India Nippon Electricals Ltd — Capital/Financing Update 2023

Jun 19, 2023

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June 19, 2023 The Manager-Listing Department The Manager-Listing Department National Stock Exchange of India Ltd BSE Ltd Exchange Plaza, 5[th] Floor, Plot no C 1, Phiroze Jee Jee Towers G Block, IFB Centre, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai 400051 Mumbai 400001 Scrip: INDNIPPON Scrip: 532240 NEAPS-online filing BSE Listing Centre (online)

Dear Sir/ Madam,

Sub: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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Lucas Indian Service Limited (LIS), one of our promoter entities holding 1,14,92,588 equity shares of the company, which is 50.80% of the company’s equity share capital, proposes to acquire/ carry out an exempted inter-se transfer of not more than 30,00,000 equity shares of the company from Mahle Holding (India) Private Limited (MHIPL) and 14,14,786 equity shares of the company from Mahle Electric Drives Japan Corporation (MEDJ), the other promoter entities of the company respectively under Regulation 10(1)(a)(ii) read with Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and in this connection, the following Share Purchase Agreements were executed on 19[th] June, 2023:

1. Share Purchase Agreement between LIS and MEDJ for acquisition of 14,14,786 equity shares of the company and

2. Share Purchase Agreement between LIS and MHIPL for acquisition of 30,00,000 equity shares of the company.

The details of the proposed transactions are furnished herewith in the prescribed format. The inter-se transfer of shares shall be completed in due course by ensuring all requisite Compliances under the relevant SEBI Regulations and other statutory requirements.

As required by Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requisite details about the Share Purchase Agreement/ proposed transactions are being submitted to the Stock Exchanges as Annexure. We request you to take the same on record.

Thanking you. Yours sincerely, For INDIA NIPPON ELECTRICALS LIMITED SEKAR Digitally signed by SEKAR LOGITHA LOGITHA Date: 2023.06.19 18:19:36 +05'30' S LOGITHA COMPANY SECRETARY

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Annexure to the Letter dated June 19, 2023

Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/ CFD/ CMD/ 4 / 2015 dated 9[th] September 2015.

	Sl.No.	Particulars		Details
	1	Name(s) of parties with whom theagreement is entered	:	Share Purchase Agreement is entered into by andamongst:1. LIS and MEDJ2.LIS andMHIPL
	2	Purpose of entering into the agreement	:	LIS proposes to acquire/ carry out an exempted inter-se transfer of not more than 30,00,000 equity shares ofthe company from MHIPL and 14,14,786 equity sharesof the company from MEDJ, the other promoterentities of the company.
	3	Shareholding, if any, in the entity withwhom the agreement is executed	:	LIS holds 50.80% of the equity share capital of thecompany while MEDJ holds 6.25% and MHIPL holds13.26% respectively. Pursuant to this transfer, theshareholding of both MHIPL and MEDJ shall be ‘Nil’andLIS shallbe70.32%.
	4	Significant terms of the agreement (inbrief) special rights like right to appointdirectors, first right to share subscription incase of issuance of shares, right to restrictany changeincapitalstructure, etc.	:	No special rights are provided under the aforesaidagreements.
	5	Whether the said parties are related topromoter/promotergroup/groupcompanies in any manner. If yes, nature ofrelationship	:	LIS, MHIPL and MEDJ are existing promoter entities ofthe company.
	6.	Whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at “arms’ length”;	:	Yes. The shares of the company will be acquired at aprice not exceeding the limit provided in proviso (i) toRegulation 10(1)(a) of the SEBI (Substantial AcquisitionofShares andTakeovers)Regulations,2011
	7.	In case of issuance of shares to the parties,details of issue price, class ofsharesissued	:	Not Applicable

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	8	Any other disclosures related to suchagreements, viz., details of nominee on theboard of directors of the listed entity,potential conflict of interest arising out ofsuchagreements, etc.	:	MEDJ has nominated 2 Directors, viz., Mr KiyoyasuKawakami (DIN: 09283649) and Mr Jakob Ruemmler(DIN:09237428), to the Board of INEL.
	9	In case of amendment of agreement, listed entity shall disclose additional details to the StockExchange(s):
	9.1	Name ofparties to the agreement	:	Not Applicable
	9.2	Nature ofthe agreement	:
	9.3	Date ofexecutionofthe agreement	:
	9.4	Details ofamendment andimpact thereof	:

SEKAR Digitally signed by SEKAR LOGITH LOGITHA Date: 2023.06.19 A 18:20:44 +05'30'

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