GMM Pfaudler Ltd. — Major Shareholding Notification 2021

Feb 20, 2021

Date: 19 February 2021

BSE Limited	National Stock Exchange of India Ltd.
Phiroze Jeejeebhov Towers	Exchange Plaza,
Dalal Street	Plot no. C/1, G Block,
Mumbai-400001	Bandra-Kurla Complex
Email: corp.relations@bseindia.com	Bandra (E)
	Mumbai - 400 051
	Email: takeover@nse.co.in
GMM Pfaudler Limited
Vithal Udyognagar,
Gujarat - 388325

Dear Sir/Madam,

Sub: Disclosure pursuant to Regulation 31(1) of the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 read with the SEBI circular dated August 7, 2019

Pursuant to the Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 read with SEBI circular no. SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated August 7, 2019, please find attached the rel

Kindly take the same on record.

For and on behalf of

Authorized Signatory

Pfaudler, Inc. 1000 West Ave.	For ACH/EFT: ACHIABA routing: 043018868	For Mailing Pfaudler, In
Rochester NY 14611, USA	Beneficiary Name: Pfaudler, Inc./	Glasheel Par
P: +1 585 235 1000	Glasteel Parts and Services	3810 Mome
E: sales-us@pfaudler.com	Beneficiary Acct. No.: 7400977232	Chicago, IL
W: www.pfaudler.com	Bank Address: Fillh Third Bank 707 Grant St Pittsburgh, PA 15219

For Wire:
ABA routing for Domestic: 042000314
Fifth Bank SWIFT: FTBCUS3C
Pfaudler, Inc./Glasteel Parts and Servic
Brendiciary Acct, No.: 7400977232
Eith Thiot Brenk, 8050 Khorshov Didin Payments:
c./
rts and Serv
intum Place
60689-3811

	lnc. Pfaudler,
	47,76,73
	32.68 ℅
	$\leq$
	K
	Creation
	February 17, 2021
	F
sale or disposal of shares held relation to the shareholding of by Pfaudler, create any obligations the underlying GMM Pfaudler Pfaudler, Inc., results in Pfaudler Inc. in GMM security cancelled); and prepaid and have been latal than 25% of the holding less Inc. cannot (b) Pfaudler, Limited, if it Limited (unless	undertaking in disposal $(a)$ Non
For 43 and no sa) 00 subsidiaries February 19, amendments agreement S.àr.I. and its approximately 0.8D45,000,0 made thereto)) the credit International million), that outstanding is amount 2021, the total EUR 32,857,1 facilities (pursuant to will continue Pfaudler, Inc. 09 CISO pure)	GMM the lenders of Assurance to
	ò 47,76,73
	32.68 $\frac{9}{6}$
œ d) Ltd. Bank Raiffeisen $\widehat{c}$ Baden- Э T $\rm ng$ für plc, (d) Zurich 1 AG Württember Trust SP Wilmington Niederlassu Insurance Internationa Landesbank Deutschland	Suisse (a) Credit (Switzerlan
	96 47,76,7
	$\delta_0$ 32.68

Name of the Target Company(TC)									GMM Pfaudler Limited
						Names of the Stock Exchanges where the shares of the target company are listed			Limited		BSE Limited and the National Stock Exchange of India
Date of reporting									February 19, 2021
created/released/invoked						Name of the promoter or PAC on whose shares encumbrance has been			Pfaudler, Inc.
					Details of the creation From control enters of encumbrance:
Name	Promoter		Promote				Details of events pertaining to encumbrance (3)					holding of Post event
promoto of the	holding in the target		already holding									cncumbered
$\mathfrak{a}$	company (1)		encumbered									spares {creation
$10\,(\rm s)$			$\mathcal{L}$									$[(2)+(3)]$
with PACs												$H(f)$ (c) esseque
$him(*)$												Herecation (本) また
	No. of	% of	No.	96 of	Type of	creation Date of	encumbrance Type of	encumbrance Reasons for	shares No. of	lotal $\frac{6}{6}$ q	Name of the entity in	spares No. of	$\frac{9}{6}$ repot $\overline{a}$
	spares	total share	p, share	share total	event (creation	release of invocation	non disposal (pledge/lien/			capital share	spares whose favor		share capit
		$\%$ capita $\frac{1}{2}$		capit ≌	$\Xi$ invocatio release	encumbran ce	$\overline{\omega}$ undertaking/othe				P. encumber		p
		TTM
		dilute
		share
		capita

Disclesures by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares / invention of
of custombrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Share

* release

Patel Ashok Urmi
6,19,679 4.24%
Z
Ξ
Z
Ξ
Š	prepaid and cancelled)). have been	obligations the underlying Limited (unless	shareholding of GMM Pfaudler	letal	than 25% of the	holding less	sale results in Pfaudler, Inc.,	Limited (if such disposal	GMM Pfaudler	security in the sale of its	proceeds from	Limited or	GMM Pfaudler	shareholding in	over its	/encumbrance
$\leq$		Inc. in GMM Pfaudler Limited.	of Pfaudler, shareholding	dispose the	the lenders to	any right to	does not give undertaking		This non-	subsistence of such loans.	during the	Limited	Pfaudler	stake in GMM	substantial	to hold a
K
$\leq$
$\leq$														GmbH	(Frankfurt)	Services
Z
Z

Pragna Satish Patel i,	Panna Shailendra Patel	Uttara A Patel	Tarak Ashok Patel	A J Patel $\left 2,77,235\right 1.90\%$ Nil Huf
16,160	33,750	1,66,995 1.14%	1,73,960 1.19%
0.11%	0.23%
Z	Z	M	K
K	Kil	Ξ	K	K
짐	š	Z	š	Z
$\leq$	$\leq$	$\leq$	$\leq$	$\leq$
$\leq$	$\leq$	$\leq$	$\leq$	$\leq$
$\leq$	$\leq$	M	$\leq$	M
$\leq$	$\leq$	$\leq$	$\leq$	$\leq$
$\leq$	$\leq$	$\leq$	$\leq$	$\leq$
$\leq$	$\leq$	E	$\leq$	EN
$\leq$	$\leq$	M	$\leq$	E
$\leq$	W	M	M	Z

The names of all the promoters, their shareholding in the target company and their pledged shareholding as on the reporting date should appear in the table in the street of the street of collateral for loans taken by the

******

$\mathfrak{r}$

Disclosure of reasons for encumbrance

(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)

Name of listed company	GMM Pfaudler Limited
Name of the recognised stock exchanges where the shares of the company are listed	BSE Limited and National Stock Exchange of India Limited
Name of the promoter(s) / PACs whose shares have been encumbered	Pfaudler, Inc.
Total promoter shareholding in the listed company	Number of shares held by the Promoters $-80,32,065$ $\%$ of total share capital $-54.95\%$
Encumbered shares as a % of promoter shareholding	59.47% of the total promoter group shareholding
Whether encumbered share is 50% or more of promoter shareholding	YES
Whether encumbered share is 20% or more of total share capital	YES

Details of all the existing events/ agreements pertaining to encumbrance

		Encumbrance 1 (Date of creation of encumbrance: February 17, 2021)
encumbrance)	Type of encumbrance (pledge, lien, negative lien, non-disposal undertaking etc. or any other covenant, transaction, condition or arrangement in the nature of	1. (a) Non – disposal undertaking in relation to the sale or disposal of shares held by Pfaudler, Inc. in GMM Pfaudler Limited if it results in Pfaudler, Inc., holding less than 25% of the total shareholding of GMM Pfaudler Limited (unless the underlying obligations have been prepaid and cancelled); and (b) Pfaudler, Inc. cannot create any security /encumbrance over its shareholding in GMM Pfaudler Limited or proceeds from the sale of its security in GMM Pfaudler Limited (if such sale results in Pfaudler, Inc., holding less than 25% of the total shareholding of GMM Pfaudler Limited (unless the underlying obligations have been prepaid and cancelled))
	No. and % of shares encumbered	No. of shares: 47,76,736 % of total share capital: 32.68%
Specific details about the encumbran ce	of the Name entity in whose favour shares encumbered $(X)$	a) Credit Suisse (Switzerland) Ltd. b) Landesbank Baden-Württemberg c) Raiffeisen Bank International AG d) Zurich Insurance plc, Niederlassung für Deutschland e) Wilmington Trust SP Services (Frankfurt) GmbH

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	Ratio of A/B	Not Applicable
End use of money	Borrowed amount to be utilized for what purpose $-$	Amount: Up to EUR 32,857,143 and USD 45,000,000. As on February 19, 2021, the total amount outstanding under the Loan Agreement is approximately USD 60 million.
	(a) Personal use bv promoters and PACs	Purpose of raising money: GMM Pfaudler Limited has acquired a majority stake (54%), directly and indirectly, in the global business of the Pfaudler group, through an offshore company, namely, GMM International S.à.r.l (Pfaudler Acquisition). The Pfaudler group (along with Pfaudler International S.à.r.l, Pfaudler UK Limited, Pfaudler US Holding Inc., Pfaudler US Inc. and Pfaudler, Inc. that have not been
	(b) For the benefit of listed company	acquired as part of the Pfaudler Acquisition) entered into a senior facilities agreement along with an intercreditor agreement with certain lenders and Wilmington Trust SP Services (Frankfurt) GmbH as agent and security agent for purposes of borrowing up to EUR 32,857,143 and USD 45,000,000 (Loan Agreement). The facilities obtained under
	Provide details including amount, purpose of raising money listed by company,	the Loan Agreement were intended to continue post the Pfaudler Acquisition and accordingly, pursuant to the Pfaudler Acquisition, GMM International S.à r.l along with the Pfaudler group (which are now indirect subsidiaries of GMM Pfaudler Limited) have assumed the obligations under the Loan Agreement by way of certain amendments to the Loan Agreement (Amended Loan Agreement). The facilities and loan amounts have been used solely in relation to the business of
	schedule for utilization of amount, repayment	the Pfaudler group (control over which, has now been acquired by GMM Pfaudler Limited) - the facilities and loan amounts are not meant for the personal use of Pfaudler, Inc. or any other promoters.
	schedule etc. (a) Any other reason (please specify)	This non-disposal undertaking and negative lien is being provided by Pfaudler, Inc. to the lenders in order to provide them assurance that Pfaudler, Inc. will continue to hold a substantial stake in GMM Pfaudler Limited during the subsistence of such loans. None of the shares of the other promoters of GMM Pfaudler Limited (i.e. the Patel family and their entities) have been encumbered. This non-disposal undertaking and negative lien does not give any right to the lenders to dispose the shareholding of Pfaudler, Inc. in GMM Pfaudler Limited.
		The facilities provided under the Amended Loan Agreement are as follows:
		a) a term loan facility in an aggregate amount equal to EUR 1,875,000 (Facility A1): b) a term loan facility in an aggregate amount equal to USD
		13,500,000 (Facility A2); c) a term loan facility in an aggregate amount equal to EUR 4,375,000 (Facility B1);
		d) a term loan facility in an aggregate amount equal to USD 31,500,000 (Facility B2): e) a multicurrency revolving credit facility in an aggregate
		amount equal to EUR 11,607,143 (Revolving Facility): a multicurrency revolving letter of credit facility in an f) aggregate amount equal to EUR 15,000,000 (L/C Facility): an uncommitted acquisition/capex facility in an aggregate g) amount of up to EUR 20,000,000.
		Page 3 of 5

	Whether the entity X is a scheduled commercial public bank. financial institution, NBFC or housing finance company? If No, provide the nature of the business of the entity.	YES - entities from (a) to (c) are overseas lenders regulated as banks in their respective jurisdictions; entity (d) is licensed by the German Federal Financial Supervisory Authority (in German: Bundesanstalt für Finanzdienstleistungsaufsicht) to write bond/ guarantee/letter of credit instruments, which are part of the insurance class suretyship; entity (e) is acting as an agent and security agent on behalf of the entities under (a) to (d).
	Names of all other entities in the agreement	Listed company and its group companies (if any): NA
		Other entities (if any) - Wilmington Trust SP Services (Frankfurt) GmbH as agent
	Whether the encumbrance is relating to any debt instruments viz. debenture, commercial paper, certificate of deposit etc.? If provide ves. details about the instrument, including credit rating	N O If yes. 1. Name of the issuer - NA 2. Details of the debt instrument - NA 3. Whether the debt instrument is listed on stock exchanges? - NA 4. Credit Rating of the debt instrument - NA 5. ISIN $\alpha$ f the 6. Instrument - NA
Security Cover / Asset Cover	Value of shares on the date of event/ agreement (A)	Not Applicable
	Amount involved (against which shares have been encumbered) (B)	Not Applicable

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Signature of Authorised Signatory:

Place:
Date:

Exhibit A

1. Repayment of Facility A1 under the Amended Loan Agreement

Repayment Date	Repayment Instalment
31 May 2020	EUR 150,000
30 November 2020	EUR 94,000
31 May 2021	EUR 93,500
30 November 2021	EUR 188,000
31 May 2022	EUR 187,000
30 November 2022	EUR 198,000
31 May 2023	EUR 195,750
30 November 2023	EUR 206,500
31 May 2024	EUR 206,000
30 November 2024	EUR 178,250
31 May 2025	EUR 178,000

Repayment of Facility A2 under the Amended Loan Agreement

Repayment Date	Repayment Instalment
31 May 2020	USD 1,080,000
30 November 2020	USD 675,000
31 May 2021	USD 675,000
30 November 2021	USD 1.350,000
31 May 2022	USD 1,350,000
30 November 2022	USD 1,420,000
31 May 2023	USD 1,415,000
30 November 2023	USD 1,485,000
31 May 2024	USD 1,485,000
30 November 2024	USD 1,285,000
31 May 2025	USD 1.280.000

1. Facility B1, Facility B2 and the acquisition/capex facility are repayable on 20 August 2026.

2. Any loan outstanding under the Revolving Facility is required to be repaid on the last day of its interest period and on 20 August 2025 at the latest.

3. Letters of credit outstanding under the L/C Facility are required to be repaid on 20 August 2025 at the latest.

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