Imagicaaworld Entertainment : Reply to Clarification Sought

June 24, 2022

The Manager

Listing Department

National Stock Exchange of India Limited

Exchange Plaza, 5th Floor, Plot no. C/1,

G Block, Bandra Kurla Complex, Bandra (E)

Mumbai- 400 051

Fax No.: 26598237/38

NSE Scrip Symbol: IMAGICAA

Dear Sir/Madam,

Sub: Clarification On Corporate Debt Restructuring

The National Stock Exchange of India Limited has sought clarification from Company with respect to announcement dated 23-Jun-2022 regarding Corporate Debt Restructuring("CDR"). On the basis of aforesaid announcement, we would like to clarify as under:

1. Whether CDR is voluntary and reasons for opting or referred by lenders/creditors
   Please note that the Company has not undergone Corporate Debt Restructuring with its lenders. Please note that a Resolution Plan submitted by Malpani Parks Indore Private Limited for assignment/one-time settlement of debt obligations and change in control and management of the Company has been approved by the lenders comprising of Union Bank of India (UBI) as Lead Bank, Bank of Baroda (BOB), Central Bank of India, Corporation Bank (merged with UBI), Dena Bank (merged with Bank of Baroda), Indian Overseas Bank, Jammu & Kashmir Bank Limited, Life Insurance Corporation of India, Punjab & Sind Bank, Syndicate Bank (merged with Canara Bank), Asset Care and Reconstruction Enterprises Limited, Vijaya Bank (merged with Bank of Baroda) and Bank of India (collectively referred to as "Lenders") under the requirements of the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 and is being implemented. This is in connection with our previous submissions made to the Stock Exchanges, wherein the implementation of the Resolution Plan was informed on 7th May 2022. Further on 3rd June 2022, the outcome of Swiss Challenge was informed to the Exchanges, in accordance with the Reserve Bank of India ( Prudenital Framework for Resolution of Stressed Assets), Directions 2019.
2. Details of the loan to be subjected to restructuring under CDR;

The loans availed by the Company from the Lenders comprising of Union Bank of India (UBI) as Lead Bank, Bank of Baroda (BOB), Central Bank of India, Corporation Bank

(merged with UBI), Dena Bank (merged with Bank of Baroda), Indian Overseas Bank, Jammu & Kashmir Bank Limited, Life Insurance Corporation of India, Punjab & Sind Bank, Syndicate Bank (merged with Canara Bank), Asset Care and Reconstruction Enterprises Limited, Vijaya Bank (merged with Bank of Baroda) and Bank of India have been settled/restructured pursuant to the Resolution Plan submitted by Malpani Parks Indore Private Limited.

Please refer to our Board Meeting Outcome dated 22nd June 2022 reproduced below in which certain portion of the outstanding debt owed by the Company to the Lenders has been converted into equity shares of the Company.

Sr.	Name	of	the	Category	Type of	Amount	of	Number	of	Issue Price
No.	Allottee/ Lenders		Securities	outstanding	Equity	Shares	(Rs.)
						debt converted	Allotted
						into	equity
						shares (in Rs.)
1.	Union	Bank	of	Lenders-	Equity	238,949,995	1,56,27,861	15.29
	India			Non	Shares
				Promoter
				Group
2.	Bank of Baroda	Lenders-	Equity	173,399,991	1,13,40,745	15.29
				Non	Shares
				Promoter
				Group
3.	Indian	Overseas	Lenders-	Equity	66,825,006	43,70,504	15.29
	Bank			Non	Shares
				Promoter
				Group
4.	Jammu		and	Lenders-	Equity	48,599,999	31,78,548	15.29
	Kashmir Bank		Non	Shares
				Promoter
				Group
5.	Bank of India		Lenders-	Equity	43,649,999	28,54,807	15.29
				Non	Shares
				Promoter
				Group
6.	Punjab	and Sind	Lenders-	Equity	36,375,002	23,79,006	15.29
	Bank			Non	Shares
				Promoter
				Group
7.	Canara Bank		Lenders-	Equity	35,999,999	23,54,480	15.29
				Non	Shares
				Promoter
				Group
8.	Central	Bank	of	Lenders-	Equity	35,699,994	23,34,859	15.29
	India			Non	Shares

Promoter

Group

Total

67,94,99,985/-

4,44,40,810

Sr.

Name

of

the

Category

Type of

Amount

of

Number of

Issue

No.

Allottee/ Lenders

Securities

outstanding

Equity

Price (Rs.)

debt

converted

Shares

into

equity

Allotted

shares (in Rs.)

1.

Life

Insurance

Lenders-

Equity

3,27,75,002/-

21,43,558

15.29

Corporation of India

Non

Shares

Promoter

Group

2.

Asset

Care

&

Lenders-

Equity

3,77,25,002/-

24,67,299

15.29

Reconstruction

Non

Shares

Enterprises Limited

Promoter

Group

Total

Rs.

46,10,857

7,05,00,004/-

3. Brief details of the CDR proposal (if any);

The key terms of the Resolution Plan have been submitted as part of the announcement made by the Company to the stock exchanges on May 07, 2022. Please refer to our EGM Notice and explanatory Statement filed with the Stock Exchanges. The key terms and highlights of the Resolution Plan are as follows:

1. The outstanding loans availed by the Company from its Lenders shall be settled with: (a) INR 500,00,00,000/- (Indian Rupees five hundred crore only) as consideration payable by the securitization trust(s) of Aditya Birla ARC Limited, an asset reconstruction company ("ARC") for assignment of the outstanding debt of the Lenders ("Assigned Debt"); and (b) issuance of equity shares worth INR 75,00,00,000/- (Indian Rupees seventy-five crore only) at the prevailing market price (as determined basis the 'relevant date') to the Lenders (in proportion to the respective Lender's exposure) against an equivalent amount of the outstanding debt due to the Lenders;
2. The aforesaid settlement mechanism shall be as per the following structure and subject to requisite approvals from the board of directors and shareholders of the Company:

1. Malpani Parks Indore Private Limited (either by itself or through its nominee) will subscribe to equity shares of the Company for an aggregate value of INR 415,00,00,000/- (Indian Rupees four hundred and fifteen crore only) pursuant to a preferential allotment by the Company ("Preferential Allotment"), along with the transfer of management and control of

the Company in its favour. The proposed Preferential Allotment and the acquisition of control of the Company by Malpani Parks Indore Private Limited (either by itself or through its nominee) shall be as per Regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ("SEBI ICDR Regulations") read with regulation 10(2B) of the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") and that Malpani Parks Indore Private Limited or its nominee will be exempt from the obligation of making an open offer to the public shareholders of the Company in accordance with the applicable provisions of the SEBI Takeover Regulations.

1. The Company shall issue and allot equity shares worth INR 75,00,00,000/- (Indian Rupees seventy-five crore only) to the Lenders of the Company against an equivalent amount of the outstanding debt due to the Lenders.
2. Upon completion of step (b) above, the ARC shall acquire from the Lenders all of the balance outstanding debt for a consideration amount of INR 500,00,00,000/- (Indian Rupees five hundred crore only) and the Lenders of the Company shall, accordingly, transfer the underlying security interest (provided by the Company and the guarantees extended by the existing promoters of the Company) to the ARC.

Simultaneously with step (c) above, the existing promoters of the Company shall write-off their entire loan and related dues/liabilities in the Company.

3. As a part of settlement / restructuring of the Assigned Debts:

1. The Company will utilise the amount of INR 415,00,00,000/- (Indian Rupees four hundred and fifteen crore only) received from Malpani Parks Private Limited from preferential allotment towards part settlement of the Assigned Debt to the ARC;
2. The Company will sell and Shaan Agro and Realty India Private Limited ("SAARIPL") (itself or its nominee) will purchase assets/liabilities of the identified real estate assets of the Company on an as is where is basis for a net consideration of INR 50,00,00,000/- (Indian Rupees fifty crore only) to the Company, which shall be utilised by the Company towards part settlement of the Assigned Debts to ARC;
3. The Company shall issue 20-year 0.01% Non-Convertible redeemable preference shares (RPS) to the ARC i.e. Aditya Birla ARC Limited (hereinafter referred to as "ABAL" or "ABARC" or "ARC") for an amount of INR 480,00,00,000/- (Indian Rupees Four Hundred and Eighty crores only). The ARC shall, under a contractual arrangement with Malpani Parks Private Limited, transfer the redeemable preference shares (RPS) to Malpani Parks Private Limited (or its nominee) as per the agreement amongst the ARC and Malpani Parks Private Limited at the fair market value in future.

1. All remaining amounts of the Assigned Debt which is over and above the amounts set out under (a), (b) and (c) above shall, basis the mutual agreement amongst the ARC, the Company and Malpani Parks Private Limited be either restructured (through conversion into preference shares or other instruments) or written-off by the ARC on such terms and conditions as agreed between the ARC, the Company and Malpani Parks Private Limited.

4. Upon execution of any agreement in relation to the CDR proposal, disclose details such as date of execution, parties to the agreement and principal terms;

1. This has reference to the Special Resolution passed by the members of the Company in the Extra Ordinary General Meeting held on June 10, 2022 and our letter dated 11th May 2022 and subsequent announcements made thereafter on 13th May 2022 , 3rd June 2022 and 22nd June 2022, we hereby wish to inform that we have received an intimation from Union Bank of India that an Assignment Agreement has been executed between the consortium of 10 lenders(as mentioned in Point No.2) lead by Union Bank of India and Aditya Birla ARC Limited as part of the Resolution Plan undertaken by the Lenders of the Company. Please note that the Company is not a party/signatory to the said Assignment Agreement.

   The key terms of the Resolution Plan have been submitted as part of the announcement made by the Company to the stock exchanges on May 07, 2022. The details of the Investment Agreement entered into between the Company, Malpani Parks Private Limited, Mr. Manmohan Shetty and Thrrill Park Limited on May 12, 2022 have been submitted as part of the announcement made by the Company to the stock exchanges on May 13, 2022.

   The Company has executed the Debt Restructuring cum Settlement Agreement on June 23, 2022 with Aditya Birla ARC Limited, Malpani Parks Private Limited, Mr. Manmohan Shetty and Thrill Parks Limited ("Debt Restructuring Agreement"), under which it has been agreed inter-alia that:

2. The Company will utilise the amount of INR 415,00,00,000/- (Indian Rupees four hundred and fifteen crore only) received from Malpani Parks Private Limited from preferential allotment towards part settlement of the debts of the Lenders which have been assigned to Aditya ARC Private Limited;
3. The debt assigned by the Lenders to Aditya ARC Private Limited has been restructured to an amount of INR 50,00,00,000/- (Indian Rupees fifty crore only) which is repayable within a period of 12 (twelve) months and which is to be repaid together with interest at the rate of 18% (eighteen percent) IRR on a quarterly basis as per the terms and conditions of the Debt Restructuring Agreement and the security interest created in relation to the debt assigned by the Lenders to Aditya ARC Private Limited has been restructured as per the terms and conditions of the Debt Restructuring Agreement. As per the terms of the