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JASH ENGINEERING LIMITED — Capital/Financing Update 2023
Oct 4, 2023
59194_rns_2023-10-04_fcf6376c-aa2b-4b02-9176-26a88a5b3979.pdf
Capital/Financing Update
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4[th] October 2023
The Manager
Listing Department National Stock Exchange of India Limited Bandra Kurla Complex, Bandra (East) Mumbai – 400 051
Symbol: JASH
Dear Sir/ Ma’am,
Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations” ), we hereby inform that pursuant to the Share Purchase Agreement dated 3[rd] October 2023, between Jash Engineering Limited and existing shareholders of Waterfront Fluid Controls Limited, Glasgow, Scotland, UK ( “Waterfront” ), Jash Engineering Limited has acquired 80% of shareholding of Waterfront.
The relevant information as required under Schedule III of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are provided at Annexure 1 .
This is for your information and records.
Thanking You,
Yours Faithfully,
For JASH Engineering Limited
Digitally signed by TUSHAR TUSHAR KHARPADE KHARPADE Date: 2023.10.04 17:39:52 +05'30'
Tushar Kharpade
Company Secretary & Compliance Officer
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Annexure 1
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| Sr. | ||
|---|---|---|
| Particulars | Details | |
| No. | ||
| 1. | Name of the target entity, details in brief such as size, turnover etc.; |
Name of the entity:Waterfront Fluid Controls Limited, Glasgow, UK (the “Waterfront”) Paid Up Capital:£2.11 consisting 211 ordinary shares of £0.01 each. Turnover of the Waterfront as on 31.01.2023: £2,748,240 |
| 2. | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at“arm’s length” |
No, the acquisition is not a related party transaction. None of the Promoter/Promoter group/Group companies have any interest in the said acquisition. The acquisition is done at an arm’s length basis. |
| 3. | Industry to which the entitybeingacquired belongs; |
Waterfront is a specialist designer, manufacturer and installer of fluid control equipments. |
| 4. | Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
Waterfront is a recognized brand in UK and acquisition of Waterfront will help us in becoming one of the leading brand in UK in the next 4-5 years. Post this acquisition, Waterfront becomes subsidiary of JASH EngineeringLimited. |
| 5. | Brief details of any governmental or regulatory approvals required for the acquisition; |
Not applicable |
| 6. | Indicative time period for completion of the acquisition |
On or before 31stJanuary 2024 |
| 7. | Consideration – whether cash consideration or share swap or any other formand details ofthe same |
Cash Consideration – £ 600,000 Other than Cash – £ 1,400,000 by way of Preferential Issue of Equity Shares of Jash Engineering Limited. |
| 8. | Cost of acquisition and/or the price at which the shares are acquired; |
Aggregate cost of Acquisition not exceeding £ 2,000,000. |
| 9. | Percentage of shareholding / control acquired and / or number of shares acquired; |
80% of share capital of Waterfront. Waterfront becomes subsidiary of JASH Engineering Limited (Post Acquisition). |
| 10. | Brief background about the entityin | which the shares are acquired: |
| Products/ Line of business | Waterfront is a specialist designer, manufacturer and installer of fluid control equipment and their product range includes penstocks, flap valves, hydrostatic bellmouths valves, tilting weirs, stoplogs,handstops,floating arms etc. |
TUSHAR Digitally signed by TUSHAR KHARPAD KHARPADE Date: 2023.10.04 E 17:40:11 +05'30'
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| Date of incorporation | 12thJuly2006 |
|---|---|
| History of last 3 years turnover | As on 31.01.2023 - £ 2,748,240 As on 31.01.2022 - £ 2,385,356 As on 31.01.2021-£ 1,789,182 |
| Country in which the entity has presence and any other significant information (in brief) |
Glasgow, Scotland, UK |
£ - Pound Sterling is legal currency of Scotland, UK.
For JASH Engineering Limited
TUSHAR Digitally signed by TUSHAR KHARPA KHARPADE Date: 2023.10.04 DE 17:40:24 +05'30'
Tushar Kharpade
Company Secretary & Compliance Officer
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