M.M.Forgings Ltd. — M&A Activity 2025

Feb 3, 2025

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Date: 03 February 2025

The Deputy General Manager National Stock Exchange of India Ltd Corporate Relationship Department. ‘Exchange Plaza’, Bandra – Kurla Complex, Bombay Stock Exchange Limited, Bandra (E), Mumbai – 400 051 Rotunda Building, P.J. Towers, First Floor, New Trading Wing, Dalal Street, MUMBAI –400 001

Dear Sirs,

Ref.: NSE: security code- MMFL –EQ; BSE: Security Code -522241

– Sub: Amalgamation Update:

1. The Board of Directors, at their previous meeting held on 26 October 2024 considered and approved a scheme of amalgamation ("Scheme") pursuant to sections 230 to 232 and other relevant provisions of the Companies Act, 2013, providing for the amalgamation of its wholly owned subsidiary, DVS Industries Private Limited ("Transferor Company") with M M Forgings Limited ("Transferee Company") , subject to requisite statutory and legal approvals.

2. Pursuant to Regulation 30 of the Listing Regulation, the above was intimated vide letter dated 26 October 2024 to the Stock Exchange. The appointed date of amalgamation was fixed as 01 April 2025 and the scheme along with the certified true copy of the resolution was submitted to the stock exchanges vide intimation dated 30 October 2024.

3. It is also to note that pursuant to Regulation 37(6) of the Listing Regulations, since DVS Industries Private Limited, being a wholly owned subsidiary of the Company, there is no requirement of obtaining any ‘No-Objection Letter' or 'Observation Letter' to the Scheme from the Stock Exchanges on which the securities of the Company are listed.

4. In supersession to the above, the Board of Directors at their meeting held today, 03 February 2025, had discussed and modified the appointment date of aforesaid amalgamation as 01 April 2024 instead of 01 April 2025. The scheme with appointed date modified as 01 April 2024 was considered and approved.

5. The Scheme is subject to necessary statutory, legal and regulatory approvals under applicable laws, in India.

6. In terms of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/015 dated November 11, 2024, we are furnishing herewith the details of the Scheme as Annexure IV.

Request your good self to kindly take the same on records please.

Thanking you, Yours faithfully, For M M FORGINGS LIMITED Chandra Digitally signed by Chandrasekar S sekar S Date: 2025.02.03 20:51:56 +05'30' Chandrasekar S Company Secretary Encl: a/a

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Annexure

Amalgamation of DVS Industries Private Limited and M M Forgings Limited

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S.
Particulars Details
No.
1 Name of the entity(ies) forming part The scheme of amalgamation provides for merger of
of the amalgamation/merger, details DVS Industries Private Limited ("Transferor
in brief such as, size, turnover etc. Company") with M M Forgings Limited ("Transferee
Company"). The Transferor Company is the wholly
owned subsidiary of the Transferee Company.
2 Nature of business of the entity (ies) Transferee Company is engaged in the business of
manufacturing and marketing of Steel Forgings;
Transferor Company is engaged in the business of
manufacturing and machining of Crankshaft.
3 Rationale for the The scheme of amalgamation will result in integration
amalgamation/merger of business operations and consolidation of the
activities leading to operational synergies and
elimination of duplicate efforts across multiple
entities. It will provide the Transferee Company
seamless access to the assets of the Transferor
Companies. It will also result in reduction of the
multiplicity of legal and regulatory compliances.
4 Consideration under the Since the Transferor Company is the Wholly-Owned
amalgamation / merger Subsidiary of the Transferee Company, no shares of
the Transferee Company shall be allotted under the
scheme of amalgamation in lieu or exchange of the
shares of the Transferor Company.
5 Whether the transaction would fall No. The Transferor Company is a wholly owned
within related party transaction? subsidiary of the Transferee Company.
6 Details of change in shareholding Since there will be no issue of shares, there will be no
pattern (if any) change in the shareholding pattern of the Transferee
Company pursuant to the scheme of amalgamation.
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