On November 25, 2024, Paradeep Phosphates Limited (PPL) held a board meeting to review and approve changes to its ongoing merger process with Mangalore Chemicals & Fertilizers Limited (MCFL), in compliance with SEBI's Listing Regulations. The board made certain modifications to the merger scheme initially approved on February 7, 2024. The modifications are primarily aimed at addressing SEBI's observations communicated through the stock exchanges and ensuring full regulatory compliance.

Key Highlights of the Board's Decision:

1. Modification to Scheme:
   The board approved modifications to the Scheme of Arrangement under which MCFL (the transferor company) will merge with Paradeep Phosphates (the transferee company). These adjustments follow SEBI's recommendations to better align the scheme with regulatory expectations and requirements.

2. Financial Updates:

   • As of September 30, 2024, Paradeep Phosphates reported a paid-up capital of INR 814.78 crores (which rose to INR 815.21 crores following an allotment of 4,31,447 equity shares under the Employee Stock Option Plan).
   • The turnover for the first half of FY 2024 stood at INR 6221.27 crores, with a net profit of INR 233.79 crores.
   • MCFL, the transferor company, reported a turnover of INR 1590.44 crores for the same period, with a profit of INR 70.29 crores.

3. Shareholding Pattern:
   A notable change in the shareholding post-merger is the increase in promoter shareholding for Paradeep Phosphates. Pre-scheme, the promoters held 56.05% of the shares, which is expected to increase to 58.64% after the merger.

4. Valuation and Fairness Reports:
   Both valuation and fairness opinions were updated as of November 25, 2024. These reports confirm that the merger’s financial terms, including share exchanges and equity allotment, remain fair to the stakeholders.

5. Further Actions:
   The Transferor Company (MCFL) will cease to exist post-scheme effectiveness, with its shareholders receiving shares in Paradeep Phosphates as per the modified scheme. This process involves the transfer of 2.90 crore shares of MCFL to Paradeep Phosphates.

Compliance with SEBI's Guidelines

This modification follows SEBI's July 2023 circular on disclosures and merger procedures to ensure greater transparency and fairness in corporate transactions. The details of the modified scheme are also available on Paradeep Phosphates' official website for public access.

The board meeting, which began at 15:30 hours and concluded by 15:50 hours, is an essential step in facilitating the merger between Paradeep Phosphates and Mangalore Chemicals & Fertilizers, ensuring that all required updates are disclosed transparently to stakeholders.

About Paradeep Phosphates Limited
Paradeep Phosphates is one of the leading producers of phosphatic fertilizers in India. The company has been integral in India's agricultural sector, supplying a variety of high-quality fertilizers and other agrochemicals. With its large-scale production capabilities, Paradeep Phosphates continues to drive sustainable agricultural practices across the nation. The merger with Mangalore Chemicals & Fertilizers is a strategic move to consolidate resources and increase its market share in the fertilizer industry.

Investor Relations
As part of its ongoing commitment to transparency and shareholder value, Paradeep Phosphates will continue to share updates regarding this merger on its official platform. Investors and stakeholders are encouraged to visit the company’s website for further details and follow its latest developments.

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