Atul Limited. — M&A Activity 2022

Mar 4, 2022

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a)name of the target entity, detailsinbriefsuch assize,turnover etc.	Osia Infrastructure Ltd(OIL)Authorised capital: 51,00,000 equity sharesof10aggregating to5,10,00,000Paid up capital: 38,50,000 equity sharesof10aggregating to3,85,00,000Turnover for the year endedMarch 31, 2021:~3,10,225Net loss for the year ended March 31, 2021:~9.77,962
b)whether the acquisition would fall withinrelated party transaction(s) andwhether the promoterIpromoter groupIgroup companies haveanyinterestintheentity being acquired?If yes, nature of interest and detailsthereof and whether the sameisdoneat"arm's length";	Yes.The share transfer transactions are amongstthe subsidiary companies and associate companiesof the Company and hence itisa related partytransaction.PromoterIpromoter groupIpromoter groupcompanieshavenointerestintheabovetransaction.

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c)industry towhichtheentitybeingacquired belonqs	Infrastructure and ancillary activities.
d)objectsandeffectsofacquisition(including but not limited to, disclosure ofreasons for acquisition of target entity, ifits businessisoutside the main line ofbusiness of the listed entity)	OILwasan associate company of the Company.Tostreamline group structure, equity shares held byother group companiesinOILwere transferred towholly-ownedsubsidiarycompaniesoftheCompany.
e)brief details of any governmental orregulatory approvals required for theacquisition	Not applicable
f)indicative time period for completion ofthe acquisition	Acquisitioniscompleted on March 03, 2022.
g)nature of consideration - whether cashconsideration or shareswapand detailsofthe same	Cash consideration.
h)cost of acquisition or the priceatwhichthe shares are acquired	Cost of acquisitionis2,67,88,320asper thevaluation report from the registered Valuer and theprice paidis9.54 per equity share of face value of~10.
i)percentageofshareholdingIcontrolacquired andIor number of sharesacquired	Earlier AFL and ABSL were holding 27.06% inOILand remaining equity shares were with other groupcompanies. After this acquisition the Companyholds 100% equity shares ofOILthrough its abovereferredwholly-owned subsidiary companies.
j)briefbackgroundabouttheentityacquiredinterms of productsIline ofbusiness acquired, date of incorporation,historyoflast 3 years turnover, country inwhich the acquired entity has presenceand any other significant information(inbrief)	ProductIline of business of target Company:OILisengagedinprocessing and production ofReady Mix Concrete used for construction activities.Date of incorporation: April 09, 2011Last three years' turnover:2018-19:~nil2019-20:~nil2020-21:~3,10,225Country of presence: IndiaOther detail,ifany: -