SPV GLOBAL TRADING LIMITED — M&A Activity 2020

Nov 5, 2020

(Formerly Known as Tarrif Cine & Finance Limited) CIN: L27100MH1985PLC035268 CIN: L27100MH1985PLC035200
Regd. Off.: Ground Floor, Binani Bhavan 28/30, Anant Wadi, Bhuleshwar, Mumbai - 400 002. negu, Uff.: Ground Floor, Binani Bhavan 28/30, Anant Wadi, Bhuilesnwar, William 190. 512221.
Tel: 2201 4001, • Fax: 2201 4003 • Email Id: spyglobaltrading@gmail.com, BSE CODE NO. 512221. Website : www.spvglobal.in

To

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai- 400001

Scrip code - 512221

Subject: Regulation 30 and Regulation 47(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir /Madam.

In terms of Regulation 30 and Regulation 47(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), please find attached newspaper cuttings of the advertisement in relation to the financial results for the Second quarter and half year ended on 30^th September, 2020 as specified in Regulation 33 of LODR published in Business Standard (English) and Vrit Manas (Marathi) on 05^th November, 2020 and the same is also being displayed on the website of the Company viz www.spvglobal.in

Kindly take the same on your records.

Thanking you,

Yours faithfully

FOR SPV GLOBAL TRADING LTD.

Deepak Patil $(CFO)$ Date: 05th November, 2020 Place: Mumbai

(Formerly Known as Tarrif Cine & Finance Limited) CIN: L27100MH1985PLC035268 Regd. Off.: Ground Floor. Binani Bhavan 28/30, Anant Wadi, Bhuleshwar, Mumbai - 400 002. . Tel: 2201 4001, . Fax: 2201 4003 . Email Id: spvglobaltrading@gmail.com, BSE CODE NO. 512221 Website: www.spvglobal.in

BSE Limited Phiroze Jeejeeboy Towers Dalal Street. Mumbai- 400001

BSE Scrip Code: 512221

Ref: Disclosure under Regulation 30 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with SEBI circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.

This is to inform you that the Board of Directors of SPV Global Trading Limited (the 'Company') has approved the draft Composite Scheme of Arrangement between SPV Global Trading Limited (Demerged Company) and RMIL Metal Industries Private Limited (Resulting Company / Transferor Company) and Rashtriya Metal Industries Limited (Transferee Company) and their respective shareholders and creditors under sections 230 to 232 read with section 66 of the Companies Act, 2013 and other applicable provisions of Companies Act, Rules and Regulations thereunder (hereinafter referred to as the 'Scheme'), in their Board Meeting held on 4^th November 2020. The proposed Scheme of Arrangement is subject to further approval of the BSE Limited (BSE), Securities Exchange Board of India (SEBI), National Company Law Tribunal (NCLT), shareholders and other competent authorities.

In this respect, disclosure as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure A.

This is for your information and records.

Thanking you, Yours faithfully,

For SPV Global Trading Limited

Balkrishn a Binani

(Balkrishna Binani) Managing Director DIN: 00175080 Place: Mumbai Date: 5^th November 2020

Enclosed: As above.

(Formerly Known as Tarrif Cine & Finance Limited) CIN: L27100MH1985PLC035268 Regd. Off.: Ground Floor, Binani Bhavan 28/30, Anant Wadi, Bhuleshwar, Mumbai - 400 002. . . . . . . . . . . . . . . . . . . . Website : www.spvglobal.in

Annexure A

Disclosure under Regulation 30 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with SEBI circular No. CIR/CFD/CMD/4/2015 dated 09th September 2015

1.	the οf Name forming entity(ies) the of part amalgamation/ in merger, details brief such as, size, turnover etc.	The draft Composite Scheme of Arrangement is entered into between SPV Global Trading Limited (Demerged Company) and RMIL Metal Industries Private Limited (Resulting Company / Transferor Company) and Rashtriya Metal Industries Limited (Transferee Company) and their respective shareholders and creditors under sections 230 to 232 read with section 66 of the Companies Act, 2013 and other applicable provisions of Companies Act, Rules and Regulations thereunder. The brief financial details of the aforesaid companies involved in the Scheme is enclosed as Annexure 1.
		Yes. However, the same is on the arm's length basis.
2.	the Whether would transaction related fall within
	party transactions? If
	the whether yes,
	at same is done
	"arm's length"	a. SPV Global Trading Limited (the "SPV" or "Demerged Company") is,
3.	Area of business of the entity(ies)	inter alia, engaged in the Manufacturing and Trading of Non-Ferrous Metals, Copper and Copper scrap along with holding certain other business and assets including importing, exporting, trading of all kinds of goods and providing all kind of services.
		b. RMIL Metal Industries Private Limited (the "RMIPL" or "Resulting Company" or "Transferor Company") is, inter alia, incorporated with the objective to carry on the business of all metals including alloy steel, copper and allied metal and their scrap.
		c. Rashtriya Metal Industries Limited (the "RMIL" or "Transferee Company") is engaged in the business of ferrous and non-ferrous metals and are one of the premier producers of specialty cold rolled strips in a wide range of copper alloys.
4.	Brief details of the	The Scheme proposes to demerge the Metal Business Undertaking
	be division(s) to	("Demerged Undertaking") of the Demerged Company consisting of trading
	demerged	in Non-Ferrous Metals, Copper and Copper alloys and their scraps including
		Investment in RMIL which is engaged in the manufacturing of Copper and
		Copper Alloy strips, into the Resulting Company.

Balkrish a Binani

CIN: L27100MH1985PLC035268

Regd. Off.: Ground Floor, Binani Bhavan 28/30, Anant Wadi, Bhuleshwar, Mumbai - 400 002. . Tel: 2201 4001, • Fax: 2201 4003 • Email Id: spyglobaltrading@gmail.com, BSE CODE NO. 512221. Website: www.spvglobal.in

			(In Lakhs)
				Consolidated
				45856.76
			2957.90	45427.68
			98.30%	99.06%
				Turnover
				Consolidated
			669.53	20127.70
		Entity" or "Listed or ("SPV"
	$\overline{2}$	Metal Business Undertaking	618.48	19984.19
			92.37%	99.29%
Rationale Benefits оf Scheme Arrangement	i. ii.	Thus, through this Scheme, the Demerged Company is unlocking the
	of Turnover the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year I based on financials of the last financial year 6.	Sr. No. $\mathbf{1}$ $\overline{2}$ 3 Sr. No. 1 3 and the of	For Financial 2019-2020 Particulars SPV Global Trading Limited ("SPV" or "Listed Entity" or "Demerged Company Metal Business Undertaking (Demerged Undertaking) Percentage (%) of Total Turnover Particulars SPV Global Trading Limited "Demerged Company (Demerged Undertaking) Percentage (%) of Total Turnover revenues derived from this new business. in this Scheme.	Turnover (FY 19-20) Standalone 3009.12 The Appointed Date of the Scheme being 1st October, 2020, the details for the period of Half Year ending 30 th September 2020, is as under: Standalone In the Financial year 2020-2021, SPV has seen opportunities in providing consultancy services. The above-mentioned table incorporates the No trading activity has been undertaken on BSE by any of the Shareholders of the Demerged Company. Therefore, notwithstanding the listing of equity shares of the Demerged Company, the shareholders of the Demerged Company have not really enjoyed the benefit of listing in particular, they have not enjoyed any liquidity in respect of their shareholding nor have they enjoyed any significant appreciation in value of their shares. On the other hands, under the Scheme, they will have an option to opt for 10% Optionally-Convertible Non-Participatory Preference Shares of RMIL which will effectively ensure that the shareholders are able to enjoy appreciation in value of investment held by the Demerged Company and will be assured of obtaining liquidity upon exercising the option of redemption of preference shares instead of conversion, as per the terms of such Preference Shares as mentioned

Balkrishn a Binani

(Formerly Known as Tarrif Cine & Finance Limited)

CIN: L27100MH1985PLC035268

Regd. Off.: Ground Floor, Binani Bhavan 28/30, Anant Wadi, Bhuleshwar, Mumbai - 400 002.
• Tel: 2201 4001, • Fax: 2201 4003 • Email Id: spvglobaltrading@gmail.com, BSE CODE NO. 512221. Website : www.spvglobal.in

		Demerged Company which is otherwise not possible due to thin trading on BSE.
		iii. Accordingly, upon the Scheme becoming effective, there will not be any adverse effect on the Shareholders of the Demerged Company. The Scheme will not in any manner be prejudicial to the interest of the concerned shareholders, creditors, employee or key managerial personnel or any stakeholder or general public at large.
		iv. Upon the Scheme becoming effective, there would be elimination of inter-company holdings and layering of investment and business operations
		v. The Transferee Company will have improved business efficiencies with consolidation of trading and manufacturing activities of the Demerged Company relating to Copper and Copper Alloy Strips and that of the Transferee Company;
		vi. All the companies would achieve cost optimization and specialization for sustained growth and also delinking of entities; and
		vii. Demerger and merger of businesses would enhance operational efficiencies, ensuring synergies through pooling of the financial, managerial, and technical resources, personnel capabilities, skills, expertise and technologies.
		The Scheme proposes to issue the consideration in form of Equity Shares or
7.	cash of case In	10% Optionally Convertible Non-Participatory Preference Shares of the
	consideration amount or otherwise	Transferee Company at the option of the Shareholders of the Demerged
	share exchange ratio	Company. The shareholders of the Transferor Company are proposed to be
		issued Equity Shares of the Transferee Company.
		The Exchange ratio proposed under the Scheme is as under:
		a. For Equity Shareholders of the Demerged Company:
		For every 2 (Two) Equity Shares of the Demerged Company held by an
		Eligible Member of the Demerged Company, at the election of such
		Eligible Member and subject to the Share Exchange, either:
		19 (Nineteen) fully paid-up Equity Share of the Transferee Company
		of Rs. 10/- (Rupees Ten) each at a face value of Rs. 10/- (Rupees Ten) each;
		or 104 (One Hundred and Four) fully paid-up 10% Optionally-
		Convertible Non-Participatory Preference Share of the Transferee
		Company at Rs. 100/- (Rupees One Hundred only) each, which shall

Digitally signed by Balk
DN: c=IN. o=Personal. r $\mathsf{Balkrishn}^{\mathsf{DN:}\text{-}\mathsf{INR}\text{-}\mathsf{Personal},\mathsf{po}}_{\mathsf{25420}\text{--}\mathsf{9cc542571922}}$ a Binani

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Formerly Known as Tarrif Cine & Finance Limited

CIN: L27100MH1985PLC035268

Regd. Off. : Ground Floor, Binani Bhavan 28/30, Anant Wadi, Bhuleshwar, Mumbai - 400 002.

• Tel : 2201 4001, • Fax: 2201 4003 • Email Id : spygl

8.	of l details Brief in change shareholding pattern	have a face value of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 90/- (Rupees Ninety only) per share. For remaining Shareholders of the Transferor Company: The Transferee b. Company to allot 1 (One) Equity Share of the Transferee Company of Rs.10/- (Rupees Ten) each for every 77 (Seventy Seven ) Equity Shares of the Transferor Company of Rs.10/- (Rupees Ten) each fully paid up. There would be no change in the Shareholding Pattern of the Demerged Company i.e. listed entity. However, the shareholding pattern of the Transferee Company would change pursuant to issuance of consideration in shares. The detailed change in shareholding pattern of the Transferee Company is given in Annexure 2. No listing is sought for the shares upon the Scheme coming into the effect.
9.	listing Whether would be sought for
	resulting the transferee company

$G^L$ $O_R B_0^L$

(Formerly Known as Tarrif Cine & Finance Limited)

CIN: L27100MH1985PLC035268

Regd. Off. : Ground Floor. Binani Bhavan 28/30, Anant Wadi, Bhuleshwar, Mumbai - 400 002.

· Tel: 2201 4001, · Fax: 2201 4003 · Email Id: spvglobaltrading@gmail.com, BSE CODE NO. 512221. Website: www.spvglobal.in

Annexure 1

Brief financial details of Companies

The brief financial of the Demerged Company (standalone), Resulting / Transferor Company & Transferee Company as per the Limited Review Report as at the Appointed Date i.e. for the six months period ended 30^th September 2020 is as below:

(Rs. In Lakhs except EPS & Book

Value)			RMIL
Particulars	SPV Demerged Company	RMIPL Resulting / Transferor Company	Transferee Company
Equity Paid up Capital	24.50	1.00	451.30
Reserves and surplus (Other Equity)	146.40	(0.29)	23399.66
Carry forward losses
Net Worth	170.90	0.71	23850.96
Miscellaneous Expenditure
Secured Loans			4905.38
Unsecured Loans			35
Total Fixed Assets	0.16		9311.69
Income from Operations	618.48		19315.70
Total Income	669.53		19368.94
Total Expenditure	635.66		19278.77
Profit before Tax	33.87		90.17
Profit after Tax	33.58		41.70
Cash profit	33.60		353.70
Earnings per share (EPS) (INR)	13.70	(0.94)	0.92
Book value per share (INR)	69.75	7.11	528.49

Notes:

1. Net Worth = Paid-up Equity Share Capital + Reserves and surplus (Other Equity)

2. Cash Profit = Profit after Tax + Depreciation

3. Book value per share = (Total Assets - Total Liabilities) / Total Outstanding Equity Shares

4. Secured Ioan includes Current Maturities of Long-Term Debt & Vehicle Ioan (in case of RMIL)

5. The above financial details are without giving effect of the Scheme

Balkrishn	Digitally signed by Balkrishna Binani DN: c=IN, o=Personal, postalCode=400049.st=Maharashtra. 2.5.4.20=9cc5425719228d3f8a7fb3ca6efb 2880733ce4183dd9f9c87ce9389337009a b2
a Binani	pseudonym=6A6723B561F30CB9034B7D BF74119C3556C5BD4A serialNumber=3B29DDD8B5061A85EE05 E2482AD9155F0307FAFF5028B03138ACD AA254CDAA40, cn=Balkrishna Binani Data: 2020 11:05:17:02:56 : 05:20"

Annexure 2

Pre and Post Shareholding pattern of the Demerged, Resulting/Transferor and Transferee Company

			Pre Arrangement		Post Arrangement
Category	SPV Global Trading Limited (Demerged Co.)		RMIL Metal Industries Private Limited (Resulting Co.)		Rashtriya Metal Industries Limited (Transferee Co.)		Consideration on Demerger & Merger	Rashtriya Metal Industries Limited (Transferee Co.)
	No. of shares	%	No. of shares	%	No. of shares	%	No. of Equity shares	No. of shares	%
SPV Global Trading Limited					22,79,410	50.5%	-	-	0.0%
Promoters	1,43,007	58.4%	10,000	100.0%	18,25,302	40.4%	13,58,700	31,84,002	69.8%
Public	1,01,993	41.6%	-	0.0%	4,08,300	9.0%	9,68,934	13,77,234	30.2%
Total	2,45,000	100%	10,000	100%	45,13,012	100%	23,27,634	45,61,236	100%

Option 1: All Shareholders of SPV Global Trading Limited opt for Unlisted Equity shares of Rashtriya Metal Industries Limited

Note:

As the Scheme provides for the option given to the Shareholders of the Demerged Company, option 1 reproduces the scenario where All Shareholders of SPV Global Trading Limited opt for Unlisted Equity shares of Rashtriya Metal Industries Limited

Option 2: Issuance of Equity and Preference Shares to Promoter Shareholders and Public Shareholders respectively, of the Demerged Company

	Pre Merger							Post Merger
Category	SPV Global Trading Limited (Demerged Co.)		RMIL Metal Industries Private Limited (Resulting Co.)		Rashtriya Metal Industries Limited (Transferee Co.)		Consideration on Demerger & Merger	Rashtriya Metal Industries Limited (Transferee Co.)
	No. of shares	%	No. of shares	%	No. of shares	%	No. of Shares	No. of shares	%
Equity Share capital
SPV Global Trading Limited	-	0.0%			22,79,410	50.5%	-	-	0.0%
Promoters	1,43,007	58.4%	10,000	100.0%	18,25,302	40.4%	13,58,700	31,84,002	88.6%
Public	1,01,993	41.6%	-	0.0%	4,08,300	9.0%	-	4,08,300	11.4%
Total	2,45,000	100%	10,000	100%	45,13,012	100%	13,58,700	35,92,302	100%
Preference Share capital
Promoters	-	0.0%			-	0.0%	-	-	0.0%
Public	-	0.0%			-	0.0%	53,03,636	53,03,636	100.0%
Total	-	0.0%	-	0.0%	-	0.0%	53,03,636	53,03,636	100%

Note: