Bodal Chemicals Ltd — M&A Activity 2021

Oct 29, 2021

By Online submission

Sec/21-22/78 Date:29-10-2021

To, The General Manager, Department of Corporate Services, BSE Limited, 1st Floor, New Trading Ring, Rotunda Building, P.J. Tower Dalal Street, Fort, Mumbai-400 001. BSE CODE: 524370

To, The General Manager, National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Sandra (E), Mumbai - 400 051. NSE CODE: BODALCH EM

Dear Sir/madam

Sub: Intimation Under regulation 30 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015- Scheme of Amalgamation

With reference to the captioned subject matter, we are pleased to inform you that based on recommendation of Committee of Independent Directors, Audit Committee, the Board of Directors of the Company at its meeting held today i.e. October 29, 2021 has considered and approved the Scheme of Amalgamation of S PS Processors Pvt Limited (Subsidiary Company) with the Company subject to necessary statutory and regulatory approvals.

Further, we herewith enclosed Annexure -1, The Information pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015

Kindly take the same on your record.

Thanking You,

Yours faithfully

Company Secret Encl.: As above

CIN No.: L24110GJ1986PLC009003

Tel: +91 - 99099 50855 +91 - 99099 50856 E-mail info@bodal.com I

Annexure I

Information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015.

	1. S P S Processors Private Limited ("Transferor Company") 2. Bodal Chemicals Limited ("Transferee Company")
Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.;	Particulars	Net worth as on March 31, 2021.	(Rs. in Million) Turnover ason March 31, 2021.
	S P S Processors Private Limited	-0.94	981.01
	Bodal Chemicals Limited	9,357.93	11,244.08
Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length";	The transaction of amalgamation of S P S Processors Private Limited with the Company would fall within related Obligations and Disclosure Requirements) Regulations 2015. The transaction shall not attract compliance with the requirements of Section 188 of the Companies Act, 2013 pursuant to the clarifications provided in General Circular No. 30/2014 dated July 17, 2014. The consideration for the Scheme will be discharged on an 'arm's length' basis.	party transactions under the SEBI	(Listing
Area of business of the entity(ies);	S PS Processors Private Limited {"Transferor Company") is engaged in the manufacturing of dye intermediates mainly H acid and vinly sulphone etc.
	Bodal Chemicals engaged in the manufacturing as well as trading in all kinds of dyestuffs, dyes intermediates and basic and other chemicals etc; Company is also engaged in export and import of all such products.	Limited (Transferee	Company) is
	1. The proposed amalgamation will off er an immense opportu to consolidate the portfolio of brands and products that relevant to the "chemical industry" under a single roof;
Rationale for amalgamation/ merger;	2. The proposed amalgamation will enable the merged entit cater to the needs of entire value chain. This can have a be

HEAD OFFICE

I Plot No. 123-124, Phase-I, G.I.D.C, Vatva, Ahmedabad-382 445. Gujarat, India.

www.bodal.com CIN No. : L24110GJ1986PLC009003

: +91 - 99099 50855 +91 - 99099 50856 iail: info@bodal.com I

^h. f • J::.01.0 U..El S . ll'.,.\TEGflfTION. •I'll ^O VAT IO N. reac m tenns o vanous customer om,e ~nu w1 prov1u stronger market position to the company;

1. The proposed amalgamation will result in operational synerg and efficiency for the merged entity. Accordingly, the Sche would strengthen and complement the businesses of Companies;

2. The Scheme would help in achieving synergies in busin operations and streamlining the business activities for Companies, combining the following activities which wo result in significant growth in business: -

-material procurement and storage; -FG storage and dispatches;

-Internal movement of materials;

-Sharing of common utilities;

-Re-distribution of marketing portfolios thereby reduc marketing and travelling costs;

1. The Amalgamation of Transferor Company with the Transfe Company will result into enlarged combined assets base and ,; also provide an opportunity for the merged entity to leverage such assets;

2. Greater integration and greater financial strength and flexibi for the Transferee Company, which would result in maximiz overall shareholders value, and will improve the competit position of the merged entity;

3. The proposed amalgamation would help in enhancing the sc of operations, reduction in overheads, including administrati statutory compliances, managerial and other expendit operational rationalization, organizational efficiency, and opti, utilization of resources by avoiding duplication of efforts; and

4. Taking into consideration the above synergies, the mer entity would result in better profitability and EBITDA margi Accordingly, the stronger financials will provide a be opportunity in terms of better trade credits, financial resources , in negotiations for prices and suppliers credit terms for the mer entity.

Share Exchange Ratio:

In case of cash consideration - amount 61 (Sixty One) Equity shares of face value of Re.2/-(Face or otherwise share exchange ratio; value Rupees Two) each in BCL / Transferee Company for ever 1 E uit shares of Rs. 100/- (Face Value

HEAD OFFICE

I PlotNo.123-124,Phase-l, G.I.D.C, Vatva, Ahmedabad-382 445. Gujarat, India.

www.bodal.com

	Rupees One Hundred) each hel'rf'tRUS'Pst Company.		'TI-~nTsre'rcW OVATION.
Brief details of change in shareholding pattern (if any) of listed entity.	Shareholding pattern of the Company pre and post Amalgamation:
	Category	Pre%	Post%
	Promoter Group	58.94	57.55
	Public	41.06	42.45
	Total	100.00	100.00

HEAD OFFICE :

I Plot No. 123-124, Phase-I, G.I.D.C, Vatva, Ahmedabad-382 445. Gujarat, India.

www.bodal.com CIN No. : 1241 IOGJ1986PLC009003 Tel: +91 - 99099 50855 +91 - 99099 50856 E-mail : info@bodal.com I