AGI GREENPAC LIMITED — Major Shareholding Notification 2021

Jan 4, 2021

Date: January 04, 2021

To,

BSE Limited	National Stock Exchangeof	HSIL Limited
(Scrip Code/Symbol:	India Limited	Place,CrossRed
500187/HSIL)	(Scrip Symbol: HSIL)	Kolkata- 700001,West
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Plot no. C/1,	Bengal, India.
Dalal Street, Fort,	G Block, Bandra-Kurla Complex,
Mumbai-400001	Mumbai - 400 051
		Email:
Email:	Email: takeover@nse.co.in	pulkit.bhasin@hindware.
corp.relations@bseindia.com		co.in

Sub: Report under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ('SAST Regulations')

Dear Sir/Ma'am,

Please find attached the report under Regulation 10(6) of the SAST Regulations, in connection with incidental or passive increase in voting rights & shareholding of 'Acquirers- Promoter & Promoter Group' by 6.33% pursuant to the buyback of equity shares by HSIL Limited ('Target Company').

The Target Company implemented buyback of equity shares from the shareholders/ beneficial owners of the Target Company excluding promoters, promoter group and persons who are in control of the Target Company in the open market through the Stock Exchange mechanism under the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018. The share capital of the Target Company got reduced pursuant to the buyback of equity shares by the Target Company and consequently, the percent shareholding of the Acquirer along with PAC got increased. There is no actual acquisition of any equity shares by the Acquirers- Promoter & Promoter Group.

This passive or incidental increase in shareholding pursuant to the buyback of equity shares by the Target Company is exempted from the obligation to make an open offer in accordance with Regulation 10(4)(c) of the SAST Regulations and all the conditions provided under Regulation 10(4)(c) of the SAST Regulations have been complied.

You are requested to take note of the same on your records.

Thanking You.

Yours Faithfully,

For and on behalf of Promoters & Promoter Group of the Target Company (Acquirers)

Sandip Somany

(Authorised Signatory)

Enclosures: As stated above.

Format for Disclosures under Regulation 10(6) -Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	HSIL Limited
2.	Name of the acquirer(s)	Acquirer(s)(i)Dr. Rajendra Kumar Somany(ii)Mr. Sandip SomanyMs. Sumita Somany(iii)Ms. Divya Somany(iv)Sandip Somany HUF(v)Mr. Shashvat Somany(vi)Somany Impresa Limited(vii)Matterhorn Trust(viii)All the Acquirers are part of 'Promoter & Promoter
3.	Name of the stock exchange whereshares of the TC are listed	Group' of the Target Company.BSE Limited(i)(ii)National Stock Exchange of India Limited
4.	Details of the transaction includingrationale, if any, for the transfer/acquisition of shares.	There is no actual acquisition of any equity shares bythe Acquirers (Promoter & Promoter Group). TheTarget Company implemented buyback of equityshares from the shareholders/ beneficial owners ofthe Target Company excluding promoters, promotergroup and persons who are in control of the TargetCompany in the open market through the StockExchange mechanism under the Securities andExchange Board of India (Buy-Back of Securities)Regulations, 2018. The share capital of the TargetCompany got reduced pursuant to the buyback ofequity shares by the Target Company andconsequently, the percent shareholding of theAcquirers got increased from 53.91% to 60.24%.The Target Company bought back 75,99,014 equityshares.
5.	Relevant regulation under which theacquirer is exempted from makingopen offer.	Regulation $10(4)(c)$
6.	Whetherdisclosureofproposedacquisition was required to be madeunder regulation 10 (5) and if so,whether disclosure was made andwhether it was made within thetimelinespecifiedundertheregulations.	Not Applicable.

		date of filing with the stockexchange
7.	Details of acquisition		Disclosures required tobe made underregulation $10(5)$		Whether the disclosuresunder regulation $10(5)$are actually made
	a.	Name of the transferor / seller	Not Applicable		Not Applicable
	b.	Date of acquisition	ThebuybackcommencedonSeptember 30, 2020 andcompleted on December31, 2020.		Not Applicable
	c.	Number of shares/votingin respect of therightsacquisitions from each personmentioned in 7(a) above	Not Applicable		Not Applicable
	d.	Total shares proposed to beacquired / actually acquired asa % of diluted share capital ofTC	As per the Post-Buybackshareholding pattern ofthe Target Company, thepercent (%) shareholdingof the Acquirershasincreasedfrombeen53.91% to 60.24%. Thepre-buyback and post-buybackshareholdingpattern of the TargetCompany is enclosedherewith and marked as'Annexure A' for yourreference and records.		Not Applicable
	e.	Price at which shares areproposed to beacquired /actually acquired	Not Applicable		Not Applicable
8.		Shareholding details	Pre-Transaction		Post-Transaction
	Each Acquirer / Transferee (*)a.Rajendra(i)Dr.KumarSomany		No. ofshares held	% w.r.tTotalsharecapital ofTC	No. ofshares held	% w.r.tTotalsharecapital ofTC#
			34,10,000	4.72%	34,10,000	5.27%
		Mr. Sandip Somany(ii)	21,87,731	3.03%	21,87,731	3.38%
		(iii)Ms. Sumita Somany	1,61,000	0.22%	1,61,000	0.25%
		Ms. Divya Somany(iv)	1,46,912	0.20%	1,46,912	0.23%
		Sandip Somany HUF(v)	95,832	0.13%	95,832	0.15%
		Mr. Shashvat Somany(vi)	76,244	0.11%	76,244	0.12%
		(vii)SomanyImpresa	3,28,95,000	45.50%	3,28,95,000	50.84%

$\sqrt{7}$

	Limitedviii)Matterhorn TrustTOTAL	1003,89,72,819	$0.00%$53.91%	1003,89,72,819	$0.00%$60.24%
$b_{-}$	Each Seller / Transferor	Not.Applicable	NotApplicable	NotApplicable	NotApplicable

For and on behalf of Promoters & Promoter Group of the Target Company (Acquirers)

Sandip Somany (Authorised Signatory) Place: Gurugram Date: January 04, 2021

Note:

• (*) Shareholding of each entity shall be shown separately and then collectively in a group. $\bullet$
• The above disclosure shall be signed by the acquirer mentioning date $&$ place. In case, there $\bullet$ is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.
• (#) The % w.r.t. total share/voting capital after acquisition of shares is calculated as per post Buyback paid-up share capital of the Target Company.

		PRE-BUYBACK		POST-BUYBACK
SI.No.	Name of theShareholder	No. ofShares	Shareholding as a$%$ oftotal no.of shares(A)	No. ofShares	Shareholding as a$%$ oftotal no.of shares 1(B)	$\frac{0}{0}$ShareholdingIncrease/(Decrease)$(B) - (A)$
	Dr. Rajendra
1	Kumar Somany	34,10,000	4.72%	34,10,000	5.27%	0.55%
	Mr. Sandip
$\overline{c}$	Somany	21,87,731	3.03%	21,87,731	3.38%	0.36%
3	Ms. SumitaSomany	1,61,000	0.22%	1,61,000	0.25%	0.03%
	Ms. Divya
$\overline{4}$	Somany	1,46,912	0.20%	1,46,912	0.23%	0.02%
	Sandip Somany
5	HUF	95,832	0.13%	95,832	0.15%	0.02%
	Mr. Shashvat
6	Somany	76,244	0.11%	76,244	0.12%	0.01%
	Somany Impresa
$\overline{7}$	Limited	3,28,95,000	45.50%	3,28,95,000	50.84%	5.34%
8	Matterhorn Trust	100	$0.00%$	100	$0.00%$	$0.00%$
	Total Promoters	3,89,72,819	53.91%	3,89,72,819	60.24%	$6.33%$
	Total Public	3,33,23,576	46.09%	2,57,24,562	39.76%	$(6.33%)$
	Total (Promoter)+ Public)	7,22,96,395	100.00%	6,46,97,381	100.00%

Pre-buyback and post-buyback shareholding pattern of HSIL Limited ('Target Company')

For and on behalf of Promoters & Promoter Group of the Target Company (Acquirers)

Sandip Somany (Authorised Signatory) Place: Gurugram Date: January 04, 2021

÷.

<sup>1 The % w.r.t. total share/voting capital is calculated as per post Buyback paid-up share capital of the Target Company. The Target Company bought back 75,99,014 Equity Shares.