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RSWM Limited M&A Activity 2023

Dec 1, 2023

M&A Activity

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BSE Limited	National Stock Exchange oflndia Limited
Corporate Relationship Department,	Listing Department,
lst Floor, New Trading Ring,	Exchange Plaza, C-1, Block- G,
Rotunda Building, P.J. Towers,	Bandra-Kurla Complex,
Dalal Street,	Bandra (East),
MUMBAI - 400 00 I.	MUMBAI - 400 051.

Scrip Code: 500350	Scrip Code: RSWM

Sub: Intimation regarding approval granted by the board of directors of the RSWM Limited ("RSWM or Company") in relation to the signing of a binding term sheet with Ginni Filaments Limited for proposed acquisition of its Spinning, Knitting and Processing Undertaking situated at 110 KM Stone, Delhi-Mathura Road, Chhata, Kosi, Distt. Mathura (UP) - 281401 as a going concern on a slump sale basis.
Ref: Intimation under Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and SEBI Circular bearing number SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13 July 2023.

Dear Madam/ Sir,

With reference to the captioned subject, we would like to inform you that:

a) The Company has signed a binding term sheet on December 1, 2023 with Ginni Filaments Limited ("GFL") for proposed acquisition of its Spinning, Knitting and Processing Undertaking situated at 110 KM Stone, Delhi-Mathura Road, Chhata, Kosi, Distt. Mathura (UP) - 28140 I as a going concern on a slump sale basis for a Jump sum consideration of Rs.160 crores, subject to the necessary adjustments as may be specified in the Business Transfer Agreement to be executed in this regard.
b) GFL is a company engaged in the business of textiles which, inter-alia includes spinning, knitting and processing of textile products, since 1989 in India.
c) The proposed completion of the transaction is subject to execution of definitive agreements which inter-alia include Business Transfer Agreement, completion of conditions precedent and other closing conditions which are essential and customary for consummation of the proposed transaction.

(Formerly Rajasthan Spinning & Weaving Mills Limited)

Corporate Office :	Regd. Office :
Bhilwara Towers, A-12, Sector-1	Kharigram, P. B. No. 28, Post Office Gulabpura - 311 021
Noida - 201 301 (NCR-Delhi), India	Dist!. Bhilwara, (Rajasthan), India
Tel: +91-120-4390300 (EPABX)	Tel. : +91-1483-223144 to 223150, 223478
Fax: +91-120-4277841	Fax : +91-1483-223361, 223479
Website: www.rswm.in	Website: www.lnjbhilwara.com
GSTIN: 09AAACR9700M1Z1	GSTIN: 08AAACR9700M1Z3
Corporate Identification Number: L17115RJ1960PLC008216

d) The Company does not require any governmental or regulatory approval for the proposed transaction.
e) The proposed transaction will not fall within the ambit of 'related party transaction' either under the Companies Act, 2013 or under SEBI LODR. None of the promoter/ promoter group/ group companies of the Company have any conflict of interest in the proposed transaction.
f) The Company is not acquiring any shares in GFL pursuant to the proposed transaction.
g) The proposed transaction is expected to be completed within 90 days of the execution of the binding term sheet, subject to completion of conditions precedent and other closing conditions as may be specified in the Business Transfer Agreement to be executed between the Company and RSWM Limited.
h) With this proposed acquisition, the Company would be in a position to enhance its production capacity and may augment future business prospects of the Company in its textile business.

We will intimate your good office once the Business Transfer Agreement in this regard is executed.

The meeting of the Board of Directors commenced at 3.30 P.M. and concluded at 5:35 P.M

SURENDER GUPTA VICE PRESIDENT-LEGAL & COMPANY SECRETARY

[email protected]
(Formerly Rajasthan Spinning & Weaving Mills Limited)
Corporate Office : Bhilwara Towers, A-12, Sector-1 Naida - 201 301 (NCR-Delhi), India Tel: -+91-120-4390300 (EPABX) Fax: +91-120-4277841 Website: www.rswm.in GSTIN: 09AAACR9700M1Z1	Regd. Office : Kharigram, P. B. No. 28, Post Office Gulabpura - 311 021 Dist!. Bhilwara, (Rajasthan), India Tel. : -+91-1483-223144 to 223150, 223478 Fax: +91-1483-223361, 223479 Website: www.lnjbhilwara.com GSTIN: 08AAACR9700M1Z3
Corporate Identification Number: L 17115RJ1960PLC008216