Board of Directors of the Company ('the Board') at its meeting today, i.e. November 12, 2024, has considered and approved the Scheme. The proposed Scheme inter alia provides for: The demerger, transfer and vesting of the Manufacturing Business of WPL into CCPPL on a going concern basis, and issue of equity shares by the Company to the shareholders of WPL (other than the shares held by the Company), in consideration thereof. Rationale for amalgamation/ merger Post demerger, CWL is desirous of consolidating the Remaining Business of WPL pursuant to amalgamation. Consolidating the assets and liabilities of WPL with CWL would streamline the corporate structure by consolidating multiple entities and enable efficiency in operations and processes through reduction in legal and regulatory compliances and related administrative costs; The amalgamation will also result in the following benefits: a) the amalgamation of WPL with CWL would bring about synergy of operations and economies of scale and additionally, the legal and regulatory compliances of both the listed entities will be unified and streamlined; b) consolidation of ownership interests in one listed company instead of two listed entities; and c) unified approach on customer engagement, distribution and supply chain management would lead to operational and financial efficiencies in all these functions. The Scheme is in the interests of all stakeholders of each of the Parties. In case of cash consideration - amount or otherwise share exchange ratio; For the amalgamation of WPL with the Company, the Company shall issue and allot, on a proportionate basis to each shareholder of WPL (other than the shares held by the Company), whose name is recorded in the register of members as member of WPL as on the Record Date (as defined in the Scheme), as under: 31 (Thirty One) fully paid-up equity share of INR 5/- (Indian Rupees Five only) each of CWL ('CWL New Equity Shares for Merger'), credited as fully paid up, for every 100 (Hundred) equity share of INR 10/- (Indian Rupees Ten only) each of WPL The share exchange ratio has been arrived based on Share Exchange Ratio Report issued by KPMG Valuation Services LLP, a Registered Valuer. Further, a fairness opinion report on the share exchange ratio is provided by Ernst & Young Merchant Banking Services LLP, Independent SEBI Registered Categor.