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Brigade Enterprises Limited — M&A Activity 2025
Aug 7, 2025
62248_rns_2025-08-07_9a639763-c502-4a69-9f87-a64715978f1b.pdf
M&A Activity
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Ref: BEL/NSEBSE/SOA/07082025
7[th] August, 2025
Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (East), Mumbai – 400 051
Department of Corporate Services – Listing BSE Limited P. J. Towers Dalal Street, Mumbai – 400 001
Re.: Scrip Symbol: BRIGADE/ Scrip Code: 532929
Dear Sir/ Madam,
Sub: Intimation under Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) “ ” - Regulations, 2015 ( LODR Regulations ) Amalgamation of M/s. Tandem Allied Services Private - Limited, Step Down Subsidiary with M/s. WTC Trades & Projects Private Limited, Wholly Owned Subsidiary of Brigade Enterprises Limited (the Company):
We would like to inform you that Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench, vide its order dated 18[th] June, 2025 has sanctioned the Scheme of Amalgamation of M/s. Tandem Allied Services Private Limited (Tandem), a step-down Subsidiary of the Company with M/s. WTC Trades & Projects Private Limited (WTC), Wholly owned Subsidiary of the Company.
The certified copy of the Order was received from NCLT on 7[th] July, 2025 and order copy was efiled by both WTC and Tandem with Ministry of Corporate Affairs (MCA) on 21[st] July, 2025 respectively. The MCA has approved the eform filed by Tandem on 22[nd] July, 2025 and WTC today i.e. 7[th] August, 2025. The effective date of the Scheme of amalgamation is 21[st] July, 2025 (i.e. date of filing of NCLT order to MCA).
This intimation is pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The disclosures pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para A of Part A of schedule III and SEBI Circular SEBI/HO/CFD/CFDPoD1/P/CIR/2023/123 dated 13[th] July, 2023, relating to the aforesaid disclosure is enclosed as Annexure A.
Kindly take the same on records.
Thanking You, Yours faithfully,
For Brigade Enterprises Limited
Digitally signed by Om Prakash Om Prakash Palanimuthu Palanimuthu Date: 2025.08.07 19:10:02 +05'30' P. Om Prakash Company Secretary & Compliance Officer
Encl: As above
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Annexure A
Information as required under Regulation 30 – Para A of Part A Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI Circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated 13[th] July, 2023 are as follows:
| SI. No. | Particular | Disclosure | Disclosure | Disclosure | |
|---|---|---|---|---|---|
| 1. | Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.; |
Transferor Company M/s. Tandem Allied Services Private Limited, Step-Down Subsidiary of Brigade Enterprises Limited Transferee company M/s. WTC Trades & Projects Private Limited, Wholly Owned Subsidiary of Brigade Enterprises Limited Details as on 31stMarch,2025(Rs. In Lakhs) Tandem WTC Net worth 2,250 9,955 Turnover 2,776 17,007 Net Profit 739 3,063 |
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| Tandem | WTC | ||||
| Net worth | 2,250 | 9,955 | |||
| Turnover | 2,776 | 17,007 | |||
| Net Profit | 739 | 3,063 | |||
| 2. | Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”; |
Yes, the Scheme of Amalgamation is between M/s. Tandem Allied Services Private Limited step-down subsidiary of Brigade Enterprises Limited and M/s. WTC Trades & Projects Private Limited, wholly owned subsidiary of Brigade Enterprises Limited and the same is at arms’ length basis. |
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| 3. | Area of business of the entity(ies) | FacilityManagement | |||
| 4. | Rationale for amalgamation/ merger; | similarity of business model, synergy in operations, scale & size of the business, streamline and simplify the corporate structure, administrative efficiencies and reduction in inter-companytransactions. |
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| 5. | In case of cash consideration – amount or otherwise share exchange ratio; |
Share Exchange Ratio: Tandem: WTC - 2.92:1 i.e. 1 equity share (face value: INR 10.00 per equity share) of WTC for every 2.92 equity shares (face value: INR 10.00per equityshare)of Tandem. |
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| 6. | Brief details of change in shareholding pattern(if any)of listed entity |
Not Applicable |
Digitally signed by Om Prakash Om Prakash Palanimuthu Palanimuthu Date: 2025.08.07 19:10:22 +05'30'
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