Sunteck Realty Ltd — M&A Activity 2022

Nov 10, 2022

Sunteck Realty Ltd.

==> picture [123 x 48] intentionally omitted <==

Date: 10[th] November, 2022

National Stock Exchange of India Ltd Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 Symbol: SUNTECK

BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 Scrip Code: 512179

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), we wish to inform you that the Board of Directors of the Company, at its meeting held today, has approved the Scheme of Amalgamation ("Scheme") under the provisions of Section 230 to 232 of the Companies Act, 2013 for the amalgamation of Starlight Systems (I) Private Limited, a wholly owned subsidiary of the Company, with the Company. The Scheme is subject to necessary statutory and regulatory approvals.

The disclosure in respect of the aforesaid Scheme as required under Regulation 30 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is attached as Annexure- A.

Request you to take the same on record.

Thanking You. For Sunteck Realty Limited

RACHANA VIPUL Digitally signed by RACHANA VIPUL HINGARAJIA HINGARAJIA Date: 2022.11.10 19:15:04 +05'30'

Rachana Hingarajia Company Secretary Encl: a/a

5[th] Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (East), Mumbai 400057. Tel: +91 22 4287 7800 Fax: +91 22 4287 7890

Website: www.sunteckindia.com CIN: L32100MH1981PLC025346 Email Id: cosec@sunteckindia.com

Sunteck Realty Ltd.

==> picture [123 x 48] intentionally omitted <==

Annexure-A

Sr. No.	Particulars		Description	Description	Description
1.	Name of the entity(ies) forming part of the amalgamation/ merger, details in brief such as, size, turnover etc.		Scheme of Amalgamation involving: Transferor Company: Starlight Systems (I) Private Limited Transferee Company: Sunteck Realty Limited The entire issued, subscribed and paid up Capital of the Transferor Company is held directly/ indirectly by the Transferee Company. (Rs. in Crs) Particulars Networth as on 30-09-2022 Turnover as on 30-09-2022 Transferor Company 634.97 35.74 Transferee Company 1910.51 63.82
			Particulars	Networth as on 30-09-2022	Turnover as on 30-09-2022
			Transferor Company	634.97	35.74
			Transferee Company	1910.51	63.82
2.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"		The Transferor Company is a wholly-owned subsidiary of the Transferee Company and as such related party to each other. However, the Ministry of Corporate Affairs has clarified vide its General Circular No. 30/2014 dated July 17, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013. Further, pursuant to Regulation 23(5)(b) of the Listing Regulations, the related party transaction provisions are not applicable to the proposed Scheme.
3.	Area of business of the entity(ies)		Transferee Company is in the business of real estate development of residential and commercial premises. Transferor Company is in the business of real estate construction/ real estate development and incidental services.
4.	Rationale for amalgamation/ merger		The amalgamation of the Transferor Company with the Transferee Company would include the following benefits:  Cost savings through legal entity rationalisation;  Simplification of group structure;  Reduction of administrative responsibilities, multiplicity of records and legal & regulatory compliances; and  Operational synergies resulting in cost optimization.

5[th] Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (East), Mumbai 400057. Tel: +91 22 4287 7800 Fax: +91 22 4287 7890

Website: www.sunteckindia.com CIN: L32100MH1981PLC025346 Email Id: cosec@sunteckindia.com

Sunteck Realty Ltd.

==> picture [123 x 48] intentionally omitted <==

Sr. No.	Particulars	Description
5.	In case of cash consideration - amount or otherwise share exchange ratio;	There is no cash consideration involved. The Transferor Company is a wholly-owned subsidiary of the Transferee company and the entire share capital of the Transferor company is held directly/ indirectly by the Transferee Company. Accordingly, upon coming into effect of the Scheme, there will be no issue and allotment of shares as consideration for the Scheme.
6.	Brief details of change in shareholding pattern (if any) of listed entity.	There will be no change in the shareholding pattern of the Company pursuant to the Scheme, as no shares are being issued by the Company in connection with the Scheme.

RACHANA Digitally signed by RACHANA VIPUL VIPUL HINGARAJIA Date: 2022.11.10 HINGARAJIA 19:16:58 +05'30'

5[th] Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (East), Mumbai 400057. Tel: +91 22 4287 7800 Fax: +91 22 4287 7890

Website: www.sunteckindia.com CIN: L32100MH1981PLC025346 Email Id: cosec@sunteckindia.com