Speciality Restaurants : Demerger

CIN: L55101WB1999PLC090672 Email : [e-mail]

Morya Land Mark - 1, 4th Floor, B-25, Veera Industrial Estate, Off New Link Road, Andheri (W), Mumbai 400 053 Tel. No. [phone] Website-www.speciality.co.in

October 20, 2022
To,
General Manager,	Vice President,
Listing Department,	Listing Department,
BSE Limited,	National Stock Exchange of India Limited,
P.J. Tower, Dalal Street,	'Exchange Plaza', Bandra Kurla Complex,
Mumbai - 400 001.	Bandra (E), Mumbai - 400 051.
Scrip Code: 534425	Scrip Code: SPECIALITY
Dear Sir/ Madam,

Sub: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ref: Revision in Scheme of Arrangement amongst Speciality Restaurants Limited and Speciality Hotels India Private Limited and their respective shareholders and creditors.

We refer to our letter dated August 3, 2022, vide which we had intimated stock exchanges about approval of the Scheme of Arrangement between Speciality Restaurants Limited ("Demerged Company") and Speciality Hotels India Private Limited ("Resulting Company") and their respective shareholders and creditors, subject to requisite statutory approvals.

Further to our letter dated August 3, 2022 and pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform the Stock Exchanges that the Board of Directors of Speciality Restaurants Limited at its meeting held on October 20, 2022 has, inter alia, approved the revision in Scheme of Arrangement between Speciality Restaurants Limited ("SRL" or the "Company" or "Demerged Company") and Speciality Hotels India Private Limited ("SHIPL" or "Resulting Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules and/ or regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) (such scheme referred to as "the Scheme").

Registered Office: 'Uniworth House' 3A, Gurusaday Road, Kolkata - 700019.

CIN: L55101WB1999PLC090672 Email : [e-mail]

Morya Land Mark - 1, 4th Floor, B-25, Veera Industrial Estate, Off New Link Road, Andheri (W), Mumbai 400 053 Tel. No. [phone] Website-www.speciality.co.in

Speciality Hotels India Private Limited is a wholly owned subsidiary of Speciality Restaurants Limited.

In terms of the Listing Regulations read with the SEBI Circular No CIR/CFD/CMD/4/2015 dated September 9, 2015 on Continuous Disclosure Requirements, we are furnishing herewith the details of the Scheme as Annexure I.

The same is also uploaded on the Company's website www.speciality.co.in. This is for your information and records.

Thanking you.

Yours sincerely,

For Speciality Restaurants Limited

AVINASH MADHUKAR KINHIKAR

Digitally signed by AVINASH MADHUKAR KINHIKAR Date: 2022.10.20 23:04:17 +05'30'

Authorized Signatory

Name:	Avinash Kinhikar
Designation:	Company Secretary & Legal Head
Encl: As above.

Registered Office: 'Uniworth House' 3A, Gurusaday Road, Kolkata - 700019.

CIN: L55101WB1999PLC090672 Email : [e-mail]

Morya Land Mark - 1, 4th Floor, B-25, Veera Industrial Estate, Off New Link Road, Andheri (W), Mumbai 400 053 Tel. No. [phone] Website-www.speciality.co.in

Annexure I

As required under Regulation 30 of the Listing Regulations, as amended, read with SEBI circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 details are given below:-

Sr.	Particulars	Details
No.
1	Brief details of the division(s) to	SRL ("Demerged Company") has a leasehold
	be demerged.	land bearing plot No. F/101 admeasuring 0.960
		acre in industrial area at Chandaka within the
		village	limit	of	Chandrasekharpur,
		Bhubaneshwar Tahasil, Dist. Khurda, Orissa.
		Demerger of Leasehold Land allotted to the
		SRL for setting up separate business of 'food
		park' which is identified as Surplus/Non-Core
		Assets of Demerged Company into Resulting
		Company as a going concern.
		It is proposed to segregate the business of
		development of leasehold land into Speciality
		Hotels India Private Limited ("SHIPL" or
		"Resulting Company") to exploit growth
		potential of the land.
		This Scheme will result in providing flexibility
		to SRL to develop the leasehold land and
		thereby to unlock value.
2	Turnover of the demerged	Nil. Demerger of Leasehold Land allotted to
	division and as percentage to	SRL for setting up separate business of 'food
	the total turnover of the listed	park'.
	entity in the immediately
	preceding financial year / based
	on financials of the last financial
	year.

Registered Office: 'Uniworth House' 3A, Gurusaday Road, Kolkata - 700019.

CIN: L55101WB1999PLC090672 Email : [e-mail]

Morya Land Mark - 1, 4th Floor, B-25, Veera Industrial Estate, Off New Link Road, Andheri (W), Mumbai 400 053 Tel. No. [phone] Website-www.speciality.co.in

• Rationale for demerger.Rationale for the Scheme of Arrangement:

SRL has a leasehold land bearing plot No. F/101 admeasuring 0.960 acre in industrial area at Chandaka within the village limit of Chandrasekharpur, Bhubaneshwar Tahasil, Dist. Khurda, Orissa which is lying idle and unutilized since allotment and as per terms of the lease. SRL has to complete the construction and commence the development within the time prescribed therein. Due to macro economic factors and Covid-19, SRL could not commence the development.

The Board of Directors of SRL has agreed, based on the decisions, to hive-off of the Leasehold Land/Non-Core assets separately and exclude it from the process of strategic disinvestment. In order to achieve the above objectives, leasehold land/Non-core assets are being demerged into Resulting Company.

It is proposed to segregate the leasehold land into Resulting Company and develop the same to exploit growth potential of the land.

This Scheme will result in providing flexibility to SRL to develop the leasehold land and thereby to unlock value.

The proposed Corporate Restructuring mechanism by way of scheme under the provisions of the Act is beneficial, advantageous and not prejudicial to the interests of the Shareholders, creditors, general public at large and other stakeholders of the companies involved.

Registered Office: 'Uniworth House' 3A, Gurusaday Road, Kolkata - 700019.

CIN: L55101WB1999PLC090672 Email : [e-mail]

Morya Land Mark - 1, 4th Floor, B-25, Veera Industrial Estate, Off New Link Road, Andheri (W), Mumbai 400 053 Tel. No. [phone] Website-www.speciality.co.in

• Brief details of change in The Pre and Post Demerger shareholding

	shareholding pattern (if any) of all	pattern of the Demerged Company will remain
	entities.	same as given below:
		Particulars	Pre-Demerger	Post
			(% Holding)	Demerger
				(% Holding)
		Promoters'	52.53	52.53
		shareholding
		Public	47.47	47.47
		Shareholding
		Total	100.00	100.00
		Note: Computed based on shareholding as on
		September 30, 2022.
5	In case of cash consideration -	For every 1 Equity Shares of Face and paid up
	amount or otherwise share	value of ₹ 10 of Speciality Restaurants Limited,
	exchange ratio.	0.0028002336 shares of Speciality Hotels India
		Private Limited of ₹ 40.41 each is to be issued
		to the Speciality Restaurants Limited.
6	Whether listing would be sought	No
	for the resulting entity.
For Speciality Restaurants Limited

AVINASH MADHUKAR KINHIKAR

Digitally signed by

AVINASH MADHUKAR KINHIKAR

Date: 2022.10.20 23:04:54 +05'30'

Authorized Signatory

Name:	Avinash Kinhikar
Designation:	Company Secretary & Legal Head

Registered Office: 'Uniworth House' 3A, Gurusaday Road, Kolkata - 700019.