Everest Industries Ltd. — M&A Activity 2019

May 2, 2019

Ref. :H/NK//STX/ /2019 Date :May 2, 2019

1.	National Stock Exchange of India 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

Dear Sir/Madam,

Sub.: Intimation under regulation ³⁰ of SEBI Listing Regulations - Scheme of Merger and Arrangement

Pursuant to provisions of regulation ³⁰ of SEBI (Listing Obligations 8: Disclosure Requirements) Regulations, ²⁰¹⁵ ("SEBI Listing Regulations"), we wish to inform you that the Board of Directors of Everest Industries Limited ("the Company") at its meeting held today i.e. May 1, ²⁰¹⁹ have considered and approved ^a scheme of merger and arrangement under sections ²³⁰ to ²³² of the Companies Act, ²⁰¹³ ("Scheme"), subject to the approvals as required, between the Company and Everest Building Solutions Limited, ^a wholly owned subsidiary of the Company.

The scheme is subject to necessary statutory and regulatory approvals including the approval of the National Company Law Tribunal.

Please find enclosed as Annexure, the information required to be disclosed pursuant to regulation ³⁰ of SEBI Listing Regulations read with SEBI circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015.

Thanking you,

Yours faithfully, For EVEREST INDUSTRIES LIMITED

"/41? M

NEERA] 0 LI COMPANY SECRETARY &: HEAD — LEGAL

Encl: As above

Everest Industries Limited

Everest Technopolis D-206 Sector»63 Noida e 20I3OI Uttar Pradesh Tel +I9I) -I20-4791800 India Helpline l800 4i 9] 99I info@everestind,com www.everestind,com

Regd. Office OAT No. I52 Lakhmapur Taluka Dlndori Nashik ^{422 202} Maharashtra Tel +9I ²⁵⁵⁷ 250375/462 Fax +9I ^{2557 250376}

Corporate Idenlify Number : L74999MHI934PLC002093

Disclosure of the information required to be disclosed pursuant to regulation ³⁰ of SEBI Listing regulations read with SEBI circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015.

S.No.	of Details Events that need to be provided	Information
a)	Name of the entity(ies) of the forming part	Transferor Entity:
	amalgamation/ merger, inbrief details such as size, turnover etc.	Everest Building Solutions Limited, limited is a public company under the and Act, 1956 and incorporated Companies its existence under the Companies continuing Act, 2013, having its registered office at CAT Taluka Dindori, 152, Lakhmapur, - Nashik 422202, Maharashtra ("Transferor Company").
		Transferee Entity:
		Everest Industries limited Limited, is a public company under the and originally Act, 1913 incorporated Companies its existence under the Companies continuing Act, 2013, having its registered CAT office at Taluka Dindori, 152, Lakhmapur, Nashik Maharashtra The — 422202, ("Transferee Company"). of shares the listed Limited are on the equity BSE company ("BSE") and National of India Stock Exchange Limited ("NSE").
		Particulars	Net Worth	(Rs. in Lakhs) Total Revenue
		Transferee Company	(as on 31.03.2019) 45270.63	(as on 31.03.2019) 141059.60
		Transferor Company	(126.09)	269.82
	Whether the transaction would fall within related party transactions? If whether the yes, same is done at "arms length"	Transferor owned is of the wholly Company subsidiary Transferee Company. of The merger the Transferor Company and the is inter Transferee Company se related party transaction between the Transfer and the Transferee Company Company. The Ministry of Corporate Affairs has clarified vide its General Circular No. dated that 2014 transactions 30/2014 17th July, out of and amalgamations arising compromises, arrangements with dealt under of the Act provisions specific Companies 2013, will not attract Act, the requirements 1956/Companies of
		section 188 of the Companies	Act, 2013.
	Area of business of the entity(ies)	Transferor Company: Transferor in is engaged the business of all kinds of Company from made or of fiber materials, roofing sheets, cement,

	and etc. architectural, polycarbonate provides complete interior exterior solution kind and and of all of engineering buildings. Transferee Company: in Transferee Company of is engaged manufacturing Building It materials and Steel offers a Pre-Engineered Buildings. for of ceiling, wall, building complete range products roofing, & solutions and manufactures also Pre flooring cladding for commercial and Steel industrial, Engineered Buildings residential applications.
for Rationale amalgamation/ merger	with of The the Transferor the Transferee merger Company would inter—alia, in result the following benefits: Company business and Administrative Achieving a) synergies; Consolidation of and the structure, simplification b) group from standardization rationalization, costs, savings resulting and simplification of business processes; from of Improved organizational capability arising pooling c) financial resources; of of costs Avoiding duplication d) un—necessary and administration, distribution, and selling marketing in reduction legal and regulatory compliances; Maximize the overall shareholders value by strengthening e) its core competencies.
In of case cash - consideration amount or otherwise ratio share exchange	As the Transferor owned of is a wholly the Company subsidiary Transferee Company, the entire of the Transferor share capital is held the Transferee Company. Therefore, upon Company by the scheme becoming effective, all shares held the Transferee by in the share capital of the Transferor as on Company Company without the effective date shall any further stand cancelled, act or deed. in of the other than Accordingly, scheme, respect of the shares held the Transferee Company extinguishment by in the Transferor no consideration whatsoever shall Company
Brief details of change in shareholding (if pattern any)of listed entity	pass from the Transferee Company. will in There no of be the shareholding pattern change Transferee Company to the scheme as no shares are pursuant in connection with issued by the Transferee Company the being scheme. In fact, in terms of (ii) of sub-paragraph paragraph 4(d) of SEBI circular no. CFD/ 21 dated March 10, DIL3/CIR/2017/ it that is of scheme 2017, a specifically recognized merger between a listed and its owned wholly company subsidiary, where of the listed the shareholding does not pattern company change, will change in be treated as 'no shareholding pattern'.