BEML Ltd — Board/Management Information 2021

Jul 23, 2021

Winnor of BEML LIMITED CIN: L35202KA1964GOI001530) Golden Peacock Innovation Management Award

NEW RONMERS NEW DEEAMS (A Govt, of India Mini Ratna Company under Ministry of Defence)

Mysore Complex Tel:0821-2402422 Dear Sir/Madam. mail: benimysë sanchrmel.in

International Business Divislon Tel 91-80-222 2730, 2223 S350 email oive@ epolbeml.co.n

Technology Division Tel 91-80-2226 310-109 email : ofhce @cti.beml oo.in

Tel:91-5022965113

Regional Ofices

Bilaspur Tel:07752-252062 e-mail bilaspurE rm.beml.co.in

Chennei Tel:044-2827O792 emia:chernai gm.bemi.co.in

Hyderabad Tel :040-23227032 enail: yderabad@mbeml.ca.in

Kolkata

Mumbai e222049490 emal mumtaie rm.beml.coin

Nagpur Tel 0712-2248435 emal agpurê m.bem.co.in

New Delhi Tel:011-23316500 eTmai:deiEmbeml.coin

Ranchi 0651-2560370

e:05-2521604

Singrauli Tel :0785-268260 emai sirngaui@rm.beml.ooin

BEML Service Centres

Ongole Senvice Activity Centre

SV Ravisekhar Rao Service Activity Centre Kati- 483501 (M. P.)

Service Centre &Stores Kolkata-700088 Tel:033-24010782 e-mail : storeskolkote@m.beml.co.in

	Ref: CS/SEs/115	23.07.2021
Manufacturing Units:	National Stock Exchange of India Lid.	The BSE Limited
Bangalore ComplexTel:080-25242414e-mail bemlagmr®vsnl com	Listing Compliance DepartmentBandra-KurlaComplex,Plaza,Exchange	Listing ComplianceDepartmentP.J. Towers, 26h Floor,
KGF ComplexTel:08153-28020email bemlede @vsnl. net in	Bandra (East),MUMBAI- 400 051	Dalal Street,MUMBAI- 400 001

Sub: Outcome of the Board Meeting held on 23" July, 2021

Ref: Intimation of the Scheme of Arrangement under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) Trading Dhvision

mai dncettradng.bem.co.in 1. With reference to the captioned subject, we wish to inform that, the Board of Directors of the Company at its meeting held today has unanimously approved the Scheme of Arrangement between BEML Limited ('BEML') and BEML Land Assets Limited ('BLAL') and their respective shareholders and creditors ('the Scheme') in accordance with the provisions of Section 230 to 232 read with Section 66 of the Companies Act, 2013. The Scheme inter-alia provides:

a. Demerger of ldentified Surplus/ Non-core Assets" from BEMIL and its vesting in BEML Land Assets ILimited,

el 033-2282314 b. Reduction and cancellation of share capital of BEML Land Assets Limited and ETakokäia e mbmi.ca.in matters incidental thereto

• 1. The Scheme is subject to requisite statutory and regulatory approvals and sanction by the respective shareholders of each of the companies involved in the Scheme.
• 1. It may be noted that the Scheme has been reviewed and recommended for approval by the Audit Committee and Independent Directors of the Company in their respective meetings held on 22nd July 2021

emed renciem.beml.co.in The detailed disclosure as required under Regulation 30 of the Listing Regulations, Sambalpur 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9h September, 2015 is email sambelpurêmbemLcoin enclosed as Annexure to this outcome.

The meeting commenced at 10:30 hours and concluded at 12:30 hours. We request you to take the same on your records.

Moula Ai, Hyderbad Yours faithfully

Mobie No. : 9440312607 Company Secretariat

Annexure - Part B the Scheme relating to demerger of Identified Surplus/ Non-core assets

Sr.No.	Particulars	Details
	a)Brief details of divisions to bedemerged.	a) BEML Limited is demerging its Identified Surplus/Noncore assets which means the pieces and parcels of land andbuildingsmentionedbelow and shal mean and include allthe rights, title, interest and/or liabilities, if any, of theDemerged Company in relation thereto.
		Land Parcels:
		Slno. Description2Total	Bengaluru Complex(Free Hold)Mysore Complex (Free Hold)	Areainacres124.44401.36525.80
		Marketing/Sl.no.	CorporateDeseription	Areainacres
			Land parcel in Asansol	0.07
			Land parcel in Asansol	0.07
			Land parcel in Bilaspur	0.21
			Land parcel in RanchiLand parcel in Bangalore	4.990.12
		Total		5.46
		Slno.Description	Flats/Guest Houses/ Offices	Area
				in Sq.ft
		8	Jupiter Apartment (Colaba)	1,342
		910	Victor Building Flat 25/9Victor Building Flat 25/7	1,0231,023
		11	Victor Building Flat 25/10	883
		12	Victor Building Flat 25/4 & 25/5	431
			13 Supriya Estate Flat no. 10	2,000
		1415	D.0. PremisesGolf Green -3 Flats	6,970
		16	Sunny Park -3 Flats	2,2503,830
		17	Chithod Complex- 5 Flats	5,417
			18 Chithod Complex 2 Flats	1,601
		19	Greater Kailash- 1 Guest House	3,172
		2021	Guest House No. 35, Ulsoor RoadGuest House No. ,Ulsoor Road	3,4503,200
		Total		36,592
	of theTurnoverdemergedb)division and as percentage to thetotal turnover of the listed entity inthe immediately preceding financialyear/ based on financials of the lastfinancial year.	NIL	BEMLEHa aHTTCompanySecretariat

BriefofdetailsnchangeentitiesIn case of cash consideration -amount or otherwise share exchange ratio

pattern of BLAL There will be change in shareholdingofSnare holding pattem (if any) of all pursuant to BLAL issuing shares to the shareholdersBEML post demerger and reduction of existing sharecapital of BLAL held by BEML.There wil be no change in shareholding of BEML Limited. Share entitlement ratio for demerger of Identified surplus/non-core assetscquity share in the Resulting Company of face valueof INR 10 for every 1 equity share in the DemergedCompany.

the resulting company

Whether listing would be sought for Equity shares issued by BLAL pursuant to demerger snabe listed on the recognizedstock exchange.

Shareholding Pattern:

BEMLA

No. of Shares	% of Total	No. of Shares	of
			Totat54.03%
			45.97%
Nil	Nil	Nil	Nil
4,16,44,500	100%		100%
	2,25,00,0001,91,44,500	Before Scheme54.03%45.97%	Post Scheme2,25,00,0001,91,44,5004,16,44,500

Above shareholding is as on 31 March 2021

BLAL**

	Before Scheme		Post Scheme
Categoryy	No. of Shares	%of Total	No, of Shares	of Total
Promoters	100,000	100%	2,25,00,000	54.03%
Public	Nil	Nil	1,91,44,500	45.97%
nonNon-publicpromoter	Nil	Nil	Nil	Nil
Total	100,00o	100%	4,16,44,500	100%

**Above shareholding is as on 15" July, 2021. Shareholding pattern post scheme is computed based on share entitlement ratio.

Rationale and purpose of the scheme:

• ) Presently the President of India through the Ministry of Defense (MoD") holds 54.03% of the equity share capital of BEML as on date.
• i) The Government of India ("Gol") had 'in-principle' decided to disinvest 26.00% of the equity share capital of BEML Limited through strategic disinvestment along with transfer of management control ("Strategic Disinvestment").

• (ii) BEML. has land parcels and building spread across India, at its various manufacturing facilities. corporate oflice, marketing and regional offices out of which there are certain land parcels and buildings which can be categorized as surplus/ non-core asscts. The surplus/ non-core land and building details of BEML is hercinafter referred to as Idenified Surplus/ Non-core assets".
• (iv) The Boand of Directors of BEML has agreed, bascd on the decision of Government of India. to hive-off of ldentified Surplus/ Non-core assets separately and exclude it from the process of stratogic disinvestment. In order to achieve the above objectives, Identified Surplus/ Non-core Assets are being demerged into BEML Land Assets Limited
• () With a view to facilitate reconstruction and splitting up of public sector companies into separate companies, the Central Government vide Finance Act 2021, has inserted Explanation 6 to Section 2(19AA) of the Income Tax Act, 1961 with effect from 1 April 2021. Explanation 6 clarifies that the reconstruction or splitting upp o a publi sector company into separate companies shall be deemed to be a demerger, if such reconstruction or splitting up has been made to transfer any asset of the demerged company to the resulting company and such resulting company-

a) is a public sector company on the appointed date indicated in such scheme as may be approved by the Central Govermment or any other body authorized under the provisions of the Companies Act, 2013 or any other law for the time being in force governing such public sector companies in this behalf, and

b) fulfills such other conditions as may be notified by the Central Government in the Official Gazette in this behalf

• (vi) The reconstruction and splitting up, by way of transfer of the ldentified Surplus/ Non-core assets to BEML Land Assets Limited, is to be undertaken in terms of Explanation 6 to Section 2(19AA) of the Income Tax Act, 1961.
• (vi) The proposed corporate restructuring mechanism by way of a Scheme under the provisions of the Act is beneficial, advantageous and not prejudicial to the interests of the shareholders, debenture holders, creditors, general public at large and other stakeholders of the companies involved.