Dalmia Bharat update on proposed restructuring of subsidiary and step down subsidiaries

Dalmia Cement (Bharat) (DCBL), a wholly owned subsidiary of Dalmia Bharat (DBL or the Company), Dalmia DSP, Murli Industries, Ascension Mercantile and Ascension Multiventures, wholly owned subsidiaries of DCBL (i.e., step-down subsidiaries of the Company), at their respective meeting of Board of Directors held on 23 March 2021 have considered and approved:

1. Scheme of Amalgamation of Dalmia DSP with DCBL (Scheme I) and

2. Composite Scheme of Arrangement and Amalgamation for (a) demerger of Paper and Solvent Extraction Undertakings of Murli Industries to Ascension Mercantile and Ascension Multiventures, respectively, followed by (b) amalgamation of Murli Industries with the Company (Scheme II).

Scheme I and Scheme II shall be subject to necessary statutory and regulatory approvals including approval of the shareholders and sanction of the National Company Law Tribunal(s), as may be required under applicable law(s).

Pursuant to the proposed restructuring, (a) Murli Industries and Dalmia DSP shall dissolve without winding up; (b) DCBL shall continue to own 100% shares of Ascension Mercantile and Ascension Multiventures; and (c) DBL shall continue to own 100% shares of DCBL.

The Board of Directors of DBL on its Board Meeting held on March 23, 2021 has taken note of the proposed Scheme I & Scheme II involving its wholly owned subsidiary & step down subsidiaries, as mentioned above. DBL is neither involved as a transferor company nor as a transferee company in Scheme I & Scheme II.

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