India Glycols Ltd - Proxy Solicitation & Information Statement 2026

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IGL/SE/2025-26/84

20[th ] February, 2026

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, Bandra (East) Mumbai- 400 001 Mumbai – 400 051

Scrip Code: 500201 Symbol: INDIAGLYCO

Dear Sirs ,

Sub: Notice of Meeting of the Unsecured Creditors of India Glycols Limited convened by the Hon'ble National Company Law Tribunal, Allahabad Bench, Prayagraj

Further to our letters bearing no. IGL/SE/2025-26/72 and IGL/SE/2025-26/82 dated 16[th] January, 2026 and 18[th] February, 2026 respectively, informing that the Hon’ble National Company Law Tribunal, Allahabad Bench at Prayagraj (“ Tribunal ”), passed Orders for convening of separate meetings of the Equity Shareholders and Unsecured Creditors of the Company through Video Conferencing, for the purpose of considering and approving the Scheme of Arrangement amongst India Glycols Limited (“ Applicant No. 1 ” / “ Demerged Company ” / “ Company ”), Ennature Biopharma Limited and IGL Spirits Limited and their respective shareholders (“ Scheme ”).

Accordingly, in terms of the Orders of the Tribunal and in compliance with the provisions of the Companies Act, 2013 (“ the Act ”) and related Rules, read with the relevant Circulars issued by the Ministry of Corporate Affairs, Regulation 30 and other provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), please find attached herewith the Notice of Meeting of the Unsecured Creditors of the Company to be held on Tuesday, 24[th] March, 2026 at 02:00 P.M. (IST) through Video Conferencing (“VC”) for the purpose of considering, and if thought fit, approving the proposed Scheme.

The Notice of the Meeting along with accompanying documents is being sent through e-mail to all those Unsecured Creditors whose e-mail addresses are available with the Company and through permitted mode to those Unsecured Creditors whose e-mail addresses are not available with the Company. Further, the Notice, Explanatory Statement and other accompanying documents - is also available on the Company’s website at https://www.indiaglycols.com/wp content/uploads/NCLT_Unsecured_Creditors_Notice.pdf.

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The facility to cast vote by electronic means on the resolution set forth in the Notice convening the Meeting is available to those persons whose name is recorded in the list of Unsecured Creditors available with the Company as on Saturday, 15[th] November, 2025 (“cut-off date”). The remote e-voting will commence on Friday, 20[th] March, 2026 (9:00 A.M.) and end on Monday, 23[rd] March, 2026 (5:00 P.M.). Detailed instructions for, inter-alia, Remote e-voting, E-Voting at the Meeting and process & manner for joining the meeting through VC are provided in the ‘Notes’ to the Notice of the Meeting.

This is for your information and record.

Thanking you,

Yours truly,

For India Glycols Limited

Digitally signed by ANKUR JAIN

DN: c=IN, o=Personal, postalCode=110091, l=East Delhi, st=Delhi, street=S/O MOHINDER KUMAR JAIN FLAT NO G1 FINE HOME APARTEMENTS NEAR AHLCON PUBLIC SCHOOL MAYUR VIHAR PHASE-1 PATPARGANJ EAST DELHI DELHI- 110091,

ANKUR JAIN

2.5.4.20=f12d4be1c5c932a2c1642c6dad9bb0e5db224de40e1e7299308e2b62d fc73e0c,

serialNumber=36bf2107a358d674b88b6a7f2f49ebabe2ecd54621cb28fbe5bc6 616fcae41f0, [email protected], cn=ANKUR JAIN Date: 2026.02.20 14:38:51 +05'30'

Ankur Jain Date: 2026.02.20 14:38:51 +05'30' Head (Legal) & Company Secretary Encl: A/a

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INDIA GLYCOLS LIMITED

CIN: L24111UR1983PLC009097

Registered Office: A-1, Industrial Area, Bazpur Road, Kashipur-244713, Distt. Udham Singh Nagar, Uttarakhand Phone: +91 5947-269000, 269500; Fax: +91 5947-275315, 269535 Website: www.indiaglycols.com; E-Mail: [email protected]

MEETING OF THE UNSECURED CREDITORS OF INDIA GLYCOLS LIMITED CONVENED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ

NOTICE TO UNSECURED CREDITORS

DETAILS OF MEETING* AND E-VOTING	DETAILS OF MEETING* AND E-VOTING	DETAILS OF MEETING* AND E-VOTING
Day	:	Tuesday
Date	:	24thMarch, 2026
Time	:	02:00 P.M. (IST)
Mode of Meeting and e-voting at the Meeting	:	As per the directions of the Hon’ble National Company Law Tribunal, Allahabad Bench, Prayagraj, the meeting and e-voting shall be conducted through video conferencing (“VC”).
Cut-off date for e-voting	:	Saturday, 15thNovember, 2025
Remote e-voting start date and time	:	Friday, 20thMarch, 2026 at 9:00 A.M. (IST)
Remote e-voting end date and time	:	Monday, 23rdMarch, 2026 at 5:00 P.M. (IST)

*Please note that meeting does not require physical presence of the Unsecured Creditors at a common venue.

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Sr. No.	INDEX	Page Nos.
1.	Notice convening meeting of the Unsecured Creditors of India Glycols Limited (“Notice”).	05
2.	Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”), Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) and Master Circular dated 20thJune, 2023 bearing reference no. SEBI/HO/CFD/POD-2/ P/CIR/2023/93 on scheme of arrangement issued by the Securities and Exchange Board of India (“SEBI Scheme Circular”).	14
3.	Annexure - 1 Scheme of Arrangement under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 amongst India Glycols Limited (“Demerged Company” or “Company”) and Ennature Bio Pharma Limited (“Resulting Company 1”) and IGL Spirits Limited (“Resulting Company 2”) and their respective Shareholders (“Scheme”).	35
4.	Annexure - 2 Copy of the unaudited special purpose standalone financial statements of the Company for the period from 1stApril, 2025 to 30thSeptember, 2025.	92
5.	Annexure - 3 Copy of the special purpose audited financial statements of the Resulting Company 1 for the period from 1stApril, 2025 to 30thSeptember, 2025.	112
6.	Annexure - 4 Copy of the special purpose audited financial statements of the Resulting Company 2 for the period from 1stApril, 2025 to 30thSeptember, 2025.	132
7.	Annexure - 5A, 5B and 5C Copy of the Report of the Board of Directors of the Company, the Resulting Company 1 and the Resulting Company 2 pursuant to Section 232(2)(c) of the Act, respectively.	152
8.	Annexure - 6 Copy of the Share Entitlement Report dated 16 May, 2025 of Mr. Kshitij Goel, Registered Valuer (IBBI/RV/02/2024/15672) acting for TRC Corporate Consulting Private Limited along with addendum to the Share Entitlement Ratio Report dated 30thMay, 2025 (“Share Entitlement Ratio Report”).	164
9.	Annexure - 7 Fairness Opinion Report dated 16thMay, 2025 along with Addendum on Fairness Opinion dated 30thMay, 2025 issued by M/s. Corporate Professionals Capital Private Limited, (Registration No. INM000011435), an Independent SEBI registered Category – I Merchant Banker (“Fairness Opinion”).	182
10.	Annexure - 8 Accounting treatment certificates dated 16thMay, 2025 issued by M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No.: 304153E), Statutory Auditors of the Company, the Resulting Company 1 and Resulting Company 2.	196

Sr. No.	INDEX	Page Nos.
11.	Annexure - 9A and 9B No-objection letter from National Stock Exchange of India Limited (“NSE”) on 17th November, 2025 and no adverse observation letter from BSE Limited (“BSE”) on 19thNovember, 2025.	199
12.	Annexure - 10A and 10B Complaint Reports submitted by the Company to BSE and NSE, respectively	208
13.	Annexure - 11 Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors (as on 31stJanuary, 2026).	212
14.	Annexure - 12 Information in the format prescribed for abridged prospectus pertaining to the Resulting Company 1 as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Master Circular dated 9thFebruary, 2026.	219
15.	Annexure - 13 Information in the format prescribed for abridged prospectus pertaining to the Resulting Company 2 as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Master Circular dated 9thFebruary, 2026.	231
16.	Schedule A Copies of Orders dated 15thJanuary, 2026 and 16thFebruary, 2026 passed by Hon'ble National Company Law Tribunal, Allahabad Bench, Prayagraj ("Tribunal")	243

The Notice of the meeting and the statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and Annexures thereto constitutes a single and complete set of documents and should be read together as they form an integral part of this document.

FORM NO. CAA. 2

[PURSUANT TO SECTION 230 (3) OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ CA (CAA) No.36/ALD/2025

IN THE MATTER OF THE COMPANIES ACT, 2013;

AND

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT AMONGST INDIA GLYCOLS LIMITED (“DEMERGED COMPANY” or “APPLICANT COMPANY 1” AND ENNATURE BIO PHARMA LIMITED (“RESULTING COMPANY 1” or “APPLICANT COMPANY 2”) AND IGL SPIRITS LIMITED (“RESULTING COMPANY 2” or “APPLICANT COMPANY 3”)

AND THEIR RESPECTIVE SHAREHOLDERS (hereinafter referred to as the “Scheme of Arrangement”)

INDIA GLYCOLS LIMITED, a public listed company limited by shares incorporated under the provisions of the Companies Act, 1956 under CIN L24111UR1983PLC009097 and having its registered office at A-1, Industrial Area, Bazpur Road, Kashipur, Distt. Udham Singh Nagar, Uttarakhand, India – 244713

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NOTICE OF HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ CONVENED MEETING OF UNSECURED CREDITORS OF INDIA GLYCOLS LIMITED, THE DEMERGED COMPANY / APPLICANT COMPANY 1

To,

All the Unsecured Creditors of India Glycols Limited

NOTICE is hereby given that in accordance with the Order dated 15[th] January, 2026 read with Order dated 16[th] February, 2026 passed by the Hon’ble National Company Law Tribunal, Allahabad Bench, Prayagraj (“Tribunal”) (“Tribunal Orders”) in the abovementioned Company Scheme Application, a Meeting of the Unsecured Creditors of India Glycols Limited (“the Company”), will be held on

Tuesday, 24[th] March, 2026 at 02:00 P.M. (IST) through Video Conferencing (“VC”) for the purpose of considering and approving, the proposed Scheme of Arrangement amongst India Glycols Limited (“Company” or “Demerged Company”) and Ennature Bio Pharma Limited (“Resulting Company 1”) and IGL Spirits Limited (“Resulting Company 2”) and their respective Shareholders (“Scheme”) (“Meeting”). Copies of the Tribunal Orders are enclosed as Schedule A.

Pursuant to the said Tribunal Orders and as directed therein, the Meeting will be held through VC mode, in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) along with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Securities and Exchange Board of India Master Circular dated 20[th] June, 2023 bearing reference no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 (“SEBI Scheme Circular”) and any applicable circulars as amended and restated from time to time, following the operational procedures (with the relevant modifications as may be required) referred to in in Circular Nos. 14/2020 dated 8[th] April, 2020, No. 17/2020 dated 13[th] April, 2020, No. 22/2020 dated 15[th] June, 2020, No. 33/2020 dated 28[th] September, 2020, No. 39 / 2020 dated 31[st] December, 2020, No. 10/ 2021 dated 23[rd] June, 2021, No. 20/2021 dated 8[th] December, 2021, No. 3/2022 dated 5[th] May, 2022, No. 11/2022 dated 28[th] December, 2022, No. 09/2023 dated 25[th] September, 2023, No. 09/2024 dated 19[th] September, 2024, No. 03 / 2025 dated 22[nd] September, 2025 (“MCA Circulars”). Accordingly, at such day, date, and time the Unsecured Creditors are requested to attend the Meeting. It may be noted that the Meeting does not require physical presence of the Unsecured Creditors at the common venue
The Unsecured Creditors are requested to consider, and if thought fit, to pass, with or without modifications(s) the following resolution for approval of the Scheme by requisite majority as prescribed under Sections 230(1) and 230(6) read with Section 232(1) of the Act:

“RESOLVED THAT pursuant to the provisions of Section 230 and 232 of the Companies Act, 2013 (“Act”) the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Allahabad Bench, Prayagraj (“Tribunal”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to mean and include one or more Committee(s) constituted / to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement amongst India Glycols Limited (“Demerged Company”) and Ennature Bio Pharma Limited (“Resulting Company 1”) and IGL Spirits Limited (“Resulting Company 2”) their respective shareholders (“Scheme”), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,

matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and / or conditions, if any, which may be required and / or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and / or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the Unsecured Creditors and Unsecured Creditors shall be deemed to have given their approval thereto expressly by authority under this Resolution.”

TAKE FURTHER NOTICE that in compliance with the provisions of (i) Section 230 read with Section 108 of the Act; (ii) Rule 6(3)(xi) of the CAA Rules; (iii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; and (iv) applicable laws, the Unsecured Creditors shall have the facility and option of e-voting on the above-said resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting (“Remote e-voting”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of voting	Friday, 20thMarch, 2026 at 9:00 A.M. (IST)
End of voting	Monday, 23rdMarch, 2026 at 5:00 P.M. (IST)

or (b) through E-Voting system available at the Meeting and thereafter for 15 minutes on the conclusion of the Meeting to be held virtually on Tuesday, 24[th] March, 2026 at 2:00 P.M. (IST) through VC mode (“E-Voting at the Meeting”).

The facility of appointment of proxies by the Unsecured Creditors will not be available for such Meeting. However, a body corporate is entitled to appoint a representative for the purposes of participating and/or voting at the Meeting, provided the prescribed form/authorization is filed with the Company at [email protected] , not later than 48 (Forty eight) hours before the start of the Meeting.

A person whose name is recorded in the list of Unsecured Creditors available with the Company as on Saturday, 15[th] November, 2025 (“cut-off date”) only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Unsecured Creditor on the cut-off date, should treat the Notice for information purpose only.
TAKE FURTHER NOTICE that a copy of the Scheme, Explanatory Statement under Section 230(3) and Section 102 of the Act read with Rule 6 of the CAA Rules, 2016 (“Company Arrangement Rules”) and other annexures as stated in the Index are enclosed herewith. Copies of the Scheme and the Explanatory Statement can also be obtained free of charge from the Registered Office and/or the Head Office of the Company between 09:30 A.M. (IST) to 06:30 P.M. (IST) on all working days (except Saturdays, Sundays and public holidays) up to the date of the Meeting. The same may also be obtained by writing to the Company Secretary at [email protected]. A copy of this Notice and the accompanying documents can also be accessed / downloaded from the following links:
(i) website of the Company at https://www.indiaglycols.com; and

(ii) website of National Securities Depository Limited (“NSDL”), being the agency appointed by the Company to provide the E-Voting and other facilities for convening of the Meeting at www.evoting.nsdl.com; and
(iii) the website of the Stock Exchanges i.e., BSE viz . www.bseindia.com and NSE viz . www.nseindia.com.
The Tribunal has appointed Shri L.N. Gupta, IAS(R) and Former Member NCLT, as Chairperson and Shri Vinayak Varma as Alternate Chairperson of the Meeting and Shri Sumit Agrawal, CA (COP No. 405377) to be the Scrutinizer for the said Meeting.
The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.
The Annexures to this Notice are provided by the management of the Company. The Chairperson has not verified the correctness and appropriateness of the contents of this Notice, Explanatory Statements and enclosures to this Notice, which is the responsibility of the Company.

Sd/(L.N Gupta) Chairperson of the Meeting appointed by the Tribunal 18[th] February, 2026

Registered Office:

A-1, Industrial Area, Bazpur Road, Kashipur, Distt. Udham Singh Nagar, Uttarakhand, India – 244713 India Glycols Limited CIN: L24111UR1983PLC009097 Website: www.indiaglycols.com Email: [email protected] Tel.: +91 (120) 3090111/211

Notes for the Meeting

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

Pursuant to the Tribunal Orders, the Meeting of the Unsecured Creditors of the Company will be held through VC mode to transact the business set out in the Notice. Unsecured Creditors attending the Meeting through VC shall be reckoned for the purpose of quorum. The quorum for the Meeting shall be 15 Unsecured Creditors. Further, in terms of the Tribunal Orders, in the event the aforesaid quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 minutes and thereafter the persons present at the Meeting shall be deemed to constitute requisite quorum.
Since, the Meeting is being held through VC, physical attendance of the Unsecured Creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the Unsecured Creditors will not be available for the Meeting. Hence proxy forms and attendance slips are not annexed to this Notice.
The proceedings of this Meeting shall be deemed to have been conducted at the registered office of the Company located at A-1, Industrial Area, Bazpur Road, Kashipur Distt. Udham Singh Nagar, Uttarakhand, India - 244713 which shall be the deemed venue of the Meeting. The route map for the Meeting is not attached as the Meeting is being held through VC mode.
Pursuant to provisions of Section 113 of the Act, authorized representatives of institutional/corporate Unsecured Creditors may be appointed for the purpose of voting through Remote e-voting, for participation in the Meeting through VC facility and E-Voting at the Meeting. Such institutional / corporate unsecured creditors (i.e. other than individuals / Hindu Undivided Family) are required to send a legible scanned copy (PDF / JPEG Format) of its relevant board or governing body resolution / power of attorney / authority letter etc. to the Scrutinizer by email at [email protected] and a copy marked to the Company at [email protected], at least 48 hours before the Meeting with the subject line “India Glycols Limited NCLT Convened Unsecured Creditors Meeting”.
The Unsecured Creditors may join the Meeting through VC 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The joining link shall be kept open throughout the proceedings of the Meeting. The Unsecured Creditors will be able to view the proceedings on NSDL’s E-Voting website at www.evoting.nsdl.com.
In compliance with the Tribunal Orders and other applicable provisions, the Notice of this Meeting, together with accompanying documents mentioned in the Index along with login details for joining this Meeting through VC including E-Voting, is being sent through electronic mode to all eligible Unsecured Creditors whose email addresses are available with the Company and through registered post or speed post or through courier to those Unsecured Creditors whose email addresses are not available with the Company.

In terms of the directions contained in the Tribunal Orders, the Notice convening the Meeting is also being published by the Company through advertisement in the “Financial Express” in the English language and a Hindi translation thereof in “Uttar Ujala”, both having circulation in Distt. Udham Singh Nagar, Uttarakhand, India, indicating the day, date and time of the Meeting.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing the facility of Remote e-voting prior to the Meeting and E-Voting at the Meeting.

The Notice, Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and all other accompanying documents are enclosed herewith and shall be available for inspection on the Company’s website at https:// www.indiaglycols.com.
Further, if so desired, Unsecured Creditors may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard, may be addressed to the Company Secretary at [email protected].
Subject to the receipt of requisite majority of votes in favour of the Scheme i.e., majority in number representing three-fourth in value (as per Sections 230 to 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting as specified in the Notice. For this purpose, the votes cast through Remote e-voting and E-Voting at the Meeting will be considered.
The voting rights of the Unsecured Creditors shall be in proportion to their outstanding amount due by the Company on cut-off date as mentioned in the Notice.
Unsecured Creditors can opt for only one mode of voting i.e., Remote e-voting or E-Voting system at the Meeting. However, casting of votes by Remote e-voting (prior to the Meeting) does not disentitle Unsecured Creditors from attending the Meeting. However, after exercising right to vote through Remote e-voting prior to the Meeting, though Unsecured Creditors may attend the Meeting but shall not be allowed to vote again at the Meeting.
Voting through electronic means and joining of Meeting electronically:
I. In compliance with the Tribunal Orders read with provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and to the extent applicable, the Company has provided the Unsecured Creditors facility to exercise their right to vote by electronics means on the resolution set forth in the Notice convening the Meeting. The facility of casting the votes by the Unsecured Creditors using an electronic voting system from a place other than venue of the Meeting (“Remote e-voting”) as well as E-Voting facility at the Meeting will be provided by National Securities Depository Limited (“NSDL”). Resolution passed by Unsecured Creditors through Remote e-voting and E-Voting at the Meeting is deemed to have been passed as if the same has been passed at the Meeting.
III. The Remote e-voting period will commence on Friday, 20[th] March, 2026 at 9:00 A.M. (IST) and ends on Monday, 23[rd] March, 2026 at 5:00 P.M. (IST). During this period, Unsecured Creditors, whose name appears in the list of Unsecured Creditors, as on the cut-off date, Saturday, 15[th] November, 2025, may cast their vote by Remote e-voting. The Remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Unsecured Creditors, he/she shall not be allowed to change it subsequently or cast the vote again.
IV. Unsecured Creditors can opt for only one mode of voting i.e. Remote e-voting or E-Voting system at the Meeting.
V. The process, manner and instructions for Remote e-voting and E-Voting during Meeting are as under:

Step 1: Access to NSDL e-Voting system at https://www.evoting.nsdl.com/

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

I. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
II. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Creditor’ section.
III. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
IV. The User ID and Password for casting your vote electronically and for attending the Meeting of Creditors through VC are given in the pdf file being enclosed in the mail from NSDL. Please note that the password to open the pdf file is the unique ID mentioned in the mail. Please note that the password to open the pdf file is the unique id mentioned in the email and for the first time the system will ask to reset your password.
V. The User ID and Password are sent to all the unsecured creditors whose e-mail addresses are available with the Company.
VI. An unsecured creditor who cannot retrieve or has not received the User ID and Password can go through the “Physical User Reset Password?” option available on https:// www.evoting.nsdl.com/
VII. Those Unsecured creditors whose e-mail addresses are not available with the Company and as a result have not received the e-mail communication, may obtain the User ID and Password by writing to NSDL at [email protected]. Such unsecured creditor is requested to provide his / her / its name, address, PAN, mobile number and e-mail address along with the request
VIII. After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.
IX. Now, you will have to click on “Login” button. After you click on the “Login” button, Home page of e-voting will open.

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

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

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are eligible to vote and whose voting cycle and General Meeting is in active status.
Select “EVEN” of India Glycols Limited to cast your vote during the remote e-Voting period and casting your vote during the Meeting. For joining virtual meeting, you need to click on “VC” link placed under “Join Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.

You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process and manner for e-voting on the day of the Meeting.

The procedure for e-voting during the Meeting is the same as per the instructions mentioned above for remote e-Voting since the Meeting is being held through VC.
The e-voting window shall be activated upon instructions of the Chairperson during the Meeting proceedings.
Only those unsecured creditors, who will be present in the Meeting through VC and have not cast their vote on the resolution through Remote e-voting and are otherwise not barred from doing so, shall be eligible to vote on the resolution through e-voting system during the Meeting.

In case you have any query or issues regarding e-voting, write an email to Ms. Pallavi Mhatre –Assistant Vice-President at [email protected] or call at toll free number 022 - 4886 7000 and write email to the Company at [email protected] .

It is the responsibility of the Unsecured Creditor to ensure security of his/her User ID and password.

General Guidelines:

Unsecured Creditors are encouraged to join the Meeting through Laptops for better experience.
Further, Unsecured Creditors will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Unsecured Creditors who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, PAN number, e-mail id, mobile number at [email protected] from Wednesday, 18[th] March, 2026 (9:00 A.M.) to Friday, 20[th] March, 2026 (5:00 P.M.).
Those Unsecured Creditors who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting.
Unsecured Creditors may submit their queries, if any, on any agenda item proposed in this Notice from Wednesday, 18[th] March, 2026 (9:00 A.M.) to Friday, 20[th] March, 2026 (5:00 P.M.)from their registered e-mail address, mentioning their name, PAN number and mobile number at Company’s e-mail address at [email protected] or write to the Company’s Head Office at Plot No. 2-B, Sector-126, Distt. Gautam Budh Nagar, Noida-201304, Uttar Pradesh. These queries will be replied to by the management of the Company suitably. The Company along with Chairperson reserves the right to restrict the number of speakers depending on the availability of time at the Meeting.

Shri Sumit Agrawal, CA (COP No. 405377) has been appointed as the Scrutinizer to scrutinize the Remote e-voting process and casting voting through E-Voting system at the Meeting in a fair and transparent manner.
The Chairperson shall, at the Meeting, at the end of discussion on the resolution on which voting is to be held, allow voting with the assistance of Scrutinizer, by use of E-Voting system for all those Unsecured Creditors who are participating in the Meeting but have not cast their votes by availing the Remote e-voting facility.
The Scrutinizer shall, after the conclusion of voting at the Meeting, unblock the votes cast through Remote e-voting and E-Voting system at the Meeting, in the presence of at least two witnesses not in the employment of the Company and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and such Report shall then be submitted to the Chairperson, within two working days of the conclusion of the Meeting.
The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.indiaglycols.com and on the website of NSDL www.evoting.nsdl.com and the results shall also be simultaneously communicated to the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ

CA (CAA) No.36/ALD/2025

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

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT AMONGST INDIA GLYCOLS LIMITED AND ENNATURE BIO PHARMA LIMITED AND IGL SPIRITS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

) ) ) ) ) ) Company / Demerged Company

STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”), RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) AND MASTER CIRCULAR DATED 20[th] JUNE, 2023 BEARING REFERENCE NO. SEBI/HO/CFD/POD-2/P/CIR/2023/93 ON SCHEME OF ARRANGEMENT ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF INDIA GLYCOLS LIMITED CONVENED PURSUANT TO ORDERS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ (“TRIBUNAL”) DATED 15[th] JANUARY, 2026 AND 16[th] FEBRUARY, 2026 (“TRIBUNAL ORDERS”)

MEETING FOR THE SCHEME
1.1. This is a statement accompanying the Notice convening the Meeting of the Unsecured Creditors of India Glycols Limited (“Company”), for the purpose of their considering and approving, the proposed Scheme of Arrangement amongst India Glycols Limited (“Company” or “Demerged Company”) and Ennature Bio Pharma Limited (“Resulting Company 1”) and IGL Spirits Limited (“Resulting Company 2”) their respective Shareholders (“Scheme”). The Scheme provides for: (i) demerger, transfer and vesting of the Demerged Undertakings ( as defined in the Scheme ) from the Company into the Resulting Companies on a going concern basis and issue of equity shares by the Resulting Companies to the Shareholders of the Company, in consideration thereof; and (ii) reduction and cancellation of existing equity shares of the Resulting Companies held by the Demerged Company, and the consideration thereof in respect of such demerger. The Scheme also provides for various other matters consequent and incidental thereto.
1.2. The detailed terms of the arrangement may be referred in the Scheme, appended as ‘Annexure-1’.

1.3. Capitalised terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

2. DATE, TIME AND MODE OF MEETING

Pursuant to the Tribunal Orders, the Meeting of the Unsecured Creditors of the Company, will be held through video conferencing (“VC”) on Tuesday, 24[th] March, 2026 at 02:00 P.M. (IST).

3. RATIONALE AND BENEFITS OF THE SCHEME

The Demerged Company is a leading green chemical company. It has grown manifold over a number of years and currently houses four segments, namely, bio-based specialties and performance chemicals, potable spirits, ennature biopharma and bio-fuel. Given its diversified 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 reorganize and segregate the shareholdings of Demerged Company in various businesses and thus proposes the demerger of Spirits and Biofuel Undertaking (as defined below) and Biopharma Undertaking (as defined below) 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 (as defined below) becoming listed on the National Stock Exchange of India Limited and BSE Limited, with the Resulting Companies focusing exclusively on their respective undertakings and capable of independent valuation and participation therein by any suitable investor interested in such businesses, in the future.

The proposed restructuring pursuant to this Scheme is expected, inter alia, to result in following benefits:

(i) 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:
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.

(ii) The proposed restructuring is in the interest of the Equity Shareholders , creditors, employees, and other stakeholders in each of the companies.

4. BACKGROUND OF THE COMPANIES:

4.1 Particulars of the Demerged Company

4.1.1 India Glycols Limited (“Demerged Company”) is a listed public limited company, incorporated under the Companies Act, 1956, having its registered office at A-1, Industrial Area, Bazpur Road, Kashipur, Distt. Udham Singh Nagar, Uttarakhand, India – 244713 and having Corporate Identity Number (“CIN”) L24111UR1983PLC009097 and Permanent Account Number (“PAN”) is AAACI7246P. Demerged Company was incorporated on 19[th] November, 1983. Demerged Company is engaged in the business of manufacturing and marketing of Bio-based Specialties & Performance Chemicals such as Bio-Polymers, Green Solvents, Specialty Derivatives, Industrial Gases, Potable spirits, ENA (Extra Neutral Alcohol), Ennature Biopharma and BioFuels. There has been no change in the name or registered office of Demerged Company in the immediately preceding 5 (five) years. The equity shares of the Demerged Company are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The email address of the Company is [email protected] and website is https://www.indiaglycols.com/.
4.1.2 The summary of the objects of the Demerged Company, as per its Memorandum of Association, have been reproduced below for the perusal of the Unsecured Creditors:
(1) “To carry on the business to manufacture, mix, produce, fabricate, formulate, prepare, extract, process, finish, import, export, buy, sell, install, survey, estimates, transport, refine, act as agents, stockists and distributors and to deal in or traffic in, either as principals or as agents of others, all types and nature of Ethylene, Acetaldehyde, Organometallics, Ethylbenzene, Ethylene Dibromide, Polyethylene, Ethyl alcohol, Ethyl chloride, Ethylene dichloride, Ethylenechlorohydrin, Ethylenamine, Ethylene Oxide, Ethylene-Ethyl acrylate copolymer, Ethylene- propylene Elastomers (Terpolymer and copolymer), Ethylene Vinyl Acetate copolymer, Diethyl ketone, Propionaldehyde, Vinyl acetate, Vinyl Toluene, Acetaldol, Acetic Acid, Acetaldehyde, Acetic Anhydride, Ethylether, Ethyl, acetate, Chloroform, Diethylamine, Ethylbromide, Glycol ethers, Ethyl hexanol, Pentaerythritol, Chloral, Peracetic Acid, Paraldehyde, Pyridine, Trimethylolpropane, Acetyl chloride, Ammonium acetate, Cellulose acetate, including its fibres, plastics and esters, Chloroacetic Acid, Butylacetate, Isopropyl acetate, Ethylene glycol, Diethylene glycol, Triethylene glycol, Polyethylene glycol, Ethoxylated alkyl phenols, Ethoxylated higher alcohols, Polyethylene glycol, fatty esters, Ethoxylated sorbitol fatty esters, Ethoxylated fatty amines & amides, Ethoxylated higher mercaptans, Poly (mixed ethylene. propylene ) glycol, Polypropylene glycol-ethoxylated, Ethylene glycol Monomethyl ether, Ethylene glycol mono-ethyl ether, Ethylene glycol monobutyl ether, Diethylene glycol monomethyl ether, Diethylene glycol monoethylether, Diethylene glycol monobutyl ether, Ethylene corbonate, Ethylene glycol dinitrate, Glyoxal, Methydioxolane, Dioxane, Ethylene glycol monomethyl ether acetate, Dibutoxyethyl phthalates, Ethylene glycol monoethyl ether acetate, Ethyldiethoxy phthalates, Diethylene glycol monobutyl ether acetate, Monoethanolamine,

Acetylethanolemine, Phenylethanolamine, Phenyldiethanolamine, Polylethanolamine, Polydiethanolamines, Diethanolamine, Diethanolamine lauryl sulphate, Morpholine, Triethanolamine, Amino ethylethanolamine, Insecticides and fungicides. Diethylaminoethanol, Dimethylaminoethanol, Choline, Phenethyl alcohol, Alphaacetobutyrolactone, Hydroxyethylcellulose, Carboxy methylcellulose, n-butyl alcohol, Butyric acid, Dichloroethyl formal, Ethylene bromohydrin, Isethionic acid, photographic chemicals, food additives, explosives, synthetic drugs, synthetic detergents, Surface coatings, Sodium acetate and all nature of their derivates, intermediary products and other related chemicals and chemical products of any nature and kind and to utilise any waste and or by-product arising from any process of manufacturing or finishing activity of the company either carried on by it or otherwise.

(2) To carry on the business to manufacture, mix, produce, fabricate, formulate, prepare, extract, process, finish, import; export, buy, sell, install, survey, estimate, transport, refine, act as agents, stockists and distributors and to deal in or traffic in either as principals or as agents of others, all types of heavy organic and inorganic chemicals, alkalies, gases, sulphates, superphosphates, sulphuric acid, tannins, essences, pharmaceuticals, drugs, photographic sizing and medicinal chemicals and chemicals to be used in pigments, varnishes, adhesives, compounds, dye-stuffs, paints and colours, printing inks and drug salters, synthetic resins, paper coatings, emulsions and latexes, binders, wire enamelling, floorings speciality coatings or any other similar use.
(3) To carry on the business to manufacture, mix, produce, fabricate, formulate, prepare, extract, process, finish, import, export, buy sell, install, survey, estimate, transport, refine, act as agents, stockists and distributors and deal in or traffic in, either as principals or as agents of others, all types of agricultural chemicals including manures, fertilizers, rubber and carbon black.
(4) To carry on the business to manufacture, produce, mix, fabricate, formulate, prepare, extract, process, finish, import, export, buy, sell, install, survey, estimate, transport, refine, act as agents, stockists and distributors and deal in or traffic in, either as principals or as agents or others, all chemical, source materials, ingredients, mixtures, derivatives and compounds thereof which constitute ingredient of any of the foregoing and in production of which any of the foregoing is used and preparations or products arising from or required in the manufacture, processing, finishing, refining of any kind of chemicals.
(5) To import, export, produce, fabricate, buy, sell, deal in all kinds of plants and machines required in connection with the setting up of any of the factories of company and to render all types of engineering and management services on turn-key basis or otherwise ”
for setting up of chemical plants in any part of the world .

The copy of the Memorandum and Articles of Association of the Company can be accessed from the below mentioned link:

https://www.indiaglycols.com/wp-content/uploads/MOA_AOA_With-Certificatecompressed.pdf.

4.1.3 During the last five years, there has been no change in the objects clause of the Company.

4.1.4 The share capital of the Company as on 13[th] February 2026 is as follows:

PARTICULARS	Amount in`
Authorised Share Capital
9,00,00,000 equity shares of`5 each/-	45,00,00,000
Total	45,00,00,000
Issued, Subscribed and Paid-up Share Capital
6,70,26,765 equity shares of`5 each/-	33,51,33,825
Total	33,51,33,825

4.1.5 The amount of Unsecured Creditor of the Company is ` 1,12,010.63 lakh as on 15[th] November, 2025.
4.1.6 The latest annual financial statements of the Company have been audited for the financial year ended on 31[st] March, 2025. The Copy of the unaudited special purpose standalone financial statements of the Company for the period from 1[st] April, 2025 to 30[th] September, 2025 is annexed hereto as Annexure- 2.

The details of promoters and directors of the Company as on date of this Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Designation/ Category	Address
Promoter & Promoter Group
1.	Kashipur Holdings Limited	Promoter	A-1, Industrial Area, Bazpur Road, Kashipur-244713, Distt. Uttam Singh Nagar, Uttarakhand
2.	Executors To The Estate Of Late Sajani Devi Bhartia	Promoter Group	9, Ashoka Road, ‘Kolkata-700027
3.	Shri Uma Shankar Bhartia	Promoter Group	17, Friends Colony (West), New Delhi – 110065
4.	Smt. Jayshree Bhartia	Promoter Group	17, Friends Colony (West), New Delhi – 110065
5.	Smt. Pooja Jhaver	Promoter Group	Vaikunta, Old No. 38, New No. 46, Kasthuri Rangan Road, Alwarpet, Teyanampet, Chennai, Tamil Nadu – 600018
6.	Smt. Pragya Bhartia Barwale	Promoter Group	72 B,Urvashi Co-op. HSG LTD, 7th Floor, 66 Nepean Sea Road Mumbai 400006
7.	Sukhvarsha Distributors Pvt. Ltd.	Promoter Group	15/7 Jawaharlal Nehru Road, Kolkata-700013
8.	Hindustan Wires Limited	Promoter Group	3A, Shakespeare Sarani, 5thFloor, Kolkata-700071

Sr. No.	Name	Designation/ Category	Address
9.	Facit Commosales Private Limited	Promoter Group	15/7 Jawaharlal Nehru Road, Kolkata, West Bengal, India, 700013
10.	J B Commercial Company Private Limited	Promoter Group	3A, Shakespeare Sarani, 5thFloor, Kolkata-700071
11.	J Boseck & Co. Private Limited	Promoter Group	15/7 Jawaharlal Nehru Road, Kolkata, West Bengal, India, 700013
12.	Ajay Commercial Co. Pvt. Ltd.	Promoter Group	3A, Shakespeare Sarani, 5thFloor, Kolkata-700071
13.	Lund & Blockley Pvt. Ltd	Promoter Group	150/154 M. G Road, Kala Ghoda, Fort, Stock Exchange, Mumbai, Maharashtra, India-400001
Directors
1.	Shri Uma Shankar Bhartia	Chairman and Managing Director	17, Friends Colony (West), New Delhi – 110065
2.	Smt. Jayshree Bhartia	Non-Executive Director	17, Friends Colony (West), New Delhi – 110065
3.	Smt. Pragya Bhartia Barwale	Whole-time Director	72 B,Urvashi Co-op. HSG LTD, 7th Floor, 66 Nepean Sea Road Mumbai 400006
4.	Shri Ravi Kumar	Independent Director	Flat No-192, 19thFloor, Jolly Maker Apartment-2, Opp. WTC Complex, Cuffe Parade, Colaba, Mumbai - 400005
5.	Smt. Shukla Wassan	Independent Director	D214, the Belaire, DLF City Phase V, Gurugram - 122011
6.	Shri Sushil Dutt Salwan	Independent Director	47 Pusa Road, Karol Bagh, New Delhi -110005
7.	Shri Samrat Banerjee	Independent Director	S-150, GF, GK-2, New Delhi - 110048
8.	Shri Alok Singhal	Whole-time Director	C Plus 2, Ward 24, Bazpur Road, IGL Colony, Kashipur, Distt. Udham Singh Nagar, Uttarakhand-244713

4.2 Particulars of the Resulting Company 1

4.2.1 Ennature Bio Pharma Limited, is a public limited company, incorporated under the Companies Act, 2013, having its registered office at P. No. 4 Pharma City Selaqui, Dehradun, Uttarakhand,

India - 248197. Its Corporate Identity Number (“CIN”) is U24290UR2021PLC013005 and Permanent Account Number (“PAN”) is AAGCE6816R. It was incorporated on 1[st] October,2021. The email address of the Resulting Company 1 is [email protected]. Currently, the Resulting Company 1 does not have a website.

4.2.2 The summary of the objects of the Resulting Company 1, as per its Memorandum of Association, have been reproduced below for the perusal of the Unsecured Creditors:
“To carry on the business to manufacture, mix, produce, develop, fabricate, formulate, prepare, extract, process, finish, import, export, buy, sell, install, survey, estimates, transport, refine, act as agents, stockists and distributors and to deal in, either as principals or as agents of others, all types and nature of Nutraceuticals, Phytochemicals, Nicotine & various salts, Pharmaceuticals/ oleoresin and their extracts, Luteins, shrubs, spirulina and other varieties/species of algae and its extracts, herbal remedies and natural colors, organic certified super critical fluid, Standardized Botanical extracts, natural food colors, perfumes, herbal and plant extracts, spice extracts, Active Pharmaceuticals ingredients (API) of natural plant origins, food supplements & health supplements herbs and their extracts, Hyoscine butyl bromide, Asiaticoside/ Madecassosides, Asiatic Acid, Triturated extracts of Centella Asiatica (TECA), Maxicuma (a curcumin formlulation), Madecassic acid and all nature of their derivates, intermediary products and other related chemicals and chemical products of any nature and kind by various processes including natural processing and to utilise any waste and/or by-product arising from any process of manufacturing or finishing activity of the company either carried on by it or otherwise and/or to carry out other Related Activities.
To carry on the business to manufacture, mix, produce, develop, fabricate, formulate, prepare, extract, process finish, import; export, buy, sell, install, survey, estimate, transport, refine, act as agents, stockists and distributors and to deal in either as principals or as agents of others, all kinds of natural products such as herbs, shrubs, medicinal plants and their products such as seeds and extracts of plants, agrochemicals, alkalies, alkaloids, gases, sulphates, superphosphates, acids, tannins, essences, drugs and drug intermediaries, enzymes, extracts, bulk drugs, pharmaceutical products, formulations etc., chemicals and chemical products (both organic and inorganic).
To carry on business of chemists, druggist, colourmen, importers, manufacturers, processors, producers and dealers in different kinds of medicinal, chemical, biological preparations and articles compounds, minerals water, acides, alkalies, syrups, cordials, soups and restoratives or food, tinctures, essential oils and both organic and inorganic chemicals.
To buy, sell, produce, import, export, manufacture and carry on business in Phytochemicals, plant actives, plant based medicinal extracts, nutritional products, herbal isolates and actives, plant based chemicals ingredients.
To carry on the business to manufacture, mix, produce, develop, fabricate, formulate, prepare, extract, process, finish, import, export, buy, sell, install, survey, estimates, transport, refine all kinds of cosmetics & medical preparations used in Homeopathic, Allopathic, Ayurvedic, Unani, Bio-technology, nature cure or any other medical systems

or branch of medicine or as beauty aid or required for and one or more of the said items and products.

To carry on the business to manufacture, produce, mix, fabricate, formulate, prepare, extract, process, finish, import, export, buy, sell, install, survey, estimate, transport, refine, act as agents, stockists and distributors and deal in either as principals or as agents or others, all natural source materials, ingredients, mixtures, derivatives and compounds thereof which constitute ingredient of any of the foregoing and in production of which any of the foregoing is used and preparations or products arising from or required in the manufacture, processing, finishing, refining of any kind of chemicals.
To undertake & carry on Research & Development of Bulk drugs, intermediate Chemicals etc., Pharmaceuticals formulations in all lines of medicines, medicals sciences, phyto chemicals, plant actives, plant based medicinal extracts, nutritional products, herbal isolates and actives, plant based chemicals ingredients and all the products specified above.”
4.2.3 Since the date of incorporation, there has been no change in the objects clause of the Resulting Company 1.
4.2.4 The share capital of the Resulting Company as on 13[th] February, 2026 is as follows:

PARTICULARS	Amount in`
Authorised Share Capital
1,00,000 equity shares of`5 each/-	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up Share Capital
20,000 equity shares of`5 each/-	1,00,000
Total	1,00,000

4.2.5 The special purpose financial statements of the Resulting Company 1 are audited for the period from 1[st] April, 2025 to 30[th] September, 2025 and the same are annexed hereto as Annexure- 3.
4.2.6 The Amount of Unsecured Creditor of the Company as on 15[th] November, 2025 is Nil.
4.2.7 The details of promoters and directors of the Resulting Company 1 as on the date of the Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Category	Address
Promoter & Promoter Group
1.	India Glycols Limited	Promoter	A-1, Industrial Area, Bazpur Road, Kashipur, Distt. Udham Singh Nagar, Uttarakhand, India – 244713

Sr. No.	Name	Category	Address
Directors
1.	Shri Manish Chandra Pant	Director	Flat No. 401, Tower 9, Parsvnath Panorama, Sector Tau, Near Swarn Nagri, Gautam Budh Nagar, Greater Noida, Uttar Pradesh-201310
2.	Shri Bhupendar Pal Singhal	Director	Flat No. 503-504, Tower A-2, Cleo Country, Sector-121, Noida, Gautam Budh Nagar, Uttar Pradesh - 201301
3.	Shri Shashi Kant Shukla	Director	498, Arun Vihar, Sector-28, Noida, Gautam Budh Nagar, Uttar Pradesh -201301

4.3 Particulars of the Resulting Company 2

4.3.1 IGL Spirits Limited, a public limited company, incorporated under the Companies Act, 2013, having its registered office at A-1, Industrial Area, Bazpur Road, Kashipur, Udham Singh Nagar, Uttarakhand, India – 244713. Its Corporate Identity Number (“CIN”) is U11011UT2024PLC018229 and Permanent Account Number (“PAN”) is AAHCI9318M. It was incorporated on 25[th] November, 2024. The email address of the Resulting Company 2 is [email protected]. Currently, the Resulting Company 2 does not have a website.
4.3.2 The summary of the objects of Resulting Company 2, as per its Memorandum of Association, have been reproduced below for the perusal of the Unsecured Creditors:

1. To manufacture, distill, brew, ferment, blend, bottle, package, sell, export, import, distribute, and trade in both alcoholic and non-alcoholic beverages and other related products, and in respect of the same, act as agents, stockists and distributors and deal in or traffic in, either as principals or as agents of others, both in India and internationally.

2. To manufacture, bottle, package, sell, export, import, distribute, and trade in alcohol, ethanol and related chemicals, including their derivatives and byproducts, and in respect of the same, act as agents, stockists and distributors and deal in or traffic in, either as principals or as agents of others, both in India and internationally.

3. To develop, market, and promote brands, labels, and products in the alcoholic and non-alcoholic beverages and other related products and alcohol, ethanol and related chemicals, including their derivatives and byproducts including the creation and management of proprietary and third-party brands of beverages, through direct sales, retail outlets, online platforms, and through franchise, licensing, or other arrangements.

4. To set up, own, lease, or operate manufacturing plants, breweries, distilleries, bottling plants, packaging units, and warehouses, including facilities necessary for the manufacture, bottling, aging, blending, and storage of alcoholic and nonalcoholic beverages and other related products and alcohol, ethanol and related chemicals, including their derivatives and byproducts.

5. To engage in research and development activities for the purpose of improving production processes, developing new products, and enhancing the quality, safety, and sustainability of alcoholic and non-alcoholic beverages and other related products and alcohol, ethanol and related chemicals, including their derivatives and byproducts, including innovations in flavor, preservation, and packaging.

6. To import, export, and distribute ingredients, additives, chemicals, glassware, packaging materials, and equipment required for the production and distribution of alcoholic and nonalcoholic beverages and other related products and alcohol, ethanol and related chemicals, including their derivatives and byproducts, including ingredients such as grains, fruits, botanicals, flavorings, and other materials essential for manufacturing and to establish and operate wholesale, retail, and online sales channels, both directly and through partnerships, franchises,or joint ventures, for the distribution and sale of alcoholic and non-alcoholic beverages and other related products and alcohol, ethanol and related chemicals, including their derivatives and byproducts in India and internationally.”

4.3.3 Since the date of incorporation, there has been no change in the objects clause of the Resulting Company 2.
4.3.4 The share capital of the Resulting Company 2 as on 13[th] February, 2026 is as follows:

PARTICULARS	Amount in`
Authorised Share Capital
100,000 equity shares of`5 each/-	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up Share Capital
20,000 equity shares of`5 each/-	1,00,000
Total	1,00,000

4.3.5 The special purpose financial statements of the Resulting Company 2 are audited for the period from 1[st] April, 2025 to 30[th] September, 2025 and the same are annexed hereto as Annexure -4.
4.3.6 The Amount of Unsecured Creditor of Resulting Company 2 as on 15[th] November, 2025 is Nil.
4.3.7 The details of promoters and directors of the Resulting Company 2 as on the date of the Notice along with their addresses are mentioned herein below:

Sr. No.	Name	Category	Address
Promoter & Promoter Group
1.	India Glycols Limited	Promoter	A-1, Industrial Area, Bazpur Road, Kashipur, Distt. Udham Singh Nagar, Uttarakhand, India – 244713

Sr. No.	Name	Category	Address
Directors
2.	Shri Manish Chandra Pant	Director	Flat No. 401, Tower 9, Parsvnath Panorama, Sector Tau, Near Swarn Nagri, Gautam Budh Nagar, Greater Noida, Uttar Pradesh-201310
3.	Shri Bhupendar Pal Singhal	Director	Flat No. 503-504, Tower A-2, Cleo Country, Sector-121, Noida, Gautam Budh Nagar, Uttar Pradesh - 201301
4.	Shri Shashi Kant Shukla	Director	498, Arun Vihar, Sector-28, Noida, Gautam Budh Nagar, Uttar Pradesh -201301

5. SALIENT FEATURES OF THE SCHEME

5.1. The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme.
5.2. The Scheme provides for the following:
5.2.1. demerger, transfer and vesting of the Demerged Undertakings ( as defined in the Scheme ) from the Company into the Resulting Companies on a going concern basis and issue of equity shares by the Resulting Companies to the Equity Shareholders of the Company, in consideration thereof; and
5.2.2. reduction and cancellation of existing equity shares of the Resulting Companies held by the Demerged Company, and the consideration thereof in respect of such demerger.
5.2.3. The Scheme also provides for various other matters consequent and incidental thereto.
5.3. Appointed Date as defined in the Scheme shall mean ‘Opening of business hours on 1[st] April, 2026 or such other date as may be approved by the Hon’ble Tribunal.
5.4. Effective Date as defined in the Scheme shall mean the date fixed by the Board of the Demerged Company falling within 48 business hours or such other extended date as may be decided by the Board of the Demerged Company, in each case, after the date on which the last of the conditions referred to in Clause 24 hereof are complied with or waived, as applicable.
5.5. The Scheme shall become effective from the Appointed Date but shall become operative from the Effective Date.
5.6. Upon the Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, the Resulting Companies shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis to the shareholders of the Company whose name is recorded in the register of members and records of the depository as shareholders of the Demerged Company as on the Record Date (as defined in the Scheme), as under:

“1 (One) fully paid up equity share of ` 5 (Indian Rupees Five) each of the Resulting Company 1 (“Resulting Company 1 New Equity Shares”), credited as fully paid up for every 3 (Three) fully paid up

equity shares of ` 5 (Indian Rupees Five) held in the Demerged Company to the equity shareholders of the Demerged Company.”

“1 (One) fully paid up equity share of _5 (Indian Rupees Five) each of the Resulting Company 2 (“Resulting Company 2 New Equity Shares”), credited as fully paid up for every 1 (One) fully paid up equity share of_ 5 (Indian Rupees Five) held in the Demerged Company to the equity shareholders of the Demerged Company.”

5.7. The equity shares of the Resulting Company 1 and Resulting Company 2 will subsequently be listed on the BSE Limited and National Stock Exchange of India Limited.

Note: The above details are the salient features of the Scheme. The Unsecured Creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Company holds 100% of the issued, subscribed and paid up equity share capital of Resulting Company 1 and Resulting Company 2. In other words, the Resulting Company 1 and Resulting Company 2 are wholly owned subsidiaries of the Company.

Details of capital / debt restructuring, if any: Not applicable.

8. BOARD APPROVALS

8.1. The Board of Directors of the Company at its Board Meeting held on 16[th] May, 2025 unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Shri Uma Shankar Bhartia	Voted in favour
Smt. Jayshree Bhartia	Voted in favour
Smt. Pragya Bhartia Barwale	Voted in favour
Shri Ravi Kumar	Voted in favour
Smt. Shukla Wassan	Voted in favour
Shri Sushil Dutt Salwan	Voted in favour
Shri Samrat Banerjee	Voted in favour
Shri Alok Singhal	Voted in favour

8.2. The Board of Directors of the Resulting Company 1 at its Meeting held on 16[th] May, 2025 unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Shri Manish Chandra Pant	Voted in favour
Shri Bhupendar Pal Singhal	Voted in favour
Shri Shashi Kant Shukla	Voted in favour

8.3. The Board of Directors of the Resulting Company 2 at its Meeting held on 16[th] May, 2025 unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favour / against / did not participate or vote
Shri Manish Chandra Pant	Voted in favour
Shri Bhupendar Pal Singhal	Voted in favour
Shri Shashi Kant Shukla	Voted in favour

9. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Demerged Company and the Resulting Company 1 and the Resulting Company 2 and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Company, if any.

10. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

10.1. Equity Shareholders, KMPs, Promoter, Non-Promoter Shareholders and Creditors:

The effect of the Scheme on the Equity Shareholders, KMPs, promoter and non-promoter shareholders of the Demerged Company and the Resulting Company 1 and the Resulting Company 2 is given in the reports adopted by the Board of Directors of the Company and the Resulting Company 1 and the Resulting Company 2 at their respective meetings held on 16[th] May, 2025 pursuant to the provisions of Section 232(2)(c) of the Act which are annexed hereto as Annexure 5A , 5B and 5C.

10.2. Directors

10.2.1 The Scheme will have no effect on the office of existing directors of the Demerged Company and the Resulting Company 1 and the Resulting Company 2, and they will continue to be directors of the Demerged Company and the Resulting Company 1 and the Resulting Company 2, respectively, as before.
10.2.2 It is clarified that the composition of the Board of Directors of the Demerged Company and the Resulting Company 1 and the Resulting Company 2 may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of the Demerged Company and the Resulting Company 1 and the Resulting Company 2, as may be applicable but the Scheme itself does not affect the office of the directors of the Demerged Company and the Resulting Company 1 and the Resulting Company 2.
10.2.3 The effect of the Scheme on the Directors of the Demerged Company and the Resulting Company 1 and the Resulting Company 2 in their capacity as shareholders of such companies are the same as in case of other shareholders of such company, as mentioned in the aforesaid reports annexed as Annexure 5A , 5B and 5C above.

10.3. Employees

10.3.1 Upon effectiveness of the Scheme and with effect from the Appointed Date, all employees of the Demerged Company engaged in or in relation to the Demerged Undertaking shall become the employees of the Resulting Company 1 and the Resulting Company 2 on terms and conditions no less favourable than those on which they are engaged by the Demerged Company and without any interruption in service.
10.3.2 Apart from the above, employees engaged in the Demerged Company and the Resulting Company 1 and the Resulting Company 2 will continue to be employees of the Demerged Company and the Resulting Company 1 and the Resulting Company 2, respectively, on the same terms and conditions, as before.

10.4. Creditors

10.4.1 The creditors of the Demerged Company forming a part of the Demerged Undertakings will become creditors of the Resulting Company 1 and the Resulting Company 2, on the same terms and conditions as were applicable to the Demerged Company, post the Scheme becoming effective.
10.4.2 Apart from the above, creditors of the Company and the Resulting Company will continue to be creditors of the Company and the Resulting Company, respectively, on the same terms and conditions, as before.
10.5. Debenture holders and Debenture Trustees

The Demerged Company and the Resulting Company 1 and the Resulting Company 2 have not issued any debentures, therefore, the requirement of appointing a debenture trustee does not arise.

10.6. Depositors and Deposit Trustees

The Demerged Company and the Resulting Company 1 and the Resulting Company 2 have not accepted any deposits within the meaning of the Act and Rules framed thereunder. Hence, no deposit trustees have been appointed by the said companies.

10.7. There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

11. INVESTIGATION PROCEEDINGS

The Company received a communication dated 8[th] March, 2022 from the Regional Director (North) under Section 206 (5) of Companies Act, 2013 requesting certain information and documents. The Company duly submitted the required information and documents as of now there are no proceedings pending against the Company under Companies Act 1956 or 2013.

There are no pending proceedings against Resulting Companies under Companies Act, 2013.

12. REDUCTION AND CANCELLATION OF ENTIRE PRE-SCHEME SHARE CAPITAL OF THE RESULTING COMPANY

Upon allotment of the equity shares by the Resulting Company 1 and Resulting Company 2 as consideration for the Scheme, the entire pre-Scheme paid-up share capital of the Resulting Company

1 and the Resulting Company 2 shall stand cancelled and reduced, without any consideration, which shall be regarded as reduction of share capital of the Resulting Company 1 and the Resulting Company 2, pursuant to Sections 230 to 232 of the Act as an integral part of the Scheme.

13. VALUATION REPORT AND FAIRNESS OPINION

13.1 A copy of the share entitlement ratio report dated 16[th] May, 2025 of Mr. Kshitij Goel, Registered Valuer (IBBI/RV/02/2024/15672) acting for TRC Corporate Consulting Private Limited along with addendum to the Share Entitlement Ratio Report dated 30[th] May, 2025, is annexed hereto as Annexure6.
13.2 A copy of the fairness opinion dated 16[th] May, 2025 along with Addendum on Fairness Opinion dated 30[th] May, 2025 issued by M/s. Corporate Professionals Capital Private Limited, (Registration No. INM000011435), an Independent SEBI registered Category – I Merchant Banker confirming that the share entitlement ratio mentioned in the share entitlement ratio report is fair to the shareholders of the Demerged Company from a financial point of view, is annexed hereto as Annexure 7.

14. SHAREHOLDING PATTERN

14.1. The pre / post Scheme shareholding pattern of the Parties to the Scheme:

14.1.1 The Company

(a) The pre -Scheme shareholding pattern of the Company is as follows (based on shareholding data as on 13[th] February, 2026 ):

Category	No. of Equity Shares of Face Value of`5 each	% of holding
Promoter	3,99,67,854	59.63
Public	2,70,58,911	40.37
Total	6,70,26,765	100

(b) There will no change in the post-Scheme shareholding pattern of the Demerged Company in terms of the Scheme.

14.1.2 The Resulting Company 1

(a) The pre-Scheme shareholding pattern of the Resulting Company 1 is as follows (based on shareholding data as on 13[th] February, 2026):

Category	No. of Equity Shares of Face Value of`5 each	% of holding
Promoter	19,988	99.94
Public	12	0.06
Total	20,000	100

(b) The indicative post Scheme shareholding pattern of Resulting Company 1 is as follows:

Category	No. of Equity Shares of Face Value of`5 each	% of holding
Promoter	1,33,22,618	59.63
Public	90,19,637	40.37
Total	2,23,42,255	100

14.1.3 The Resulting Company 2

(a) The pre-Scheme shareholding pattern of the Resulting Company 2 is as follows (based on shareholding data as on 13[th] February, 2026):

Category	No. of Equity Shares of Face Value of`5 each	% of holding
Promoter	19,988	99.94
Public	12	0.06
Total	20,000	100

(b) The indicative post Scheme shareholding pattern of the Resulting Company 2 is as follows:

Category	No. of Equity Shares of Face Value of`5 each	% of holding
Promoter	3,99,67,854	59.63
Public	2,70,58,911	40.37
Total	6,70,26,765	100

15. PRE/ POST-SCHEME CAPITAL STRUCTURE

The pre-Scheme capital structure of the Demerged Company and the Resulting Company 1 and the Resulting Company 2 is given in Paragraph 4.2.4 and 4.3.4 above. Pursuant to the Scheme, there will be no change in the post Scheme share capital structure of the Company.

16. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

16.1. The certificate dated 16[th] May, 2025, issued by M/s. K.N. Gutgutia and Co., (Firm Registration No.: 304153E), Statutory Auditors of the Company and the Resulting Company 1 and the Resulting Company 2, confirmed that the accounting treatment stated in the Scheme is in compliance with the accounting standards prescribed under Section 133 of the Act and other generally accepted accounting principles.
16.2. Further, pursuant to the Scheme, the demerger, transfer and vesting of the Demerged Undertakings from the Demerged Company into the Resulting Company 1 and the Resulting Company 2 is categorised as a “common control” transaction in terms of Indian Accounting Standards notified under Section 133 of the Act. The Demerged Company has determined to record the demerger as distribution of assets and liabilities of the Demerged Undertakings at carrying values (i.e. book value) and the

Resulting Company 1 and the Resulting Company 2 has determined to record the demerger as per ‘pooling of interest method’ prescribed in Indian Accounting Standards 103 – Appendix C.

16.3. Copy of the said accounting treatment certificates dated 16[th] May, 2025 issued by M/s. K.N. Gutgutia and Co., Chartered Accountants (Firm Registration No.: 304153E), Statutory Auditors to the Company and the Resulting Company 1 and the Resulting Company 2 are collectively annexed hereto as Annexure- 8.

17. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

17.1. The equity shares of the Demerged Company are listed on BSE and NSE. The Demerged Company has received No objection and No adverse observation letter(s) dated 17[th] November and 19[th] November, 2025 from NSE and BSE respectively, in terms of Regulation 37 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th ] June, 2023 (“SEBI Master Circular”).
17.2. A copy of the no-objection letter from NSE on 17[th] November, 2025 and no adverse observation letter from BSE on 19[th] November, 2025, are annexed hereto as Annexure 9A and 9B, respectively. Further, the Company has not received any complaint relating to the Scheme and “NIL” complaints report were filed by the Company with BSE and NSE in terms of the SEBI Master Circular, copies of which are attached as Annexure 10A and 10B respectively.
17.3. As per comments contained in the said observation letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against the Demerged Company, its promoters and directors, as submitted to the Tribunal, are attached hereto as Annexure11.
17.4. Information pertaining to the Resulting Company 1 and the Resulting Company 2 involved in the Scheme in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Master Circular dated 9[th ] February, 2026 is attached hereto as Annexure 12 and 13.
17.5. As per the directions of the Tribunal, a copy of the Scheme will be sent by the Company to the Registrar of Companies, Uttarakhand.
17.6. All approvals as stated in Clause 24 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme will be obtained.

18. OTHER ADDITIONAL INFORMATION AS MANDATED BY THE STOCK EXCHANGES

18.1. Cost Benefit Analysis

The Scheme is expected to provide an opportunity to improve the economic value for the companies involved in the Scheme and their stakeholders, in view of the demerger of the businesses. This is primarily on account of various costs and operational synergies which are expected to accrue to the Company on account of the Scheme and more particularly detailed out in above paragraphs. While the Scheme would lead to incurring some costs towards its implementation, however, the benefits of the Scheme over a longer period would far outweigh such costs for all the stakeholders of the Company.

18.2. Disclosure conditions imposed by lenders, of any: Not Applicable

18.3. The details of pre-Scheme and post-Scheme assets and liabilities forming part of the Demerged Company and the Resulting Company 1 and the Resulting Company 2 as on 30[th] September,2025 are as follows:

( ` in lakh)

	Company	Company	Resulting Company 1	Resulting Company 1	Resulting Company 2	Resulting Company 2
	(Pre)	(Post)	(Pre)	(Post)	(Pre)	(Post)
	As on 30thSep, 2025		As on 30thSep, 2025		As on 30thSep, 2025
Assets	5,74,005.16	2,45,274.23	-	73,007.04	1.00	2,55,723.03
Liabilities	3,76,259.68	1,56,106.30	0.43	22,189.07	0.24	1,97,964.98
Total	1,97,745.48	89,167.93	-0.43	50,817.97	0.76	57,758.05

18.4. Details of assets and liabilities of Demerged Undertakings as on 30[th] September, 2025 are as follows:

( ` in lakh)

Particulars	Demerged Undertaking- Spirits and Biofuel	Demerged Undertaking- Bio Pharma
	As on 30thSep, 2025
ASSETS
Non-current assets
Property, plant and equipment	2,06,448.03	54,312.31
Capital work-in-progress	6,336.32	2,236.74
Right-of-Use assets	7,588.54	-
Financial assets
- Other financial assets	320.95	194.14
Other non-current assets	191.60	133.96
	2,20,885.44	56,877.15
Current assets
Inventories	20,140.70	9,192.46
Financial assets
- Trade receivables	9,420.16	5,908.00
- Cash and cash equivalents	207.76	20.71
- Bank balances other than cash and cash equivalents	2,798.98	1,000.00
- Other financial assets	40.61	-
Current Tax Assets (Net)	211.27	8.69
Other current assets	2,017.11	0.03
	34,836.59	16,129.89
TOTAL	2,55,722.03	73,007.04

( ` in lakh)

Particulars	Demerged Undertaking- Spirits and Biofuel	Demerged Undertaking- Bio Pharma
	As on 30thSep, 2025
EQUITY AND LIABILITIES
Equity
Equity share capital	3,096.15	1,032.05
Other equity	54,661.14	49,786.35
	57,757.29	50,818.40
Liabilities
Non-current liabilities
Financial liabilities
- Borrowings	66,376.00	-
- Lease Liabilities	5,615.25	-
- Other financial liabilities	3,877.06	16.82
Long term provisions	24.32	-
Deferred tax liabilities (Net)	25,872.21	6,806.46
Other non-current liabilities	-	277.91
	1,01,764.84	7,101.19
Current liabilities
Financial liabilities
- Borrowings	37,310.10	6,974.33
- Lease Liabilities	2,120.79	-
- Trade payables	27,381.03	7,623.68
- Other financial liabilities	28,532.09	128.60
Other current liabilities	729.83	233.26
Short term provisions	126.06	127.58
	96,199.90	15,087.45
TOTAL	2,55,722.03	73,007.04

18.5. Total turnover of the Demerged Undertakings for the last financial year end:

The turnover sales (excluding other operating revenues] of the Demerged Undertaking- Bio Pharma and Demerged Undertaking- Spirits and Biofuel for FY 2024-25 stood at 11,188.67 Lakh and 421,810.56 Lakh, respectively.

18.6. Details of accounting treatment as provided vide Statutory Auditor’s letter dated 16[th] May, 2025:

M/s. K.N. Gutgutia and Co., Chartered Accountants (Firm Registration No.: 304153E), Statutory Auditors of the Demerged Company and the Resulting Company 1 and the Resulting Company 2 have provided the accounting treatment and it is already annexed at Annexure -8.

18.7. Rationale of arriving at the share entitlement ratio for Resulting Company 1 and Resulting Company 2:

A copy of the Share Entitlement Ratio Report containing the rationale of arriving at the share entitlement ratio is annexed as Annexure -6.

18.8. Rationale of the Scheme and its impact on public shareholders:

The rationale and benefits arising out of the Scheme to the shareholders (including public shareholders) are mentioned in Paragraph 3 of this Explanatory Statement.

19. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, following documents will be available for inspection in the investor relations section of the website of the Company at https://www.indiaglycols.com/ compliances/:

a. Copy of the Tribunal Orders;
b. Memorandum and Articles of Association of the Company and the Resulting Company 1 and the Resulting Company 2;
c. Audited financial statements of the Demerged Company for the financial year ended as on 31[st] March, 2025 and copy of the standalone unaudited financial results of the Company as on 30[th] September, 2025;
d. Audited financial statements of the Resulting Company 1 for the financial year ended as on 31[st] March, 2025 and a copy of special purpose audited financial statements of the Resulting Company 1 for the period from 1[st] April, 2025 to 30[th] September, 2025;
e. Audited financial statements of the Resulting Company 2 for the financial year ended as on 31[st] March, 2025 and a copy of special purpose audited financial statements of the Resulting Company 2 for the period from 1[st] April 2025, to 30[th] September, 2025;
f. Copy of the Scheme;
g. Certificate of the Statutory Auditor of the Company and the Resulting Company 1 and the Resulting Company 2, respectively, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards, including clarification letters thereto; and
h. All other documents displayed on the Demerged Company’s website i.e. https:// www.indiaglycols.com/compliances/ in terms of the SEBI Master Circular on the Scheme.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Demerged Company, its Unsecured Creditors and other stakeholders and the terms thereof, are fair and reasonable. The Board of Directors of the Demerged Company recommend the Scheme for approval of the Unsecured Creditors.

Sd/(L.N. Gupta) Chairperson of the Meeting appointed by the Tribunal 18[th] February, 2026

Annexure - 1

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Annexure - 5A

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Corporate Professionals Capital Private Limited CIN - U74899DL2000PTC104508

D 28, South Extn. Part- I, New Delhi 110049, India �� T: +91 11 40622200 �� F: +91 11 40622201 ��

E:[email protected]

www.corporateprofessionals.com

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Name of Shareholder	Shares	Holding %
India Glycols Limited	10000	100.00%
Total	10,000	100.00%

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Name of Shareholder	Shares	Holding %
India Glycols Limited	10000	100.00%
Total	10,000	100.00%

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Corporate Professionals Capital Private Limited

CIN - U74899DL2000PTC104508 D 28, South Extn. Part- I, New Delhi 110049, India �� T: +91 11 40622200 �� F: +91 11 40622201 �� E:[email protected]

www.corporateprofessionals.com

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Annexure - 8

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Annexure - 9A

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Schedule-A

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AI assistant

India Glycols Ltd — Proxy Solicitation & Information Statement 2026

61672_rns_2026-02-20_757b1ebd-13fe-4c29-9e06-2509c4cd6e51.pdf

IGL/SE/2025-26/84

20[th ] February, 2026

Sub: Notice of Meeting of the Unsecured Creditors of India Glycols Limited convened by the Hon'ble National Company Law Tribunal, Allahabad Bench, Prayagraj

For India Glycols Limited

ANKUR JAIN

INDIA GLYCOLS LIMITED

CIN: L24111UR1983PLC009097

MEETING OF THE UNSECURED CREDITORS OF INDIA GLYCOLS LIMITED CONVENED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ

NOTICE TO UNSECURED CREDITORS

FORM NO. CAA. 2

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ CA (CAA) No.36/ALD/2025

NOTICE OF HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH, PRAYAGRAJ CONVENED MEETING OF UNSECURED CREDITORS OF INDIA GLYCOLS LIMITED, THE DEMERGED COMPANY / APPLICANT COMPANY 1

To,

All the Unsecured Creditors of India Glycols Limited

Registered Office:

Notes for the Meeting

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

Step 1: Access to NSDL e-Voting system at https://www.evoting.nsdl.com/

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

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

Process and manner for e-voting on the day of the Meeting.

General Guidelines:

2. DATE, TIME AND MODE OF MEETING

3. RATIONALE AND BENEFITS OF THE SCHEME

4. BACKGROUND OF THE COMPANIES:

4.1 Particulars of the Demerged Company

4.2 Particulars of the Resulting Company 1

4.3 Particulars of the Resulting Company 2

5. SALIENT FEATURES OF THE SCHEME

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

8. BOARD APPROVALS

9. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

10. EFFECT OF SCHEME ON STAKEHOLDERS

10.2. Directors

10.3. Employees

10.4. Creditors

10.6. Depositors and Deposit Trustees

11. INVESTIGATION PROCEEDINGS

12. REDUCTION AND CANCELLATION OF ENTIRE PRE-SCHEME SHARE CAPITAL OF THE RESULTING COMPANY

13. VALUATION REPORT AND FAIRNESS OPINION

14. SHAREHOLDING PATTERN

14.1.1 The Company

14.1.2 The Resulting Company 1

14.1.3 The Resulting Company 2

15. PRE/ POST-SCHEME CAPITAL STRUCTURE

16. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

17. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

18. OTHER ADDITIONAL INFORMATION AS MANDATED BY THE STOCK EXCHANGES

18.1. Cost Benefit Analysis

18.4. Details of assets and liabilities of Demerged Undertakings as on 30[th] September, 2025 are as follows:

19. INSPECTION OF DOCUMENTS

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