Maithan Alloys Limited — M&A Activity 2021

May 5, 2021

lSO000l :2008COMPANY Registered Office : ldealCentre, 4th Floor 9, A.J.C. Bose Road, Kolkata - 700 017 T (033) 4063 2393 F (033) 2290 0383 E office@maithanalloys.com W www.maithanalloys.com CIN : 127101W8'l 985P1C039503

May 5,202-1.

I

1l The Secretary The Calcutta Stock Exchange Limited T,Lyons Range Kolkata - 700 001

2l Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Scrip Code:10023915

Scrip Code: MAITHANALT

• Subiect Outcome of the meeting of the Board of Directors of Maithan Alloys Limited (the "Company") held on May 5, 202L and disclosures under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2075, as amended ("Listing Regulations") - Approval of Composite Scheme of Arrangement.
• Ref: Composite Scheme of Arrangement ("Scheme") amongst Ma Kalyaneshwari Holdings Private Limited ("MKH" or "Demerged Company" or "Transferor Company") ,od Anjaney Land Assets Private Limited (" ALAPL" or "Resulting Company") urd Maithan Alloys Limited ("MAL" or "Transferee Companty" or "Company") *d their respective shareholders and creditors under Sections 230 to 232read with Section66 and other applicable provisions of the Companies Act,2013 ("Scheme").

Dear Sir f Madarn,

In compliance with Regulation 30 read with Schedule III of the Listing Regulations, we wish to inform the stock exchanges that the Board of Directors of the Company ("Board") at its meeting held today i.e. May 5,202L, based on reconunendations of the Audit Committee and Committee of Independent Directors, has approved the Scheme. The Scheme is subject to requisite statutoryf regulatory approvals including the approval of the jurisdictional National Company Law Tribunal ("NCLT").

The Scheme provides for:

a. Demerger of Real Estate and Ancillary Business from MKH into ALAPL; and

b. Upon the Demerger becoming effective, amalgamation of MKH with MAL.

Pursuant to the amalgamation, there will be no change in Promoter's holding in the Company. The Promoters would continue to hold the same percentage of shares in the Company, pre and post the amalgamation of the Transferor Company with the Company. ' Contd.. Pg 2

lSO900l :2008COMPANY Registered Office : ldealCentre,4th Floor , 9, A.J.C. Bose Road, Kolkata - 700 017 r (033) 4063 2393 F (033) 2290 0383 E office@maithanalloys.com W wrtrw.maithanalloys. com CIN : 127101W81985P1C039503

:Pg2:

Disclosures regarding details of the Scheme pursuant to Regulation 30 of the Listing Regulations as amended, read with Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 issued by the Securities and Exchange Board of India are enclosed herewith as Annexure A.

The Board Meeting conunenced at L2:30 P.M. and concluded at 3:40 P.M.

You are requested to kindly take the same on record and inform all concerned.

This is for your information and records.

Thanking you,

lly, Alloys Limited

wJ- Z

Rajesh K. Shah Company Secretary

Encl: As stated above

cc: The Corporate Relationship Department BSE Limited Rotunda Building, P.J. Towers Dalal Street, Fort Mumbai- 400 001 Scrip Code:590078

ISO 9001 : 2008 COMPANY Registered Office : ldealCentre, 4th Floor 9, A.J.C. Sose Road, Kolkata - 700 017 T (033) 4063 2393 F (033) 2290 0383 E offi ce@maithanalloys.com W www. maithanalloys.com CIN : 1271 01W81 985P1C039503

Annexure A

itil

DETAILS OF THE SCHEME UNDER REGULATION 30 OF THE LISTING REGULATIONS READ WITH THE SECURTTIES AND EXCHANGE BOARD OF INDIA CTRCULAR NO. CIR/CFD lCMDl4l20l5 DATED SEpTEMBER 9, 2Ot5 ("SEBl CIRCULAR")

Disclosures relating to the amalgamation of Ma Kalyaneshwari Holdings Private Limited with Maithan Alloys Limited underthe Scheme, as per Para.1,.2 of Annexure lof the SEB|Circular.

Sr.	Particulars	Details
No.
a.	Name of the entity(ies)forming partoftheamalgamation/merger,details in brief such as, size,turnover etc.	1. Ma Kalyaneshwari Holdings Private Limited ("MKH" or"Transferor Company"). MKH had a turnover of INR 23.59 Crfor the year ended March 37,2020.Maithan Alloys Limited ("MAL" or "Company" or "Transferor2.
		Company"). MAL had a turnover of INR 1,896.80 Cr for the yearended March 3'J.,2020.
		MKH is holding 1,,72,7O,L76 equity shares having face value of3.
		INR 10/- (Rupees Ten only) each aggregating to 59.32% equity
		stake in MAL and forms part of the promoter/promoter groupof MAL.
b	Whether the transactionwould fall within relatedparty transactions?	The Transferor Company is the holding company of the Companyand forms part of the Promoter and Promoter Group of theCompany. The proposed amalgamation would qualify as a related
	lf yes, whether the same isdone at "arm's length"	party transaction under applicable provisions of the Securities andExchange Board of lndia (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amended from time to time.
		The Board of Directors ("Board") of the Company has, in itsmeeting held today i.e. May 5, 2021., based on recommendationsof the Audit Committee and the Committee of lndependentDirectors have approved the amalgamation of the TransferorCompany with the Company in accordance with a CompositeScheme of Arrangement ("Scheme") as per the provisions ofSections 230-232 read with Section 66 and any other applicableprovisions of the Act.
		documents in order toThe Scheme is based on the followingmaintain fairness and arm's length basis :,';l-':'
		! )!-/'/'x.-lr'..z-

Unitll E.Pl.P., Byrnihat, Dist. Ri-bhoi-793 101 (Meghalaya)

Unitlll Plot No. 42 & 43, APSEZ, P.O. Atchutapuram, Dist. Visakhapatnam - 531 011 (A.P.)

lSO300l :2008COMPANY Registered Office : ldeal Centre, 4th Floor 9, A.J.C. Bose Road, Kolkata - 700 017 T (033) 4063 2393 F (033) 2290 0383 E office@maithanalloys.com W www.maithanalloys.com CIN : 127101W81985P1C039503

Sr.	Particulars	Details
No.
		Amalgamation Share Entitlement Report dated May 5, 2O2ta)obtained from an independent valuer i.e. KPMG ValuationServices LLP, Registered Valuers (lBBl Registration No.lBBl/RV-E/06/2020/LLs) providing the share exchange ratio forthe amalgamation of Transferor Company with the Company;and
		Fairness Opinion dated May 5, 2027 obtained fromb)Sundae Capital Advisors Private Limited, a SEBI registeredCategory I Merchant Banker, having SEBI Registration No.1NM000012494, providing the fairness opinion on the shareexchange ratio recommended by KPMG Valuation Services LLP,lndependent Registered Valuers, in connection with theamalgamation of the Transferor Company with the Company.Further the proposed Schemesubjectnecessary regulatoryapprovals.
c.	Area of business of theentity(ies);	L. MKH is registered with the Reserve Bank of lndia ("RBl") as aNon-Banking Financial Company ("NBFC") vide Certificate ofRegistration (bearing no. 05.01071). MKH has two businessverticals:
		Real Estate and Ancillary Business - comprises of businessIactivities related to owning and maintenance of immovableproperties for leasing/ sale purposes; and
		Remaining Business - comprises of business of holdingil.investments, including purchase and sale of shares &securities including shares held in MAL. As on May 5, 2021,MKH's Remaining Business holds 7,72,70,176 equity sharesof face value INR 10 constituting5g.32% stake in MAL.
		MAL is engaged in the business of manufacturing and exporting2.of all three bulks Ferro alloys - Ferro Manganese, SiliconManganese and Ferro Silicon.

ISO 9001 : 2008 COMPANY Registered Office : ldeal Centre, 4th Floor 9, A.J.C. Bose Road, Kolkata - 700 017 r (033) 4063 2393 F (033) 22e0 0383 E office@maithanalloys.com W www.maithanalloys.com crN 127101W81985P1C039503

,

Sr.	Particulars	Details
No"
d.	Rationale foramalga mationTmerSer;	Rationale for the amalgamation of the Transferor Company withthe Transferee Company is as follows:-
		a) The amalgamation would lead to simplification of the existingholding structure of the Transferee Company and reduction ofshareholding tiers to remove impediments, if any, in facilitatingfuture expansion plans.
		b) The Scheme is not detrimental to the interests of the minorityshareholders in any way.
		The Promoter Group of the Transferor Company is desirous ofc)rationalizing and streamlining its holding in the TransfereeCompany to create transparency over Promoter ownershipstructure in the Transferee Company.
		There would be no change in aggregate Promoters holding ind)the Transferee Company. The Promoters would continue tohold the same number of equity shares in the TransfereeCompany, pre and post the Amalgamation of the TransferorCompany with the Transferee Company and there will be nochange in the aggregate shareholding of the Promoter Group.
		All costs and charges arising out of the Scheme shall be borne/e)reimbursed by the Promoters/ Promoter Group/ entities ownedand controlled by the Promoters or Promoter Group of theTransferee Company.
		The Scheme also provides that the Promoters of the TransfereeCompany will jointly and severally indemnify, defend and holdharmless the Transferee Company, its directors, employees,officers, representatives, or any other person authorized by theTransferee Company (excluding the Promoters) for any liability,claim or demand, which may devolve upon the TransfereeCompany on account of the amalgamation.
		Accordingly, the Board of Directors of the Company have approvedthe Scheme for the transfer and vesting of MKH into the Companypursuant to the provisions of Section 230-232 read with Section 66and other applicable provisions of the Act.
	Works : Unit-l : P.O Kalyaneshwari	- 713 369, Dist. Burdwan (West Bengal)

Unitll : E PlP, Bymihat, D Unit-lll : Plot No 42 & 41 A st. Ri-bhoi-793 101 (Meghalaya) )SF7 PO Alnhtttanrrram Flisl Vicakhanalnam - 511 n11 /A P\

ISO 9001 : 2008 COMPANY Registered Office : ldeal Centre, 4th Floor 9, A.J C. Bose Road, Kolkata - 700 017 T (033) 4063 2393 F (033) 22s0 0383 E office@maithanalloys.com W www. maithanalloys.com crN 127101W81985P1C039503

Sr.	Particulars	Details
No.
e.	!n case of cash consideration- amount or otherwise shareexchange ratio;	Based upon the Amalgamation Share Entitlement Report, theFairness Opinion and the recommendations received from AuditCommittee and the Committee of lndependent Directors, theBoard has approved the Scheme for the amalgamation of theTransferor Company with the Company, in consideration for whichthe Company shall upon the Scheme being effective and withoutany further act or deed and without any further payment, issueand allot to the shareholders of the Transferor Company [whosenome is recorded in the register of members of the TronsferorCompany as on the Record Dotel equal number of its equity shares
		as held by the Transferor Company in the Company in thefollowing manner:-"7,72,70,776 (One Crore Seventy Two Lakh Seventy Thousand OneHundred Seventy Six ) fully poid up equity shores of the foce volueof INR 10/- (Rupees Ten only) eoch credited os fully poid up in theshare capitol of the Transferee Compony in the proportion of thenumber of equity shores held by the shoreholders in the TronsferorCompony".All the equity shares held by the Transferor Company in theCompany shall stand cancelled, without any further act or deedupon the Scheme becoming effective. There would be no changein aggregate Promoters holding in the Transferee Company.
f.	Brief details of change inshareholding pattern (ifany)of Iisted entity"	Upon the amalgamation being effective, the equity shares held bythe Transferor Company in the Company shall get cancelled. Theshareholders of the Transferor Company shall receive equal numberof equity shares on a proportionate basis in the Company based onthe Amalgamation Share Entitlement Report dated May 5, 202Lissued by KPMG Valuation Services LLP, Registered Valuers( I B B I Registratio n No. I B B /RV-E/0 6 I 2O2O I ttsl.The proposed Amalgamation will not result into any change inaggregate Promoter's shareholding in the Company.

: Unit-l :PO. Kalyaneshwari - 713 369, Drst Burdwan (West Bengal) Unitll : E.P.lP Bymihat, Dist. Ri-bhoi-793 101 (Meghalaya) Unitlll : Plot No. 42 & 43, APSEZ, PO Atchutapuram, Dist. Msakhapatnam - Works s31 011 (A P)