Bata India Limited — Major Shareholding Notification 2019

Nov 15, 2019

Global Footwear Services Pte. Ltd., 111 North Bridge Road, #19-04 Peninsula Plaza, Singapore 179098 Tel: +65 6339 1433 Fax: +65 6339 7688 Email: inquiry@globalfs.com.sg

November 15, 2019

To:

BSE Limited Phirozee Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700001

National Stock Exchange of India Limited Exchange Plaza, C/1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051

Bata India Limited 27B, Camac Street, 1st Floor, Kolkata - 700016

Disclosure pursuant to Regulation 29(1) of the Securities and Exchange Board of India (Substantial Sub: Acquisition of Shares and Takeover) Regulations, 2011 (the "Takeover Regulations")

Dear Sir/Ma'am,

• Bata India Limited ("BIL") is a public company incorporated and existing under the laws of India, and 1. having its registered office at 27B, Camac Street, 1st Floor, Kolkata – 700016, West Bengal, India. The equity shares of BIL are listed on BSE Limited, National Stock Exchange of India Limited, and the Calcutta Stock Exchange Limited.
• $\overline{2}$ . The promoter of BIL is its immediate parent, Bata BN ("BBN"), a financial holding company incorporated and existing under the laws of the Netherlands, having its registered office at Europaplein 1, 5684 ZC, Best, the Netherlands. BBN holds 52.96% (fifty two point nine six percent) of the equity shares of BIL. The shareholding pattern of BIL as of November 1, 2019 is as under:

Category of shareholder	Number of shares	Percentage of Shares
Promoter (BBN)	68.065.514	52.96%
Public shareholders	60.462,026	47.04%

• $3.$ At present, BBN is a wholly owned subsidiary of International Footwear Distributors S.à r.l. ("IFDS"), which is a private limited liability company organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6 Rue Eugène Ruppert, 2453 Luxembourg, Grand Duchy of Luxembourg. The entire share capital of IFDS is in turn held by Western Investment & Trading Company Limited ("Western"), a company organised and existing under the laws of Bermuda, having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
• As a part of an internal reorganisation of the group companies which are under the ownership and control of $4.$ Western, the entire share capital of IFDS held by Western (12,500 ordinary shares representing 100% of the share capital of IFDS) has been transferred by Western to Global Footwear Services Private Limited ("GFSPL") a limited liability company organized and existing under the laws of Singapore, having its registered office at 111 North bridge Road, #19-04 Peninsula Plaza, Singapore - 179098, a wholly owned subsidiary of Western (the "Transaction").
• 1. IFDS and GFSPL are both wholly owned subsidiaries of, and controlled by Western.
• 1. Post Transaction, GFSPL holds the entire share capital of IFDS, and therefore indirectly holds the entire share capital of BBN. GFSPL therefore, indirectly holds 52.96% (fifty two point nine six percent) of the equity shares of BIL. However, there is no change in the shareholding in BIL pursuant to the Transaction. Please see enclosed a diagrammatic depiction of the direct and indirect ownership structure of BIL pre and post Transaction, in Annexure I.
• We enclose here with, the disclosure in terms of Regulation $29(1)$ of the Takeover Regulations, in the format 7. specified therein, in relation to the Transaction.

Kindly acknowledge the receipt of this letter.

Regards, Signed for and on behalf of Global Footwear Services Private Limited

$\mu$ $\iota$

Name: Chong Chee Kiam JeremyDesignation: DirectorDate: 15th November 2019 Place: Singapore

Annexure I

Direct and indirect shareholding of BIL pre and post Transaction

FORMAT FOR DISCLOSURES UNDER REGULATION 29(1) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

Part-A - Details of the Acquisition

Name of the Target Company (TC)	Bata India Limited ("BIL")
Name(s) of the acquirer and Persons Acting inConcert (PAC) with the acquirer	Global Footwear Services Private Limited("GFSPL") a limited liability companyorganized and existing under the laws ofSingapore, having its registered office at 111North bridge Road, #19-04 Peninsula Plaza,Singapore $-179098$ .
Whether the acquirer belongs to Promoter/Promoter Group	The acquirer i.e. GFSPL and the promoter ofthe TC i.e. Bata BN ("BBN") are whollyowned subsidiaries of, and are controlled byWestern Investment and Trading CompanyLimited ("Western"), a company organisedand existing under the laws of Bermuda,having its registered office at ClarendonHouse, 2 Church Street, Hamilton HM 11,Bermuda. GFSPL is a direct wholly ownedsubsidiary of Western and BBN is an indirectwholly owned subsidiary of Western.
Name(s) of the Stock Exchange(s) where theshares of TC are Listed	BSE LimitedNational Stock Exchange of India LimitedCalcutta Stock Exchange Limited
Details of the acquisition as follows	Number	% w.r.t. totalshare/votingcapitalwhereverapplicable	% w.r.t. totaldiluted share/voting capitalof the TC
Before the acquisition under consideration,holding of acquirer along with PACs of:Shares carrying voting rightsa)Shares in the nature of encumbrance (pledge/b)lien/non-disposal undertaking/others)c) Voting rights (VR) otherwise than by equitysharesWarrants/ convertible securities/ any otherd)instrument that entitles the acquirer to receiveshares carrying voting rights in the TC(specify holding in each category)Total $(a+b+c+d)$e)	(a) Please refer to Annexure A .(b) NA$(c)$ NA$(d)$ NA(e) Please refer Annexure A.
Details of acquisitionShares carrying voting rights acquireda)VRs acquired otherwise than by equity sharesb)Warrants/ convertible securities/ any other$\mathbf{c})$instrument that entitles the acquirer to receiveshares carrying category) acquired		(a) GFSPL has acquired 12,500 ordinaryshares representing 100% of the sharecapital/voting rights of IFDS (which inturn holds 100% of the shares/ votingrights in BBN, the promoter of BIL

Shares in the nature of encumbrances (pledge/d)lien/non-disposal undertaking/others)Total $(a+b+c+/-d)$$\epsilon$	holding 52.96% equity shares/votingrights in BIL) from Western. Both IFDSGFSPLwhollyownedandaresubsidiaries, and controlled by Westernand therefore, there is no change in theshareholding/votingrightsinBILpursuant to the Transaction.(b) NA$(c)$ NA$(d)$ NA(e) Please refer details set out in (a) above.
After the acquisition, holding of acquirer alongwith PACs of:
Shares carrying voting rightsa)VRs otherwise than by equity sharesb)Warrants/convertible securities/anyother$\mathbf{c})$instrument that entitles the acquirer to receiveshares carrying voting rights in the TC(specify holding in each category) afteracquisition	(a) Please refer to Annexure A .(b) NA$(c)$ NA
Shares in the nature of encumbrance (pledge/d)lien/non-disposal undertaking/others)Total $(a+b+c+d)$e)	$(d)$ NA(e) Please refer Annexure A.
Mode of acquisition (e.g. open market/ publicissue/rights issue/preferential allotment/inter-setransfer/encumbrance etc.)	Inter-se transfer among 'qualifying persons'as referred to in Regulation $10(1)(a)(iii)$ of theTakeover Regulations. Western (i.e. seller)and GFSPL (i.e. acquirer) are qualifyingpersons as GFSPL is a wholly ownedsubsidiary of Western. Further, IFDS andbeingwhollyGFSPL,bothownedsubsidiaries of, and controlled by Western, arefellow subsidiaries.
features of the securities acquiredSalientincluding time till redemption, ratio at which itcan be converted into equity shares, etc.	GFSPL has acquired 12,500 ordinary shares inIFDS representing 100% of the share capital inIFDS. IFDS is holding 20,500 shares,representing 100% of the share capital/votingrights in BBN, the promoter of the TC.
Date of acquisition of/ date of receipt ofintimation of allotment of shares/ VR/ warrants/convertible securities/ any other instrument thatentitles the acquirer to receive shares in the TC.	November 14th 2019
Equity share capital/total voting capital of the TCbefore the said acquisition	INR 642,637,700, divided into 128,527,540equity shares of INR 5/- each.
Equity share capital/total voting capital of the TCafter the said acquisition	INR 642,637,700, divided into 128,527,540equity shares of INR 5/- each.
Total diluted share/voting capital of the TC afterthe said acquisition	INR 642,637,700, divided into 128,527,540equity shares of INR 5/- each.

Annexure A

Shareholding Pattern of Target Company (i.e. BIL)

Shareholders		Pre-Transaction		Post-Transaction
	Number	$%$ w.r.ttotalsharecapitalof TC	$%$ w.r.ttotaldilutedshare/votingcapital ofTC	No. ofshares/votingrights	$%$ w.r.ttotalsharecapitalof TC	$%$ w.r.ttotaldilutedshare/votingcapital ofTC
Bata BN(Promoter)	68,065,514	52.96	52.96	68,065,514	52.96	52.96
PublicShareholders	60,462,026	47.04	47.04	60,462,026	47.04	47.04

Shareholding Pattern of the Promoter of BIL (i.e. Bata BN) of the Target Company

Shareholders	Pre-Transaction			Post-Transaction
	Number	$%$ w.r.ttotalsharecapital	$\frac{0}{0}$w.r.ttotaldilutedshare/votingcapital	Number	$%$ w.r.ttotal sharecapital	$%$ w.r.ttotaldilutedshare/votingcapital
IFDS	20,500	100	100	20,500	100	100

Shareholding Pattern of IFDS

Shareholders	Pre-Transaction			Post-Transaction
	Number	$%$ w.r.ttotalsharecapital	$\frac{0}{0}$w.r.ttotaldilutedshare/votingcapital	Number	$%$ w.r.ttotal sharecapital	$%$ w.r.ttotaldilutedshare/votingcapital
Western	12,500	100	100	NIL	NIL	NIL
GFSPL	NIL	NIL	NIL	12,500	100	100

Shareholding Pattern of GFSPL

Shareholders	Pre-Transaction			Post-Transaction
	Number	$%$ w.r.ttotalsharecapital	$\frac{0}{0}$w.r.ttotaldilutedshare/votingcapital	Number	$%$ w.r.ttotal sharecapital	$%$ w.r.ttotaldilutedshare/votingcapital
Western	5000	100	100	5000	100	100