precision camshafts limited ffi

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Precision Camshafts Limited (100% EOU Division) |-"cfri-.w Works : D-5,D-6,7,7-1, M I D C, Chincholi, Solapur413 255 ffi Date: 18th May, 2018 SEC/SE/N&B/MAY/2018 National Stock Exchange of India Limited "Exchange Plaza" 5th Floor, Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai -400051 NSE Scrip Code - PRECAM BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400001 BSE Scrip Code - 539636 Sub: Acquisition of 510/a Equity Shares of EMOSS Mobile Systems B.V., Netherlands through PCL (International) Holding B,V., Netherlands, a Wholly Owned Subsidiary of Precision Camshafts Limited (``PCL'') Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 we wish to inform you that ``PCL (International) Holding B.V., Netherlands" a Wholly Owned Subsidiary of Precision Camshafts Limited (``PCL") has acquired 51% Equity Shareholding in ``EMOSS Mobile Systems B.V., Netherlands." In this regard, please find enclosed herewith disclosure containing details pursuant to Regulation 30(6) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015 This is for your information and record Thanking you, Yours Truly For Precision Camshafts Limited Ravin Director and CFO Phone : +91-9168646531/32/33. Fax: 91 -217-2357645 .e-mall ; [email protected] .Website : www.pcllndia.in Regd. Office E-102/103 M.I.D.C., Akkalkot Road, Solapur413 006 CIN-L24231PN1992PLC067126

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Page 1: Precision Camshafts Limited ffi

Precision Camshafts Limited(100% EOU Division)

|-"cfri-.w Works : D-5,D-6,7,7-1, M I D C, Chincholi, Solapur413 255

ffiDate: 18th May, 2018

SEC/SE/N&B/MAY/2018

National Stock Exchange of IndiaLimited"Exchange Plaza" 5th Floor,

Plot No. C-1, G Block,Bandra Kurla Complex, Bandra (East),Mumbai -400051NSE Scrip Code - PRECAM

BSE Limited,Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai -400001BSE Scrip Code - 539636

Sub: Acquisition of 510/a Equity Shares of EMOSS Mobile Systems B.V.,Netherlands through PCL (International) Holding B,V., Netherlands, aWholly Owned Subsidiary of Precision Camshafts Limited (``PCL'')

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligation & DisclosureRequirements) Regulations, 2015 we wish to inform you that ``PCL (International)Holding B.V., Netherlands" a Wholly Owned Subsidiary of Precision CamshaftsLimited (``PCL") has acquired 51% Equity Shareholding in ``EMOSS MobileSystems B.V., Netherlands."

In this regard, please find enclosed herewith disclosure containing details pursuantto Regulation 30(6) of the SEBI (Listing Obligation & Disclosure Requirements)Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9thSeptember 2015

This is for your information and record

Thanking you,

Yours Truly

For Precision Camshafts Limited

RavinDirector and CFO

Phone : +91-9168646531/32/33. Fax: 91 -217-2357645 .e-mall ; [email protected] .Website : www.pcllndia.in

Regd. Office E-102/103 M.I.D.C., Akkalkot Road, Solapur413 006 CIN-L24231PN1992PLC067126

Page 2: Precision Camshafts Limited ffi

Annexure A

Sr,NO, Particulars Details

a) Name of the Target Entity, details EMOSS Mobile Systems B.V.,in brief such as size, turnover etc. Netherlands (``EMOSS")

Other details are as per AnnexureA-1

b) Whether the acquisition would fall Nowithin related party transaction(s)and whether the promoter/promoter group/group companieshave any interest in the entitybeing acquired?

If yes, nature of interest anddetails thereof and whether thesame is done at ``arm's length''.

c) Industry to which the entity being EMOSS is a one-of-a-kind businessacquired belongs that designs, develops, produces and

supplies com plete electricpowertrains for trucks, busses,military vehicles and heavyequipment. EMOSS business modelincludes conversion of diesel trucksinto ready to use electric trucks. Thecompany also manufactures ``readyto assemble modular kits" which areassembled onto the chassis.

EMOSS provides an end to endsolution to its customers whichIncludes research and development,engineering, production, testing,certification, delivery and post-saleservice. The Company also providesreal time power management andtracking via an integrated cockpitsetup, The trucks powered withElectric Drivelines can carry amaximum payload of 50 tons with amobility of up to 350 kin which maybe extended beyond 500 kin withlong range extenders developed byEMOSS

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d) Objects and effects of acquisition The acquisition will enable the

(including but not limited to, Company to foray into electricdisclosure of reasons for mobility a one stop solution foracquisition of target entity, if its electric powertrains by providingbusiness is outside the main line tailor made engineering services onof business of the listed entity) electric vehicles and equipments.

Acquisition to pave access toelectrical mobility markets such asEurope, North America andAustralasia

This will not only diversify its productportfolio into the non-internalcombustion segment, but also addanother dynamic and growthoriented segment to its portfolio ofacquired companies

e) Brief details of any governmental No.

or regulatory approvals requiredfor the acquisition

f) Indicative time period for Acquired 51% Equity sharescompletion of the acquisition

9) Nature of Consideration -whether Cash considerationcash consideration or share swapand details of the same

h) Cost of acquisition or the price at EURO 7.358 million (approx. 58which shares are acciuired crore INR).

i) Percentage of Shareholding / 510/o Equity sharesControl acquired and/or numberof shares acciuired

j) Brief background about the entity As per annexure A-1acquired in terms of products/lineof business acquired, date ofIncorporation, history of last 3years Turnover, Country in whichthe acquired entity has presenceand any other significantinformation (in brief)

For Precision Camshafts Limited-\\

Ravjn a R. JoshiDirector and CFO

Page 4: Precision Camshafts Limited ffi

Annexure A-1

1. Name of the Target Company - EMOSS Mobile Systems B.V.,Netherlands

2. Brief background - a private company with limited liability incorporatedunder the laws of Netherlands with its place of business at Visseri].weg 2,4906 CJ Oosterhout, Netherlands registered with Dutch Chamber ofCommerce. The Company was incorporated on 26th May 2014.

3. Products - EMOSS is a one-of-a-kind business that designs, develops,

produces and supplies complete electric powertrains for trucks, busses,military vehicles and heavy equipment. The EMOSS business modelincludes conversion of diesel trucks into ready to use electric trucks withina short span of 90 days. The company also manufactures ``ready toassemble modular kits" which are assembled onto the chassis by the endcustomer. Both the equipment and the software are extensively testedbefore they hit the road, resulting in reliable and durable products. Withover 10 years of experience in the electric driveline space, EMOSS isleading the industry and is ready for rapid changes in electrical mobilityand the interrelated growth in demand. Located in The Netherlands, withthe Port of Rotterdam nearby, EMOSS also has a strategic position to shiptheir products worldwide.

4. Customer Base - The Company has a customer base in Europe, UnitedStates of America and Netherlands. Following are the major customers ofthe Company:-

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Page 5: Precision Camshafts Limited ffi

5. Country - Netherlands

6. Financial History-

(Amounts in Thousand Euro)

Income Statement, 2016 2017

in € 1.000

Sales 4170.37 5948.78

EMOSS posted positive results in 2017. The Company would significantlyimprove margins in 2018 and going forward with additional business inthe pipeline."

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Precision Camshafts Ltd. (PCL) acquires 51% stake in Dutch electric mobility company - Emoss Mobile Systems B.V.

via its 100% subsidiary PCL (International) Holding B.V.

● PCL forays into electric mobility with the acquisition of Emoss – a one stop solution for

electric powertrains.

● Acquisition to pave access to mature electrical mobility markets such as Europe, North

America and Australasia.

● Emoss posted a turnover of ~€6 million in 2017 and grew at a CAGR of over 100% in

the last 3 years. The company is poised to grow significantly going forward.

● Emoss promoters to continue holding 49% and remain actively involved in day to day

activities.

● Emoss to capitalise on the financial bandwidth of PCL for its working capital

requirements to drive future growth.

● PCL’s global sales and engineering network, close relationships with leading OEMs

and strong know how in lean manufacturing will help Emoss scale rapidly.

Solapur/Pune May 18, 2018 PCL (BSE 539636; NSE PRECAM) announces acquisition of Dutch electric driveline maker Emoss through its wholly owned Dutch subsidiary, PCL (International) Holding B.V. This is the third strategic acquisition by PCL in the last eight months in line with its long-term growth strategy. Based in Netherlands, Emoss, is a renowned manufacturer and supplier of complete integrated electric drivelines for trucks and buses to leading OEMs and end-users including DSV, Ferrovial, Geesink Norba, Heineken, Mellor and Waste Management New Zealand. PCL acquired the 51% Equity Shares of EMOSS Mobile Systems B.V. Netherlands (“Emoss”) on 17th May 2018 at €7.358 million (~58 crore INR). The acquisition has been funded through a combination of loan sanctioned by Bank of Baroda, London and investments made by PCL through its internal generation in PCL Netherlands. Emoss has visibility to scale business 5 times in the 4 years. Emoss is a one-of-a-kind business that designs, develops, produces and supplies complete electric powertrains for trucks, busses, military vehicles and heavy equipment. The Emoss business model includes conversion of diesel trucks into ready to use electric trucks within a short span of 90 days. The company also manufactures “ready to assemble modular kits” which are assembled onto the chassis by the end customer. Both the equipment and the software are extensively tested before they hit the road, resulting in reliable and durable products. With over 10 years of experience in the electric driveline space, Emoss is leading the industry and is ready for rapid changes in electrical mobility and the interrelated growth in demand. Located in The Netherlands, with the Port of Rotterdam nearby, Emoss also has a strategic position to ship their products worldwide.

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Emoss provides an end to end solution to its customers which includes research and development, engineering, production, testing, certification, delivery and post-sale service. The Company also provides real time power management and tracking via an integrated cockpit setup. The trucks powered with Electric Drivelines can carry a maximum payload of 50 tons with a mobility of up to 350 km which may be extended beyond 500 km with long range extenders developed by Emoss. Emoss is led by dynamic and young team with Mr. Edwin Hobbel and Mr. Rex Hobbel at its helm. The company manufactures its drivelines in state of the art and cost competitive manufacturing environment have in-depth knowledge of engineering, machining and software programming and are committed to the company’s growth. With the strings of recent acquisitions, PCL is now poised for a positive growth trajectory by entering into a niche electric market segment with Emoss acquisition. This will not only diversify its product portfolio into the non-internal combustion segment, but also add another dynamic and growth oriented segment to its portfolio of acquired companies. Announcing the latest acquisition, Mr. Yatin Shah, PCL’s Chairman and Managing Director, said: “The electric vehicle market has grown significantly over the past decade with a special emphasis on the commercial electric and niche services segment. PCL with our experience in delivering top of class products to our customers across our network will leverage this advantage to the Emoss business as well. We are looking at capturing a significant share of the commercial electric vehicle market globally. This acquisition will enable PCL to become a global leader in the automotive industry with a wide variety of solutions ranging from niche machined components for the internal combustion engine, brakes, steering and chassis to a complete end to end solution for electric mobility.” “As we approach enormous changes in transport and mobility, we - as experts on electrical drivetrain technology for heavy equipment, are faced with large opportunities. With PCL as a partner we will not only have access to the working capital we need for our growth but PCL also brings the entrepreneurial spirit and experience in growing organisations we were looking for. In addition, PCL has an understanding of the automotive industry. Emoss is at this stage a forerunner in the industry and has tremendous ambitions to continue growing. We are confident that PCL is the right partner to manage this growth in the right direction”, said Mr. Edwin Hobbel, Emoss Managing Director. Mr. Hobbel will continue to own 49% of the business and continue to run the show at Emoss. About Precision Camshafts Limited (www.pclindia.in: BSE 539636; NSE PRECAM) PCL is one of the world's leading manufacturer and supplier of camshafts, a critical engine component, in the passenger vehicle segment. The company supplies more than 150 varieties of camshafts for passenger vehicles, tractors, light commercial vehicles and locomotive engine applications. PCL exports 78% of its total production to 5 continents and caters to approximately 9% of the global market. PCL provides one-stop solution for manufacturing of camshafts through process of chilled cast iron, ductile iron, hybrid and assembled. PCL has set a global benchmark in quality due to

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strong systems, technology & processes and has exported over 60 million camshafts without a single field failure since its inception in 1992. PCL has global OEMs such as Ford Motors, General Motors, Toyota, Maruti Suzuki, Hyundai, Daimler and Porsche as its clients. PCL operates through two state-of-the-art manufacturing facilities - an EOU unit and a domestic unit both situated at Solapur, Maharashtra. The EOU unit consists of four foundries and two machine shops and the domestic unit consists of one foundry and one machine shop. PCL has two joint ventures, the first with Ningbo Shenglong PCL Camshafts Company Limited, for machining of camshafts and the second, PCL Shenglong (Huzhou) Specialised Casting Company Limited, for casting camshafts in China.

Page 9: Precision Camshafts Limited ffi

*Precision Camshafts Ltd. forays into electric mobility in Europeby acquiring 51% shares in Emoss Mobile Systems B.V., Netherlands –

a one stop solution for complete electric drivelines

Turnover ~ ₹ 460 cr.FY2016-17

Turnover ~ ₹ 50 cr.Dec 2017

*via its 100% Dutch subsidiary – PCL (International) Holding B.V.

Page 10: Precision Camshafts Limited ffi

Introduction

• EMOSS is a renowned manufacturer and supplier of complete integrated electric drivelines for trucks and buses, to

leading OEMs.

• An end to end solution provider, EMOSS caters to large commercial electric vehicles over the last 10 years, with

expertise in research and development, engineering, production, testing, and post-sale service.

• Emoss Vehicles have immense load baring capacity - maximum payload of 50 tons with a mobility of up to 350 km

which may be extended beyond 500 km.

• Unique business model –

• Conversion of diesel trucks into ready to use electric trucks within a short span of 90 days

• Manufacturing of “ready to assemble modular kits” which are assembled onto the chassis by the end customer

• Catering to a niche market - Some of the end users include end-users DSV, Ferrovial, Geesink Norba, Heineken, Mellor

and Waste Management New Zealand.

• Located in The Netherlands, with the Port of Rotterdam nearby, Emoss also has a strategic position to ship their

products worldwide.

Page 11: Precision Camshafts Limited ffi

Management Speak

“As we approach enormous changes in transport and mobility, we - as experts on electricaldrivetrain technology for heavy equipment, are faced with large opportunities. With PCL as apartner we will not only have access to the working capital we need for our growth but PCLalso brings the entrepreneurial spirit and experience in growing organisations we were lookingfor. In addition, PCL has an understanding of the automotive industry. Emoss is at this stage aforerunner in the industry and has tremendous ambitions to continue growing. We areconfident that PCL is the right partner to manage this growth in the right direction.”

Mr. Edwin Hobbel, Managing Director – Emoss Mobile Systems B.V.

“The electric vehicle market has grown significantly over the past decade with a specialemphasis on the commercial electric and niche services segment. PCL with our experiencein delivering top of class products to our customers across our network will leverage thisadvantage to the EMOSS business as well. We are looking at capturing a significant shareof the commercial electric vehicle market globally. This acquisition will enable PCL tobecome a global leader in the automotive industry with a wide variety of solutionsranging from niche machined components for the internal combustion engine, brakes,steering and chassis to a complete end to end solution for electric mobility ”

Mr. Yatin Shah, Chairman and Managing Director - Precision Camshafts Ltd.

Page 12: Precision Camshafts Limited ffi

Marquee Clientele

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Global Operations

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Product Portfolio

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Product Portfolio

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Engineering Expertise

8

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Engineering Expertise

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PCL – EMOSS Synergy

PCL poised for a robust growth trajectory by entering into a niche electric market segmentPCL poised for a robust growth trajectory by entering into a niche electric market segment

Strengthening PCL’s technological platform in automotive spaceStrengthening PCL’s technological platform in automotive space

Financial bandwidth of PCL to support EMOSS working capital requirements to drive future growthFinancial bandwidth of PCL to support EMOSS working capital requirements to drive future growth

Offering one-of-a-kind electric driveline product to global customer base of PCLOffering one-of-a-kind electric driveline product to global customer base of PCL

Low cost country sourcing and assembly possibilitiesLow cost country sourcing and assembly possibilities

PCL Group Lean Manufacturing and Management practices to improve EMOSS marginsPCL Group Lean Manufacturing and Management practices to improve EMOSS margins

Visibility to scale business to 5x in 4 yearsVisibility to scale business to 5x in 4 years

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PCL Group

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500

Revenues

FY 2016-17 Dec 2017 Dec 2017 FY 2016-17

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DISCLAIMER

This presentation and the following discussion may contain “forward looking statements” by Precision Camshafts Limited (“Precision Camshafts” or

“PCL” or the “Company”) that are not historical in nature. These forward looking statements, which may include statements relating to future

results of operations, financial condition, business prospects, plans and objectives are based on the current beliefs, assumptions, expectations,

estimates and projections of the managementof PCLabout the business,industryandmarkets in whichPCLoperates.

These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, some of

which are beyond PCL’scontrol and difficult to predict, that could cause actual results, performance or achievements to differ materially from those

in the forward lookingstatements.

Such statements are not and should not be construed as a representation of future performance or achievements of PCL. In particular, such

statements should not be regarded asa projection of future performance of PCL.It should be noted that the actual performance or achievements of

PCLmay varysignificantly fromsuchstatements.