Oricon Enterprises Ltd. — Capital/Financing Update 2020

Feb 28, 2020

28fu February, 2020

To BSELimited Floor 25, P J Towers, Dalal, Street Mumbai -400 001

To National Stock Exchange India Ltd 5th Floor, Exchange Plaza, Bandra (East) Mumbai - 400051

Sub: Intimation under Regulation 30ofth£ Securities and Exchange Board ofIndia (Listing Obligations ahd Disclosure Requirements> Regulations, 2015

Scrip Code: BSE - 513121; NSE - ORICONENT

Dear Sir/Madam,

Pursuant to Regulation 30 of the SecuritieS and Exchange Board of India (listing Obligations and rhsclosure Requirements) Regulations, 2015, this is to inform you that Oricon Enterprises Limit~d ("OEL") has signed and entered into a Joint Venture (JV) Agreement with TGP Tecnocap Group Partecipazioni S.R.L., Italy, holding company of the Tecnocap group; a multinational corporation headquartered in Italy engaged in the sectors of metal closures and aluminum aerosols bottles having consolidated turnover of € 160 million, for the year ended 31st December 2019 to record their understanding in relation to incorporation of a new Company, Tecnocap Oriental Private Limited, to which OEL shall transfer on slump sale basis its Business Undertaking pertaining to manufacturing of Lug caps situated at Murbad, District Thane, Maharashtra.

The deal was exclusively advised by Singhi Advisors, Mumbai as financial advisors to the Transaction.

Further the detailed disclosure as required under Listing Regulations is enclosed herewith as "Annexure I".

This is for your information and records: • •

Tha.n1Gng You,

Yours Sincerely ~ For Oricon Enterprises-Limited

Regd. Office: 1076, Dr. E. Moses Road, P. B~ No. 6584, Worli, Murnbai - 400018. Fax: +91-22- 24963055 Phone: +91 - 22- 2496 4656 - 58,43662200 E-mail: oclcont@ocHndia.com website:-www.oriconenterprises.com CIN : L28100MH1968PLC014156

ANNEXURE-I

S.No	Particulars	Description
1.	with whom theName ofParty	TGP Tecnocap Group Partecipazioni I
	agreement is entered	IS.R.L., Italy
2.	]VPurposeofEnteringinto	Sale of Business Undertaking of Lug
	Agreement	cap Manufacturing unit at Murbad,
		District Thane, Maharashtra to a new
		entityTecnocapOrientalPrivate
		Limited
3.	Shareholding and Equity Sharing	Oricon Enterprises do not hold any
	Ratio of both the Parties	inshareTGPTecnocapGroup
		Partecipazioni S.R. L., Italy ~
		Equity Sharing Ratio in the new entity
		shall be as follows:
		TGP Tecnocap Group Partecipazioni
		S.R.L., Italy - 75%
		Oricon Enterprises Limited - 25%
4.	Significant Terms and Conditions
	induding:
	right to appoint Directors,	TGP Tecnocap Group Partecipazioni
		S.R.L., Italy - 3 (Three)
		Oricon Enterprises Limited - 1 (One)
		Total No. of Directors - 4 (Four)
	first right to share subscription in	As per shareholding ratio on pro-rata
	case of issuance of shares,	basis
	right to restrict any change in Capital	as per consent of parties
	Structure	. •
	Right to refusal	As per the agreement
5	RelatedtoPromoter!Promoter	No
	Group
6	Whether the transaction would fall	TecnocapOrientalPrivateLimited
		within related party transaction. If being associate company is related
	yes, whether the same is done at	party of Oricon Enterprises Limited.
	1/ arms length"	done at 1/ armsThe transaction is
		length"

7	Details of Issue of Shares including	Equity Shares face value of Rs. 10 each,
	issue price and class of shares,	as per valuation of undertaking, to be
		issued under the Applicable Law.
8	Other Disclosures:	The day to day operations, business
		affairsoftheCompanyshallbe
		managed by and under the direction of
		Tecnocap.
		The Chairman of the Board shall at all
		times be a Director as nominated by
		TGP Tecnocap Group Partecipazioni
		S.R. L., Italy
		Tecnocap shall have the right at all
		times to appoint all the key managerial
		personnel of the Company including
		Chief Executive Officer,Managing
		Director, Chief Financial Officer, Chief
		operation officer, manager and suGh
		other Key Managerial Personnel as it
		may deem necessary.
		Lock-in restriction: 3 year of Lock-in
		restriction on shareholders from the
		closing date.

• •