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Bharat Forge Ltd Capital/Financing Update 2021

Nov 23, 2021

61415_rns_2021-11-23_e1d7c268-20d8-4951-8460-e94d11677ef1.pdf

Capital/Financing Update

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November 23, 2021

BHARAT FORGE

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.: Updates on acquisition of Tork Motors Private Limited by Kalyani Powertrain Limited, wholly-owned subsidiary of the Company.

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

This is in continuation of our intimation dated March 16, 2021 and September 04, 2021, with regards to housing of all the Electric Vehicle ("EV") business initiatives of the Company under Kalyani Powertrain Limited ("KPL"), a wholly-owned subsidiary of the Company.

As per our intimation dated September 04, 2021, the Company's stake of 48.86% in Tork Motors Private Limited ("Tork") was transferred to KPL.

Further, KPL also exercised the option to convert its holding of Zero Coupon Optionally Convertible Debentures ("ZOCD") of Tork into equity shares by serving a Conversion Notice, pursuant to the terms of the said ZOCD. Post allotment of equity shares by Tork to KPL on November 22, 2021 owing to the said conversion, the stake of KPL in Tork has increased to 60.66%. Consequently, Tork has become a subsidiary of KPL and step-down subsidiary of the Company.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD4/2015 dated September 09, 2015 is given as under:

a) Name of the target entity, Tork Motors Private Limited, Pune, India details in brief such as size, {"Tork") turnover etc.

Authorized Capital: Rs. 14,00,000/- divided into 40,000 equity shares of Rs. 10/- each and 10,000 0.1 % Cumulative Compulsorily Convertible Preference shares of Rs. 100/­ each.

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KALYANI

BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: T 91 20 6704 2476 6704 2777 (Secret l) Fax 02026822163 CIN L25209PN I 96 I PLC0 12046 Email: ,t'Cref.l!.riali!!.bhara1for�t£t1m WEBSITE: www.bham1forge.com

BHARAT FORGE

  • ----- Issued, Subscribed and Paid-up Capital: Rs. 12,90, 780/- divided into 29,078 equity shares of Rs. 10/- each and 10,000 0.1 % Cumulative Compulsorily Convertible I Preference shares of Rs. 100/- each. Turnover for FY 2020-21: Rs. 4,30,90,462 \ I b) Whether the acquisition would Tork being an associate company of KPL, the I fall within related party said acquisition, by way of conversion of transaction(s) and whether the ZOCD into equity shares, is a Related Party promoter/ promoter group/ Transaction. group companies have any interest in the entity being The transaction was done on an arm's length acquired? basis. If yes, nature of interest and details thereof and whether the The promoter and promoter group have no same is done at "arm's length"; interest in the acquisition. ~~I~~ I C) Industry to which the entity Tork is an electric drive train Company mainly being acquired belongs; focused on electric two wheelers and/or premium electric motorcycles and has its presence in the automobile industry. d) Objects and effects of The acquisition was made in pursuance of acquisition (including but not the Company's decision to house all its limited to, disclosure of reasons Electric Vehicle (EV) business initiatives for acquisition of target entity, if under KPL and to strengthen it further. its business is outside the main line of business of the listed I entity); After the said conversion, Tork has become a subsidiary of KPL and step-down subsidiary of the Company. e) Brief details of any NA governmental or regulatory approvals required for the acquisition; f) Indicative time period for November 22, 2021 completion of the acquisition; - g) Nature of consideration Conversion of ZOCD into equity shares. whether cash consideration or share swap and details of the same;

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KALYAN I
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BHARAT FORGE LIMITED. MUNDHWA. PUNE 411 036. MAHARASHTRA. INDIA. PHONE: + lJ I 20 6704 2476 6704 2777 (S.:: ctanali Fax 020 26X2 2163 CIN l25209PN 1961 PLC0 12046 Email: scnct,11ial(!!_bha1�11forg,c.com WEBSITE: www.bham1forgc.cum

BHARAT FORGE

Cost of acquisition or the price Conversion of 4,00,000 (Four Lakhs) Zero at which the shares are I Coupon Optionally Convertible Debentures acquired: ("ZOCD") of face value of Rs. 1,000 (Rupees One thousand only) each amounting to Rs. 40,00,00,000 (Rupees Forty crores only). i) Percentage of shareholding / Acquisition of 12,630 (Twelve thousand six control acquired and I or hundred and thirty) equity shares at Rs. number of shares acquired; 31,699.50 per share in Tork owing to conversion of ZOCD. Post conversion, the total percentage of shareholding of KPL in Tork is 60.66%. j[) ] Brief background about the Tork Motors Private Limited ("Tork") is an / entity acquired in terms of Indian Company incorporated on March 22, of business 2010 with its registered office at Pune, India. I acquired, date of incorporation,[products/line ] history of last 3 years turnover, Tork is in the business of buying, selling and country in which the acquired manufacture of motor vehicles/cycle, along entity has presence and any with the spares, axles and other components other significant information (in in India and overseas. brief); The Turnover details for the previous three years is as follows: FY 2020-21: Rs. 4,30,90,462 FY 2019-20: Nil FY 2018-19: Nil

Kindly take the same on record.

Thanking you,

Yours faithfully, For Bharat Forge Limited /. / _ Tej swini Chaudhari Company Secretary & Compliance Officer

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KALYAN I

BHARAT FORGE LIMITED. MU DHWA. PU E- 1 036, MAHARASHTRA. I DIA. PHONE: + 91 20 670-1 2476 6704 2777 tSc"t:rctarial) Fax U2U 2682 2163 Cl L:!52U'IPN I% I PLC0 120-lo Email. -."t:rctJn<1l, bhar.itforgc c11111 WEBSITE. www hha,�tforg� com