Capacit'e Infraprojects Limited — Major Shareholding Notification 2020

Sep 21, 2020

Date: September 21, 2020

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort. Mumbai 400 001 BSE Scrip Code: 540710

National Stock Exchange of India Ltd Exchange Plaza, C/1, Block G. Bandra - Kurla Complex, Bandra (East), Mumbai 400 051 NSE Code: CAPACITE

Subject: Prior Intimation under Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") for proposed acquisition of shares

Dear Sir / Madam,

Please find herewith the intimation in prescribed format under Regulation 10(5) of Takeovers Regulations in respect of the proposed direct and indirect acquisition of equity shares of Capacit'e Infraprojects Limited, Target Company (TC) from Mr. Rohit Ramnath Katyal, Promoter of TC.

The proposed acquisition is pursuant to inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(i) of Takeovers Regulations.

We hereby request you to take on record the intimation and acknowledge the receipt.

Thanking you, Yours faithfully,

(Rahul Ramnath Katyal) Acquirer

Encl: as above

$\mathcal{L}=\sqrt{m_{\rm eff}}$

(Sakshi Rohit Katyal) Acquirer

CC: Company Secretary/Compliance Officer Capacit'e Infraprojects Ltd 605-607, Shrikant Chambers, Phase-I, 6th Floor, Adjacent to R. K. Studios, Sion Trombay, Road, Chembur, Mumbai- 400071

ANNEXURE - 1

$g_{\rm c}=-20$

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulation, 2011)

1.		Name of the Target Company (TC)	Capacit'e Infraprojects LimitedBSE Scrip Code: 540710NSE Trading Symbol: "CAPACITE"
2.		Name of the acquirer(s)	Mr. Rahul Ramnath Katyal1.Mrs. Sakshi Rohit Katyal2.
3.	Whether the acquirer(s) is/ are promoters of the TCprior to the transaction. If not, nature of relationshipor association with the TC or its promoters		Mr. Rahul Ramnath Katyal is the Promoter of TC$\uparrow$ .2.Mrs. Sakshi Rohit Katyal is spouse of Mr. RohitRamnath Katyal and part of Promoter Group andqualifying persons as defined in Regulation$10(1)(a)(i)$ .
4.	Details of the proposed acquisition		In the proposed Transaction along with the Directacquisition in TC, the Acquirers also intends toIndirectly acquire equity shares and voting right inTC. In addition to the below details please referAnnexure A.
	a.	Name of the person(s) from whom shares areto be acquired	Mr. Rohit Ramnath Katyal (refer Annexure - A)
	b.	Proposed date of acquisition	28th September, 2020
	c.	Number of shares to be acquired from eachperson mentioned in 4(a) above	1. Mr. Rahul Ramnath Katyal, intends to acquire22,56,023 Equity Shares directly of the TC.
			The Acquirer also intends to acquire EquityShares and Voting Rights of the TC indirectlyby acquiring;
			10.00% of equity shares of Katyali.Merchandise Private Limited which holds13.36% in TC;
			5% Share in Asutosh Trade Links, aii.partnership firm which holds 1.75% in TCthrough its Partners.
			2. Mrs. Sakshi Rohit Katyal, intends to acquire22,56,023 Equity Shares directly of TC.
			The Acquirer also intends to acquire EquityShares and Voting Rights of the TC indirectlyby acquiring;
			44.03% of equity shares of Katyali.Merchandise Private Limited whichholds 13.36% in TC;

		ii.40% Share in Asutosh Trade Links,partnership firm which holds 1.75% inTC through its Partners.
Total shares to be acquired as % of shareld.Refer Annexure Acapital of TC
le.	Price at which shares are proposed to beacquired	NIL - As Transfer of Equity Shares is by way of Gift,without consideration through off market transaction.
	Rationale, if any, for the proposed transfer	Inter-se transfer of equity shares among immediateRelatives as envisaged in Regulation $10(1)(a)(i)$pursuant to family arrangement.
5.	Relevant sub-clause of regulation $10(1)(a)$ under $ 10(1)(a)(i) $which the acquirer is exempted from making openoffer
6.	If, frequently traded, volume weighted average Not Applicable, As Transfer of Equity Shares is bymarket price for a period of 60 trading days way of Gift without consideration through off marketpreceding the date of issuance of this notice as transaction.traded on the stock exchange where the maximumvolume of trading in the shares of the TC arerecorded during such period.If in-frequently traded, the price as determined in Not Applicableterms of clause (e) of sub-regulation (2) ofregulation 8.
7 1
8.	Declaration by the acquirer, that the acquisition Not Applicableprice would not be higher by more than 25% of theprice computed in point 6 or point 7 as applicable.

We got it

9.i. Declaration by the acquirer, that the transferor andtransferee have complied (during 3 years prior to thedate of proposed acquisition) / will comply withtheapplicable disclosure requirements in Chapter V of theTakeover Regulations, 2011 (corresponding provisionsof the repealed Takeover Regulations, 1997).			disclosure requirements in
10.		We hereby declare that all the conditionsspecified under Regulation 10(1)(a) with respect toexemptions has been duly complied with.
11.Shareholding details		Before theproposedtransaction		After the proposedtransaction
		No. ofshares/ votingrights	% w.r.ttotalsharecapitalof TC	No. ofshares/ votingrights	$%$w.r.ttotalsharecapita$ $ ofTC
a.	Acquirer(s) and PACs (other than sellers)(*)
	Acquirer(s)
		61,24,930	9.02%	83,80,953	12.34 %
	Sakshi Rohit Katyal	70	0.00%	22,56,093	3.32 %
		25,25,439	3.72%	25,25,439	3.72%
	Asutosh Trade Links)$	11,89,153	1.75%	11,89,153	1.75%
		70	0.00%	70	0.00%
		90,72,994	13.36%	90,72,994	13.36%
b.	Seller (s)
	Rohit Ramnath Katyal				9.29%
	TOTAL	2,98,28,846	43.79%		43.79%
		furnished.exemptions has been duly complied with.Rahul Ramnath KatyalPACs (other than sellers)Subir MalhotraNidhi Rahul KatyalKatyal Merchandise Private Limited $	ii. The aforesaid disclosures made during previous 3years prior to the date of proposed acquisition to beDeclaration by the acquirer that all the conditionsspecified under regulation 10(1)(a) with respect toRohit Ramnath Katyal (Acting as a partner of M/s10,816,190*	applicable15.93%	We hereby declare that the transferor andtransferee have complied and will comply withChapter V of Takeovers Regulations, 2011.Not Applicable, being inter - se transfer amongstImmediate relatives covered under Regulation10(1)(a)(i) of Takeovers Regulations, 2011.63,04,1442,98,28,846

*45,12,046 Equity Shares are jointly held with Mr. Rahul R. Katyal; $ for details of Indirect Transfer refer Annexure - A.

(Rahul Ramnath Katyal) Acquirer

$\sim$

Date: September 21, 2020 Place: Mumbai

(Sakshi Rohit Katyal) Acquirer

"ANNEXURE - A"

Indirect transfer of holding in the TC amongst Promoters and immediate relatives thereof (Qualifying Persons)

Name of the Entity whose holding areproposed to be transferred	No. of Equity shares heldin TC	% of Equity holding in theТC
Merchandise Private LimitedKatyal(Note1)	90,72,994	13.36%
Rohit Ramnath Katyal(Acting as a partner of M/s AsutoshTrade Links) (Note2)	11,89,153	1.75%

Note 1:

Proposed transfer of Equity Shares of Katyal Merchandise Private Limited (KMPL)

Name of Shareholders	No. of EquityShares held priorto Transfer	Pre %holding ofKMPL	No. of EquityShares heldPost Transfer	Post %holding ofKMPL
Transferor's
Rohit Ramnath Katyal	6,000	60.00%	5,97	5.97%
Transferee's
Rahul R. Katyal	4,000	40.00%	5,000	50%
Sakshi Rohit Katyal	0.00	$0.00%$	4,403	44.03%
TOTAL	10,000	100.00%	10,000	100.00

Note 2:

Proposed transfer of Share in partnership firm M/s Asutosh Trade Links (ATL)

Name of Partners	Pre % of Share in ATL	Post % of Share in ATL
Retiring Partner
Rohit Ramnath Katyal	45.00%	0.00%
Remaining Partners
Rahul R. Katyal	45.00%	50.00%
Sakshi Rohit Katyal	10.00%	50.00%
TOTAL	100.00%	100.00

Jancie 15%