Sansera Engineering Limited — Capital/Financing Update 2024

Aug 20, 2024

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August 20, 2024

	The National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G Bandra – Kurla Complex Mumbai 400051 Scrip Code: SANSERA	The Department of Corporate Services BSE Limited, P.J. Towers, Dalal Street, Mumbai 400001 Scrip Code: 543358

Dear Sir/ Madam

Subject: Outcome of Board Meeting

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

This is to inform you that the Board of Directors of Sansera Engineering Limited (“Company”) at its meeting held today i.e. August 20, 2024 have considered and approved the following:

1. Raising of funds of upto INR 1,200.00 crores (Rupees One thousand Two Hundred Crores Only) in one or more tranches by issue of equity shares and / or any other instruments or eligible securities representing either equity shares and / or convertible securities linked to equity shares or through any other permissible mode or/a combination thereof, by way of further public issue, debt issue, preferential allotment, private placement, qualified institutions placements (“QIP”), or any other method in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) regulations, 2018, as amended from time to time, and other applicable laws, if any, to such investors that may be permitted to invest in such issuance of securities, as deemed appropriate, subject to the approval of the shareholders of the Company and receipt of other regulatory/ statutory approvals at an appropriate time.

2. Additional investment of INR 20.00 Crores (Rupees Twenty Crores Only) in MMRFIC Technology Private Limited (“MMRFIC”) in one or more tranches by way of CCPS.

3. Increase in Authorised Share Capital of the Company from existing Rs. 23,00,00,000.00 divided into 6,25,00,000 Equity Shares of Rs. 2/- each, 3,00,000 Series A compulsorily convertible preference shares of Rs. 100/each and 7,50,000 Series B compulsorily convertible preference shares of Rs.100/- each Rs. 30,50,00,000.00 divided into 10,00,00,000 Equity Shares of Rs. 2/- each, 3,00,000 Series A compulsorily convertible preference shares of Rs. 100/- each and 7,50,000 Series B compulsorily convertible preference shares of Rs.100/- each, and consequent alteration in Clause V of the Memorandum of Association relating to share capital of the Company subject to approval of the shareholders of the Company at the forthcoming AGM.

4. To convene the 42nd Annual General Meeting (AGM) of the Company on 26th September 2024 at 3.00 p.m. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Further details pertaining to the AGM will be informed in due course of time.

SANSERA ENGINEERING LIMITED

E-mail id: info@sansera.in Website: www.sansera.in CIN: L34103KA1981PLC004542

Reg Off: Plant 7, No. 143/A, Jigani Link Road, Bommasandra Industrial Area, Anekal, Bangalore-560 105, India, Tel: +91 80-27839081/82/83. Fax: +91 80-27839309

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Copies of disclosure under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 are attached herewith as Annexure I and II respectively.

The meeting started at 12.30 pm and concluded at 5.32 pm.

For Sansera Engineering Limited

RAJESH Digitally signed by RAJESH KUMAR MODI KUMAR MODI Date: 2024.08.20 17:36:53 +05'30'

Rajesh Kumar Modi Company Secretary

Encls: a/a

SANSERA ENGINEERING LIMITED

Reg Off: Plant 7, No. 143/A, Jigani Link Road, Bommasandra Industrial Area, Anekal, Bangalore-560 105, India, Tel: +91 80-27839081/82/83. Fax: +91 80-27839309

E-mail id: info@sansera.in Website: www.sansera.in CIN: L34103KA1981PLC004542

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Annexure I

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015.

Sr. No.	Particulars	Details
a.	Name of the target entity, details in brief such as size, turnover etc.	Name: MMRFIC Technology Private Limited Details: U72200KA2014PTC077359 Details as on March 31, 2024 (Audited): a) Turnover: INR 15.39 Cr. b) PAT: INR 5.13 Cr. c) Networth: INR 32.52 Cr.
b.	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”	MMRFIC, being an associate company is a related party of the Company. The transaction falls within the ambit of related party. Except to the extent of shares held by the Company in MMRFIC, the promoter/promoter group/group companies of the Company have no interest in MMRFIC.
c.	Industry to which the entity being acquired belongs.	Next generation Radars by leveraging machine learning with artificial intelligence.
d.	Objects and effects 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)	This is a strategic investment. The objective of the company, the target entity and the promoters of the target entity are to: (i) enter into high technology space and have access to a strong R&D and engineering team which can address our priority market segments viz., Defence, Aerospace, Healthcare and Security. It also has the potential in the Telecom (5G) and the Automotive (autonomous driving – subsystems) technologies in future.

SANSERA ENGINEERING LIMITED

Reg Off: Plant 7, No. 143/A, Jigani Link Road, Bommasandra Industrial Area, Anekal, Bangalore-560 105, India, Tel: +91 80-27839081/82/83. Fax: +91 80-27839309

E-mail id: info@sansera.in Website: www.sansera.in CIN: L34103KA1981PLC004542

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		(ii) have access to world-class technologies. (i) grow this Company to be a significant player in its sectors with a further investment if required.
e.	Brief details of any governmental or regulatory approvals required for the acquisition	N.A.
f.	Indicative time period for completion of the acquisition	By FY2025 tentative.
g.	Nature of consideration - whether cash consideration or share swap and details of the same	Cash
h.	Cost of acquisition or the price at which the shares are acquired	INR 20,00,00,000/-
i.	Percentage of shareholding / control acquired and / or number of shares acquired	The equity percentage will be decided on conversion of CCPS based on EBIDTA of FY2025. The Company has a right to increase the stake to 51% at a later date.
j.	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)	Brief Background about the entity: A Research, Product development and Manufacturing entity, is building sub-systems and systems for next generation Radars by leveraging machine learning with artificial intelligence for mm-Wave Sensors with hybrid beam forming capabilities. Date of Incorporation: 20-Nov-2014 Consolidated Total Income of last 3 years: FY 21 – 22: INR 7.41 Cr. FY 22 – 23: INR 7.82 Cr. FY 23 – 24: INR 15.39 Cr. Total (From FY 21-22 to FY 23-24): INR 30.62 Cr. Country in which the acquired entity has presence: India

SANSERA ENGINEERING LIMITED

Reg Off: Plant 7, No. 143/A, Jigani Link Road, Bommasandra Industrial Area, Anekal, Bangalore-560 105, India, Tel: +91 80-27839081/82/83. Fax: +91 80-27839309

E-mail id: info@sansera.in Website: www.sansera.in CIN: L34103KA1981PLC004542

Annexure II

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		Annexure II
Sr. No.	Disclosure Requirements	Details
1.	Type of securities proposed to be issued	Equity shares and/ or any other instruments or eligible securities representing either equity shares and / or convertible securities linked to equity shares or through any other permissible mode or a combination thereof.
2.	Type of issuance (further public offering, rights issue, depository receipts (ADR/GDR), qualified institutions placement, preferential allotment etc.	To be decided by the Board of Directors subject to compliance of applicable Laws.
3.	Total number of securities proposed to be issued or the total amount for which the securities will be issued (approximately)	Up to Rs.1,200.00 Crores (Rupees One Thousand Two Hundred Only) at such price or prices as may be decided by the Board under applicable law.
4.	In case of preferential issue the listed entity shall disclose the following additional details to the stock exchange(s)	To be decided by the Board of Directors subject to compliance of applicable Laws.
5.	In case of bonus issue the listed entity shall disclose the following additional details to the stock exchange(s)	Not Applicable
6.	In case of issuance of depository receipts (ADR/GDR) or FCCB the listed entity shall disclose additional details to the stock exchange(s)	To be decided by the Board of Directors subject to compliance of applicable Laws.
7.	In case of issuance of debt securities or other non- convertible securities the listed entity shall disclose following additional details to the stock exchange(s)	To be decided by the Board of Directors subject to compliance of applicable Laws.
8.	Any cancellation or termination of proposal for issuance of securities including reasons thereof	Not Applicable

SANSERA ENGINEERING LIMITED

Reg Off: Plant 7, No. 143/A, Jigani Link Road, Bommasandra Industrial Area, Anekal, Bangalore-560 105, India, Tel: +91 80-27839081/82/83. Fax: +91 80-27839309

E-mail id: info@sansera.in Website: www.sansera.in CIN: L34103KA1981PLC004542