Meghmani Organics NCLT Equity Shareholder Meeting Scheduled for June 06, 2026

Meghmani Organics Limited has received the NCLT Ahmedabad Bench order for its amalgamation scheme involving Kilburn Chemicals Limited and Meghmani Crop Nutrition Limited. Pursuant to an order dated April 20, 2026, as subsequently amended by order dated April 30, 2026, the Hon'ble National Company Law Tribunal, Ahmedabad Bench has directed the convening of an equity shareholders meeting of Meghmani Organics Limited for the purpose of considering and, if thought fit, approving the proposed Scheme of Amalgamation. The NCLT order was received by the company on May 01, 2026, and the formal notice was issued on May 4, 2026, signed by Company Secretary and Compliance Officer Jayesh Patel under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Amalgamation Scheme Details

The proposed scheme involves the amalgamation of Kilburn Chemicals Limited (Transferor Company 1) and Meghmani Crop Nutrition Limited (Transferor Company 2) with Meghmani Organics Limited as the transferee company. The scheme is being pursued under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Kilburn Chemicals Limited is engaged in the manufacturing and selling of Titanium Dioxide and related products, while Meghmani Crop Nutrition Limited is engaged in manufacturing and selling of crop nutrition products. Meghmani Organics Limited is engaged in manufacturing and selling of crop protection products and pigments. Both transferor companies are wholly owned subsidiaries of the transferee company, and accordingly, no shares or consideration shall be issued by the transferee company pursuant to the scheme. Upon the scheme becoming effective, the entire share capital of the transferor companies shall stand cancelled.

NCLT-Directed Equity Shareholder Meeting Schedule

The NCLT has directed a meeting of the equity shareholders of Meghmani Organics Limited on June 06, 2026, through video conferencing. The key dates and details for the meeting are as follows:

Parameter: Details Meeting Date: Saturday, June 06, 2026 Meeting Time: 02:00 p.m. (IST) Mode: Video Conferencing / Other Audio-Visual Means Cut-off date for notice eligibility: Friday, March 27, 2026 Cut-off date for e-voting eligibility: Saturday, May 30, 2026 Remote e-voting commencement: Wednesday, June 3, 2026 at 9:00 a.m. (IST) Remote e-voting end: Friday, June 5, 2026 at 5:00 p.m. (IST) Electronic Voting Sequence Number (EVSN): 260227

Dr. Ajar Rab, Advocate, has been appointed as the Chairperson of the meeting by the Hon'ble Tribunal. Ms. Pavni Lakhanpal, Advocate, has been appointed as Scrutinizer to oversee the remote e-voting and e-voting at the meeting to ensure fairness and transparency.

NCLT-Directed Meeting Schedule for All Companies

In addition to the equity shareholders meeting, the NCLT has directed meetings for creditors of all three companies on June 06, 2026, as follows:

Company: Meeting Type Time Meghmani Organics Limited Equity Shareholders June 06, 2026 at 2:00 PM (IST) Secured Creditors June 06, 2026 at 3:00 PM (IST) Unsecured Creditors June 06, 2026 at 3:30 PM (IST) Kilburn Chemicals Limited Secured Creditors June 06, 2026 at 10:00 AM (IST) Unsecured Creditors June 06, 2026 at 10:30 AM (IST) Meghmani Crop Nutrition Limited Secured Creditors June 06, 2026 at 11:30 AM (IST) Unsecured Creditors June 06, 2026 at 12:00 Noon (IST)

Shareholding Pattern and Capital Structure

Since both transferor companies are wholly owned subsidiaries of Meghmani Organics Limited, the proposed amalgamation will have no impact on the shareholding pattern of the transferee company. The shareholding pattern of Meghmani Organics Limited before and after the scheme is as follows:

Category: Pre-Scheme Shareholding (%) Post-Scheme Shareholding (%) Change (%) Promoter/Promoter Group 48.95 48.95 No change Public Shareholders 51.05 51.05 No change

The capital structure of Meghmani Organics Limited (Transferee Company) as on March 31, 2026 reflects an authorised capital of 37,00,00,000 equity shares of Rs. 1/- each and issued, subscribed and paid-up capital of 25,43,14,211 equity shares of Rs. 1/- each. Post-scheme, the authorised share capital will stand increased to 97,00,00,000 equity shares of Rs. 1/- each, following the combination of the authorised capital of the transferor companies.

Financial Performance of Companies Involved

The following table presents the revenue, PAT, and EBITDA of the three companies involved in the scheme for the last three financial years (Rs. In Lakhs):

Particulars: F.Y. 2022-2023 F.Y. 2023-2024 F.Y. 2024-2025 Meghmani Organics Limited (Transferee Company) Revenue 2,55,673.91 1,53,985.11 2,00,386.97 PAT 25,038.58 (5,656.74) 6,642.06 EBITDA 36,398.63 945.39 18,034.48 Kilburn Chemicals Limited (Transferor Company 1) Revenue - 109.74 3,396.31 PAT (1,395.59) (4,256.02) (8,907.93) EBITDA (1,950.92) (2,593.05) (5,696.90) Meghmani Crop Nutrition Limited (Transferor Company 2) Revenue - 139.93 4,049.69 PAT (34.78) (678.64) 422.46 EBITDA (9.02) (182.09) 1,752.37

Amounts Due to Unsecured Creditors

The amount due to unsecured creditors of Meghmani Organics Limited as on March 27, 2026 is Rs. 49,052.63 Lakhs. The amount due to unsecured creditors of Kilburn Chemicals Limited and Meghmani Crop Nutrition Limited as on March 27, 2026 is Rs. 4,729.78 Lakhs and Rs. 893.56 Lakhs respectively.

Scheme Rationale and Key Features

The amalgamation is aimed at simplifying the overall group structure by fully integrating the operations of the transferor companies into the transferee company. The scheme is expected to result in operational and financial synergies through improved financial management, cost optimization, and economies of scale. Key features of the scheme include the appointed date of January 1, 2026, transfer and vesting of the entire business and undertaking of the transferor companies into the transferee company on a going concern basis, continuation of all employees of the transferor companies as employees of the transferee company on terms no less favourable, and dissolution of the transferor companies without winding up upon the scheme becoming effective. The accounting treatment shall follow the Pooling of Interest Method as per Indian Accounting Standard (Ind AS) 103.

The Board of Directors of all three companies approved the scheme on April 4, 2026. The scheme is subject to approval by the requisite majority of equity shareholders and creditors, and subsequent sanction by the Hon'ble NCLT. No approval is required from SEBI, Stock Exchanges, or the Competition Commission of India for the present scheme, as it involves amalgamation of wholly owned subsidiaries with a listed holding company. Formal notices along with explanatory statements, e-voting information, and other relevant instructions are available on the company website at https://meghmani.com/investors/scheme-of-arrangement/ .

Source: None/Company/INE0CT101020/5253f0e9-10fe-4cea-aac1-61772e8fdf9e.pdf