March 10, 2022

MCAPL: MUM: 2021-22: 0184

To The Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001. Maharashtra. India.

Dear Sir/Madam.

Sub : Submission of Detailed Public Statement ("DPS")

Ref : Open Offer to the Public Shareholders of Macro International Limited (formerly known as Macro (International) Exports Limited) ("MIL"/"Target Company")

In continuation to our earlier Letter No. MCAPL: MUM: 2021-22: 0179 dated March 03, 2022, we hereby inform you that the Detailed Public Statement ("DPS") has been published today i.e. March 10, 2021 (Thursday) as envisaged.

As required under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereto, the DPS has been published in Business Standard (English-All Editions), Business Standard (Hindi-All Editions), Navshakti (Marathi-Mumbai Edition) and Lok Bharti (Hindi - Kanpur Edition).

We are herewith submitting a soft copy of a newspaper clipping of the DPS published in Business Standard (English) for your kind perusal.

A copy of the same is being submitted to Securities and Exchange Board of India, Mumbai ("SEBI") and a soft copy is being sent simultaneously through email to the Target Company. A hard copy of the Public Announcement is also being dispatch to the Registered Office of the Target Company.

Kindly take the above information on your record and disseminate the DPS on the website of BSE.

Yours truly,

For Mark Corporate Advisors Private Limited

Manish Gaur Asst. Vice President

Encl: As Above.

of the Target Company at a price of ₹10 (Ten only) per Equity Share $\boldsymbol{\eta}$ Neither the Acquirers nor any of the entities with whom they are associated, are in Securities related business and registered with SEBI as a Market Intermediary.
$\overline{8}$ As on date, the Acquirers are not having any relationship with/interest in the Target Company, except for the proposed acquisition of 26,55,091 Equity Shares representing 66.81% of the Voting Capital of the Target Company through Share Purchase Agreement by Acquirer 1. As on date, neither Acquirers nor any of their representatives are on the Board of the Target Company.

B. Information about the Sellers:

Pursuant to the Share Purchase Agreement ("SPA") entered between Acquirer 1 and the Sellers on March $\vert$ 03, 2022, Acquirer 1 has agreed to acquire 26,55,091 Equity Shares of Face Value of ₹10 (Rupee Ten only) each at a price of $\overline{z}10$ (Rupees Ten only) per share representing 66.81% of the Voting Capital from the following Shareholders of the Terret Company ("Sollars" ("Sollars") capital from the

1000 Willy Villa Cholders of the Target Company (Conicity / Oching Shareholders / .
Sr.		Part of Promoter		Shareholders	Details of Shares/Voting Rights held by the Selling
No.	Name, PAN & Address	Group (Yes/No)		Pre Transaction	Post Transaction
			No of	% vis a vis total	No of	% vis a vis total
			Shares	Share Capital	Shares	Share Capital
	Mr. Sudhir Kumar Parasrampuria	Yes	2.21.323	5.57%	Nil	N.A
	PAN: AARPP1381J
	Address ^.

Promoters/Promoter Group ("Selling Shareholders"/"Sellers") to acquire the equity shares held by them
i.e. 26,55,091 Equity Shares of ₹10 each representing 66.81% of the Equity Shares Capital of the Target
Company at a pr Crores Sixty Five Lakhs Fifty Thousands and Nine Hundred Ten only) payable in cash.
Pursuant to SPA, the Acquirers are making an Offer in terms of Regulations 3(1) and 4 of the SEBI (SAST) $\overline{2}$ Regulations, 2011 to acquire upto 10,33,300 Equity Shares of ₹10 each, representing 26% of the Equity Share Capital/Voting Capital of the Target Company ("Offer Size") at a price of ₹10 (Rupees Ten only) per Equity Share ("Offer Price"), payable in cash, subject to the terms and conditions set out in the PA, this Detailed Public Statement and the Letter of Offer that will be sent to the Public Shareholders of the Target Company
The Offer Price is payable in cash, in accordance with Regulation 9(1) of SEBI (SAST) Regulations, 2011.
$\overline{4}$ At present, the Acquirers do not have any plans to make major changes to the existing line of business of the Target Company except in the ordinary course of business. The Acquirers may diversify into new businesses with the prior approval of the Shareholders. The Acquirers may reorganize the present Capital structure of the Company and also further strengthen the Board.
The Object of the acquisition is substantial acquisition of Shares/Voting Rights and take control over the Management of the Target Company

III. SHAREHOLDING AND ACQUISITION DETAILS

The current and proposed Fouity Shareholding of the Acquirers in the Target Company and the details of their

acquisitions are as follows:
Particulars	Shareholding as on PA date		Shares agreed to be acquired through SPA		Shares acquired between PA date and the DPS date		Shares proposed to be acquired in the Offer (assuming full acceptance)		Post Offer shareholding as on 10 ^th working day after closing of Tendering Period
	No of	%	No of	%	No of	%	No of	%	No of	$%$ *
	Shares		Shares		Shares		Shares		Shares*
Acquirer 1	Nil	N.A	26.55.091	66.81%	Nil	N.A.	10.33.300 26.00%		36.88.391	92.81%
Acquirer 2	Nil	N.A	Nil	N.A
TOTAL	Nil	N.A	26.55.091 66.81%		Nil	N.A.			10.33.300 26.00% 36.88.391	92.81%

ot submitted, the Acquirers reserves the right to reject such Equity Shares tendered pursuant to this Offer.

VII. TENTATIVE SCHEDULE OF ACTIVITIES PERTAINING TO THE OFFER:

Nature of Activity	Date	Dav
Date of the Public Announcement	March 03, 2022	Thursdav
Date of publishing the Detailed Public Statement	March 10, 2022	Thursdav
Last date for filing of Draft Letter of Offer with SEBI	March 17, 2022	Thursdav
Last date of a competing offer	April 01, 2022	Fridav
Latest date by which SEBI's observations will be received	April 08, 2022	Friday
Identified Date*	April 12, 2022	Tuesdav
Last date by which the Letter of Offer will be dispatched to the Shareholders (Except the Acquirers and the Selling Shareholders) as on the Identified date	April 21, 2022	Thursday
Last date by which the recommendation of the committee of Independent Directors of the Target Company will be given and published	April 25, 2022	Monday
Last Date for revising the Offer Price/number of shares	April 26, 2022	Tuesdav
Date of Public Announcement for Opening the Offer	April 27, 2022	Wednesdav
Date of commencement of Tendering Period (Offer Opening Date)	April 28, 2022	Thursdav
Date of Closing of the Tendering Period (Offer Closing Date)	May 12, 2022	Thursday
Last date for communicating rejection/acceptance and payment of consideration for accepted equity shares/credit of unaccepted shares to	May 27, 2022	Fridav

	Flat No. 701, D-68 Shyam Dham, Madho Singh Road, Banipark, Jaipur-302016. Rajasthan.
$\overline{2}$	Mrs. Parwati Parasrampuria PAN: AARPP1382M	Yes	1,33,161	3.35%	Nil	N.A
	Address: Flat No. 701, D-68 Shyam Dham, Madho Singh Road, Banipark, Jaipur-302016. Rajasthan.
$\overline{3}$	Mr. Shashank Parasrampuria PAN: BXRPP4384F	Yes	4.20.385	10.58%	Nil	N.A
	Address: Flat No. 701, D-68 Shyam Dham, Madho Singh Road, Banipark, Jaipur-302016. Rajasthan.
$\overline{4}$	Amber Mercantiles Limited PAN: AABCA2172R	Yes	4,54,822	11.44%	Nil	N.A
	Address: D-1, Moti Lal Atal Road. 1st Floor, Behind Hotel Neelam, Jaipur-302 001. Rajasthan.
5	Magnanimous Trade & Finance Limited PAN: AABCM7366F	Yes	13.48.500	33.93%	Nil	N.A
	Address: D-1. Moti Lal Atal Road. 1st Floor, Behind Hotel Neelam, Jaipur-302 001. Rajasthan.
6	Beopar Sahayak Private Limited PAN: AAACB5887D	Yes	76,900	1.94%	Nil	N.A
	Address: Plaza Kalpana, Ground Floor, 24/147, Birhana Road, Kanpur-208001. Uttar Pradesh.
	Total		26,55.091	66.81%	Nil	N.A
2)	Acquirer 1 will acquire 26,55,091 Equity Shares representing 66.81% of the Voting Capital of the Targe Company from the Sellers at ₹10 (Rupees Ten only) per Equity Share amounting to ₹ 2,65,50,910 (Rupee

Two Crores Sixty Five Lakhs Fifty Thousand Nine Hundred and Ten only) and the said amount shall be paid as per the following slabs:

a) Acquirer 1 has paid an Earnest Money Deposit of ₹45,00,000 (Rupees Forty Five Lakhs) to the one of the sellers i.e. Magnanimous Trade & Finance Limited at the time of signing of the Share Purchase Agreement:

b) A payment of ₹15,00,000 (Rupees Fifteen Lakhs only) will be paid on or before March 31, 2022;

c) The balance payment after adjusting a) and b) above will be paid to Sellers after the completion of Open Offer formalities.

The above mentioned Equity Shares are lying in the Demat Account of the Sellers, which will be transferred to the demat account of Acquirer 1 after the successful completion of the Open Offer formalities.

$3)$ The Sellers have not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992, as amended or under any other Regulations made under the SEBI Act, 1992
C. Information about the Target Company-Macro InternationalLimited (hereinafter referred to as 'MIL"/"Target Company"):
The Target Company, bearing CIN L74120UP1993PLC015605 was incorporated on August 03, 1993 in the name of 'Macro (International) Exports Limited' in the State of Uttar Pradesh pursuant to the provisions of the Companies Act. 1956. Subsequently, the name was changed to 'Macro International Limited' and a Fresh Certificate of Incorporation consequent upon conversion was issued by the Registrar of Companies, Uttar Pradesh, on January 08, 2014. There has been no change in the name of the Company during the last three vears
$2)$ The Registered Office is currently situated at 'Plaza Kalpana', Ground Floor, 24/147, Birhana Road Kanpur- 208 001. Uttar Pradesh $3)$
Presently, the Target Company is not engaged in any business activity except earning income from Loans & Advances extended
$4)$ The Authorized Share Capital of the Target Company is ₹5,00,00,000 (Rupees Five Crores only) comprising of 50,00,000 (Fifty Lakhs only) Equity Shares of ₹10 each. The Paid-Up Equity Share Capital of the Target Company is ₹3,97,40,700 (Rupees Three Crore Ninety Seven Lakhs Forty Thousand and Seven Hundred only) comprising of 39,74,070 (Thirty Nine Lakhs Seventy Four Thousand and Seventy) Equity Shares of ₹10 each fully paid up.
$5)$ The Equity Shares of the Target Company are listed on BSE Limited, Mumbai ("BSE") having a scrip code as 512600. The Equity Shares of the Target Company are frequently traded within the meaning of explanation provided in Regulation 2(i) of the Regulations. The ISIN of the Target Company is INE307N01014.

*Assuming full acceptance in the Open Offer. However, the acquirers/sellers undertake that if the public shareholding in the Company fall below the limit specified in the listing agreement with the stock exchange for the purpose of listing on continuous basis pursuant to the SPA and Open Offer, the acquirer will acquire only such number of shares under SPA so as to maintain the specified public shareholding in the company.

IV. OFFER PRICE

$8)$

The Equity Shares of the Target Company are presently listed on BSE Limited, Mumbai ("BSE") having Scrip $1)$ Code as 512600
$2)$ The annualized trading turnover of the Equity Shares of the Target Company during Twelve (12) calendar months preceding the month of PA (March 2021 to February 2022) on the Stock Exchange on which the Equity Shares of the Target Company are listed is given below.

Name of the Stock Exchange	Total Number of shares traded during the preceding 12 calendar months prior to the month of PA	Total No. of Equity Shares listed	Annualized trading turnover (as % of total number of listed shares
BSE Limited	5.36.962	39.74.070	13.51%

(Source: www.bseindia.com)

3) Based on the above, the Equity Shares of the Target Company are frequently traded during twelve (12) calendar months preceding the calendar month in which PA is made within the meaning of explanation provided in Regulation 2(j) of the Regulations.
The Offer Price of ₹10 (Rupees Ten only) is justified in terms of Regulation 8(2) of the Regulations on the $4)$ basis of the following:

Sr. No.	Particular	Amount (in $\bar{z}$ )
A	Negotiated Price as per Share Purchase Agreement	10.00
B	The volume-weighted average price paid or payable per Equity Share for acquisition by the Acquirers, during 52 weeks immediately preceding the date of Public Announcement	Not Applicable
C	The highest price paid or payable for any acquisition by the Acquirers, during 26 weeks immediately preceding the date of the Public Announcement	Not Applicable
D	The volume-weighted average market price of Equity shares of the Target Company for a period of sixty (60) trading days immediately preceding the date of PA as traded on BSE, being the Stock Exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period	8.85
E	Where the shares are not frequently traded, the price determined by the Valuer taking into account Valuation Parameters per Equity Share including Book Value, Comparable Trading Multiples and such other parameters as are customary for Valuation of Equity Shares	Not Applicable
F	Other Financial Parameters as at:	December 31, 2021
		(Un-Audited)
	Return on Net worth (%) (i)	Negative
	(ii) Book Value Per Share (₹)	12.93
	(iii) Earnings Per Share (₹)	Negative

In view of the parameters considered and presented in the table above and in the opinion of the Acquirers and Manager to the Offer, the Offer Price of ₹10 (Rupees Ten only) per Equity Share is justified in terms of Regulation 8 (2) of the Regulations.
$6)$ There have been no corporate actions in the Target Company warranting adjustment of relevant price parameters.
As on date, there is no revision in the Offer Price or Offer Size. In case of any revision in the Offer Price or Offer $7)$ Size, the Acquirers shall comply with regulation 18 of the Regulations and all the provisions of the Regulations which are required to be fulfilled for the said revision in the Offer Price or Offer Size
If the Acquirers acquires or agrees to acquire any Equity Shares or Voting Rights in the Target Company during the offer period, whether by subscription or purchase, at a price higher than the Offer Price, the Offer Price shall stand revised to the highest price paid or payable for any such acquisition in terms of Regulation 8(8) of Regulations. Provided that no such acquisition shall be made after the third working day prior to the commencement of the tendering period and until the expiry of the tendering period. Further, in accordance with Regulations 18(4) and 18(5) of the Regulations, in case of an upward revision to the Offer Price or to the Offer Size, if any, on account of competing offers or otherwise, the Acquirers shall (i) make public announcement in the same newspapers in which this DPS has been published; and (ii) simultaneously notify to SEBI, BSE and the Target Company at its Registered Office. Such revision would be done in compliance with other formalities prescribed under the Regulations.

* account I demat

*Identified Date is only for the purpose of determining the names of the shareholders (except the Acquirers and the Selling Shareholders) as on such date to whom the Letter of Offer will be sent. It is clarified that all the Public Shareholders (registered or unregistered) of the Target Company, are eligible to participate in this Offer any time during the tendering period of the Offer.

VIII. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECEIPT OF LETTER OF OFFER

All the Public Shareholders (except the Acquirers and Sellers) holding the Equity Shares in dematerialized form, registered or unregistered, are entitled to participate in this Offer, any time before the closure of the tendering period of this Offer. Further, please note that, SEBI vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 .
dated July 31, 2020 has clarified that shareholders holding securities in physical form are also allowed to tender shares in the Open Offers. However, such tendering shall be as per the provisions of the Regulations.
$2)$ Persons who acquired Equity Shares of the Target Company but (a) who have not received the Letter of Offer ("LoF"). (b) who have acquired the Equity Shares but whose names do not appear in the register of members of the Target Company as on the Identified Date or unregistered owners may participate in this Open Offer.
The Open Offer will be implemented by the Company through Stock Exchange Mechanism made available by the Stock Exchange in the form of a separate window ("Acquisition Window") as provided under Circular Nos. CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 issued by SEBI
BSE Limited, Mumbai ("BSE") shall be the Stock Exchange for the purpose of tendering the Equity shares in the $4)$ Open Offer.
The Acquirers have appointed S W Capital Private Limited ("Buying Broker") for the Open Offer through whom $5)$ the purchases and settlement of the Shares tendered in the Open Offer shall be made The Contact Details of the Buving Broker are mentioned below:

S W Capital Private Limited

Address: 4th Floor, Sunteck Centre, 37/40, Subhash Road, Near Garware House, Vile Parle (E), Mumbai-400 057, Maharashtra, India | Tel No.: + 91 22 4268 7451/39 Contact Person: Mr. Hemant Shah

The Letter of Offer would be available on the website of SEBI i.e. www.sebi.gov.in.
THE DETAILED PROCEDURE FOR TENDERING THE SHARES IN THE OFFER WILL BE AVAILABLE IN THE IX. LETTER OF OFFER

X. OTHER INFORMATION

1) For the purpose of disclosures in this DPS relating to the Target Company, the Acquirers have relied on the publicly available information and information provided by the Target Company and have not independently verified the accuracy of details of the Target Company. Subject to the aforesaid, the Acquirers accepts the responsibility for the information contained in the Detailed Public Statement and also for the obligations of the Acquirers laid down in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments made thereof.
2) Pursuant to Regulation 12 of the Regulations, the Acquirers have appointed Mark Corporate Advisors Private Limited as Manager to the Offer.
The Acquirers have appointed Beetal Financial & Computer Services Private Limited, as Registrar to the Offer having Office at Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, New Delhi-110062, Tel No.: +91 1129961281/83, +91 11 2605 1061, +91 11 26051064 Fax No.: +91 1129961284, Email ID: [email protected], [email protected]; Contact Person: Mr. Punit Mittal; SEBI Reg. No.: INR000000262.
4) In this DPS, any discrepancy in any table between the total and sums of the amount listed is due to rounding off and/or regrouping.

5) This DPS and the PA will also be available on the website of SEBI i.e. www.sebi.gov.in

Issued by Manager to the Offer:

Mark Corporate Advisors Private Limited CIN: U67190MH2008PTC181996 SEBI Regn No.: INM000012128 404/1, The Summit Business Bay, Sant Janabai Road (Service Lane), Off Western Express Highway, Vile Parle (East), Mumbai-400 057. Contact Person: Mr. Manish Gaur Tel. No.: +91 22 2612 3207/08 E-Mail ID: [email protected] Website: www.markcorporateadvisors.com

c/cc

On behalf of the Acquirers:

For Aceso Research Labs LLP

Sd/-	Sd/-
Authorized Signatory	Shailaja Ravikanti
("Acquirer 1")	("Acquirer 2")
Place: Hyderabad	Date: March 10, 2022

AI assistant

ASTAL LABORATORIES LIMITED M&A Activity 2022

60977_rns_2022-03-10_afff5469-5ec5-424c-8ab3-c320cbd8c818.pdf