New Delhi, November 6, 2016

Dalmia Bharat consolidates its position in cement world Merges entities to create 4th largest cement play of 25 MnT capacity

Simplifies Group Structure with one listed entity

DBL shareholders to receive 2 shares of the merged entity for every 1 share held

The Board of Directors of Dalmia Bharat Limited (DBL), OCL India Limited (OCL), Dalmia Cement (Bharat) Limited (DCBL) and Odisha Cement Limited (ODCL) at their respective meetings held on 5thNovember, 2016 approved a Scheme of Arrangement and Amalgamation (the "Scheme") for the merger of Dalmia Bharat Limited (DBL) with OCL India Limited (OCL) and merged entity to be renamed as Dalmia Bharat Limited. Simultaneously, the business undertakings of OCL will be transferred into DCBL consolidating DCBL's cement manufacturing capacity within same legal entity.

Resultant structure:

Promoters

Others

53.2% 46.8%

DBL

(Listed)

100%

DCBL

(Cement OpCo)

76%

Calcom

Transaction overview:

  • DBL shareholders to receive 2 shares of the merged entity for every 1 share held

  • DCBL to be a consolidated cement operating entity of the group

  • Major milestone of corporate restructuring and simplification achieved

The respective boards considered and approved plans to reorganize the businesses with a view to

  • Simplify the group structure

  • Create one listed entity

  • Consolidate into a single operating cement company

  • Pursue focused growth towards Pan India presence

  • Renewed and sharper focus on sustainable development, enhancing customer centricity, creating pride and value creation for all stakeholders

Mr. Puneet Dalmia stated that:

"This action further strengthens our position as one of the leading cement players in India, uniquely placed to support India's economic growth and demonstrates our commitment towards achieving simplification and consolidation."

The Scheme is subject to stakeholder approvals, regulatory approvals including stock exchanges and other relevant authorities and completion of the previously announced scheme of arrangement involving OCL and ODCL.

About Dalmia Bharat

Dalmia Bharat Limited is a pioneer in the cement manufacturing for over seven decades since 1939. With an expanding India footprint, the company is a category leader in all kinds of cement including super-specialty cements used for oil well, railway sleepers and air strips. Dalmia Bharat Group has strong foothold in Southern and Eastern India. The Company continues to produce best quality premium cement at lowest cost; maximizing efficiencies being the ultimate goal. The Group with current capacity of 25 million tonnes is one of the leading Cement Groups in the Indian cement industry. Visit us at http://www.dalmiabharat.com.

Investor Relations

Himmi Gupta Dalmia Bharat Limited Email: gupta.himmi@dalmiabharat.com Phone: +91 11 23465201

Dalmia Bharat Limited published this content on 30 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 January 2017 08:41:11 UTC.

Original documenthttps://www.dalmiabharat.com/upload/pdf/Press_Note-Amalgamation_of_DBL_and_OCL.pdf

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