Rushil Decor Limited — Capital/Financing Update 2024

Feb 22, 2024

••• ••• ••• RUSHIL OECOR LIMITED

WE'LL MAKE IT

RDL/106/2023-24 Date: 22.02.2024

I To, National Stock Exchange of India Ud. Exchange Plaza, . • Sandra - Kurla Complex, Sandra {E), Mumbai "- 400 051 NSE EQUITY SYMBOL: RUSHIL

To, SSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 SSE SCRIP CODE: 533470

iSlN: INE573K01017

Dekr Sir/Madam,

Subject: Intimation· under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 -Approval to Incorporate a Subsidiary Company by entering into a Joint Venture Agreement

With reference to the captioned subject and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requkements) Regulations, 2015, this is to inform you that the Board of Directors of the Company at its ,meeting held on today i.e. 22nd day of February, 2024 has accorded its approval to incorporate a Subsidiary Company ("Proposed Company") by entering into a Joint Venture Agreement with Modala Panels and Boards through it's proprietor Or. M.N. Rao.

The details required under1heSEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015 read w�th SEBI Circular SEBI/HO/CFD/CFD-PoD-1 /P/CI R/2023/123 dated July 13, 2023 is attached herewith a·s Annexure - A & Annexure - B.

Please take the same in your records and do the needful.

Thanking you,

Yours faithfully HASMUKH Digitally signed by Fo[, Rushil D6cor Limited HASMUKH KANUBHAI KANUBHAI MODI Date: 2024.02.22 MODI 09:50:23 +05'30'

Hasmukh K. Modi I Company Secretary I

RUSHIL DECOR LTD., RUSHIL HOUSE, NEAR NEELKANTH GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA.

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REGO. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE ITLA, GANDHINAGAR-MANSA ROAD, TA. KALOL, 01ST. GANDHINAGAR-382845, GUJARAT, INDIA. I CIN: L25209GJ1993PLC019532

PH: +91-79-61400400 I FAX: +91-79-61400401 I EMAIL: INFO@RUSHIL.COM I WWW.RUSHIL.COM

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RUSHIL DECOR LIMITED WE'LL MAKE IT

~~ANNEXURE~~ - ~~A~~

Sr.	Sr.	Particulars	Details
No.
1.		Name(s) of parties with whom the	Modala Panels And Boards through it's
		agreement is entered.	proprietor Dr. M.N. Rao (Modala) and Rushil
			Decor Limited (RDL)
2.		Purpose of entering into the Agreement	Joint Venture fr the purpose of
			manufcturing Plyood and other allied
			products
3.		Shareholding, if any, in the entity with	NI
		whom the agreement is executed.
4.		Signifcant terms of the agreement (in	• The proposed shaeholding of RDL &
		brief special rights like right to appoint	Modala group in the proposed new Joint
		directors, frst right to share subscription	Venture Company will be as fllows:
		in case of issuance of shares, right to
		restict any change in capital stucture etc.	a. RDL: 51%
			b. Modala group: 49%
			• Both the parties have right to appoint two
			dectors fom each group and the
			Chairman will be fom RDL.
			• Both the parties shall have voting rights in
			proportion to their shareholding in the
			newly incororated Company
			• Standard clauses like deadlock, event of
			default, requirement fr taking major
			decision etc. will be incorporated in the
			Joint Venture Agreement
5.		Whether, the said parties are related to	No, Modala group is not related to promoter
		promoter_I_promoter group_I_group	_I_promoter group / group companies in any
		companies in any manner. If yes, nature of	manner of Rushil Decor Limited. However,
		relationship.	the proposed Company will be subsidiary of
			Rushil Decor Limited.
6.		Whether the transaction would fll within	Not Applicable
		related party tansactions? If yes, whether
		the same is done at "arm's length".
7.		In case of issuance of shares to the parties,	Proposed Company shall issue Equity Shares
		details of issue pnce, cla s of shares issued.	to the JV partners RDL & Modala group al fce value, as decided between the parties .

RUSHIL DECOR LTD., RUSHIL HOUSE, NEAR NEELKANTH GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA.

REGO. OFFICE: S. NO. 125, NEAR KALYANP URA PATIA, VILLAGE ITLA, GANDHINAGAR-MANSA ROAD, TA. KALOL, 01ST. GANDHINAGAR-382845, GUJARAT, INDIA. I GIN: L25209GJ1993PLC019532

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PH: +91·79-61400400 I FAX: +91-79-61400401 I EMAIL: INFO@RUSHIL.COM I WWW.RUSHIL.COM

••• ••• RUSHIL DECOR LIMITED WE'LL MAKE IT •••

1. Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listedentity, potential conflict of interest arising outof such agreements,etc.

RDL can nominate 2 Directors and Modala Group can nominate 2 Directors in the JVC. The Chairman will be from RDL.

• There is no conflict of Interest arising out of the Joint Venture Agreement (JVA).

• In case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s):

a) name of parties to the agreement; b) nature of the agreement; Not Applicable c) date of execution of the agreement; d) details of amendment and impact thereof or reasons of termination and impact thereof.

RUSHIL DECOR LTD., RUSHIL HOUSE, NEAR NEELKANT H GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA.

REGD. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE ITLA, GANDHINAGAR-MANSA ROAD, TA. KALOL, DIST. GANDHINAGAR-382845, GUJARAT, INDIA. I CIN: L25209GJ1993PLC019532

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PH: +91-79-61400400 I FAX: +91-79-61400401 I EMAIL: INFO@RUSHIL.COM I WWW.RUSHIL.COM

I

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RUSHIL DECOR LIMITED

ANNEXURE-B

WE'LL MAKE IT

Sr.	Particulars	Details
No.
1.	Name of the target entity, details in brief such as size, tover etc.;	Proposed Name:Rushil Modala Ply Limited or any other name as may be approved by the Cental Registation Cente, Ministry of Corporate Affairs.
		Proposed Authorized Capital:Initially Rs. 1,00,000/­ (Rupees One Lak Only) divided into 10,000 (Ten
		Thousand)equity shares with a nominal value of Rs.
		10/- (Rupees Ten only) each. The same will be increased to
		Rs. 10 crore or more as per requirement of the project
		Proposed Paid-up Capital:Iitially Rs. 1,00,000/- (Rupees One Lak Only) divided into 10,000 (Ten Thousand) equity
		shares with a nominal value of Rs. 10/- (Rupees Ten
		only) each. The same will be increased to Rs. 10 crore or
		more as per requirement of the project
		Turnover:Not applicable since the Company is yet to be icororated.
2.	Whether the acquisition	The Proposed Company once incorporated will be related
	would fall within related	party of Rushil Decor Limited (RDL).
	party transaction( s) and
	whether the promoter/	Promoter/Promoter group will be interested in the
	promoter group/ group companies have ay interest in the entity being acquired?	transaction. Subscription of shares will be on arm's length price.
	If yes, nature of interest and
	details thereof and whether
	the same is done at "arm's
3.	length"; Industy to which the entity	Manufcturing and Sale of Plyood and allied products.
	being acquired belongs;
4.	Objects and impact of acquisition(including but	The proposed company shall be incorporated fr the purose of manufacturing and sale of Plywood and other
	not limited to, disclosure of	allied products.
	reasons fr acquisition of target entity, if its business is	The business of the proposed company is complementary
	outside the main line of business of	to the main line of business of the listed entity. Thus, the products to be manufctured by the proposed Company
	the listed entity);	will be m the same vertical segment of products manufctured by Rushil Decor Limited .

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RUSHIL DECOR LTD .. RUSHIL HOUSE, NEAR NEELKANTH GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA.

REGD. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE I TLA, GANDHINAGAR-MANSA ROAD,

TA. KALOL, DIST. GANDHINAGAR-382845, GUJARAT. INDIA. I CIN: L25209GJ1993PLC019532

PH: +91-79-61400400 I FAX: +91-79-61400401 I EMAIL: INFO@RUSHIL.COM I WWW.RUSHIL.COM

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RUSHIL DECOR LIMITED

WE'LL MAKE IT

	~~,~~ Jo	Brief details of any goverental or regulatory approvalsrequiredfrthe	Not Applicable.
	6.	acquisition; Indicativetimeperiodf,	Not Applicable, as it is incorporation of new Company.
		completion
		of the acquisition;
	7.	Consideration - whether	The Company "RDL" shall subscribe 51 % of the paid up
		other form and details of the	Equity Share Capital in cash in the proposed	subsidiary
		same;	company.
	8.	Costof acquisitionand/or	Initially,RDLwill subscribeto5100(FiftyOne
	I	the price at which the shares are acquired;	Hundred) Equity shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 51,000/- (Rupees Fifty One ThousandOnly).The same subscription willbe
			increased by RDL to Rs. 5,10,00,000/- crore or	more as
			per requirement of the project
	9,	Percentage of shareholding_1_	RDL will hold 51 % of Equity shares in the Proposed
		control	Company.
		acquired and / or number of
		shares acquired;
	10.	Brief background about the	Date of Incorporation:Yet to be incorporated.
		entity acquired in terms of
		products/line of business	Turnover of last 3 Years:Not Applicable
		acquired, date of
		incorporation, history of last 3 years tover, county in	Country of Incorporation:To be incorporated	in India
		whichthe acquiredentity
	I	has presence and any other signifcantinfrmation(in brief;

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RUSHIL DECQR LTD .. RUSHIL HOUSE, NEAR NEELKANTH GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA.

REGD. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE ITLA, GANDHINAGAR-MANSA ROAD,

TA. KALOL, DIST. GANDHINAGAR-382845, GUJARAT, INDIA. I GIN: L25209GJ1993PLC019532

PH: +91-79-61400400 I FAX: +91-79•61400401 I EMAIL: INFO@RUSHIL.COM I WWW.RUSHIL.COM