Meghmani Organics to Amalgamate Subsidiaries in Scheme of Arrangement

Meghmani Organics to Amalgamate Subsidiaries in Scheme of Arrangement​

The Board of Directors of Meghmani Organics Limited approved a Scheme of Amalgamation on April 4, 2026. The plan involves merging two wholly owned subsidiaries, Kilburn Chemicals Limited and Meghmani Crop Nutrition Limited, with Meghmani Organics Limited.

The Scheme provides that the entire business, assets, liabilities, rights, obligations, licenses, contracts, and employees of both Transferor Companies will transfer to and vest in Meghmani Organics Limited on a going concern basis. The Appointed Date for this Scheme is January 1, 2026. The Scheme is set to become effective upon the filing of the certified copy of the order from the National Company Law Tribunal (NCLT) with the Registrar of Companies.

The amalgamation is contingent upon receiving requisite statutory and regulatory approvals from the Central Government, the NCLT, and/or other necessary sanctions from the respective Shareholders and Creditors of the involved companies.

Operational Details and Business Scope​

The amalgamation aims to integrate the operations of the Transferor Companies into Meghmani Organics Limited, creating efficiencies and pooling resources.

The businesses involved are outlined as follows:

• Kilburn Chemicals Limited (Transferor Company 1): Engaged in manufacturing and selling Anatase Grade Titanium Dioxide in India.
• Meghmani Crop Nutrition Limited (Transferor Company 2): Involved in the business of manufacturing and selling crop nutrition.
• Meghmani Organics Limited (Transferee Company): Has a business area that includes manufacturing and selling of Crop protection and Pigments.

The proposed amalgamation is structured to simplify the overall group structure by fully integrating the operations and is considered advantageous for all stakeholders, including shareholders, employees, and creditors, by providing opportunities for cost reduction and better administration.

Financial Summary of Involved Entities​

The asset and turnover details for the companies as of December 31, 2025, are presented below:

Transaction Structure​

Regarding the financial mechanism of the merger, the entire share capital and securities of the Transferor Companies held by the Transferee Company are set to be cancelled without any further application or act. Since the Transferor Companies are wholly owned subsidiaries, no consideration is payable, meaning no share exchange ratio is applicable, nor is any issue of shares by Meghmani Organics Limited involved.

The shareholding pattern of Meghmani Organics Limited (Transferee Company) is expected to remain unchanged. Based on the shareholding pattern at the end of 31.12.2025, the structure is as follows:

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