Ion Exchange (India) Ltd — M&A Activity 2023

Feb 3, 2023

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February 3, 2023

To, To, Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Limited P. J. Towers, Dalal Street, Exchange Plaza, Mumbai - 400 001 Bandra Kurla Complex, BSE Scrip Code: 500214 Bandra (East), Mumbai – 400 051 NSE Symbol: IONEXCHANG

Dear Sir/Madam,

Sub.: Intimation of Scheme of Amalgamation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors of Ion Exchange (India) Limited (“IEL”/ “the Company”) at its Meeting held today, has considered and approved a Scheme of Amalgamation for merger of Global Composites & Structurals Limited (“GCSL”) and Ion Exchange Environment Management Limited (“IEEML”) with the Company ("the Scheme"). GCSL and IEEML are Wholly-owned Subsidiaries of the Company.

The Scheme is subject to necessary statutory and regulatory approvals including the approvals of the National Company Law Tribunal/other regulatory authority and the respective Shareholders of each of the companies involved in the Scheme.

We enclose herewith as Annexure 1 the details required under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 for the above mentioned Scheme.

We request you to take the same on record.

Thanking You,

Yours truly,

For Ion Exchange (India) Limited

MILIND Digitally signed by MILIND DATTATRAYA DATTATRAYA PURANIK Date: 2023.02.03 PURANIK 16:50:47 +05'30' Milind Puranik Company Secretary

Encl.: as above

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ANNEXURE 1

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Disclosure of information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015

Sr.No	Particulars			Remarks
1	Name of the entity(ies)formingpartoftheScheme, details in briefsuch as, size, turnoveretc.				Total Revenuefrom operationsas on March 31,2022 (Rs. InLakhs)150,936.23668.36363.32
			Particulars	Net Worth as onMarch 31, 2022(Rs. In Lakhs)	Total Revenuefrom operationsas on March 31,2022 (Rs. InLakhs)
			Ion Exchange (India)Limited (‘IEL’ or‘Transferee Company’)	76,741.61	150,936.23
			Global Composites &Structurals Limited(‘GCSL’ or ‘TransferorCompany1’)	(2270.85)	668.36
			Ion ExchangeEnvironmentManagement Limited(‘IEEML’ or ‘TransferorCompany2’)	(2000.64)	363.32
2	Whether the transactionwould fall within relatedparty transactions? If yes,whether the same is doneat arms-length		Yes, the transaction would fall within related party transactions.GCSL & IEEML are the wholly owned subsidiaries of IEL. Since, themerger is between the wholly owned subsidiaries and its parentholding company, no shares would be issued to discharge theconsideration pursuant to the merger.The Ministry of Corporate Affairs has clarified vide its GeneralCircular No. 30/2014 dated July 17, 2014 that transactions arising outof Compromise, Arrangements and Amalgamations dealt withunder specific provisions of the Companies Act, 2013, will not fallwithin the purview of related party transaction in terms of Section188 of the Companies Act, 2013. Similarly, compliances underRegulation 23 for related party transactions is not applicable to awholly owned subsidiary. Further, compliance with the SEBI MasterCircular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 datedNovember 23, 2021 is not applicable for merger between parentholding company and its wholly owned subsidiaries. Hence, novaluation report is required from a registered valuer.

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Sr.No	Particulars	Remarks
3	Area of business of theentity(ies) involved; /Industry to which theentities belong	• GCSL is engaged in the business of manufacturing and selling ofFibre glass reinforcements plastic (FRP), FRP pipings, PRPcomposites, Cable trays, engineering products, vessels/tanks,designing and structural fabrication of metal & steel structures.• IEEML operates in the field of Water and Waste Water treatmentPlants. The company also executes Effluent Treatment Plants andSewage Treatment Plants for others on project managementcharges (PMC) as subcontractor.• IEL offers a wide range of solutions across the water cycle frompre-treatment to process water treatment, waste water treatment,recycle, zero liquid discharge, sewage treatment, packageddrinkingwater,sea water desalination etc
4	Rationale foramalgamation/ merger/Scheme	The rationale for proposed amalgamation of wholly ownedsubsidiaries with the Company_inter-alia_includes the following:• Economies of scale, greater integration, greater flexibility, mosteffective network and greater market reach for the amalgamatedentity and will improve the competitive position of thecombined entity.• Operational synergies to the amalgamated entity which can beput to the best advantage of the stakeholders.• Reduce managerial overlaps which are necessarily involved inrunning multiple entities.• Achieve simplified corporate structure, by way of reducing thenumber of entities in the group.• Elimination of duplication of administrative expenses andenabling cost savings.• Carrying on and conducting the business more efficiently andadvantageously, ensuring more productive and optimumutilization of various resources.
5	Incaseofcashconsideration – amountorotherwiseshareexchange ratio;	Since the proposed merger will be between wholly ownedsubsidiary Companies and the holding Company, no considerationwould be involved.

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Sr.No	Particulars	Remarks
6	Brief details of change inshareholding pattern (ifany) of listed entity.	Since GCSL & IEEML are wholly owned subsidiaries of IEL, noshares would be issued as consideration for the amalgamation. As aresult, there would be no change in shareholding pattern of IEL onaccount of the amalgamation of GCSL & IEEML with IEL and theshareholders of IEL will continue to remain beneficial owners of IELin the same proportion in which they hold shares in IEL prior to theScheme of Amalgamation.

Digitally signed MILIND by MILIND DATTATRAYA DATTATRAY PURANIK A PURANIK Date: 2023.02.03 16:51:21 +05'30'

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