EMAMI REALTY LIMITED — Capital/Financing Update 2020

Mar 5, 2020

cmami realty limited

* (formerly cmamT Infrastructure limited)

Ref: ERL/SECRETARIAL/2019-20/1833 5th March, 2020

The General Manager	The Secretary	The Secretary
Department of Corporate	National Stock Exchange of The Calcutta Stoc k Exchange
Services	India Limited	Limited
BSE Limited	Exchange Plaza, Bandra Kurla	7, Lyons Ra nge
Phiroze S Jeejeebhoy Towers	Complex	Kolkata-700 001
Dalal Street, Mumbai-400 001	Bandra (E), Mumbai-400 051

Dear Sir(s),

SUB: Out come of Board Meeting held today, 5th March, 2020, pursuant to Regulation 30 of the SEBI (List ing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular no. CIR/CFD/CMD/4/2015 dated gth September, 2015

This is to inform you that the Board of Directors of the Company, at its meeting held today, t he 5th of March, 2020, has upon consideration of the recommendations of Audit Committee, inter alia, approved the Scheme of Arra ngement for Demerger under Sections 230 to 232 of the Companies Act, 2013 between Oriental Sales Agencies (India} Private Limited ("Demerged Company") and the Company ("Resulting Company") and t heir respective shareholders.

The said Scheme of Arra ngement for Demerger is subject to necessary statut ory and regulatory approvals including the approval of t he Securities and Exchange Board of India (SEBI}, Stock Exchanges, Hon'ble National Company Law Tribunal, respective shareholders and creditors, if any, of each ofthe companies involved in the Scheme.

The disclosures in respect of t he aforesaid Scheme of Arra ngement for Demerger as required under Reg ulation 30 of the SEBI {Listing Obligations and Disclosure Req uirements) Regulations, 2015 read wit h Circular No. CIR/CFD/CMD/4/2015 dated gth September, 2015 are enclosed as Annexure 1.

cmami realty limited

In furtherance to our intimation regarding closure of trading window of the Company dated 27th February, 2020, this is to inform that the Trading Window of the Company for dealing in the securities of the Company shall reopen on and from gth March, 2020.

This is for your information and record.

Thanking you, Yours faithfully, '?o-r~ ~

Payel Agarwal Company Secretary (ACS: 22418)

Annexure - 1

Disclosures in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read wit h Circular No. CIR/CFD/CMD/4/2015 dated gth September, 2015.

1. Name of entity(ies) forming part of the Scheme of Arrangement, details in brief such as size, turnover, etc

Demerged Company: Oriental Sales Agencies (India) Private Limited ('OSAPL')

Resulting Company: Emami Realty limited ('ERL')

As on 31st March, 2019 (Rs. in lakhs)

Company	Paid-up capital	Turnover	Net Worth
OSAPL	350.00	350.04	162.96
ERL	558.78-	6,374.59	15,273.81

2. Whether the transaction would fall within related party transactions? If yes, whether the same is done at "Arms' length"

The proposed Scheme of Arrangement for Demerger is between the Company and OSAPL in w hich the Promoters of the Company holds t he entire equity share capital and accordingly, the transaction falls within relat ed party transaction. The proposed transaction is being undertaken at arm's length based on fa irness opinion and valuation report obtained from Narnolia Financial Advisors Limited, a SEBI registered Merchant Banker and Sandeep Agrawa l, Independent Va luer, respectively.

3. Area of business of entity(ies)

OSAPL is engaged in the business of Real Estate Development, Trading in Paintings and Trading in Listed/Unlisted Instruments/ Securit ies.

ER L is engaged in the business of Real Estate and construction.

4. Rationale for Scheme of Arrangement for Demerger

• i. The Demerged Company and the Resulting Company are part of the Emami Group.
• ii. The Demerged Company is currently engaged in the business of (i) Real Estate and (ii) Trading in Paintings/shares & securities.
• iii. The 'Real Estate Undertaking' of the Demerged Company comprises of (i) Leasehold interest on 14.4890 Acres of landed property comprising in Municipal Premises No. 2, Jessore Road, Kolkata - 700028 acquired by a registerec;l Deed of Lease dated 16th April, 2007 (as modified from time to time) made between the Demerged Company and the Governor of the State of West Bengal for a period of 99 years commencing from 101 h April 2007 and also the right to renew the same for a further period of 99 years subject to the t erms and conditions contained and recorded therein, for the development of which the Demerged Company has entered into Development Agreements dated 30th April, 2011, 27th February, 2013 and 30th December, 2016 (as modified from time to time) with the Resulting Company and (ii) 1,12,505 nos. of equity shares in Delta PV Private Limited, held by the Demerged Company. Presently, Delta PV Private Limited is already a subsidiary (55%) of the Resulting Company and post demerger, t he percentage of holding in Delta PV Private Limited is going to be increased to 80%.
• iv. Recognizing the growth potential of the 'Real Estate Undertaking' of t he Demerged Company in the backdrop of the fact t hat the Demerged Company's 'Real Estate Undertaking' has matured, the companies are proposing to consolidate this vertical in the Resulting Company.
• v. Accordingly, the management of the companies have examined the relative business strengths and the potent ial commercial and other synergies of t he consolidated entity and proposes to consolidate their real estate businesses under a single entity. As the Demerged Company is having two business undertakings, it was proposed to demerge the real estate undertaking only. Post demerger, the Demerged Company having retained undertaking comprising Trading will be able t o focus specifica lly on the sa id business of the company, as the same require an altogether differe nt expertise and focus, planning, business strategies and decision making.
• vi. This arrangement would res ult in reduction of costs including efficiency in

regd. office : acropolis, 13th floor, 185811 , rajdanga main road, kasba, kolkata 700107, west <NI"1~'-'Ll la'" phone: 91 33 6625 1200, e-mail: info@emamirealty.com, website: www.emamirealty.co · CIN: L45400WB2008PLC121426

and will help in growth and expansion of the businesses. The arrangement would enable t he consolidation of business and carry on the same more efficiently and effectively.

5. In case of cash consideration- amount or otherwise share exchange ratio

There is no cash consideration involved in the Scheme.

As consideration for the Demerger of the Real Estate Undertaking of OSAPL and vesting of the same in ERL, in terms of the Scheme, ERL shall without any further application or deed, issue and allot equity shares, credited as fully paid-up to the extent indicated below, to the equity shareholders of Demerged Company, and whose names appear in the Register of Members of Demerged Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors-in title as may be recognized by the Board of Directors of the Resulting Company in the following manner:

"2.83 fully paid up equity shares of Rs. 2/- each of ERL, shall be issued and allotted for every 1 equity share of Rs 10/- each held by such shareholder in OSAPL, in consideration for the demerger and vesting of Real-estate undertaking of OSAPL into ERL."

6. Brief details of change in shareholding pattern (if any) of listed entity

Category	Pre Demerger		Post Demerger
	No. of Shares	%of Total	No. of Shares	% of Total
Promoters	1,41,09,150	50.50	2,40,14,150	63.46
Public	1,38,29,739	49.50	1,38,29,739	36.54
Total	2,79,38,889	100.00	3,78,43,889	100.00