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Sub: Updates Regarding Buy Back of Shares of Greaves Cotton Limited 

This is further to our letter dated May 2, 2019 (as attached), we hereby notify that the Buyback Committee (constituted by the Board of Directors during the Board Meeting dated May 2, 2019 and authorized inter alia to finalize the terms of the Buyback), at its meeting held on May 23, 2019, has resolved that the number of Equity Shares to be bought back shall be up to 1,30,00,000 (One Crore Thirty Lakh Only) Equity Shares (which is within the limit prescribed by the Board of Directors at the Board Meeting), representing 5.32% of the total number of Equity Shares in the paid-up share capital of the Company as at March 31, 2019, for an aggregate consideration amount not exceeding Rs. 227.50 crore (Rupees Two Hundred and Twenty Seven Crore Fifty Lakhs Only) (which is within the limit prescribed by the Board of Directors at the Board Meeting) ("Buyback Size") (excluding any expenses incurred or to be incurred for the Buyback like filing fee payable to SEBI, advisors' fees, public announcement publication expenses, printing and dispatch expenses, transaction costs viz. brokerage, applicable taxes such as securities transaction tax, GST, stamp duty, other incidental and related expenses, etc.), being 24.69% and 24.84% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements, respectively, of the Company for the financial year ended March 31, 2019 on a proportionate basis through a tender offer pursuant to the Companies Act, 2013 and the SEBI (Buy-back of Securities) Regulations, 2018 ("Buyback"), subject to necessary permissions, sanctions, approval ofthe members by means of a special resolution through a postal ballot and such other statutory approvals as may be required. 

Sub: Outcome of the Board Meeting held on 2"d May, 2019

Further to our intimation dated 261 h April 2019 and in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of Greaves Cotton Limited (the "Company") at its meeting held on 2nd May 2019, commenced at 9.00 am and concluded at 1.45 pm, has approved a proposal to buy back up to 1 ,37, 14,286 (One Crore Thirty Seven Lakhs Fourteen Thousand Two Hundred and Eighty Six only) Equity Shares of the Company being 5.6% of the total paid-up equity share capital (the "Buyback"), at a tender price of Rs. 175 (Rupees One Hundred and Seventy-Five only) per Equity Share (hereinafter referred to as the "Buyback Price") for an aggregate amount not exceeding Rs. 240 Crores (Rupees Two Forty Crores only) (hereinafter referred to as the "Buyback Size"). The Buyback is proposed to be made from the shareholders of the Company as on the record date, on a proportionate basis under the tender offer route in accordance with the provisions contained the SEBI (Buyback of Securities) Regulations, 2018 ("Buyback Regulations") and the Companies Act, 2013 and rules made thereunder. The Buyback Size does not include transaction costs viz. brokerage, applicable taxes such as securities transaction tax, GST, stamp duty, any expenses incurred or to be incurred for the Buyback viz. filing fees, advisory/ legal fees, public announcement publication expenses, printing and dispatch expenses, and other incidental and related expenses. The Buyback is subject to necessary permissions, sanctions, approval of the members by means of a special resolution through a postal ballot and such other statutory approvals as may be required. The process, timelines and other requisite details with regard to the postal ballot will be communicated in due course. The public announcement setting out the process, record date, timelines and other requisite details will also be released in due course in accordance with the Buyback Regulations. 

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