PG Electroplast Limited announced that the Executive Committee of the Board of Directors in its meeting held on July 13, 2023 has approved the draft Joint Venture (JV) Agreement to be entered between PG Electroplast Limited (PGEL') and Jaina Group' for manufacturing of LED Televisions. A Joint Venture Agreement between: (a) PG Electroplast Limited (PGEL). (b) Jaina Group: Jaina Marketing & Associates (JMA); Jaina India Private Limited (Jaina India); and Goodworth Electronics Private Limited (Goodworth).

The Joint Venture (JV) Company will initially undertake the manufacturing of LED Televisions; The JV's purpose is to leverage both Parties' expertise and resources to create a strong and competitive business that can meet the growing demand for high-quality televisions. Shareholding, if any, in the entity with whom the agreement is executed;. PGEL will subscribe to the share capital of the JV Company at relevant point of time.

Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.; PGEL and JMA have identified Goodworth, which is a group company of Jaina Group, to be converted into a 50-50 Joint Venture between PGEL and JMA for the purpose of JV agreement. PGEL and JMA shall each nominate 3 directors to the Board, who shall be responsible for the management and direction of the JV Company. The equity shareholding of the JV Company will be 50%-50% between PGEL and JMA.

PGEL and JMA will contribute equal capital to the JV Company by purchasing shares at an equal price per share. Any subsequent capital contributions shall also be made on an equal basis unless otherwise agreed by both PGEL and JMA. The consent of at least one PGEL Director and one JMA Director with Board majority shall be mandatory, inter-alia, for changes in charter documents, changes in share capital, declaration of dividends, any scheme of arrangement, appointment of Directors, commencement of new line of business.

In the event that either JMA or PGEL ('Transferring Party') intends to sell its shares in the JV Company to a Third Party, the 'Non-Transferring Party shall have a `Tag Along' right to participate in the sale of shares.