Shree Cements Ltd. — M&A Activity 2023

Nov 7, 2023

==> picture [560 x 110] intentionally omitted <==

SCL/BWR/SE/2023-24/ 7[th] November, 2023

National Stock Exchange of India Limited, BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra – Kurla Complex, Bandra (East) 25[th] Floor, Dalal Street, MUMBAI – 400 051 MUMBAI – 400 023 SCRIP CODE: SHREECEM EQ SCRIP CODE 500387 Debt Segment NCD ISIN: INE070A07061 Debt Segment NCD ISIN: INE070A07061

Attn: Listing Department

Sub: Intimation of the outcome of the meeting of the Board of Directors of Shree Cement Limited held on 7[th] November 2023 and disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sirs,

Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, we wish to inform the stock exchanges that the Board of Directors of Shree Cement Limited (“ Transferee Company ” or “ Company ”) in its meeting held today i.e. 7[th] November, 2023, considered and approved the draft Scheme of Amalgamation of Shree Cement North Private Limited (“ Transferor Company 1 ”) and Shree Cement East Private Limited (“ Transferor Company 2 ”) with the Company and their respective shareholders (" Scheme ") pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”).

The Scheme inter alia provides for the amalgamation of the Transferor Company 1 and the Transferor Company 2 (collectively referred to as “ Transferor Companies ”) with the Company. The Transferor Companies are wholly owned subsidiaries of the Company.

The Scheme is subject to necessary statutory and regulatory approvals under the applicable laws, including approval of the jurisdictional National Company Law Tribunal.

The disclosure as required pursuant to Regulation 30 of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is attached as per Annexure A .

Kindly take the same on record.

Thanking you,

Yours faithfully, For SHREE CEMENT LIMITED

SHYAM SUNDER Digitally signed by SHYAM SUNDER KHANDELWAL KHANDELWAL Date: 2023.11.07 16:59:20 +05'30' ( S.S. KHANDELWAL ) COMPANY SECRETARY

Encl: As Above

==> picture [468 x 69] intentionally omitted <==

==> picture [560 x 110] intentionally omitted <==

Annexure-A

Details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

**S. No. **	Particulars		Details	Details
1	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.		Transferee Company:
			Name of the	Revenue for	Net Worth as at March 31, 2023 (Rs. in Crore)
			entity	the year 2022-23 (Rs. In Crore)
			Shree Cement Ltd.	16,837.49 (Standalone)	18,288.44 (Standalone)
			Transferor Companies :
			Name of the entity	Revenue for the year 2022-23 (Rs. In Crore)	Net Worth as at March 31, 2023 (Rs. in Crore)
			Shree Cement East Pvt. Ltd.*	Nil	554.45
			Shree Cement North Pvt. Ltd.*	NIl	151.88
			*Wholly owned subsidiary of Shree Cement Ltd.
2	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”		In terms of General Circular No 30/2014 dated 17th July 2014 issued by Ministry of Corporate Affairs (“MCA Circular”), the transactions arising out of compromises, arrangements and amalgamations under the Act are exempted from the requirements of Section 188 of the Act. Further, in terms of Regulation 23(5)(b) of the Listing Regulations, any transaction entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval, is exempted from the provisions of Regulation 23(2), (3) & (4) of Listing

==> picture [468 x 69] intentionally omitted <==

==> picture [560 x 110] intentionally omitted <==

**S. No. **	Particulars	Details
		Regulations. As the Transferor Companies, being wholly owned subsidiaries of the Company, are proposed to be amalgamated with the Company through the Scheme, there will be no issue of shares by the Transferee Company. Accordingly, no valuation will be required. Therefore, requirement of arm’s length criteria is not applicable.
3	Area of business of the entity(ies)	The Transferor Company 1 is engaged in the business of cement manufacturing and sales. The Transferor Company 2 is engaged in the business of cement manufacturing and sales. The Transferee Company is engaged in the business ofcementmanufacturing and sales.
4	Rationale for amalgamation/ merger	Business efficiency and economies of scale
5	In case of cash consideration – amount or otherwise share exchange ratio	Since the Transferor Companies are wholly owned subsidiaries of the Transferee Company, no shares of the Transferee Company shall be allotted under the Scheme.
6	Brief details of change in shareholding pattern (if any) of listed entity	Since there is no issue of shares, there will be no change in the shareholding pattern of the Transferee Company pursuant to the Scheme.

==> picture [468 x 69] intentionally omitted <==