Nelco Ltd — Capital/Financing Update 2019

Mar 27, 2019

nelco[0]

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27[th ] March 2019

SSE Limited National Stock Exchange of India Limited Corporate Relationship Department Exchange Plaza, 5th Floor, 1[51 ] Floor, New Trading Ring Rotunda Bldg., Plot No. C/1, G Block, PJ Towers Dalal Street, Fort, Bandra-Kurla Complex, Sandra (East) Mumbai -400 001. Mumbai -400 051.

Dear Sir,

Sub: Disclosure pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015 Disinvestment in Shares of Nelito Systems Limited

This is to inform that, the Board of Directors of Nelco Ltd. at its meeting held on 27[th ] March, 2019 has granted in principle approval for sale of Company's entire Investment of 2,53,665 equity shares (representing 12.30% in equity share capital) of Nelito Systems Ltd. at a consideration of Rs.6.77 crores to DTS Corporation, Japan ("DTS"). This shall be subject to approvals and consents required under applicable law and the terms and conditions of the necessary agreements to be entered into between Nelco Ltd. & DTS.

The details as required under Regulation 30 read with Schedule Ill to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and SEBI Circular No.CIR/CFD/CMD/4/2015 dated 9[th ] September 2015 are mentioned hereunder:-

hereunder:-
a) name(s) of parties with whom the agreement is entered; b) purpose of entering into the agreement; c) shareholding, if any, in the entity with whom the agreement is executed; d) 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 anv chanqe in capital structure etc.; e) whether, the said parties are related to promoter/promoter group/ group companies in any manner. If ves, nature of relationshio; f) whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms lenqth";	DTS Corporation (Purchaser) and Nelco Ltd. }Main shareholders/ Af-Taab Investment Comoanv Ltd.} sellers
	Sale by Nelco Ltd. of its entire Investment (12.30%) in the equity shares of Nelito Systems Ltd. to DTS Corooration, Jaoan. Except the above, , Nelco Ltd. does not hold shares in any other Companies mentioned above. Effective from the Closing date, the nominee Director of Nelco Ltd. on the Board of Directors of Nelito Systems Ltd. shall resign from Directorship. Other terms and conditions of the Agreement are under negotiations and not yet finalised.
	Af-Taab Investment Ltd. ( one of the Sellers of its investment in Nelito Systems Ltd.) is related to the Promoter /Promoter Group. This is not a transaction between two related oarties oer se. No

Neice Limited, El-6, Electronics Zone, MIDC, Mahape, Novi Mumbai - 400 710, India. Tel: +91226791 8728. 6739 9100 Fax: +91 22 6791 8787 Web; www.nelco.in CIN Na. l32200MH 1940PLC003 l 64

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A TJ\TJ\ Enterprise

g) in case of issuance of shares to the parties, details of issue price, class of shares issued; h) any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest . . out of such arising aqreements, etc; i) in case of terminationor amendmentof agreement,listed entity shall disclose additional details to the stock exchanae(s):	of shares to issue price,	Not applicable
		NIL
		Not applicable
i. name of paries to the
aareement ; ii. nature of the aareement; iii. date of execution of the aareement; iv. detailsofamendmentand impactthereoforreasonsof termination and impact thereof.
iv. detailsofamendmentand impactthereoforreasonsof termination and impact thereof.

The meeting of Board of Directors was concluded at 7.00 pm.

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Giri V. Kirkinde Company Secretary & Head-Legal

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