOAT LIMITED (“HLE ” or “Transferee Company”) to prepare an Independent Fairness Opinion Report (“Report”) with respect to providing an independent opinion and assessment as to Fairness of Valuation Report and Swap Ratio determined by RBSA Corporate Advisors LLP , Registered Valuer (SFA) (“Valuer" / “Independent Valuer”) an Independent Valuer for the purpose of intended proposed Merger of KINAM ENTERPRISE PRIVATE LIMITED (“KEPL” or “Transferor Company”) into HLE pursuant to a Scheme of Amalgamation under section 230 to 232 and other applicable Clauses of the Companies Act, 2013 (“Scheme”).

HLE and KEPL are collectively referred to as “Companies”.

The Report has been prepared on the basis of the review of information provided to Navigant and specifically the Report on Swap Ratio (hereinafter referred as Valuation Report) prepared by Valuer as an Independent Valuer. The Report does not give any valuation or suggest any Swap Ratio; however, this Report is limited to provide its Fairness Opinion on the Valuation Report.

The information contained in this Report is selective and is subject to updations, expansions, revisions and amendments. It does not purport to contain all the information recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which might become apparent.

This Report is based on data and explanations provided by the Management and certain other data culled out from various websites believed to be reliable. Navigant has not independently verified any of the information contained herein. Neither the Company nor Navigant, nor affiliated Bodies Corporate, nor the Directors, Shareholders, Managers, Employees or Agents of any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information contained in the Report. All such Parties and Entities expressly disclaim any and all liability for or based on or relating to any such information contained in, or errors in or omissions from, this Report or based on or relating to the Recipients’ use of this Report.

Page 2 of 8

89 / 240

Date: 13[th] February, 2024

To,

HLE GLASCOAT LIMITED

H-106 GIDC Estate, Vithal Udyognagar, Gujarat, 388121

Dear Members of the Board,

Engagement Background

We understand that the Board of Directors of KINAM ENTERPRISE PRIVATE LIMITED (“KEPL” or “Transferor Company”) a nd HLE GLASCOAT LIMITED (“HLE ” or “Transferee Company”) are considering a Scheme of Amalgamation between KEPL and HLE and their respective Shareholders (“the Scheme”) under the provisions of Sections 230 to 232 of the Companies Act, 2013, as may be applicable, and also read with Section 2(1B) and other relevant provisions of the Income-tax Act, 1961, as may be applicable, for Merger of KEPL into HLE on a going concern basis.

We understand that the Valuation as well as the Swap Ratio thereof is based on the Valuation Report dated 13[th] February, 2024 issued by RBSA Corporate Advisors LLP , Registered Valuer (SFA) (“Valuer"/ “Independent Valuer”) (IBBI Registration No. IBBI/RV/06/2019/12263) .

We, Navigant Corporate Advisors Limited, a SEBI registered Category-I Merchant Banker, have been engaged by HLE to give a Fairness Opinion (“Opinion”) on Valuation Report dated 13[th] February, 2024 issued by RBSA Corporate Advisors LLP , Registered Valuer (SFA) (“Valuer"/ “Independent Valuer”) (IBBI Registration No. IBBI/RV/06/2019/12263) .

Background of the Companies

 KINAM ENTERPRISE PRIVATE LIMITED (KEPL)

“KINAM ENTERPRISE PRIVATE LIMITED” was incorporated as a Private Limited Company under the name and style “KINAM ENTERPRISE PRIVATE LIMITED” on 26[th] June, 2023 in the State of Gujarat, vide Certificate of Incorporation Number U43229GJ2023PTC142341issued by the Registrar of Companies.

==> picture [67 x 47] intentionally omitted <==

KEPL is engaged in the business of providing efficient and reliable heat exchanger solutions to customers across various industries and the primary objective is to design, manufacture and deliver high quality heat exchangers that meets the unique needs of customers. The Transferor Company strives to offer innovative and sustainable solutions that provide

Page 3 of 8

90 / 240

optimal thermal performance, minimize downtime, and reduce operating costs. Currently KEPL does not have any material business operations apart from holding investment in KPEPL.

`o` Shareholding Pattern:

Name of the Shareholders No of Shares % Shareholding	Name of the Shareholders No of Shares % Shareholding	Name of the Shareholders No of Shares % Shareholding
KiritMehta 33,23,977 49.75%
Mehul Mehta 33,23,976 49.77%
HLEGlascoatLimited 33,407 0.50%
Total	66,81,360	100.00%

 HLE GLASCOAT LIMITED

“HLE GLASCOAT LIMITED” was incorporated on 26[th] June,1991 in the State of Gujarat, vide Certificate of Incorporation Number L26100GJ1991PLC016173 issued by the Registrar of Companies.
HLE is engaged in the business of design, manufacture, development, dealing, selling and market of standard as well as customized glass lined equipment, reactors, receivers/ storage tanks, dryers, filters, heat exchangers, condensers, columns, agitators, valves, pipes and fittings and spares thereof.
HLE is a Listed Company having its shares listed and traded on BSE Limited and the National Stock Exchange of India Limited (“NSE”).
The Registered Office of HLE is situated at H-106 GIDC Estate, Vithal Udyognagar, Gujarat, 388121.
The shareholding pattern of HLE as of 31[st] December, 2023 is as under:

Name of the Shareholders No of Shares % Shareholding	Name of the Shareholders No of Shares % Shareholding	Name of the Shareholders No of Shares % Shareholding
Promoters 4,55,28,472 66.69%
Public 2,27,37,008 33.31%
Total	6,82,65,480	100.00

==> picture [67 x 47] intentionally omitted <==

Page 4 of 8

91 / 240

Transaction Overview and Rational

It is proposed to amalgamate KEPL into HLE. This arrangement would inter alia have the following benefits:

Consolidation as a single entity shall provide several benefits like reducing the number of legal entities, reducing the multiplicity of legal and regulatory compliances and reduction of costs, which would be beneficial for all stakeholders;
Simplification of the shareholding structure and reduction in the shareholding tiers;
Synergies that exist between the Transferor Company and the Transferee Company will ensure better cash flows and better business efficiency, avoid duplication of work and efforts and reduce managerial overlaps towards their common advantage; and
Enhance shareholder value accruing from consolidation of business, thus contributing to the overall growth prospects of the Transferee Company.

Information relied upon:

We have prepared the Fairness Opinion Report on the basis of the information provided to us and inter alia the following:

Share Exchange Ratio Report by RBSA Corporate Advisors LLP, Registered Valuer (SFA) (“Valuer"/ “Independent Valuer”) (IBBI Registration No. IBBI/RV/06/2019/12263) dated 13[th] February, 2024;

Other information and explanations as provided by the Management.

Further, we had discussions on such matters which we believe are necessary or appropriate for the purpose of issuing the Valuation Report.

We assume no responsibility for the legal, tax, accounting or structuring matters including, but not limited to, legal or title concerns. Title to all subject business assets is assumed to be good and marketable and we would urge the Company to carry out the independent assessment of the same prior to entering into any transaction, after giving due weightage to the results of such assessment.

==> picture [67 x 47] intentionally omitted <==

Page 5 of 8

92 / 240

We have been informed that all information relevant for the purpose of issuing the Fairness Opinion Report has been disclosed to us and we are not aware of any material information that has been omitted or that remains undisclosed.

Our Opinion and Analysis is limited to the extent of review of the Valuation Report by the Valuer and the Draft Scheme Document. In connection with the opinion, we have

A) Reviewed the Draft Scheme Document and the Valuation Report by the Valuer dated 13th February, 2024.
B) Reviewed Audited financial statements of KEPL for the period ended 31[st] December, 2023;
C) Reviewed Memorandum and Articles of Association of HLE and KEPL;
D) Reviewed Limited Reviewed financial statements of KEI and KPEPL for the period ended 31st December 2023;
E) Reviewed Draft Scheme of Amalgamation;
F) Held discussions with the Valuer, in relation to the approach taken to Valuation and the details of various methodologies utilized by them in preparing the Valuation Report and recommendations;
G) Reviewed historical Stock Prices and Trading Volumes of HLE at BSE and NSE;
H) Reviewed such other information and explanations as we have required and which have been provided by the Management of KEPL and HLE.

This Opinion is intended only for the sole use and information of HLE and in connection with the Scheme, including for the purpose of obtaining Judicial and Regulatory Approvals for the Scheme or the purpose of complying with the SEBI Regulations and requirement of Stock Exchanges on which the Company is listed, and for no other purpose. We are not responsible in any way to any Person/Party/Statutory Authority for any decision of such Person or Party or Authority based on this opinion. Any Person/Party intending to provide finance or invest in the Shares/Business of either KEPL and/or HLE or their Subsidiaries /Joint Ventures/Associates shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.

For the purpose of this Assignment, Navigant has relied on the Valuation Certificate for the proposed “Scheme of Arrangement” of KEPL and HLE and their respective Shareholders and information and explanation provided to it, the accuracy whereof has not been evaluated by Navigant. Navigant’s work does not constitute certification or due diligence of any past working results and Navigant has relied upon the information provided to it as set out in working results of the aforesaid reports.

Navigant has not carried out any physical verification of the Assets and Liabilities of the Companies and takes no responsibility on the identification and availability of such Assets and Liabilities.

Page 6 of 8

93 / 240

We hereby give our consent to present and disclose the Fairness Opinion in the Board /General Meetings of KEPL and HLE and to the Stock Exchanges and to the Registrar of Companies. Our opinion is not, nor should it be construed as our opining or certifying the compliance of the proposed scheme of Arrangement with the provisions of any Law including Companies, Taxation and Capital Market related Laws or as regards any Legal implications or issues arising thereon.

The information contained in this Report is selective and is subject to updating, expansions, revisions and amendment, if any. It does not purport to contain all the information recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which might become apparent. Recipients are advised to independently conduct their own investigation and analysis of the business of the Companies. The Report has been prepared solely for the purpose of giving a Fairness Opinion on Valuation Certificate issued for the proposed Scheme of Arrangement between KEPL and HLE and their respective Shareholders, and may not be applicable or referred to or quoted in any other context.

Our opinion is dependent on the information provided to us being complete and accurate in all material respects. Our scope of work does not enable us to accept responsibility for the accuracy and completeness of the information provided to us. The scope of our assignment does not involve performing Audit tests for the purpose of expressing an Opinion on the Fairness or Accuracy of any Financial or Analytical information used during the course of our work. As such we have not performed any audit, review or examinations of any of the historical or prospective information used and, therefore, do not express any Opinion with regard to the same. In addition, we do not take any responsibility for any changes in the information used for any reason, which may occur subsequent to this date.

We have assumed that the Final Scheme will not differ in any material respect from the Draft Scheme Document shared with us.

We do not express any Opinion as to any tax or other consequences that might arise from the Scheme on KEPL and HLE and their respective Shareholders, nor does our Opinion address any legal, tax, regulatory or accounting matters, as to which we understand that the respective Companies have obtained such advice as they deemed necessary from qualified Professionals. We have undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, government investigation or other contingent liabilities to which KEPL and HLE and/or their Associates/ Subsidiaries, are or may be Party.

==> picture [67 x 47] intentionally omitted <==

The Company has been provided with an opportunity to review the Draft Opinion as part of our standard practice to make sure that factual inaccuracy/omissions are avoided in our Final Opinion. Our Opinion in not intended to and does not constitute a recommendation to any Shareholder as to how such holder should vote or act in connection with the Scheme or any matter thereto.

Page 7 of 8

94 / 240

Our Fairness Opinion:

Based upon Valuation work carried out by RBSA Corporate Advisors LLP, Registered Valuer (SFA) (“Valuer"/ “Independent Valuer”) we are of the Opinion that the purpose of the proposed Merger of KEPL into HLE are fair, from a financial point of view.

The fairness of the Proposed Merger is tested by:

(1) Considering whether the Valuation Methods adopted by RBSA Corporate Advisors LLP, Registered Valuer (SFA) (“Valuer"/ “Independent Valuer”) depict a correct picture on the value of shares of all companies;
(2) Calculating the Fair Market Value of Companies;
(3) Considering qualitative factors such as economies of scale of operations, synergy benefits that may result from the proposed Merger of KEPL into HLE .

In the light of the above and on a consideration of all the relevant factors and circumstances as discussed and outlined in the valuation report, dated 13[th] February, 2024 issued by RBSA Corporate Advisors LLP., it has been recommended by the Valuer that the fair exchange ratio for the proposes amalgamation shall be as follows:

“100 (One Hundred) Equity Shares of Rs. 2 each fully paid up of HLE for every 559 (Five hundred and Fifty Nine) equity shares of Rs. 10/- each fully paid up of KEPL.

The rationale for Share Exchange Ratio as explained above, will be issued as assumed by RBSA Corporate Advisors LLP, Registered Valuer (SFA) (“Valuer"/ “Independent Valuer”) is justified.

We are in opinion that, RBSA Corporate Advisors LLP, Registered Valuer (SFA) (“Valuer"/ “Independent Valuer”) is justified by taking the Fair Value of Companies, and covers each aspect of valuation.

This being of our best of professional understanding, we hereby sign the Fairness Opinion Report on Valuation.

For Navigant Corporate Advisors Limited

==> picture [68 x 47] intentionally omitted <==

Sarthak Vijlani Managing Director Date: 13.02.2024, Place: Mumbai

Page 8 of 8

95 / 240

96 / 240

97 / 240

98 / 240

99 / 240

100 / 240

101 / 240

102 / 240

103 / 240

104 / 240

105 / 240

106 / 240

107 / 240

108 / 240

==> picture [460 x 89] intentionally omitted <==

Ref: NSE/LIST/40414

October 03, 2024

The Company Secretary HLE Glascoat Limited H-106, GIDC, Vitthal Udyognagar, Anand- 388121, Gujarat

Kind Attn.: Ms. Achal S. Thakkar

Dear Madam,

Sub: Observation Letter for Draft Scheme of Amalgamation of Kinam Enterprise Private Limited (“Transferor company”) with HLE Glascoat Limited (“Transferee company”) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

We are in receipt for Draft Scheme of Amalgamation of Kinam Enterprise Private Limited (“Transferor company”) with HLE Glascoat Limited (“Transferee company”) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

Based on our letter reference no. NSE/LIST/40414 dated July 05, 2024, submitted to SEBI pursuant to SEBI Master Circulars dated June 20, 2023 read with Regulation 37 and 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), SEBI vide its letter dated October 01, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Company shall ensure that the proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.
d) The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/ tribunal.

==> picture [467 x 35] intentionally omitted <==

Non-Confidential 109 / 240

Continuation Sheet

==> picture [294 x 72] intentionally omitted <==

e) The Company shall ensure compliance with the SEBI circulars issued from time to time and the entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023 and also ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
f) The Company shall ensure that information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
g) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
h) The Companies shall disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, so that public shareholders can make an informed decision in the matter:
i. Need for the merger, Rationale of the scheme, Synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.
ii. Value of Assets and liabilities of KEPL that are being transferred to HGL and PostMerger Balance sheet of HGL.
iii. Detailed terms of agreement entered between HGL and Promoters of KEPL with respect to acquisition of 70% of stake in Kinam Engineering Industries Private Limited.
iv. Pre and post scheme shareholding of HGL along with reasons for showing promoters of KEPL as public shareholders of HGL.
v. Impact of scheme on revenue generating capacity of HGL.
vi. Details of transactions entered between Transferee Company and Kinam Engineering Industries Private Limited.
vii. Conditions imposed by Lending Scheduled Commercial Banks while giving their NOC to the Scheme.
i) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.
j) The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
k) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.

Non-Confidential 110 / 240

Continuation Sheet

==> picture [294 x 72] intentionally omitted <==

l) The Company shall ensure that no changes to the draft scheme shall be made without specific written consent of SEBI, except those mandated by the regulators/authorities/ tribunals.
m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
n) The Company shall ensure that all the applicable provisions of the Companies Act, 2013, rules and regulations thereunder are complied, including obtaining the consent from the creditors for the proposed scheme.
o) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from October 03, 2024, within which the Scheme shall be submitted to NCLT.

Non-Confidential 111 / 240

Continuation Sheet

==> picture [294 x 72] intentionally omitted <==

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Priya Iyer

Senior Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

Non-Confidential 112 / 240

113 / 240

114 / 240

115 / 240

116 / 240

117 / 240

118 / 240

119 / 240

120 / 240

121 / 240

122 / 240

123 / 240

124 / 240

125 / 240

126 / 240

127 / 240

==> picture [425 x 62] intentionally omitted <==

==> picture [359 x 97] intentionally omitted <==

----- Start of picture text -----

The shareholding of Directors and KMP of Kinam Enterprise Private Limited
Kinam Enterprise Private Limited in as on 31.12.2024
Sr. No DIN Name Designation % of share holding in HGL
1 10213333 Mr. Kirit Mehta Director 49.75%
2 10213334 Mr. Mehul Mehta Director 49.75%
3 00141863 Mr. Harsh Patel Director 0.00%
----- End of picture text -----

The shareholding of Directors and KMP of Kinam Enterprise Private Limited in HLE Glascoat Limited as on 31.12.2024

==> picture [359 x 84] intentionally omitted <==

----- Start of picture text -----

Sr. No DIN Name Designation % of share holding in KEPL
1 10213333 Mr. Kirit Mehta Director 0.00%
2 10213334 Mr. Mehul Mehta Director 0.00%
3 00141863 Mr. Harsh Patel Director 12.94%
----- End of picture text -----

For HLE Glascoat Limited

Date: 15.03.2025 Place: Anand

Harsh Patel Director

128 / 240

141 / 240

142 / 240

143 / 240

144 / 240

145 / 240

146 / 240

147 / 240

148 / 240

149 / 240

150 / 240

151 / 240

152 / 240

153 / 240

154 / 240

155 / 240

156 / 240

157 / 240

158 / 240

159 / 240

160 / 240

161 / 240

162 / 240

163 / 240

164 / 240

165 / 240

166 / 240

167 / 240

168 / 240

169 / 240

170 / 240

171 / 240

172 / 240

173 / 240

174 / 240

175 / 240

176 / 240

177 / 240

178 / 240

179 / 240

180 / 240

181 / 240

182 / 240

183 / 240

184 / 240

185 / 240

186 / 240

187 / 240

188 / 240

189 / 240

190 / 240

191 / 240

192 / 240

193 / 240

194 / 240

195 / 240

196 / 240

197 / 240

198 / 240

199 / 240

200 / 240

201 / 240

202 / 240

203 / 240

204 / 240

205 / 240

206 / 240

207 / 240

208 / 240

209 / 240

210 / 240

211 / 240

212 / 240

213 / 240

214 / 240

215 / 240

216 / 240

217 / 240

218 / 240

219 / 240

220 / 240

221 / 240