Sandhar Technologies Limited — Capital/Financing Update 2024

Jan 23, 2024

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Ref: STL /SE/ 2023-2024/Regulation 30/65 Dated: 23[rd] January, 2024

To,

Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

To,

Listing Department, National Stock Exchange of India Limited Exchange Plaza C-1, G-Block, Bandra-Kurla Complex, Bandra (East) Mumbai – 400051

BSE Code: 541163; NSE: SANDHAR

Dear Sir/ Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 .

Pursuant to Regulation 30 (read with Part A of Schedule III) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we hereby inform that, in line with the Companies Strategic Investment and Expansion plan, Company proposes to acquire 12,05,000 (Twelve Lakh Five Thousand) equity shares equivalent to 20.08% of the total issued and paid up share capital of M/s Sandhar Tooling Private Limited (“Investee Company”) in one or more tranches from the existing Shareholders of the Investee Company.

In furtherance of the same, the Company has today i.e. 23[rd] Day of January, 2024, entered into the following agreements:

• i. Share Purchase Agreement to acquire 11,95,000 (Eleven Lakh Ninety-Five Thousand) equity shares equivalent to 19.92% of total issued and paid up share capital of the Investee Company from M/s Stitch Overseas Private Limited.

• ii. Share Purchase Agreement to acquire 5,000 (Five Thousand) equity shares equivalent to 0.08% of total issued and paid up share capital of the Investee Company from Mr. Parveen Satija.

• iii. Share Purchase Agreement to acquire 5,000 (Five Thousand) equity shares equivalent to 0.08% of total issued and paid up share capital of the Investee Company from Mr. Jayant Davar.

The Investee Company is a Subsidiary of the Company and Company currently holds 79.92% of the total issued and paid up share capital of the Investee Company. On the completion of the said proposed acquisition, the Company will hold 100% of total issued and paid up share capital of the Investee Company and the Investee Company will become Wholly-Owned Subsidiary of the Company.

Details as required under SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, is enclosed herewith as Annexure A.

Sandhar Technologies Limited

Corporate Office: 13, Sector-44, Gurugram-122 002, Haryana, India. Ph: + 91 12-4518900 Registered Office: B-6/20, L.S.C., Safdarjung Enclave, New Delhi-110 029, India, Ph: +91-11-40511800 E-mail: enquiries@sandhar.in, website: www.sandhargroup.com; CIN-L74999DL1987PLC029553

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We request you to kindly take the above on record.

Thanking you. Yours Faithfully.

FOR SANDHAR TECHNOLOGIES LIMITED Digitally signed by Yashpal Jain Date: 2024.01.23 18:38:25 Yashpal Jain +05'30' Yashpal Jain (Chief Financial Officer)

Sandhar Technologies Limited

Corporate Office: 13, Sector-44, Gurugram-122 002, Haryana, India. Ph: + 91 12-4518900 Registered Office: B-6/20, L.S.C., Safdarjung Enclave, New Delhi-110 029, India, Ph: +91-11-40511800 E-mail: enquiries@sandhar.in, website: www.sandhargroup.com; CIN-L74999DL1987PLC029553

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ANNEXURE-A

The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is as under:

S.No.	Details of events that need to beinformed	Information of such events
1	Name of the target entity, detailsin brief such as size, turnover etc.	Name:SandharToolingPrivateLimited(“Investee Company”).Investee Company is engaged in the business ofdesigning and manufacturing of Moulds, DiesMachine Tools, Zigs and Fixtures.Turnover: INR 1846.93 Lakhs (For the Financialyear ended 31.03.2023)
2	Whether the acquisition wouldfallwithinrelatedpartytransaction(s) and whether thepromoter/ promoter group/ groupcompanies have any interest inthe entity being acquired? If yes,nature of interest and detailsthereof and whether the same isdone at “arm’s length”.	The said acquisition falls within the related partytransaction.Other than to extent to their Shareholding inCompany and in Investee Company. Thepromoter/promoter group companies do not haveany interest in the entity being acquired.
3	Industry to which the entity beingacquired belongs	The Company is engaged in the business ofdesigning and manufacturing of Moulds, DiesMachine Tools,Zigs and Fixtures.
4	Objects and impact of acquisition(including but not limited to,disclosureofreasonsforacquisition of target entity, if itsbusiness is outside the main lineof business of the listed entity).	The Company proposes to aggressively tap theopportunities prevailing in the Tooling Businesswith the acquisition the company can focus onthe growth and the expansion plans, in order tobe a market leader in the Business.
5	Brief details of any governmentalor regulatory approvals requiredfor the acquisition.	Not Applicable
6	Indicativetimeperiodforcompletion of the acquisition.	As per the Shareholders Agreement.
7	Consideration-whethercashconsideration or share swap or anyother form and details of the same.	Consideration in Cash.

Sandhar Technologies Limited

Corporate Office: 13, Sector-44, Gurugram-122 002, Haryana, India. Ph: + 91 12-4518900 Registered Office: B-6/20, L.S.C., Safdarjung Enclave, New Delhi-110 029, India, Ph: +91-11-40511800 E-mail: enquiries@sandhar.in, website: www.sandhargroup.com; CIN-L74999DL1987PLC029553

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8	Cost of acquisition and/or theprice at which the shares areacquired.	The total aggregate Consideration to be paid forthe said Acquisition of 20.08 % of the total issuedand paid up share capital of the Investeecompany is INR 4,94,05,000 (Indian Rupees FourCrore Ninety Four Lakh Five Thousand Only) at ashare price of INR 41 (Indian Rupees Forty One)Per Share.
9	Percentage of shareholding /control acquired and / or numberof shares acquired.	Company currently holds 79.92% of the totalissued and paid up share capital of the InvesteeCompany. And proposed to acquire 20.08% ofthe total issued and paid up share capital of theInvestee Company.
10	Briefbackgroundabouttheentity acquired in terms ofproducts/lineofbusinessacquired, date of incorporation,history of last 3 years turnover,country in which the acquiredentity has presence and anyother significant information (inbrief).	The Investee Company was incorporated in theyear 2002 and has manufacturing facilities inManesar Gurugram, with clientele being theleading OEM’s of the Country.Turnover:Year 2022-23 :INR 1846.93 LakhsYear 2021-22 :INR 1359.45 LakhsYear 2020-21:INR 1130.94 Lakhs

Sandhar Technologies Limited

Corporate Office: 13, Sector-44, Gurugram-122 002, Haryana, India. Ph: + 91 12-4518900 Registered Office: B-6/20, L.S.C., Safdarjung Enclave, New Delhi-110 029, India, Ph: +91-11-40511800 E-mail: enquiries@sandhar.in, website: www.sandhargroup.com; CIN-L74999DL1987PLC029553