Indokem Ltd — Capital/Financing Update 2021

Jul 27, 2021

Jndoltem fimitta

Registered Office : "KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

Phone :61236767 Fax :61236718 Website : www.indokem.co.in

Date: 27 th July, 2021

BSE Limited Listing Department, ^Ist Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001. Email: corp.relations@bseindia.com

Security Code No.: 504092

Dear Sir/Madam,

SUB: Outcome of Board meeting held on 27 th July, 2021 - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular bearing reference number CIR/CFD/CMD/4/2015 dated September 9, 2015

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") read with SEBI Circular bearing reference number CIR/CFD/CMD/4/2015 dated September 9, 2015, we hereby submit the outcome of the meeting of the Board of Directors ("Board") of Indokem Limited ("lndokem" or "the Company") held on 27 th July, 2021. Based on the recommendations of the Audit Committee and the Committee of Independent Directors, the Board has considered and approved a Scheme of Amalgamation (the "Scheme") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder ("the Act"). Further the Board has given authorisation to file the Scheme along with relevant disclosures, documents, certifications, and undertakings with the BSE Limited.

The Scheme provides for Amalgamation of Refnol Resins and Chemicals Limited with the Company and their respective Shareholders.

The Scheme is subject to receipt of approvals of shareholders and creditors of the Companies involved and approval of other regulatory authorities as may be required, including those of the, BSE Limited, Securities and Exchange Board of India and the National Company Law Tribunal, Mumbai Bench ("NCL T").

Jndokem fimitta

Registered Office : "KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West}, Mumbai - 400 016.

Phone :61236767 Fax :61236718 Website : www.indokem.co.in

Please find enclosed Annexure 1 containing details as per Regulation 30 of the Listing Regulations read with Circular CIR/CFD/CMD/4/2015 dated September 9, 2015.

This is for your information and record.

Thanking you,

For lndokem Limited

Rajesh D. Pisal Company Secretary and Compliance Officer Enclosed as above.

Jndokem limitttl

Registered Office : "KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West}, Mumbai - 400 016.

Phone :61236767 Fax :61236718 Website : www.indokem.co.in

ANNEXURE 1

s. Particulars	Description
No.
of I) I Name the	This is a Scheme of Amalgamation ("the Scheme") of Refnol forming Resins and Chemicals Limited ("Transferor Company") with
entity(ies) of part the	Indokem Limited ("the Company" or "Transferee Company").
amalgamation /
details merger,		in I Set out below is the net-worth and total income as on 31	st March,
brief such as, size,	2021 of the Companies involved in the Scheme -
turnover etc.;
			{Amount in INR Crores)
	Particulars Transferor Company	Total Turnover/ Income 19.02 I	I Net Worth 12.92
	(Standalone)
	Transferor Company	31.77	20.25
	l (Consolidated
	Transferee ComQ _any	79.24	31.21
	The draft Scheme does not fall within the purview of related party
Whether 2) the			th
transaction would fall within related	transactions in terms of General Circular No. 30/2014 dated 17 July 2014 issued by the Ministry of Corporate Affairs since the
party transactions? If		same is subject to the sanction of the National Company Law
yes,		Tribunal and provisions of Section 188 of the Companies Act, 2013
whether the same is	are not applicable.
"arm's done at
length"		However, there are common promoters in the Transferor Company and the Transferee Company. Further, pursuant to the Scheme,
		equity shares of the Transferee Company are proposed to be issued
		and allotted to the shareholders of the Transferor Company. In light
		of the same, the transaction under the proposed Scheme may be
		deemed to be a "related party transaction" under the applicable
	provisions of the Listing Regulations.
		The consideration as set forth in the Scheme will be discharged on
		"arm's length basis". The share exchange ratio for the shares to be
	allotted to the shareholders of the Transferor Company is based on
	valuation report provided by Niranjan Kumar, Registered Valuer
	- Securities or Financial Assets. Galactico Corporate Services Limited, a SEBI registered Category - I Merchant Banker, has also
	issued a fairness opinion on the share exchange ratio. The
		aforementioned Valuation Report and Fairness Opinion have duly

Jndokem fimitta

Registered Office :

Phone :61236767 Fax :61236718 Website : www.indokem.co.in

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

		been considered by the Audit Committee, Committee of Independent Directors and Board of the Company.
3)	Area of business of the entity(ies)	Company Business The Transferor Company is engaged in Transferor of manufacturing and the business Company marketing of resins and chemicals. Transferee Transferee Indokem Company The Limited is engaged in the business of Company
		manufacturing and dealing in dyes, sizing chemicals, auxiliaries in textile industry and electrical capacitors.
4)	Rationale Scheme	for I The Transferor Company and the Transferee Company are engaged in similar lines of business and complement each other. With an intent to expand the business and achieve larger product portfolio, economies of scale, efficiency, optimisation of logistics and distribution network and other related economies by consolidating the business operations being managed by different management teams, the Board of Directors of the Transferor Company and the Transferee Company propose to consolidate the business of the Transferor Company with the Transferee Company. The proposed amalgamation of the Transferor Company with Transferee Company would inter alia have the following benefits: I. Creation of a combined entity, hosting all products under the Transferee Company, thereby resulting in diversified portfolio of products, economies of scale, operational rationalization, efficiency of management and maximizing value for the shareholders. 2. Greater synergies between businesses and optimum use of manufacturing facilities, marketing strength, R & D facilities, productivity Certifications resulting gains thereby in maximizing value for the shareholders. 3. Optimum use of infrastructure and organizational efficiency by pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of Transferor Company and Transferee Company thereby significantly contributing to the future growth and maximizing shareholder value. 4. Better financial leverage, resulting in greater efficiency in cash and debt management and unfettered access to cash flow generated by the combined business, which can be deployed more efficiently, to realize higher profits for the combined

indokem fimitta

Registered Office :

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

Phone :61236767 Fax :61236718 Website : www.indokem.co.in

	entity. 5. Improved organizational capability and leadership, arising from the pooling of human capital, who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry. 6. Cost savings because of standardization and simplification of of elimination duplication business processes, and rationalization of administrative expenses. 7. Reduction in regulatory and legal compliances and avoidance of multiple records keeping. 8. Strengthening ability to face increasing competitive, regulatory, environmental and global risks; thereby resulting in sustainable and profitable long term growth for the combined entity. In view of the aforesaid, the Board of Directors of the Transferor Company as well as the Board of Directors of the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Transferee Company. Accordingly, the Board of Directors of the Company have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertakings and business of the Transferor Company within and into the Transferee Company pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Act.
case In consideration amount or otherwise share exchange ratio	of cash Following share exchange ratio has been determined for the - allotment of the equity shares of the Transferee Company having face value of INR 10 each to the shareholders of the Transferor Company as on the Record Date (as per the Scheme), in consideration for the amalgamation of the Transferor Company with the Transferee Company: f l "1,077 (One Thousand Seventy-Seven) equity shares o ndokem f f INR 10 each folly paid up shall be issued f having ace value o or f every 1,000 (One Thousand) equity shares held in Re nol having f f I f ully paid up" NR 10 each ace value o

9!ndokem fimitttl

Registered Office:

"KHATAU HOUSE", Ground Floor, Mogul Lane, Mahim (West), Mumbai - 400 016.

Phone :61236767 Fax :61236718 Website : www.indokem.co.in

6)	Brief details	of Change in shareholding of the Transferor Company as on
	change in	Category	Pre-Scheme		Post-Scheme
	shareholding pattern		No.of	% share	No.of	% share
	(if any) of entities.		shares	holding	shares	holding
		Promoter	16,55,431	53.6%	-	-
		Public	14,34,469	46.4%	-	-
		Non	-	-	-	-
		Promoter
		Non
		Public
		Total	30,89,900	100.0%	-	-
			Change in shareholding of the Transferee Company
		Category	Pre-Scheme		Post-Scheme
			No.of	% share	No.of	% share
			shares	holdinz	shares	holdinz
		Promoter	1,72,53,011	70.9%	1,90,35,910	68.8%
		Public	70,72,589	29.1%	86,17,512	31.2%
		Non	-	-	-	-
		Promoter
		Non
		Public
		Total	2,43,25,600	100.0%	2,76,53,422	100.0%