Kilburn Engineering Ltd — Capital/Financing Update 2024

Jul 12, 2024

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Plot No.6, MIDC - Saravali, Kalyan Bhiwandi Road, Distt. Thane 421 311 Maharashtra, India  : +91 2522 283000 ✉ :cs@kilburnengg.com  : www.kilburnengg.com

Ref : KEL/ BSE-CSE / 24 – 25/ Reg 30 12[th] July, 2024 To To, The Corporate Relationship Department The Secretary BSE Limited The Calcutta Stock Exchange Ltd., P. J. Tower 7 , Lyons Range, Dalal Street, Fort Kolkata – 700 001 Mumbai-400 001 Scrip Code: BSE 522101 Scrip Code: CSE 21022.

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

Dear Sir / Madam,

Pursuant to provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the board of directors of the Company has approved the terms of a binding term sheet, at its meeting held on July 12 , 2024, for the proposed acquisition of a Factory Unit situated at Plot No. B/78/1, M.I.D.C, Anand Nagar, Additional Ambernath Industrial Area, Ambernath (East) - 421 506, Thane, Maharashtra from M/s. Shree Satyanarayan Industrial Suppliers Private Limited, along with certain identified assets in the Factory Unit, including, Plant, Machinery, Office Building, Work Area/Shed, Amenities and Equipment(s).

Keeping in mind prospective order requirements and expansion plans, the Company is in requirement of e additional manufacturing space. The said factory unit along with the identified assets are expected to meet the immediate expansion requirements of the Company.

The proposed acquisition by the Company is subject to conclusion of customary due diligence and will be effected on such terms and conditions as may be contained in definitive documents to be executed by the parties to the transaction.

Details in line with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, is enclosed herewith as Annexure A.

Board meeting commenced on 10:30 A.M. and concluded at 11:10 A.M. You are requested to take the same on record.

Yours faithfully,

For Kilburn Engineering Limited

Arvind Digitally signed by Arvind Bajoria Date: 2024.07.12 Bajoria 11:12:34 +05'30'

Arvind Bajoria Company Secretary & DGM (Costing) Mem. No.: ACS 15390

Encl: As above

AN ISO-9001: 2000 CERTIFIED COMPANY CIN : L24232WB1987PLC042956 REGD. OFFICE : FOUR MANGOE LANE, SURENDRA MOHAN GHOSH SARANI, KOLKATA – 700 001, INDIA.

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Plot No.6, MIDC - Saravali, Kalyan Bhiwandi Road, Distt. Thane 421 311 Maharashtra, India  : +91 2522 283000 ✉ :cs@kilburnengg.com  : www.kilburnengg.com

Annexure A

Details in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are as under

Sr. No.	Details of events that need to be informed	Information about such events
1)	Name(s) of parties with whom the agreement is entered.	M/s. Shree Satyanarayan Industrial Suppliers Private Limited
2)	Purpose of entering into the agreement.	In view of upcoming orders, we require additional manufacturing space. The said factory specifications largely meet our requirements and shall be used for future expansion of the Company. Further, the close proximity of the factory unit to the existing facility of the Company is expected to create great synergy.
3)	Size of Agreement.	Total Consideration paid for the purchase of the Factory Unit [including Land, Plant, Machinery, Office Building, Work Area/Shed, Amenities and Equipment(s)] shall not exceed Rs. 22,00,00,000/- (Rupees Twenty - Two Crores Only) approximately, excluding applicable taxes (if any), subject to any adjustments on account of due diligence findings.
4)	Shareholding, if any, in the entity with whom the agreement is executed.	Not Applicable
5)	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.	Not Applicable
6)	Whether the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship.	The Seller does not belong to the promoter / promoter group / group companies of the Company
7)	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”.	No

AN ISO-9001: 2000 CERTIFIED COMPANY CIN : L24232WB1987PLC042956 REGD. OFFICE : FOUR MANGOE LANE, SURENDRA MOHAN GHOSH SARANI, KOLKATA – 700 001, INDIA.

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Plot No.6, MIDC - Saravali, Kalyan Bhiwandi Road, Distt. Thane 421 311 Maharashtra, India  : +91 2522 283000 ✉ :cs@kilburnengg.com  : www.kilburnengg.com

	: +91 2522 283000✉:cs@kilburnen	gg.com:www.kilburnengg.com
8)	In case of issuance of shares to the parties, details of issue price, class of shares issued;	Not Applicable
9)	In case of loan agreements, details of lender/borrower, nature of the loan, total amount of loan granted/taken, total amount outstanding, date of execution of the loan agreement/sanction letter, details of the security provided to the lenders / by the borrowers for such loan or in case outstanding loans lent to a party or borrowed from a party become material on a cumulative basis;	Not Applicable
10)	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.;	Not Applicable
11)	In case of termination or amendment of agreement: a) name of parties to the agreement; b) nature of the agreement; c) date of execution of the agreement; d) details of amendment and the impact thereof or reasons of termination and the impact thereof.	Not Applicable

AN ISO-9001: 2000 CERTIFIED COMPANY CIN : L24232WB1987PLC042956 REGD. OFFICE : FOUR MANGOE LANE, SURENDRA MOHAN GHOSH SARANI, KOLKATA – 700 001, INDIA.