RUDRA ECOVATION LIMITED - M&A Activity 2024

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Date: December 23, 2024

To BSE Limited Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 BSE Scrip Code: 514010

Sub: Outcome of the meeting of the Board of Directors of Rudra Ecovation Limited held on December 23, 2024

Ref: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations") by RUDRA ECOVATION LIMITED ("Company" or Transferor Company")

Dear Sirs,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Para A of Part A to Schedule III of the SEBI Listing Regulations, we wish to inform you, that the Board of Directors of Rudra Ecovation Limited (“the Company”), at its meeting held on toady, i.e., December 23, 2024, has consider and approved the proposed Scheme of Amalgamation of Rudra Ecovation Limited (Formerly Known as Himachal Fibres Ltd) with Shiva Texfabs Limited under section 230 to 232 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provision of the Companies Act 2013 and the provisions of other applicable laws.

The Scheme is subject to the approval of BSE Limited, SEBI, Shareholders, Creditors of the Company and such other statutory authorities as the case may be and further sanctioned thereof by the NCLT.

The Proposed Scheme has also been reviewed and recommended for approval by the Audit Committee of the Board of Directors of the Company and the Independent Director Committee of the Company, at their meeting held on December 23, 2024, respectively.

In terms of Regulation 30 of Listing Regulation and SEBI circular issued thereunder, we are furnishing the details as under:

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S Particulars Details
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S N Particulars Details	S N Particulars Details	S N Particulars Details

a.	Name of the entity(ies) forming part of amalgamation/merg er, details in brief such as size, turnover etc.	There is a proposal for Amalgamation of Rudra Ecovation Limited (Formerly Known as Himachal Fibres Ltd) (Transferor Company) with Shiva Texfabs Limited (Transferee Company), the transaction is proposed to be implemented through a Scheme of Amalgamation under the provision of Companies Act, 2013 and other applicable provision, if any (herein collectively referred to as “the Proposed Scheme of Amalgamation”/ “the Proposed Scheme”)

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		The Transferor Company - Rudra Ecovation Limited is listed at BSE and the Transferee Company - Shiva Texfabs Limited is an unlisted Company. Post Scheme, Shiva Texfabs Limited is proposed to be listed pursuant to applicable SEBI regulations. Brief Financial of the Transferor company and Transferee Company is enclosed asAnnexure-I.
b.	Whether the transaction would fall within related party transaction? If Yes, whether the same is done at “arms-length”	The transaction will fall within the ambit of related party transactions. It is confirmed that the proposed transaction shall be done at arm’s length.
c.	Area of Business of entity(ies);	Rudra Ecovation Limited, the Transferor Company is engaged in manufacturing of synthetic yarn and other related activities at its manufacturing unit located in Barotiwala in the State of Himachal Pradesh. Shiva Texfabs Limited, the Transferee Company is engaged in manufacturing of polyester staple fiber, synthetic yarn, knitted fabric, non-woven fabric and carpets etc., from the recycled material of pet waste, at the manufacturing units located in Machhiwara, Punjab.
d.	Rationale for Amalgamation	As perAnnexure-II
e.	In case of cash consideration- amount or otherwise share exchange ratio	There shall be no cash consideration in the proposed scheme of Amalgamation. Share Exchange Ratio for Amalgamation: For Equity Shares:The Transferee Company- Shiva Texfabs Limited will issue 0.213 Equity Share of ₹10 each, credited as fully paid-up, to the Equity Shareholders of the Transferor Company for every 1 Equity Share of ₹1 each held in the Transferor Company- Rudra Ecovation Limited. Treatment for outstanding convertible warrants: The warrants holder of Transferor company shall continue to have same rights and obligations with the transferee company. The Transferee Company- Shiva Texfabs Limited will issue 0.213 warrants of ₹10 each, credited as fully paid-up, to the warrants holder of the Transferor Company for every 1 warrants of ₹1 each held in the Transferor Company- Rudra Ecovation Limited.

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For Redeemable Preference Shares: Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.

For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.	For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.	For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.	For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.	For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.	For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.	For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.	For Redeemable Preference Shares:Since the entire redeemable preference shares issued by the Transferor Company is held by the Transferee Company only, the same shall get cancelled as cross-holding pursuant to the Scheme.
f.	Brief details of change in shareholding pattern	As perAnnexure-III Listed Transferor Company:				Pre-Scheme (On fully diluted Basis) No. of Equity Shares % 2,02,91,500 16.63 10,17,23,50 0 83.37 12,20,15,00 0 100.0 0
		Categor y	Pre-Scheme			Pre-Scheme (On fully diluted Basis)
			No. of Equity Shares	%	Outstandin g Convertibl e Warrants	No. of Equity Shares	%
		Promote r	1,57,91,500	13.97	45,00,000	2,02,91,500	16.63
		Public	9,72,41,500	86.03	44,82,000	10,17,23,50 0	83.37
		TOTAL	11,30,33,00 0	100.0 0	89,82,000	12,20,15,00 0	100.0 0

The meeting of Board of Directors commenced at 4:00 P.M. and conclude at 07:00 P.M.

This if for your reference and records. We will file necessary application under regulation 37 of Listing Regulation in due course.

We request you to kindly take the above information on records.

Thanking You,

For Rudra Ecovation Limited

NANCY SINGLA Digitally signed by NANCY SINGLA Date: 2024.12.23 19:04:58 +05'30' Nancy Singla Company secretary and Compliance officer

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Annexure-I

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Brief Financial:

I. Rudra Ecovation Limited (as per un-audited financial statements as on September 30, 2024 and the Audited financial statements for the financial year ended March 31, 2024):

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(Amount in ₹ lakhs)
Particulars (Standalone basis) September 30, March 31, 2024
2024
Paid up Equity Share Capital 1109.50 862.50
Reserve & surplus 7016.87 1293.77
Aggregate of Share Capital and 8126.37 2156.27
Reserves
Total Income 1313.64 2047.50
Profit after Tax (185.93) (53.48)
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II. Shiva Texfabs Limited (as per audited financial statements as on September 30, 2024 and the Audited financial statements for the financial year ended March 31, 2024):

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(Amount in ₹ lakhs)
Particulars (Standalone basis) September 30, March 31, 2024
2024
Paid up Equity Share Capital 3191.05 2577.46
Reserve & surplus 17226.83 3286.31
Aggregate of Share Capital and 20417.88 5863.77
Reserves
Total Income 21927.49 42000.31
Profit after Tax 1433.55 49589.83
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*During the year the company has transferred balance amount of loan waived off ₹ 48405.37 as revenue receipt and transferred it to exceptional item in statement of profit and loss account.

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Annexure-II

Detailed Rationale and benefits of the Scheme

The circumstances which justify and/or necessitate the proposed Scheme of Amalgamation of Rudra Ecovation Limited with Shiva Texfabs Limited; and benefits of the proposed amalgamation as perceived by the Board of Directors of these Companies, to the Shareholders and other stakeholders are, inter alia, as follows:

i. Complementary Operations: The Transferor Company has expertise in spinning operations which complements the Transferee Company’s capabilities in recycling and textile manufacturing. The Transferee Company is one of the largest vertically integrated plastic recyclers in Asia and produces PET chips, fibers, and textiles. The proposed Amalgamation will integrate the Transferor Company’s spinning operations to streamline the supply chain.
ii. Enhanced Market Leadership: The proposed Amalgamation will strengthen the combined entity’s position as a global leader in sustainable textiles, leveraging a fully integrated value chain.
iii. Operational Synergies: Integration of the Transferor and Transferee Companies will reduce raw material costs and will enhance manufacturing efficiencies. Consolidation of administrative functions and supply chains will improve profitability of the Combined entity.
iv. Optimized Asset Utilization: Physical and other infrastructure of the Transferor Company will be utilized more effectively to drive financial and operational gains.
v. Economies of Scale: The merged operations will reduce redundancies, improve resource utilization, and drive cost efficiencies. Scale advantages will enable better pricing and competitive market positioning.
vi. Integrated Value Chain: Shiva’s raw materials directly feed Rudra’s spinning processes, which supply yarn for Shiva’s textile production. The fully integrated value chain reduces lead times, improves quality consistency, and minimizes waste.
vii. Flexibility and Adaptability: The merged entity will gain flexibility to respond to market demands and industry trends.
viii. Regulatory Support: Government policies encouraging recycling and sustainability create a favorable environment for expansion.
ix. Aligned Global Sustainability Commitments: The proposed Amalgamation aligns with the sustainability commitments of global brands which require increased recycled content in their products and packaging. Shiva’s capacity to recycle 4 lakh kg of plastic bottles daily supports these objectives, giving the combined entity a competitive edge and ensuring steady growth opportunities.

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x. Environmental Impact: Recycling reduces energy consumption by 60% and CO2 emissions by one-third compared to virgin materials. The merged entity’s sustainable focus aligns with the environmental priorities of global clients.
xi. Shareholder Benefits: The improved financial profile enhances shareholder returns through better growth prospects.

The Scheme of Amalgamation is proposed for the aforesaid reasons. The Board of Directors and Management of the Transferor Company and the Transferee Company is of the opinion that the proposed Scheme is in the best interest of these Companies, their Shareholders and other stakeholders.

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Annexure-III

Listed Transferor Company: Rudra Ecovation Limited

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Category Pre-Scheme Pre-Scheme
(On fully diluted Basis)
No. of Equity % Outstanding No. of %
Shares Convertible Equity
Warrants Shares
Promoter 1,57,91,500 13.97 45,00,000 2,02,91,500 16.63
Public 9,72,41,500 86.03 44,82,000 10,17,23,500 83.37
TOTAL 11,30,33,000 100.00 89,82,000 12,20,15,000 100.00
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Category Pre-Scheme Allotment/ cancellation pursuant to the Post-Scheme
Scheme of Amalgamation (On fully diluted
Basis)
No. of % Allotment of Allotment Cancellation No. of %
Equity Shares of due to Cross- Equity
Shares pursuant to Convertible holding Shares
Scheme Warrants
pursuant to
Scheme
Promoter 34965119 99.46 3363590 958500 7040936 32246273 59.60
Public
Shareholder
(Unlisted
Company) 189570 0.54 - - - 189570 0.35
Public
Shareholder
(Listed
Company) - - 20712440 954666 - 21667106 40.05
TOTAL 3,51,54,689 100.00 2,40,76,030 1913166 70,40,936 54102949 100
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* Includes 7040936 (includes 47,01,755 equity shares issued to the Transferor Company which is partly paid-up with Rs. 3.10 per share of paid-up value).

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AI assistant

RUDRA ECOVATION LIMITED M&A Activity 2024

63889_rns_2024-12-23_1b8df174-eb74-49b5-a9e5-16e98ea17f29.pdf

Date: December 23, 2024

For Rudra Ecovation Limited

Brief Financial:

Annexure-II

Detailed Rationale and benefits of the Scheme

Annexure-III

Listed Transferor Company: Rudra Ecovation Limited

AI assistant

RUDRA ECOVATION LIMITED — M&A Activity 2024

63889_rns_2024-12-23_1b8df174-eb74-49b5-a9e5-16e98ea17f29.pdf

Date: December 23, 2024

For Rudra Ecovation Limited

Brief Financial:

Annexure-II

Detailed Rationale and benefits of the Scheme

Annexure-III

Listed Transferor Company: Rudra Ecovation Limited

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