Grasim Industries Ltd — M&A Activity 2021

Jun 30, 2021

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Ref. No. GIL/CFD/SEC/22/056/SE

30[th] June 2021

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

The National Stock Exchange of India Limited Exchange Plaza, 5[th] 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 29[th] 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.

of the Scheme is 1[st] April 2019. As the Scheme has become effective on 29[th] June 2021; and from the Appointed Date i.e. 1[st] 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 9[th] 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 Sailesh Digitally signed by Sailesh Kumar Daga Kumar Daga Date: 2021.06.30 11:22:18 +05'30' Sailesh Daga Company Secretary

Encl: as above

Encl: as above
Cc: Luxembourg Stock Exchange	Citibank N.A.	Citibank N.A.
Market & Surveillance Dept., P.O.	Depositary Receipt Services	Custodial Services
Box 165, L-2011 Luxembourg,	388 Greenwich Street,	FIFC, 11thFloor, C-54 & 55,
Grand Duchy of Luxembourg,	6thFloor, New York,	G Block Bandra Kurla
Europe	NY 10013	Complex, Bandra (East),
		Mumbai-400098

Grasim Industries Limited

Aditya Birla Centre, ‘A’ wing, 2[nd ] 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.)

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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 of the amalgamation/merger, details in brief such as, size, turnover etc.;	Transferor Company - Sun God Trading and Investment Limited Turnover for the year ended on 31stMarch 2021: Nil Transferee Company - ABNL Investment Limited Turnover for the year ended on 31stMarch 2021: Rs. 5.25 Crore
b)	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length”	The transaction is not with the Company. The Transferor Company is a wholly owned subsidiary of the Transferee Company which is a wholly owned subsidiary of the Company. The merger of the Transferor Company with the Transferee Company is inter-se a related party transaction between the Transferor Company and the Transferee Company. The Ministry of Corporate Affairs has clarified vide its General Circular No.30/2014 dated 17thJuly, 2014 that transactions arising out of Compromises, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 1956/Companies Act, 2013, will not attract the requirements of section 188 of the Companies Act,2013.
c)	Areas of Business of the Entity(ies)	The Transferor Company and the Transferee Company are investment 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 its combined assets and financial strength to scale its operations; - consolidation of the business of the Transferor Company and the Transferee Company into one entity will result in focused growth, operational efficiencies, cost competitiveness, business synergies beneficial for capitalizing on the growth opportunities to the fullest extent and better oversight and control of the business by Grasim; - the amalgamation would enable the Transferee Company (being the merged entity) to participate more vigorously and profitably in a competitive market and to expand its business; and - it would avoid duplication of administrative functions and reduction in multiplicityof legal and regulatorycompliances.
e)	In case of cash consideration – amount or otherwise share exchange ratio	Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, neither any consideration will be paid nor any shares are being issued by the Transferee Company
f)	Brief details of change in shareholding pattern (if any) of listed entity	Not applicable. Neither the Transferor Company nor the Transferee Company is a listed entity

Grasim Industries Limited Aditya Birla Centre, ‘A’ wing, 2[nd ] 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.)