Target Entity

Stöferle Automotive GmbH and Stöferle GmbH, Germany (collectively referred to as "Stöferle entities")

Type of Deal

Acquisition of minority stake (32%) to achieve 100% ownership

Stake/Capacity

Acquisition of balance 32% equity stake, resulting in Endurance Overseas SpA holding 100% stake in each Stöferle entity. Prior to this acquisition, EOSpA held 68% equity stake acquired in two tranches pursuant to the Share Purchase Agreement dated 12th December, 2024 and previous transfer agreement dated 29th June, 2026.

Deal Value

€18 million (Euro Eighteen million only) upfront cash consideration for the 32% stake. This represents a reduction from the originally agreed purchase consideration of €20.13 million (Euro Twenty Million One Hundred Thirty Thousand only).

Funding Source

Cash consideration (not specified whether from internal accruals, debt, or other sources)

Financial Impact

Target Financials (based on audited Financial Statements at 31st March, 2026):

  • Stöferle Automotive GmbH: Turnover €76.4 million
  • Stöferle GmbH: Turnover €16.9 million
  • Combined turnover: €93.3 million

Historical Turnover:

Stöferle Automotive GmbH:

  • 31st March, 2026: €76.4 million
  • 31st December, 2024: €79.4 million
  • 31st December, 2023: €72.1 million

Stöferle GmbH:

  • 31st March, 2026: €16.9 million
  • 31st December, 2024: €17.1 million
  • 31st December, 2023: €17.2 million

The accelerated acquisition mitigates higher purchase consideration that would have become payable in future tranches if Stöferle entities' performance exceeded base case assumptions under the original SPA.

Timeline

Immediate effect from execution of Amendment Agreement on 29th September, 2026. The original schedule called for acquisition of the remaining 32% stake in equal tranches over four financial years by June 2030.

Strategic Rationale

  • Achieve full ownership and align management, governance and operational decision-making processes under a single ownership structure
  • Enhance strategic and operational flexibility by eliminating minority shareholder considerations
  • Facilitate faster execution of business initiatives
  • Enable seamless implementation of restructuring, investment and growth plans
  • Retain economic benefit arising from the reduced acquisition cost
  • Strengthen EOSpA's ability to realise long-term value from the Stöferle entities while simplifying the ownership structure

Approval Status

Executed via Amendment Agreement on 29th September, 2026. No governmental or regulatory approvals required.

Related Party Aspects

The transaction constitutes a related party transaction as the shareholders divesting their stake are either directors of the Stöferle entities or relatives of such directors. However, the transaction is being undertaken on an arm's length basis. Neither the Promoter nor the Promoter Group has any interest, direct or indirect, in the acquisition.

Business Description

Stöferle entities are in the business of machined aluminium castings for automotive applications:

  • Stöferle Automotive GmbH: Manufacture machined aluminium castings for engine and transmission components of automotive industry (incorporated 12th August, 2011)
  • Stöferle GmbH: Machining of aluminium castings for automotive application and production of CNC machines for captive use (incorporated 20th November, 1992)

Reference Regulation

SEBI Regulation 30 read with Part A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and SEBI Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026