Forbes & Company Ltd — Capital/Financing Update 2021

Sep 19, 2021

September 19, 2021

General Manager, Department of Corporate Services, BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Dear Sir,

Security Code : 502865 Security ID : FORBESCO

Compliance of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

Dear Sir,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform that the Board of Directors of the Company at their meeting held on September 19, 2021 has approved the execution of the Share Purchase Agreement between Lunolux Limited (Acquirer), an Advent International entity, Shapoorji Pallonji and Company Private Limited, (Seller), Forbes Campbell Finance Limited, Forbes & Company Limited, Eureka Forbes Limited and Forbes Enviro Solutions Limited, for the acquisition by Lunolux Limited of a majority stake in the health and safety solutions business of Eureka Forbes Limited.

A copy of the joint press release issued in this regard by Shapoorji Pallonji and Company Private Limited and Advent International is attached to this letter.

Disclosures as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/ CMD/ 4/ 2015 dated September 9, 2015 are enclosed as Annexure.

Kindly acknowl~dge receipt.

Yours faithfully For Forbes & Company Limited

~ff'" \V...~

Pankaj Khattar Head Legal and Company Secretary

Encl: As above

.JL FORBES

Forbes & Company Limited. Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001 . Tel.: +91 2261358900 Fax: +912261358901 www.forbes.co.in CIN No.: L 17110MH1919PLC000628

Annexure

Sr. No	Particulars
1.	The amount and of percentage the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year;	, 2021, the turnover of Eureka Forbes As on March 31 Limited was Rs. 1786.27 Crores and the networth was Rs. (141.48) Crores
2.	Date on which t he agreement for sale has been entered into	September 19, 2021
3.	the expected date of of completion sale/disposal	Upon successful completion of the Composite Scheme of listing of shares of the resulting Arrangement and Eureka Forbes Limited. The transaction is also subject to other closing conditions including receipt of all statutory I regulatory approvals.
4.	Consideration received from such sale I disposal	will Forbes Company Limited not receive any & consideration as the transaction is between Shapoorji Pallonji Company Private Limited and Lunolux and Limited.
5.	Brief details of buyers and whether any of the to the buyers belong promoter/ promoter group/group If companies. yes, details thereof	Lunolux Limited, a company incorporated and registered under the laws of Cyprus, and having its registered office at 23, Kennedy Avenue, Globe House, Ground and First Floor, 1075, Nicosia, Cyprus. The buyer does not belong to the promoter I promoter group/group companies.
6.	Whether the transaction would fall within related party If transactions? yes, whether the same is done at "arms length";	No. The transaction would not fall within related party transactions
7.	Additionally, in case of a slump sale, indicative disclosures provided for amalgamation I merger, shall be disclosed by the listed S& ~~~~-'-~~~~~~~~	Not Applicable ~~~~~~~~~~~~~~~~~~~-' -I,-

Forb~Company Limited. Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001. Tel.: +912261358900 Fax: +912261358901 www.forbes.co.in CIN No.: L 17110MH1919PLC000628 FORBES

Advent International to acquire controlling stake in Eureka Forbes Limited from Shapoorji Pallonji Group

• Transaction values Eureka Forbes at an Enterprise Value of INR 4,400 crore, subject to closing adjustments
• Transaction is Advent's fifth consumer buy out in India
• Shapoorji Pallonji Group to focus on its core businesses and competencies

MUMBAI, INDIA, September 19, 2021 - Advent International ("Advent"), one of the largest and most experienced global private equity investors, today announced that it has signed a definitive agreement with Shapoorji Pallonji Group ("SPG") to acquire a majority stake in Eureka Forbes Limited ("EFL" or the "Company"). The Company is a market leader in the health and safety solutions space in India, with a presence in water purification, vacuum cleaning and other emerging categories. The transaction values Eureka Forbes Limited at an enterprise value of INR 4,400 crore, subject to closing adjustments.

Pursuant to a scheme of arrangement, Eureka Forbes Limited, a 100% subsidiary of Forbes & Company Limited w ill be demerged into a standalone company and then be listed on the BSE Limited. Upon listing of EFL, Advent will purchase up to 72.56% of the Company's then outstanding stock on a fully diluted basis from SPG. Advent will thereafter make an open offer in compliance with applicable regulat ions. The transaction is subject to closing conditions and receipt of relevant statutory and regulatory approvals.

Under the Shapoorji Pallonji umbrella, over the last two decades, EFL has grown to become one of India's most admired organisations. It has been a household name and product-ofchoice for almost four decades with strong market leadership and brand equity. The Company has built a multi-channel network with a unique direct sales business, strong retail presence in over 20,000 outlets, and a fast-growing e-commerce channel. EFL has one of the largest and most robust pan-India service networks, with an installed base of over 20 million customers visiting a kitchen every second. True to its SPG parentage, EFL has earned the trust of its customers through its long-established power brands such as Aguaguard, which is synonymous with the water purifier category, and Forbes, known for its 'Make for India' range of vacuum cleaners.

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"We are pleased that Eureka Forbes Limited, a jewel in the Shapoorji Pallonji Group has found a new home with Advent while at the same time unlocking value for shareholders. This transaction also reflects our stated objective and strategy of significant de-leveraging and focusing on our core competencies and businesses. We thank the EFL family of employees and stakeholders, and firmly believe they will benefit from this transaction." said Mr. Jai Mavani, Executive Director, Shapoorji Pallonji and Company Private Limit ed.

"Eureka Forbes Limited is the No. 1 player in an under-penetrated market poised for strong growth over the next several years. Their Aquaguard brand is a household name in water purification, helping safeguard the health and well-being of a large segment of the Indian population. We look forward to working with Marzin Shroff and his team to guide EFL's next phase of growth and solidify its market leadership" said Ms. Shweta Jalan, Managing Direct or, Advent India PE Advisors Private Limit ed.

"Eureka means the joy of discovering something remarkable, and Advent means arrival. This perfectly epitomises our current state of mind. It is indeed gratifying that over the post four decades we hove been privileged to protect the lives of one in every five urban Indians through our purpose-driven approach, iconic brands, united leadership team, and a highly motivated army of sales and service personnel. Having delivered innovative products and solutions for our ever-growing customer base, we are now buoyant about the opportunity to unlock further growth and ore excited to embark on this new journey with the promise of a better tomorrow." said Mr. Marzin R Shroff, Managing Director & CEO, Eureka Forbes Limited.

"We ore excited to partner with the management team of Eureka Forbes Limited and apply Advent's value creation playbook to build one of India's home-grown consumer durables champions, which will continue to be known for innovative products and best-in-class customer service" said Mr. Sahil Dalal, Managing Director, Advent India PE Advisors Private Limited .

Advent has been investing in India since 2007 and opened its Mumbai office in 2009. Over the past 14 years, the firm has invested or committed \$2.2 bill ion in 16 companies with headquarters or operations in India across sectors such as consumer products, financial services, healthcare, industrial and technology. Advent also has significant investment experience in the retail, consumer, and leisure sector. Over the past 30 years, t he firm has invested \$14 billion in 80 companies in this sector worldwide. In India, Advent has made four consumer investments, including Crompton Greaves Consumer Electricals, India's leading supplier of consumer electrical goods; Dixey Textiles, a leading men's innerwear brand; Enamor, a leading women's innerwear brand; and DFM Foods, a leading producer of packaged savory snacks. Eureka Forbes Limited will be Advent's fifth buy out in the consumer sector, strengthening its position as one of India's leading retail and consumer investors.

Standard Chartered Bank is serving as sole financial advisor, Desai & Diwanji is acting as legal counsel, Katalyst Advisors Pvt Ltd is acting as structuring and tax advisor, Boston Consulting Group is acting as the commercial due diligence and strategic advisor and KPMG India is acting as financial diligence advisors to the Shapoorji Pallonj i Group and the Company.

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ABOUT ADVENT INTERNATIONAL

Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested \$56 billion in over 380 companies in 42 countries, and as of March 31, 2021, had \$75 billion in assets under management. With 14 offices in 11 countries, Advent has established a globally integrated team of over 245 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology. After more than 35 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

For more information, visit: Website: www.adventinternat1onal.com; Linkedln: www.linkedin.com/company/advent-international

ABOUT SHAPOORJI PALLONJI GROUP

The Shapoorji Pallonji Group is a global, diversified organisation with a rich legacy of 156 years and a presence in over 50 countries. Its dedicated workforce of over 50,000 people deliver end-to-end solutions across industry segments in engineering and construction, infrastructure, real estate, water, energy and financial services with a strong focus on sustainable development and corporate social responsibility.

For more information, visit: Website: www.shapoorjipallonji.com Linkedln: https://www.linkedin.com/company/shapoorji-pallonji-&-co--ltd

MEDIA CONTACTS

Advent International: Ketchum Sampark Pvt. Ltd. Khushal Devera Tel: +91 98196 66376 khushal.devera@ketchumsampark.com Shapoorji Pallonji Group: Perfect Relations Adnan Syed Tel: +91 99208 73783 asyed@perfectrelat ions.com

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