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Easy Trip Planners Limited — Proxy Solicitation & Information Statement 2025
Jan 6, 2025
59372_rns_2025-01-06_3ac757c5-f83f-4abb-9719-dbf8484f01f6.pdf
Proxy Solicitation & Information Statement
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January 6, 2025
| BSE Ltd. P J Towers, Dalal Street, Fort Mumbai – 400001 Scrip Code: 543272 |
National Stock Exchange of India Limited (NSE). Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051 Symbol: EASEMYTRIP |
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Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations “ ” - and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ) Corrigendum to the Notice of Postal Ballot dated December 8, 2024.
Dear Sir/ Madam,
In compliance with the provisions of the Companies Act, 2013 read with rules made thereunder and applicable provisions of SEBI regulations, the Company had issued Postal Ballot Notice dated December 8, 2024 seeking approval of members. The Postal Ballot Notice has already been circulated to all the members of the company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., November 29, 2024.
The enclosed Corrigendum is being issued by the Company in compliance with the directions issued by the NSE Limited to the Company. The Company is therefore amending the said Postal Ballot Notice to the extent mentioned in this Corrigendum.
All other contents/information mentioned in the said Postal Ballot Notice shall remain unchanged. The enclosed Corrigendum should be read in continuation of and in conjunction with the said Postal Ballot Notice. A copy of the Corrigendum is enclosed herewith for your reference and records
Thanking you, Yours
faithfully,
For Easy Trip Planners Limited
PRIYANKA Digitally signed by PRIYANKA TIWARI TIWARI Date: 2025.01.06 16:33:19 +05'30'
Priyanka Tiwari Group Company Secretary and Chief Compliance Officer Membership No.: A50412
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EASY TRIP PLANNERS LIMITED
[CIN: L63090DL2008PLC179041] Regd. Office: 223 FIE PATPARGANJ INDUSTRIAL AREA DELHI East Delhi DL 110092 Tel No: +91- 11 43030303, 41066546 Website: www.easemytrip.com Email ID: [email protected] Corrigendum to Postal Ballot Notice dated December 8, 2024
This Corrigendum to the public announcement dated December 8, 2024 (“ Public Announcement ”) is in continuation of and should be read in conjunction with the Public Announcement issued in connection with the captioned Postal Ballot Notice (“ Notice ”) of the Company.
- In the ‘Objects of the preferential issue:’ in the Notice, the following is inserted at the end of existing Clause 2:
Following table reflects the names of the target companies, the number of shares to be acquired by the Company in the respective Target Companies, and the applicable swap ratio as per the Share Swap Ratio Report dated December 8, 2024 issued by Samarth Valuation Advisory LLP, a Registered Valuer bearing IBBI Registration No. IBBI/RV-E/06/2021/157:
| Name of Allottee |
Target Company |
Mode of Consideratio n for Preferential Allotment |
Number of equity shares proposed to be issued by the Company |
Swap Ratio (Company : Respectiv e Target Company) |
Number of shares of Target Companies to be acquired/ Shareholdin **g %age ** |
|---|---|---|---|---|---|
| Jeewani Hospitality Private Limited |
Jeewani Hospitality Private Limited |
Non-cash | 5,48,84,742 | 6.10:1 | 90,00,000 (50%) |
| Rollins International Private Limited |
Rollins Internationa l Private Limited |
Non-cash | 3,29,30,845 | 19.33:1 | 17,03,973 (30%) |
| Pflege Home Health Care Center L.L.C |
Pflege Home Health Care Center L.L.C |
Non-cash | 54,88,474 | 93025:1 | 59 (16.44%) |
| Mr. Bhisham Sheoran |
Pflege Home Health Care Center L.L.C |
Non-cash | 1,08,83,918 | 93025:1 | 117 (32.59%) |
| Mr. Gagandeep Singh |
Planet Education Australia PtyLtd |
Non-cash | 1,07,57,409 | 43907.79: 1 |
245 (24.50%) |
| Mr. Sanket Champaklal Shah |
Planet Education Australia PtyLtd |
Non-cash | 1,07,57,409 | 43907.79: 1 |
245 (24.50%) |
| TOTAL | 12,57,02,797 | ||||
| Ms. Jacqueline Genevieve Fernandez |
Cash | 27,44,237 | Not Applicable |
Not Applicable |
| TOTAL | 27,44,237 | ||||
|---|---|---|---|---|---|
| GRAND TOTAL |
12,84,47,034 |
- In point number 5 on page number 19 of the Notice, the following existing clause may be substituted as under:
Existing Clause:
“Since the equity shares of the Company are listed on the NSE and BSE and are most frequently traded at NSE in terms of Regulation 164(5) of SEBI (ICDR) Regulations, the minimum issue price has been calculated on the basis of trading at NSE at which highest trading volume in respect of equity shares of the company has been recorded during the 240 Trading Days preceding the relevant date.”
Substituted Clause:
Since the equity shares of the Company are listed on the NSE and BSE and are most frequently traded at NSE in terms of Regulation 164(5) of SEBI (ICDR) Regulations, the minimum issue price has been calculated on the basis of trading at NSE at which highest trading volume in respect of equity shares of the company has been recorded during the 90 Trading Days preceding the relevant date.
3. The existing point number 10(c) on page number 21 of the Notice be substituted with the following new point number 10(c) as under:
The Company hereby undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be in lock-in till the time such amount is paid by allottees.
- After the existing point number 19 ending on page number 25 of the Notice, the following new point number 20 on page number 25 of the Notice be inserted and the existing point number 20 on page number 25 of the Notice be renumbered as point number 21:
In accordance with Regulation 163(3) of the SEBI (ICDR) Regulation, the specified securities will be issued by the Company on a preferential basis for consideration other than cash only through swap of shares as per the Valuation Report and the Share Swap Ratio Report both dated December 8, 2024 issued by Samarth Valuation Advisory LLP, a Registered Valuer bearing IBBI Registration No. IBBI/RV-E/06/2021/157 which has been submitted to the relevant stock exchange(s) where the equity shares of the Company are listed.
In case any shareholder, including the shareholders who have already voted, has any query in respect of the above may write to the Group Company Secretary and Chief Compliance Officer on [email protected] and the Scrutinizer appointed for the ongoing postal ballot on [email protected] on or before January 8, 2025 (06.00 P.M. IST).
Note: Except as detailed in this Corrigendum, the contents and other terms of the Public Announcement and the Notice remains unchanged, and this Corrigendum shall be read as an integral part and parcel of the Notice.
For Easy Trip Planners Limited
Sd/Priyanka Tiwari Group Company Secretary & Chief Compliance Officer
Date: January 6, 2024 Place: Delhi