Sandhar Technologies Limited — M&A Activity 2025

Mar 27, 2025

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Ref: STL /SE/ 2024-2025/Regulation 30/69

Dated: ____ 27 [th] March, 2025

To, To, Department of Corporate Services, Listing Department, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Dalal Street C-1, G-Block, Bandra-Kurla Complex Mumbai — 400001 Bandra, (E), Mumbai — 400051

BSE Code: 541163; NSE: SANDHAR

Dear Sir/ Madam,

Sub.: Intimation for execution of Business Transfer Agreement for Acquisition of High - Pressure & Low Pressure Aluminium Die Casting Business of Sundaram Clayton Limited by Sandhar Ascast Private Limited, Wholly owned Subsidiary of the Company(“WOS”) (i.e. Sandhar Technologies Limited).

Ref: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In continuation to our earlier disclosure dated 17[th] March, 2025 regarding the acquisition of High Pressure and Low Pressure Aluminium Die Casting Businesses of Sundaram-Clayton Limited ("Target Business") by Sandhar Ascast Private Limited (“SAPL”), a wholly owned subsidiary of the Company, on a slump sale basis.

We would like to inform you that SAPL has entered into Business Transfer Agreement (“BTA”) with Sundaram-Clayton Limited, on 26[th] March, 2025, for Acquisition of High Pressure and Low Pressure Aluminium Die Casting Business of Sundaram-Clayton Limited at its Hosur Plant, by way of a slump sale on a going concern basis.

The details, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed as “Annexure – A” .

In compliance with Regulation 46(2) of the Listing Regulations the above information will be made available on the Company's website www.sandhargroup.com

You are requested to take note of the same.

Thanking you,

For SANDHAR TECHNOLOGIES LIMITED

Digitally signed by Yashpal Jain Yashpal Jain Date: 2025.03.27 09:12:30 Yashpal Jain +05'30' (Chief Financial Officer & Company Secretary) (M. No. A13981) Encl.: As above

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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The details, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are as under:

“Annexure-A”

S. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.;	Sundaram-Clayton Limited High Pressure and Low Pressure Aluminium Die Casting Businesses of Sundaram-Clayton Limited at its Hosur Plant ("Target Business"). Turnover details provided in column S. No. 10 below.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”;	The transaction is between two unrelated entities.
3.	Industry to which the entity being acquired belongs;	Target Business of Sundaram-Clayton Limited belongs to the Auto Component Industry.
4.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	The Business of target entity is not outside the main line of business of the Company. The proposed acquisition is made to facilitate business operations of the Wholly Owned Subsidiary M/s. Sandhar Ascast Private Limited.
5.	Brief details of any governmental or regulatory approvals required for the acquisition;	Not Applicable
6.	Indicative time period for completion of the acquisition;	The transaction is subject to completion of conditions precedent as mentioned in the Business Transfer Agreement, and is expected to be completed by 31st March 2025.
	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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7.	Consideration - whether cash consideration or share swap or any other form and details of the same;	Cash Transaction.
8.	Cost of acquisition and/or the price at which the shares are acquired;	The cost of acquisition is INR. 163 Crores (Indian Rupees One Hundred Sixty Three Crores) subject to adjustments set out in the Business Transfer Agreement.
9.	Percentage of shareholding / control acquired and / or number of shares acquired;	Not applicable. The acquisition is only of the target business of Sundaram-Clayton Limited.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years’ turnover, country in which the acquired entity has presence and any other significant information (in brief);	The Target Business is an unit of M/s Sundaram- Clayton Limited (an Indian Listed Entity) and engage in High Pressure and Low Pressure Aluminium Die Casting Businesses. M/s Sundaram-Clayton Limited, a public limited company established in 2017, within the meaning of Companies Act, 2013, with company identification number L51100TN2017PLC118316, and having its registered office at Chaitanya, No.12, Khader Nawaz Khan Road, Nungambakkam, Chennai, Tamil Nadu, India, 600006. The Brief Turnover Details of the Target Business are as below: For FY 22-23: INR 368.99 Crores For FY 23-24: INR 357.1 Crores For FY 24-25 (Upto Feb 2025) : INR 371.84 Crores

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