Crompton Greaves Consumer Electricals Limited — M&A Activity 2023

Mar 25, 2023

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

March 25, 2023

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To, To,
The Secretary The Secretary
BSE Limited (“BSE”), National Stock Exchange of India Limited
Corporate Relationship Department, (“NSE”),
2 [nd] Floor, New Trading Ring, “Exchange Plaza”, 5 [th] Floor,
P.J. Towers, Dalal Street, Plot No. C/1, G Block,
Mumbai – 400 001 Bandra-Kurla Complex, Bandra (East),
Mumbai – 400 051
BSE Scrip Code: 539876 NSE Symbol: CROMPTON
ISIN: INE299U01018 ISIN: INE299U01018
Our Reference: 158/2022-23 Our Reference: 158/2022-23
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Dear Sirs/Madam

Re: Regulation 30 of the SEBI (Listing Obligations and Disclosure “ ” Requirements) Regulations 2015, as amended ( Listing Regulations ) - Intimation of the outcome of the meeting of the Board of Directors of Crompton Greaves Consumer Electricals Limited (“Company” or “Transferee Company”) held on March 25, 2023

In compliance with Regulation 30 read with Schedule III of the Listing Regulations, we wish to inform that the Board of Directors of the Company ( “the Board” ) at its meeting held today, i.e. March 25, 2023 , has considered and approved the Scheme of Amalgamation of the Butterfly Gandhimathi Appliances Limited, ( “Transferor Company” ) with the Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder ( “Scheme” ). The Scheme inter alia provides for amalgamation of the Transferor Company with the Company.

Pursuant to the proposed Scheme, equity shares of the Company shall be issued to the shareholders of the Transferor Company (other than the Company) in accordance with the Share Swap Ratio ( as defined in Annexure I hereto ), which would be listed on the BSE Limited and the National Stock Exchange of India Limited (collectively referred to as “Stock Exchanges” ).

The Scheme is subject to the receipt of necessary statutory and regulatory approvals including approval of Stock Exchanges, the Securities and Exchange Board of India, the respective shareholders and creditors of respective companies and National Company Law Tribunal(s) (Mumbai & Chennai Benches).

In terms of the Listing Regulations read with SEBI Circular No CIR/CFD/CMD/4/2015 dated September 9, 2015, we are furnishing herewith the details of the Scheme as Annexure – I.

The above information is also being made available on the website of the Company at www.crompton.co.in

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

Kindly take the above information on record and acknowledge.

Yours sincerely For Crompton Greaves Consumer Electricals Limited

Digitally signed by Rashmi Khandelwal DN: c=IN, o=Personal, title=6571, Rashmi pseudonym=133092532660904848ndUPGYWFT9oI87, 2.5.4.20=5da9433664eafa69d23a314f5c20da4 5b8c4392b456b9ff24d4c3b398bc97a9d, Khandelwal postalCode=400079, st=Maharashtra, serialNumber=847b14bda041d6dbff97519363528ffafbe2af6889746847c8868c38c9be8da4, cn=Rashmi Khandelwal Date: 2023.03.25 18:14:15 +05'30'

Rashmi Khandelwal Company Secretary & Compliance Officer ACS - 28839

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

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Annexure I – Brief details of Amalgamation / Merger

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a) Name of the Butterfly Gandhimathi Appliances Limited - Standalone as on
entity(ies) September 30, 2022
forming part
of the Total assets – INR 665.93 Crore
amalgamatio
Net worth – INR 272.56 Crore
n/ merger,
details in
Turnover – INR 621.32 Crore
brief such as
size, Crompton Greaves Consumer Electricals Limited - Consolidated as
turnover etc on September 30, 2022
Total assets – INR 5940.79 Crore
Net worth – INR 2881.65 Crore
Turnover – INR 3562.44 Crore
For six months ended September 30, 2022
b) Whether the Yes. The Company is a holding company of the Transferor Company and
transaction as such both the companies involved in the transaction are related parties
would fall to each other.
within related
party However, in terms of General Circular No. 30/2014 dated July 17, 2014
transactions issued by Ministry of Corporate Affairs, the transactions arising out of
? If yes, compromises, arrangements and amalgamations under the Companies
whether the Act, 2013, will not attract the requirements of Section 188 of the Act.
same is
done at The consideration for the amalgamation is being discharged on an "arm's
“arms’ length" basis.
length”
c) Area of 1. Butterfly Gandhimathi Appliances Limited ( “Transferor
business of Company” ) is a public company incorporated under the provisions of
the the Companies Act, 1956. The Transferor Company is involved in
entity(ies) manufacturing and trading of a wide range of domestic kitchen and
electrical appliances under the brand ‘BUTTERFLY’. The equity
shares of the Transferor Company are listed on the Stock Exchanges.
The Transferor Company is a subsidiary of the Transferee Company.
2. Crompton Greaves Consumer Electricals Limited ( “Transferee
Company” or "the Company" ) is a public company incorporated
under the provisions of the Companies Act, 2013. The Transferee
Company is engaged in the business of manufacturing, trading, selling
and distribution of fans, lighting, pumps and appliances. The equity
shares of the Transferee Company are listed on the Stock Exchanges.
The non-convertible debentures of the Transferee Company are listed
on the debt segment of the National Stock Exchange of India Limited.
The Transferee Company holds 75% of the total issued and paid-up
equity share capital of the Transferor Company.
d) Rationale for The Transferor Company is a subsidiary of the Transferee Company. It is
amalgamatio proposed to integrate their businesses to achieve following benefits:
n/ merger
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Crompton Greaves Consumer Electricals Limited Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India

• T: +91 22 6167 8499 F: +91 22 6167 8383

• W: www.crompton.co.in CIN: L31900MH2015PLC262254

		(a) Enhancement of operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources; (b) Achieve synergies in revenue, costs, faster Go-To-Market strategy stronger base for future growth across all parts of India and to enable greater focus on product innovation; (c) An integrated and coordinated approach to business and focus on product innovation will allow for a more efficient allocation of capital and resources for growth opportunities; (d) Ability to cross-sell products through the respective distribution channels in the high growth appliances segment with premium offering across product categories; (e) Efficient materials management, warehouse rationalization and unified approach on customer engagement; (f) Unification and streamlining off legal and regulatory compliances currently required to be carried out by both, the Transferor Company and the Transferee Company; (g) Consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources; (h) Adaptation of best practices and in enhancing mechanization / automation of various processes through latest technologies; (i) Alignment of interest of all stakeholders of both the companies; (j) Streamlining of the corporate structure; and (k) Improved organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent and vast experience to compete in increasingly competitive industry. The amalgamation is in the interest of both the companies, their respective shareholders, creditors and is not prejudicial to the interests of the concerned shareholders, creditors and other stakeholders.
e)	In case of cash consideratio n – amount or otherwise share exchange ratio	There is no cash consideration involved in the Scheme. On Amalgamation of the Transferor Company with the Transferee Company The Company will issue its equity shares to the shareholders of the Transferor Company (other than itself towards the equity shares held by it in the Transferor Company) as per the below share swap ratio. 22 (Twenty Two) fully paid up equity shares of INR 2 (Indian Rupees Two) each, for every 5 (Five) fully paid-up equity shares of INR 10 (Indian Rupees Ten) of the Transferor Company (“Share Swap Ratio”). The Share Swap Ratio is arrived on the basis of the Joint Share Swap Ratio Report dated March 24, 2023 issued by M/s. Ernst & Young Merchant Banking Services LLP (Registration No. IBBI/RV- E/05/2021/155) and M/s. PwC Business Consulting Services LLP (Registration No. IBBI/RV-E/02/2022/158) Registered Valuers (“Joint Share Swap Ratio Report”), describing the methodology adopted by them in arriving at the Share Swap Ratio. Kotak Mahindra Capital Company Limited, an Independent SEBI registered (Category- I) Merchant Banker, has issued fairness opinion

Crompton Greaves Consumer Electricals Limited

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Registered & Corporate Office : Tower 3, 1[st] Floor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383

W: www.crompton.co.in CIN: L31900MH2015PLC262254

			Registered & Corporate Office: Tower 3, 1stFloor, East Wing, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400 070.India T: +91 22 6167 8499 F: +91 22 6167 8383 W:www.crompton.co.in CIN: L31900MH2015PLC262254
			stating that the Share Swap Ratio determined under the Joint Share Swap Ratio Report is fair from a financial point of view.
f)	Brief details of change in shareholding pattern (if any) of listed entity		Pursuant to the Scheme, shareholding pattern of the Company pre and post the Scheme will be as follows: Pre- Scheme Post Scheme As on March 23, 2023 No of Shares % Holding Basis shareholding as on March 23, 2023 No of Shares % Holding Promoters Nil - Promoters Nil - Non - Promoters 63,59,86,199 100.00 Non- Promoters 65,56,53,707 100.00 Total 63,59,86,199 100.00 Total 65,56,53,707 100.00 Post the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up. Accordingly, change in shareholding pattern of the Transferor Company shall not be applicable.

Yours sincerely For Crompton Greaves Consumer Electricals Limited

Digitally signed by Rashmi Khandelwal DN: c=IN, o=Personal, title=6571, Rashmi pseudonym=133092532660904848ndUPGYWFT9oI87, 2.5.4.20=5da9433664eafa69d23a314f5c20da 45b8c4392b456b9ff24d4c3b398bc97a9d, Khandelwal postalCode=400079, st=Maharashtra, serialNumber=847b14bda041d6dbff97519363528ffafbe2af6889746847c8868c38c9be8da4 , cn=Rashmi Khandelwal Date: 2023.03.25 18:13:52 +05'30' Rashmi Khandelwal Company Secretary & Compliance Officer ACS - 28839