Background of the Acquirer Company

Reliance Infrastructure Limited (RInfra) is a constituent of the Reliance Group, one of the
leading business houses in India. RInfra, incorporated in 1929, is amongst the largest and
fastest growing companies in the infrastructure sector with turnover of Rs 18,852 crore and
market capitalization of over Rs 11,300 crore as on March 31, 2015.

RInfra is also the leading utility company having presence across the entire value chain of
power businesses i.e. generation, transmission, distribution and trading of power.

RInfra along with its wholly owned subsidiary company owns and operates five power
stations with aggregate generating capacity of 941 MW and distributes more than 25 billion
units of electricity to over 6.4 million consumers in India's two premier cities, Mumbai and
Delhi. RInfra subsidiary companies have commissioned three transmission projects by
installing eight national grid lines, being the first set of lines commissioned in India by the
private sector.

RInfra also provides Engineering, Procurement and Construction (EPC) services for
developing power and road projects. RInfra through its special purpose vehicles has executed
a portfolio of infrastructure projects including a metro rail project in Mumbai; eleven road
projects with total length of 1,000 kms and cement plants with aggregate capacity of 5.8
million tonnes in Madhya Pradesh and Maharashtra.
Background of the Acquired Company
Reliance Cement Company Private Limited (RCCPL) is a wholly owned subsidiary of
Reliance Infrastructure Ltd and an affiliate of Reliance Infrastructure Limited. Starting its
journey in 2007, the RCCPL aims to be a leader in the domain of cement manufacturing and
be a part of the Indian Infrastructure development story. It aspires to be a NextGen cement
company and be one of the top five players in India.

The Group's foray into cement business is a natural extension of its interests in power and
infrastructure businesses that gives a competitive advantage in the cement sector.

The Reliance Cement presently has plants with total installed capacity of 5.8 Million Tonne
Per Annum (MTPA). Of these 2.8 MTPA is at Maihar in Madhya Pradesh, 2.2 MTPA at
Kundanganj in Uttar Pradesh and 0.5 MTPA at Butibori in Maharashtra. Besides, Reliance
Cement has marketing arrangement at Durgapur in West Bengal with annual capacity of 0.3
Million Tonne.

The company envisages increasing its cement production capacity from existing 5.8 MTPA to
15 MTPA in next three years. It plans to build new cement plants in Maharashtra and Madhya
Pradesh.

The company is also developing a 5 MTPA Greenfield project at Wani in Maharashtra.

Currently Reliance Cement is available in Madhya Pradesh, Uttar Pradesh, West Bengal,
Jharkhand and select cities of Maharashtra.

In line with its vision to set up plants across India, the Company has applied for/ received
various mining leases/ prospecting licenses in the states of Madhya Pradesh, Karnataka,
Uttarakhand, Maharashtra, Andhra Pradesh, Himachal Pradesh and Rajasthan
Relatedness of the Parties (Technology, Market, etc.)

Reliance is amongst the largest infrastructure companies, developing projects through various
Special Purpose Vehicles (SPVs) in several high growth sectors within the infrastructure
space i.e. Roads and Metro Rail.

Reliance is also the leading utility company having presence across the value chain of power
businesses i.e. Generation, Transmission, Distribution and Power Trading.

Reliance through its SPVs has executed a portfolio of infrastructure projects such as a metro
rail project in Mumbai on build, own, operate and transfer (BOOT) basis; eleven road
projects with total length of 1,000 kms on build. Reliance along with its wholly owned
subsidiary company generates over 940 MW of power through its five power stations and
distributes power to over 64 lakh consumers in Mumbai and Delhi. Reliance subsidiary
companies have commissioned three transmission projects by installing ten national grid
lines, being the first set of lines commissioned in India by the private sector.

Reliance also provides Engineering, Procurement and Construction (EPC) services for
developing power and road projects.

Reliance has made rapid progress in infrastructure space and is now amongst the largest
infrastructure company in India on an ownership basis. It focuses on developing urban
infrastructure projects such as roads and metro rail.
Prior Relationships of the Parties

The prior relationship that Reliance Infrastructure Limited and Reliance Cement Company
Private Limited had between them was that of a Holding company and a subsidiary although
Reliance Infrastructure Limited was not the 100% stake holder in Reliance Cement Company
Private Limited. It became a wholly owned subsidiary of that Reliance Infrastructure Limited
in the year 2010 when the shares were purchased by the parent company.

A parent company is a company that owns enough voting stock in another firm to control
management and operation by doing and influencing or electing its board of directors. The
second company is deemed a subsidiary of the parent company.

A subsidiary is a company with voting stock that is more than 50% controlled by
another company, usually referred to as the parent company or the holding company.
A subsidiary is partly or completely owned by the parent company, which holds a controlling
interest in the subsidiary company.

In our case, Reliance Infrastructure Limited being the parent company and Reliance Cement
Company Private Limited was the subsidiary.
Rationale for the Merger