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    Updates On Open Offer (Company Update)

    Uploaded by

    Shyam Sunder

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    © All Rights Reserved
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    Vivro Financial Services Private Ltd. 607/608, Marathon icon, Opp. Peninsula Corporate Par, Of Ganpatao Kadam Marg, Veer Santaj Lane, Lower Pare, Mumba - 400013 Tel: + 91 (22) 66668040, W: wunvivionet Ref: VFSPL/MB/SCLL/007 November 07, 2016 To, BSE Limited Pheeroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Dear Sir, Ref: Swiss Glascoat Equipments Limited, Scrip Code: “522215” Sub: Filing of Draft Letter of Offer in pursuant to the provisions of Regulation 16(1) of ‘SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for proposed ‘Open Offer to acquire up to 16,90,000 Equity Shares of Face Value @10/- each at a price of 130/- (Rupees One Hundred and Thirty Only) per fully paid-up Equity Share of Swiss Glascoat Equipments Limited (“SGEL”) representing 26% of Emerging Voting Equity Share Capital by HLE Engineers Private Limited (“Acquirer 1"), Mr. Himanshu K. Patel (Acquirer 2”), Mr. Nilesh K. Patel (“Acquirer 3”), Mr. Harsh H. Patel (“Acquirer 4”), and. Mr. Aalap N. Patel (“Acquirer 5”). (Acquirer 1, Acquirer 2, Acquirer 3, Acquirer 4 and Acquirer 5 are collectively referred to as “Acquirers”) With reference to the captioned subject, we are submitting herewith the Draft Letter of Offer in respect of the proposed acquisition of up to 16,90,000 Equity Shares of face value of Rs. 10/- each representing 26% of the Emerging Voting Equity Share Capital from the shareholders of Swiss Glascoat Equipments Limited by Acquirers at a price of Rs. 130/- (Rupees One Hundred and Thirty Only) “Offer Price”) per fully paid-up Equity Share in complianee with the provisions under regulation 16(1) of the SEBI (SAST) Regulations, 2011 Further, the said Draft Letter of Offer has been made in conformity with all the provisions of SEBI (SAST) Regulations, 2011 and the Format of Letter of Offer specified by SEBI. Kindly receive the same in order and take the same on record, Thanking You. Yours faithfully, Services Private Director Enel: As above Regd ofce: \iro House 11 Shashi Colony, Opp. Swiha Shopping Cente, Pal, Ahmedabad, Gujarat, india 380007 Tel: 491 (79) 3209 3233/4, Fax: 191 (79) 26650570 = ‘IN- U571206)1996PTC029182, Merchant Banker Sebi Reg. No INMOQOOLO122, ANE! Reg. No. AMBI/O8S DRAFT LETTER OF OFFER "THIS DOCUMENT 1S IMFORIANT AND REQUIRES YOUR IMMEDIATE ATTENTION “Fis Lair ofits (FOF) sao you a spy soln) of SWISS GLASCOAT EQUIPMENTS LIMETFD (ins wened s "SOEL™ oe Tar Company” or") Ifo ote ary con oth atone te, you my esos sk oka vest ose or Mas the Of | oguar th Ome ney ave cel sold or egy ses he Cn plas and ove be ete Or and th oan For of Asch SaAskaovadnea! nd Tae De hc no fcc acang tou wh ea see etd ‘OPEN OFFER OFFER) LE ENGINEERS PRIVATE LIMITED Acquer 7/6") Having Rept Ofc a Suv Noi! Ge Hoa Pt 12 Sh real, Opp Mss an, Ciy ig Ar, Surat 39800, Gua, ni ‘TNs 912627290150 Ema nanshaghlengacecom aNd. Me Himanshe Kat (Acquirer?) Residing a Banglow23, Sajen Coop Homing Say. Ne Hen aglow Lies, Pals Pi, us 39500), Gur dia "91-26-7010; Ema inshuengeca De Nish K Patel Acar 3°) esidngt Pc No.1, Ysa Bunt: Oppose Pol ap. Pa ad Ble Nursery. than Borgo, Chy Ui, Su 398007 Guat, ia "yar v91-2657270150 Ema ese i ars Patel Argue) Residing 23S Sui: Op. Stun Shoring Cen, Pa Pun, Surat Ci, Su 59007 Ga nin "aoa http Me ala XP Acgier 1-2 esha Bango: Opp Sr Scene Cn, Shan Hangaon Cpouné iy Light rc Sia 39007 Guat, nia "Tarso1. 25172015 Emaar com (hearer, Acquirer 2 Acquirer 3, Acquired and quire Sate ltl referred erate "Acquhrs ad inrdally the “Aces “TE SHAREHOLDERS OF SWISS ELASCOAT EQUIPMENTS LIMITED avng ts Rope Ore a1 Phe VAD. Eats, Vth: Usa, Ard 2812, Gj “ik Nos 9120 23682444 191202 2860 Era sacra TOACQUIRE ‘UPTO 160.000 EQUITY SHARES OF FACE VALUE RS.10 BACH EQUITY SHARES” REPRESENTING IN AGGREGATE 26.00% OF THE EMERGING YOTING FOUITY SHARE CAPITAL OF SWiSs GLASCOAT EQUIPMENTS LIMITED, FOR CASI, ATA PRICE OF RS. 130 (RUPEES ONE HUNDRED | [THIRTY ONL) PER EQUITY SHARE (OFFER PRICE) 1. This Osis eing made by he Ausurs pant she Regulations 3) sd 4 of SEB (Sebel Asqson of Shs nd Tso Regus, 201 and ‘stseuent omenanen het (SEB (SAST) Replat 3011” or “SEMI (SAS) Reultns rhe Replaton” 2 This Otero condom gan ny minima eeepc erm of Regula 19 of SEB] GAST) Replies. 5. Asoa te écof this Dat Le of thst ofthe kod fe Aaa, hee aro ayo ete aprova(kepl afer in prgagh 74 ‘is rater of fan whch were snp ha Oe Fue, mis fy any sry er appl ig eid taeda beta ‘he Cease ofthe Tense Pood, th Osha sujal sch spa and Acauen wl mak he Rese apps Sor sich pra 4. Nemes nian NRE) Oven Cort Ben OC kre ofthe Tags Cpe mba allapvals roledotee he ay She eid them nO an abt py ach ov slog wih th Fn of Aer Ahmowgomt ocd) ote samt ceed Inpacngagh 74 tt aes eqaeda sc ths Oe 5. This salts te sation of he odin spi the Se Phase an Shr Subscpion Ages (died ow) atest a ‘uch ono rx ile ay san ui sob contol ob Aue ab the Stare Pecan Str Sena hase ee ‘ges shaves pt to we his erin ms of Reuliton 3 te SEDI SAST) Realtors. 6 tees ay wpa rvs in te Ofer Pe by he Ast wp te ewig dye ia he cmcace ns of he Teds Pv i. pw Deconer 15.2016 ri cso ahaa fhe OMe these nel nme by na of Pale Amoco nese mses wc he ese Pe Sst is pe, Schein he Of Price ld pal er agen ral he Esty Sharer ly te syns ag ths Os 7. This ot competing werner of Reltion 20 of he SEBISAST) Ress, 8. the sa comping ote open fe) wk al he ssting de sl pe clo he me dats As perth non lew he Asi /| Test Conguyeno Sanpsing er hsm ence ao i eof is DLO >. apy fh Publi Antoucens, Del abe Semen, Dal Lt of Ofer andthe Later of fr inclaing arm of Aono 10, Alcespodene ning his if any sh be abo o th Rep oth Ot vi Lik ie ti Pate Lind sauton eer Sa VIVRO LINKiniime Bg Sreentenetee em SET Regsratan No NMOUNDIO SEA Regataioe Nor nonouese = ent Mwsinknin coe sasieante nn Sines ‘SCHEDULE OF MAJOR ACTIIVITIES RELATING TO THE OFFER ‘Activity Date Boy Tse of Public Arnauncemant PA Er “Ocober 25,2016 | Tesday Publication of Detailed Public Statement (DPS) October 26, 2016 Friday Tas date of fing Drafter of Ofer wih SE November 72016 Mondoy Last date for pub announcement for competing fat) Noverber 23,2016 [Tuesday Cast date for recep of comments rom SEI onthe Dra aie of Offer (nthe | —Noverber 2, 216 | Tuesday vent SBI has not sought cacaton or addtional formation fom the anager othe Of) = identified Date December 2016 | Thay Date by which Leer of Offer Tobe dapatched othe Sarcholdars December 2076 —| Thar Tas dats for upward revision of the Ofer rice and/or the Ofer Se December 13,2016 | —Tuesdoy Tast date by which te recommendation of the commiee of idependent| —December 14.2016 | — Wednesday recs of he Target Company wil be pushed Date of pubic anouncerent for opening ofthe Ofer inthe newspapes where | December 152076 | —Thasday the DPShas been published : Date of cormmencemen of Tendering evo fe Opening Date December 6 3076 Fide Closure of Tenlering Period (fer Closing Dae) December 29,2016 | Thursday Tas date of communicating rejection acceplance and payment of constdeation | — January 22017 Thuredey for accepied Equity Shores and/or share cerdcte(s/demat delvery inswocton( fr jected Equity Shares tobe patched sued : ise of post offer advertisement and a dat for ling fal report wih SEBI_| January 9 2017 Tharday “dented Date” is only fo the purpose of determining the names ofthe Shareholders) as on such date to whom the Leter of Offer would be sent. All ners (registered or unregistered) of Equity Shares ofthe Target Company (except the Acquirers and the Sellers under the SPA) ar eligible to participate inthe Offer any time before the Closure of the Tendering Period Risk FACTORS. “The risk factors set forth below pertain to the underlying transaction, this Offer and are not intended to be a complete analysis ofall risks in relation to this Offeror in association with the Acquirers or the Target Company, but are only indicative. The risk factors set forth below do not relate to the present of future business or operations of the Target Company and any other related matters. These are nether exhaustive nor intended to constitute @ complete analysis of, ‘the risks involved in participation or otherwise by a Shareholders) in this Offer, but are merely indicative, Shareholder(s) ‘are advised to consult their stock brokers, tax advisers and/or investment advisers/ consultants, for analysing al the risks with respect to their participation in this Offer. Relating to the Transaction: 1. The Offer is subject to () the compliance ofthe terms and conditions as set out under the Share Purchase and Share Subscription Agreement (‘SPSA") and (i) receipt of approvals as more particularly set out in paragraph 74 ofthis Draft Letter of Offer. In accordance with the SPSA, the Transaction under the SPSA shall be completed upon the fulfilment of conditions precedent agreed between the Acquirers, the Sellers and the Target Company. In terms of and in accordance with Regulation 23(1) ofthe SEBI (SAST) Regulations, i the conditions precedent and other conditions as stated in paragraph 3.15 of this Draft Letter of Offer are not met for reasons beyond the reasonable control of the [Acquirers and the SPSA is rescinded by the Acquiersas per is terms, the Offer would stand withdrawn, 2. The underlying transaction is subject to completion risks as would be applicable to similar transactions 3. If ata later dat, any ether statutory or regulatory or other approvals ae requied, the Ofer would become subject to receipt of such other addtional statutory or regulatory or other approvals Relating to the Offer: 1. The tendered Shares willbe held in rust by the Registrar tothe Offer Clearing Corporation uni the completion ofthe Offer formalities. During such period, there may be fluctuations in the market price of the Equity Shares and Shareholders will not be able to trade in such Equity Shares held in trust by the Registrar to the Offer/ Clearing Corporation that may adversely impact the Shareholde's who have tendered thei Equity Shaces inthis Offer. 2. In case of oversubscrption in the Offer, as per the SEBI (SAST) Regulations, acceptance would be determined on proportionate basis and hence there is no certainty tat al the Equity Shares tendered by the Shareholders inthe Offer willbe accepted. 3. The acquisition of Equity Shares tendered by Non-Resident indian (NRIs) and Overseas Corporate Bodies (OCBS) are subject to approval/ exemption, if applicable, from the Reserve Bank of India (RB). NRI and OCB holders of Equity ‘hates, if any, must obtain all requisite approvals required to tender the Equity Shares held by them pursuant to this (Offer (including without limitation, the approval from the RBI or Foreign Investment Promotion Board (FPB) or any ‘other regulatory body) and submit copy of such approvals and all other documents required in terms of the Letter of Offer Further, if the Shareholders who are not persons resident in India (induding NRls, OCs, Qs and Fs) require or had required any approvals (including from the Rl or FIPE of any other regulatory bod) in respect of the Equity ‘Shares held by them they wil be required to submit copy of such previous approvals that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them pursuant to this Offer, along with the other documents required to be tendered to accept this Offer. Inthe event that such approvals and/ or documents are not submitted, the Acquirers reserve the right to reject such Equity Shares tendered in this Offer, If the Equity Shares are held under general permission ofthe RBI, the non-resident Shareholder should state that the Equity Shares are held Under general permission and carty whether the Equity Shares are held on repariable basis or non repatiable basis. 4. AS of the dote of ths Oraft Letter of Offer to the best of the knowledge of the Acquirers, other than the following statutory approvals there areno other statutory approvals required by the Acquirers ro complete this Offer (@) principle approval from Stock Exchange: In-prnciple approval from the Stack Exchange for listing of the Warrants (as defined below) to be issued to the Acquirer 1 by the Target Company shal have been obtained by the Target Company in accordance with the SEB (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEB (sting Obligations and Disclosure Requirements) Regulations, 2015, (b) Approval ofthe Shareholders ofthe Target Company: The approval ofthe shareholders of the Target Company {or the issuance ofthe Warrant shall have been obtained. 5. Inthe event that either (2) regulatory approval i not received in a timely manner or (b) there is any litigation leading ta stay of the Offer, then the Orfer process may be delayed beyand the schedule of activities indicated in this Draft Letter ‘of Offer. Consequently, the payment of consideration tothe Shareholders of SGEL, whose Shares have been accepted in the Offer as well asthe retum of Shares not accepted by the Acquirers, may be delayed. Incase of delay in receipt of any statutory approval SEBI has the power to grant extension af time tothe Acquiers for payment af consideration to the Shareholders of the Target Company who have accepted the Offer within such period, subject to Acquirers ‘2grecing to pay interest forthe delayed period if directed by SEBI in terms of Regulation 18(11) of the SEBI (SAST) Regulations. 6. Shareholders should note that the Shareholders who tender the Equity Shares in acceptance ofthe Otfer shall not be entitled to withdraw such acceptance duting the Tendering Period. 3 7. The Draft Letter of Offer has not been fled, registered or approved in any jurisdiction outside India. Recipients of the Draft Letter of Offer resident in jurisdictions ouside india should inform themselves and observe che applicable legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same ‘would be contrary tothe applicable laws or regulations or would subject the Acquirers, or the Manager to the Offer to ‘any new or additional registration requirements {8 The Shareholders are advised to consult thor respective tax advisers for assessing the tax liability pursuant to the Offer, rin respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirers do not accept any responsibility for the accuracy or atherwise of the tax provisions set forth inthis Draft Letter of Offer. 9. The Acquirers and the Manager tothe Offer accept no responsibilty for statements made otherwise than in the PA, the PS, this Draft Letter of Offeror in the advertisement or any materials issued by or atthe instance of the Acquirers, excluding such information pertaining to the Target Company, which has been obtained from publidy available sources or provided or confirmed by the Target Company. Any person placing reliance on any other source of information willbe doing so at his/her its own risk. Relating to the Acquirers: 1. The Acquirers make no assurances with respect to their investment/ divestment decisions relating to their proposed shareholding inthe Target Compary. 2. The Acquirers make no assurances with respect to the continuation of the past trend in the financial performance or the future performance of the Target Company. 3. The Acquirers cannot provide any assurance with respect to the market price of the Equity Shares of the Target ‘Company before, during or after the Offer and expressly disclaim any responsibilty or obligation of any kine (xcept as. required by applicable law) with respect to any decision by any Shareholder on whether to participate or not to Participate in the Offer. Currency of Presentation: 1. In this Draft Letter of Offer, all references to "R57 “Rupees’ currency of India, 2. In this Draft Letter of Ofer, any discrepancy in any table between the total and sums of the amounts listed are due to rounding off and/ or regrouping R'/ "Tare references to Indian Rupee) the official ‘TABLE OF CONTENTS S.No. | Subject age No. 1.__| Deion and abbreviations 68 2.__| Discimer Cause 9 3.__| Detais ote Oter 8 “| Backround of the Acqlers Be 5.__| sackground of he Target Company 1821 6 __| Ofer Pie and Financia Arangements 2225 7.__| Teme and Conditions ofthe Ofer 25.26 8 Procedure for Acceptance and Settlement of the Offer 26-30 — 9. | Documents or inspection 10, | Dedration by the Acquirers Fl 1 DEFINITIONS AND ABBREVIATIONS: Term Detals/ Definition Acquirer 1 / HLE Acquirer 2 THLE Engineers Private Limited having is Registered Office at Suivey NoGO/t Ground Floor, Pot-182, Nr. Shukan Bungalow, Opp. Maheshwari Bhavan, City Light ‘Area, Surat 395001, Gujarat India ‘Mr. Himanshu K. Patel residing at Bunglow-23, Sarjan Co-op Housing Society, Nr Himson Bungalow, Athwa Lines, Parle Point, Surat 395001, Gujarat, India (ME. Nilesh K. Patel residing at Plot No. 1, Yashasvi Bungalow, Opposite Petrol Pump, cena Pink and Blue Nurse, Shukan Bungalow, Cty Light Surat 395007, Gujarat India aes ‘Mr. Harsh H. Patel residing at 23, Sarjan Society, Opp. Sargam Shopping Centre, Pale Point, Surat City, Surat 395007, Gujarat. India. papas ‘Mr. Aalap N. Patel residing at 1-2, Yashasvi Bungalow, Opp. Surat Science Centre, Shuikan Bungalow, Compound City Light Area, Surat 385007, Gujarat India HLE Engineers Private Limited (Acquirer 1°/ “HLE"), Mr. Himanshu K Patel Acquirers (Acquirer 2°, Mi. Nilesh K. Patel "Acquirer 3°), Mr. Harsh H, Patel (Acquirer 4°) and Mr. Aalap N. Patel (Aequirer 5") ae collectively refered to as "Acquirers" Board of Directors ‘The Board of Directors of the Target Company/ Swiss Glascoat Equipments Limited ‘Book Valve Per Share [Net worth/ Number of outstanding Equity Shares cost aN Central Depository Senices dia) Limited Corporate Identity Number Companies Act Clearing Corporation| The Companies Act 2013 as amended or modified fom time to time and the Companies Act, 1956 to the extent applicable Clearing Corporation ofthe Stock Exchange ‘Closure of Tendering Period Thursday, December 28,2016 ‘Shall mean a sum of Rs. 23,27,73,690 (Rupees Twenty Three Crores Twenty One Lakhs Consideration’ Purchase Seventy Three Thousand Eight Hundred and Ninety only), subject to applicable taxes, Consideration if any, to be paid by the Acquirers to the Sellers in relation to acquisition of the Sale Shares Depositories ‘CDSL and NSDL DIN Director Identification Number DP Depository Participant DPS/ Detailed Public Statement DLOF/ Dra Letter of Offer Eligible Shareholders ‘Shareholders forthe Offer/ Equity Shareholders) / Shareholders) Emerging Voting Equity ‘Statement relating tothe Offer published on Friday, October 28,2016 on behalf ofthe ‘Acquirers in Financial Express (English ~ all editions), Jansatta (Hindi ~ all editions), Financial Express (Gujarati ecition) and Navshakti (Marathi - Mumbai edition) “This Draft Letter of Offer dated November 7, 2016 ‘All owners (registered or unregistered) of Equity Shares of the Target Company who ‘own the Equity Shares a any time before the Closure of the Tendering Period, except the Acquirers and the existing Promoters and Promoters Groupy Sellers under the PSA Rs. 650,00 000 Rupees Six Crore Filly Lakhs only) dvided into €5,00,000 Equity Shares ‘ofthe total shave capital of the Target Company, after taking into account the issue Share Capital and allotment of 15,00,000 Warrants to Acquirer 1, which will be converted into equal ‘number of Equity Shares = Earnings per Equity Share derived by dividing the Profit afer Tax less preference dividend if any) by number of issued, subscribed and fully paid-up Equity Shaves eee Fully paid-up Equity Shares of the Target Company, having face value of RS. 10 each, unless specified otherwise Equity Share Capital Rs, 5,00,0,000 (Rupees Five Crore only) consisting of 50,00,000 Fully paid up Equity Shares of Rs. 10 each ofthe Target Company as on date ofthis DLOF. Escrow Account Escrow Agreement ‘A cash Escrow Account bearing No. 408000522956 opened by the Acquirers in relation to this Offer withthe Escrow Bank empowering the Manager to the Oifer to ‘actin compliance withthe SEBI(SAST) Regulations The Escrow Agreement dated October 25, 2016 entered into amongst the Acquirers the Manager tothe Offer andthe Escrow Bank e BL Bank Limited (lomerly Known as Ratnakar Bank Limited), having is registered office at 'st Lane, Shahupuri, Kolhapur - 476001, Maharashtra, Ingia, acting theough ee its branch situated at 3" Floor, One Indiabulls Centre, Tower 28, 841, Senapati Bapat Marg, Lower Parel West, Mumbai 400013, india a Foreign Institutional Investors) (as defined under SEBI (Foreign lnsitutional Investor) Regulations, 1995) registered with SEB under applicable laws in India Form of Acceptance/ FOA Form of Acceptance. cum- Acknowledgement 7 Financial Year Identified Date Thursday, December 1, 2076 Le, the date fling on the T0™ Working Day prior to the commencement of the Tendering Period for the purpose of identiying Eligible Shareholders to whom the Letter of Offer willbe sent ise Indian Financial System Code Income Tax Ack Income Tax Act, 1961 as amended from time to time ISIN International Securities dentifcation Number Letter of Offer (LOF) Listing Agreement Letter of Offer including the Form of Acceptance cum Acknowledgement to be dispatched to the Shareholders of the Target Company Te equity listing agreement entered into by SGEL with BSE Manager/ Manager to the Offer/ Merchant Banker MOA. Vivro Financial Services Private Limited ‘Memorandium of Asocition of Swiss Glascoat Equipments Limited, as amended ‘MICR ‘Magnetic Ink Character Recognition Negotiated Price Rs, 130 (Rupees One Hundred Thiry only) per Equity Share NECS National Electronic Clearing Services NEF ‘National Electronic Funds Transfer NA. Not Applicable [Non-Resident Shareholders Non-Resident Indians and OCBs holding Equity Shares of SGEL ai ‘Non Resident Indian as defined under the Foreign Exchange Management (Deposit Regulations, 2000 NSOL National Securities Depository Limited a ‘Overseas Corporate Body as defined under the Foreign Exchange Management (Deposit) Regulations, 2000 ‘Open offer being made by the Acquirers to the Shareholders of SGEL (other than the Promoters and Promoters Group_and paties to the SPSA) to acquire up to 160,000 Offer/ Open offer Equity Shares, representing 26,00% of the Fmerging Voting Equity Share Capital of the Target Company at an Offer Price of Rs. 130 (Rupees One Hundred Thirty ony) per Equity Share payable in cash Rs. 130 (Rupees One Huncred Thirty only) per Equity Share of the Target Company Ofer Price payable in cash as determined under Regulation 8 of the SEBI (SAST) Regulations, 2011 Rs. 21,87,00.000 (Rupees Twenty One Crores Ninety Seven Lakhs only) aived by Offer Size ‘ubtipiying 16,80.000 Equity Shares by Offer Price of Rs. 130 per Equity Share ofthe (ffer/ Offering Period PAY Public Announcement ‘Target Company, Period from the date of Public Announcement to the date of payment of ‘consideration to the Sharcholders whose Equity Shares are validly accepted under this ‘Open Offeror the date on which this Offer is withdrawn Public Announcement of the Offer issued by the Manager to the Offer, on behalf of the Acquiers on Octaber 25,2016, in accordance with the SEB (SAST) Regulations Pan Permanent Account Number Promoters and Promoter Persons part of Promoters and Promoter group of Swiss Glascoat Equipments Limited Group unless specified otherwise Recistrar/ Regisvar to the offer Link ntime Inca Privat Limited el Reserve Bank of India Rs Rupees) INR/E Indian Rupees, the legal currency of inci RIGS: Real Time Gross Settement ‘Shall mean the maximum of 77.85.953 (Seventeen Lakhs Eighy Five Thousand Nine Sale Shares Hundred and Fifty Three) Equity Shares representing 27.48% of the Emerging Voting Equity Share Capital ofthe Target Company to be purchased from the Sellers SEB Board ‘Securities and Exchange Board of india 7

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