BEML Ltd — Regulatory Filings 2021

Oct 14, 2021

Schedule 'A' Company under Ministry of Defence, Govt. of India

Defence & Aerospace | Mining & Construction | Rail & Metro

Ref: CS/SOA/NSEBSE/149

14.10.2021

National Stock Exchange of India LimitedListing Compliance DepartmentExchange Plaza, Bandra - Kurla Complex, P.J. Towers, 26 th Floor,	The BSE LimitedI Listing Compliance Department
Bandra (East),	Dalal Street, MUMBAI - 400 001
MUMBAI - 400 051

Dear Sir,

Г

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Receipt of Observation letter from NSE in relation to Scheme of Arrangement for Demerger between BEML Limited and BEML Land Assets Limited and their Respective Shareholders and Creditors.

Ref: BEML letter no. CS/SEs/115 dated 23.07.2021

This is in continuation to our above referred letter, we would like to inform that National Stock Exchange of India Limited have issued Observation letter dated 13th October 2021 conveying "No objection" to the Scheme, as required under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Copy of said Observation letter is enclosed.

This is for your kind information.

Yours faithfully, for BEML LIMITED RAVISEKHAR Digitally signed byRAVISEKHAR RAO RAO SAMBATUR SAMBATUR VENKATA Date: 2021.10.14 10:17:26 VENKATA $+05'30'$ S V Ravisekhar Rao Company Secretary & Compliance Officer

ಹಹಾನಕಬೇರಿCorporate Office

'ಬೆಮೆಲ್ಪೌಧ', ೨೩/೧, ೪ನೇಮುಖ್ಯರಸ್ತೆ, ಸಂಪಂಗಿರಾಮನಗರ, ಬೆಂಗಳೂರು - ೫೬೦೦೨೭.ದೂರವಾಣಿಸಂಖ್ಯೆ : +೯೧೮೦೨೨೨೨೩೦೬೫

ಫ್ಯಾಕ್ಸ್ನಂಖ್ಯೆ : +೯೧೮೦೨೨೧೦೪೦೯೯

BEML Soudha, 23/1, 4th. Main, S R Nagar, Bangalore - 560027, Tel. +91 80 22963142/211, Fax. +91 80 22963142

e-mail:cs@beml.co.in @cmdbeml + @BEMLHQ

CIN:L35202KA1964GOI001530, GST NO. 29AAACB8433D1ZU

www.bemlindia.in

Ref: NSE/LIST/27808_II October 13, 2021

The Company Secretary BEML Limited 23/1, BEML Soudha, 4th Main, S.R. Nagar, Bangaluru – 560027.

Kind Attn.: Mr. S V Ravisekhar Rao

Dear Sir,

Sub: Observation Letter for draft scheme of arrangement between BEML Limited and BEML Land Assets Limited and their respective shareholders and creditors

We are in receipt of draft scheme of arrangement between BEML Limited ("Demerged Company") and BEML Land Assets Limited ('Resulting Company") and their respective shareholders and creditors vide application dated July 30, 2021.

Based on our letter reference no. NSE/LIST/27808_I submitted to SEBI and pursuant to SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ("Circular"), kindly find following comments on the draft scheme:

• a. The Company shall duly comply with various provisions of the Circular.
• b. The Company to ensure that suitable disclosure about the latest financials of the companies involved in the scheme being not more than 6 months old is done before filing the same with the Hon'ble National Company Law Tribunal ('NCLT').
• c. The Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.
• d. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCLT and the company is obliged to bring the observations to the notice of Hon'ble NCLT.
• e. It is to be noted that the petitions are filed by the company before Hon'ble NCLT after processing and communication of comments/observations on draft scheme by SEBI/Stock Exchange(s). Hence, the company is not required to send notice for representation as mandated under Section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) This Document is Digitally Signed Signer: Harshad P Dharod Date: Wed, Oct 13, 2021 20:45:49 IST

Location: NSE

of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our "No objection" in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Company should also fulfil the Exchange's criteria for listing of such company and also comply with other applicable statutory requirements. However, the listing of shares of BEML Land Assets Limited is at the discretion of the Exchange.

The listing of BEML Land Assets Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

• 1. To submit the Information Memorandum containing all the information about BEML Land Assets Limited and its group companies in line with the disclosure requirements applicable for public issues with NSE for making the same available to the public through website of the companies.
• 1. To publish an advertisement in the newspapers containing all the information about BEML Land Assets Limited in line with the details required as per SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
• 1. To disclose all the material information about BEML Land Assets Limited to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
• 1. The following provision shall be incorporated in the scheme:

(a) "The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange."

(b) "There shall be no change in the shareholding pattern or control in BEML Land Assets Limited between the record date and the listing which may affect the status of this approval."

This Document is Digitally Signed

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this "Observation Letter" shall be six months from October 13, 2021 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully, For National Stock Exchange of India Limited

Harshad Dharod Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed