Alldigi Tech Limited — Capital/Financing Update 2019

Apr 18, 2019

Date: 17th April 2019

Listing Department, Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street. Mumbai-400 001 Scrip Code: 532633

Listing Department, National Stock Exchange of India Limited, "Exchange Plaza", Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 Symbol: ALLSEC

Sub.: Receipt of Public Announcement from Conneqt Business Solutions Limited ("Acquirer") under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended ("SAST Regulations") pursuant to and in compliance with Regulation 3(1) and 4 of SAST Regulations

Dear Sirs.

We are in receipt of a public announcement from the Acquirer under Regulation 3(1) of SAST Regulations for acquiring 3,961,965 fully paid up equity shares of the Company of the face value of Rs. $10/-$ each.

A copy of the said public announcement, as received, is enclosed for your records.

Thanking you,

Yours truly, For Allsec Technologies Limited

Gagan Preet Singh DGM-Legal & Company Secretary

ALLSEC TECHNOLOGIES LTD.

46-B, Velachery Main Road, Velachery, Chennai - 600 042 Tel: +91.44.4299 7070 Fax: +91.44.2244 7077 web: www.allsectech.com Regd. Office: 7H Century Plaza, 560-562, Anna Salai, Teynampet, Chennai - 600 018 Corporate Identity Number : L72300TN1998PLC041033, Email : contactus@allsectech.com

Date: April 17, 2019

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Mumbai - 400 051

Dear Sir/Madam.

Sub: Public Announcement ("PA") for open offer ("Offer") for acquisition of up to 3,961,965 fully paid-up equity shares of ₹ 10 each ("Equity Shares") from shareholders of Allsec Technologies Limited ("Target") by Conneqt Business Solutions Limited ("Acquirer") along with Quess Corp Limited ("PAC") pursuant to and in compliance with Regulation 3 (1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ("SEBI SAST Regulations").

Pursuant to Regulations 3(1) and 4 of the SEBI SAST Regulations, the Conneqt Business Solutions Limited along with Quess Corp Limited are making an Offer to the shareholders of the Allsec Technologies Limited, to acquire up to 3,961,965 fully paid up Equity Shares of Rs. 10 each at a price of 320 per fully paid up Equity Share, payable in cash.

The Acquirer and PAC have appointed Axis Capital Limited as the Managers to the Open Offer, in terms of Regulation 12 of the SEBI SAST Regulations.

With respect to the captioned matter and in terms of Regulation 14(1) of SEBI SAST Regulations, please find enclosed: • A copy of the Public Announcement dated April 17, 2019 ("PA")

Please feel free to contact the following persons from our offices in case you require any information or clarification.

Contact Person	Telephone	Email
Akash Aggarwal	$+911161289080$	$akash. \text{aggarwal@axiscap.in}$
Bhumika Gangar	+91 22 43252179	bhumika.gangar@axiscap.in

Kindly acknowledge receipt.

Thanking you,

For Axis Capital Limited

Name: Akash Aggarwal Designation: Senior Vice President

Encl: as above

Axis Capital Limited (Erstwhile "Axis Securities and Sales Limited")

SEBI Merchant Banker Regn No.: MB/INM000012029 Member Of: BSE Ltd. & National Stock Exchange of India Ltd., Mumbai. CIN No. U51900MH2005PLC157853 Regd. Office: Axis House, 8th Floor, Wadia International Centre, P. B. Marg, Worli, Mumbai - 400 025 & Corp. Office: Axis House, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai - 400 025.

Tel.: (022) 4325 1199, Fax No. (022) 4325 3000, Website: www.axiscapital.co.in

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF ALLSEC TECHNOLOGIES LIMITED UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATIONS 13(1), 14 and 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO

Open offer ("Offer" / "Open Offer") for acquisition of up to 39,61,965 (Thirty Nine Lakh, Sixty One Thousand, Nine Hundred Sixty Five only) fully paid-up equity shares of face value of INR 10 (Indian Rupees Ten only) each ("Equity Shares"), representing 26% (Twenty Six per cent) of the Voting Share Capital (defined below) of Allsec Technologies Limited ("Target Company") from the Public Shareholders (defined below) by Conneqt Business Solutions Limited ("Acquirer") along with Quess Corp Limited ("PAC") in its capacity as a person acting in concert with the Acquirer, with an intention to acquire control of the Target Company, pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (the "Takeover Regulations").

This public announcement ("Public Announcement" / "PA") is being issued by Axis Capital Limited, the manager to the Offer (the "Manager"), for and on behalf of the Acquirer and the PAC, to the Public Shareholders (defined below) pursuant to and in compliance with Regulations 3(1) and 4, read with other applicable regulations of the Takeover Regulations.

For the purpose of this Public Announcement:

• (1) "Public Shareholders" mean all the equity shareholders of the Target Company, excluding (i) parties to SPA 1 (defined below) and SPA 2 (defined below); and (ii) the persons acting in concert or deemed to be acting in concert with the persons set out in (i);
• (2) "Voting Share Capital" means the total voting equity share capital of the Target Company on a fully diluted basis as of the tenth (10th) working day from the closure of the tendering period of the Offer which may change on account of any future corporate actions; and
• (3) "Working Day" means the working day of the Securities and Exchange Board of India.

1. Offer Details

• 1.1 Offer Size: Up to 39,61,965 (Thirty Nine Lakh, Sixty One Thousand, Nine Hundred Sixty Five only) Equity Shares, representing 26% (Twenty Six per cent) of the Voting Share Capital, subject to the terms and conditions mentioned in this Public Announcement, the detailed public statement ("DPS") and the letter of offer ("LoF") to be issued for the Offer in accordance with the Takeover Regulations.
• 1.2 Price / Consideration: The Offer is being made at a price of INR 320 (Indian Rupees Three Hundred Twenty only) per Equity Share ("Offer Price"), determined in accordance with Regulation 8(1) and 8(2) of the Takeover Regulations. Assuming full acceptance of the

Offer, the total consideration payable by the Acquirer in accordance with the Takeover Regulations will be INR 126,78,28,800 (Indian Rupees One Hundred Twenty Six Crore, Seventy Eight Lakh, Twenty Eight Thousand, Eight Hundred only).

• 1.3 Mode of Payment (cash/ security): The Offer Price will be paid in cash by the Acquirer in accordance with Regulation 9(1)(a) of the Takeover Regulations.
• 1.4 Type of Offer (Triggered offer, voluntary offer/competing offer, etc.): Triggered Offer. This Offer is a mandatory offer in terms of Regulations 3(1) and 4 of the Takeover Regulations pursuant to the execution of SPA 1 (defined below) and SPA 2 (defined below).

2. Transaction which has triggered the Open Offer obligations (Underlying Transaction)

Type of	Mode of Transaction	Equity Shares/Voting rightsacquired/proposed to beacquired		TotalConsiderationfor shares/	Mode of	Regulationwhich hastriggered
Transaction(Agreement/Allotment/Market(direct/indirect)Purchase)		NumberofEquity Shares	% vis a vistotalequity/voting(1)rights	voting rightsacquired(INR)	payment(Cash/securities)
Direct	The Acquirer has entered into ashare purchase agreement datedApril17,2019withMr.Ramamoorthy Jagadish and Mr.Adiseshan Saravanan to acquire53,87,155(Fifty Three Lakh,Eighty Seven Thousand, OneHundred Fifty Five only) EquityShares,representing35.35%(Thirty Five point Three Fivepercent)of the Voting ShareCapital ("SPA 1").	53,87,155(Fifty ThreeLakh, EightySevenThousand, OneHundred FiftyFive only)Equity Shares	35.35%(ThirtyFivepointThreeFive percent)	INR320(IndianRupees ThreeHundredTwenty only)foreachEquityShareaggregating toINR172,38,89,600(IndianRupeesOneHundredSeventyTwoCrore,Thirty	Cash	Regulations3(1) and 4oftheTakeoverRegulations

				EightLakh,EightyNineThousand, SixHundred only)INR250
Direct	The Acquirer has entered into ashare purchase agreement datedApril17,2019withFirstCarlyle Ventures Mauritius toacquire 39,61,940(Thirty NineLakh, Sixty One Thousand,NineHundredFortyonly)Equity Shares,representing26%Twenty Six per cent) of theVoting Share Capital ("SPA2").	39,61,940(Thirty NineLakh, SixtyOne Thousand,Nine HundredForty only)Equity Shares	26% (TwentySix per cent)	(IndianRupeesTwoHundred Fiftyonly)for eachEquityShareaggregating toINR99,04,85,000(IndianRupees NinetyNineCrore,FourLakh,EightyFiveThousandonly)	Cash

(1) As a percentage of Voting Share Capital

3. Acquirer and PAC

Details	Acquirer	PAC	Total
Name	Conneqt Business Solutions Limited.	Quess Corp Limited.	Not applicable.
Registered Address	1-8-371 Gowra Trinity, S. P. Road,	3/3/2, Bellandur Gate, Sarjapur Main	Not applicable.
	Hyderabad –500016	Road, Bengaluru –560103
Name(s)ofpersonsin	Quess Corp Limited.	i.Ajit Isaac;	Not applicable.
control/promotersof		ii.Thomas Cook (India) Limited;
Acquirer, where Acquirer is		and
a company		iii.NetResourcesInvestments

Details	Acquirer	PAC	Total
		Private Limited.
Name of the group, if any, towhich the Acquirer and the	QuessGroup.	Quess Group.	Not applicable.
PAC belong
Pre-transaction shareholding	Nil.	Nil.	Nil.
Number of equity shares in
the Target Company
% of the Voting Share
Capital
Proposed shareholding after	Up to 1,33,11,060(One Crore, Thirty	Nil.	Upto1,33,11,060
the acquisition of shares	Three Lakh, Eleven Thousand, Sixty		(One Crore, Thirty
(including the shares due to	only) Equity Shares, representing up		Three Lakh, Eleven
which the Open Offer got	to 87.35% (EightySeven point Three		Thousand, Sixty only)
triggered)*	Five per cent) of the Voting Share		EquityShares,
	Capital.		representingupto87.35%(Eighty
			SevenpointThree
			Five per cent)of the
			Voting Share Capital.
Any other interest in the	Nil.	The PAC and the Target Company have	Not applicable.
Target Company		entered into the following agreements:
		1.Service agreement dated September
		18, 2018 executed between the
		Target Company and the PACin
		relation to deputation of skilled and
		semi-skilled employees of the PACto
		the Target Company; and
		2.Agreementforbusinessprocess
		outsourcing services dated April 1,
		2015 executed between the Target

Details	Acquirer	PAC	Total
		Company and the PAC in relation to,inter-alia, the PAC engaging theservices of the Target Company foroutsourcing itspayroll.

*Assuming full acceptance of the Offer

4. Details of the selling shareholders

Name	Partofthe	Details of the shares / voting rights held by the selling shareholders
	Promoter Group	Pre Transaction		Post Transaction
	(Yes/No)	Number of EquityShares	% of total sharecapital	Number of EquityShares	% of total sharecapital
Mr.RamamoorthyJagadish	Yes	30,36,952	19.93%	3,80,958	2.5%
Mr.AdiseshanSaravanan	Yes	31,12,119	20.42%	3,80,958	2.5%
FirstCarlyleVentures Mauritius	No	47,02,858	30.86%	7,40,918	4.86%

5. Target Company

Name	Allsec Technologies Limited
CIN	L72300TN1998PLC041033
Registered Address	7-H, Century Plaza, 560-562, Anna Salai, Teynampet, Chennai, Tamil Nadu, 600018
Stock Exchanges where	BSE Limited (Scrip Code: 532633)(Scrip ID: ALLSEC)and the National Stock Exchange of India
listed	Limited (Symbol: ALLSEC).

6. Other Details

• 6.1 The DPS pursuant to this Public Announcement shall be published in newspaper(s) not later than 5 (five) Working Days from the date of this Public Announcement (being April 25, 2019) in accordance with Regulation 13(4) and other applicable regulations of the Takeover Regulations. The DPS shall, inter alia, contain details of the Offer, detailed information on the Offer Price, the Acquirer, the PAC, the Target Company, the Sellers, the background to the Offer, details of financial arrangements and other terms of the Offer.
• 6.2 The Acquirer and PAC undertake that they are fully aware of and will comply with their obligations under the Takeover Regulations. The Acquirer and PAC confirm that they have adequate financial resources to meet their obligations under the Offer and have made firm financial arrangements for financing the acquisition of the Equity Shares tendered in the Offer, in terms of Regulation 25(1) of the Takeover Regulations.
• 6.3 The Offer is not conditional upon any minimum level of acceptance under Regulation 19 of the Takeover Regulations.
• 6.4 The Offer is not a competing offer in terms of Regulation 20 of the Takeover Regulations.
• 6.5 The Acquirer, the PAC and their respective directors accept full responsibility for the information contained in this Public Announcement (other than information regarding the Sellers, the Target Company and information that has been obtained from public sources, which has not been independently verified by the Acquirer, the PAC or the Manager to the Offer).
• 6.6 All information in relation to the Target Company contained in this Public Announcement is based on publicly available information and the accuracy thereof has not been independently verified by the Manager.

Issued by the Manager to the Offer

Axis Capital Limited

Axis House, 1st Floor, C-2, Wadia International Center, P. B. Marg, Worli, Mumbai 400 025, Maharashtra Tel: +91 22 4325 2183, Fax: +91 22 4325 3000 Website: www.axiscapital.co.in Email: AC.openoffer@axiscap.in Contact person: Bhumika Gangar

For and on behalf of the Acquirer

Sd/- Authorised Signatory Conneqt Business Solutions Limited

For and on behalf of PAC Sd/- Authorised Signatory Quess Corp Limited

Place: Mumbai

Date: April 17, 2019