Jindal Poly Films Ltd. — Capital/Financing Update 2022

Mar 16, 2022

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Plot l\o-I2. 81, Local Shopping Complex. Vasant Kunj. New Delhi -110070 ( l11clia) Phone :0 I 1-26 l39256t IO Lines 1 r-ax : ( 9 I -I I l 26125 7 39 Web : www.jindalgroup.com

16[th ] March 2022

The Manager (Listing) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, MUMBAI - 400 001 Scrip Code: 500227

The Manager (Listing) National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051 Symbol: JINDALPOLY

Dear Sirs,

Sub: Outcome of the Board Meeting held on 16[th ] March, 2022

Pursuant to Regulation 30 and Schedule Ill of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, we wish to inform you that the Board of Directors of the Company in its meeting held today i.e., 16[th ] March 2022 has, inter-alia, considered and approved the followings:

1. Transfer of the Packaging Films Business Undertaking by the Company to JPFL Films Private Limited ("JPFL Films.") (formerly named J. And D. Speciality Films Private Limited), a wholly-owned subsidiary, which is subject to approval of the Members of the Company by way an special resolution.

The disclosure as required under Schedule Ill of the Listing Regulations read with SEBI Circular No. CIR/CFD/CM D/4/2015 dated 9[th ] September 2015 is attached herewith and marked as Annexure A to this letter.

1. The Company has entered into a share subscription and purchase agreement ("SSPA") and shareholders' agreement ("SHA") with Private Holdings Fourteen (DIFC) Limited, a special purpose vehicle of Special Investment Fund of Brookfield ("Brookfield SPV") and JPFL Films, in connection with, inter alia, investment by Brookfield SPV in JPFL Films of INR 2000,00,00,000 (Indian Rupees Two thousand crores), for the acquisition of non-controlling minority stake in JPFL Films, which is subject to approval of the members of the Company by way of an ordinary resolution through Postal Ballot.

The disclosure as required under Schedule Ill of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9[th ] September 2015 is attached herewith and marked as Annexure B to this letter.

A copy of press release being issued by the Company in this regard is also attached herewith and marked as Annexure C.

1. Board has approved the sale of partial holding of Preference Shares held in Jindal India Powertech Limited for a total consideration of Rs. 105 crore.

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Rcgd. Office: I 9[111 ] I< [VI. Hapur Bulanclshahr Road, PO Gulaolhi, Dist1 Bulenclshahr CIN: 171 I 'l UP1974PLC003979

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Plot l\o-12. BI. Local Shopping Complex. Vasant Kunj. l\ew Delhi -110070 (India) Phone :011-261392.56( IO Lines) Fa., :\91-11)26125739 · \Veb : \ ww.jindalgroup.com

The details of Postal Ballot shall be intimated in due course.

The above said Board Meeting commenced at 4:30 P.M. and concluded at 11:45 P.M.

This is for your information and records.

Thanking you,

Yours truly,

For Jindal Poly Films Limited

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Sunit Maheshwari Company Secretary FCS-5324

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Encl: A/a

Regel. Office: 19[th ] K. rvl. Hapur Bulandshahr Road, PO Gulaothi, Distt Bulendshahr (U. P.) CIN: 171 llUPl 974PLC003979

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Annexure A Sale or disposal of unit(s) or division(s) or subsidiary of the listed entity

	S.No. a) b) c) d) e)	Particulars The amount and percentage of the turnover or revenue or income andnet worth contributed by such unit or division of the listed entity during the financial year. Thedateonwhichthe agreement for sale has been entered into. The expected date of completion of sale/ disposal. Consideration received from such sale/ disposal.	Details Name of Company:
			Jindal Poly Films Limited("Company")and JPFL Films Private Limited ("JPFL Films")(formerly known as J. And D. Speciality Films Private Limited) have executed theBusiness Transfer Agreementon 16 March 2022("BTA"). The transaction is expected to complete within the first half of the financialyear 2022-23 and is subject to necessaryapprovals. ThePackaging FilmsBusinessUndertaking of theCompanyis proposed to be transferred for a consideration which is equal to or above the 11UAE valuation (i.e., the hybrid value) of the Packaging Films Business Undertaking.
		Brief details of buyer(s) and whether any of the buyers belongtothepromoter/ promoter group/ group companies.Ifyesdetails
		thereof.
	f)	Whether the transaction wouldfallwithinrelated party transactions?If yes, whether the same has been done at "arm's length".
	g)

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		owned subsidiary of the Company.
•	Whether the transaction would fall within related party
	transactions? If yes, whether the same is done at "arm's
	length";
	-	Please see the response provided under SI. No. (f) above.
•	Area of business of the entity(ies);
	-	Seller:Jindal Poly Films Limited is engaged,_inter alia,_in the
		packaging films business and non-woven business.
	-	Buyer:JPFL Films Private Limited (formerly known as J. And
		D. Speciality Films Private Limited), a wholly owned
		subsidiary of the Company, upon completion of this transfer
		shall be engaged in the Packaging Films Business
		Undertaking.
•	_Rationale for_slump sale;
	-	The Company has been evaluating its position, business
		strategy and exploring various options to unlock value in the
		Packaging Films Business Undertaking and remain ahead in
		the market. The Company believes that rationalizing its
		structure will provide opportunities to enhance
		shareholders' value in the Company.
•	In	case of cash consideration- amount or otherwise share
	exchange ratio;
	-	Please see the response provided under SI. No. (d) above.
■	Brief details of change in shareholding pattern (if any) of listed
	entity.
	-	There would not be any changes in the shareholding pattern
		of the Company (i.e., Jindal Poly Films Limited), which is a
		listed entity pursuant to the execution or completion of the
		transfer of the Packaging Films Business Undertaking.

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Regel. Office: 19th K. M. Hapur Bulanclshahr Road.PO Gulaothi, Distt Bulenclshahr (U. CIN: 17111 UP J 9'7 4PLC003979

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Annexure B Details of Shareholders' Agreement

**S. **	No.	Particulars					Remarks
	1.	Names of	parties with		whom the		Project Holdings Fourteen (DIFC) Limited, a special
		Shareholders' Agreement("SHA")and					purpose vehicle of Special Investment Fund of
		Share Subscription		and	Purchase		Brookfield("Brookfield SPV"),Jindal Poly Films Limited
		Agreement	("SSPA")	(collectively the			("Company/JPFL")and JPFL Films Private Limited
		"Agreements")are entered.					("JPFL Films")(formerly known as J. And D. Speciality
							Films Private Limited).
	2.	Purpose of entering			into	the	The Agreements are entered into in connection with
		Agreements.					the proposed investment of INR 2000,00,00,000
							(Indian Rupees Two thousand crores). The proposed
							investment is in line with the long-term outlook of the
							Company, and build a surplus cash reserve, which will
							enable the Company to take decisions towards the
							future growth and expansion of the business of the
							Company.
	3.	Shareholding, if any,		the	entity	with	Subject to investment by Brookfield SPV of INR
		whom the Agreements		are executed.			2000,00,00,000 (Indian Rupees Two thousand crores)
							into JPFL Films for acquisition of equity shares of JPFL
							Films and subscription of compulsorily convertible
							preference shares, by Brookfield SPV, the shareholding
							of JPFL Films (on a fully diluted basis) shall be as
							follows:
							1) JPFL- 75%*; and
							2) Brookfield SPV - 25%*
							*25% shareholding of Brookfield SPV in JPFL Films (on
							a fully diluted basis) is subject to downside protection
							in the form of a ratcheted equity structure, tied to
							financial performance of JPFL Films. Accordingly, the
							shareholding percentage of Brookfield SPV shall be
							subject to adjustment on account of financial
							performance of JPFL Films, and even after such
							adjustment Brookfield SPV shall continue to be a
							minority investor.
	4.	Significant terms of the Agreements (in					Brookfield SPV has agreed to acquire 20 (twenty) •
		brief) special	rights like right to appoint				equity shares of JPFL Films and subscribe to 19,990
		directors,	first right		to	share	CCPS of JPFL Films (on preferential basis).
		subscription	in case	of issuance of
		shares, right to restrict any change in capital structure etc. • The Company and Brookfield SPV have ri � h � nominate upto 4 directors and upto 2 dirffi�� � respectively, on the board of directors�f:::J�, L �h- ... 3 . 1-o,,.., eI ,-- Regd. Office:I9'hK. f'vl. Hapur Bulanclshahr Road, PO Gulaolhi, Disll 8ulendshahr (U. P.)� <::?' CJN:17111UP1974PLC003979 *								I

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Plot 1\o• I2. 81, Local Shopping Complex. Vasm1t Kunj. 1\t::w Delhi • 110070 ( India) Phone :01 l·26139256( 10 Lines) Fax :(91•11)261257>9 Web : www.ji11clalgroup.co111

Films.

		•	The SHA provides for various exit options for the
			shareholders, including listing of equity shares of
			JPFL Films.
		•	Further, the shareholders (i.e. the Company and
			Brookfield SPV) have agreed for put option to be
			exercised by Brookfield SPV only in a circumstance
			where the shareholders of the Company do not
			approve steps required for providing,_inter a/fa_exit
			to Brookfield SPV.
5.	Whether the said parties are related to	No
	promoter / promoter group / group
	companies in any manner. If yes,
	nature of relationship.
6.	Whether the transaction would fall	Not	a related party transaction
	within related party transactions? If
	yes, whether the same is done at
	"arm's length".
7.	In case of issuance of shares to the	•	Brookfield SPV will subscribe to 19,990 number of
	parties, details of issue price, class of		compulsorily convertible preference shares of JPFL
	shares issued.		Films (having a face value of INR 1,000,000 each)
			at INR 1,000,000 per share aggregating to INR
			19,990,000,000, pursuant to the terms of the
			SSPA.
		•	Brookfield SPV will also acquire 20 number of
			equity shares of JPFL Films (having a face value of
			INR 10 each) for an aggregate consideration of INR
			10,000,000 pursuant to the terms of the SSPA.
8.	Any other disclosures related to such	There is no potential conflict of interest arising out of
	agreements, viz. details of nominee on	these Agreements.
	the board of directors of the listed
	entity, potential conflict of interest
	arising out of such agreements, etc.

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Regd. Office: I 9'h I(. iVI. Hapur Bulandshahr Road, PO Gulaothi. Dist! Bulenclshahr (U. P.) CIN: 17111 UP l 974PLC003979

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Jindal Poly Films inks INR 2,000 er equity deal with Brookfield for a minority stake in its Packaging Films business

This strategic investment enables JPFL to accelerate its diversification into new businesses, while increasing profitability and growth prospects for its packaging business unit

New Delhi, India, 16th March 2022: Jindal Poly Films Limited (NSE and BSE: JINDALPOL Y) ("JPFL") announced today that it has signed an agreement for the sale of a minority stake in its packaging films business to Brookfield Asset Management (NYSE: BAM, TSX: BAM.A), which, through its Special Investments program ("BSI"), and together with institutional partners (collectively "Brookfield"), has agreed to make an INR 2,000 crore investment in the company. The transaction will result in JPFL carving out its packaging films business, which generates approximately 85% of its total revenue, into a wholly owned subsidiary in which BSI will hold a minority stake. JPFL will continue to own its non-woven business unit and other corporate assets.

The structured equity investment in JPFL consists of compulsory convertible preference shares and equity shares of the new subsidiary, giving BSI a 25% stake and downside protection through a ratcheted equity structure tied to financial performance. BSI has also entered into an investor rights agreement.

"We are proud to enter a strategic partnership with a large global investor such as Brookfield. Having access to their international network greatly broadens our horizons. The transaction is a testament to JPFL's leadership position and growth potential," stated Vinod Kumar Gupta, Chief Executive Officer of JPFL. "Brookfield's presence on the board of this new subsidiary will also facilitate benchmarking to international governance standards and best practices."

"We are pleased to partner with JPFL, India's leading manufacturer of flexible plastic films for the packaging industry, which plays an essential role in the preservation and hygiene of products in different sectors such as food and healthcare. In partnership with Jindal, we aim to help the company maintain its strong track record of growth," commented Dev Santani, Managing Director of BSI. "BSI is sector agnostic and invests in large-scale, non-control (minority) investments where we can provide capital and be a strategic partner to leading companies. We intend to continue to scale our BSI investments in India and be a partner of choice," added Santani.

The transaction is subject to customary approvals and is expected to close during the first half of fiscal year 2023.

About Jindal Poly Films Limited:

JPFL is one of the world's leading companies in manufacturing flexible plastic films and non-woven fabrics products. It provides a full suite of products including BOPP, BOPET, CPP, & other specialized films deriving significant economies of scale through its world's largest single location integrated plant in Nashik, Maharashtra. The products are used in packaging for food and cosmetics, labels, tapes, and various other industrial segments. It also provides non-woven fabrics which find application in hygiene, baby diapers and other medical applications.

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Rcgd. Office : 19'11 I(. i\ I. Hupur Buland�hahr Road, I' 0 Guluothi. l)isLL Bulen79

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Jindal Poly Films Limited raises INR 2,000 Cr from Brookfield in its Packaging Films Business

16 March 2022

Strictly Confidential

Investment in Packaging Films Business ("PFB")

JPFL and Brookfield, one of the leading global alternate asset managers managing US$690b of assets, have signed an agreement for a strategic growth investment in the PFB

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fi\ Brookfield to invest INR 2,000 Cr for a
� [[minority stake in JPFL's Packaging Films]] Business through a mix of primary and
<..::y-- secondary capital
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Promoters Public � [[minority stake in JPFL's Packaging Films]] Business through a mix of primary and
74.6% 25.4%
<..::y-- secondary capital
Jindal Poly
� � H1 FY2023 (expected time for the deal to close,
Films Limited
' -0---0--0- subject to customary closing conditions and
--··· - - ( '.��-��:') ----· ' '' @] regulatory approvals)
- I
I ,JPFL's PFB transfer
\ [via slump sale ]
The partnership is an affirmation of the
100% strength of our ability to build new,
attractive, scalable and sustainable businesses
JPFL Films
Private Limited ◄-·I
("JPFL Films") [1] : Brookfield
1 to own a
: 1 minority stake Partnership with Brookfield will accelerate organic
JFIL's business I and inorganic growth plans for the business
transfer via slump Brookfield
sale :Ju
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Among the largest PE deals in the packaging sector in India

Notes

1 Formerly known as J. AND 0. Speciality Films Private Umi1ed

2

Strictly Confidential

Highly value accretive transaction for shareholders

Transaction to bring about significant benefits for JPFL Help finance future growth and expansion /Si. value in Packaging Films Business � Unlocking 160[of the business by ] global investor[partnering with a reputed ]

Transaction to bring about significant benefits for JPFL Films

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�[Access to Brookfield's global network for ] optimization, , operational Access to the network of expe�s available �[revenue ] * globally improvements and global best practices � Access to Brookfield's international network � and portfolio investments

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Strictly Confidential
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Brookfield - leading global alternative asset manager

Significant global operating experience, and a responsible owner of world-class assets and businesses

c.US$690B

c.150,000

Assets under management1 Operating employees2

c.1,000

Investment professionals

Private Equity Real Estate Infrastructure Renewables Credit & Insurance c.US$948 c.US$2608 c.US$1168 c.US$658 c.US$1408 AUM AUM AUM AUM AUM

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Notes

1 AUM as or Dec 31, 2021; Includes public securities for us$ t4b

2 As of Dec 31, 2020 - Covers investment professionals and operating employees across all of Brookfield and Oaktree's business lines and lnveslment sectors

Strictly Confidential

4

Brookfield - global presence

As a large-scale investor with on ground operations in key regions around the world, Brookfield provides access to attractive investment opportunities globally

North America Europe & Middle East US$430B AUM[1 ] US$129BALJM1 620 Investment Professionals[2 ] 190 Investment Professionals 53,900 Operating Employees[2 ] 33,200 Operating Employees[2 ]

Noles

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South America
US$44BALJM1
60 Investment Professionals [2 ] "
26,100 Operating Employees [2 ] Asia-pacific
US$85BALJM1
150 Investment Professionals2
35,500 Operating Employees [2 ]
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1 As ofDec31,2021 2 As of Dec 31, 2020 - Covers Investment professlonals and operating employees aCfoss all of Brookfield and Oaktree·s business lines and kweslment sectors

5

Slnctly Confidential

Brookfield in India

Brookfield has been present for over 11 years in India, building significant presence and deep experience in the Indian market

$20.6B 60 19,000+ Assets Under Management Investment Professionals Operating Employees

• $10.7B • 175,000 telecom towers

Infrastructure

• 516 km road assets

• 1,480 km gas pipeline

$7.2B

Real Estate

• India's only institutionally managed REIT

• • 49MSF in office properties

• 1,200+ owned luxury keys 2,300+ managed / licensed keys

$0.6B

Renewables

• Solar: 247 MW capacity

• Wind: 312 MW capacity

• Infrastructure Property

• Renewables

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• Private Equity
Notes
1 As of Dec 31, 2021
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• 25 real estate projects financed with saleable area of 30 MSF

$2.1 B

Special

• Financial services - NBFC

Investments

• (BSI)/ Private • Customer Experience Equity

Strictly Confidential

6