Kothari Petrochemicals and Kothari Sugars to Merge in Amalgamation Scheme

Kothari Petrochemicals and Kothari Sugars to Merge in Amalgamation Scheme​

Kothari Petrochemicals Limited announced that its Board of Directors approved a Scheme of Amalgamation involving Kothari Sugars and Chemicals Limited (KSCL) with Kothari Petrochemicals Limited (KPL). The amalgamation aims to consolidate the businesses of both entities into the Transferee Company, KPL.

The Board meeting was held on May 19, 2026. The amalgamation, which is set to be governed by the provisions of the Companies Act, 2013, involves the merger of KSCL (the Transferor Company) into KPL (the Transferee Company). Both companies are part of the HC Kothari group.

Financial Snapshot of the Entities​

The amalgamation involves KSCL (CIN: L15421TNl960PLC004310) and KPL (CIN: Lll 101TN1989PLC017347). Details regarding the respective entities are provided below:

Valuation and Exchange Ratio​

The transaction will be discharged on an ‘arm’s length basis’. The share exchange ratio has been determined based on reports from registered valuers.

The ratio specified in the Scheme of Amalgamation is: "1 (One) fully paid-up equity share of Rs.10/- each of Kothari Petrochemicals Limited, (Transferee Company) shall be issued and allotted for every 5 (five) fully paid-up equity shares of Rs. 10/- each held in Kothari Sugars and Chemicals Limited, (Transferor Company)."

The valuation report was jointly issued on May 19, 2026, by Mr. Mahek Vikamsey, Partner KPMG Valuation Services LLP, and Mr. S Sundar Raman, a Registered Valuer. Furthermore, Saffron Capital Advisors Private Limited issued a fairness opinion dated May 19, 2026, confirming that the Share Exchange Ratio in the Valuation Report is fair to the companies and their respective shareholders and creditors.

Business Scope and Rationale​

KSCL operates in the manufacturing of sugar, industrial alcohol, co-generation of power, and bio compost. KPL is engaged in the manufacturing of Polyisobutylene, which finds applications in segments such as Lubricant & Dispersant, Fuel Additive, Grease, Adhesive, Sealant, Rubber Manufacturing, Personal Care, and Masterbatch.

The management stated that the amalgamation is expected to be in the best interest of the stakeholders, providing several anticipated benefits:

• Streamlining Structure: The scheme will simplify and rationalize the existing group structure by consolidating the businesses of the Transferor Company with the Transferee Company, eliminating multiple corporate entities within the group.
• Cost Efficiency: The merger is expected to eliminate duplication of administrative, operational, regulatory, and corporate overhead costs.
• Growth and Synergy: The combined business is expected to augment revenue growth and profitability. The combined balance sheet is anticipated to provide diverse strategic options arising from cost efficiencies and synergies, thereby improving overall financial flexibility.
• Scale and Expertise: The consolidation is expected to generate economies of scale, improving resource utilization and productivity through the integration of managerial expertise, technical capabilities, and operational infrastructure.

Shareholding Pattern Details​

The amalgamation will result in a significant change in the shareholding pattern of Kothari Petrochemicals Limited.

The following tables outline the pre- and post-amalgamation shareholding structure:

KSCL (Transferor Company) Shareholding Pattern:


KPL (Transferee Company) Shareholding Pattern:


Post-Amalgamation Shareholding Pattern (KPL):

KOTHARIPET Stock Price Movement​

On Tuesday, Kothari Petrochemicals Limited shares shed value by 2.52%, closing at ₹129.32. The stock traded on a volume of 49,743 shares during the session.