Crompton Greaves Consumer Electricals Limited

Crompton

February 22, 2022

Registered & Corporate Office: Tower 3, 1 st Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai 400 070. India Tel: +91226167 8499 F: +91226167 8383 W: www.crompton.co.in. CIN: l.31900MH2015PLC262254

To,

To, BSE Limited ("BSE"), Sir Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai - 400001	To, National Stock Exchange of India ("NSE"), "Exchange Plaza", 5thFloor, Plot No. C/1, G Block, Bandra-Kurla Complex, Sandra(East),Mumbai - 400 051. Limited
BSE Scrip Code: 539876	NSE Symbol: CROMPTON
ISIN: INE299U01018

Dear Sir/ Madam,

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

Sub: Outcome of Board Meeting held on February 22, 2022

Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform that on February 22, 2022, the Board of Directors of Crompton Greaves Consumer Electricals Limited ("Crompton/ the "Company") considered and approved, and the Company has executed (A) a share purchase agreement ("SPA") with V.M. Lakshminarayanan, V.M. Balasubramaniam, V.M. Seshadri, V.M. Gangadharam, V.M. Kumaresan, LLM Appliances Private Limited, VM Chettiar and Sons India LLP (collectively "Sellers"), being members of the promoter group of Butterfly Gandhimathi Appliances Limited ("Butterfly"), and Butterfly, (i) in relation to acquisition of up to 55% of the issued and paid-up equity share capital of Butterfly, at a price of INR 1,403.00 per equity share aggregating up to INR 1,379.68 er, subject to the terms and conditions set out in the SPA, details of which are contained in Annexure 1, and (ii) in relation to assignment of trademarks for: (a) certain prior trademarks, and (b) certain trademarks in allied and cognate classes, ("Trademarks"), vis-a-vis the trademarks held by Butterfly from: (x) LLM Appliances Private Limited, for a consideration of INR 17.00 er; (y) Sivagurunathan Industries (through its partners VMG Viswanathan, VML Senthilnathan) for a consideration of INR 4.64 er, and (z) Swaminathan Enterprises Private Limited, for a consideration of INR 8.74 er; aggregating to INR 30.38 er; and (B) other transaction documents. LLM Appliances Private Limited, partners of Sivagurunathan Industries, and Swaminathan Enterprises Private Limited are part of the promoter/ promoter group of Butterfly or are related to them.

The Company will also make an open offer to acquire up to 26% of the voting share capital of Butterfly at a price of INR 1,433.90 per equity share ("Offer Price") aggregating up to INR 666.57 er from the public shareholders of Butterfly in accordance with the Securities and Exchange Board of India (Substantial Acquisition

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of Shares and Takeovers) Regulations, 2011, as amended ("SEBI (SAST) Regulati Since the acquisition of the Trademarks is part of the SPA and is relevant to prot trademarks of Butterfly, in terms of the SEBI (SAST} Regulations, INR 30.90 per

Crompton

Crompton Greaves Consumer Electricals Limited Registered & Corporate Office: Tower 3, 1st Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai 400 070. India Tel: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in. CIN: L31900MH2015PLC262254

share has been added to the price determined under Regulation 8(2) of the SEBI (SAST) Regulations for the purpose of arriving at the Offer Price of INR 1,433.90 per equity share.

The information required pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September 2015 is enclosed herewith as Annexure 1.

A copy of the press release issued by the Company is also enclosed.

You are requested to take the same on your records.

Thanking you,

Yours truly,

For Crompton Greaves Consumer Electricals Limited

�[i�]

Pragya Kaul Company Secretary and Compliance Officer

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2 Is

Crompton

Crompton Greaves Consumer Electricals Limited Registered & Corporate Office: Tower 3, 1st Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai 400 070. India Tel: +91 22 6167 8499 F: +91 22 6167 8383 W: www.crompton.co.in. CIN: L31900MH2015PLC262254

ANNEXURE 1

Disclosure of information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI circular No. CIR/CFD/CMD/4/2015 dated 9 September 2015.

~~s.~~	Particulars	Description
No.
1.	Name of target entity, details	Butterfly Gandhimathi Appliances Limited("Butterly")
	in brief such as size, turnover etc.	(i) Butterfly is listed on SSE Ltd and National Stock Exchange of India Limited.
		(ii) Butterfly had revenues of INR 869. 64 er for the year
		ended March 31, 2021.
		(iii) For the nine months ended December 31, 2021, Butterly had revenues ofINR805.99 er.
2.	Whether the acquisition	No, the acquisition does not fall under the category of
	would fall within related	related party transaction(s).
	party transaction(s) and whether the promoter/ promoter group/ group	The promoter / promoter group / group companies of Crompton do not have any interest in Butterfly.
	companies have any
	interest in the entity being
	acquired? If yes, nature of
	interest and details thereof
	and whether the same is
	done at "arm's length"
3.	Industr to which the entity	Kitchen and Small Domestic Appliances
	beinq acquired belonqs
4.	Objects and effects of	The prime objective of Crompton for undertaking the
	acquisition (including but not	acquisition and subsequent open offer is to have substantial
	limited to, disclosure of	holding of equity shares and voting rights, accompanied by
	reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	acquisition of control of Butterly. Backed by a ready manufacturing and R&D infrastructure, along with Crompton's key capabilities and pan-India reach, Butterfly creates a strong opportunity for innovation and expansion
		in core and adjacent categories and is expected to unlock
		synergies for both companies. The acquisition of
		Trademarks is to enable the protection of the exclusivity,
		legacy, and goodwill of the intellectual property of Butterly
		as well as consolidation and expansion in complementary
		segments. This acquisition is a transformational step
		towards Crompton's long-term strategic goal of becoming a
		leading pan-India player in small domestic appliances.
5.	Brief details of any	Not applicable
	governmental or regulatory
	approvals required for the
	acquisition

Crompton

		Crompton
		Crompton Greaves Consumer Electricals Limited
		Registered&Corporate Ofice:Tower 3, 1st Floor,
		East Wing, Equinox Business Park, LBS Marg,
		Kurla (West), Mumbai 400 070. India
		Tel: +91 22 6167 8499 F: +91 22 6167 8383
s.	Pariculars	W: www.cromoton.co.in CIN·L1900MH2015PLC212254 Description
No.
6.	Indicative time period for	Acquisition is subject to completion of customar closing
	completion of the acquisition	conditions. Crompton will complete the acquisition in
		compliance with the provisions of SEBI (SAST)
		Regulations.
7.	Nature of consideration -	Cash - (a) aggregate amount up to INR 1,379.68 er for the
	whether cash consideration	acquisition of up to 98,33, 754 equity shares of Butterfly,
	or share swap and details of	subject to adjustments contemplated in the SPA, and (b)
	the same	aggregate amount ofINR30.38 er for the acquisition of
		Trademarks
8.	Cost of acquisition or the	INR 1,403.00 per equity share under the SPA, subject to
	price at which the shares are	adjustments contemplated in the SPA.
	acquired under the SPA
9.	Percentage of shareholding _I_control acquired and / or	Up to 55% of the issued and paid-up equity share capital of Buterfly("Sale Shares")under the SPA. One of the sellers
	number of shares acquired	has the flexibility to sell up to 1 % of the issued and paid-up
		equity share capital of Butterfly on-market, up to the date of
		the proposed acquisition of shares under the SPA, and any
		such sale of equity shares shall reduce the stake to be
		acquired under the SPA.
		The transactions contemplated under the SPA may be consummated either on-market or by way of of-market
		transfers. In case, the transaction is consummated on the
		floor of the stock-exchange, and any or all of the sellers
		continue to hold any Sale Shares after undertaking the
		transactions envisaged under the SPA("Slippage
		Shares"),then such sellers are required to sell the Slippage
		Shares within a specified time. However, if the sellers are
		unable to sell the Slippage Shares, subject to applicable
		law, Crompton shall purchase, after completion of the open
		offer, up to such number of unsold Slippage Shares from
		the sellers which are equivalent to the difference between
		the total shares to be acquired in the open offer and the shares validly accepted in the open ofer, at the same price
		at which equity shares are proposed to be acquired under
		the SPA.
		Up to 26% of the voting share capital of Butterfly to be acquired under the open ofer (subject to the acceptance in the open ofer)
		Crompton will acquire sole control over Buttery in terms of
		SEBI (SAST) Regulations, and in accordance with the SPA.
		The acquisition of the Trademarks is expected to be
		concluded simultaneous with the acquisition of the shar�
		under the SPA. ~~�~~

Crompton

. -----� s. -. Particulars No.

Brief background about the entity acquired in terms of products / line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)

Butterfly is a publicly listed company which was incorporated on February 24, 1986, under the provisions of the Companies Act 1956, having its registered office at 143, Pudupakkam Village, Vandalur Kelambakkam Road, Kelambakkam, Chengalpattu, Tamil Nadu - 603103.

Butterfly is engaged in the business of manufacturing, marketing, distributing, and supplying household appliances (manufactured in-house or through vendors) including:

Electric appliances like Mixer-Grinder, Table Top Wet Grinder, Electric Kettle, Electric Rice Cooker, Induction Cook-Top, Chimneys, Tower Fans, Juicer Mixer Grinder, Iron Box, Single Tub Washer, Air cooler, Water Heater (Geyser); and (a)

(b) Non-Electrical Appliances and Utensils like LPG Stoves, Pressure Cookers, Stainless Steel Vacuum Flasks, Stainless Steel Water Bottles, Non-Stick Cookware, Hand Blender, Manual Chopper.

Period	Revenue from Operations
	(INR er.)
FY 2018-19	651.98
FY 2019-20	678.70
FY 2020-21	869.64

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SIS

Crompton Greaves Consumer Electricals Ltd. announces the acquisition of controlling stake in Butterfly Gandhimathi Appliances Ltd.

Crompton Greaves Consumer Electricals Ltd. ("Crompton") has signed definitive agreements on February 22, 2022 with certain members of the promoter group of Butterfly Gandhimathi Appliances Ltd. ("Butterfly") to acquire (a) upto 55% stake at INR 1,403.00 per equity share, aggregating upto INR 1,379.68 er, and (b) certain Butterfly trademarks in allied and cognate classes from promoter group entiti�s ("Trademarks") for a consideration of INR 30.38 er. Crompton will launch the mandatory open offer to the public shareholders of Butterfly, for acquiring upto 26% stake in Butterfly at a price ofINR 1,433.90 per equity share, aggregating upto INR 666.57 er; for an aggregate total consideration ofupto INR 2,076.63 er.
► Butterfly's leading kitchen and small domestic appliances portfolio includes Mixer Grinders, Table Top Wet Grinders, Pressure Cookers, Stainless Steel Vacuum Flasks, LPG Stoves and Non-Stick Cookware. Butterfly is amongst the top 3 pan-India kitchen and small domestic appliances players. In South India, Butterfly is #1 in Table Top Wet Grinders and LPG Stoves, #2 in Mixer Grinders and #3 in Pressure Cookers.
► In FY 21, Butterfly reported revenues ofINR 870 er (~21 % CAGR over the period FYI 7-21), with EBITDA of INR 80 er. In 9M FY22, Butterfly reported revenues of INR 806 er (yoy growth of ~22%) and EBITDA of INR 75 er.
► The transaction will accelerate Crompton' s long-term strategic goal of becoming a leading player in the small domestic appliances segment.
► will Butterfly's complementary product portfolio coupled with scale and channel synergies drive robust revenue growth and profitability.

Mumbai - Feb 22, 2022: Crompton, a leading electrical consumer durables company in India, announces that it has signed definitive agreements on February 22, 2022 to: (a) acquire upto 55% stake in Butterfly, a company engaged in the manufacturing, marketing and distribution of kitchen and small domestic appliances ("SDA"), at a price of INR 1,403.00 per equity share, and (b) Trademarks for a consideration of INR 30.38 er. Crompton will also launch the mandatory open offer to the public shareholders of Butterfly for the acquisition ofup to 26% stake at a price of INR 1,433.90 per equity share. The transaction will be subject to completion of customary closing conditions. The transaction is expected to be financed through a mix of internal accruals and debt.

This acquisition is a transformational step towards Crompton' s long-term strategic goal of becoming a leading pan-India player in small domestic appliances. As one of the few integrated manufacturers in this space, Butterfly offers immediate scale in kitchen appliances with its diverse portfolio, increasing the share of SDA in Crompton' s offering. This diverse portfolio spans a complementary set of segments, including mixer grinders, stoves and cooktops, table top wet grinders, pressure cookers, etc. Acquiring the Trademarks enables the protection of the exclusivity, legacy, and goodwill of the intellectual property of Butterfly as well as consolidation and expansion in complementary segments. Backed by a ready manufacturing and R&D infrastructure, along with Crompton's key capabilities and pan-India reach, Butterfly creates a strong opportunity for innovation and expansion in core and adjacent categories and is expected to unlock synergies for both companies.

Shantanu Khosla, Managing Director - Crompton, said, "Crompton has, in its long-term strategic plan, laid out the roadmap to "Extend the Core Product Portfolio". A key step in this roadmap is to strengthen the small domestic appliances category. Butterfly, a brand with a vintage of over 5 decades, has grown to become a strong brand in South India, with deeply ingrained core values and positive culture amongst its employees. We appreciate the trust the promoter family behind Butterfly is placing in us to take the company to greater heights. Butterfly is an attractive fit with Crompton's long-term strategy, vision and strategic pillars. Tr s acquisition provides concrete support to our long-term vision of become a leading pan-India kitchen appliances player. Butterfly's proven channel and brand strategy will form the base for a stronger SDA business led by mixer grinders. Tr s sets up a platform for a fu kitchen play, which will enable a stronger connect with every home. We are excited by the opportunity ahead and wish to serve our valued customers through a larger distribution network and wider range of competitive and innovative products."

VM Lakshminarayanan, Chairman - Butterfly, said, "As a 50-year-old family and home grown business, we are proud of the growth story our brand has been a part of. Butterfly is a strong brand in South India, and this step will provide an opportunity for the Butterfly brand to achieve pan-India reach. Crompton is a synergistic fit and together, there is great potential for powerful complementarity going forward. We have great respect for Crompton and are happy that this brand which has been so close to us is being entrusted to good hands at the right stage of its future growth journey. We are certain that Butterfly will reach new heights and successes with its instilled values and culture."

Kotak Investment Banking acted as Financial Advisor and Manager to the Open Offer for Crompton, and Khaitan & Co acted as Legal Advisor for Crompton.

About Crompton:

With a brand legacy of 80+ years, Crompton Greaves Consumer Electricals Ltd. is India's market leader in the category of fans and residential pumps. Over the years, the organization has continuously strived to produce a range of innovative products that cater to the modem consumer including superior quality and high-performance water heaters, anti-dust fans, antibacterial LED bulbs and a range of other categories like air coolers, f d processors like mixer grinders, electric kettles and garment care like irons. The company has further invested in brand and innovation to not only better understand and meet consumer needs, but to also help drive energy efficiency. The consumer business also has a well established and organized distribution network driven by a strong dealer base across the country offering a wide service network and robust after sales service to its customers. Connect with us on www .crom:ton.co. u1

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Crompton Greaves Consumer Electricals Limited M&A Activity 2022

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