Outcome of Board Meeting

• Security Code: 509472
• Company: CRAVATEX

Cravatex Ltd has informed BSE that a meeting of the Board of Directors of the Company was held on February 02, 2017. The meeting inter alia transacted the following business:

(a) Approved acquisition of 100% equity stake (i.e. 3,000 equity shares) of Cravatex Brands Limited (CBL) by the Company in the following manner:

(i) purchase of 2,994 equity shares at face value of INR 100/- each, and

(ii) acquisition of beneficial interest in the remaining 06 equity shares for a consideration of INR 100/- each,

resulting into CBL becoming a wholly owned subsidiary of the Company. The said transaction has also been approved by the Board of Directors in accordance with Sections 188(1)(a) of the Companies Act, 2013 and rules made thereunder.

Detailed information in relation to the above, as required to be disclosed in terms of Regulation 30 of LODR Regulation, is annexed hereto as Annexure 1.

(b) Considered and approved sale and transfer of the Company's business undertaking engaged in the business of import, marketing, distribution and servicing of fitness equipment as well as through licensing arrangements with global brands, the design, sourcing, and the marketing, distribution and retail of footwear, apparel, and sporting goods together with associated employees, assets and liabilities (Business Undertaking), as an inseparable whole, as a going concern, without values being assigned to the individual assets and liabilities in accordance with the provisions of Section 50B read with Section 2(42C) of the Income-tax Act, 1961 to CBL having become a wholly owned subsidiary of the Company, for a lump sum consideration of INR 32.68 crores (Rupees Thirty Two Crores and Sixty Eight Lacs only) (determined by an independent valuer) subject to adjustments, if any. The said lump sum consideration will be discharged in full by CBL by issue and allotment to the Company of 32.68 lacs equity shares of CBL at face value credited as fully paid up. The slump sale has been approved by the Board of Directors in accordance with Section 180(1)(a) of the Companies Act, 2013 and in accordance with Section 188 of the Companies Act, 2013 read with Regulation 23 of the LODR Regulations and is subject to shareholders and third party consents, as applicable.

Detailed information in relation to the above, as required to be disclosed in terms of Regulation 30 of LODR Regulation, is annexed hereto as Annexure 2.

(c) Subject to (b) above, considered and approved execution of business transfer agreement with CBL, and other ancillary agreements and the completion of transactions contemplated in the business transfer agreement.

(d) Approved the postal ballot notice in terms of Section 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, for seeking approval of the shareholders for items listed therein.

Further, for specified persons the trading window in respect of the Company's securities will remain closed with effect from February 02, 2017 from the time of receipt of the notice by them and their dependants, and they shall not deal in securities of the Company till the opening of the trading window which shall be 48 hours after this disclosure is made public.