Grasim Industries Ltd — Capital/Financing Update 2021

Jun 30, 2021

Ref. No. GIL/CFD/SEC/22/056/SE 30th June 2021

BSE Limited Dalal Street, Phiroze Jeejeebhoy Towers, Mumbai 400 001 Scrip Code: 500300

The National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051 Symbol: GRASIM

Dear Sirs,

Sub: Scheme of Amalgamation between Sun God Trading and Investment Limited, (Transferor Company and wholly owned subsidiary of ABNL Investment Limited) and ABNL Investment Limited, (Transferee Company and wholly owned subsidiary of the Company) and their respective shareholders and all concerned (Scheme).

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that Sun God Trading and Investment Limited has filed on 29th June 2021, with the Registrar of Companies, Gwalior, a certified copy of the Order of Hon'ble Regional Director (North-Western Region), Ahmedabad sanctioning the Scheme of Amalgamation between Sun God Trading and Investment Limited and ABNL Investment Limited and their respective shareholders and all concerned.

In terms of the provisions of the Scheme, the Effective Date is 29th June 2021, and the Appointed Date of the Scheme is 1st April 2019. As the Scheme has become effective on 29th June 2021; and from the Appointed Date i.e. 1st April 2019, all properties, assets, investments, liabilities, etc. of Sun God Trading and Investment Limited stands merged and transferred to and vested in ABNL Investment Limited, on a going concern basis in the manner as stated more particularly in the Scheme.

Consequent to the above, Sun God Trading and Investment Limited stands dissolved without winding-up and hence, ceased to be subsidiary of Transferee Company and in turn ceased to be the subsidiary of the Company as well.

The details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 are given in the Annexure to this letter.

The above is for your information and record.

Thanking you,

Yours sincerely, For Grasim Industries Limited Digitally signed by

Sailesh Kumar Daga Sailesh Kumar Daga Date: 2021.06.30 11:22:18 +05'30'

Sailesh Daga Company Secretary

Encl: as above

Europe

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Citibank N.A.

Depositary Receipt Services 388 Greenwich Street, 6 th Floor, New York, NY 10013

Citibank N.A.

Custodial Services FIFC, 11th Floor, C-54 & 55, G Block Bandra Kurla Complex, Bandra (East), Mumbai-400098

Grasim Industries Limited

Aditya Birla Centre, 'A' wing, 2nd Floor, S.K. Ahire Marg, Worli, Mumbai 400 030, India T: +91 22 6652 5000 / 2499 5000 | F: +91 22 6652 5114 / 2499 5114 E: grasim.secretarial@adityabirla.com | W: www.grasim.com | CIN: L17124MP1947PLC000410

Regd. Office : Birlagram, Nagda – 456 331 (M.P.)

Annexure

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

a)	Name of the entity(ies) forming part ofthe amalgamation/merger, details inbrief such as, size, turnover etc.;	Transferor Company - Sun God Trading and Investment LimitedTurnover for the year ended on 31st March 2021: NilTransferee Company - ABNL Investment Limited31stTurnoverfortheyearendedonMarch2021:Rs. 5.25 Crore
b)	Whether the transaction would fallwithin related party transactions?If yes, whether the same is done at"arm's length"	The transaction is not with the Company. The TransferorCompany is a wholly owned subsidiary of the TransfereeCompany which is a wholly owned subsidiary of the Company.The merger of the Transferor Company with the TransfereeCompany is inter-se a related party transaction between theTransferor Company and the Transferee Company.The Ministry of Corporate Affairs has clarified vide its GeneralCircular No.30/2014 dated 17th July, 2014 that transactionsarisingoutofCompromises,ArrangementsandAmalgamations dealt with under specific provisions of theCompanies Act, 1956/Companies Act, 2013, will not attract therequirements of section 188 of the Companies Act, 2013.
c)	Areas of Business of the Entity(ies)	The Transferor Company and the Transferee Company areinvestment companies
d)	Rationale for the amalgamation/merger	The amalgamation pursuant to the Scheme would, inter alia,have the following benefits:- it would enable the Transferee Company to leverage itscombinedassetsandfinancialstrengthtoscaleitsoperations;- consolidation of the business of the Transferor Company andthe Transferee Company into one entity will result in focusedgrowth,operationalefficiencies,costcompetitiveness,business synergies beneficial for capitalizing on the growthopportunities to the fullest extent and better oversight andcontrol of the business by Grasim;- the amalgamation would enable the Transferee Company(being the merged entity) to participate more vigorously andprofitably in a competitive market and to expand itsbusiness; and- it would avoid duplication of administrative functions andreduction in multiplicity of legal and regulatory compliances.
e)	In case of cash consideration– amount or otherwise shareexchange ratio	Since the Transferor Company is a wholly owned subsidiary ofthe Transferee Company, neither any consideration will bepaid nor any shares are being issued by the TransfereeCompany
f)	Brief details of change in shareholdingpattern (if any) of listed entity	Not applicable. Neither the Transferor Company nor theTransferee Company is a listed entity