TCC CONCEPT LIMITED — Capital/Financing Update 2024

Aug 23, 2024

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August 23, 2024

To BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001 Scrip Code: 512038

Ref.: Intimation dated 23 August, 2024 regarding Allotment of Securities and Completion of Acquisition of Natural Environment Solutions Private Limited (“NES”).

Sub.: Revised Intimation by correcting the typographical error.

Dear Sir/Madam,

In accordance with the reference and the subject matter, and pursuant to Regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) we wish to inform you that the Board of Directors of the Company has approved the allotment of equity shares through Circular Resolution passed effective Friday, 23 August, 2024 and the details of the same are as follows:

• 1) 1,29,38,448 equity shares of TCC Concept Limited (“the Company”) having face value of Rs. 10 each at an issue price of Rs. 352 per share on preferential basis by swap against 15,702 Equity Shares of Natural Environment Solutions Private Limited at a ratio of 824:1 to the 122 equity shareholders (including person belong to member of Promoter/ Promoter Group of the Company) of Natural Environment Solutions Private Limited, in accordance with the special resolution passed by the shareholders in the Extra-ordinary General Meeting of the Company held on 7 August, 2024 and in respect of which In-principal approval received from BSE Limited vide its letter dated 22 August, 2024 and in accordance with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

In accordance with Clause 2 of the Share SWAP Agreement, the Board of Directors of Natural Environment Solutions Private Limited (“NES”) has approved the transfer of 15,702 equity shares from 122 investors to TCC Concept Limited. As a result, NES has become a 98.78% subsidiary of the company.

The details required to be disclosed pursuant to circular dated 9 September 2015 bearing reference no. CIR/CFD/CMD/4/2015 and SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13 July 2023 issued by Securities and Exchange Board of India is annexed as Annexure-1 .

Kindly take the same on records.

Thanking you, For TCC Concept Limited

Umesh Digitally signed by Umesh Kumar Sahay Date: 2024.08.23 23:15:20 Kumar Sahay +05'30' Umesh Kumar Sahay Managing Director (DIN: 01733060)

TCC Concept Limited

(Formerly known as Aaswa Trading and Exports Limited)

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Cont.: +91 86004 61900

Email Id: compliance@tccltd.in I Website: www.tccltd.in

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Annexure-1

THE DETAILS PURSUANT TO MASTER CIRCULAR NO. SEBI/HO/CFD/POD2/CIR/P/2023/120 DATED 11 JULY, 2023 AND SEBI CIRCULAR NO. SEBI/HO/CFD/CFD-POD-1/P/CIR/2023/123 DATED 13 JULY, 2023 ISSUED BY SECURITIES AND EXCHANGE BOARD OF INDIA IS ANNEXED AS FOLLOWS:

TABLE I: DETAILS OF ACQUISITION (INCLUDING AGREEMENT TO ACQUIRE):

Sr. No.	Particulars	Details
1	Name of the target entity, details in brief such as size, turnover etc.;	Name: Natural Environment Solutions Private Limited (‘NES’) Authorized Share Capital: Rs. 2,00,000 (Rupees Two Lakh Only) divided into 20,000 Equity shares of Rs. 10 each. Paid-Up Share Capital: Rs. 1,58,950 (Rupees One Lakh Fifty Eight Thousand Nine Hundred and Fifty Only) divided into 15,895 Equity shares of Rs. 10 each. Net worth as on 13.07.2024: Rs. 170.95 Cr. Turnover as on 31.03.2023: Nil
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 falls within related party transaction. Yes, the promoter/ promoter group/ group companies are interested in the entity. Nature of Interest: The Promoters has also acquired equity shares under preferential issue by way of Swap of Equity Shares. The Company has acquired 15,702 equity share at Rs. 2,90,048 per shares (including premium of Rs. 2,90,038 per equity share) by way of swap of share. Yes, transaction is done at “arm’s length” as per the price arrived based of Valuation report received from Registered Valuer.
3	industry to which the entity being acquired belongs;	Data Centre
4	objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target	The object of company is to takeover NES whose business activities are strategically suitable in accordance with Company’s businessplan.

TCC Concept Limited

(Formerly known as Aaswa Trading and Exports Limited) Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Cont.: +91 86004 61900

Email Id: compliance@tccltd.in I Website: www.tccltd.in

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	entity, if its business is outside the main line of business of the listed entity);	The impact of this acquisition by issue of new shares, is increasing the wealth of the Shareholders and other stake holders. Reason for acquisition of target entity is to expand/ diversify the business of company in the field of Data Centre Industry.
5	brief details of any governmental or regulatory approvals required for the acquisition;	Not Applicable except Company has taken necessary in principle approval of BSE Limited as per provision of SEBI(ICDR)Regulations,2018.
6	indicative time period for completion of the acquisition;	Completed.
7	consideration - whether cash consideration or share swap or any other form and details of the same;	Share swap. The Company has issued 824 equity shares against each share of NES
8	Cost of acquisition and/or the price at which the shares are acquired	Rs. 455,43,33,696 15,702 equity share at Rs. 2,90,048 per shares (including premium of Rs. 2,90,038per equity)
9	percentage of shareholding / control acquired and / or number of shares acquired;	Percentage of share acquired: 98.78% Number of shares acquired: 15,702 Equity shares
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);	Brief Background: NES is creating its niche position in the fastest growing India data center industry and setting up 5 MW capacity Data center at Hinjewadi, Pune and overnext 3 years, NES plans to set up and/ or operate more than 100 MW Data center capacity in India. NES has developed their skill set over couple of years of experience in building data center related infrastructure.NES has also developed certain unique designs whichcouldcreate Mini Data centers to meet the demands of Edge Computing and making those data centers closer to the source so that to provide best data experiences to the consumers. Date of Incorporation: 2 February, 2017 Last 3 Years Turnover: FY 2022-23 - Nil FY 2021-22 - Nil FY 2020-21 - Nil Presence and Incorporation: India

TCC Concept Limited

(Formerly known as Aaswa Trading and Exports Limited)

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Cont.: +91 86004 61900 Email Id: compliance@tccltd.in I Website: www.tccltd.in