Shalimar Paints Ltd. — Capital/Financing Update 2022

Mar 8, 2022

March 08, 2022

BSE Limited National Stock Exchange of India Ltd Corporate Relationship Department, Exchange Plaza, 5" Floor, 1*'Floor, New Trading Ring, Plot No. C/1, G- Block Rotunda Building, P.J. Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Fort, Mumbai - 400 001 Mumbai - 400051 BSE Scrip Code: 509874 NSE Symbol : SHALPAINTS

Sub: Outcome of Board Meeting

Re.: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Dear Sir/Madam,

In continuation to our letter dated March 03, 2022: and pursuant to Regulation 30 of SEBI Listing Regulations, we would like to inform you that the Board of Directors of Shalimar Paints Limited ("the Company") has, at its meeting held today, i.e. March 08, 2022, inter-alia, transacted the following businesses:

1. Preferential issue of warrants:

Subject to approval of the shareholders of the Company and such other regulatory/ governmental approvals, as may be required, the Board of Directors of the Company approved the raising of funds of upto' INR 150 crore by creating, issuing, offering and allotting the following securities by way of a preferential issue on a private placement basis:

• a. upto 30,65,134 warrants to Virtuous Tradecorp Private Limited, an entity belonging to the promoter group of the Company, each carrying a right to subscribe 1 (one) fully paid up equity share of the Company, having a face value of INR 2/- (Rupees Two only) ("Equity Share');
• b. upto 26,81,992 warrants to JSL Limited, an entity belonging to the promoter group of the Company, each carrying a right to subscribe 1 (one) Equity Share; and
• c. upto 57,47,126 warrants to Hella Infra Market Private Limited, an existing shareholder of the Company which is disclosed as a public shareholder, each carrying a right to subscribe 1 (one) Equity Share.

Details relating to issue of warrants as required under Regulation 30 of the SEBI Listing Regulations read with SEBI circular dated September 9, 2015, bearing reference no. CIR/CFD/CMD/4/2015 ("SEBI Circular'), are provided in 'Annexure A'.

2. Appointment of Director:

The Board of Directors appointed Mr. Abhyuday Jindal (DIN: 07290474) as an additional director of the Company in the capacity of non-executive non-independent director with effect from March 08, 2022, as recommended by the Nomination and Remuneration Committee of the Company.

In terms of circular dated June 20, 2018 issued by National Stock Exchange of India Limited, bearing reference no. NSE/CML/2018/24, and circular dated June 20, 2018 issued by BSE Limited, bearing reference no. LIST/COMP/1412018, we have received confirmation from Mr. Abhyuday Jindal that he is not debarred from accessing capital markets and / or restrained pa ~ from holding the office of director by virtue of any order of the SEBI or any other such authogr

| Shalimar Paints Ltd.

Corporate Office: 1* Floor, Plot No. 28, Sector 32, Gurugram - 122001, Haryana SHALIMAR | Regd. Office: Stainless Centre, 4° Floor, Plot No. 50, Sector 32, Gurugram - 122001, Haryana. Call: +91 124 461 6600 Fax: +91 124 461 6659 Toll Free: 1800-103-6509 | Email Id: askus(ashalimarpaints.com Website: www.shalimarpaints.com CIN: L24222HR1902PLC065611

Details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI circular are provided in 'Annexure B'.

3. Convening an Extra Ordinary General Meeting of the Company

The Board of Directors has decided to convene an extraordinary general meeting ("EGM") on Thursday, March 31, 2022 at 03:00 P.M. through Video Conferencing / Other Audio Visual Means to seek the approval of the shareholders of the Company inter alia in relation to the above. The Board of Directors has approved the draft notice of the EGM and matters related thereto. The notice of the said EGM shall be submitted to the stock exchanges in due course of time in compliance with SEBI Listing Regulations.

The meeting of the Board of Directors commenced at 03:45 P.M. and concluded at 07:20 P.M.

We request you to kindly bring the above information to the notice of your members.

Thanking you,

Sincerely yours,

For Shalimar Paints Limited

Shikha Rastogi Company Secretary

Encl.: As above

Annexure A

The details relating to issuance of warrants as required under Regulation 30 of SEBI Listing Regulations read with SEBI Circular are as under:

		Annexure A
The	issuance details relating to Regulations read with SEBI Circular are as under:	of warrants under Regulation of SEBI required Listing as 30
S. No. is	Particulars Type of securities proposed to be issued	Description Warrants carrying a right to subscribe 1 (one) Equity Share per warrant.
	Type of issuance	Preferential allotment on a private placement basis in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder and SEBI (Issue of Capital and Disclosure Requirements) Regulations, amended ("ICDR Regulations") 2018, and other as applicable laws
	number Total of — securities proposed issued he or the to amount which the total for issued securities be will (approximately)	30,65,134 Tradecorp warrants Virtuous upto (a) to Private Limited, at a price of INR 130.50 (Rupees Hundred One and Paise per Thirty only) Fifty warrant, aggregating to INR 39,99,99,987 (Rupees Crore Lakh Nine Ninety Nine Ninety Nine Thirty Thousand Nine Hundred and Eighty Seven only).
		upto 26,81,992 warrants to JSL Limited, at a price = os ~S (Rupees One Hundred Thirty and 130.50 of INR Fifty Paise only) per warrant, aggregating to INR (Rupees 34,99,99,956 Four Crore Ninety Thirty Nine Lakhs Ninety Nine Thousand Nine Hundred and Fifty Six only).
		57,47,126 Market warrants upto Hella Infra (c) to Private Limited, at a price of INR 130.50 (Rupees Hundred One and Paise Thirty per only) Fifty warrant, aggregating to INR /4,99,99,943 (Rupees Seventy Four Crore Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Forty Three only).
		determined warrants been The has price of the in accordance ICDR _ Regulations. The with the undertaken cash preferential issue be for will 25% amount consideration. equivalent An of the to consideration payable be time shall the of at subscription allotment warrants and and of the the balance 75% shall be payable at the time of allotment Shares pursuant to exercise of Equity of the rights warrants to attached subscribe to the Equity the to Shares. The price of the warrants and the number of Equity Shares to be allotted on conversion of warrants adjustments appropriate subject as shall be to permitted under applicable laws.
	Additional information in case of preferential issue:
(i)	Name of the Investor	Tradecorp promoter Virtuous Private Limited, a e group company; JSL Limited, a promoter group company; and e Hella Infra Market Private Limited. e

(ii)	allotment Post securities - of outcome subscription, the of issue price price allotted (in / case of convertibles), number of investors	The details of warrants, prior to and after the proposed preferential allotment, are as under: Name of the allottee	Pre- preferential		Post preferential allotment
		Virtuous Tradecorp Private Limited JSL Limited Hella Infra Market Private Limited For details relating to price and number of investors,	allotment No. warrants 0 0 0	of % 0 0	of % No. warrants 30,65,134 NA Q 26,81,992 NA 57,47,126 NA
(iii	case convertibles of — In conversion intimation on of lapse securities on the or of tenure of the instrument;	please refer to points 3 and 4(i) above. exceed The tenure warrants the shall not 18 of months from Each (eighteen) date of allotment. the warrant shall carry a right to subscribe 1 (one) Equity Share per warrant, which may be exercised in one or more tranches during the period commencing from the of allotment of warrants date expiry the 18 until of months from (eighteen) the date of allotment of the warrants.
	Any cancellation or termination proposal issuance for of of reasons including securities thereof.	Not applicable

Annexure B

	Annexure B
Name of Director Reason change for viz. appointment, resignation, removal, death or otherwise	Mr. Abhyuday Jindal (DIN: 07290474) Mr. Abhyuday Jindal has been appointed as an Additional non-independent Director in the capacity of non-executive director on the Board of Directors of the Company with effect from March 08, 2022.
appointment/cessation Date of applicable) term (as & of appointment	Date of Appointment: March 08, 2022 Term Appointment: Non-executive non-independent of Director, liable to retire by rotation
case Brief profile of (in appointment)	Economics and University graduate in Business A Boston Management, Abhyuday wide ranging has Jindal Mr. a management, experience areas supply project the of in management. systems, general chain and strategic & he is the Managing Currently, Director of Jindal Stainless Limited and Jindal Stainless (Hisar) Limited. He is also the Co-Chair for FICCI's Steel Committee. Mr. Jindal started his career with the JSW Group. There, he played a prominent role in the stake acquisition of Ispat Industries and the post acquisition integration of JSW and Ispat. He then moved on to the Boston Consulting Group, where he managed project consultancy for diverse industries, including cement, steel, wind turbines, and auto components. Having gained a deep understanding manufacturing arena, industrial of the Mr. Jindal entered the USD 2.70 billion (as of March' 21) Jindal Stainless organization.
	Driven by the ambition to go beyond the ordinary, Mr. Jindal improving supply and took multiple strides chain in Today, shaping operational efficiencies. Jindal he is dynamic, Stainless into a far more responsive, predictive, and solution- based organization. As a leader in the stainless steel landscape of the country, Mr. Jindal has explored and unlocked new avenues for providing stainless solutions to stakeholders with the vision to improve lives. Helmed by him, uncontested organization market leadership has the built and made foray into new fields. Strongly rooted in the Indian Abhyuday community-centric soil, Jindal's Mr. transformational approach has led to the development and empowerment sustenance several and initiatives of in around production signature has facilities. His style its among endeared employees. He personifies him further open and participative management, a consistent culture of feedback march towards dialogue and and relentless a continuous improvement.
Disclosure relationships of _ between directors case of (in appointment of a director)	Mr. Abhyuday Jindal not related to any Director of the is Company.