Bajaj Electricals : Scheme of Arrangement

February 8, 2022

To,
BSE Limited	:	Scrip Code - 500031
Department of Corporate Services,
Phiroze Jeejeebhoy Towers,
Dalal Street Mumbai 400 001.
National Stock Exchange of India Limited	:	BAJAJELEC - Series: EQ
Listing Department,
Exchange Plaza, Bandra Kurla Complex,
Bandra (East), Mumbai 400 051.

Sub: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") by Bajaj Electricals Limited (the "Company")

Dear Sir / Madam,

In furtherance to our intimation dated December 9, 2021, and in terms of Regulation 30 of the SEBI Listing Regulations, we wish to inform you that the Board of Directors ("Board") of the Company at its meeting held today, i.e. on Tuesday, February 8, 2022, has, inter-alia, subject to the approval of the shareholders of the Company, considered and approved the Scheme of Arrangement between Bajaj Electricals Limited (the "Demerged Company" or "Company") and Bajel Projects Limited (the "Resulting Company") and their respective shareholders under Sections 230-232 of the Companies Act, 2013 ("Scheme") involving the following:

1. Transfer by way of demerger of the Demerged Undertaking (as defined in the Scheme) consisting of Power Transmission and Power Distribution Business (as defined in the Scheme) of the Demerged Company into the Resulting Company and consequent issue of equity shares by the Resulting Company to the shareholders of the Demerged Company; and
2. Various other matters consequential or otherwise integrally connected therewith.

The equity shares of the Resulting Company shall be listed on BSE Limited and National Stock Exchange of India Limited (collectively, the "Stock Exchanges"), post the effectiveness of the Scheme. The shareholders of the Company will be issued equity shares in the Resulting Company in the same proportion as their holding in the Company.

The Scheme is subject to necessary statutory and regulatory approvals including the approval of Hon'ble National Company Law Tribunal, Mumbai Bench.

The additional information required to be disclosed under Regulation 30 of SEBI Listing Regulations, read with Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed as Annexure-A. Further, the Company will file the Scheme with the Stock Exchanges according to the provisions of Regulation 37 of the SEBI Listing Regulations.

Regd. Office: 45/47, Veer Nariman Road, Mumbai 400 001. Tel.: [phone]

Email ID:[e-mail]:www.bajajelectricals.com

Corporate Identity Number (CIN): L31500MH1938PLC009887

We request you to take the above on record and treat the same as compliance under the applicable provisions of the SEBI Listing Regulations.

Thanking you,

Yours faithfully,

For Bajaj Electricals Limited

AJAY SURESH NAGLE

Digitally signed by

AJAY SURESH NAGLE Date: 2022.02.08 12:47:11 +05'30'

Ajay Nagle

Head of Department - Legal (and Company Secretary)

Encl.: As above.

Regd. Office: 45/47, Veer Nariman Road, Mumbai 400 001. Tel.: [phone]

Email ID:[e-mail]:www.bajajelectricals.com

Corporate Identity Number (CIN): L31500MH1938PLC009887

Annexure-A

Required disclosures/details in respect of Scheme of Arrangement between Bajaj Electricals Limited (the "Demerged Company" or "Company") and Bajel Projects Limited (the "Resulting Company") and their respective shareholders under Sections 230-232 of the Companies Act, 2013 ("Scheme"), pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), read with SEBI Circular No.CIR/CFD/CMD/4/2015 dated September 9, 2015:

Sr.		Particulars		Remarks
No.
1.		Brief details of the division(s) to		The Demerged Undertaking (as defined in the Scheme)
		be demerged		consisting of Power Transmission and Power Distribution
				Business (as defined in the Scheme) of the Demerged
				Company will be demerged and vested into the Resulting
				Company, as a going concern, with all properties, pre-
				qualifications, rights and powers and all debts, liabilities,
				duties and obligations and such other ventures (and shall
				include ancillary and support services in relation to the
				same), from the Appointed Date of opening of business
				hours on April 1, 2022.
				All the other businesses of the Demerged Company,
				including the Consumer Product business and Illumination
				Projects business, will remain with the Demerged Company.
2.		Turnover of the demerged
		division and as percentage to		Name	Turnover as	% to the total
		the total turnover of the listed			on March 31,	turnover as
		entity in the immediately			2021	on March 31,
		preceding financial year/ based			(INR Crores)	2021
		on financials of the last financial		Demerged Undertaking	730	15.97
		year.
3.		Rationale for demerger	(a) The Demerged Company has 2 (two) distinct business
				segments viz. (i) Consumer Product segment ('CP')
				(which includes appliances, fan and consumer lighting
				products) and (ii) Engineering Procurement and
				Construction segment ('EPC'). The EPC segment primarily
				focuses on Illumination Business and Power
				Transmission and Power Distribution Business.
			(b) Illumination Business which is a part of EPC segment is
				more synergistic to CP segment and its risk and rewards
				are also aligned to that of CP segment.

Regd. Office: 45/47, Veer Nariman Road, Mumbai 400 001. Tel.: [phone]

Email ID:[e-mail]:www.bajajelectricals.com

Corporate Identity Number (CIN): L31500MH1938PLC009887

1. The nature of risk, competition, challenges, opportunities and business methods for the Power Transmission and Power Distribution Business is separate and distinct from the Remaining Business carried out by the Demerged Company. Further, the way the Power Transmission and Power Distribution Business is required to be handled and managed is not similar to that of the Remaining Business.
2. Each of the varied businesses carried out by the Demerged Company have significant potential for growth and profitability and can attract different set of investors, strategic partners, lenders, etc. Therefore, as these businesses approach their next phase of growth, it would be strategically apt to segregate the Power Transmission and Power Distribution Business from the Remaining Business.
3. The segregation shall enable them to move forward independently, with greater focus and specialization, building on their respective capabilities and their strong brand presence. It will also help to channelize resources required for all the businesses to focus on the growing businesses and attracting right talent and providing enhanced growth opportunities to existing talent in line with a sharper strategic focus on each business segment under separate entities.
4. The Scheme will also enable the Demerged Company and the Resulting Company to focus and enhance its respective businesses by streamlining operations and its management structure ensuring better and more efficient management control.
5. Bifurcation of these businesses will enable unlocking value of each vertical thereby paving way for focused growth with a view to create significant stakeholder value and at the same time allow investors to allocate their portfolio into separate entities, focused on the distinct entities. Further, it will enable independent and distinct capital allocation approach and balance sheet management based on the distinct needs of each business.
6. Thus, the demerger would help in achieving the desired operating structure and shall inter-alia have following

Regd. Office: 45/47, Veer Nariman Road, Mumbai 400 001. Tel.: [phone]

Email ID:[e-mail]:www.bajajelectricals.com

Corporate Identity Number (CIN): L31500MH1938PLC009887

		benefits:
		(i) Create sector focused companies;
		(ii) Streamline the management structure;
		(iii) Unlock value for shareholders;
		(iv) Ring-fence businesses from each other; and
		(v) Better risk management.
4.	Brief details of change in	• There will be no change in the shareholding pattern of the
	shareholding pattern (if any) of	Demerged Company.
	all entities	• The shareholding pattern of the Resulting Company will
		replica/mirror that of the Demerged Company.
5.	In case of cash consideration -	No cash consideration is payable under the Scheme. The
	amount or otherwise share	consideration for demerger shall be discharged by issue of
	exchange ratio	equity shares by the Resulting Company as follow:
		"1 equity share of the face value of INR 2 each fully paid-up
		of the Resulting Company shall be issued and allotted for
		every 1 equity share of face value INR 2 each fully paid up
		held by equity shareholders of the Demerged Company."
6.	Whether listing would be sought	Yes, the Scheme proposes that, subject to the compliance of
	for the resulting entity?	applicable provisions of the Securities Contract (Regulations)
		Rules, 1957, the circular issued by Securities and Exchange
		Board of India and the Stock Exchanges, and also subject to
		the SEBI Listing Regulations, the shares of the Resulting
		Company would be listed on the BSE Limited and the
		National Stock Exchange of India Limited.

Regd. Office: 45/47, Veer Nariman Road, Mumbai 400 001. Tel.: [phone]

Email ID:[e-mail]:www.bajajelectricals.com

Corporate Identity Number (CIN): L31500MH1938PLC009887