Greenlam Industries Ltd — M&A Activity 2021

Aug 28, 2021

Greenlam/2021-22 August 28, 2021

The Manager, BSE Limited Department of Corporate Services Floor 25, P.J. Towers, Dalal Street Mumbai - 400 001 Fax No. 022-2272-3121/1278/1557 /3354 Email: corp.relations@bseindia.com

BSE Scrip Code: 538979

The Manager, National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 Fax No. 022-2659-8237 /8238/8347 /8348 Email: cmlist@nse.co.in

NSE Symbol: GREEN LAM

Dear Sir/Madam,

Sub: OUTCOME OF BOARD MEETING PURSUANT TO REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), this is to inform you that Board of Directors of Greenlam Industries Limited ("Company") in their Meeting held on August 28, 2021, has inter alia considered, and approved the following:

• 1. Acquisition of 34, 70,966 equity shares representing 74.91% of the voting share capital of HG Industries Limited {"HGIL") (Formerly Himalaya Granites Limited) at a price of '{40.11 per equity share from Mr. Saurabh Mittal, Ms. Parul Mittal, Mr. Shiv Prakash Mittal and S.M. Safeinvest Private Limited (each a "Seller" and collectively the "Sellers"), who are part of the promoter and promoter group of HGIL ("Proposed Acquisition").
• 1. Execution of Share Purchase Agreement ("SPA") between the Company and the Sellers for the purpose of the Proposed Acquisition.
• 1. An open offer to be made for acquisition ofthe entire public shareholding of HGIL up to 11,62,602 equity shares of HGIL representing 25.09% of the voting share capital of HGIL at a price of '{41.00 per equity share in terms of Regulations 3(1) and 4 of the SEBI {Substantial Acquisition of Shares and Takeover) Regulations, 2011 as amended, pursuant to the Proposed Acquisition ("Open Offer").

Greenlam Industries Limited 2nd Floor, West Wing Worldmark 1, Aerocit;y IGI Airport Hospitality District New Delhi - 11 0037

• 1. Issuance of a public announcement for the Open Offer in terms of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended.
• 1. Appointment of DAM Capital Advisors Limited (Formerly IDFC Securities Limited} as the Manager to the Open Offer.

Upon the consummation of the Proposed Acquisition and the Open Offer, the Company will acquire control over HGIL and HGIL will become a subsidiary of the Company.

In respect of the foregoing, relevant details as required under the Listing Regulations read with SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 are annexed herewith.

The Board Meeting started at 10.30 A.M. and concluded at 10.55 A.M.

This is for your information and record.

Thanking you, Yours faithfully,

INDUSTRIES LIMITED

SECRETARY & VICE PRESIDENT - LEGAL

Encl: As above

Greenlam Industries Limited 2nd Floor, West Wing Worldmark 1, Aerocity IGI Airport Hospitality District New Delhi - 11 0037

Annexure

Sr.No.	Particulars	Details
a)	Name of the target entity,details in brief such as size,turnover etc.	Name: HG Industries Limited ("HGIL") (formerly Himalayai.Granites Limited)
		Share Capital Details: As of date, the authorized equity shareii.capital of HGIL is ,4,00,00,000/- divided into 80,00,000equity shares of ,5/- each. The issued, subscribed, and paidup equity share capital of HGIL is ,2,31,67,840/-EquityShares of ,5/- each.
		iii. Turnover of HGIL for the financial year ended March 31,2021: ,59.16 Lakhs
b)	Whether the acquisition wouldwithinrelatedpartyfalltransaction(s) and whether thepromoter / promoter group /group companieshave any	Yes, the said acquisition of HGIL is a related party transaction.i.Following persons forming part of the promoter andii.promoter group of the Company hold equity shares in HGIL:
	interest in the entity beingacquired? If yes, nature ofinterest and details thereof	SI.No.	oftheNamepromoter /promotergroup	ofNo.Shares held	Equity % age ofshareholding
	and whether the same is done	1.	Mr. Saurabh Mittal	3389566	73.15%
	at "arms' length"	2.	Ms. Parul Mittal	56,200	1.21%
		3.	Mr. Shiv PrakashMittalS. M. Safeinvest	25,000	0.54%
		4.		200 Negligible
		iii. Mr. Saurabh Mittal, Ms. Parul Mittal and Mr. Shiv PrakashMittal, directors of the Company, form part of the promoterand promoter group of HGIL. In addition, S.M. SafeinvestPrivate Limited forms part of the promoter and promotergroup of HGIL.iv. The price for the Proposed Acquisition has been determinedby a qualified Chartered Accountant. The transaction is onarm's length basis.

Greenlam Industries Limited 2nd Floor, West Wing Worldm<1rk 1, Aerocity IGI Airport Hospitality District New Delhi • 110037

Sr.No.	Particulars	Details
c)	Industry to which the entitybeing acquired belongs	HGIL currently does not have any manufacturing operations andis engaged in the activities of renting and/or leasing ofimmovable properties. Further, HGIL is exploring to venture into,all or any, of the business of manufacturing, marketing andtrading of wood and paper-based products.
d)	ofObjectseffectsandacquisition (including but notoflimitedto,disclosurefor acquisitionofreasonstarget entity, if its business isoutsideofthemainlinebusiness of the listed entity)	HGIL currently does not have any manufacturing operations andis engaged in the activities of renting and/or leasing ofimmovable properties. Further, HGIL is exploring to venture into,all or any, of the business of manufacturing, marketing andtrading of wood and paper-based products.The objective of the acquisition is setting up manufacturingfacilities on the properties of HGIL and expansion of business ofthe Company. In addition, the Company may also considerdisposing off the office space of HGIL. Further, the Acquirer may,subject to applicable law, also consider the merger of HGIL with
		Acquirer post the completionof theOffer andOpenconsummation of the Proposed Acquisition in terms of the SPA.
e)	detailsofBriefgovernmentalor regulatoryfor theapprovals requiredacquisition	any None
f)	Indicativetimeperiodforcompletion of the acquisition	Open Offer: Indicative date is November 23, 2021. This date mayvary depending on the date of receipt of SEBl's comments on thedraft letter of offer for the Open Offer.Proposed Acquisition: In terms of the SPA, the Company willacquire equity shares of HGIL held by the Sellers post the
		completion of the Open Offer within the time frame stipulated inthe SEBI (Substantial Acquisition of Shares and Takeover)Regulations, 2011 as amended.
g)	Natureconsiderationofwhether cash consideration orshare swap and details of the	Cash.Consideration for the Proposed Acquisition: ~13,92,20,446.26/-
	same	Consideration for the Open Offer: Up to ~4, 76,66,682.00/-

Greenlam Industries Limited 2nd Floor, West Wing Worldmark 1, Aerocity IGI Airport Hospitality District New Delhi - 110037

Sr.No.	Particulars	Details
h)	Cost of acquisition or the pricetheat whichsharesareacquired	~40.11 per equity share
i)I	Percentage of shareholding / Proposed Acquisition:number of shares acquired	In terms of the SPA, the Companycontrol acquired and / or proposes to acquire 34,70,966 equity shares representing74.91% of the voting share capital of HGIL and control of theHGIL.Open Offer: In terms of the Open Offer, the Company proposesto acquire entire public shareholding of up to 11,62,602 equityshares of HGIL representing 25.09% of the voting share capital ofHGIL.Therefore, assuming the entire public shareholding is acquiredthrough the Open Offer, the Company will acquire 100% votingshare capital of HGIL.After the acquisition of the equity shares of HGIL through theProposed Acquisition and the Open Offer, if the publicshareholding in the HGIL falls below the minimum level requiredfor continued listing under Regulation 38 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, asamended (SEBI Listing Regulations) and Rule 19A of theSecurities Contracts (Regulation) Rules, 1957 (SCRR), then theCompany will ensure compliance with the minimum publicshareholding requirements in such manner and timelinesstipulated under the SCRR, as per the requirements of Regulation7(4) of the SEBI (Substantial Acquisition of Shares and Takeover)Regulations, 2011 as amended and, or, the SEBIListingRegulations

Greenlam Industries Limited 2nd Floor, West Wing Worldmark 1, AorQcit;y IGI Airport Hospitality District New Delhi - 11 0037

Sr.	Particulars	Details
No.
j)	Brief background about theentity acquired in terms of registered offproducts/lineofbusinessdateacquired,incorporation, history of last 3country inturnover,yearswhich the acquired entity haspresenceanyandsignificantinformation(inbrief)	HGIL was incorporated on December 11, 1987 and has itsice at Tindivanam, Tamil Nadu. HGIL currently doesnot have any manufacturing operations and is engaged in theof activities of renting and/orleasing of immovable properties. Afactory shed of HGIL has been let out to the Company on amonthly rent basisother Turnover of HGIL for thelast 3 financial years on a standalonebasis and for the quarter ended June 30, 2021 is set out below:(Amount in /NR)
		ForRnancialYearendedParticularsFor
			quarterendedJune 30,2021	March31,2021	March31,2020	March31, 2019
		Turnover	15,30,000	59,16,000	58,11,250	55,12,500

For GREENLAM INDUSTRIES LIMITED

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KUMAR BISWAL COMPANY SECRETARY & VICE PRESIDENT - LEGAL

Greenlam Industries Limited 2nd Floor, West Wing Worldmark 1, Aerocity IGI Airport Hospitality District New Delhi • 11 0037