TRUE COLORS LIMITED — M&A Activity 2026

May 15, 2026

true colors

May 15, 2026

To

The Manager- Listing Department,

BSE Limited

P.J. Towers, Dalal Street, Fort,

Mumbai- 400001, Maharashtra, India.

Scrip ID/Code: TRUECOLORS/544531

Subject: Receipt of Observation Letter from the Bombay Stock Exchange in relation to the Scheme of Amalgamation (Merger by Absorption) of True Colors Limited (“Transferee Company” or “Company”) with Inkia Inks Private Limited (“Transferor Company”) and their respective shareholders and creditors.

Respected Sir/ Madam,

This is in connection with our letter dated December 01, 2025 informing about the decision taken by the Board of Directors of the Company approving the proposed Scheme of Amalgamation (Merger by Absorption) of True Colors Limited with Inkia Inks Private Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (“Act”) and other applicable provisions of the Act read with rules and regulations made thereunder (“Scheme”), subject to receipt of various statutory and regulatory approvals.

In this regard, we would like to inform you that the Company has received observation letter from the Bombay Stock Exchange in relation to the Scheme, on May 14, 2026. A copy of said letter is enclosed herewith.

The Scheme remains subject to various statutory and regulatory approvals and of the respective shareholders/creditors of the companies involved in the Scheme, as may be required.

The observation letter received from Bombay Stock Exchange is also being made available on the website of the Company at www.truecolorsgroup.com.

We request you to bring the above to the notice of all concerned.

Thanking you. Yours Faithfully.

For True Colors Limited

(Formerly Known as True Colors Private Limited)

JAVANIKA GANDHARVA
Digitally signed by JAVANIKA GANDHARVA
Date: 2026.05.15 12:08:22
+05'30'

Javanika Gandharva
Company Secretary & Compliance Officer
ICSI M. No.: A42880
Encl: as above

TRUE COLORS LIMITED
(Formerly known as 'TRUE COLORS PRIVATE LIMITED')

| +91 92743-35001
info@truecolorsgroup.com
www.truecolorsgroup.com | REGISTERED OFFICE
True Colors House, P-8, GR Flr to 3rd Flr,
Somakanji ni Wadi, Patel Line, Khatodara,
Surat, Gujarat, India, 395002 | FACTORY
Plot No. 44 & 51, Rajhans Zesto Kalakachha,
Jalalpore (Near Palasana Cross Road)
Navsari-396415 Gujarat (India) |
| --- | --- | --- |

CIN: L17299GJ2021PLC126265 | GST NO.: 24AAICT9214A1ZN | PAN NO.: AAICT9214A

250

9001:2015

250

14001:2015

250

45001:2018

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BSE
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DCS/AMAL/RD/R37/67/2026-27

May 14, 2026

To,

The Company Secretary,
True Colors Limited
P-8, Ground Floor to 3rd Floor,
Somakanjiini Wadi Patel Line Khatodara,
Surat, Gujarat – 395 002

Dear Sir/Madam,

Sub: Scheme of Arrangement of True Colors Limited

We refer to your application for Scheme of Arrangement between True Colors Limited (“TCL”/“Transferee Company”) and Inkia Inks Private Limited (“IIPL”/“Transferor Company”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, filed with the Exchange under Regulation 37 of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Reg. 94 (2) of SEBI LODR Regulations, 2015.

In this regard, SEBI vide its Letter dated May 14, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: -

1. “The entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme.”

2. “The entity shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the website(s) of the listed company and the stock exchanges.”

3. “The entity shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.”

4. “The entity is advised that the information pertaining to the Unlisted Company involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”

5. “The entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”

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Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai 400001, India. T: +91 22 2272 1234/33 | E: corp.comm@bseindia.com www.bseindia.com | Corporate Identity Number : L67120MH2005PLC155188

INTERNAL

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1. "The entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders."

2. "The entity is advised that the proposed equity shares, if any, to be issued in terms of the "Scheme" shall mandatorily be in demat form only."

3. "The entity is advised that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document."

4. "No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI."

5. "The entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT."

6. "The entity is advised to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme."

7. "The entity is advised to ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision

a) Impact of scheme on revenue generating capacity of Transferee Company.
b) Need and Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.
c) Valuation Report and Addendum/clarification to the Valuation Report (if any) issued by Registered Valuer.
d) Projections considered for valuation of entities involved along with justification for growth rate considered for valuation.
e) Value of assets and liabilities of Transferor Company that are being transferred to Transferee Company.
f) Details of Revenue, PAT and EBIDTA of all the companies involved in the Scheme for last 3 years along with Audited financials for the last three years of all the entities involved in the scheme.
g) Latest financials of entities involved in the scheme not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement.
h) Undertaking with respect to the association of the promoter and promoter group of the entities involved in the scheme with the public shareholders.

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INTERNAL

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i) Status of No Objection Certificate ("NOC") from the Lending Scheduled Commercial Banks/Financial Institutions/Debenture Trustees as per para-A(2)(k) of Part-1 of SEBI Master Circular.
j) Conditions imposed by lenders, if any, may be disclosed to the public shareholders along with the impact of same on the scheme.
k) Details of shareholders of transferor company and their classification as Promoters and Public shareholders in transferee company post scheme.

Name of the Shareholder	Shares held in IIPL	Share Exchange Ratio	Shares being allotted in TCL (if not, reasons for the same)	Classification in TCL post scheme (Promoter / Public)	Detailed justification for classification

l) Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
m) Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the Transferee Company to the shareholders.

1. "The entity shall ensure that applicable additional information, if any to be submitted to SEBI along with draft scheme of arrangement as advised by email dated May 14, 2026 shall form part of disclosures to the shareholders."
2. "It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT.

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INTERNAL

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

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

Kindly note that as required under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete/incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations do not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019, issued to the company

Yours faithfully,

Marian Dsouza
Assistant Vice President

Abhishek Kadlak
Deputy Manager

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INTERNAL