KDDL : Amalgamation/Merger

KDDL Limited

Kamla Centre, SCO 88-89, Sector 8-C, Chandigarh - 160 009, INDIA. Tel: [phone]

Fax: [phone], Website:www.kddl.com CIN-L33302HP1981PLC008123

Ref: KDDL/CS/2022-23/ 66	Date: 2nd December, 2022
National Stock Exchange of India Limited,	BSE Limited,
Exchange Plaza, C-1, Block G, Bandra Kurla Complex,	Phiroze Jeejeebhoy Towers,
Bandra, Mumbai - 400 051	Dalal Street, Mumbai - 400001
Trading Symbol : KDDL	Scrip Code :	532054

Subject: Intimation under regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") for the amalgamation of Wholly Owned Subsidiary Company with Holding Company

Dear Sir/ Madam,

Please be informed that National Company Law Tribunal, Chandigarh Bench has approved the amalgamation of "Satva Jewellery and Design Limited", a wholly owned subsidiary Company with "KDDL Limited", holding Company.

The details, as required under Regulation 30 read with Schedule Ill to the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SEBI Circular dated 9th September 2015, are provided hereunder:

Sr.	Information	Details
No.
A	Name of the entity(ies) forming part of the	Transferor Company :"Satva Jewellery and Design
	amalgamation/merger, details in brief such as, size,	Limited
	turnover etc.;
		Other Income ( 2021-22) : Rs. 6.50 lacs
		Transferee Company :"KDDL Limited"
		Turnover ( 2021-22) : INR 21,796.13 lacs
		Other Income	: INR 551.07 lacs
B	Whether the transaction would fall within related party	The Transferor Company is a wholly owned subsidiary of
	transactions? If yes, whether the same is done at "arms	the Transferee Company and as such related party to each
	length";	other.
		However, the Ministry of Corporate Affairs had clarified
		vide its General Circular No. 30/2014 dated 17th July 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 transactions 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 Scheme.

C	Area of business of the entity(ies);	Transferor Company: "Satva Jewellery and Design Limited"
		To carry on the business of manufacturer, assemblers,
		fabricators, retailers, distributors, exporters, importers, buyers,
		dealers, designers, traders and consignment agent, C & F agent
		by normal channels of E-commerce, all types of jewellery items
		and goods and articles or articles, stone setting of any kind on
		any materials including real diamonds and gem stones, Crystals
		and glass products, accessories, artificial jewellery or real
		jewellery made of precious metal, alloys or precious stones or
		other precious articles or surfaces, non-precious material,
		natural or man made materials of all kinds.
		Transferee Company: "KDDL Limited"
		Manufacturing of watch components (watch dials and watch
		hands), precision engineering components and press tools.
D	Rationale for amalgamation/ merger;	a) Transferor Company is a wholly owned subsidiary of KDDL
		Limited.
		b) Strengthened leadership in the Industry, in terms of the asset
		base, revenues, product range, production volumes and
		market share of the combined entity. The amalgamated entity
		will have the ability to leverage on its large asset base and
		vast pool of intellectual capital, to enhance shareholder value.
E	In case of cash consideration - amount or otherwise	NA
	share exchange ratio;
F	Brief details of change in shareholding pattern (if any)	NA
	of listed entity.

Kindly take the same on record.

Thanking you,

Yours truly

For KDDL Limited

Brahm Prakash Digitally signed by

Brahm Prakash

Kumar Kumar

Brahm Prakash Kumar

Company Secretary