JFL/NSE-BSE/2022-23/108

November 8, 2022

BSE Ltd.

National Stock Exchange of India Limited

P.J. Towers, Dalal Street

Exchange Plaza, Bandra Kurla Complex

Mumbai - 400001

Bandra(E), Mumbai - 400051

Scrip Code: 533155

Symbol: JUBLFOOD

Sub: Intimation of proposed internal restructuring of certain overseas subsidiaries of Jubilant FoodWorks Limited ("JFL" or "Company")

Ref: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

Pursuant to Regulation 30 of the Listing Regulations, we wish to inform that the Board of Directors of the Company at its meeting held on November 8, 2022 has inter-alia approved an internal restructuring of its overseas subsidiaries where certain overseas subsidiaries of the Company will be held under Jubilant FoodWorks International Luxembourg, a step down wholly owned subsidiary of the Company as per details below. The proposed restructuring will result in simplification of structure of the Company without any change in ultimate ownership of the Company over the said subsidiaries.

  1. Sale of all shares held by the Company in (a) Jubilant FoodWorks Lanka Private Limited, a wholly owned subsidiary of the Company in Sri Lanka; and (b) Jubilant FoodWorks Bangladesh Limited, a wholly owned subsidiary of the Company in Bangladesh, to the Jubilant FoodWorks International Luxembourg, a step down wholly owned subsidiary of the Company in
    Luxembourg ("Luxembourg Subsidiary") as per details mentioned in Annexure 1;
  2. Sale of all shares of DP Eurasia N.V., a company incorporated in the Netherlands, held by Jubilant Foodworks Netherlands B.V., a wholly owned subsidiary of the Company in the
    Netherlands ("Netherlands Subsidiary") to Luxembourg Subsidiary as per details mentioned in Annexure 1;
  3. Termination of the existing corporate guarantee dated October 27, 2021 issued by the Company in favour of Hongkong and Shanghai Banking Corporation Limited (HSBC) ("Guarantee") and issuance of a new corporate guarantee in favour of HSBC on behalf of the Luxembourg Subsidiary guaranteeing the repayment obligations for the term loan assigned/novated to the Luxembourg Subsidiary (term loan earlier availed by Netherlands Subsidiary), as per details mentioned in Annexure 2.

In this regard, details as required under Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are attached as Annexure 1 & 2.

We request you to take the above information on your record.

Thanking you.

For Jubilant FoodWorks Limited

MONA AGGAR WAL

Digitally signed by MONA AGGARWAL Date: 2022.11.08 13:35:05 +05'30'

Mona Aggarwal

Company Secretary and Compliance Officer Investor E-mailid: investor@jublfood.com

Encl: A/a

Current Structure - JFL its Subsidiaries and Associate

Proposed Structure - JFL its Subsidiaries & Associate

Annexure-1

Name of the entity

Jubilant

Jubilant

DP Eurasia N.V.

FoodWorks Lanka

FoodWorks

(DPEU)

Pvt. Limited

Bangladesh

(JFLPL)

Limited (JFBL)

Shares held by

Jubilant FoodWorks Limited

Jubilant Foodworks

Netherlands B.V.

Amount and % of turnover or

Turnover: 5,021.72

Turnover: 2,475.08

Turnover:

revenue or income and net

(1.14%)

(0.56%)

36,803.94*

worth contributed by such

Net worth: 1,781.39

Net worth: 2,062.27

Net worth:

unit or division of the listed

(0.91%)

(1.05%)

(2,594.99) (-1.33%)

entity (based on latest audited

(As on March 31,

(As on March 31,

(As on Dec. 31,

standalone financials of the

2022)

2022)

2021)

respective entity)

(Amount INR in lakhs)

Date on which the agreement

To be entered

for sale has been entered into

Expected date of completion

Subject to applicable regulatory approvals and procedures, the

of sale / disposal

proposed restructuring is expected to complete on or before

June 30, 2023.

Consideration received from

Lux. Co. will

Lux. Co. will

Lux. Co. will

such sale/ disposal

acquire all shares

acquire all shares

acquire all shares of

held by the

held by the

DPEU held by JFN

Company in JFLPL

Company in JFBL

at a price arrived

at a price arrived

at a price arrived

on arm's length

on arm's length

on arm's length

basis as on the date

basis in accordance

basis in accordance

of transfer for a

with the Foreign

with the OI Rules

consideration (cash

Exchange

read with the OI

or otherwise) by

Management

Directions

Lux. Co.

(Overseas

Investment) Rules,

2022 ("OI Rules")

read with the

Foreign Exchange

Management

(Overseas

Investment)

Directions, 2022

("OI Directions")

Brief Details of buyers and

Jubilant FoodWorks International Luxembourg, a step down

whether any of the buyers

wholly owned subsidiary of the Company in Luxembourg.

belong to the Promoter

group/ group companies. If

The Buyer does not belong to Promoter/ Promoter Group/

yes, details thereof

Promoter Companies

whether the transaction

The proposed restructuring falls within the purview of related

would

party transaction and shall be done on an arm's length basis.

fall within related party

transactions? If yes, whether

the

same is done at "arm's

length"

Additionally, in case of a

Not applicable

slump sale, indicative

disclosures provided for

amalgamation/merger, shall

be disclosed by the listed

entity with respect to such

slump sale

*Associate being accounted under Equity Method of consolidation, only share in associate's profit is consolidated in Group Profit & Loss. Income of the Associate is not consolidated in Group Income under Equity Method of consolidation. Notes:-

  1. Currency Conversion for net worth has been done at closing exchange rate and for Turnover at annual average exchange rate.
  2. Turnover and Net worth of DPEU is apportioned in the ratio of shareholding of JFL (through JFN) in DPEU during the applicable period.

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Jubilant Foodworks Ltd. published this content on 08 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2022 08:13:02 UTC.