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M&A and Subsidiary Changes2384SBS Holdings,Inc.Transportation and Logistics

Notice Regarding the Acquisition of a Business by Our Subsidiary

The Company has decided to enter into an agreement with SF Hong Kong and others under which its subsidiary Ocean Pearl Logistics Private Limited (OPL) will acquire SF Logistics Private Limited's 3PL business (IBOB business). The business acquisition is expected to be completed by the end of December 2026, subject to the fulfillment of the contractual conditions, and OPL will change its corporate name and its representative.

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This transaction

Business Transfer
CounterpartySF Express (Overseas) Limited, SF Logistics Private Limited
Disclosing companySBS Holdings,Inc.
SF Logistics Private LimitedSubject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

3PL business (IBOB business)

Location Thane, Maharashtra, IndiaDate of incorporation 21 May 2019
Impact on Business Performance

The impact is expected to be immaterial. If any matter requiring disclosure arises, it will be announced promptly.

Procedures and assumptions
Conditions Precedent to ExecutionFulfillment of the contractual conditions and other requirements
Management structure after acquisitionOPL is expected to change its corporate name to IBOB SCS Private Limited (provisional name), and Dr. Arunachalam R is expected to become its representative. In principle, all employees engaged in the IBOB business are expected to transfer to OPL.
This transaction
ItemDetails
Transaction nameBusiness Transfer
Counterparty nameSF Express (Overseas) Limited, SF Logistics Private Limited
Name of the Subject CompanySF Logistics Private Limited
Business Description of the Subject Company3PL business (IBOB business)
Location of the Subject CompanyThane, Maharashtra, India
Date of Establishment of the Subject Company21 May 2019
Impact on Business PerformanceThe impact is expected to be immaterial. If any matter requiring disclosure arises, it will be announced promptly.
Date of board resolution28 September 2026
Contract Date28 September 2026 (scheduled)
Execution Date / Effective DateEnd of December 2026 (scheduled)
Conditions Precedent to ExecutionFulfillment of the contractual conditions and other requirements
Management structure after acquisitionOPL is expected to change its corporate name to IBOB SCS Private Limited (provisional name), and Dr. Arunachalam R is expected to become its representative. In principle, all employees engaged in the IBOB business are expected to transfer to OPL.
Items this document does not state (20)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The opportunity for discussions arose after SF Hong Kong decided to change its business strategy in India in light of changes in the business environment and other factors. The Company determined that the acquisition would expand the Group's 3PL business in India and enable it to establish a more value-added, integrated global 3PL platform.

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Notice Regarding the Acquisition of a Business by Our Subsidiary | SBS Holdings,Inc. (2384) timely disclosure | Komori