SBEC Systems (Ind) Ltd. — M&A Activity 2025

Mar 6, 2025

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06-03-2025

To, The Manager BSE Limited 25[th] Floor, P.J. Towers, Dalal Street, Mumbai-400001

Scrip Code: 517360

SUBJECT: INTIMATION ABOUT THE HON’BLE SUPREME COURT ORDER RECEIVED BY THE PROMOTER GROUP IN RELATION TO MAKING A PUBLIC ANNOUNCEMENT TO ACQUIRE THE SHARES OF SBEC SUGAR LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THE TAKEOVER REGULATIONS, 2011.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with applicable Schedules of said regulation, we would like to inform that the Hon’ble Supreme Court passed an order dated 4th March, 2025 received by the Promoter Group on 6th March, 2025 regarding appeal filed by the SEBI against the order of Securities Appellate Tribunal, Mumbai in relation to making a public announcement to acquire the shares of SBEC Sugar Limited in accordance with the provisions of the Takeover Regulations, 2011.

The Hon’ble Supreme Court has directed that the promoter group shall jointly and severally make a public announcement to acquire shares of SBEC Sugar Limited in accordance with the provisions of the SEBI SAST Regulations, 2011 within a period of three months from the date of this order and further directed that the Promoter group shall, along with the offer price, pay interest @ 10% p.a. from the date when the respondents incurred the liability to make the public offer till the date of payment of consideration, to the stakeholders who were holding shares of the target company on the date of violation and whose shares are accepted in the open offer, after adjustment of dividend paid, if any.

In accordance with requirement of regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para B (5) of Part A of Schedule III and SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, the detailed disclosure is enclosed as Annexure – A.

HIMANI Digitally signed by HIMANI MITTAL Date: 2025.03.06 MITTAL 14:20:10 +05'30'

We request you to take the above information on record and the same be treated as compliance under the applicable provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thanking You,

Yours faithfully

For SBEC Systems (India) Limited

Digitally signed HIMANI by HIMANI MITTAL MITTAL Date: 2025.03.06 14:19:51 +05'30'

Himani Mittal Company Secretary & Compliance Officer

Encl: Annexure-A

Annexure-A

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Sr. Particulars Disclosures
No.
1 Name of the authority Hon’ble Supreme Court of India
2 Nature and details of the action(s) The Hon’ble Supreme Court has directed that the
taken, initiated or order(s) passed promoter group shall jointly and severally make a
public announcement to acquire shares of SBEC Sugar
Limited in accordance with the provisions of the SEBI
SAST Regulations, 2011 within a period of three months
from the date of this order and further directed that the
Promoter group shall, along with the offer price, pay
interest @ 10% p.a. from the date when the respondents
incurred the liability to make the public offer till the date
of payment of consideration, to the stakeholders who
were holding shares of the target company on the date of
violation and whose shares are accepted in the open
offer, after adjustment of dividend paid, if any.
3 Date of receipt of direction or order, 06 [th] March, 2025
including any ad-interim or interim
orders, or any other communication
from the authority
4 Details of the During the quarters ending June, 2014 and September,
violation(s)/contravention(s) 2014 that the shareholding/voting rights of the Promoter
committed or alleged to be Group had increased from 54.46% (2, 59, 51,083 shares]
committed as on June 30, 2014 to 63.86% (3,04,32,117 shares) as
on September 30, 2014. The Said acquisition were done
by promoters (i.e. Moderate Leasing) in Capital Services
Ltd. and A to Z Holdings Pvt, Ltd.) during August 25,
2014 to September 16, 2014, hence the shareholding of
the entire promoter group increased from 54.46% to
63.86%. It is further informed that one of the promoters,
Moderate Leasing and Capital Services Limited had also
acquired 1.31% shares of SBEC during March 18, 2015
to March 23, 2015, which further increased the
shareholding of the Promoter Group to 65.17%. On 17 [th]
September, 2018, the SEBI in exercise of powers
conferred under Sections 11 & 11B read with Section 19
of the SEBI Act, 1992 and regulation 32 of the Takeover
Regulations, 2011, issued the directions to the Promoter
Group of the Company, to make jointly or severally, a
public announcement to acquire shares of the Target
Company in accordance with the provisions of the
Takeover Regulations, 2011, Within a period of 45 days
from the date of the order.
5 Impact on financial, operation or N.A.
other activities of the listed entity,
quantifiable in monetary terms to the
extent possible
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HIMANI Digitally signed by HIMANI MITTAL Date: 2025.03.06 MITTAL 14:20:33 +05'30'