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India Glycols Ltd M&A Activity 2025

Feb 4, 2025

61672_rns_2025-02-04_f26853f8-0a33-4479-86b0-5ce59b2905c4.pdf

M&A Activity

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4[th] February 2025

The Manager (Listing) The Manager (Listing) BSE Limited National Stock Exchange of India Limited 1[st] Floor, New Trading Ring, Exchange Plaza, C-1, Block G, Rotunda Building, P.J. Towers, Bandra Kurla Complex, Dalal Street, Mumbai – 400 001 Bandra (East), Mumbai- 400 051

The Manager (Listing) National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex,

Scrip Code: 500201

Symbol: INDIAGLYCO

Dear Sirs,

Sub.: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Composite Scheme of Arrangement involving amalgamation and demerger

In compliance with Regulation 30 of SEBI Listing Regulations, read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024, this is to inform you that basis the recommendation of Committee of Directors, Independent Directors, and Audit Committee, the Board of Directors of the Company (“ Board ”) at its meeting held on 4[th] February 2025, have approved the Composite Scheme of Arrangement involving Kashipur Holdings Limited (the “ Transferor Company ” or “ KHL ”), India Glycols Limited (the “ Transferee Company ” or “ Demerged Company ” or “ IGL ”), Ennature Bio Pharma Limited (formerly known as Ennature Bio Pharma Private Limited) (the “ Resulting Company 1 ” or “ EBL ”) and IGL Spirits Limited (the “ Resulting Company 2 ” or “ ISL ”) and their respective shareholders (“ Scheme ”) as may be modified from time to time pursuant to the provisions of Sections 230 to 232 read with other applicable sections/ provisions, if any, of the Companies Act, 2013 and the rules framed thereunder and further subject to the requisite approvals and sanction of the jurisdictional bench of National Company Law Tribunal (“ NCLT ”) and also subject to the approval of the shareholders and / or creditors of IGL, Central Government, or such other competent authority or intermediaries or agencies etc., as may be directed by the NCLT.

The Scheme, inter-alia , provides for:

  1. Amalgamation of KHL into IGL; and

  2. Demerger of Bio Pharma Undertaking into a separate undertaking, namely, EBL;

  3. Demerger of Spirits and Biofuel Undertaking into a separate undertaking, namely, ISL.

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We enclose herewith the information (Annexure-1) pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024 in the prescribed format.

We request you to take the above information on record.

The above said board meeting commenced at 16:00 Hrs. and concluded at 18:20 Hrs.

Thanking you,

Yours truly,

For India Glycols Limited Digitally signed by ANKUR ANKUR JAIN JAIN Date: 2025.02.04 18:22:13 Date: 2025.02.04 18:22:13 +05'30'

ANKUR JAIN JAIN Date: 2025.02.04 18:22:13 Date: 2025.02.04 18:22:13 +05'30' Ankur Jain Head (Legal) & Company Secretary Encl: A/a

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ANNEXURE 1

Disclosure of information pursuant to Regulation 30 of SEBI Listing Regulations, read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024.

Details of the proposed composite scheme:

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S Particulars Details
No.
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Details of the proposed composite scheme: Details of the proposed composite scheme: Details of the proposed composite scheme:
S
No.
Particulars
Details






1. Name
of
the
entity(ies) forming
part
of
the
proposed
composite
scheme and their
area of business		 India
Glycols
Limited
(“Demerged
Company”
or
“Transferee Company/IGL”), is a public listed Company
incorporated under the provisions of the Companies Act,
1956
under
the
corporate
identity
number
L24111UR1983PLC009097 and having its registered office
at A-1, Industrial Area, Bazpur Road, Kashipur, Udham
Singh Nagar, Uttarakhand, India – 244713. IGL is in
business of manufacturing and marketing of Bio-based
Specialities & Performance Chemicals such as Bio-
Polymers, Green Solvents, Specialty Derivatives, Industrial
Gases, Potable spirits, ENA (Extra Neutral Alcohol),
Ennature Biopharma and Bio Fuels. The equity shares of
IGL are listed on the BSE Limited (“BSE”) and National
Stock Exchange of India Limited (“NSE”).
Kashipur Holdings Limited(“Transferor Company/KHL”) is
a public limited Company incorporated under the
provisions of the Companies Act, 1956 under the
corporate identity number U67120UR1996PLC020938 and
having its registered office at A-1, Industrial Area, Bazpur
Road, Kashipur, Udham Singh Nagar, Uttarakhand, India
– 244713. KHL is inter alia, in holding investment in IGL.
Ennature Bio Pharma Limited(formerly known as Ennature
Bio Pharma Private Limited) (the “Resulting Company
1/EBL”), is a public Company incorporated under the
provisions of the Companies Act, 2013 under the
corporate identity number U24290UR2021PLC013005. It is
engaged in the business of producing nutraceuticals,
phytochemicals,
and
natural
plant-based
active
pharmaceutical ingredients. The Resulting Company 1 is
a wholly-owned Company of the Demerged Company.
IGL Spirits Limited (the “Resulting Company 2/ISL”), is a
public Company incorporated under the provisions of
the Companies Act, 2013 under the corporate identity
number U11011UT2024PLC018229. It is engaged in the
business of manufacturing and production of alcoholic &
non-alcoholic beverages and ethanol & alcohol and

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related products. The Resulting Company 2 is a wholly-
owned Company of the Demerged Company.
(In lakhs)
Companies Net worth as on Total revenue as on
30 [th] September 30 [th] September
2024 2024
Kashipur 9,176.78 970.61
Holdings
Limited
India Glycols 1,77,779.76 4,42,606.30
Limited
Ennature Bio (0.30) Nil
Pharma Limited
(In lakhs)
Company Net worth as on Total revenue as on
31 [st ] December 31 [st] December
2024 2024
IGL Spirits 1.00 Nil
Limited
(Incorporated
on 25 [th]
November
2024)
2. Brief details of the Biopharma Undertaking – Production of nutraceuticals,
division(s) to be phytochemicals, and natural plant-based active
demerged pharmaceutical ingredients.
Spirits and Biofuel Undertaking - Manufacturing and
production of alcoholic & non-alcoholic beverages,
ethanol & alcohol and other related products.
3. Turnover of the
demerged division Particulars Turnover as %
and as per FY 23-24
percentage to the financials in
total turnover of INR Crs.
the listed entity in Biopharma 250.47 3.16%
the immediately Undertaking
preceding Spirits and Biofuel 6,188.82 78.15%
financial year / Undertaking
based on Remaining business 1,479.48 18.69%
financials of the Total 7,918.77 100%
last financial year
4. Rationale for the
The Demerged Company is a leading green chemical
proposed
Company. It has grown manifold over a number of years
composite
and currently houses four segments, namely, bio-based
scheme
specialties and performance chemicals, potable spirits,
ennature biopharma and bio-fuel. Given its diversified
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business, it has become imperative for the Demerged
Company to reorient and reorganize itself in a manner
that allows imparting greater focus on each of its
businesses. With this repositioning, the Demerged
Company is desirous of enhancing its operational
efficiency. It will continue with its bio-based specialties
and performance chemicals business. While each of the
above businesses may be subject to industry specific risks,
business cycles and operate_inter alia,_under different
market dynamics, they have a significant potential for
growth and profitability.
The Scheme proposes to reorganise and segregate the
shareholdings of Demerged
Company
in various
businesses and thus proposes the demerger of Spirits and
Biofuel Undertaking and Biopharma Undertaking from
Demerged Company to the Resulting Companies. The
demerger of the Demerged Undertakings from the
Demerged Company to the Resulting Companies will
result in the equity shares of the Resulting Companies
becoming listed on the National Stock Exchange Limited
and BSE Limited, with the Resulting Companies focussing
exclusively on their respective undertakings and capable
of independent valuation and participation therein by
any suitable investor interested in such businesses, in the
future.
Further, the Scheme proposes the merger of Transferor
Company with and into Transferee Company to
rationalise and streamline the group structure.
The proposed restructuring pursuant to this Scheme is
expected, inter alia, to result in following benefits:
(i) Currently majority of the promoter holding in the
Transferee
Company
is
through
a
holding
company structure. The proposed merger will
simplify the promoter holding structure by enabling
promoters to directly hold shares of Transferee
Company. There will be no adverse implication on
the existing public shareholders of Transferee
Company as they will continue to own the same
number and percentage of shares in the
company;
(ii) Segregation and unbundling of the Spirits and
Biofuel Undertaking and Biopharma Undertaking
of the Demerged Company into the Resulting
Companies will offer the following benefits:

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a. Each business will have a clear focus, leading to
improved management and resource
allocation for growth.
b. The demerger will enable independent growth
for each business, attracting the right talent,
offering better opportunities for employees
c. The demerger may create a potential to unlock
value for stakeholders by drawing focused
investors.
d. Each business will manage its capital,
investments, and resources based on its specific
needs, ensuring more efficient capital use.
e. Each business will adhere to regulations that are
specific to its industry.
f. Separating the businesses will reduce the risk of
one business affecting the others.
(iii)The proposed restructuring is in the interest of the
shareholders, creditors, employees, and other
stakeholders in each of the companies.
5. Brief details of Upon the Part II of the scheme being effective on the
change in Effective Date 1, for amalgamation, IGL shall issue 1
shareholding (One) Equity Share having face value of INR 10 (Indian
pattern (if any) of Rupees Ten) each, for every 1(one) equity share held by
all entities KHL in IGL, to shareholders of KHL in proportion to their
shareholding in KHL.
Upon the Part III of the scheme being effective on the
Effective Date 2, for demerger, EBL shall issue 1 (One)
Equity Shares having face value INR 10 (Indian Ten) each,
to the shareholders of IGL holding 3 (Three) shares of INR
10 (Indian Rupees Ten) each.
Upon the Part IV of the scheme being effective on the
Effective Date 3, for demerger, ISL shall issue 1 (One)
Equity Share having face value INR 10 (Indian Ten) each,
to the shareholders of IGL holding 1 (One) shares of INR
10 (Indian Rupees Ten) each.
Pre and post-shareholding pattern of IGL upon
amalgamation
Particulars Pre-Scheme (as on 31 [st] Post-Scheme
December 2024)
No. of Shareholding No. of Shareholding
Equity as % of Equity as % of voting
Shares voting rights Shares rights
Promoters 1,88,91,032 61.01 1,86,59,236 60.27
Public 1,20,70,468 38.99 1,23,02,264 39.73
Total 3,09,61,500 100 3,09,61,500 100
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_Subject to the provisions for fractional entitlement in terms of the Scheme_
Pre
and
post-shareholding
pattern
of
KHL
upon
amalgamation
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of voting
rights
No. of
Equity
Shares
Shareholding
as % of voting
rights
Promoters
30,23,002
98.51
NA as merged entity
Public
45,630
1.49
Total
30,68,632
100
Pre and post-shareholding pattern of EBL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
62,19,745
60.27
Public
Nil
Nil
41,00,755
39.73
Total
10,000
100
1,03,20,500
100
*Subject to the provisions for fractional entitlement in terms of the Scheme
Pre and post-shareholding pattern of ISL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
1,86,59,236
60.27
Public
Nil
Nil
1,23,02,264
39.73
Total
10,000
100
3,09,61,500
100**		 _Subject to the provisions for fractional entitlement in terms of the Scheme_
Pre
and
post-shareholding
pattern
of
KHL
upon
amalgamation
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of voting
rights
No. of
Equity
Shares
Shareholding
as % of voting
rights
Promoters
30,23,002
98.51
NA as merged entity
Public
45,630
1.49
Total
30,68,632
100
Pre and post-shareholding pattern of EBL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
62,19,745
60.27
Public
Nil
Nil
41,00,755
39.73
Total
10,000
100
1,03,20,500
100
*Subject to the provisions for fractional entitlement in terms of the Scheme
Pre and post-shareholding pattern of ISL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
1,86,59,236
60.27
Public
Nil
Nil
1,23,02,264
39.73
Total
10,000
100
3,09,61,500
100**		 _Subject to the provisions for fractional entitlement in terms of the Scheme_
Pre
and
post-shareholding
pattern
of
KHL
upon
amalgamation
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of voting
rights
No. of
Equity
Shares
Shareholding
as % of voting
rights
Promoters
30,23,002
98.51
NA as merged entity
Public
45,630
1.49
Total
30,68,632
100
Pre and post-shareholding pattern of EBL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
62,19,745
60.27
Public
Nil
Nil
41,00,755
39.73
Total
10,000
100
1,03,20,500
100
*Subject to the provisions for fractional entitlement in terms of the Scheme
Pre and post-shareholding pattern of ISL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
1,86,59,236
60.27
Public
Nil
Nil
1,23,02,264
39.73
Total
10,000
100
3,09,61,500
100**		 _Subject to the provisions for fractional entitlement in terms of the Scheme_
Pre
and
post-shareholding
pattern
of
KHL
upon
amalgamation
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of voting
rights
No. of
Equity
Shares
Shareholding
as % of voting
rights
Promoters
30,23,002
98.51
NA as merged entity
Public
45,630
1.49
Total
30,68,632
100
Pre and post-shareholding pattern of EBL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
62,19,745
60.27
Public
Nil
Nil
41,00,755
39.73
Total
10,000
100
1,03,20,500
100
*Subject to the provisions for fractional entitlement in terms of the Scheme
Pre and post-shareholding pattern of ISL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
1,86,59,236
60.27
Public
Nil
Nil
1,23,02,264
39.73
Total
10,000
100
3,09,61,500
100**		 _Subject to the provisions for fractional entitlement in terms of the Scheme_
Pre
and
post-shareholding
pattern
of
KHL
upon
amalgamation
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of voting
rights
No. of
Equity
Shares
Shareholding
as % of voting
rights
Promoters
30,23,002
98.51
NA as merged entity
Public
45,630
1.49
Total
30,68,632
100
Pre and post-shareholding pattern of EBL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
62,19,745
60.27
Public
Nil
Nil
41,00,755
39.73
Total
10,000
100
1,03,20,500
100
*Subject to the provisions for fractional entitlement in terms of the Scheme
Pre and post-shareholding pattern of ISL upon demerger
Particulars
Pre-Scheme (as on 31st
December 2024)
Post-Scheme
No. of
Equity
Shares
Shareholding
as % of
voting rights
No. of
Equity
Shares
Shareholding
as % of
voting rights
Promoters
10,000
100
1,86,59,236
60.27
Public
Nil
Nil
1,23,02,264
39.73
Total
10,000
100
3,09,61,500
100**
Particulars Pre-Scheme (as on 31st
December 2024)
No. of
Equity
Shares
Shareholding
as % of
voting rights		 Post-Scheme


Shareholding
as % of
voting rights

No. of
Equity
Shares		 Shareholding
as % of
voting rights
Promoters 10,000 100 1,86,59,236 60.27
Public Nil Nil 1,23,02,264 39.73
**Total ** 10,000 100 3,09,61,500 100
6. In case of cash
consideration
–
amount
or
otherwise
share
exchange ratio		 In case of amalgamation
In consideration of amalgamation of KHL into IGL, the
following Share Exchange Ratio has been approved:
“1 (One) Equity Share having face value of INR 10 (Indian
Rupees Ten) each,_for every 1(one) equity share held by
KHL in IGL_to shareholders of KHL_in proportion to their
shareholding in KHL.”_
In case of demerger for EBL
In consideration of demerger of Bio Pharma Undertaking
of IGL into EBL, the following Share Exchange Ratio has
been approved:

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“EBL shall issue 1 (One) Equity Share having face value
INR 10 (Indian Ten) each, to the shareholders of IGL
holding 3 (Three) Equity Shares of INR 10 (Indian Rupees
Ten) each”
In case of demerger for ISL
In consideration of demerger of Spirits and Biofuel
Undertaking of IGL into ISL, the following Share Exchange
Ratio has been approved:
“ISL shall issue 1 (One) Equity Share having face value INR
10 (Indian Ten) each, to the shareholders of IGL holding 1
(One) Equity Share of INR 10 (Indian Rupees Ten) each”
7. Whether listing Yes. The shares issued by EBL and ISL shall be listed on BSE
would be sought Limited and the National Stock Exchange of India Limited
for the resulting subject to necessary approvals.
entities
8. Whether the KHL is the holding Company of IGL, whereas EBL and ISL
merger are wholly-owned subsidiaries of IGL, therefore, they are
transaction would related parties. Accordingly, the Scheme would fall
fall within related within the ambit of related party transactions.
party
transactions? If It is pertinent to note that MCA vide circular no. 30/2014
yes, dated 17 [th] July 2014 has clarified that transactions arising,
whether the same inter-alia , out of Compromises, Arrangements and
is done at “arm’s Amalgamation will not attract requirement of section 188
length of the Companies Act, 2013.
9. Details and The Scheme inter-alia provides for amalgamation of KHL
reasons for other with IGL and consequent winding up of KHL along with
restructuring reduction and cancellation of the paid-up share capital
of EBL and ISL held by IGL. Accordingly, on the Part III and
Part IV of the Scheme becoming effective, the share
capital of EBL and ISL shall stand reduced to the extent of
face value of shares held by IGL in EBL and ISL.
The above cancellation of equity shares of EBL and ISL
would be undertaken as an integral part of the Scheme,
on the Part III and Part IV of the Scheme coming into
effect.
10. Quantitative and/ Such reduction of share capital of EBL and ISL as provided
or qualitative in the Scheme shall be effected as an integral part of the
effect of other Scheme and the orders of the NCLT sanctioning the
restructuring Scheme shall be deemed to be an order under Section
66 of the Companies Act, 2013 confirming the reduction
and no separate sanction under Section 66 of the
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Companies Act, 2013 will be necessary. EBL and ISL shall
not be required to add the words “and reduced” as a
suffix to its name consequent upon such reduction
11 . Details of benefit, if
any,
to
the
promoter/promot
er
group/group
companies
from
such
proposed
restructuring;		 NIL.

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