Nelco Ltd — Capital/Financing Update 2023

Sep 25, 2023

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25[th ] September 2023 BSE Limited National Stock Exchange of India Limited Corporate Relationship Dept 5[th] floor, Exchange Plaza, Plot No.C-1 1[st] Floor, New Trading Ring, Block “G” Bandra Kurla Complex Rotunda Building, Bandra (East) P.J. Towers, Fort, Mumbai – 400 051 Mumbai – 400 001 BSE Code : 504112 NSE Code : Nelco EQ

• Sub: Intimation of additional subscription of Equity Shares of Piscis Networks Private Limited Intimation under Regulation 30(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

This is further to our letter dated 5[th] June 2023 informing the initial investment of 9.09% of the paidup equity capital of Piscis Networks Private Limited (“Piscis Networks”).

Pursuant to the Agreement(s) entered with the Promoters and other Shareholders of Piscis Networks on 5[th] June 2023, the Company has further subscribed 3,633 equity shares of face value of Rs.10/each of Piscis Networks by way of Rights Issue, for a consideration of Rs. 1,99,99,665 (including securities premium). The shares have been allotted by Piscis Networks at its Board Meeting held on 22[nd] September, 2023 at 11.00 am. Accordingly, the Company’s investment in Piscis Networks has increased to 31.72% (in aggregate) of paid up equity capital.

The details as required pursuant to Regulation 30 read with Schedule Ill to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July 2023 are attached as Annexure A to this letter.

This intimation is also being uploaded on Company’s website www.nelco.in.

Please take the above on record.

Yours faithfully, NELCO Limited

GIRISH Digitally signed by GIRISH VIJAYANAND VIJAYANAND KIRKINDE Date: 2023.09.25 15:38:33 KIRKINDE +05'30'

Girish V. Kirkinde Company Secretary & Head - Legal

Nelco Limited, EL-6, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 710, India. Tel: +91 22 6791 8728, 6739 9100 Fax: +91 22 6791 8787 Web: www.nelco.in

CIN No.L32200MH1940PLC003164; Email ID:-services@nelco.in

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Annexure A

Details with respect to the acquisition as required under Regulation 30(6) read with Schedule III Part A Para A(1) of the Listing Regulations and SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July 2023

1.1. Acquisition (including agreement to acquire):

a) name of the target entity, details inbrief such as size, turnover etc.;	Piscis Networks Private Limited**(“Piscis Networks”),**anunlisted closely held company incorporated in India havingits registered office in Mumbai. It is an OEM engaged inthe business of providing SD-WAN solutions_(Software__Defined Wide Area Network)_to organizations to improvetheir network performance, reliability and security.Piscis Networks was incorporated on July 14, 2021, withCIN: U72900MH2021PTC363941.Turnover (audited) of last two years is as under:FY 2021-22 – Rs. 6.77 lacsFY 2022-23–Rs. 100.21 lacs
b) whether the acquisition would fallwithin related party transaction(s) andwhether the promoter/ promoter group/group companies have any interest inthe entity being acquired? If yes, natureof interest and details thereof andwhether the same is done at “armslength”;	It is not a related party transaction.The Company is an existing shareholder of PiscisNetworks. The Rights Issue Offer of Piscis Network wasmade to all the existing shareholders in the proportion oftheir respective shareholding.Promoters of the Nelco Ltd. and its group companies doesnot have any interest in Piscis Networks.
c) industry to which the entity beingacquired belongs;	IT/ITES sector, with specialisation in providing SD-WANsolutions.
d) objects and impact of acquisition(including but not limited to, disclosure ofreasons for acquisition of target entity, ifits business is outside the main line ofbusiness of the listed entity);	The investment will enable Nelco Ltd. to offer integratedsolutions to its customers in improving their networkperformance, reliability and security and also opens upnew business opportunities for the Company.The funds raised through right issue will be utilised byPiscis Networks to meet its working capital requirements.
e) brief details of any governmental orregulatory approvals required for theacquisition;	None
f) indicative time period for completion ofthe acquisition;	With this additional subscription of Shares as perAgreement(s) entered with the Promoters and otherShareholders of Piscis Networks on 5thJune 2023, theacquisition stands completed.
g) nature of consideration - whethercash consideration or share swap anddetails of the same;	The consideration has been paid in cash.

Nelco Limited, EL-6, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 710, India. Tel: +91 22 6791 8728, 6739 9100 Fax: +91 22 6791 8787 Web: www.nelco.in CIN No.L32200MH1940PLC003164; Email ID:-services@nelco.in

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h) cost of acquisition or the price atwhich the shares are acquired;	Rs.1,99,99,665 (including securities premium) for Rightissue subscription of 3,633 equity shares of Rs.10/-each.
i) percentage of shareholding / controlacquired and / or number of sharesacquired;	With this subscription of 3,633 equity shares of Rs. 10/-each, the Company now holds 31.72% of paid-up equitycapital of Piscis Networks.
j) brief background about the entityacquired in terms of products/line ofbusinessacquired,dateofincorporation, history of last 3 yearsturnover, country in which the acquiredentity has presence and any othersignificant information (in brief);	Piscis Networks, an OEM company in India, is engaged inthe business of providing a SD-WAN solutions (SoftwareDefined Wide Area Network).Date of incorporation July 14, 2021.Turnover (audited) of last two years (since incorporation)as under:FY 2021-22 – Rs. 6.77 lacsFY 2022-23 – Rs. 100.21 lacsCurrently, Piscis Networks has presence in India.

Nelco Limited, EL-6, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 710, India. Tel: +91 22 6791 8728, 6739 9100 Fax: +91 22 6791 8787 Web: www.nelco.in

CIN No.L32200MH1940PLC003164; Email ID:-services@nelco.in

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