Board of Mandhana Industries approves demerger of retail & trading business

At meeting held on 22 November 2014

Mandhana Industries announced that at the meeting of the Board of Directors (the Board) of the Company held on 22 November 2014, the Board approved the following in relation to the demerger of the Company's retail and trading business of the brand Being Human to Mandhana Retail Ventures (MRVL):

1) Issue of 2 (two) equity shares of MRVL to every shareholder holding 3 (three) equity shares of MIL; and

2) The draft scheme of arrangement (the Scheme) between MIL and MRVL and their respective shareholders and creditors.

The aforesaid approval was based on the valuation recommended by M/s. SSPA & Co., Chartered Accountants and Fairness Report of Emkay Global Financial Services, Category I registered Merchant Banker.

The Board also authorised, severally, the Managing Committee of the Board and/or Purushottam C. Mandhana - Chairman and Managing Director and/or Biharilal C. Mandhana-Executive Director and/or Manish B. Mandhana - Joint Managing Director and/or Sahrash Daga - Vice President - Finance and/or Vinay Sampat, Vice President - Legal and Company Secretary to give effect to the Scheme and to do all such acts, deeds, matters and things as also to execute such documents, writings as may be necessary and to settle any questions or difficulties which may arise and give any directions necessary for obtaining approval of and giving effect to the Scheme.

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