Shri Dinesh Mills Ltd. — Capital/Financing Update 2021

Nov 8, 2021

REGD. OFFICE : Near lndiabulls Mega Mall, Akota Road, Vadodara - 390 020. Gujarat, lndia. Tel. : (0265) 2960060/61162163164, Mobile : 99740 05975 Website : vrrww.dineshmills.com, CIN : L1711OGJ1935P1C000494

Date: 8th November, 2021

Bv Online

Corporate Relation DePartment, BSE Limited '1st Floor, Rotunda Building, Dalal Street, Mumbai - 400 ⁰⁰¹

Dear Sir/Madam

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and _DisclosureRequirements) n"Srt"tion",2O1S read with sEBl circular No. ICIR/CFD/GMD/4/20151 dated September 9, 2015 ('SEBI Listing Regulations")

This is to inform you that, Stellent Chemicals lndustries Limited (havlng rts registered office address at P O Box No. 2501, Padra Road, vadodara 3goo2o, Guiarat, /nd,a), a wholly owned Subsidiary .("woslAcquirer 1") of Shri Dinesh Milts Limited along with Mccean Rohco Holdings LLC, USA (having its registered office address at igto Harvard Ave, Newburgi Heights, Ohio 44105, USA\ ("Acquirer 2") have executed a. Share Purchase nlre"ment dated Novembir l8l,-2021 (he "SPA") to acquire 1oo% shareholding held by the existing s-tiaiefrotOers (,Sale Strares") oi Chem-Veise Consultants (lndia) Private Limited ("CVC') (having its Registered Of,"" "t ptoi No.Z+, panvel lndustrial Estate, New Panvel, Raigarh, 410206, Maharashtra, lndia) (the "Transaction".

Subject to the provisions of the SPA, Acquirer 1 and the AcqL,irer 2 shall purchase the Sale Shares in three tranthes i.e. (a) Tranche I tantamounting io fifty-one percent (51%) of the share capital during F_ Y.2021-2022' iOj irr*f," lt iantamounting to fifteen percent (15%) during F.Y.2022-2023 and (c) Tranche lll tantamounting to thirtyjour percent (34%) during F . Y .2023-2024

Upon completion of the 1OO% acquisition, WOS would hold 51% and the balance 49% would be held by Acquirer 2. Shri Dinesh Mills Limited will fund the tranche wise acquisition through WOS'

The Tranche I purchase price would not exceed Rs. 10,41 ,2 1,460 (Rupees ten crores forty-one lakh twenty-one thousand four'hundred ind sixty only) during F.Y.2021-2022 out of which, proportionate cost of Tranche I by WOS would not exceed Rs.5,30,84, iso/-. ThL Tranche ll purchase price and the Tranche lll purchase price will be determined in accordance with the provisions of the SPA

The Company will make suitable disclosure to the BSE Limited, upon the completion of relevant tranche wise acquisition of CVC by the WOS.

The relevant particulars as required to be disclosed as per the SEBI Listing Regulations are provided in Annexure - A hereto.

We request you to please take note of the above. Thanking you. .i Yours faithfully, For SHRI DINESH MILLS LIMITED,

J. B. SOJITRA ,;-, coMPANY SECRETARY r,li..-.' Encl.: As stated above o

REGD. OFFICE : Near lndiabulls Mega Mall, Akota Road, Vadodara - 390 020. Gujarat, lndia. Tel. : (0265) 2960060/61162163164, Mobile : 99740 05975 Website : vrrvrryv.dineshmills.com, CIN : L17 11OGJ1935P1C000494

Annexure A

Disclosure under SEBI Listing Regulations

a) Namfii the target entity, details in brief suchas size, turnover etc';	i) Name of the Target: "Chem-Verse Consultants (lndia) Pvt Ltd (CVC)'" (Target)
	ii) Details of the Target: Pvt Ltd (CVC) is Chem-Verse Consultants (lndia) manufacturing and marketing of superior quality gamut of industrial lubricants, specialty chemicals and aerosols sprays.
	The details of the turnover etc. for the FY 2020-21 are as under:
	Sales: Rs.1 078.34 Lakhs Net Profit. Rs. 84.86 Lakhs
O; Wnetner the acquisition would fall within relatedparty transaction(s) and whether the promoter/promoter group/ group companies have any interest in the entity being acquired? lf yes, natureof interest and details thereof and whether the same is done at "arms-length";	No.
c) lndustry to which the entity being acquired belongs;	Chemicals
O; OOlects and effects of acquisition (including but not limited to, disclosure of reasons for acquisitionof target entity, if its business is outside the main line of business of the listed entitY);	This acqutsitton would give entry into new line of business i.e chemicals with the technical know how of the target
e) Brief details of any governmental or regulatoryapprovals required for the acquisition;	NO
f) lndicative time period for completion of the acquisition;	On or before 31't March,2024 subject to the fulfillment of the tranche wise condition precedent
g tlature of consideration - whether cash consideration or share swap and details of the same'	Cash transaction. o I I
	o lnes

h) Cost of acquisition or the price at which theshares are acquired;	Subject to conditions precedent and adjustment to the enterprise valuation: 1. The proportionate cost of Tranche 1 Acquisition by WOS - Stellent Chemicals would not exceed Rs. 5,30,84,1501- (Rupees five crores thirty lakhs eighty-four thousand one hundred and fifty). 2. The proportionate cost of Tranche ll acquisitions would be known only after completion of financial year 2021-22 and 3. The proportionate cost of Tranche lll acquisitions would be known only after completion of financial year 2022-23
i) Percentage of shareholding / control acquiredand / or number of shares acquired;	Stellent Chemicals lndustries Limited, a wholly owned subsidiary of the Company, has agreed to acquire 51% shares of the promoters of the Target in Tranche l, Tranche !l and Tranche lll.
j) Brief background about the entity acquired in terms of products/line of business acquired, date ofincorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	Brief background: Chem-Verse Chemicals (lndia) Private Limited is engaged in the manufacturing and marketing of superior quality gamut of industrial lubricants, specialty chemicals and aerosols sprays.
	Line of business: Chemicals and other products.
	Date of incorporation: 27th December,2000
	Sales Turnover of last 3 years: FY. 2018-19: 1718.15 Lakhs FY. 2019-20: 1755.65 Lakhs FY 2020-21'. 1078.34 Lakhs
	Country in which the acquired entity has presence: INDIA

For SHRI DINESH MILLS LIMITED,

'-:- 4-\'-''

J. B. SOJITRA COMPANY SECRETARY