The Board of Directors of GHCL Limited (NSEI:GHCL) announced the spin-off of textiles business on March 16, 2020. ln order to maximize value of all stakeholders, the Board of Directors of GHCL intends to transfer the textiles business of GHCL to the resulting company (to be incorporated as a wholly owned subsidiary of GHCL). The equity shares to be held by GHCL in the resulting company shall be cancelled. Hence, the resulting company's shareholding pattern will mirror the shareholding pattern of the demerged company upon effectiveness of the scheme. 1 equity share of the resulting company shall be issued for every 1 equity share of GHCL. The new shares of the resulting company to be issued and allotted to the shareholders of GHCL would be applied for listing on BSE Limited and National Stock Exchange of lndia Limited. The resulting company will be GHCL Textiles Limited. As on March 16, 2020, GHCL clarify that both the businesses inorganic chemicals business and textiles business will be separately listed companies after approval of scheme of arrangement by NCLT. It is further clarified that Textiles business will not be a subsidiary of inorganic chemicals business after the deal. The ratio for the issue of equity shares by the resulting company against the equity shares held by the shareholders in GHCL is based on the recommendations made in the Share Entitlement Report(s) dated March 16, 2020 issued by N S Kumar & Co., Chartered Accountants (affiliate of Transaction Square LLP) and Niranjan Kumar who is the registered valuer. In addition, the fairness opinion report confirmed that the share exchange ratio is fair to GHCL and the resulting company and their respective shareholders. Post spin-off, Textiles Business of the GHCL Limited will be acquired by Indo Count Industries Limited by way of Business Transfer Agreement. The record date of the transaction is April 8, 2023.

The turnover of textiles business for the year ending March 31, 2019 is INR 11.95 billion. Upon the Scheme becoming effective, all permanent employees of the Demerged Undertaking of the GHCL, in service as on the Effective Date shall be deemed to have become the employees of the Resulting Company with effect from the Appointed Date without any interruption in their service on the same terms and conditions of employment as were with the Demerged Company. The deal is subject to approval of shareholders and creditors of GHCL and GHCL Textiles and other regulatory approvals as may be required, Including those of the Stock Exchanges, SEBI and the National Company Law Tribunal(s), filing of the certified copies of the order of the NCLT sanctioning the Scheme, by the Demerged Company and the Resulting Company, under the applicable provisions of the Act with the Registrar of Companies, Gujarat. The deal has been approved by the Board of Directors of GHCL Limited on March 16, 2020. As of September 29, 2020, the transaction has been approved by the Competition Commission of India. The deal is subject to receipt of applicable regulatory approvals. As on November 19, 2020, BSE Limited and the National Stock Exchange of India Limited have issued their observation letters as required under Regulation 37 of the Listing Regulations with No adverse observation/ No-objection. The National Company Law Tribunal has pronounced the order on January 22, 2021, and directed to convene shareholders, secured creditors and unsecured creditors meeting on April 8, 2021. As of April 8, 2021, shareholders of GHCL and unsecured creditors approved the transaction. As on July 8, 2021, the secured creditors of GHCL approved the demerger. As on March 3, 2022, NSE and BSE issued a no observation letter in respect of the transaction. As on March 24, 2022, CCI order dated March 15, 2022 in which CCI accorded its approval for the proposed Scheme of Arrangement involving demerger of Spinning Business Division of GHCL Limited to GHCL Textiles Limited. On July 14, 2022, GHCL Limited issued notice to its shareholders for general meeting to be held on August 18, 2022. On December 14, 2021, GHCL Limited filled application to NCLT and it was approved by NCLT on December 20, 2021. GHCL Limited updated that Hon'ble NCLT on December 20, 2022 heard the above matter and reserved its order. As of February 10, 2023, NCLT has been approved the transaction. Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated November 2, 2010, Trading members are hereby informed that the trading in the Equity Shares of the GHCL shall be transferred from ‘A' group to ‘T' group w.e.f. April 6, 2023, and the scrip shall be a part of Call Auction in Pre-open Session on April 6, 2023, subject to compliance with requisite formalities, the shares of Resulting Company i.e., GHCL Textiles Limited will be listed on BSE Limited.

Keynote Financial Services Limited acted as fairness opinion provider and N. S. Kumar & Co., Chartered Accountants as accountant for GHCL Limited.

The Board of Directors of GHCL Limited (NSEI:GHCL) completed the spin-off of textiles business on April 12, 2023. GHCL Textiles assumes all the assets and liabilities of the spinning business. To be listed on both NSE & BSE post regulatory approvals. GHCL and GHCL Textiles have filed Form INC 28 with the Registrar of Companies, Ahmedabad wherein the Companies have filed the certified copy of the formal order (Form No. CAA 7) of the Hon'ble National Company Law Tribunal (NCL T), Ahmedabad Bench, sanctioning the Scheme of Arrangement with the Registrar of Companies, Ahmedabad on April 1, 2023.