Yarn Syndicate Ltd. — Capital/Financing Update 2023

Sep 30, 2023

YARN SYNDICATE LIMITED

CIN: L51109WB1946PLC013842

Regd. Office: 86/2/4, S N Banerjee Road 1[st] Floor, Flat No. 2, Kolkata, West Bengal - 700 014

E-mail: ysl@yarnsyndicate.in

Date : 30[th] September, 2023

To, BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001.

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 and 30A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in addition to outcome of Board Meeting held on Friday, 2 ~~9~~ [th] September, 2023. Ref: Security Id: YARNSYN / Scrip Code: 514378

Pursuant to Regulation 30 and 30A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in addition to outcome of Board Meeting held on Friday, 29[th] September, 2023, at the corporate office of the Company situated at Shop No. 128 Supemall-2 GH-0 Circle, Infocity, Gandhinagar, Sector 7, Gujarat – 382 007, we hereby inform you that the Board of Directors, inter-alia had considered and approved the execution of Share Subscription and Shareholders Agreement between M/s. Stitched Textiles Limited, Ahmedabad, (hereinafter referred as “First Party” ) and our Company i.e. M/s. Yarn Syndicate Limited, Kolkata (hereinafter referred as “Second Party” ), pertaining to subscription, allotment and issuance of 6,30,00,000 Equity shares at Rs. 3.15/- per share by way of investment of Rs. 19,84,50,000/- by our Company in M/s. Stitched Textiles Limited.

The details as required under SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are given in Annexure - A .

Kindly take the same on record and oblige us.

Thanking You.

For, Yarn Syndicate Limited

RAVI Digitally signed by RAVI NIRANJAN NIRANJAN PANDYA Date: 2023.09.30 PANDYA 17:50:42 +05'30' Ravi Pandya Managing Director DIN: 09509086

Encl. As above.

YARN SYNDICATE LIMITED

CIN: L51109WB1946PLC013842

Regd. Office: 86/2/4, S N Banerjee Road 1[st] Floor, Flat No. 2, Kolkata, West Bengal - 700 014

E-mail: ysl@yarnsyndicate.in

Annexure – A

Details with respect to Share Subscription and Shareholders Agreement entered between M/s. Stitched Textiles Limited, Ahmedabad and M/s. Yarn Syndicate Limited, Kolkata

Sr. No.	Particulars	Details**
1.	If the listed entity is a party to the agreement i. details of the counterparties (including name and relationship with the listed entity)	M/s. Stitched Textiles Limited, Ahmedabad, (hereinafter referred as“First Party”) And M/s. Yarn Syndicate Limited, Kolkata (hereinafter referred as“Second Party”)
2.	If listed entity is not a party to the agreement i. name of the party entering into such an agreement and the relationship with the listed entity ii. details of the counterparties to the agreement (including name and relationship with the listed entity) iii. date of entering into the agreement	Not applicable
3.	Purpose of entering into the agreement	Share Subscription and Shareholders Agreement regarding subscription, allotment and issuance of 6,30,00,000 Equity shares at Rs. 3.15/- per share by way of investment of Rs. 19,84,50,000/- in M/s. Stitched Textiles Limited.
4.	Shareholding, if any, in the entity with whom the agreement is executed	Not applicable
5.	Significant terms of the agreement (in brief)	Share Subscription and Shareholders Agreement entered between M/s. Stitched Textiles Limited, Ahmedabad, (hereinafter referred as“First Party”) and our Company i.e. M/s. Yarn Syndicate Limited, Kolkata (hereinafter referred as“Second Party”), pertaining to subscription, allotment and issuance of 6,30,00,000 Equity shares at Rs. 3.15/- per share by way of investment of Rs. 19,84,50,000/- by our Company in M/s. Stitched Textiles Limited. Post issue of Equity shares, our Company will acquire 51% voting rights in M/s. Stitched Textiles Limited.
6.	Extent and nature of impact on management or control of the	A Director will be appointed in M/s. Stitched Textiles Limited by M/s. Yarn Syndicate Limited

YARN SYNDICATE LIMITED

CIN: L51109WB1946PLC013842

Regd. Office: 86/2/4, S N Banerjee Road 1[st] Floor, Flat No. 2, Kolkata, West Bengal - 700 014

E-mail: ysl@yarnsyndicate.in

E-mail: ysl@yarnsyndicate.in	E-mail: ysl@yarnsyndicate.in	E-mail: ysl@yarnsyndicate.in	E-mail: ysl@yarnsyndicate.in
	listed entity	and simultaneously a Director from M/s. Stitched Textiles Limited will be appointed in M/s. Yarn Syndicate Limited within 30 days of entering into this agreement
7.	Details and quantification of the restriction or liability imposed upon the listed entity	Not applicable
8.	Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship	Not applicable
9.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	Not applicable
10.	In case of issuance of shares to the parties, details of issue price,class of shares issued	6,30,00,000 Equity shares at Rs. 3.15/- per share of M/s. Stitched Textiles Limited to be issued and allotted to M/s. Yarn Syndicate Limited
11.	Any other disclosures, related to such agreements, viz, details of nominee on the Board of Directors of the listed entity, potential conflict of interest arising out of such agreements etc.	Not applicable
12.	In case of rescission, amendment or alteration, listed entity shall disclose additional details to the stock exchange(s) i. Name of parties to the agreement ii. Nature of the agreement iii. Date of execution of the agreement iv. Details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier) v. Reasons for rescission and impact thereof (including impact on management or control and on the restriction or liability quantified earlier)	Not applicable