Sanathnagar Enterprises Limited — M&A Activity 2024

Jul 30, 2024

SANATHNAGAR ENTERPRISES LIMITED

July 30, 2024

To, The Listing Department, BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001

Scrip Code: 509423 Dear Sir(s),

Sub: Outcome of Board Meeting

Ref: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”)

With reference to above, we would like to inform that at the meeting held today, the Board of Directors of the Company based on the recommendations of the Audit Committee and the Committee of Independent Directors has considered and approved a Scheme of Merger by Absorption of the following companies:

• Roselabs Finance Limited (“RFL”),

• National Standard (India) Limited (“NSIL”) and

• Sanathnagar Enterprises Limited (“SEL” or “the Company”):

(RFL, NSIL and SEL together referred to as “Transferor Companies”) with Macrotech Developers Limited (“Transferee Company” or “MDL”) and their respective shareholders (“the Scheme”).

Key highlights and rationale for the Scheme:

• The Company is a subsidiary of Macrotech Developers Ltd.

• The Company presently does not have any material business activity since its real estate development project was completed in 2018 nor is any business plan is envisaged in the future.

• This merger is part of an ongoing group strategy to consolidate all projects in the flagship company and minimize the number of entities and enhance governance across the group. This merger is one such effort which was approved and announced earlier in 2022 but could not consummate at that time due to non-achievement of minimum public shareholding requirements (MPS) as per SEBI regulations by MDL. MDL subsequently complied with the MPS.

• The merger ratios have been decided as per the valuation report by Drushti Desai, Registered Valuer, Partner at Bansi S. Mehta Valuers LLP and fairness opinions provided by Fedex Securities Private Limited to the Transferee Companies. The share exchange ratio as recommended by the Registered Valuer and approved by the Board is as follows:

7 fully paid-up equity shares of ₹ 10/- each of MDL for every 1000 fully paid up equity shares of ₹ 10/each held in Company

The shareholding of MDL in the Company shall stand cancelled.

The Scheme is subject to the receipt of approval from the shareholders and creditors of the respective companies, the National Company Law Tribunal, SEBI, Stock Exchanges, and such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary. We expect this merger to complete in 6-9 months.

Regd. Off.: 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400001 Website: www.sanathnagar.in, Email id: investors.sel@lodhagroup.com Tel.: +91.22.67737373 Fax: +91.22.23024420 CIN No. L99999MH1947PLC252768

SANATHNAGAR ENTERPRISES LIMITED

The detailed disclosures as required under Regulation 30 of the SEBI Listing Regulations read with Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is annexed herewith as Annexure - A .

The meeting of Board of Directors of the Company commenced at 5.25 P.M. and concluded at 5.35 P.M.

Kindly take the above information on your record.

Thanking you,

Yours faithfully, For Sanathnagar Enterprises Limited

SHASHAN Digitally signed by SHASHANK NAGAR K NAGAR Date: 2024.07.30 17:41:03 +05'30' Shashank Nagar Company Secretary & Compliance Officer Membership No.: A50668

Encl.: a/a

Regd. Off.: 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400001 Website: www.sanathnagar.in, Email id: investors.sel@lodhagroup.com Tel.: +91.22.67737373 Fax: +91.22.23024420 CIN No. L99999MH1947PLC252768

SANATHNAGAR ENTERPRISES LIMITED

ANNEXURE-A

Disclosure as per Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

Scheme of Merger by Absorption

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Sr. Details of Events that Information of such events(s)
No. need to be provided
a) Name of the entity(ies)  Roselabs Finance Limited (‘RFL’ / ‘Transferor Company 1’)
forming part of the  National Standard (India) Limited (‘NSIL’ / ‘Transferor Company 2’)
amalgamation/ merger,  Sanathnagar Enterprises Limited (‘SEL’ / ‘Transferor Company 3’)
details in brief such as, size, (hereinafter collectively referred to as ‘Transferor Companies’)
turnover etc.  Macrotech Developers Limited (‘MDL’ / ‘Transferee Company’)
(₹ in million)
Name of the Paid Up Turnover for Net Worth for
Companies Capital as the year the year
on March ended March ended March
31, 2024 31, 2024 31, 2024
Roselabs Finance 100 11.37 (44.36)
Limited
National Standard 200 213.73 2,588.56
(India) Limited
Sanathnagar 31.50 38.12 (91.04)
Enterprises Limited
Macrotech Developers 9,945 94,595 1,66,441
Limited
b) Whether the transaction In terms of General Circular No. 30/ 2014, dated July 17, 2014 issued by
would fall within related the Ministry of Corporate Affairs (‘MCA’), the transactions arising out of
party transactions? If yes, compromise, arrangements and amalgamations under the Companies Act,
whether the same is done at 2013 (‘the Act’) will not fall within the purview of related party transaction in
“arms length”; terms of Section 188 of the Act.
Further, the Scheme is approved by the Audit Committee pursuant to
Regulation 23(2) of the Listing Regulations and is being carried out at arm’s
length basis as per the share exchange ratio recommended in valuation
report given by Drushti Desai, Registered Valuer, Partner at Bansi S. Mehta
Valuer LLP and fairness opinion by Fedex Securities Private Limited.
c) Area of business of the NSIL, RFL and SEL and MDL are all engaged in the business of real estate
entity(ies); development and allied activities.
The Company presently does not have any material business activity since
its real estate development project was completed in 2018 nor is any
business plan is envisaged in the future
d) Rationale for  Streamlining, rationalization and simplification of the group holding
amalgamation/ merger; structure by way of reduction in the number of entities, resulting in ease
of management for the Transferee Company
 Reduction in overheads including administrative, managerial and other
expenditure, and optimal utilization of resources by elimination of
duplication of activities and related costs.
 Reduction in the multiplicity of legal and regulatory compliances at
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Regd. Off.: 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400001 Website: www.sanathnagar.in, Email id: investors.sel@lodhagroup.com Tel.: +91.22.67737373 Fax: +91.22.23024420 CIN No. L99999MH1947PLC252768

SANATHNAGAR ENTERPRISES LIMITED

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Sr. Details of Events that Information of such events(s)
No. need to be provided
present carried out separately by the Transferor Companies and the
Transferee Company and promote organisational efficiencies with the
achievement of greater economies of scale
 Free up management bandwidth especially of senior management
towards more productive and value generating activities
 As the Transferor Companies neither have any ongoing projects nor is
any further business opportunity envisaged, the proposed scheme of
merger with the Transferee company would be in the best interest of
the Transferor Companies and their shareholders
 Public shareholders of the Transferor Companies will receive shares in
the Transferee Company which is one of the largest real estate
developers in India.
e) In case of cash Upon the Scheme becoming effective, equity shares of MDL shall be
consideration – amount or allotted to the shareholders of the Company as follows:
otherwise share exchange
ratio; 7 fully paid up equity shares of ₹10/- each of MDL for every 1000 fully paid
up equity share of ₹10/- each held in the Company
The shareholding of MDL in the Company shall stand cancelled.
f) Brief details of change in
Category Pre-Scheme Post-Scheme
shareholding pattern (if
No. of Equity % No. of %
any) of listed entity.
Shares Equity
Shares
Promoter and 23,62,071 74.99 Nil Nil
Promoter Group
Public 7,87,929 25.01 Nil Nil
Total 31,50,000 100.00 Nil Nil
Pursuant to the Scheme becoming effective, the Company shall stand
automatically dissolved without winding-up.
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Regd. Off.: 412, Floor-4, 17G Vardhaman Chamber, Cawasji Patel Road, Horniman Circle, Fort, Mumbai-400001 Website: www.sanathnagar.in, Email id: investors.sel@lodhagroup.com Tel.: +91.22.67737373 Fax: +91.22.23024420 CIN No. L99999MH1947PLC252768