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Usha Martin Ltd. Capital/Financing Update 2024

Dec 6, 2024

60724_rns_2024-12-06_32cd8af4-44b5-4b92-8830-92b6004e5526.pdf

Capital/Financing Update

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Date : 6[th] December, 2024

The Secretary The Manager Societe de la Bourse de Luxembourg The BSE Limited National Stock Exchange of India Ltd 35A Bouleverd Joseph II Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, L-1840, Luxembourg Dalal Street Plot No.C/1, G Block, [Scrip Code: US9173002042] Mumbai – 400 001 Bandra Kurla Complex, Bandra [Scrip Code:517146] Mumbai – 400 051 [Symbol: USHAMART]

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 read with Para A, Part A, Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we hereby inform that Usha Martin Americas Inc. (hereinafter referred to as “UMAI”), a wholly owned subsidiary of the Company in the United States of America has entered into an Agreement to acquire 2.02% of the share capital of Usha Siam Steel Industries Public Company Limited (hereinafter referred to as “USSIL”), a subsidiary of the Company from Kobelco Wire Company Limited. Subsequent to the acquisition of the said shares by UMAI, USSIL shall become a step - down wholly owned subsidiary of the Company.

The intimation of the execution of the aforementioned Agreement was received by the Company at 09:16 am today.

The relevant information as required under Regulation 30 and Schedule III of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024 is annexed herewith as Annexure A.

Yours faithfully, For Usha Martin Limited

Digitally signed by MANISH MANISH AGARWAL AGARWAL Date: 2024.12.06 17:23:27 +05'30'

Manish Agarwal Company Secretary & Compliance Officer

Encl: as above

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Annexure A

Information required under Regulation 30 of Listing Regulations read with the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024, pertaining to acquisition:


Circular

No. SEBI/HO/CFD/PoD2/CIR/P/01

5

5 dated 11thNovember 2024, pertaining to acquisition
Sr. No. Particulars Details
1. Name of the target entity,
details in brief such as size,
turnover etc.
Name of the target entity: Usha Siam Steel
Industries Public Company Limited (“USSIL”)
Details as at 30thSeptember, 2024
Turnover:Baht 735.32 million
PAT:Baht 21.40 million
Net worth:Baht 886.55 million
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”
USSIL is a subsidiary of Usha Martin Limited (“UML”)
wherein UML is holding 92.31%, Usha Martin
Singapore Pte Limited, a wholly owned subsidiary of
UML holds 5.67% and Kobelco Wire Company
Limited, a non-related entity holds 2.02%.
Usha Martin Americas Inc., (“UMAI”) a wholly owned
subsidiary of UML proposes to acquire the entire
shareholding of Kobelco Wire Company Limited in
USSIL.
The proposed transaction is not a related party
transaction.
None of the promoter / promoter group / group
companies have anyinterest in the said acquisition.
3. Industry to which the entity
being acquired belongs
USSIL is in the business of manufacturing and sales
of steel wire and wire rope products.
4. Objects
and
impact
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)



Purchase of shares is in the ordinary course of
business.
Post this acquisition, USSIL will become a step-down
wholly owned subsidiary of UML.
5. Brief details of any governmental
or regulatory approvals required
for the acquisition
NA
6. Indicative
time
period
for
completion of the acquisition
Tentatively by 15thDecember’2024
7. Consideration – whether cash
consideration orshare swap or
any other form and details of the
same
Cash Consideration

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Sr. No. Particulars Details
8. Cost of acquisition and/or the Cost of acquisition is approx. Baht 14.25 million
price at which the shares are
acquired
9. Percentage of shareholding / 2,89,595 equity shares i.e. 2.02% shareholding held
control acquired
and
/
or
by Kobelco Wire Company Limited in USSIL.
number of shares acquired
10. Brief background about the USSIL was incorporated on 22ndMay 1980 in
entity acquired in terms of Thailand
products/line
of
business
acquired,
date
of USSIL is in the business of manufacturing and sales
incorporation, history of last 3 of steel wire and wire rope products.
years turnover, country in which
the
acquired
entity
has Last 3 years turnover of USSIL:
presence
and
any
other
significantinformation (in brief) Year ended 31stMarch 2024 – Baht 1,528.64 million
Year ended 31stMarch 2023 – Baht 1,821.20 million
Year ended 31stMarch 2022 – Baht 1,631.88 million.