Everest Industries Ltd. — M&A Activity 2019

May 2, 2019

1.	National Stock Exchange ofIndia Limited	2.	BSE Limited
	Exchange Plaza		PhirozeIeejeebhoy Towers
	Plot No. C/1, G Block		Dalal Street, Mumbai- 400 001.
	Bandra-KurlaComplex		Tel: 2272 1233/8058 Extn— 8013
	Bandra (E), Mumbai— 400 051		Fax No. 2272 2037/2039/ 2041/ 20 61
	Tel: 2659 8452
	Fax No.: 2659 8237-38

						Annexu	Annexu
isclosisting 015..No.	ure of the inform regulations read Details of Events tndtb	ation required to b with SEBI circular		e disclosed no. CIR/CFD	pursuant to r/CMD/4/201	egulation 30 of SE5 dated September
		hat		Infor	mation
a)N	ee o eprovidame of the entity(	dies)Transfe	ror Enti	ty:
fadsi	ormingpartofmalgamation/meretails inbrief suchze, turnover etc.	theger,asEverest incorporcontinui	Buildinatedng its e	g Solutions Lunderthexistence und	imited, is apCompanieser the Coma	ublic limited Act,1956niesAct201	companandan3hi
		its regisNashik-	tered o 422202	ffice at CAT , Maharashtr	p 152, Lakhma (”Transfero	, apur, Taluka r Company”)	, av Dindo.
		Transfer	ee Enti	ty:
		Everestoriginall	Industyincor	riesLimitedporated und	,isapuber the Com	liclimitedaniesAct	compan1913an
		continuiits regis	ng its etered o	xistence undeffice at CAT	r the Compa 152, Lakhm	,nies Act, 201apur, Taluka	3, havin Dindor
		Nashikequity s””	— 42220hares o	2, Maharashf the compa	tra (”Transfenyare listed	ree Companon the BSE	y”). Th Limite
		(BSE)	and NaParticula	ional Stock Ers	xchange ofInNetWorth	dia Limited ((Rs. Total R	”NSE”) in Lakhevenue
		Transfer	ee Com	(pany	as on 31.03.20145270.63	(as on 319)1410	.03.201959.60
W	hethert	TransferheTransfer	orComorCo	panypanyisw	(126.09)hollowne	269dsubsidiar	.82ofth
trw	ansaction would fithinrelatedpar	alltyTransfereand the	e ComTransfer	pany. The mee Company	yerger of the is inter se rel	y Transferor Cated party tra	ompannsactio
trIf	ansactions?htht	between Th	the Tra	nsferCompa	ny and the Tr	ansfereeCom	pany.
sale	yes,weerme is done at ”armngth”	ese MinCircular arisin o	stry of No. 3ut of c	Corporate A0/2014 datedmromises	fairs has cla17th July, 2t	rified vide its 014 that tranandl	Genersactionti
		g dealt wi1956/Co	th undmpanie	p, er specific ps Act, 2013,	arrangemenrovisions of will not attrac	amag the Compat the require	maonnies Acments o
		section 1	88 of th	e Companies	Act, 2013.

					polycarbonateetc.andprovidescompletearchitectural,
					engineering and interior and exterior solution of all kind of
					buildings.
					Transferee Company:
					Transferee Company is engaged in manufacturing of Building
					materialsandPre-EngineeredSteelBuildings.Itoffersa
					complete range of building products for roofing, ceiling, wall,
					flooring& claddingsolutionsandalsomanufacturesPre-
					EngineeredSteel Buildingsfor industrial,commercialand
					residential applications.
Rationale				for	The merger of the Transferor Company with the Transferee
amalgamation/					Company would result inter—alia, in the following benefits:
merger					a)Achieving business and Administrative synergies;
					b)Consolidation and simplification of the groupstructure,
					costs, savings resulting from rationalization, standardization
					andsimplification ofbusiness processes;
					c)Improved organizational capability arising from pooling of
					financial resources;
					d) Avoidingun—necessaryduplicationofcostsof
					administration,distribution, sellingandmarketingand
					reductioninlegal andregulatory compliances;
					e)Maximize the overall shareholders value by strengthening
					its core competencies.
In	case		of	cash	As the Transferor Company is awholly owned subsidiary of the
consideration				-	Transferee Company, the entire share capital of the Transferor
amount		or	otherwise		Company is held by the Transferee Company. Therefore, upon
share	exchange			ratio	the scheme becoming effective, all shares held by the Transferee
					Company in the share capital of the Transferor Company as on
					the effective date shall stand cancelled, without any further act
					or deed.
					Accordingly,inrespectofthescheme,otherthan
					extinguishment of the shares held by the Transferee Company
					in the Transferor Company no consideration whatsoever shall
					pass from the Transferee Company.
Brief	details		of change		Therewillbeno changein shareholdingpatternofthe
in		shareholding			Transferee Company pursuant to the scheme as no shares are
pattern		(if		any)of	being issued by the Transferee Company in connection with the
listed	entity				scheme. In fact, in terms of sub-paragraph (ii) of paragraph 4(d)
					of SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10,
					2017, it is specifically recognized thatascheme of merger
					betweena listed company and its wholly owned subsidiary,
					where the shareholding pattern of the listed company does not
					change, will be treated as ’no change in shareholdingpattern'.