DELTA MANUFACTURING LIMITED — M&A Activity 2018

Sep 19, 2018

�DMG DELTA MAET§ liRDUP

!J DELTA MAGNET§ LTD

B-87, MIDC Ambad, Nashik • 422 010, INDIA

Tel: +91 253 2382238/671 Fax: +91 253 2382926 Email: sales@deltamaanets.com I secretarial@deltamaanets.com I www.deltamaanets.com I GIN· L32109MH1982PLC028280

19th September, 2018

To, Dept. of Corporate Services (CRD) Listing Department BSE Limited The National Stock Exchange Limited of India Limited Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra East, Dalal Street, Mumbai - 400 051 Mumbai - 400 001 Scrip Code: 504286 Symbol: DELTAMAGNT Dear Sir I Madam,

Sub: Outcome of proceeding of the Board Meeting held on 191h September, 2018

Re: Scheme of Amalgamation of Arrow Textiles Limited ('ATL' or 'First Transferor Company') and MMG India Private Limited ('MMG' or 'Second Transferor Company') with Delta Magnets Limited ('DML' or 'Transferee Company') and their respective Shareholders ('the Scheme')- Intimation under Regulation 30 and other applicable regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

We would like to inform that the meeting of Board of Directors of Delta Magnets Limited ('DML' I 'Company') was held today, 19th September, 2018, and the Board inter alia, considered and approved amalgamation of ATL and MMG with itself by way of a merger.

The proposed consolidation would be carried out vide a Scheme of Amalgamation of Arrow Textiles Limited ('A TL' or 'First Transferor Company') and MMG India Private Limited ('MMG' or 'Second Transferor Company') with Delta Magnets Limited ('DML' or 'Transferee Company' or 'Company') and their respective Shareholders ('the Scheme') under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.

In consideration for merger of ATL and MMG with DML in terms of the Scheme and based on Share Swap Ratio Report issued by M/s Bharat Kotak & Co., Independent Chartered Accountants and fairness opinion provided by Dalmia Securities Private Limited, a Category I Merchant Banker, DML will issue 23 (Twenty Three) fully paid up equity shares of Rs. 10/- each to the equity shareholders of ATL as on the Record Date (as may be determined in terms of the Scheme) for every 100 (Hundred) equity shares of Rs. 10/-, fully paid up each of A TL. Please note that fractional shares arising out of the above entitlement would be consolidated and dealt with as provided in the Scheme and proceeds would be distributed to all such shareholders who were originally entitled to such

!I,, G INDIA PVT LTD

B-87, MIDC, Ambad, Nashik · 422 010, INDIA Tei:+91 253 2382238/671 Fax: +91 253 2382926 Email: sales@mmg-india.com I www.mmg-india.com

!:JMAGDEV LTD

Unit 23 Ash Industrial Estate, Kembrey Park, Swindon, Wiltshire SN2 BUN, United Kingdom Tel: +44 1793 425600 1 Fax: +441793 524357 Email: sales@magdev.co.uk 1 www.magdev.co.uk

Corporate Address:·

Bayside Mall, 2nd Floor, Tardeo Roa ... Haji Ali, Mumbai- 400 034, INDIA Tel: +91 22 4079 4700 1 Fax: +91 22 4079 4777 Email: secretarial@deltamagnets.com 1 www.deltamagnets.com

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�DMG DELTA /KA i ET§ EiROUP

2 DELTA MAGNET§ LTD

B-87, MIDC Am bad, Nashik- 422 010, INDIA Tel: +91 253 2382238/671 Fax: +91 253 2382926 Email: sales@deltamaanets.com I secretarial@deltamaanets.com I www.deltamaanets.com I CIN- L32109MH1982PLC028280

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shares. Also, the entire issued, subscribed and paid up share capital of MMG is held by DML along with its nominees. Upon the Scheme becoming effective, the entire equity share capital of MMG shall stand automatically cancelled and there will not be any issue and allotment of equity shares in DML.

The equity shares of DML to be issued to the shareholders of A TL pursuant to the Scheme shall be listed on the stock exchanges viz, BSE and NSE (subject to listing permission being granted by the stock exchanges). The Scheme would be subject to approval of the National Company Law Tribunal, Stock Exchanges, SEBI and various statutory approvals, including those from the shareholders and the lenders I creditors of the companies involved in the Scheme.

The Board also authorises the Investment, Borrowing and General Purpose Committee of Directors to take necessary actions for completing the requirement in this regard and to do all acts and deeds as may be necessary.

The information pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 91h September, 2015 is also enclosed herewith.

The Board meeting commenced at 6.30 p.m. and concluded at 9.45 p.m.

The above is for your information and record, please.

Thanking you,

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Anannya Godbole Company Secretary ACS No.: 23112

Encl: as above.

!:1 MMG INDIA PVTLTU

B-87, MIDC, Ambad, Nashik- 422 010, INDIA Tel: +91 253 2382238/671 Fax: +91 253 2382926 Email: sales@mmg-india.com 1 www.mmg-india.com

2MAGDEVLm

Unit 23 Ash Industrial Estate, Kembrey Park, Swindon,

Wiltshire SN2 BUN, United Kingdom Tel: +44 1793 425600 I Fax: +44 1793 524357 Email: sales@magdev.co.uk 1 www.magdev.co.uk

Corporate Address:·

Bayside Mall, 2nd Floor , Tardeo Road, Haji Ali, Mumbai- 400 034, INDIA Tel: +91 22 4079 47001 Fax: +91 22 4079 4777 Email: secretarial@deltamagnets.com 1 www.deltamagnets .com

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!JDMG DELTA MA liROUP

�DELTA MAGNET§ LTD

B-87, MIDC Am bad, Nashik- 422 010, INDIA Tel: +91 253 2382238/671 Fax: +91 253 2382926

Email: sales@deltamaanets.com I secretarial@deltamaanets.com I www.deltamaanets.com I GIN- L32109MH1982PLC028280

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

Pariculars	Remarks
Brief details of the entities forming par of	1.Arrow Textiles Limited ('ATL' or 'First Transferor
amalgamation	Company') is engaged in business of manufacture
	of woven tape, woven&printed labels. The
	Registered Office of ATL is situated in the state of
	Maharashtra.
	Brief details of total assets, net worth and turnover is
	as under:
	Total Assets- Rs.44,04,35,210(as on31March
	2018)
	Net Worth - Rs.35,38,77,950(as on31March
	2018)
	Turnover - Rs.39,79,45,860(For period1April
	2017to31March2018)
	2.MMG India Private Limited ('MMG' or 'Second
	Transferor Company') is engaged in business of
	manufacture of soft ferrites and coil winding. The
	Registered office of MMG is situated in the state of
	Maharashtra.
	Brief details of total assets, net worth and turnover is
	as under:
	Total Assets- Rs.36,73,47,742(as on31March
	2018)
	Net Worth - Rs.(6,25,25,955)(as on31March
	2018)
	Turnover - Rs.20,45,79,003(For period1April
	2017to31March2018)

::J lt/lt/ G INDIA PVT LTD INDIA PVT LTD

::J lt/lt/ G INDIA PVT LTD INDIA PVT LTD �MAGDEV LTD B-87, MIDC, Ambad, Nashik- 422 010,1NDIA Unit 23 Ash Industrial Estate, Kembrey Park, Swindon, Tel: +91 253 2382238/671 Fax: +91 253 2382926 Wiltshire SN2 BUN, United Kingdom Email: sales@mmg-india.com 1 www.mmg-india.com Tel: +441793 425600 1 Fax: +44 1793 524357 Email: sales@magdev.co.uk 1 www.magdev.co.uk

Corporate Address:-

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:lDMG

DB.TA ltfAEJ RDUP

2 DELTA MAiiNET§ LTD

B-87, MIDC Am bad, Nashik- 422 010, INDIA

Tel: +91 253 2382238/671 Fax: +91 253 2382926 Email: sales@deltamaanets.com I secretarial@deltamaanets.com I w.deltamaanets.com I GIN - L32109MH1982PLC028280

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Particulars	Remarks
	DML is situated in the state of Maharashtra. Brief details of total assets, net worth and turnover is as under: Total Assets - Rs. 53,31,66,100 (as on 31 March 2018) Net Worth - Rs. 29,52,97,420 (as on 31 March 2018) Turnover - Rs. 23,83,46,760 (For period 1 April 2017 to 31 March 2018)
Whether the transaction would fall within related party transaction? If yes, whether the same is done at "arms' length" Rationale formerger	• ATL and DML are related parties and hence amalgamation of A TL with DML will fall under the ambit of related party transaction. • ATL and DML have obtained a Share Exchange Ratio report from an independent Charered Accountant which is confirmed by a fairness opinion obtained from SEBI registered Category I Merchant Banker. • MMG is a wholly owned subsidiary of DML and hence amalgamation of MMG with DML will fall under the ambit of related party transaction • In case of amalgamation of MMG with DML, no shares are to be issued since MMG is a wholly owned subsidiary of DML. The amalgamation would result in the following: • Provide an opportunity to leverage combined assets and enable optimum utilization of existing resources by pooling of resources to facilitate future expansion of business of Transferee Company; • Reduce managerial overlaps involved in operating multiple entities and increase operational and management efficiency, integrate business functions and eliminate duplication and rationalization of administrative expenses; • Synchronization of eforts to achieveniom

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�DMG DELTA MAETJi EiROUP

2 DELTA MAGNET§ LTD

8·67, MIDC Ambad, Nashik • 422 010, INDIA

Tel: +91 253 2362236/67 1 Fax: +91 253 2362926

Email: sales@deltamaanets.com I secretarial@deltamaanets.com I www.deltamaanets.com I CIN · L32109MH1982PLC026280

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Particulars	Remarks
	corporate policy, greater integration and greater
	financial strength and flexibility for amalgamated
	entity; and
	• Improving organizational capability and leadership
	arising from pooling of human capital that has
	diverse skills, talent and vast experience to
	compete successfully in an increasingly
	competitive industry.
Brief details of change in shareholding pattern of the	• The post amalgamation shareholding of the
entities	Company would be as follows:
	1. Promoter&Promoter group - 70.73%;
	2. Public shareholding- 29.27%;
Nature of consideration	In consideration for the merger of ATL with DML in
	terms of the Scheme and based on share entitlement
	report issued by M/s Bharat Kotak&Co., Chartered
	Accountants and fairness opinion provided by M/s
	Dalmia Securities Private Limited, a Category I
	Merchant Banker.
	DML will issue 23 (Twenty Three) fully paid up equity
	shares of Rs. 10/- each to the equity shareholders of
	ATL as on the Record Date (as may be determined in
	terms of the Scheme) for every 100 (Hundred) equity
	shares of Rs. 10/- each, fully paid up of ATL
	Please note that fractional shares arising out of the
	above entitlement would be consolidated and dealt with
	as provided in the Scheme and proceeds would be
	distributed to all such shareholders who were originally
	entitled to such fractional shares.
	The entire issued, subscribed and paid up share capital
	of MMG is held by DML along with its nominees. Upon
	the Scheme becoming efective, the entire equity share
	capital of MMG shall stand automatically cancelled and
	there will not be any issue and allotment of equity
	shares in DML.

!:1 MMG INDIA PVT LTD

B·87, MIDC, Ambad, Nashik · 422 010, INDIA Tel: t91 253 2362238 I 671 Fax: +91 253 2382926 Email: sales@mmg·india.com 1 www.mmg-india.com

�MAGDEVLm

Unit 23 Ash lm:!ustrial Estate, Kembrey Park, Swindon, Wiltshire SN2 BUN, United Kingdom Tel: +441793 425600 I Fax: +441793 524357 Email: sales@magdev.co.uk 1 www.magdev.co.uk

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Bayside Mall, 2nd Floor, Tardeo Road, Haji Ali, Mumbai · 400 034, INDIA Tel: +91 22 4079 4700 1 Fax: +91 22 4079 4777 Email: secretarial @deltamagnets.com 1 www.deltamagnets.com

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