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Bharat Forge Ltd Capital/Financing Update 2022

Mar 8, 2022

61415_rns_2022-03-08_4376688e-ae37-4e50-b3f0-ee9fe96cbd11.pdf

Capital/Financing Update

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B H A R A T F O R GE

March 08, 2022

To,

BSE Limited,

1st Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 BSE SCRIP CODE - 500493

National Stock Exchange of India Limited

'Exchange Plaza', Bandra-Kurla Complex, Sandra (East) Mumbai- 400 051 Symbol: BHARATFORG Series: EQ

Dear Sir,

Sub.: Intimation regarding incorporation of a step-down subsidiary

Ref.: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We wish to inform you that Kalyani Strategic Systems Limited ("KSSL"), a wholly owned subsidiary of Bharat Forge Limited ("the Company") has incorporated a Company "Sagar-Manas Technologies Limited" ("SMTL") (CIN: U291 00PN2022PLC209117) on March 07, 2022 as a wholly owned subsidiary.

SMTL has been incorporated pursuant to a Joint Venture Agreement ("Agreement") executed between KSSL and Open Joint Stock Company Dastan Transnational Corporation Ltd.("Dastan") with an aim to participate in joint upgradation and manufacturing/ providing solutions for marine and defence products which will be undertaken through SMTL as a special purpose vehicle. Dastan, a Kyrgyzstan entity, is a leading multipurpose enterprise engaged in the development, manufacturing, sale of defence equipment, electronic devices, medical centrifuges, etc.

Upon completion of conditions �recedent as envisaged in the Agreement, Dastan will acquire 49% of stake in SMTL. Consequently, KSSL will hold 51 % and Dastan will hold 49% equity in SMTL.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD4/2015 dated 9[th] September, 2015 is given as under:

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KALYAN I

BHARAT FORGE LIMITED, MUNDHWA, PUNE411036, MAHARASHTRA, INDIA. PHONE:+ 91 20 6704 2476 6704 2777 (Secreta1ial) Fax 020 2682 2163 CIN L25209PN 1961 PLC0l2046 Fm�il· •fwt�li�I "bh;1rfttfr11,. rn,1 WER'ilTE; w111w.bh�ntforg�.r.om

BHARAT FORGE

a) Name of the target entity, Name:Sagar-Manas Technologies Limited
details in brief such as size, ("SMTL")
turnover etc.
Authorized Capital:Rs. 7,500 (750 equity
shares of Rs. 10/- each)
Issued, Subscribed & Paid-up Capital:Rs.
7,500 (750 equity shares of Rs. 10/- each)
Turnover:
Nil, since SMTL is a newly
incorporated company.
b) Whether the acquisition would KSSL,
wholly
owned
subsidiary
has
fall
within
related
party
incorporated
SMTL
as
wholly
owned
transaction(s) and whether the subsidiary.
promoter/
promoter
group/
group companies have any The initial subscription by KSSL does not fall
interest in the entity being within
the
purview
of
related
party
acquired? transaction.
If yes, nature of interest and
details thereof and whether the The
promoter/promoter
group
of
the
same is done at "arm's length"; Company have no interest in SMTL.
c) Industry to which the entity Manufacturing and providing solutions for
being acquired belongs; marine and defence products/ equipment
d) Objects
and
efects
of
SMTL is incorporated for setting up a special
acquisition (including but not purpose vehicle company for participating in
limited to, disclosure of reasons joint
upgradation/
development
and
for acquisition of target entity, if manufacturing of defence products and
its business is outside the main equipment by virtue of collaboration with
line of business of the listed Dastan.
entity);
SMTL will use advanced technology to
undertake its objectives.
This will result in growth opportunities and
business expansion in line with the strategic
goals of KSSL.
e) Brief
details
of
any
Not Applicable
governmental
or
regulatory
approvals
required
for
the
acquisition;
f) Indicative
time
period
for
Not Applicable.
completion of the acquisition;
However, after completion of condition
precedents as envisaged in the Agreement,
�'
KALYANI

E
r
I

BHARAT FORGE LIMITED, MUNDHWA, PUNE41 I 036, MAHARASHTRA, INDIA.
C411 036.o
PHONE:+ 91206704 2 476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN l25209PN1961 PLC0l2046,

Email.ectellltbhl1,t,haiutllrnl.Clll!I
WEBSITE: www.bhar.1furg�.co1n

BHARAT FORGE

Dastan will acquire 49% of paid up equity
capital of SMTL.
g) Nature
of
consideration

-
Cash
whether cash consideration or
share swap and details of the
same;
h) Cost of acquisition or the price Rs. 7,500/- (Rupees Seven Thousand Five
at
which
the
shares
are Hundred Only) (750 equity shares of Rs. 10/-
acquired; each subscribed by KSSL)
i) Percentage of shareholding / 100% of shareholding by KSSL (99.94% by
control
acquired
and
/
or KSSL+
0.06%
through
nominees).
number of shares acquired; Consequently, SMTL becomes a step down
subsidiary of the Company.
j) Brief background about the Brief background:
entity acquired in terms of
products/line
of
business
KSSL has promoted and incorporated SMTL
acquired, date of incorporation, to
undertake
design,
development,
history of last 3 years turnover, manufacturing,
assembly,
testing,
country in which the acquired
entity has presence and any
integration,
trading,
marketing,
sales,
providing services, spares support, afer
other significant information (in sales support,R&Dfor various marine and
brief); defence products and solutions.
Date of incorporation:
March 07, 2022
Turnover for past 3 years:
Nil, since SMTL is a newly incorporated
company.

Kindly take the same on record.

Thanking you,

Yours faithfully, For Bharat Forge Limite /i Tejasw audhari Company Secretary & Compliance Officer

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KALYAN I

BHARAT FORGE LIMITED, MUNDHWA, PUNE41 I 036, MAHARASHTRA, INDIA. PHONE:+ 91 20 6704 2476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN L25209PN196JPLC0J2046 Eimoil; u,mvlilriul r11bhu1 forQ,OOm Wlil lTli1 w1•,[1] 11[1] ,bh11mtfm,go.oom