J.K. CEMENT LTD — M&A Activity 2024

Feb 21, 2024

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JKCL/CS/SE/2 of 2024/Intimation to BSE/NSE

21[st] February, 2024

BSE Exchange Ltd. Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001 Scrip Code:532644 (ISIN.INE 823G01014) Through BSE Listing Centre	National Stock Exchange of India Ltd., Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai-400051 Scrip Code: JKCEMENT (ISIN.INE 823G01014) Through : NEAPS

Dear Sir(s),

This intimation is made pursuant to Regulations 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, and in continuation to the intimation letter dated 5.6.2023 w.r.t acquisition of Toshali Cements Pvt. Ltd (‘Toshali’) including transfer of Mining Lease.

This is to inform that today the parties to the transaction have agreed to modify the terms of the transaction. As per the modified terms, the payment shall be made in the following manner:

(I) The total cost of acquisition is Rs. 90 Cr. to acquire (a) 100% equity of Toshali; and (b) making over payment towards discharge of unsecured/ secured loans (including interest due thereon) of promoter and promoter group companies of Toshali (c) assumption of undischarged liabilities of Toshali, whereupon to acquire the Company viz. all that (i) Integrated Unit at Ampavalli, Koraput having Clinker capacity of 0.33 MTPA & Grinding capacity of 0.20 MTPA; and (ii) Grinding Unit at Choudwar, Cuttack having grinding capacity of 0.44 MTPA

(II) Balance of Rs. 67 Crores (less limestone mines transfer expenses) to be paid afterwards consequent upon the Mining Lease being transferred in the name of the Company.

Pursuant to the aforesaid modified terms, JK Cement Ltd (“ Company ”) has completed the acquisition of 100% stake of Toshali from its shareholders and promoters. Upon this acquisition, Toshali has become a wholly owned subsidiary of the Company with immediate effect.

The transfer of the Mining Lease is subject to necessary statutory and regulatory approvals, which is likely to be completed within 18 months hereof.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 is annexed hereto marked as Annexure A

Kindly take a note of the same.

Yours faithfully,

For J.K. Cement Ltd. SHAMBHU Digitally signed by SHAMBHU SINGH SINGH Date: 2024.02.21 16:47:35 +05'30' (Shambhu Singh) Vice President & Company Secretary .

FCS 5836

Encl : As above

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Annexure-A

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Sr. No. Details Required Information of such event
1 Name of the target entity, details in Toshali Cements Pvt. Ltd (TCPL / Toshali) at present has
brief such as size, turnover etc. two manufacturing units:
A. Integrated Units with Clinker Capacity of 0.33
MTPA; Grinding Capacity of 0.20 MTPA. The
plant is operational and located at Ampavalli,
District-Koraput, Odisha.
Grinding Unit of 0.44 MTPA annual cement production
capacity. The unit is located at Choudwar, District-
Cuttak, Odisha.
Whether the acquisition would fall No, J. K. Cement Limited and its associates are not related
within related party transactions(s) parties of Toshali and hence the proposed transaction is
and whether the promoter/ promoter not a Related Party Transaction.
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”
3 Industry to which the entity being TCPL is engaged, inter alia, in business of manufacture
acquired belongs and sale of cement and clinker.
4 Objects and effects of acquisition The acquisition will help the Company expand its
(including but not limited to, footprint into the Eastern Region.
disclosure of reasons for acquisition
of target entity, if its business is
outside the main line of business of the
listed entity)
5 Brief details of any governmental or The transfer of the Mining Lease is subject to necessary
regulatory approvals required for the statutory and regulatory approvals.
acquisition
6 Indicative time period for completion Immediate
of the acquisition
7 Nature of consideration- whether cash The consideration shall be in the form of Cash.
consideration or share swap and
details of the same
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Sr. No.	Details Required	Information of such event
8	Cost of acquisition or the price at which shares are acquired	The investment of Rs. 10.75 Crs would be paid to the existing promoters of Toshali cement for acquisition of 100 per cent equity, Rs. 70.85 Crores to be invested in form of Compulsorily Convertible Debentures (CCDs) of Toshali to discharge the debt and dues of Promoters and Promoters group companies and Rs 8.40 Crores to be infused to Toshali to payout the outstanding liabilities.
9	Percentage of shareholding/ control acquired and/ or number of shares acquired	The Company will acquire management control and hold 100% of the paid-up capital of Toshali
10	Brief background about the entity acquired in terms of products/ line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Toshali was incorporated in 2002 and at present has two manufacturing Units: 1. Integrated Units with Clinker Capacity of 0.33 MTPA; Grinding Capacity of 0.20 MTPA. The plant is operational and located at Ampavalli, District-Koraput, Odisha. 2. Grinding Unit of 0.44 MTPA annual cement production capacity. The plant is operational and located at Choudwar, District- Cuttak, Odisha.

SHAMBH Digitally signed by SHAMBHU SINGH U SINGH Date: 2024.02.21 16:47:57 +05'30'

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