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March 10, 2023

National Stock Exchange of India Limited Listing Compliance Department Exchange Plaza Bandra – Kurla Complex Bandra East, Mumbai – 400 051 NSE Symbol: AMARAJABAT

BSE Limited

Corporate Relations Department Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai – 400 001 BSE SCRIP CODE: 500008

Dear Sir / Madam,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Ref: Notice of the Meeting of the Equity Shareholders of Amara Raja Batteries Limited to be convened pursuant to the directions of the Hon’ble National Company Law Tribunal, Bench at Amaravati (‘NCLT’)

Pursuant to the provisions of Regulation 30 of the SEBI Listing Regulations, in the matter of Scheme of Arrangement amongst Mangal Industries Limited (‘MIL’) and Amara Raja Batteries Limited (‘ARBL’ or the ‘Company’) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (‘Scheme’), our intimation dated February 28, 2023 and as directed by NCLT vide its order dated February 09, 2023 (“Order”), the meeting of Equity Shareholders is scheduled to be held on Wednesday, April 12, 2023 (“Meeting”).

We hereby enclose a copy of the Notice convening the meeting of the Equity Shareholders along with the Explanatory Statement and other annexures, hosted on the website of the Company at https://www.amararajabatteries.com/ and will also be available on the website of BSE and NSE at https://www.bseindia.com/ and https://www.nseindia.com/, respectively.

Date and time of the Meeting	Wednesday, April 12, 2023 at 12.30 p.m. (IST)
Venue of the Meeting	Auditorium situated at the registered office of the Company – Renigunta, Cuddapah Road, Karakambadi, Tirupati – 517520
Cut Off Date	Wednesday, April 5, 2023
Remote e-voting will commence on	Saturday, April 8, 2023 (9:00 A.M IST)
Remote e-voting will end on	Tuesday, April 11, 2023 (5:00 P.M IST)
E-Voting website and helpline number of NSDL	Website:https://www.evoting.nsdl.com/ Email ID :[email protected] Contact details: Mrs. Pallavi Mhatre at 022-24994890/ 040- 44334178/ 1800-222-990

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Equity Shareholders holding equity shares as on the Cut-off Date, will be entitled to exercise their right to vote on resolution contained in the Notice of the Meeting either through (i) remote e-voting system during the period or (ii) Ballot/Polling Paper at the venue of the meeting. The voting rights of Equity Shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the Cut-off Date.

Kindly take the same on record.

Thanking You

For Amara Raja Batteries Limited

Vikas Digitally signed by Vikas Sabharw Sabharwal Date: 2023.03.10 al 17:12:23 +05'30' Vikas Sabharwal Company Secretary

Encl: As above

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AMARA RAJA BATTERIES LIMITED

CIN : L31402AP1985PLC005305 Registered Office : Renigunta - Cuddapah Road, Karakambadi Tirupati, Andhra Pradesh - 517520

Tel : 91 (877) 2265000 | Fax : 91 (877) 2285600 E-mail: [email protected], Website: www.amararajabatteries.com

HON’BLE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF AMARA RAJA BATTERIES LIMITED

NOTICE TO THE EQUITY SHAREHOLDERS

		NOTICE TO THE EQUITY SHAREHOLDERS
Day	:	Wednesday
Date	:	April 12, 2023
Time	:	12:30 p.m. IST
Venue	:	Auditorium situated at the registered offce - Renigunta, Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520

REMOTE E-VOTING

REMOTE E-VOTING
Cut Off Date	Wednesday, April 5, 2023
Commencing on	Saturday, April 8, 2023, at 09:00 a.m., IST
Ending on	Tuesday, April 11, 2023, at 05:00 p.m., IST

INDEX

	INDEX
Sr. No.	Contents	Page No.
1	Notice of Meeting of the Equity Shareholders of Amara Raja Batteries Limited (“ARBL” or “Company”) convened as per the directions of the Hon’ble National Company Law Tribunal, Bench at Amaravati (“NCLT” / “Tribunal”).	5-13
2	Explanatory statement under Sections 230(3), 232 read with 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	14-31
3	Scheme of arrangement amongst the Company and Mangal Industries Limited (“MIL”), and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Act (“the Scheme”), enclosed asAnnexure 1.	32-66
4	Reports adopted by the board of directors of the Company and MIL pursuant to the provisions of Section 232(2)(c) of the Act, enclosed asAnnexure 2.1 & 2.2.	67-75
5	Pre-Scheme and Post-Scheme shareholding pattern of the Company, enclosed as Annexure 3.	76-78
6	Pre-Scheme and Post-Scheme shareholding pattern of MIL, enclosed asAnnexure 4.	79-81
7	Applicable Information of unlisted entity i.e MIL, in the format specifed for the Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, enclosed as Annexure 5.	82-92
8	Valuation Report dated September 26, 2022, and an addendum thereto dated October 4, 2022, issued jointly by Mr. Niranjan Kumar, Registered Valuer – Securities or Financial Assets (Registered Valuer Registration No. IBBI/RV/06/2018/10137) and Bansi S. Mehta Valuers LLP, Registered Valuer – Securities or Financial Assets (Registered Valuer Registration No. IBBI/RV-E/06/2022/172) (“Valuation Report”), enclosed asAnnexure 6.	93-111
9	Fairness Opinion dated September 26, 2022, issued by Kotak Mahindra Capital Company Limited, an Independent SEBI registered Category I Merchant Banker (SEBI Registration No. INM000008704) (“Fairness Opinion”) on the Share Entitlement Ratio as recommended in the Valuation Report, enclosed asAnnexure 7.	112-116
10	Observation Letter dated January 02, 2023, issued by National Stock Exchange of India Limited (“NSE”) to the Company, enclosed asAnnexure 8.	117-119
11	Observation Letter dated January 03, 2023, issued by BSE Limited (“BSE”) to the Company, enclosed asAnnexure 9.	120-122
12	Complaints Report dated November 04, 2022, submitted by the Company to NSE, enclosed asAnnexure 10.	123-124

Notice of Shareholders Meeting

Sr. No.	Contents	Page No.
13	Complaints Report dated October 31, 2022, submitted by the Company to BSE, enclosed asAnnexure 11.	125-126
14	Audited standalone fnancial statements of the Company and MIL as on March 31, 2022, enclosed asAnnexure 12.1 & 12.2	127-135
15	Audited consolidated fnancial statements of the Company as on March 31, 2022, enclosed asAnnexure 13*	136-140
16	Audited standalone fnancial statements of MIL as on December 31, 2022, enclosed as Annexure 14.	141-164
17	Consolidated and standalone unaudited fnancial results (limited reviewed) for the quarter ended December 31, 2022, of the Company asAnnexure 15.	165-169
18	Certifcates from the respective statutory auditors of the Company and MIL to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act, enclosed asAnnexure 16.1 & 16.2.	170-182
19	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors, enclosed asAnnexure 17.	183-188
20	Proxy Form	189
21	Attendance Slip	193
22	Route map for the venue of the Meeting	194

*For brevity, audit report, the schedules and notes to the financial statements have not been annexed. However, the complete financial statements of the Company as at March 31, 2022, are set out in the Annual Report of the Company for FY202122 available on the website of the Company at https://www.amararajabatteries.com/Files/AnnualGeneralMeetingFiles/2022/ - ARBL_Annual%20Report%202021 22%20single.pdf and that of Mangal Industries Limited as at March 31, 2022, are set out in the Annual Report for FY2021-22 available on the website of MIL at https://www.mangalindustries.com/annual_reports/ - MangalIndustriesAR_2021 22.pdf

AMARA RAJA BATTERIES LIMITED

Form No. CAA 2 (Pursuant to Section 230 (3) of the Companies Act, 2013 and Rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

BENCH AT AMARAVATI COMPANY APPLICATION NO. CA (CAA) No. 2 /230/AMR/2023 In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 – 232 and other applicable provisions of the Companies Act, 2013

And

In the matter of the Scheme of Arrangement Amongst Mangal Industries Limited (the ‘Demerged Company’)

And

Amara Raja Batteries Limited (the ‘Resulting Company’)

And

Their respective Shareholders and Creditors

Amara Raja Batteries Limited (CIN: …Second Applicant Company / Resulting Company L31402AP1985PLC005305), a public limited company, incorporated under the Companies Act, 1956, having its registered office at Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520

Notice of Shareholders Meeting

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF AMARA RAJA BATTERIES LIMITED

To,

All the Equity Shareholders of Amara Raja Batteries Limited (“ Resulting Company ”).

NOTICE is hereby given that by an order pronounced on Thursday, February 09, 2023 (the “ Order ”) in the abovementioned Company Application, the NCLT Bench at Amaravati has directed a meeting to be convened and held of the Equity Shareholders of Amara Raja Batteries Limited (“ Company ” or “ ARBL ” or “ Resulting Company ”), for the purpose of considering, and if thought fit, approving the scheme of arrangement amongst the Company and Mangal Industries Limited (“ MIL” or ” Demerged Company ”) and their respective Shareholders and Creditors, under Sections 230 to 232 and other applicable provisions of Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ Companies Act ” or the “ Act ”) (the “ Scheme of Arrangement ” or the “ Scheme ”)

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of Equity Shareholders of the Company will be held at the Auditorium situated at the registered office of the Company - Renigunta, Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520 on Wednesday, April 12, 2023, at 12:30 p.m. IST or any adjourned dates thereof, for the purpose of considering, and if thought fit, approving the proposed Scheme (“ Tribunal Convened Shareholders Meeting ” or “ Meeting ”) by passing the following Resolutions.

“RESOLVED THAT pursuant to the provisions of Sections 230-232 the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ Arrangement Rules ”) and other applicable rules and regulations made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, and subject to the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to requisite approval of jurisdictional National Company Law Tribunal ( ‘NCLT’/‘Tribunal’ ), and subject to applicable provisions of the Securities and Exchange Board of India ( ‘SEBI’ ) Act, 1992 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘SEBI Listing Regulations’ ),and subject to such other approvals and permissions and sanctions from other regulatory or government bodies / tribunals or institutions as may be applicable, and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (‘hereinafter referred to as “ Board”, which term shall be deemed to mean and include one or more Committee(s) constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution’), and subject to the approval of the Unsecured Creditors of the Company, the demerger embodied in the Scheme of Arrangement amongst Mangal Industries Limited (“ MIL” or ” Demerged Company ”) and Amara Raja Batteries Limited (“ ARBL ” or “ Resulting Company ”), and their respective Shareholders and Creditors (‘ Scheme ’) placed before this Meeting, be and is hereby approved by the Equity Shareholders of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and for removal of any difficulties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem desirable, necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and/or making such adjustments in the books of accounts, transfer/vesting of such assets and liabilities as considered necessary to give effect to the above resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to make modifications, amendments, revisions, edits and all other actions as may be required to finalise the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the NCLT while sanctioning the Scheme, or by any governmental authorities, to do and perform and to authorize the performance of all such acts and deeds which are necessary or advisable for the implementation of the Scheme and upon the sanction of the Scheme by, amongst others, the NCLT and/or SEBI and/or any other regulatory/Government authorities, to implement and to make the Scheme effective, without any further approval of the Board or to approve withdrawal (and where applicable, refiling) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder and/or creditor of the Company, the SEBI, the NCLT, and/or any other authority, are in its view not acceptable to the Company, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto, to approve and authorize execution of any agreements, deeds, documents, declarations, affidavits, writings, etc. (including any alterations or modifications in the documents executed or to be executed), whether or not under the Common Seal of the Company, as may be required from time to time in connection with the Scheme.”

TAKE FURTHER NOTICE THAT Equity Shareholders may attend and vote at the said Meeting in person or by proxy provided that the prescribed form of proxy (as annexed to this notice), duly signed by you, is deposited at the registered office of the

AMARA RAJA BATTERIES LIMITED

Resulting Company at Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520, India, not later than 48 (forty eight) hours before the time fixed for the aforesaid Meeting. The form of proxy, if required, can be obtained free of charge from the registered office of the Resulting Company or can be downloaded from the website of the Resulting Company.

TAKE FURTHER NOTICE THAT that in compliance with the provisions of: (i) Section 230 read with Sections 108 of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (v) Master Circular No. SEBI/ HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 including its amendments issued by the Securities and Exchange Board of India (referred to as ‘SEBI Circular’), the Resulting Company has provided the facility of voting by remote e-voting so as to enable the Equity Shareholders, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by Equity Shareholders of the Resulting Company to the Scheme shall be carried out through (i) remote e-voting system during the period commencing from 9:00 a.m. IST on Saturday, April 8, 2023, and ending at 5:00 p.m. IST on Tuesday, April 11, 2023. The voting rights of Equity Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on Wednesday, April 5, 2023, being the cut-off date (“Cut-off Date”). or (ii) ballot / polling paper as arranged by the Resulting Company at the venue of the Meeting to be held on April 12, 2023. The Equity Shareholders may refer to the notes of this Notice for further details on remote e-voting or voting by ballot / polling paper at the venue of the Meeting.

In compliance with the Order , the notice of this Meeting, together with the documents accompanying the same, is being sent through electronic mode to those Equity Shareholders of the Company whose e-mail addresses are registered with the Company/ Depositories, and by registered post or speed post or courier or hand delivery to the Equity Shareholders of the Company whose email addresses are not registered with the Company / Depositories. A copy of this Notice and the accompanying documents will be hosted on the website of the Company at https://www.amararajabatteries.com/ and will also be available on the website of NSE and BSE at https://www.bseindia.com/ and https://www.nseindia.com/, respectively.

A copy of the Scheme and of the Explanatory Statement, under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of charge, between 9:00 a.m. to 6:00 p.m. on any day (except Saturday, Sunday and public holidays) upto one day prior to the date of the Meeting from the registered office of the Company at Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520, India or by sending a request, along with details of your shareholding in the Company, by e-mail at [email protected].

The Hon’ble Tribunal has appointed Mr. M. Parameswara Reddy, Advocate, to be the Chairperson and Mr. Sivarama Prasad Gudipati, PCS to be Scrutinizer (C.P No. 26315), of the said Meeting, including for any adjournment(s) thereof.

In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the Equity Shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the Equity Shareholders of the Company, voting through remote e-voting and ballot / polling paper facility made available during the Meeting.

Further, in accordance with the SEBI Circular, the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the aforesaid resolution for approval of the Scheme are more than the number of votes cast by the public shareholders against it.

The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval by the Hon’ble National Company Law Tribunal, Bench at Amaravati.

Dated at this March 6, 2023 Place : Hyderabad

Sd/- M. Parameswara Reddy Chairperson appointed for the Meeting

Registered Office:

Amara Raja Batteries Limited

CIN: L31402AP1985PLC005305 Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh – 517520 Tel: 91 (877) 226 5000 | Fax: 91 (877) 228 5600 E-mail: [email protected] Website: www.amararajabatteries.com

Notice of Shareholders Meeting

Notes:

The statement pursuant to Sections 230(3), 232(1), 232(2) and 102, any other applicable provisions of the Act, the rules made thereunder, SEBI Listing Regulations stating all material facts and the reasons thereof for the proposed resolution, forming part of this Notice, is annexed herewith.
A MEMBER / EQUITY SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY / PROXIES NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
Form of Proxy is annexed to this Notice and can also be obtained from the registered office or downloaded from the website of the Company.
As per Section 105 of the Companies Act, 2013 and rules made thereunder, a person can act as proxy on behalf of the Equity Shareholders not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. Further, an Equity Shareholder holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder.
All alterations made in the Form of Proxy should be initialled.
The Notice is being sent to the Equity Shareholders whose names appear on the Register of Members /List of Beneficial Owners (as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)) as on Friday, March 3, 2023 (being the date decided to ascertain the list of shareholders to whom the notices will be sent). The Notice is being sent by email to Equity Shareholders who have registered their email IDs, for receipt of documents in electronic form, with their Depository Participants or the Company. For members whose email IDs are not registered, physical copies of the Notice are being sent by registered post or speed post or courier or hand delivery. The Notice is also available on the Company’s website https://www.amararajabatteries.com/.
In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the Company has provided the facility to the Equity Shareholders to exercise their votes electronically (Remote e-voting). The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for facilitating remote e-voting for the said Meeting. The instructions for remote e-voting are given under the section ‘The Instructions for Members for Remote E-Voting’ below.
Equity Shareholders holding equity shares as on Wednesday, April 5, 2023 (“Cut-off Date”), will be entitled to exercise their right to vote on the above resolution. The voting rights of Equity Shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the Cut-off Date.
The remote e-voting period commences on Saturday, April 8, 2023, at 09:00 a.m., IST and ends on Tuesday, April 11, 2023, at 05:00 p.m., IST. During this period, Equity Shareholders of the Company holding equity shares either in physical form or in dematerialized form, as on the Cut-off Date may record their ASSENT or DISSENT on the resolution(s) set out in this notice through remote e-voting. The remote e-voting module shall be disabled by NSDL for voting after Tuesday, April 11, 2023, at 05:00 p.m., IST. Once the vote on a resolution is cast by an Equity Shareholder, he or she will not be allowed to change it subsequently.
In case a person becomes a member of the Company after Friday, March 3, 2023, and is a member as on the Cut-off Date, such person may download the Notice of this meeting from https://www.amararajabatteries.com/.
In terms of the said Order, the quorum of the aforesaid Meeting of the equity shareholders shall be as prescribed under Section 103 of the Companies Act, 2013 present in person or through proxy.
The authorised representative of a Body Corporate or Foreign Institutional Investor (“FII”) or Foreign Portfolio Investor (“FPI”), which is a registered Equity Shareholder of the Company may attend and vote at the Meeting, provided a authority letter or power of attorney or a certified copy of the resolution passed by its board of directors or other governing body of such corporate authorising their representative(s) to attend and vote at the Meeting is sent to the Scrutinizer by e-mail at rp.gsivaramaprasad@ gmail.com or to the Company at [email protected] or deposited at the registered office of the Company not later than 48 hours before the scheduled time of the commencement of the Meeting.
In case of joint holders attending the Meeting, joint holder whose name stands first in the Register of Members, and in his / her absence, by the next named member of the Company in respect of such joint holding will be entitled to vote.

AMARA RAJA BATTERIES LIMITED

The Equity Shareholders can opt for only one mode of voting i.e. either through (i) Remote E-voting or (ii) Ballot / Polling Paper as arranged by the Company at the venue of the Meeting. In case members cast their votes by more than one means of voting, then voting will be counted in the following sequence of priority, namely, (i) Remote e-voting (ii) Ballot / Polling Paper as arranged at the venue of the Meeting, as may be applicable.
Equity Shareholders are requested to hand over the enclosed Attendance Slip (annexed to this notice), duly filled and signed in accordance with their specimen signature(s) registered with the Company / Depository for admission to the venue of the Meeting. Equity Shareholders who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification at the Meeting.
During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting, an Equity Shareholder would be entitled to inspect the proxies lodged at any time during the business hours of the Company.
The Notice convening the aforesaid Meeting will be published through advertisement in Business Line edition in the English language and Eenadu edition in the Telugu language.
It is clarified that casting of votes by remote e-voting does not disentitle an Equity Shareholder from attending the Meeting. Further, an Equity Shareholder cannot exercise his/her vote by proxy on remote e-voting.
As directed by the Tribunal, Mr. Sivaram Prasad Gudipati, PCS (C.P. No. 26315) has been appointed as the scrutinizer for the said Meeting of the Equity Shareholders for conducting the voting through (i) remote e-voting or (ii) ballot / polling paper as arranged by the Company at the venue of the Meeting.
The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favour and against the resolution and invalid votes, if any and submit the same to the chairperson of the Meeting or a person authorized by chairperson in writing who shall countersign the same.
The result of the voting shall be announced by the chairperson of the Meeting, or a person authorized by the chairperson within 2 (two) working days from the conclusion of the Meeting upon receipt of the Scrutinizer’s report. The results declared, along with the Scrutinizer’s report, shall be displayed at the notice board of registered office of the Company and hosted on the Company’s website at: https://www.amararajabatteries.com/ and on the website of NSDL at https://evoting.nsdl.com/ immediately after the result is declared. The Company shall also simultaneously forward the results along with the scrutinizer’s report to BSE Limited and National Stock Exchange of India Limited, the stock exchanges where the Company’s equity shares are listed.
Subject to the receipt of requisite majority of votes in favour of the Scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on Wednesday, April 12, 2023.
The material documents, referred to in the Explanatory Statement will be available for inspection at the registered office of the Company during working hours on all working days from the date of this Notice upto the date of the Meeting.
Pursuant to the applicable provisions of the Act and Rules framed thereunder and the SEBI Listing Regulations, the Company can serve notices, annual reports and other communication through electronic mode to those Members who have registered their e-mail addresses either with the Depository Participant(s) or the Company. For members whose email IDs are not registered, physical copies of the Notice are being sent by by registered post or speed post or courier or hand delivery. The Notice is also available on the Company’s website https://www.amararajabatteries.com/. Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to provide their email addresses to RTA sending an e-mail at [email protected] or to the Company at [email protected].
In case of any query/grievance in connection with the remote e-voting, members may contact (a). NSDL on [email protected] or at toll free no. 1800 1020 990 and 1800 22 44 30 (b). Ms. Pallavi Mhatre at [email protected]. by e-mail or the Company at [email protected].

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

In compliance with Regulation 44 of the SEBI Listing Regulations, Sections 108, 110 and other applicable provisions of the Companies Act, 2013 read with the related rules, the Company is pleased to provide remote e-voting facility to its members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to its members.

Notice of Shareholders Meeting

The remote e-voting period begins on commences on Saturday, April 8, 2023, at 09:00 a.m., IST and ends on Tuesday, April 11, 2023, at 05:00 p.m., IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, April 5, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, April 5, 2023.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https:// eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

AMARA RAJA BATTERIES LIMITED

Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww. cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Notice of Shareholders Meeting

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) Your User ID is: or Physical 8 Character DP ID followed by 8 Digit Client ID a) For Members who hold shares in demat account with For example if your DP ID is IN300 and Client ID is NSDL. 12 then your user ID is IN30012**. 16 Digit Beneficiary ID b) For Members who hold shares in demat account with For example if your Beneficiary ID is 12** then CDSL. your user ID is 12** EVEN Number followed by Folio Number registered with the company c) For Members holding shares in Physical Form. For example if folio number is 001 and EVEN is 123631 then user ID is 123631001**

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.

AMARA RAJA BATTERIES LIMITED

You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] . Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Sd/M. Parameswara Reddy Chairperson appointed for the Meeting

Dated at this March 6, 2023 Place: Hyderabad

Registered Office:

Amara Raja Batteries Limited CIN: L31402AP1985PLC005305 Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh – 517520 Tel: 91 (877) 226 5000 Fax: 91 (877) 228 5600 E-mail: [email protected] Website: www.amararajabatteries.com

Notice of Shareholders Meeting

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT AMARAVATI

COMPANY APPLICATION NO. CA (CAA) No. 2 /230/AMR/2023

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 – 232 and other applicable

provisions of the Companies Act, 2013

And

In the matter of the Scheme of Arrangement

Amongst

Mangal Industries Limited

(the ‘Demerged Company’)

And

Amara Raja Batteries Limited

(the ‘Resulting Company’) And

Their respective Shareholders and Creditors

Amara Raja Batteries Limited (CIN: L31402AP…Second Applicant Company/ Resulting Company 1985PLC005305), a public limited company, incorporated under the Companies Act, 1956, having its registered office at Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1), 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Pursuant to an order pronounced on Thursday, February 09, 2023 by the Hon’ble National Company Law Tribunal, Bench at Amaravati (“hereinafter referred to as “Order”) in the Company Application No. CA(CAA) No. 2 /230/AMR/2023, a meeting of the Equity Shareholders of Amara Raja Batteries Limited (the “Company” or “Resulting Company” or “ARBL”) is being convened for the purpose of considering, and if thought fit, approving the scheme of arrangement amongst the Company and Mangal Industries Limited (“Demerged Company” or “MIL”) and their respective Shareholders and Creditors, under Sections 230 to 232, and other applicable provisions of the Companies Act, 2013 (“Act”). The Company and MIL are together referred to as the “Companies”. This is a statement accompanying the notice for the Meeting as required under the Act. The Meeting is being convened as per the details given below:

Day	Wednesday
Date	April 12, 2023
Time	12:30 p.m. IST
Location	Autroium situated at the registered offce - Renigunta, Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh-517520

A copy of the Scheme which has been, inter alia, approved by the audit committee and the board of directors of the Companies at their respective meetings held on September 26, 2022, is enclosed as Annexure 1 . Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

AMARA RAJA BATTERIES LIMITED

The Scheme, inter alia, provides for the following:
a) the demerger, transfer and vesting of the Demerged Undertaking (as defined hereinafter) from the Demerged Company to Resulting Company; and
b) various other matters consequential or otherwise integrally connected therewith.

each in the manner as more particularly described in this Scheme.

The Equity Shareholders of the Company would be entitled to vote by remote e-voting prior to the Meeting or by ballot / polling paper as arranged at the venue of the Meeting.
In terms of the said Order, the quorum of the aforesaid Meeting of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013
The Hon’ble Tribunal has appointed Mr. M. Parameswara Reddy, Advocate, to be the Chairperson of the said Meeting including for any adjournment(s) thereof.
The Company and Demerged Company have filed the Scheme in Form No. GNL-1 with the Registrar of Companies, Vijayawada, Andhra Pradesh.

8. Details as per Rule 6(3) of the Arrangement Rules

(i) Details of the Order directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this explanatory statement for date of the Order and the date, time and venue of the Tribunal Convened Shareholders Meeting.

(ii) Details of the Companies:

Amara Raja Batteries Limited

(a) Date of Incorporation: February 13, 1985
(b) Corporate Identification Number: L31402AP1985PLC005305
(c) Permanent Account Number: AABCA9264E
(d) Type of Company: Listed Public Limited Company
(e) Registered Office: Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520, India.
(f) Email Address: [email protected]
(g) Name of the stock exchange(s) where securities of the Company are listed: Equity shares of the Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”).

Mangal Industries Limited

(a) Date of Incorporation: November 9, 1990
(b) Corporate Identification Number: U15122AP1990PLC011932
(c) Permanent Account Number: AADCM5441K
(d) Type of Company: Public limited company
(e) Registered Office: Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520, India.
(f) Email Address: [email protected]
(g) Name of the stock exchange(s) where securities of the company are listed: Equity shares of the company are not listed on any recognised Stock Exchange

Notice of Shareholders Meeting

(iii) Other particulars of the Company as per Rule 6(3) of the Arrangement Rules:

Amara Raja Batteries Limited

a. Summary of the main objects as per the memorandum of association and main business carried on by the Company:

The objects for which the Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III(A) of the Memorandum of Association are, inter alia , reproduced hereunder

(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION.

‘‘1. To carry on the business of Manufacturers, Producers, Assemblers, Dealers, Importers, Exporters, Stockists, Distributors, Agents or otherwise deal in Storage Batteries used in Industries, Railways, Posts & Telegraphs, Navigation, Ships, Army Tanks, Mining, Power Plants, Automobiles and for any other Industrial, Commercial or Domestic Purposes.
To carry on the business of Manufacturers, Producers, Assemblers, Dealers, Importers, Exporters, Stockists, Distributors, Agents or otherwise deal in manufacture of Dry Batteries, Button Batteries, Battery Plates, Battery Separators, Battery Containers, Cells Lids and any other Battery Components.
To undertake, take up, carry on, engage, either alone or jointly, into the business of manufacturing, processing, assembling, trading, marketing, repairing and distribution, deal in all kind of materials, equipment for use in all kind of applications in market segments such as e-mobility, automotive, domestic, commercial, industrial, or for any other purposes and the matters ancillary thereto, including but not limited to energy storage & management products and technologies, Lead Acid Batteries, lithium cells; aluminum fuel cells, or fuel cells (“battery cells”); or such other chemistries and components of battery cells; and batteries packs composed of such battery cells including module making & other systems; electric vehicles; power conversion and evacuation systems etc.; integrated power systems; mobility solutions; battery swapping stations; power/energy management system; public or private charging network; chargers, invertors, capacitors; solar energy cells, including PV cells and modules or such other alternative energy generating devices and parts thereof. [Inserted on August 14, 2021]
To undertake, take up, carry on, engage, either alone or jointly, into the business of manufacturing, remanufacturing, processing, assembling, trading, marketing, repairing, distilling, refining, treating, storage, export, import, recycling, dealing and distribution in all kind of materials, automotive parts, automotive spares, automotive components, automotive equipment’s, automotive accessories, automotive aftermarket products, automotive solutions, lubricants, oils and any other allied products/services/solutions in market segments such as e-mobility, automotive, domestic, commercial, industrial, or for any other purposes and the matters ancillary thereto. [Inserted on September 25, 2022]”

(b) Details of change of name, registered office and objects of the Company during the last five years:

(A) Change of Name: There is no change of name during the last five years.
(B) Change of Registered Office: There is no change of registered office during the last five years.
(C) Change of objects: Objects inserted during last five year:

Inserted on August 14, 2021

To undertake, take up, carry on, engage, either alone or jointly, into the business of manufacturing, processing, assembling, trading, marketing, repairing and distribution, deal in all kind of materials, equipment for use in all kind of applications in market segments such as e-mobility, automotive, domestic, commercial, industrial, or for any other purposes and the matters ancillary thereto, including but not limited to energy storage & management products and technologies, Lead Acid Batteries, lithium cells; aluminum fuel cells, or fuel cells (“battery cells”); or such other chemistries and components of battery cells; and batteries packs composed

AMARA RAJA BATTERIES LIMITED

of such battery cells including module making & other systems; electric vehicles; power conversion and evacuation systems etc.; integrated power systems; mobility solutions; battery swapping stations; power/ energy management system; public or private charging network; chargers, invertors, capacitors; solar energy cells, including PV cells and modules or such other alternative energy generating devices and parts thereof.

Inserted on September 25, 2022

To undertake, take up, carry on, engage, either alone or jointly, into the business of manufacturing, remanufacturing, processing, assembling, trading, marketing, repairing, distilling, refining, treating, storage, export, import, recycling, dealing and distribution in all kind of materials, automotive parts, automotive spares, automotive components, automotive equipment’s, automotive accessories, automotive aftermarket products, automotive solutions, lubricants, oils and any other allied products/services/solutions in market segments such as e-mobility, automotive, domestic, commercial, industrial, or for any other purposes and the matters ancillary thereto.

(c) Details of the capital structure of the Company including authorized, issued, subscribed and paid-up share capital:
(A) The share capital structure of the Company as on March 31, 2022, is as under:

The share capital structure of the Company as on March 31, 2022, is as under:
Particulars	Amount(in INR)
Authorized Share Capital
20,00,00,000 EquityShares of Re. 1/- each	20,00,00,000
Total	20,00,00,000
Issued Share Capital
17,50,28,500 EquityShares of Re. 1/- each	17,50,28,500
Total	17,50,28,500
Subscribed and Paid-up Share Capital
17,08,12,500 EquityShares of Re. 1/- each	17,08,12,500
Total	17,08,12,500

(B) Subsequent to the above date and till the date of filing the Scheme, there has been no change in the issued, subscribed and paid-up capital of the Company.
(C) The expected post-Scheme capital structure of the Company will be as follows

The expected post-Scheme capital structure of the Company will be as follows
Particulars	Amount(in INR)
Authorized Share Capital
20,00,00,000 EquityShares of Re. 1/- each	20,00,00,000
Total	20,00,00,000
Issued Share Capital
18,72,41,364 EquityShares of Re. 1/- each	18,72,41,364
Total	18,72,41,364
Subscribed and Paid-up Share Capital
18,30,25,364 EquityShares of Re. 1/- each	18,30,25,364
Total	18,30,25,364

Notice of Shareholders Meeting

(d) Details of the promoters and directors of the Company along with their addresses:
(A) The details of the promoters of the Company are as follows:

Sr. No.	Name of Promoter	Address
1.	Dr. Ramachandra N Galla	Giridrushya Renigunta-Cuddapah Road, Karakambadi, Andhra Pradesh-517520
2.	Mrs. Amara Kumari Galla	Giridrushya Amararaja Complex Karakambadi, Andhra Pradesh 517501
3.	Mr. Jayadev Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet, Telangana-500033
4.	Mrs. Padmavathi Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet, Telangana-500033
5.	Mr. Ashok Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet, Telangana-500033
6.	Mr. Siddharth Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet, Telangana-500033
7.	Dr. Ramadevi Gourineni	Giridrusya Amara Raja Batteries Limited, Karakambadi, Andhra Pradesh-517520
8.	Dr. G V Ramakrishna Vara Prasad	Giridrushya, Amararaja Batteries, Renigunta, Karakambadi (Rural), Chittoor, Andhra Pradesh-517520
9.	Mr. Harshavardhana Gourineni	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet, Telangana-500033
10.	Mr. Vikramadithya Gourineni	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet, Telangana-500033
11.	RNGalla Family Private Limited	Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh-517520, India.
12.	Mangal Industries Limited	Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh-517520, India.

(B) The details of the directors of the Company are as follows:

Sr. No.	Name of Director	Designation	Residential Address
1.	Mr. Jayadev Galla	Chairman & Managing Director	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet,Telangana - 500033
2.	Mr. Harshavardhana Gourineni	Executive Director	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet,Telangana - 500033
3.	Mr. Vikramadithya Gourineni	Executive Director	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills, Shaikpet,Telangana - 500033
4.	Mr. N Sri Vishnu Raju	Independent Director	Plot No. 616, Road No.33 Jubilee Hills, Telangana - 500033
5.	Mr. T R Narayanaswamy	Independent Director	12/34,Expressions Apartments 3,4 th Floor Abm Avenue, Raja Annamalaipuram,Tamil Nadu - 600028
6.	Ms. Bhairavi Tushar Jani	Independent Director	10-Ramnivas Sion Koliwada, Sion (East),Mumbai,Maharashtra - 400022
7.	Mr. Annush Ramasamy	Independent Director	Old No 137, New No 193-A Race Course,Tamil Nadu - 641018

AMARA RAJA BATTERIES LIMITED

(e) The date of the board meeting of the Company at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The board of directors of the Company approved the Scheme at their meeting dated September 26, 2022. Details of the manner in which the directors of the Company voted at this meeting are as follows:

Sr. No.	Name of Director	Voted in favour/ against/ abstained or Absent
1.	Mr. Jayadev Galla	In favour
2.	Mr. Harshavardhana Gourineni	In favour
3.	Mr. Vikramadithya Gourineni	In favour
4.	Mr. N Sri Vishnu Raju	In favour
5.	Mr. T R Narayanaswamy	Absent
6.	Ms. Bhairavi Tushar Jani	In favour
7.	Mr. Annush Ramasamy	In favour

(f) As on September 30,2022, the Company has no secured creditors. The Company has 1,081 unsecured creditors and amount due to such unsecured creditors is INR 6,61,51,69,051/- (Rupees Six Hundred and Sixty One Crores, Fifty One Lakhs, Sixty Nine Thousand and Fifty One Only).
(g) None of the directors, the Key Managerial Personnel (as defined under the Act) of the Company and their respective Relatives (as defined under the Act) have any material interests on which the Scheme has an effect, except to the extent of their respective shareholding in the Company and MIL, if any, and/or to the extent the said directors / Key Managerial Personnel are common directors of the Company and MIL (as applicable), if any. The composition of the board of directors of the Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations, Memorandum of Association and Articles of Association of the Company.
(h) None of the directors and Key Managerial Personnel of the Company hold shares as on September 30, 2022, in the Company and MIL except for details provided below:

Sr. No.	Name	Designation in the Company	No. of shares held in the Company	No. of shares held in MIL
1	Mr. Jayadev Galla	Chairman and Managing Director	NIL	1*
2	Mr. Harshavardhana Gourineni	Executive Director	NIL	1*
3	Mr. Vikramadithya Gourineni	Executive Director	NIL	1*

*Share of MIL held in the capacity of Nominee Shareholders of RNGalla Family Private Limited

(i) Disclosure about the effect of the Scheme on the various stakeholders of the Company:

Sr. No.	Category of stakeholder	Effect of the Scheme on the stakeholders
1	Shareholders	The effect of the Scheme on the shareholders, promoters, non- promoter shareholders, and key managerial personnel of the Company has been set out in the report adopted by the board of directors of Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached as Annexure 2.1 to this Statement.
2	Promoters
3	Non-Promoter Shareholders
4	Key Managerial Personnel
5	Creditors	All the liabilities of the Demerged Undertaking, immediately before the demerger, shall become the liabilities of the Resulting Company, by virtue of the arrangement, with effect from the Appointed Date. The present Scheme inter alia includes the arrangement amongst the Company and the Demerged Company and is in no manner prejudicial to the interests of the creditors of the Resulting Company.

Notice of Shareholders Meeting

Sr. No.	Category of stakeholder	Effect of the Scheme on the stakeholders
6	Directors	The Scheme will have no effect on the existing Directors of the Company. The composition of the board of directors of the Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations, Memorandum of Association and Articles of Association of the Company.
7	Depositors	There are no depositors. Hence this is not applicable.
8	Debenture holders	There are no debenture holders in the Company. Hence this is not applicable.
9	Debenture trustee	There are no deposit trustee or debenture trustee in the Company. Hence this is not applicable.
10	Employees	There will be no adverse effect of the Scheme on the employees of the Company.

(b) There are no investigation or proceedings instituted or pending against the Company under the Act (as per Rule 6(3)(viii) of the Arrangement Rules). Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, against the Company, its promoters and directors are set out in Annexure 17.
(iv) Other particulars of the Companies as per Rule 6(3) of the Arrangement Rules:

Mangal Industries Limited

(a) Summary of the main objects as per the Memorandum of Association and main business carried on by MIL:

The objects for which the Demerged Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III(A) of the Memorandum of Association are as hereunder

(A) MAIN OBJECTS OF THE DEMERGED COMPANY ARE:

“1. To carry on the business of manufacturers, producers, assemblers, dealers, importers, exporters, stockists, distributors, agents or otherwise deal in storage batteries used in industries, railways, posts & telegraphs, navigation, ships army tanks, mining, power plants, automobiles and for any other industrial, commercial, or domestic purposes.

2. To carry on the business of manufacturers, producers, assemblers, dealers, importers, exporters, stockists, distributors, agents or otherwise deal in manufacture of dry batteries, button batteries, battery plates, battery separators, battery containers, cells, lids and battery components.

3. To carry on the business of manufacturers, producers, assemblers, dealers, importers, exporters, stockists, distributors, agents or otherwise deal in manufacture of items such as Voltage Regulators, laminations for transformers, U.P.S systems, chargers, Invertors, and other related electrical equipment, sheet metal combiners for storage and office equipment, lead and plastic parts for Storage Batteries, galvanization of metal parts.

4. To carry on the business of manufacturer of items containing battery as main component like Trickle Chargers, Battery Chargers, Emergency lighting systems, Uninterruptable power systems etc., and all other Electronic systems and components.

5. To carry on the business of manufacturers, producers, assemblers, dealers, importers, exporters, stockists, distributors, agents, supplies, designers, fabricators, erectors of Uninterrupted Power Systems, Batteries, Battery Chargers, Transformers, Power Regulators, Starters, Transfer Switches, Protective Relays, Low and High Tension Switch Gears and other energy, Power Conservative systems and appliances. [Inserted on 21.09.2004]

6. To carry on the business of manufacturers, producers, dealers, importers, exporters, stockists, distributors, agents, suppliers of Electrical and Electronic Equipments used in the Engineering Chemical and other industries [Inserted on 21.09.2004]

AMARA RAJA BATTERIES LIMITED

7. To carry on the business of manufacturers, producers, assemblers, dealers, importers, exporters, stockists, distributors, agents or otherwise deal in manufacture of components and parts used as main components in systems like Uninterrupted Power Systems, Batteries, Battery Charges, Transformers, Power Regulators, Starters, Transfer Switches, Protective Relays, Low and High Tension Switch Gears and other energy, Power Conservative systems and appliances [inserted on 21.09.2004]

8. To carry on in India or elsewhere the business to manufacture, procure, process, draw, forge, develop, roll, re-roll, extrude, convent, make, design, cast, treat, job work, import, export, fabricate, cut, finish, electroplate, coat, insulate, clad, mould, or otherwise to deal in all shapes, sizes, variables, dimensions, specifications, descriptions, applications, and uses of fasteners, nuts, bolts, nails, rods, springs made of iron, steel, brass, aluminium copper, plastic, fiber or with the combination of any ferrous & non-ferrous material used in automobiles, industries, railways , ships, aircrafts, defence, power, transmission and construction purpose, and to do all acts and things necessary for the attainment of the foregoing objects [Inserted on 21.09.2004].

9. To carry on the business of manufacturers and to refinement, processing, preservation, dehydration, canning, bottling, freezing, packing and repacking of fruits and vegetable products, squashes, soup, syrups, juice and ice concentrates, nectars, jelly flavored, drinks, beverages, sarbate, pulp, purees, beans, cocktail ketchups, jams and murbas, pickles, sauces, slices, marmalade, health drinks and diet drinks and drinks, aerated, non-aerated minerals and artificial water drinks and provision of all kinds and every descriptions and to carry on the business of export, import, brokers, commission agents and dealers of food products of all kinds.[Inserted on 24.05.2012]

10. To carry on the business of manufacturers and act as agent, broker, exporter, importer, stockiest, dealers and to refinement, processing, preservation, dehydration, canning, bottling, packing and repacking of milk and milk products, milk powder, cream butter, ghee, facts, cheese, condensed milk, flavoured milk, ice creams, baby foods and sweet meets and provision of all kinds and every descriptions. [Inserted on 24.05.2012]

11. To carry on the business of manufacture, buy, sell, import, export, prepare for market and deal in food specialties such as processed foods, cereals, fruits and vegetables and canned, bottled or in any other consumable packing: deep frozen cooked and semi-cooked varieties of food, breakfast snacks, papads and instant foods, other food specialties, principally made out of corn, potatoes, cereals, grains, pulses and other edible articles, pickles and chutnies of all types, various types of seasoning and as such other types of edible consumable products basically suitable for daily home and outdoor consumption and food products marketed either in single, small or bulk packs. [Inserted on 24.05.2012]

12. To buy, sell, manufacture, import, export, prepare for market and deal in all types of confectioners, all types of sweets, chocolates, tamarind and tamarind pastes and its products groceries and provisions of all kinds, whether liquid or solid, tea, coffee, cooking, oils and green poppers. [Inserted on 24.05.2012]

13. To carry on in India or else where the business to manufacture, produce, process, prepare, disinfect, ferment ate, compound, mix, clean, wash , concentrate, crush, grind, segregate, pack, repack, add, remove, hear, grade, preserve, boil, sterilize, improve but, sell, resell, import, export, barter, transport, store, forward, distribute, dispose, develop, handle, manipulate, market, supply to act as agent, broker, representative, consultant, collaborator, adviser, stockiest, middleman, export house, job work or otherwise to deal in all types, descriptions, tastes, uses and packs of consumer food items, their by products, ingredients, derivatives, residues, packed foods, powders, pastes, extruded foods, dehydrated foods, precooked foods, protein foods, dietic products, strained baby foods, instant foods, cereal products, table delicacies and all other items whether natural artificial or synthetic of a character similar or analogous to the foregoing or connected therewith and to do all incidental acts and things necessary for the attainment of the foregoing objects. [Inserted on 24.05.2012].

14*. To manufacture, sell, purchase, import, export, service, deal in intermediaries, Chemicals, Pigments, dyestuffs, paints, sprays, coats, films, varnishes, solvents, colours their derivatives, by-products, coproducts and intermediaries thereof, compounds and chemical preparations, industrial, agricultural, medical, pharmaceuticals or otherwise, specifically protect from the solar heat and to act as their application providers. To carry on business as manufacturers, producers, prepares, processors of an dealers in construction chemicals, proofing chemicals, and to produce, refine, process, formulate mix or prepare, mine or otherwise

Notice of Shareholders Meeting

acquire, invest in, own, hold, use, sell, exchange, distribute, assign, transfer or otherwise dispose of, trade, deal in and deal with, import and export, any and all kinds of chemicals and other raw materials which are necessary for the manufacture of chemicals, mixtures and formulations and any and all classes and kinds of chemicals, raw materials, source materials, ingredients, mixtures, derivatives, compounds and accessories thereof and waterproofing applications, construction applications and construction renovation chemicals and application and specifically protects from the solar heat and to act as their application providers.

15*. To carry on in India or elsewhere the business to design, develop, manufacture, fabricate, convert, remodel, test, validate, display, supply, service, turn to account and to act as manufacturer, contractor, jobworker, dealer, trader, importer, exporter, broker, collaborator, consignor, agent or otherwise to deal in all specifications, capacities, shapes, sizes, varieties, colours, manufacturing of pumps, valves, kitchenware, sanitary ware, handles, laminations, Electrical appliances for T.V.(television) Cabinets, light and heavy automobile parts, electrical items, electrical candles, Computer parts, plastic furniture, vacuum flasks, woven sacks, polyethylene lined bags, pipes, bins, pallets, spray gun handles, monofilaments, films, bags, furnitures, containers, trays, fittings, home appliances, gift articles, sheets, packaging materials, components, accessories, sub-assemblies, industrial components, moulds, tools, punches, jigs and fixtures required for and used in injection moulding, blow moulding, compounding, sheet metal, processing, forging, die casting and other allied and auxiliary products made out of plastics through extrusion process, injection moulding, blow moulding, compounding, compressor moulding, vacuum forming, recycling, welding and machining, whether made of Plastic materials, PE(Poly Ehylene), PP (Poly Propylene) ,PPCP(Poly Proplyene Copolymer), HDPE( High density poly ethylene), LLDPE(Linear Low Density Poly ethylene), PVC (Poly vinyl chloride), HDPE( High density poly ethylene), PC (Poly carbonate), ABS ( Acrylo Nitrile Buta Diene styrene) , PCPBT (Poly carbonate and poly butylenes terephthalate), Nylon, engineering alloys, polymers, co-polymers, cellulosic plastic, and other allied materials with or without combinations of other rubber, ferrous or non-ferrous materials and to acquire engineering know-how, layouts, blue prints, technical and managerial information, operating data, manufacturing and to acquire or grant or licence and other rights and benefits in the forgoing matter and things and to render any kind of management and consultancy services.
16*. To carry on the business of manufacturing, customized development, trading and maintenance of various kinds of packaging, material handling, conveying and other industrial machines.

*(Altered vide special resolution passed by the shareholders at the Extra Ordinary General Meeting of the Company held on May 7, 2015). ”

(b) Details of change of name, registered office and objects of MIL during the last five years:

(A) Change of Name: There is no change of name during the last five years.
(B) Change of Registered Office: There is no change of registered office during the last five years.
(C) Change of objects: There has been no change in objects clause during the last five years.
(c) Details of the capital structure of MIL including authorized, issued, subscribed and paid up share capital:
(A) The authorized, issued, subscribed and paid-up share capital of the Demerged Company as on March 31, 2022, is as under

31, 2022, is as under
Particulars	amount (inr)
Authorized Share Capital
1,50,00,000 EquityShares of Rs. 10/- each	15,00,00,000
Total	15,00,00,000
Issued, Subscribed and Paid-up Share Capital
1,39,03,877 EquityShares of Rs. 10/- each	13,90,38,770
Total	13,90,38,770

(B) Subsequent to the above date and till the date of filing the Scheme, there has been no change in the issued, subscribed and paid-up capital of the Demerged Company

AMARA RAJA BATTERIES LIMITED

(d) Details of the promoters and directors of MIL along with their addresses:

(A) The details of the promoters of MIL are as follows:

S r . No.	Name of Promoter	Address
1.	Dr. Ramachandra N Galla	Giridrushya Renigunta-Cuddapah Road, Karakambadi, Andhra Pradesh - 517520
2.	Mrs. Amara Kumari Galla	Giridrushya Amararaja Complex Karakambadi, Andhra Pradesh 517501
3.	Mr. Jayadev Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
4.	Mrs. Padmavathi Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
5.	Mr. Ashok Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
6.	Mr. Siddharth Galla	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
7.	Dr. Ramadevi Gourineni	Giridrusya Amara Raja Batteries Limited, Karakambadi, Andhra Pradesh - 517520
8.	Dr. G V Ramakrishna Vara Prasad	Giridrushya, Amararaja Batteries, Renigunta, Karakambadi (Rural),Chittoor,Andhra Pradesh - 517520
9.	Mr. Harshavardhana Gourineni	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
10.	Mr. Vikramadithya Gourineni	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
11.	RNGalla Family Private Limited	Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh - 517520,India.

(B) The details of the directors of MIL are as follows:

Sr. No.	Name of Director	Designation	Residential Address
1	Mr. Jayadev Galla	Non-Executive Chairman	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
2	Mr. Ashok Galla	E x e c u t i v e Director	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
3	Mr. Harshavardhana Gourineni	Non-Executive Director	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
4	Mrs. Padmavathi Galla	Non-Executive Director	A-54, Road No.11, Film Nagar, Near Saibaba Temple, Jubilee Hills,Shaikpet,Telangana - 500033
5	Mr. Chemuduri Prasanth	Independent Director	Narayana Plot No. 10, Road No. 51, Silent Lake Valley, Greater Hyderabad,Hyderabad,Telangana - 500033
6	Mr. Balakrishna Murthy Iskapalli	Independent Director	12-2-417/10, Sarada Nagar Colony, Near Garden Palace Restaurant, Gudimalkapur, Mehdipatnam, Hyderabad,Telangana - 500067

(e) The date of the board meeting of MIL at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The board of directors of MIL approved the Scheme at their meeting dated September 26, 2022. Details of the manner in which the directors of MIL voted at this meeting are as follows:

Sr. No.	Name of Director	Voted in favour/ against/ abstained or Absent
1	Mr. Jayadev Galla	In favour
2	Mr. Ashok Galla	Absent

Notice of Shareholders Meeting

Sr. No.	Name of Director	Voted in favour/ against/ abstained or Absent
3	Mr. Harshavardhana Gourineni	In favour
4	Mrs. Padmavathi Galla	Absent
5	Mr. Chemuduri Prasanth	In favour
6	Mr. Balakrishna MurthyIskapalli	In favour

(f) As on September 30, 2022, the Demerged Company has 4 secured creditors amounting to INR 2,37,79,14,746 (Rupees Two Hundred and Thirty Seven Crores, Seventy Nine Lakhs, Fourteen Thousand, Seven Hundred and Forty Six Only) and it has 646 unsecured creditors and the amount due to such unsecured creditors is INR 1,54,67,98,859 (Rupees One Hundred and Fifty Four Crores, Sixty Seven Lakhs, Ninety Eight Thousand, Eight Hundred and Fifty Nine Only) are owed.
(g) None of the directors, the Key Managerial Personnel (as defined under the Act) of MIL and their respective Relatives (as defined under the Act) have any material interests on which the Scheme has an effect, except to the extent of their respective shareholding in the Company and MIL, if any, and/or to the extent the said directors / Key Managerial Personnel are common directors of the Company and MIL (as applicable), if any. The composition of the board of directors of MIL may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations, Memorandum of Association and Articles of Association of MIL
(h) None of the directors and Key Managerial Personnel of MIL hold shares as on September 30, 2022, in the Company and MIL except for details provided below:

Sr. No.	Name	Designation in MIL	No. of shares held in the Company	No. of shares held in MIL
1	Mr. Jayadev Galla	Non-Executive Director (Chairman)	NIL	1*
2	Mr. Ashok Galla	Executive Director	NIL	1*
3	Mr. Harshavardhana Gourineni	Non-Executive Director	NIL	1*

*Share of MIL held in the capacity of Nominee Shareholders of RNGalla Family Private Limited

(i) Disclosure about effect of the Scheme on the various stakeholders of MIL:

Sr. No.	Category of stakeholder	Effect of the Scheme on the stakeholders
1	Shareholders	The effect of the Scheme on the shareholders, promoters, non- promoter shareholders, and key managerial personnel of MIL is given in the report adopted by the board of directors of MIL pursuant to the provisions of Section 232(2)(c) of the Act which is attached as Annexure 2.2 to this Statement.
2	Promoters
3	Non-Promoter Shareholders
4	Key Managerial Personnel
5	Creditors	All the liabilities of the Demerged Undertaking, immediately before the arrangement, shall become the liabilities of the Resulting Company, by virtue of the demerger,with effect from the Appointed Date.
6	Directors	The Scheme will have no effect on the offce of the existing Directors of MIL. The composition of the board of directors of MIL may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations, Memorandum of Association and Articles of Association of MIL.
7	Depositors	There are no depositors. Hence this is not applicable.
8	Debenture holders	There are no debenture holders in the Demerged Company. Hence this is not applicable.
9	Debenture trustee	There are no deposit trustee or debenture trustee in the Demerged Company. Hence this is not applicable.

AMARA RAJA BATTERIES LIMITED

Sr. No.	Category of stakeholder	Effect of the Scheme on the stakeholders
10	Employees	Employees of the Demerged Undertaking who are in service immediately preceding the Effective Date shall, on and from the Effective Date, become and be engaged as, and be deemed to become and be engaged as, employees of the Resulting Company, without any break or interruption in service as a result of the transfer, and the Employees’ terms and conditions are on the whole, protected and not less favourable than those on which they are engaged by MIL, immediately precedingthe Effective Date.

(v) Other details regarding the Scheme required as per Rule 6(3) of the Arrangement Rules:

(a) Relationship between the Companies:

As on the date of approval of the Scheme by the Boards of the Companies, RNGalla Family Private Limited (Promoter), holds 28.06% of the share capital of the Company and holds 100% of the share capital of MIL.

The Boards of the Companies have common directors. Details of directorship of each of the Companies is provided above

(b) Appointed Date, Effective Date, Record Date and Consideration for the Scheme:

“Appointed Date” means April 01, 2022, or such other date as may be mutually agreed by the Board of Directors of MIL and ARBL and conveyed to the Jurisdictional Hon’ble National Company Law Tribunal in writing;

“Effective Date” means the last of the dates on which all the conditions and matters referred to in Clause 21 of the Scheme occur or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme. Any references in this Scheme to the “date of coming into effect of this Scheme” or “effectiveness of this Scheme” or “Scheme taking effect” shall mean the Effective Date;”

“Record Date” means a mutually agreed date to be fixed by the Board of Directors of the Demerged Company or a committee thereof duly authorized by the Board of Directors of Demerged Company for the purposes of determining the shareholders of the Demerged Company to whom shares would be issued and allotted in accordance with Clause 10.1 of the Scheme;

(c) Consideration for the Arrangement:

Upon the Scheme coming into effect and in consideration of the transfer and vesting of the Demerged Undertaking of Demerged Company with the Resulting Company pursuant to the Scheme and subject to the provisions of the Scheme, the Resulting Company shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis, to each shareholder of the Demerged Company, whose name is recorded in the register of members as Member including index of beneficial owners maintained by the Demerged Company as on the Record Date, as follows:

“65 (Sixty Five) equity shares of ARBL of INR 1/- each, fully paid-up for every 74 (Seventy Four) equity shares of MIL of INR 10/- each, fully paid-up” (“Share Entitlement Ratio”)

The equity shares of the Resulting Company to be issued to the shareholders of the Demerged Company in accordance with this clause 10.1 of the Scheme shall be hereinafter referred to as “New Equity Shares” .

(d) Summary of the Valuation Report and Fairness Opinion:

For the purposes of the Scheme, a report in relation to the Share Entitlement Ratio (hereinafter referred to as “Valuation Report” ) for issuance and allotment of shares of ARBL to the shareholders of MIL pursuant to and in consideration of the Arrangement, on September 26, 2022, was issued jointly by Mr. Niranjan Kumar, Registered Valuer - Securities or Financial Assets (Registered Valuer Registration No. IBBI/ RV/06/2018/10137) and Bansi S Mehta Valuers LLP, Registered Valuer – Securities or Financial Assets

Notice of Shareholders Meeting

(Registered Valuer Registration No. IBBI/RV-E/06/2022/172), describing, inter alia, the methodologies adopted by them in arriving at the Share Entitlement Ratio and setting out the detailed computation of the Share Entitlement Ratio for the proposed Arrangement. The Valuation Report has been enclosed as Annexure 6 . In the Valuation Report, the valuer has provided that upon the Scheme being effective and in consideration of transfer and vesting of the Demerged Undertaking (as defined under the Scheme) from MIL to ARBL in terms of the Scheme, ARBL shall issue and allot equity shares to the shareholders of MIL in accordance with the Share Entitlement Ratio i.e. 65 (Sixty Five) equity shares of ARBL of INR 1/- each, fully paid-up for every 74 (Seventy Four) equity shares of MIL of INR 10/- each, fully paid-up.

In compliance with Para (A)(2)(d) of Part I of Securities and Exchange Board of India ( “SEBI” ) Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020, as amended and updated by SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/ 0000000665 dated November 23, 2021 ( “SEBI Scheme Circular” ), a Fairness Opinion dated September 26, 2022, has been issued by Kotak Mahindra Capital Company Limited, an Independent SEBI registered Category I Merchant Banker (SEBI Registration No. INM000008704), ( “Fairness Opinion” ) providing its opinion on the fairness of the Share Entitlement Ratio as recommended in the Valuation Report. The Fairness Opinion has been enclosed as Annexure 7.

The recommendation of the Share Entitlement Ratio has been approved by the audit committee and board of directors the Company and the audit committee and the board of directors of MIL.

The Valuation Report and Fairness Opinion are enclosed herewith as Annexure 6 and Annexure 7 respectively and also available for inspection at the registered office or website of the Company at www. amararajabatteries.com.

(e) Details of capital restructuring:

There shall be no capital restructuring of the Companies pursuant to the Scheme.

(f) Details of debt restructuring:

There shall be no debt restructuring of the Companies pursuant to the Scheme.

(g) Rationale and benefits of the Scheme as perceived by the board of directors of the Company:

Rationale of the Scheme

The Company, since its incorporation, has focussed on manufacturing of lead-acid based batteries and had strategically outsourced a few important back-end operations / functions. One such major backend outsourced operations is manufacturing of plastic components for batteries, including that of plastic containers, jars, covers, small plastic parts, handles etc., to MIL.

MIL is engaged in various businesses such as Plastic Component for Battery Business, manufacturing of auto components (including fasteners, plastics, copper inserts / connectors and others), metal fabrication, storage solution, lead bushes and trading of various products, etc. The entire output generated from the Plastic Component for Battery Business is currently sold to the Company.

As the Company acquired substantial market share over a period of time in the lead acid-based battery business, the management of the Company has strategically decided to integrate the Plastic Component for Battery Business of MIL, with its core battery manufacturing operations.

Accordingly, pursuant to the Scheme, the Plastic Component for Battery Business will be demerged into the Company and MIL would continue to run and operate the Retained Business. The Scheme is being proposed with a view to simplify the existing operations between the two companies in order to increase efficiencies.

The implementation of this Scheme will result in the following benefits:

The backward integration is expected to enhance the Company’s control over the supply and inventory management of its raw materials. This would help with a unified approach on supply chain management and consequent synergies leading to optimization of resource utilisation, reduced operational, logistics,

AMARA RAJA BATTERIES LIMITED

supervisory and overhead / utilities costs, reduce duplication of administrative efforts and better procurement policies and prices, for the Company.

The Company is focussed on its sustainability initiatives and accordingly, is in the process of setting up battery recycling plant. Operations in this new plant are expected to generate plastic scrap which can be used to manufacture new battery containers and covers in the facilities of Demerged Undertaking, thereby stabilising the procurement process and adding further synergies in the combined business.

The proposed demerger is expected to enhance the Company’s margins and profitability, which would enhance value for all its stakeholders.

The management of MIL intends to increase its focus on the Retained Business i.e., business of manufacturing of auto components (including fasteners, plastics, copper inserts / connectors and others), metal fabrication, storage solution, lead bushes and trading of various products etc. Increased focus would help in improving MIL’s performance metrics leading to better value creation and growth of the Retained Business.

(h) The pre-scheme and post-scheme (Indicative) shareholding patterns of the Company and MIL, as applicable, are attached as Annexures 3 and 4, respectively.
(i) Details of availability of the documents for obtaining extracts from or making or obtaining copies:

Copies of the following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members of the Company, at the registered office of the Company between 9:00 a.m. to 6:00 p.m. on any day (except Saturday, Sunday and public holidays) upto one day prior to the date of the Meeting. An advance notice should be given by e-mail to the Company at investorservices@ amararaja.com, if it is desired to obtain copies of this notice from the registered office of the Company. Alternatively, a request for obtaining an electronic/soft copy of this notice may be made by writing an email to [email protected]. Additionally, a copy of the notice and explanatory statement will also be hosted on the website of the Company at www.amararajabatteries.com and will also be available on the website of NSE and BSE at https://www.bseindia.com/ and https://www.nseindia.com/

(A) Certified copy of the order passed by the NCLT in Company Application No. CA (CAA) No. 2 /230/ AMR/2023 pronounced on Thursday, February 09, 2023, directing the Company, to convene the respective Tribunal Convened Meetings;
(B) Copy of the Scheme;
(C) Copies of the latest audited financial statements of the Companies including consolidated financial statements, wherever applicable;
(D) Valuation Report dated September 26, 2022 and addendum dated October 4, 2022, issued jointly by Mr. Niranjan Kumar, Registered Valuer - Securities or Financial Assets (Registered Valuer Registration No. IBBI/RV/06/2018/10137) and Bansi S. Mehta Valuers LLP, Registered Valuer - Securities or Financial Assets (Registered Valuer Registration No. IBBI/RV-E/06/2022/172), describing, inter-alia, the methodologies adopted by them in arriving at the recommended Share Entitlement Ratio and setting out its detailed computation for the proposed Scheme.
(E) Fairness Opinion dated September 26, 2022, issued by Kotak Mahindra Capital Company Limited, an Independent SEBI registered Category I Merchant Banker (SEBI Registration No. INM000008704), providing its opinion on the fairness of the Share Entitlement Ratio as recommended in the Valuation Report.
(F) The certificates issued by the respective statutory auditors of the Companies to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act;
(G) Copy of the Audit Committee Report dated September 26, 2022, of the Company;
(H) Copy of the resolution passed by the board of directors of the Company dated September 26, 2022, approving the Scheme;

Notice of Shareholders Meeting

(I) Observation letters dated January 02, 2023, and January 03, 2023, issued by NSE and BSE respectively to the Company; and
(J) Copy of the report adopted by the board of directors of the Companies as per the provisions of Section 232(2)(c) of the Act.
(j) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:
(A) In terms of Regulation 37 of the SEBI Listing Regulations, NSE and BSE, by their respective letters, both dated January 02, 2023, and January 03, 2023, have issued their observations on the Scheme to the Company conveying their no adverse observations/no objection to the Scheme. Copy of the observation letters, as received from NSE and BSE respectively are enclosed as Annexures 8 and Annexure 9 , respectively.
(B) As required by the SEBI Scheme Circular, the Company has filed its Complaints Reports dated November 04, 2022, and October 31, 2022, with NSE and BSE. Copies of the complaints reports of NSE and BSE filed by the Company are enclosed as Annexure 10 and Annexure 11 , respectively.
(C) The Scheme was filed by the Companies with the Bench at Amaravati of the NCLT on January 19, 2023, and the NCLT has passed directions to convene Meeting(s) vide an Order pronounced on Thursday, February 09, 2023.
(D) The Scheme is subject to approval by the requisite majority of the shareholders and unsecured creditors of the Company and shareholders, secured creditors and unsecured creditors MIL in terms of the applicable provisions of the Act and the Arrangement Rules.
(E) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

(k) Brief background and salient features of the Scheme:

(A) The capitalised terms used herein below, shall have the meaning ascribed to such terms in the Scheme.
(B) The Scheme of Arrangement provides inter alia for:
i. the demerger, transfer and vesting of the Demerged Undertaking (as defined hereinafter) from the Demerged Company to Resulting Company; and
ii. various other matters consequential or otherwise integrally connected therewith;
(C) The relevant clauses of the Scheme are as under:
“1.3 “Appointed Date” means 1st April 2022, or such other date as may be mutually agreed by the Board of Directors of MIL and ARBL and conveyed to the Jurisdictional Hon’ble National Company Law Tribunal in writing; “
“1.9 “Effective Date” or “upon the Scheme becoming effective” or “upon coming into effect of this Scheme” means the last of the dates on which all the conditions and matters referred to in Clause 21 of the Scheme occur or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme. Any references in this Scheme to the “date of coming into effect of this Scheme” or “effectiveness of this Scheme” or “Scheme taking effect” shall mean the Effective Date;”
“1.8 “Demerged Undertaking” means all the businesses, undertakings, activities, operations and properties of the Demerged Company, of whatsoever nature and kind and wherever situated, exclusively related to or pertaining to the conduct of, or the activities of, the Plastic Component for Battery Business of the Demerged Company (which includes the ARGC Facility, HO Facility and Petamitta Facility) and shall include, without limitation the following as proposed to be transferred to the Resulting Company on a going concern basis:

AMARA RAJA BATTERIES LIMITED

a. Assets
i. all properties and assets of the PCB Business including all movable or immovable properties and assets, freehold, leasehold or licensed properties and assets including land granted by Appropriate Authority for business purposes, tenancy rights, hire purchase and lease arrangements, real or personal, corporeal or incorporeal or otherwise, present, future, contingent, tangible or intangible, furniture, fixtures, office equipment, appliances, accessories, vehicles, investments, stocks, sundry debtors, deposits, provisions, advances, recoverable, receivables, title, interest, cash and bank balances, bills of exchange, covenants, all earnest monies, security deposits, or other entitlements, funds, powers, authorities, licenses, registrations, quotas, allotments, consents, privileges, liberties, advantages, easements and all the rights, title, interests, goodwill, benefits, fiscal incentives, entitlement and advantages, contingent rights or benefits belonging to or in the ownership, power, possession or the control of or vested in or granted in favor of or held for the benefit of or enjoyed by the Demerged Company with respect to PCB Business;
ii. all rights in intellectual property (whether owned, licensed or otherwise, whether registered or unregistered) used in relation to the PCB Business including copyrights, trademark, trade names, service marks, brand names, design, trade secrets, logos, patents along with all rights of commercial nature, know-how and other intellectual property rights of every kind and description, whether registered or unregistered or pending registration, and the goodwill arising therefrom or intellectual rights of whatsoever nature and advantages of whatever nature in connection with the above;
iii. all current assets including inventories, sundry debtors, receivables, cash and bank accounts (including bank balances), fixed deposits, loans and advances, actionable claims, insurance claims, bills of exchanges and debit notes for the purpose of carrying on the PCB Business;
iv. all rights or benefits, benefits of any deposit, receivables, claims against any vendor or advances or deposits paid by or deemed to have been paid, financial assets, benefit of any bank guarantees, performance guarantees and letters of credit, hire purchase contracts, lending contracts, rights and benefits under any agreement, benefits of any security arrangements or under any guarantee, vehicles, guest houses, godowns, share of any joint assets and other facilities pertaining to PCB Business;
v. all rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangement of all kinds, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the company or in connection with or relating to the PCB Business;
vi. all permissions, approvals, consents, subsidies privileges, income Tax benefits and exemptions, accumulated tax losses, unabsorbed depreciation, indirect tax benefits and exemptions, all other rights, benefits and liabilities related thereto including licenses, powers and facilities of every kind, nature and description whatsoever, provisions and benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to PCB Business;
vii. all licenses, but not limited to licenses granted by any government, statutory or regulatory bodies for the purpose of carrying on the business or in connection therewith, approvals, authorizations, permissions including municipal permissions, consents,

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registrations including import registrations, certifications, no objection certificates, quotas including import quotas, rights, permits including import permits, exemptions, subsidies, incentives, Tax deferrals, credits (including cenvat credits, sales tax credits, good and service tax credits and income tax credits), privileges, advantages and all other rights and facilities of every kind, nature and description whatsoever for the purpose of carrying on the PCB Business;

viii. all application monies, advance monies, earnest monies and/ or security deposits paid or deemed to have been paid and payments against other entitlements with respect to PCB Business;
ix. all agreements, contracts, arrangements, understandings, engagements, deeds and instruments including lease/ license agreements, tenancy rights, equipment purchase agreements, master service agreements, loan license agreements, third party manufacturing agreements, insurance policies and other agreements with the customers, purchase and other agreements/ contracts with the supplier/manufacturer of goods/ service providers and all rights, title, interests, claims and benefits there under for the purpose of carrying on the PCB Business; and
x. all books, records, files, papers, process information, computer programs, software licenses (whether proprietary or otherwise), drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records whether in physical or electronic form in connection with or relating to PCB Business.
b Liabilities

The debts, duties, obligations and liabilities (including all future liabilities in relation to the PCB Business, contingent liabilities and claims), whether provided for or not in the books of accounts, all guarantees, assurances, commitments, obligations of any kind. It is clarified that the liabilities pertaining to the PCB Business include the following:

i. liabilities which accrue or arise out of the activities or operations of the land parcels proposed to be demerged as part of the PCB Business including current liabilities, contingent liabilities, provision for expenses and other trade payables specifically related to operations/land parcels proposed to be demerged as part of the PCB Business;
ii. without limiting the generality of sub-clause (b)(i) above, all litigations or claims or legal proceedings pertaining to, or relatable to the PCB Business;
iii. loans or borrowings raised, incurred and utilized solely for the activities or operations of the PCB Business.
c. Others

Permanent and/or temporary employees, workmen, staff, contract staff or laborers engaged in the PCB Business as may be determined by the Board of Directors of Demerged Company (“Transferred Employees”) and all trainees, interns, apprentices etc. (“Trainees and Interns”) engaged in the PCB Business as may be determined by the Board of Directors of Demerged Company.

Any question that may arise as to whether a specific asset or liability pertains or does not pertain to the PCB Business or whether it arises out of the activities or operations of the PCB Business shall be decided by mutual agreement between Boards of Directors of the Demerged Company and the Resulting Company

Further the Demerged Company and the Resulting Company may mutually decide the modalities/commercial arrangement between the said Companies with regard to utilization of resources to ensure smooth transition and functioning of the respective businesses.

AMARA RAJA BATTERIES LIMITED

A copy of the proposed Scheme is attached as Annexure 1 to this notice and explanatory statement.

The Scheme is not prejudicial to the interest of the Shareholders and Creditors of the Company.

The features set out above being only the salient features of the Scheme, which are subject to details set out in the Scheme, the Equity Shareholders are requested to read the entire text of the Scheme (annexed herewith) to get fully acquainted with the provisions thereof and the rationale and objectives of the Scheme.

This statement may be treated as an explanatory statement under Section 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6(3) of the Arrangement Rules.

Sd/-

M. Parameswara Reddy Chairperson appointed for the Meeting

Dated at this March 6, 2023 Place: Hyderabad

Registered Office:

Amara Raja Batteries Limited

CIN: L31402AP1985PLC005305 Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh – 517520 Tel: 91 (877) 226 5000 Fax: 91 (877) 228 5600 E-mail : [email protected] Website : www.amararajabatteries.com

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PRE-SCHEME AND POST-SCHEME (INDICATIVE) SHAREHOLDING PATTERN Amara Raja Batteries Limited

Sr. No.	Category & Name of shareholders	Pre-Scheme	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme	Post-Scheme
		No. of Shareholders	No. of Shares	% of Shares	No. of Shareholders	No. of Shares	% of Shares
(A)	Promoter & Promoter Group
1.	India Promoters
a.	Individuals/Hindu undividedFamily
	Dr. Ramachandra N Galla	-	-	-	-	-	-
	Mrs. Amara Kumari Galla	-	-	-	-	-	-
	Mr. JayadevGalla	-	-	-	-	-	-
	Mrs. Padmavathi Galla	-	-	-	-	-	-
	Mr. Ashok Galla	-	-	-	-	-	-
	Mr. Siddharth Galla	-	-	-	-	-	-
	Dr.Ramadevi Gourineni	-	-	-	-	-	-
	Dr. G V Ramakrishna Vara Prasad	-	-	-	-	-	-
	Mr. Harshavardhana Gourineni	-	-	-	-	-	-
	Mr. Vikramadithya Gourineni	-	-	-	-	-	-
b.	Central Government/ State Government(s)	-	-	-	-	-	-
c.	Financial Institutions/ Banks	-	-	-	-	-	-
d.	ANY OTHER
	Bodies Corporate
	RNGalla Family Private Limited	1	47932452	28.06	1	60145316	32.86
	Mangal Industries Limited	-	-	-
	Sub-Total (A)(1)	1	47932452	28.06	1	60145316	32.86
2.	FOREIGN
a.	Individuals (Non-ResidentIndividuals/ Foreign Individuals)	-	-	-	-	-	-
b.	Government	-	-	-	-	-	-
c.	Institutions	-	-	-	-	-	-
d.	Foreign Portfolio Investor	-	-	-	-	-	-
e.	Any Other
f.	Chairman and Directors	-	-	-	-	-	-
	Sub-Total (A)(2)	-	-	-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	1	47932452	28.06	1	60145316	32.86
(B)	Public Shareholding

AMARA RAJA BATTERIES LIMITED

Sr. No.	Category & Name of shareholders	Pre-Scheme	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme	Post-Scheme
		No. of Shareholders	No. of Shares	% of Shares	No. of Shareholders	No. of Shares	% of Shares
1.	Institutions (Domestic)
a.	Mutual Funds	17	2306903	1.35	17	2306903	1.26
b.	Venture Capital Funds	-	-	-	-	-	-
c.	Alternate Investment Funds	4	197250	0.12	4	197250	0.11
d.	Banks	2	3004	0.00	2	3004	0.00
e.	Insurance Companies	-	-	-	-	-	-
f.	Provident / Pension Funds	-	-	-	-	-	-
g.	Asset Reconstruction Companies	-	-	-	-	-	-
h.	Sovereign Wealth Funds	-	-	-	-	-	-
i.	NBFCs registered with RBI	-	-	-	-	-	-
j.	Other Financial Institutions	5	13293950	7.78	5	13293950	7.26
	Life Insurance Corporation of India	-	12354916	7.23	-	12354916	6.75
k.	Any Other (specify)	-	-	-	-	-	-
	Sub-Total (B)(1)	28	15801107	9.25	28	15801107	8.63
2.	Institutions (Foreign)
a.	Foreign Direct Investments	1	23913750	14	1	23913750	13.07
	CLARIOS ARBL HOLDING LP(Foreign Body Corporate)	1	23913750	14	1	23913750	13.07
b.	Foreign Venture Capital Investors	-	-	-	-	-	-
c.	Sovereign Wealth Funds	-	-	-	-	-	-
d.	Foreign Portfolio Investors Category – 1	149	35693253	20.9	149	35693253	19.50
	Nalanda India Equity Fund Limited	1	16880938	9.88	1	16880938	9.22
	Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds	1	1769655	1.04	1	1769655	0.97
e.	Foreign Portfolio Investors Category – 2	14	1003868	0.59	14	1003868	0.55
f.	NRI – Repat-HUF	-	-	-	-	-	-
g.	Overseas Depositories (holding DRs) (balancing fgure)	-	-	-	-	-	-
h.	ANY OTHER	-	-	-	-	-	-
i.	Foreign Institutional Investors	1	1500	0.00	1	1500	0.00
	Sub-Total (B)(2)	165	60612371	49.48	165	60612371	33.12
3.	Central Government / State Government(s)
a.	Central Government / President of India	-	-	-	-	-	-
b.	State Government / Governor	-	-	-	-	-	-

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Sr. No.	Category & Name of shareholders	Pre-Scheme	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme	Post-Scheme
		No. of Shareholders	No. of Shares	% of Shares	No. of Shareholders	No. of Shares	% of Shares
c.	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter	-	-	-	-	-	-
	Sub-Total (B)(3)	-	-	-	-	-	-
4.	NON-INSTITUTIONS	-	-	-	-	-	-
a.	Associate Companies / Subsidiaries	-	-	-	-	-	-
b.	Directors and their relatives (excluding independent directors and nominee directors)	-	-	-	-	-	-
c.	Key Managerial Personnel	-	-	-	-	-	-
d.	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	-	-	-	-	-	-
e.	Trusts where any person belonging to ‘Promoter and Promoter Group’ category is ‘trustee’, ‘benefciary’, or ‘author of the trust’	-	-	-	-	-	-
f.	Investor Education and Protection Fund (IEPF)	1	697952	0.41	1	697952	0.38
g.	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	468839	33890248	19.84	468839	33890248	18.52
h.	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	4	2133890	1.25	4	2133890	1.17
i.	Non-Resident Indians (NRIs)	6782	5180299	3.03	6782	5180299	2.83
j.	Foreign Nationals	-	-	-	-	-	-
k.	Foreign Companies	-	-	-	-	-	-
l.	Bodies Corporate	750	2255084	1.32	750	2255084	1.23
m.	Any Others	3392	2309097	1.35	3392	2309097	1.26
	Clearing Members	82	1400603	0.82	82	1400603	0.77
	Foreign Portfolio Investor (Individual) Category III	1	300	0.00	1	300	0.00
	Hindu Undivided Families	3304	853946	0.5	3304	853946	0.47
	Unclaimed Suspense Account	1	51750	0.03	1	51750	0.03
	Trusts	4	2498	0.00	4	2498	0.00
	Sub-Total (B)(4)	479768	46466570	27.20	479768	46466570	25.39
	Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)+(B)(4)	479961	122880048	71.94	479961	122880048	67.14
	Grand Total (A)+(B)	479962	170812500	100.00	479962	183025364	100.00

Notes :

The above indicative details are based on the shareholding pattern of the Company as on December 31, 2022

AMARA RAJA BATTERIES LIMITED

Annexure 4

PRE-SCHEME AND POST-SCHEME (INDICATIVE) SHAREHOLDING PATTERN Mangal Industries Limited

Sr. No.	Category & Name of shareholders	Pre-Scheme	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme	Post-Scheme
		No. of Shareholders	No. of Shares	% of Shares	No. of Shareholders	No. of Shares	% of Shares
(A)	Promoter & Promoter Group
1.	India Promoters
a.	Individuals/Hindu undividedFamily
	Dr. Ramachandra N Galla*	1	1	0.00	1	1	0.00
	Mr. JayadevGalla*	1	1	0.00	1	1	0.00
	Mr. Ashok Galla*	1	1	0.00	1	1	0.00
	Mr. Siddharth Galla*	1	1	0.00	1	1	0.00
	Dr.Ramadevi Gourineni*	1	1	0.00	1	1	0.00
	Mr. Harshavardhana Gourineni*	1	1	0.00	1	1	0.00
	Mr. Vikramadithya Gourineni*	1	1	0.00	1	1	0.00
	Mrs. Amara Kumari Galla	-	-	-	-	-	-
	Mrs. Padmavathi Galla	-	-	-	-	-	-
	Dr. G V Ramakrishna Vara Prasad	-	-	-	-	-	-
b.	Central Government/ State Government(s)	-	-	-	-	-	-
c.	Financial Institutions/ Banks	-	-	-	-	-	-
d.	ANY OTHER
	Bodies Corporate
	RNGalla Family Private Limited	1	13903870	100	1	13903870	100
	Sub-Total (A)(1)	8	13903870	100	8	13903870	100
2.	FOREIGN
a.	Individuals (Non- Resident Individuals / Foreign Individuals)	-	-	-	-	-	-
b.	Government	-	-	-	-	-	-
c.	Institutions	-	-	-	-	-	-
d.	Foreign Portfolio Investor	-	-	-	-	-	-
e.	Any Other
f.	Chairman and Directors	-	-	-	-	-	-
	Sub-Total (A)(2)	-	-	-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	8	13903877	100	8	13903877	100
(B)	Public Shareholding
1.	Institutions (Domestic)
a.	Mutual Funds	-	-	-	-	-	-
b.	Venture Capital Funds	-	-	-	-	-	-
c.	Alternate Investment Funds	-	-	-	-	-	-

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Sr. No.	Category & Name of shareholders	Pre-Scheme	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme	Post-Scheme
		No. of Shareholders	No. of Shares	% of Shares	No. of Shareholders	No. of Shares	% of Shares
d.	Banks	-	-	-	-	-	-
e.	Insurance Companies	-	-	-	-	-	-
f.	Provident / Pension Funds	-	-	-	-	-	-
g.	Asset Reconstruction Companies	-	-	-	-	-	-
h.	Sovereign Wealth Funds	-	-	-	-	-	-
i.	NBFCs registered with RBI	-	-	-	-	-	-
j.	Other Financial Institutions	-	-	-	-	-	-
	Life Insurance Corporation of India	-	-	-	-	-	-
k.	Any Other (specify)	-	-	-	-	-	-
	Sub-Total (B)(1)	-	-	-	-	-	-
2.	Institutions (Foreign)
a.	Foreign Direct Investments	-	-	-	-	-	-
b.	Foreign Venture Capital Investors	-	-	-	-	-	-
c.	Sovereign Wealth Funds	-	-	-	-	-	-
d.	Foreign Portfolio Investors Category – 1	-	-	-	-	-	-
e.	Foreign Portfolio Investors Category – 2	-	-	-	-	-	-
f.	NRI – Repat-HUF	-	-	-	-	-	-
g.	Overseas Depositories (holding DRs)	-	-	-	-	-	-
h.	ANY OTHER	-	-	-	-	-	-
i.	Foreign Institutional Investors	-	-	-	-	-	-
	Sub-Total (B)(2)	-	-	-	-	-	-
3.	Central Government / State Government(s)
a.	Central Government / President of India	-	-	-	-	-	-
b.	State Government / Governor	-	-	-	-	-	-
c.	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter	-	-	-	-	-	-
	Sub-Total (B)(3)	-	-	-	-	-	-
4.	NON-INSTITUTIONS	-	-	-	-	-	-
a.	Associate Companies / Subsidiaries	-	-	-	-	-	-
b.	Directors and their relatives (excluding independent directors and nominee directors)	-	-	-	-	-	-
c.	Key Managerial Personnel	-	-	-	-	-	-
d.	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	-	-	-	-	-	-

AMARA RAJA BATTERIES LIMITED

Sr. No.	Category & Name of shareholders	Pre-Scheme	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme	Post-Scheme
		No. of Shareholders	No. of Shares	% of Shares	No. of Shareholders	No. of Shares	% of Shares
e.	Trusts where any person belonging to ‘Promoter and Promoter Group’ category is ‘trustee’, ‘benefciary’, or ‘author of the trust’	-	-	-	-	-	-
f.	Investor Education and Protection Fund (IEPF)	-	-	-	-	-	-
g.	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	-	-	-	-	-	-
h.	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	-	-	-	-	-	-
i.	Non-Resident Indians (NRIs)	-	-	-	-	-	-
j.	Foreign Nationals	-	-	-	-	-	-
k.	Foreign Companies	-	-	-	-	-	-
l.	Bodies Corporate	-	-	-	-	-	-
m.	Any Others	-	-	-	-	-	-
	Clearing Members	-	-	-	-	-	-
	Foreign Portfolio Investor (Individual)	-	-	-	-	-	-
	Hindu Undivided Families	-	-	-	-	-	-
	Others	-	-	-	-	-	-
	Trusts	-	-	-	-	-	-
	Sub-Total (B)(4)	-	-	-	-	-	-
	Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)+(B)(4)	-	-	-	-	-	-
	Grand Total (A)+(B)	8	13903877	100	8	13903877	100

Notes :

- Nominee shares held on behalf of RNGallaFamily Private Limited
The above indicative details are based on the shareholding pattern of the Company as on December 31, 2022

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Annexure 8

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Annexure 9

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Annexure 12.1

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Annexure 14

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Annexure 17

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors

The Company has filed a Writ Petition in 2012 before the Hon’ble High Court of Andhra Pradesh at Amravati against Andhra Pradesh Electricity Regulatory Commission (APERC) and others against the demand of payment on account of Fuel Surcharge Adjustment (FSA) for the month of April 2010. The matter is currently pending.
The Company on April 30, 2021, received closure orders from the Andhra Pradesh Pollution Control Board (APPCB) for the Company’s plants situated at Karakambadi, Tirupati and Nunegundlapalli Village, Chittoor District. Subsequently, the Company filed two Writ Petitions against the said closure orders before the Hon’ble High Court of Andhra Pradesh at Amravati, which granted an interim suspension of the said closure orders until further orders. The above writ petitions are currently pending.
Mr. M.Venugopal Reddy has filed a petition in 2019 before the Hon’ble High Court of Andhra Pradesh at Amravati, against Mr. Jayadev Galla and Others, requesting to declare the election of Mr. Jayadev Galla as a Member of Parliament from No 13 Guntur Parliament Constituency as null and void. The matter is currently pending.
Mr. S.Bhanu Prakash Reddy has filed a Civil Suit in 2018 before the Ranga Reddy District Court, Hyderabad against Mr. Jayadev. Galla, Dr. Ramadevi Gourineni and others for partition and separate possession of property at Hyderabad. Interlocutory Application has been filed requesting rejection of the suit. The matter is currently pending.
The Company has filed a Writ Appeal in 2004 before the Hon’ble High Court of Telangana, Hyderabad against Transmission Corporation of Andhra Pradesh Limited (AP Transco) and others in connection with the consumption of surplus power by the Company relating to allocation of power by Andhra Pradesh Gas Power Corporation Ltd (APGPCL). AP Transco has also filed a Writ Appeal in 2005 before the Hon’ble High Court of Telangana, Hyderabad against the Company and APGPCL in the above subject matter. The arguments have been concluded in these batch matters and the judgments are reserved.
Mr. Gali Purushotham Naidu has filed a Writ Petition in 2014 before the Hon’ble High Court of Telangana, Hyderabad, against Union of India & others, including Mrs. Amara Kumari Galla, Dr. Ramachandra N Galla, Mr. Jayadev Galla, Dr. Ramadevi Gourineni, regarding ownership of land in Hyderabad. The matter is currently pending.
Mr. Gali Purushotham Naidu has filed a Writ Petition in 2012 before the Hon’ble High Court of Andhra Pradesh at Amravati against Union of India & others, including Mrs. Amara Kumari Galla and Dr Ramachandra N Galla, alleging that acquisition of lands by the Andhra Pradesh Industrial Infrastructure Corporation Ltd. At the behest of the Mrs. Amara Kumari Galla and Dr Ramachandra N Galla was carried out without following provisions of Land Acquisition Act. The matter is currently pending.
The Company has filed a Writ Petition in 2010 before the Hon’ble High Court of Andhra Pradesh at Amravati against Andhra Pradesh Southern Power Distribution Company Limited (APSPDCL) and others against the demand of payment on account of Low Voltage Surcharge based on the Vidyuth Ombudsman’s Award passed against the Company. The matter is currently pending.
The Company has filed a Civil Appeal in 2015 before the Hon’ble Supreme Court of India against Andhra Pradesh Electricity Regulatory Commission (APERC) and others against the demand of payment on account of Fuel Surcharge Adjustment (FSA) for the period April 2008 to March 2009. Andhra Pradesh Southern Power Distribution Company Limited (APSPDCL) has also filed a Civil Appeal before the Hon’ble Supreme Court of India against the Company and others in the above subject matter. The matter is currently pending.
Mr. V. Subramanyam Naidu has filed a Civil Suit in 2021 before the Junior Civil Court, Chittoor against Dr. Ramadevi Gourineni, alleging that Dr. Ramadevi Gourineni has constructed a compound wall illegally, near his residence at Dighuvamagam village. The matter is currently pending.
Mr. Daram Kantha Reddy has filed a Writ Petition in 2014 before the Hon’ble High Court of Telangana, Hyderabad against Government of Telangana & other including Mrs. Padmavathi Galla by questioning the Revenue officials on the mutation of a land parcel in Bhadrachallam in the name of Mrs. Padmavathi Galla. The matter is currently pending.
The Company has filed Commercial Arbitration (Original Petition) in 2022 before Commercial Court at Hyderabad against Andhra Pradesh Gas Power Corporation Limited (APGPCL) in connection with the demand notice issued by APGPCL to the Company, failing which APGPCL has threatened to sell ARBL’s shares in APGPCL. The Company has already paid

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the amount demanded to APSPDCL. The Commercial Court has granted interim order in favour of the Company. The Company has also filed an arbitration application before the Hon’ble High Court of Telangana, Hyderabad in 2023 seeking appointment of sole arbitrator for adjudicating the disputes between the Company and APGPCL. The matters are currently pending.

Mr. Gali Purushotham Naidu has filed a Civil Suit in 2015 with IInd Senior Civil Court, Chittoor and a Writ Petition in 2021 with Hon’ble High Court of Andhra Pradesh at Amravati against RNGalla Family Pvt Ltd (RFPL) alleging that, he does not have access road to reach his agriculture property. RFPL also filed a Civil Suit in 2015 for defending the allegations of Mr. Gali Purushotham Naidu. The matters are currently pending.
Ms. Kamireddy Deepthi has filed a Writ Petition in 2018 before the Hon’ble High Court of Andhra Pradesh at Amravati against RNGalla Family Pvt Ltd (RFPL) alleging that, she does not have access road to reach her agriculture property. The matter is currently pending.
The Company is party to 20 cases relating to consumer matters pending in various Consumer Courts and the total exposure to the company with respect to the same is Rupees 0.35 Crore.
The Company, though not a party to the below mentioned litigations have, in its capacity as the shareholder of Andhra Pradesh Gas Power Corporation Limited (APGPCL), exposure to the following material litigations involving APGPCL:
a. APGPCL has filed a Writ Petition in 2015 before the Hon’ble High Court of Telangana at Hyderabad against Transmission Corporation of Andhra Pradesh Limited (AP Transco) and others for demanding APGPCL to enter into Long Term Open Access Agreement for transmission of power to APGPCL’s shareholders. APGPCL has contended that it being a group captive generating power plant the concept of open access is not applicable to APGPCL. The matter is currently pending.
b. APGPCL has filed a Writ Petition in 2021 before the Hon’ble High Court of Andhra Pradesh at Amravati against AP Transco and others for billing the shareholders of APGPCL at higher rates in respect of the power generated by APGPCL and supplied to their shareholders as per MOUs. The matter is currently pending.
c. Gas Authority of India Limited (GAIL) had with retrospective effect revised gas price and consequently raised a demand on APGPCL. Aggrieved by the demand from GAIL, APGPCL had filed a Writ Petition with the Hon’ble High Court of Delhi. The Court disposed of the case on September 4, 2019 towards the differential gas price, with a suggestion to the parties to go for arbitration. APGPCL is yet to inform the company about the final verdict of the arbitration.
Tax Proceedings

S.No.	Court / Tribunal / Authority	Dispute Period (Financial Year)	Parties Involved (ARBL vs Department)	Brief Summary	Current Status
1	Customs Excise and Service Tax Appellate Tribunal (CESTAT), Hyderabad	2013-14 to 2017-18 (Q1)	ARBL vs Principal Commissioner of Central Tax, Tirupati	Non-payment of service tax on Managing Director Remuneration	Appeal fled by the Company before the CESTAT, Hyderabad against the order. The matter is currently pending.
2	Customs Excise and Service Tax Appellate Tribunal (CESTAT), Hyderabad	2015-16	ARBL vs Commissioner of Central Tax, Tirupati	Denial of CENVAT with respect to certain transactions including works contract service, supply, Installation and service of Electrical equipment.	Appeal fled by the Company before the CESTAT, Hyderabad against the order. The matter is currently pending.

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S.No.	Court / Tribunal / Authority	Dispute Period (Financial Year)	Parties Involved (ARBL vs Department)	Brief Summary	Current Status
3	Deputy Commissioner, Appeals, Vijayawada	2015-16 to 2017-18 Q1	ARBL vs Assistant Commissioner (CT) (LTU), Chittoor Division	The Department raised objections on the method of calculation of eligible Input Tax Credit by combining multiple units. In addition, they have also levied penalty on such claim.	Appeal fled by the Company before the DC Appeals, Vijayawada against the order. The matter is currently pending.
4	Bihar Commercial Taxes Tribunal	2013-14 and 2015-16	ARBL vs Assistant Commissioner of Central Taxes, Patliputra Circle	Department disallowed the entry tax set off against Value Added Tax (VAT) liability on the closing stock goods for the Dispute Period.	Appeal fled by the Company before the Bihar Commercial Tax Tribunal against the order. The matter is currently pending.
5	Bihar Commercial Taxes Tribunal (JCCT Appeal Tribunal)	2017-18	ARBL vs Assistant Commissioner of Central Taxes, Patliputra Circle	Non-Allowance of admitted Entry Tax on Closing Stock, and non- consideration of Entry Tax adjusted to VAT liability & Non-payment of Entry tax on WarrantyBatteries.	Appeal fled by the Company before the JCCT Appeal, Patna against the order. The matter is currently pending.
6	Commissioner (Appeals), Guntur	2017-18	ARBL vs Assistant Commissioner of Tax, Tirupati	Input Tax Credit availed in TRAN - 1 disputed.	The Company has paid the tax under protest and is in the process of fling the appeal before the GST tribunal, which is yet to be formed.
7	Commissioner of Commercial Taxes, Jharkhand, Ranchi	2016-17	ARBL vs Assistant Commissioner of Commercial Taxes	Tax levied on non- submission of concessional forms and on batteries replaced for warrantyobligation.	The matter is pending with Commissioner of Commercial Taxes, Jharkhand, Ranchi
8	AP Sales Tax Appellate Tribunal (AP STAT), Visakhapatnam	2009-10 to 2011-12	ARBL vs Assistant Commissioner (CT) (LTU), Chittoor Division	Dispute with respect to Input Tax Credit on LPG GAS and classifcation of SEZ sales.	Appeal fled by the Company before the APSTAT, Visakhapatnam. The matter is currently pending.
9	Customs Excise and Service Tax Appellate Tribunal (CESTAT), Bangalore	2003-04 to 2007-08	ARBL vs Additional Commissioner (Customs & Excise)	Department has disputed the transfer price charged to related parties.	Appeal fled by the Company before the CESTAT, Bangalore. The matter is currently pending.
10	Commissioner of Commercial Taxes, Jharkhand, Ranchi	2015-16 and 2017-18	ARBL vs Deputy Commissioner	Disallowance of Warranty Replacements by the Department.	Revision Application fled by the Company before Commissioner of Commercial Taxes, Jharkhand. The matter is currently pending.

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S.No.	Court / Tribunal / Authority	Dispute Period (Financial Year)	Parties Involved (ARBL vs Department)	Brief Summary	Current Status
11	AP STAT, Visakhapatnam	2012-13 to 2013-14	ARBL vs Assistant Commissioner (CT) (LTU), Chittoor Division	Department has challenged the ITC on Freight claimed by the Company and the calculation of common input utilised for both taxable and exemption purpose	Appeal fled by the Company before the APSTAT, Visakhapatnam. The matter is currently pending.
12	Joint Commissioner of Sales Tax	2012-13	ARBL vs Deputy Commissioner of Sales Tax	Tax levied for non- submission of concessional forms.	Appeal fled by the Company before the Joint Commissioner of Sales Tax. The matter is currently pending.
13	VAT Tribunal	2011-12 and 2012-13	ARBL vs Deputy Commissioner of Sales Tax	Department has challenged the classifcation of UPS batteries sold and tax levied 5% and in place of tax rate of 14.5%	Appeal fled by the Company before the VAT Tribunal. The matter is currently pending.
14	Appellate Deputy Commissioner, Tirupati	2010-11, 2011-12 and 2013-14	ARBL vs Commercial Tax Department	Tax levied on usage of concessional forms towards purchase of certain equipment.	The Company has fled an appeal with the Appellate Deputy Commissioner, Tirupati. The matter is currently pending
15	Deputy Commissioner Appeals	2013-14	ARBL vs Assistant Commissioner	Department levied Entry Tax on the warranty replacements.	The Company has fled an appeal with the Deputy Commissioner Appeals. The matter is currently pending
16	Bihar Commercial Taxes Tribunal.	2007-08 and 2012-13	ARBL vs Assistant Commissioner	The Department has challenged the Set off of Entry tax against VAT.	Appeal fled by the Company before the Bihar Commercial Tax Tribunal against the order. The matter is currently pending.
17	Commissioner of Commercial Taxes, Jharkhand, Ranchi	2014-15	ARBL vs Assistant Commissioner	Tax levied on batteries replaced for warranty obligation.	Revision Application fled by the Company before Commissioner of Commercial Taxes, Jharkhand. The matter is currently pending.
18	AP STAT, Visakhapatnam	2007-08	ARBL vs Assistant Commissioner (CT) (LTU), Chittoor Division	Tax levied for non- submission of concessional forms.	Appeal fled by the Company before the APSTAT, Visakhapatnam. The matter is currently pending.
19	JC Appeals, Rajasthan (Waiting for Tribunal Formation)	2019-20	ARBL vs State Tax Offcer	Tax levied on account of improper documentation for job work material.	The Company is in the process of fling the appeal before the JC Appeals, Rajasthan (Waiting for Tribunal Formation)

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S.No.	Court / Tribunal / Authority	Dispute Period (Financial Year)	Parties Involved (ARBL vs Department)	Brief Summary	Current Status
20	Dy. Commissioner Commercial Taxes, Kolkata	2004-05	ARBL vs Sr. Joint Commissioner, Sales Tax	Department claiming Non submission of F Forms.	The Company has fled an appeal before the Dy. Commissioner Commercial Taxes, Kolkata. The matter is currently pending.
21	Commissioner of Commercial Taxes, Jharkhand, Ranchi	2016-17	ARBL vs ACTO	Demand raised by Department on account of mismatch of Input Tax claimed by Company’s customer.	The Company has fled a Revision before the Commissioner of Commercial Taxes, Jharkhand, Ranchi. The matter is currently pending.
22	Bihar Commercial Taxes Tribunal	2014-15	ARBL vs ACTO	Demand due to Entry Tax payment on closing stock not set off against VAT liability	The Company has fled an appeal before the Bihar Commercial Taxes Tribunal. The matter is currently pending.
23	Appeal before Joint Commissioner GST	2020-21	ARBL vs Assistant Commissioner (Mobile Squad)	Tax levied on account of improper documentation.	The Company has fled an appeal before the Joint Commissioner GST. The matter is currently pending.
24	Deputy Commissioner of Commercial Taxes, Jharkhand	2012-13	ARBL vs Commercial Tax Department	Tax levied on account of denial of adjustment of excess tax paid in previousyear.	The matter is currently pending.
25	Commissioner Appeals, Chennai	2021-22	ARBL vs Commissioner Appeals, Chennai	Tax levied on account of dispute of assessable value of AGM separators imported from China.	The Company has fled an appeal before the Commissioner Appeals, Chennai. The matter is currently pending.
26	Commissioner of Income Tax (Appeals)	2020-21	ARBL vs Assessing Offcer (Income Tax)	The Assessing Offcer has passed an order disallowing the outward freight and handling charges and payments made to foreign jurisdictions on the grounds that tax has not been deducted at source.	The Company has fled an appeal before the Commissioner of Income Tax (Appeals). The matter is currently pending.
27	Commissioner of Income Tax (Appeals)	2019-20	ARBL vs Assessing Offcer (Income Tax)	The Assessing Offcer has passed an order disallowing the staff transportation expenses. And payments made to foreign jurisdictions on the grounds that tax has not been deducted at source.	The Company has fled an appeal before the Commissioner of Income Tax (Appeals). The matter is currently pending.

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S.No.	Court / Tribunal / Authority	Dispute Period (Financial Year)	Parties Involved (ARBL vs Department)	Brief Summary	Current Status
28	Commissioner of Income Tax (Appeals)	2021-22	ARBL vs Assessing Offcer (Income Tax)	Demand notice raised for delay in payment of taxes deducted at source.	The Company has fled an appeal before the Commissioner of Income Tax (Appeals). The matter is currently pending.
29	Commissioner of Income Tax (Appeals)	2008-09	ARBL vs Assessing Offcer (Income Tax)	The Assessing Offcer has made an addition to the taxable income on account of disallowance of Corporate Offce ShiftingExpenses.	The Company has fled an appeal before the Commissioner of Income Tax (Appeals). The matter is currently pending.
30	Commissioner of Income Tax (Appeals)	2017-18	ARBL vs Assessing Offcer (Income Tax)	The Assessing Offcer has passed an order disallowing the expenditure towards scientifc research claimed by u/s. 35(2AB) on the grounds that the expenditure is not approved by Department of Scientifc and Industrial Research.	The Company has fled an appeal before the Commissioner of Income Tax (Appeals). The matter is currently pending.
31	Commissioner of Income Tax (Appeals)	2011-12	ARBL vs Assessing Offcer (Wealth Tax)	The Assessing Offcer has passed an order after considering the addition in the value of Vehicles, Building and Vacant land as taxable wealth.	The Company has fled an appeal before the Commissioner of Income Tax (Appeals). The matter is currently pending.
32	AO, ITO	2010-11	ARBL vs Assessing Offcer (Wealth Tax)	The Assessing Offcer has passed an order treating Staff Quarters and related land parcel as taxable wealth.	The Company has fled an appeal before the Commissioner of Income Tax (Appeals), they have reverted it back to the AO and is currently pending.

Note: In addition to the above list, the Company, Promoters and Directors are involved in other ongoing adjudication & recovery proceedings, prosecution initiated or other enforcement action arising in the ordinary course of business, which would not materially adversely affect the operations or financial position of the Company, Promoters and Directors.

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Proxy Form

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT AMARAVATI COMPANY APPLICATION NO. CA (CAA) No. 2 /230/AMR/2023 In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 – 232 and other applicable provisions of the Companies Act, 2013

And

In the matter of the Scheme of Arrangement Amongst Mangal Industries Limited

(the ‘Demerged Company’)

And

Amara Raja Batteries Limited

(the ‘Resulting Company’)

And

Their respective shareholders and creditors

Amara Raja Batteries Limited (CIN: L31402AP1985PLC005305), a public limited company, incorporated under the Companies Act, 1956, having its registered office at Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh – 517520 …Second Applicant Company / Resulting Company

EQUITY SHAREHOLDERS FORM NO. MGT-11 | PROXY FORM

(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

Name of the member / …………………………………………………………………………………………….... Equity Shareholder(s): …………………………………………………………………………………………….... …………………………………………………………………………………………….... Registered address: ……………………………………………………………………………………………....

……………………………………………………………………………………………....

E-mail Id: …………………………………………………………………………………………….... Folio No / DP ID and Client Id: ……………………………………………………………………………………………....

I/We, being the member / Equity Shareholders(s) of Amara Raja Batteries Limited, holding shares of the above named company, hereby appoint:

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A Name ……………………………………………………………………………………………..... Address: ……………………………………………………………………………………………..... ……………………………………………………………………………………………..... E-mail Id: ……………………………………………………………………………………………..... Signature …………………………………; or failing him / her B Name ……………………………………………………………………………………………..... Address: ……………………………………………………………………………………………..... ……………………………………………………………………………………………..... E-mail Id: ……………………………………………………………………………………………..... Signature …………………………………; or failing him / her C Name ……………………………………………………………………………………………..... Address: ……………………………………………………………………………………………..... ……………………………………………………………………………………………..... E-mail Id: ……………………………………………………………………………………………..... Signature …………………………………

as my/our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the meeting of the Equity Shareholder(s) of the Company convened pursuant to an order pronounced on Thursday, February 09, 2023 by the Hon’ble National Company Law Tribunal, Bench at Amaravati, to be held on Wednesday, April 12, 2023 at 12:30 p.m. IST at the Auditorium situated at the registered office of the Company - Renigunta, Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh -517520 and at any adjournment thereof in respect of such resolutions as are indicated below.

adjournment	thereof in respect of such resolutions as are indicated below.
Resolution No.	Resolution	Vote (Optional) (Pleaseput a()mark)
		For	Against
1.	Approval of the Scheme of Arrangement amongst Amara Raja Batteries Limited (“Company” or “ARBL” or “Resulting Company”) and Mangal Industries Limited (“MIL”or ”Demerged Company”) and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations)Rules,2016.
Signed this___ day of ___ 2023 Signature of member / shareholder ____ Signature of Proxy holder(s) ______ (Signature across the Stamp) Affx Revenue Stamp

Note:

Please affix revenue stamp not less than Re.1 before putting signature.
Proxy need not be an Equity Shareholder of the Company.

AMARA RAJA BATTERIES LIMITED

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The Proxy Form in order to be effective shall be duly filled in and signed by the Equity Shareholder(s) across Revenue Stamp and should reach the Company’s Registered Office: Renigunta, Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh -517520 at least 48 hours before the commencement of the meeting (i.e. on Monday, April 10, 2023 before 12.30 p.m.).
Corporate Equity Shareholders intending to send their authorised representative(s) to attend the meeting are requested to send an authority letter or power of attorney a certified copy of the Board resolution authorizing their representative(s)to attend and vote on their behalf at the meeting.
In case of multiple proxies, the proxy later in time shall be accepted.
No person shall be appointed as a Proxy who is a minor.

Notice of Shareholders Meeting

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AMARA RAJA BATTERIES LIMITED

192

Amara Raja Batteries Limited

CIN: L31402AP1985PLC005305

Regd. Office: Renigunta - Cuddapah Road, Karakambadi,

Tirupati, Andhra Pradesh – 517520

E-mail: [email protected] | Website: www.amararajabatteries.com

ATTENDANCE SLIP

Meeting of the Equity Shareholder(s) of the Company convened by the Hon’ble National Company Law Tribunal, Bench at Amaravati, to be held on Wednesday, April 12, 2023 at 12:30 p.m. IST

Name and address of the First / Sole Equity Shareholder:

……………………………………………………………………………………………....................

Authorised Representative / Proxy ……………………………………………………………………………………………..................... Holder

…………………………………………………………………………………………….....................

Folio No / DP ID and Client Id: …………………………………………………………………………………………….....................

No. of Shares …………………………………………………………………………………………….....................

I certify that I am an Equity Shareholder / proxy / authorised representative for the Equity Shareholder of the Company.

I, hereby record my presence at the meeting of the Equity Shareholder(s) of the Company convened pursuant to an order pronounced on Thursday, February 09, 2023 by the Hon’ble National Company Law Tribunal, Bench at Amaravati, to be held on Wednesday, April 12, 2023 at 12:30 p.m. (1230 hours) IST at the Auditorium situated at the registered office of the Company - Renigunta, Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh -517520.

__________

Name of the Member / Proxy

Signature of the Member / Proxy

Notes:

Only Equity Shareholder/Proxy can attend the meeting. No minors would be allowed at the meeting.
The Equity Shareholder, Proxy holder or the Authorized Representative attending this meeting must bring this attendance slip to the meeting and hand over at the entrance duly filled and signed for admission to the meeting hall.
The Equity Shareholder, Proxy holder or the Authorized Representative are requested to bring their copy of notice for reference at the Meeting.
The authorized representative of a body corporate which is an Equity Shareholder of the Company must bring an authority letter or power of attorney or a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said Meeting.

Notice of Shareholders Meeting

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Amara Raja Batteries Limited

CIN: L31402AP1985PLC005305

Regd. Office: Renigunta - Cuddapah Road, Karakambadi, Tirupati, Andhra Pradesh – 517520

E-mail: [email protected], Website: www.amararajabatteries.com

Route map for the location of the venue of the meeting

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AMARA RAJA BATTERIES LIMITED

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AI assistant

Amara Raja Energy & Mobility Limited — Proxy Solicitation & Information Statement 2023

62493_rns_2023-03-10_31267a5f-a83e-4e4a-be1f-e3d8eed8216b.pdf

Ref: Notice of the Meeting of the Equity Shareholders of Amara Raja Batteries Limited to be convened pursuant to the directions of the Hon’ble National Company Law Tribunal, Bench at Amaravati (‘NCLT’)

Thanking You

For Amara Raja Batteries Limited

AMARA RAJA BATTERIES LIMITED

NOTICE TO THE EQUITY SHAREHOLDERS

REMOTE E-VOTING

INDEX

And

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF AMARA RAJA BATTERIES LIMITED

Registered Office:

Amara Raja Batteries Limited

Notes:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Step 2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically on NSDL e-Voting system?

General Guidelines for shareholders

Registered Office:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT AMARAVATI

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 – 232 and other applicable

In the matter of the Scheme of Arrangement

Amongst

Their respective Shareholders and Creditors

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1), 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

(i) Details of the Order directing the calling, convening and conducting of the Meeting:

Amara Raja Batteries Limited

Mangal Industries Limited

(iii) Other particulars of the Company as per Rule 6(3) of the Arrangement Rules:

Amara Raja Batteries Limited

(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION.

(b) Details of change of name, registered office and objects of the Company during the last five years:

Inserted on August 14, 2021

Inserted on September 25, 2022

Mangal Industries Limited

(a) Summary of the main objects as per the Memorandum of Association and main business carried on by MIL:

(A) MAIN OBJECTS OF THE DEMERGED COMPANY ARE:

(b) Details of change of name, registered office and objects of MIL during the last five years:

(d) Details of the promoters and directors of MIL along with their addresses:

(i) Disclosure about effect of the Scheme on the various stakeholders of MIL:

(v) Other details regarding the Scheme required as per Rule 6(3) of the Arrangement Rules:

(a) Relationship between the Companies:

(b) Appointed Date, Effective Date, Record Date and Consideration for the Scheme:

(c) Consideration for the Arrangement:

(d) Summary of the Valuation Report and Fairness Opinion:

(e) Details of capital restructuring:

(f) Details of debt restructuring:

(g) Rationale and benefits of the Scheme as perceived by the board of directors of the Company:

Rationale of the Scheme

The implementation of this Scheme will result in the following benefits:

(k) Brief background and salient features of the Scheme:

Registered Office:

Amara Raja Batteries Limited

PRE-SCHEME AND POST-SCHEME (INDICATIVE) SHAREHOLDING PATTERN Amara Raja Batteries Limited

Notes :

PRE-SCHEME AND POST-SCHEME (INDICATIVE) SHAREHOLDING PATTERN Mangal Industries Limited

Notes :

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT AMARAVATI COMPANY APPLICATION NO. CA (CAA) No. 2 /230/AMR/2023 In the matter of the Companies Act, 2013;

Amara Raja Batteries Limited

EQUITY SHAREHOLDERS FORM NO. MGT-11 | PROXY FORM

Note:

Amara Raja Batteries Limited

ATTENDANCE SLIP

__________

__________

Name of the Member / Proxy

Signature of the Member / Proxy

Notes:

Amara Raja Batteries Limited

Route map for the location of the venue of the meeting

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Amara Raja Energy & Mobility Limited Proxy Solicitation & Information Statement 2023