Outcome of Board Meeting

• Security Code: 500227
• Company: JINDALPOLY

Jindal Poly Films Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 12, 2015, have approved a scheme of arrangement as per the provisions of sections 391 to 394 of the Companies Act, 1956, as amended, or re-substituted or re-enacted from time to time (herein after referred to as the “Scheme of Arrangement”), which, inter alia, includes the following:

1. Demerger of the manufacturing division (“Demerged Undertaking”) of Jindal Photo Limited, a group company (“Demerged Company”) into the Company (Jindal Poly Films Limited - Resulting Company).

The Appointed Date of the Scheme of Arrangement shall be April 01, 2014 or such other date as may be approved by Hon’ble High Court of Judicature at Allahabad, Uttar Pradesh and the Hon’ble High Court of Bombay.

2. Share Entitlement Ratio:

For every 59 (fifty nine) equity shares of face value of Rs. 10/- each held in the Demerged Company- Jindal Photo Limited, as on the Record Date, every equity shareholder of the Demerged Company shall be entitled to receive 10 (Ten) equity share of face value of Rs. 10/- each of the Resulting Company- Jindal Poly Films Limited, credited as fully paid-up.

Accordingly Resulting Company – Jindal Poly Films Limited. will issue apx. 17,38,700 (Seventeen Lacs thirty eight thousand seven hundred) fully paid-up Equity Shares of Rs. 10/- each to the Equity shareholders of Demerged Company – Jindal Photo Limited.

The share entitlement ratio is based upon the valuation report of M/s Haribhakti & Co. LLP, Chartered Accountants, Mumbai. Additionally, a Fairness Opinion on the proposed Scheme of Arrangement has been obtained from M/s SPA Capital Advisors Ltd, a SEBI registered Category I Merchant Banker. Both the Valuation Report and the fairness opinion have been duly approved by the Board.

The aforesaid Scheme of Arrangement is subject to various regulatory and other approvals and sanction by the Hon’ble High Court of Judicature at Allahabad (UP) and the Hon’ble High Court of Bombay.