0000002026-07-240000002026-07-24in-capmkt:ArrangementsForStrategicOrTechnicalOrManufacturingOrMarketingTieUpMemberICEMAKEICE MAKE REFRIGERATION LIMITED000000NOTLISTEDINE520Y01019Arrangement/Adoption of new line/Closure of operations (Sub-para 2-Para B)Arrangements for strategic, technical, manufacturing, or marketing tie upNewtrue2026-07-2411:00:0012:10:002026-07-24Joint Venture (JV)The parties to the JV Agreement are Ice Make Refrigeration Limited (“Company”), and Galilei Holdings Co. Ltd. (formerly known as Galilei Co. Ltd.) (“Galilei”).The Company proposes to execute the JV Agreement for the purpose of incorporation of the JV Company under the name of “Ice Make Horeca Private Limited” (or any other name, as may be approved by ROC), which shall be engaged in, inter alia, (i) for the Interim Period (as defined in the JV Agreement), manufacturing, assembling, producing and integrating components for, and supplying and selling the commercial upright and table-type refrigerators and the business of import and sale of specified products; and (ii) after the Interim Period, the manufacture, assembly, distribution, marketing, sale, supply of, or otherwise dealing in the following: (a) commercial upright type refrigerators; (b) commercial table type refrigerators; (c) any derivative, successor, modification, upgrade or enhancement of the products referred to in sub-clauses (a) and (b) above, which are developed, manufactured, assembled, commercialized or otherwise commercially exploited, whether directly or indirectly, by or for the JV Company at any time during the term of the JV Agreement; (d) ice makers that are proposed, intended, evaluated, planned, or contemplated to be developed, manufactured, assembled, commercialized or supplied by the JV Company at any time during the term of the JV Agreement; (e) modular blast chillers that are designed or configured for mass production on factory production lines, and that incorporate microcomputer-based control systems with programmable operational functions, which are developed, manufactured, assembled, commercialized, or otherwise commercially exploited, whether directly or indirectly, by the JV Company at any time during the term of the JV Agreement on the terms and conditions set out therein; and (f) after-sales, maintenance, servicing, repair and support services, in each case forming part of, relating to, or ancillary or incidental to the foregoing products forming part of the Restricted Business (as defined in the JV Agreement).DomesticThe JV Company shall initially be incorporated as a wholly owned subsidiary of the Company and subsequent to incorporation, the JV Company shall undertake a fund raise in accordance with the terms of the JV Agreement, pursuant to which the Company shall hold 40% of the shareholding of the JV Company. The remaining 60% will be held by Galilei.Please refer to point 2 above.As the JV Company is yet to be incorporated, no consideration has been exchanged between the parties. As per the JV Agreement, post the incorporation of the JV Company by Company and on the date of closing under the JV Agreement, Galilei’s investment in the JV Company would be INR 529,200,000 (Indian Rupees Five Hundred Twenty Nine Million Two Hundred Thousand only) and the Company’s investment in the JV Company would be INR 352,700,000 (Indian Rupees Three Hundred Fifty Two Million Seven Hundred Thousand Only).Significant terms of JV Agreement are as follows: (i) Galilei shall have the right to nominate 3 directors and the Company shall have the right to nominate 2 directors on the board of JV Company for as long as the Company holds at least 20% of the capital of the JV Company. If the Company’s shareholding in the JV Company falls below 20% but remains above 10%, the Company shall have the right to nominate 1 director on the board of JV Company. (ii) Subject to the specific conditions set out in the JV Agreement, the JV Company shall not undertake any actions in respect of certain identified reserved matters without the prior consent of the Company. (iii) Galilei and the Company are subject to certain transfer restrictions, including a 5 year lock-in period. (iv) Galilei shall have the right to nominate the managing director and head of product development of the JV Company. (v) Subject to the Company holding 10% share capital of the JV Company, it shall have the right to nominate the chief operating officer and the right (but not the obligation) to nominate the head of sales of the JV Company, subject to the terms of the JV Agreement. (vi) Standard non-compete and non-solicitation restrictions are imposed on the parties. (vii) The JV Agreement records the commercial understanding of the Parties that the transactions contemplated under the JV Agreement and SSA are interdependent and constitute a single integrated transaction. Accordingly, the closing under the JV Agreement and SSA shall occur simultaneously, and neither shall be deemed to have occurred unless the other has occurred. truetrueThe formation of the JV Company shall be considered as a ‘related party transaction’ and shall be undertaken on an arm’s-length basis and in the ordinary course. The subsequent investment by the Company in the JV Company shall be considered as a ‘related party transaction’ and shall be undertaken on an arm’s-length basis and in the ordinary course. The JV Company shall procure the relevant valuation reports as required under the applicable laws. trueThe total investment by the Company and Galilei in the JV Company on the closing date under the JV Agreement shall be INR 881,900,000 (Indian Rupees Eight Hundred Eighty-One Million Nine Hundred Thousand only).As part of its growth strategy, the Company proposes to enter into a joint venture with Galilei for the incorporation of the JV Company, aimed at accelerating business expansion and unlocking new opportunities in the areas set out in the JV Agreement.