KDDL Ltd — Capital/Financing Update 2022

Dec 2, 2022

KDDL Limited

Kamla Centre, SCO 88-89, Sector 8-C, Chandigarh - 160 009, INDIA. Tel: +91 172 2548223/24, 2544378/79 Fax: +91 172 2548302, Website:www.kddl.com CIN-L33302HP1981PLC008123

Ref: KDDL/CS/2022-23/ 66 Date: 2

National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra, Mumbai - 400 051

nd December, 2022

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

Trading Symbol : KDDL Scrip Code : 532054

Subject: Intimation under regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") for the amalgamation of Wholly Owned Subsidiary Company with Holding Company

Dear Sir/ Madam,

Please be informed that National Company Law Tribunal, Chandigarh Bench has approved the amalgamation of "Satva Jewellery and Design Limited", a wholly owned subsidiary Company with "KDDL Limited", holding Company.

The details, as required under Regulation 30 read with Schedule Ill to the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SEBI Circular dated 9 th September 2015, are provided hereunder:

Sr.No.	Information	Details
A	Name of the entity(ies) forming part of theamalgamation/merger, details in brief such as, size,turnover etc.;	Transferor Company : "Satva Jewellery and DesignLimited
		Other Income ( 2021-22) : Rs. 6.50 lacs
		Transferee Company : "KDDL Limited"
		Turnover ( 2021-22) : INR 21,796.13 lacsOther Income: INR 551.07 lacs
B	Whether the transaction would fall within related partytransactions? If yes, whether the same is done at "armslength";	The Transferor Company is a wholly owned subsidiary ofthe Transferee Company and as such related party to eachother.
		However, the Ministry of Corporate Affairs had clarifiedvide its General Circular No. 30/2014 dated 17th July 2014thattransactionsarisingoutofCompromise,Arrangements and Amalgamations dealt with underspecific provisions of the Companies Act, 2013, will not fallwithin the purview of related party transactions in terms ofSection 188 of the Companies Act, 2013.Further, pursuant to Regulation 23(5)(b) of the ListingRegulations, the related party transaction provisions arenot applicable to the Scheme.

C	Area of business of the entity(ies);	Transferor Company : "Satva Jewellery and Design Limited"
		Tocarryonthebusinessofmanufacturer,assemblers,fabricators, retailers, distributors, exporters, importers, buyers,dealers, designers, traders and consignment agent, C & F agentby normal channels of E-commerce, all types of jewellery itemsand goods and articles or articles, stone setting of any kind onany materials including real diamonds and gem stones, Crystalsand glass products, accessories, artificial jewellery or realjewellery made of precious metal, alloys or precious stones orother precious articles or surfaces, non-preciousmaterial,natural or man made materials of all kinds.Transferee Company : "KDDL Limited"Manufacturing of watch components (watch dials and watchhands), precision engineering components and press tools.
D	Rationale for amalgamation/ merger;	a) Transferor Company is a wholly owned subsidiary of KDDLLimited.
		b) Strengthened leadership in the Industry, in terms of the assetbase, revenues, product range, production volumes andmarket share of the combined entity. The amalgamated entitywill have the ability to leverage on its large asset base andvast pool of intellectual capital, to enhance shareholder value.
E	In case of cash consideration – amount or otherwiseshare exchange ratio;	NA
F	Brief details of change in shareholding pattern (if any)of listed entity.	NA

Kindly take the same on record.

Thanking you,

Yours truly

For KDDL Limited

Brahm Prakash Kumar Digitally signed by Brahm Prakash Kumar

Brahm Prakash Kumar Company Secretary