MITCON/Secretarial/2022-23/24

Friday, 14th October, 2022

To,

Listing Department,

National Stock Exchange of India Limited,

Exchange Plaza, Bandra Kurla Complex,

Bandra (East), Mumbai - 400 051

Re: Intimation to the stock exchange under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015

This is to inform you that the Board of Directors of the Company at its Meeting held on 14th October, 2022 had approved induction of Joint Venture Partner in Mitcon Nature Based Solutions Pvt Ltd (Investee Company), and in this regard, authorised execution of Share Subscription and Shareholders Agreement, for facilitating further investment by the Company and Joint Venture Partners.

Part of the Investment proposed to be made by the Company in Investee Company, would be used by the Investee Company for acquiring 100% equity stake in Mahogany Vishwa Agro Private Limited (Target Company)

The disclosures pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Para A of Part A of Schedule III of the aforesaid regulations are mentioned in below table:

  1. Induction of Joint Venture Partner and further investment in Investee Company:

1.

Name of the target entity, details in

M/s MITCON Nature Based Solutions Limited, a wholly owned subsidiary

brief such as size, turnover etc.;

('Investee Company) incorporated on September 15, 2022

Turnover - N.A.

2.

Whether the acquisition would fall

The proposed investment in the Investee entity by the Company would be a related

within related party transaction(s) and

party transaction between the Company and its subsidiary.

whether

the promoter/

promoter

No interest of any Promoter / Promoter group entity

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";

3.

Industry to which the entity being

Agro and allied forestry

acquired belongs;

4.

Objects and effects of acquisition

As per Share Subscription and Shareholder Agreement proposed to be executed, Mr.

(including but not limited to,

Bhagatsing Manohar Shelke, Ms. Sonali Bhagatsing Shelke and Mr. Ganesh Madhav

disclosure of reasons for acquisition of

Haral, would be introduced as 50% Joint Venture Partners in Investee Company.

target entity, if its business is outside

The Company shall make further investment of up to Rs. 10 Crores in Convertible

the main line of business of the listed

entity);

Securities of the Investee Company in tranches.

5.

Brief details of any governmental or

None

regulatory approvals required for the

acquisition;

6.

Indicative time period for completion

Within 10 business days, subject to completion of closing conditions.

of the acquisition;

7.

Nature of consideration - whether

Cash

cash consideration or share swap and

details of the same;

8.

Cost of acquisition or the price at

NA

which the shares are acquired;

9.

Percentage of shareholding / control

Introduction of Joint venture partner and further investments by both parties, shall

acquired and / or number of shares

result in the Company and JV Partners holding 50% equity stake each in the Investee

acquired;

Company.

10.

Brief background about the entity

The Investee Company was incorporated on September 15, 2022 with a view to

acquired in terms of products/line of

engage in the field of education of the impact of greenhouse gases and providing

business

acquired,

date

of

offsets to emissions through Nature Based Solutions in the areas of forestry,

incorporation, history of last 3 years

agriculture including agro forestry and horticulture, grasslands, wetlands, blue

turnover, country in which the

Carbon, peat lands etc.

acquired entity has presence and any

Since the Investee company was incorporated on September 15, 2022, the details of

other significant information

(in

brief);

past turnover etc. are Nil.

  1. Acquisition of 100% Equity Stake by Investee entity in Target entity:

1

Name of the target entity, details in

Mahogany Vishwa Agro Private Limited (Target Entity). Brief financial details of

brief such as size, turnover etc.;

Target entity:

For financial details, refer point no. 10

2.

Whether the acquisition would fall

No

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";

3

Industry to which the entity being

Agro and allied forestry

acquired belongs;

4

Objects and effects of acquisition

MITCON Nature Based Solution Pvt Ltd shall acquire 100% equity stakes held by

(including but not limited to,

Mr. Bhagatsing Manohar Shelke, Ms. Sonali Bhagatsing Shelke and Mr. Ganesh

disclosure of reasons for acquisition of

Madhav Haral at an aggregate consideration of Rs. 2 Crores.

target entity, if its business is outside

The Target Company is engaged in the business of Green chemistry, Agro-forestry,

the main line of business of the listed

entity);

Agro-products and other allied forestry. Providing E2E i.e. concept to

commissioning sustainable, environmental friendly solutions which will include Pre-

investment consulting services, Basic & detailed Engineering Services, Project

management consulting services, Technical audits, and EPCM / EPC solutions. The

proposed acquisition shall enable Investee Company to promotes sustainability and

acquiring stake in the Investee entity will not only provide platform for diversified

business activity but also it is aligned to the object of the company thereby working

for the protection of the environment and leaving the same for the upcoming

generations too.

5

Brief details of any governmental or

None

regulatory approvals required for the

acquisition;

6

Indicative time period for completion

Within 10 business days, subject to completion of closing conditions.

of the acquisition;

7

Nature of consideration - whether

Cash

cash consideration or share swap and

details of the same;

9

Percentage of shareholding / control

100%

acquired and / or number of shares

acquired;

10

Brief background about the entity

The Target Company was established on 25th January, 2019.

acquired in terms of products/line of

The Target Company is engaged in the business of Green chemistry, Agro-forestry,

business

acquired,

date

of

Agro-products and other allied forestry. Providing E2E i.e. concept to

incorporation, history of last 3 years

commissioning sustainable, environmental friendly solutions which will include Pre-

turnover, country in which the

investment consulting services, Basic & detailed Engineering Services, Project

acquired entity has presence and any

management consulting services, Technical audits, and EPCM / EPC solutions.

other significant information

(in

brief);

Last 3 years' turnover:

2021-22: Rs. 563.92 lacs

2020-21: Rs. 224.21 lacs

2019-20: Rs. NIL

The Target Company has presence in India only.

For MITCON Consultancy & Engineering Services Limited

ANKITA AGARWAL

Digitally signed by ANKITA AGARWAL DN: c=IN, o=Personal, pseudonym=133053819996955572Y8L5PGaDbueSfB, 2.5.4.20=b402e5a6b404939fcb3d68f61cb575f6bf6b3e8fad8 f25d46993b0c5184b7704, postalCode=700028, st=West Bengal, serialNumber=08781d62a0271a8c8f8d0e209a04d5cc6f318 68515bd69e0445cf5ebe49d4061, cn=ANKITA AGARWAL Date: 2022.10.14 19:18:15 +05'30'

Ms. Ankita Agarwal Company Secretary

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MITCON Consultancy & Engineering Services Ltd. published this content on 14 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 October 2022 14:02:00 UTC.