Usha Martin Ltd. — Capital/Financing Update 2024

Jan 15, 2024

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January 15, 2024

The Secretary National Stock Exchange of India Ltd Plot No C/1, G Block Bandra Kurla Complex, Bandra (E), Mumbai- 400051 [Symbol: USHAMART]

The Secretary Societe de la Bourse de BSE Limited Luxembourg 35A Phiroze Jeejeebhoy Bouleverd Joseph II L- Towers, Dalal Street 1840, Luxembourg Mumbai- 400001 [Scrip Code: [Scrip Code: 517146] US9173002042]

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 Siam Steel Industries Public Company Limited (hereinafter referred to as “ USSIPCL ”), a subsidiary of the Company in Thailand has entered into an Agreement today to acquire 50% of the share capital of Tesac Usha Wirerope Company Limited (hereinafter referred to as “ TUWCL ”), a step-down joint venture of the Company from Kobelco Wire Company Limited.

The relevant information as required under Regulation 30 and Schedule III of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July 2023 is annexed herewith as Annexure A .

Yours sincerely, For Usha Martin Limited

SHAMPA Digitally GHOSH signed by SHAMPA RAY GHOSH RAY

Shampa Ghosh Ray Company Secretary

Encl : as above

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Annexure A

Information required under Regulation 30 of SEBI LODR Regulations read with the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, pertaining to acquisition:

Sl. No.	Particulars		Details
1.	Name of the target entity, details in brief such as size, turnover etc.		Name of the target entity: Tesac Usha Wirerope Company Limited (“TUWCL”) Details as at 31stDecember 2023 Turnover:Baht 129.05 million PAT:Baht (19.80) million Net worth:Baht 148.91 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”		TUWCL is a joint venture between Kobelco Wire Company Limited (50%), USSIPCL (~49.9%) and Usha Martin Singapore Pte Limited, a wholly owned subsidiary of the Company in Singapore (~0.1%). The proposed acquisition of equity shares of TUWCL by USSIPCL from Kobelco Wire Company Limited is not a related party transaction. None of the promoter / promoter group / group companies have any interest in the said acquisition.
3.	Industry to which the entity being acquired belongs		Manufacturing of Wire Ropes
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, TUWCL will become a subsidiary of USSIPCL and a step-down subsidiary of the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition		NA
6.	Indicative time period for completion of the acquisition		31stJanuary 2024
7.	Consideration – whether cash consideration orshare swap or any other form and details of thesame		Cash Consideration

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Sl. No.	Particulars	Details
8.	Cost of acquisition and/or the price at which the shares are acquired	Cost of acquisition is Baht 74.45 million
9.	Percentage of shareholding / control acquired and / or number of shares acquired	12,50,000 equity shares i.e. 50% shareholding held by Kobelco Wire Company Limited in TUWCL
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 significantinformation (in brief)	TUWCL was incorporated on January 29, 2013 in Thailand as Joint Venture between USSIPCL and Tesac Wirerope Company Limited. Tesac Wirerope Company Limited was merged with Shinko Wire Company Limited in 2017. Later Sinko Wire Company Limited changed its trade name to Kobelco Wire Company Limited w.e.f. 1stJanuary 2021. TUWCL is in business of manufacturing of Wire Ropes. Last 3 years turnover of the company: Year ended 31stMarch 2021 – Baht 200.93 million Year ended 31stMarch 2022 – Baht 194.19 million Year ended 31stMarch 2023–Baht 245.08 million.

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