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Bharat Forge Ltd — Capital/Financing Update 2021
Mar 16, 2021
61415_rns_2021-03-16_6eef9579-1762-4c39-bb22-1f2a5cbdb130.pdf
Capital/Financing Update
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To,
1st Floor, New Trading Ring, 'Exchange Plaza', Dalal Street, Fort, Mumbai- 400 051 Mumbai - 400 001 Symbol: BHARATFORG BSE SCRIP CODE – 500493 Series: EQ
BSE Limited, National Stock Exchange of India Limited Rotunda Building, P.J. Towers, Bandra-Kurla Complex, Bandra (East)
Dear Sir,
Sub.: Acquisition of 100% stake of Kalyani Powertrain Private Limited
Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
We wish to inform you that the Company intends to undertake Electric Vehicle (EV) business initiatives including further opportunities (organic as well as inorganic) through a Special Purpose Vehicle (SPV) which would be a wholly owned subsidiary of the Company. As an initial step, to form a wholly owned subsidiary, the Company decided to acquire a newly formed Company within Kalyani Group named Kalyani Powertrain Private Limited (KPPL). In this regard, on March 16, 2021, the 'Investment Committee – Strategic Business' of the Company has approved to acquire 100% stake in KPPL which shall act as the SPV to carry on the EV business.
The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD4/2015 dated 9th September, 2015 is given as under:
| a) | Nameofthetargetentity,details in brief such as size, | Kalyani PowertrainPrivate Limited ("KPPL") |
|---|---|---|
| turnover etc. | Authorized Capital:Rs. 10,000 divided into1,000 equity shares of Rs. 10 each | |
| Issued, Subscribed & Paid-up Capital:Rs. 10,000 divided into 1,000 equity sharesof Rs. 10 each | ||
| Turnover: Nil. KPPL hasnot commenced itsbusiness yet. | ||
| b) | Whether the acquisition wouldfallwithinrelatedpartytransaction(s) and whether thepromoter/promotergroup/ | The transaction of purchase of shares isRelated Party Transaction. |

| groupcompanieshaveanyinterestintheentitybeingacquired?If yes, nature of interest anddetails thereof and whether thesame is done at "arm's length"; | The Promoter/Promoter Group hold directlyor indirectly 100%of the paid share capital ofKPPL.Since there are no assets and liabilities intheCompany, the said shareholding shall beacquired at a face value of Rs. 10/-which isat par, aggregating to Rs. 10,000and hencesuch transaction is at arms-length basis. | |
|---|---|---|
| c) | Industrytowhichtheentitybeing acquired belongs; | Currently, KPPL has been formed with anobject of development of electric powertraintransmission systems for automotive sector.Further, the main object of KPPL shall bechangedfromitscurrentobjective(i.e.DevelopmentofElectricPowertrainTransmission Systems for automotive sector)to include the following:Toengageinandconductthebusiness of scientific, technical andother research and development inany field, particularly in the field ofElectricMobilityincludingElectricPowertrainTransmissionsSystemsand other strategic areas and othertechnologies;To manufacture, design, implement,testandexperimentallkindsofequipment to originate, develop andimprove any discoveries, inventions,technology, processes and formulate,turntoaccount,particularlytointegrate, manufacture, purchase orotherwise acquire, own, hold, etc. |
| d) | Objectsandeffectsofacquisition (including but notlimited to, disclosure of reasonsfor acquisition of target entity, ifits business is outside the mainline of business of the listedentity); | The Company intends to consolidate its EVinitiatives under one single wholly ownedsubsidiary. |
| e) | Briefdetailsofanygovernmentalorregulatory | Not Applicable |

| approvalsrequiredfortheacquisition; | ||
|---|---|---|
| f) | Indicativetimeperiodforcompletion of the acquisition; | The acquisition has been completed onMarch 16, 2021. |
| g) | Natureofconsideration-whether cash consideration orshare swap and details of thesame; | Cash |
| h) | Cost of acquisition or the priceatwhichthesharesareacquired; | 1,000 equity shares of face value of Rs.10/-each has beenacquired at a consideration ofRs.10,000/-(Rupees ten thousand only). |
| i) | Percentage of shareholding /controlacquiredand/ornumber of shares acquired; | 100%. |
| j) | Briefbackgroundabouttheentityacquiredintermsofproducts/lineofbusinessacquired, date of incorporation,history of last 3 years turnover, | KalyaniPowertrain Private Limited is anIndian private limited company incorporatedon September 26, 2020, with its registeredoffice in Pune, India. |
| country in which the acquiredentity has presence and anyother significant information (inbrief); | It has been incorporated to engage in thebusiness of development, manufacturing andassemblyofElectricPowertrainTransmission Systems for automotive sector. | |
| KPPL is newly incorporated company and ithas not commenced its business yet. |
Kindly take the same on record.
Thanking you,
Yours faithfully, For Bharat Forge Limited
CHAUDHARI Tejaswini RAMKRISHNA
Digitally signed by CHAUDHARI Tejaswini RAMKRISHNA DN: c=IN, o=Personal, title=7548, pseudonym=58edb1c2ceccce40da63b8e090df286a8d9f1f48 2.5.4.20=e36ca4d3be0bc95d87ad6ce62b390c67f97e213b27 48b12d19b9368643216550, postalCode=411021, st=MAHARASHTRA, serialNumber=7074c4e1d54fe0641496f867f42eda3439aa92 4604315f8aa638c1158613541f, cn=CHAUDHARI Tejaswini RAMKRISHNA Date: 2021.03.16 16:43:38 +05'30'
Tejaswini Chaudhari Company Secretary & Compliance Officer
