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Ester Industries Ltd. Major Shareholding Notification 2021

Apr 22, 2021

62215_rns_2021-04-23_60d2096c-0bb8-4aec-b036-c2736f4ec9ec.pdf

Major Shareholding Notification

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To
BSE Limited
Department of Corporate
Services, Phirojee Jeejeebhoy
Towers, Dalal Street,
Mumbai – 400 023
To
National Stock Exchange of
India Ltd.
Exchange Plaza, Plot no. C/1, G
Block, Bandra-Kurla Complex
Bandra (E), Mumbai - 400 051
To
Ester Industries Limited
Sohan Nagar, P. O.
Charubeta, Khatima-
262308,
Distt. Udham Singh Nagar,
Uttarakhand

Dear Sir

Sub – Disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

Target Company – ESTER INDUSTRIES LIMITED

Please find enclosed Disclosure pursuant to Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for acquisition of indirect control over 4.99% Equity Shares of Target Company.

After this transaction, there is no change in aggregate shareholding of Promoters/Promoters group.

This is for your information and record.

Regards

==> picture [122 x 42] intentionally omitted <==

Jai Vardhan Singhania

Place – Dubai Date – 22/04/2021

Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Name of the Target Company (TC) Ester Industries Limited Ester Industries Limited Ester Industries Limited
Name(s) of the acquirer and Persons Acting
in Concert (PAC) with the acquirer
Mr. Jai Vardhan Singhania
Persons acting in Concert (PAC)
M/s Wilemina Finance Corp.
M/s. MOVI Limited
Mr. Arvind Singhania
Mr. Ayush Vardhan Singhania
Mrs. Uma Devi Singhania
M/s. Fenton Investments PrivateLimited
Whether the acquirer belongs to
Promoter/Promotergroup
Yes
Name(s) of the Stock Exchange(s) where the
shares of TC areListed
National Stock Exchange of India Ltd.
BSE Limited
Detailsofthe acquisition / disposal as
follows
Number % w.r.t. total
share/voting
capital
wherever
applicable(*)
% w.r.t. total
diluted
share/voting
capital of the
TC(**)
Before the acquisition under consideration,
holding of : (Acquirer and PAC)
a) Shares carrying voting rights
b) Shares in the nature of
encumbrance (pledge/ lien/ non-
disposal undertaking/ others)
c) Voting rights (VR) otherwise than by
shares
d) Warrants/convertible securities/any
other instrument that entitles the
acquirer to receive shares carrying
voting rights in the TC (specify
holding in each category)
e) Total(a+b+c+d)
53408203
_
--
--
53408203
64.04
--
--
--
64.04
64.04
--
--
--
64.04
Details of acquisition/sale
a) Shares carrying voting rights
acquired/sold
b) VRs acquired /sold otherwise than by
shares
c) Warrants/convertible securities/any
other instrument that entitles the
acquirer to receive shares carrying
votingrights in the TC(specify
As per annexure
--
--
As per annexure
--
--
As per annexure
--
--
holding in each category)
acquired/sold
d) Shares encumbered /
invoked/released by the acquirer
e) Total (a+b+c+/-d)
--
As per annexure
--
As per annexure
--
As per annexure
After the acquisition/sale, holding of: (Acquirer
and PAC)
a) Shares carrying voting rights
b) Shares encumbered with the acquirer
c) VRs otherwise than by shares
d) Warrants/convertible securities/any
other instrument that entitles the
acquirer to receive shares carrying
voting rights in the TC (specify
holding in each category) after
acquisition
e) Total (a+b+c+d)
53408203
--
--
--
53408203
64.04
--
--
--
64.04
64.04
--
--
--
64.04
Mode of acquisition / sale (e.g. open market
/ off-market / public issue / rights issue /
preferential allotment/inter-se transfer etc).
As per Annexure
Date of acquisition / sale of shares / VR or
date of receipt of intimation of allotment of
shares, whichever is applicable
20thApril, 2021
Equity share capital / total voting capital of
the TC before the said acquisition / sale
83393759 Equity Shares of Rs. 5 each
aggregating to Rs. 41,69,68,795/-
Equity share capital/ total voting capital of
the TC after the said acquisition / sale
83393759 Equity Shares of Rs. 5 each
aggregating to Rs. 41,69,68,795/-
Total diluted share/voting capital of the
TC after the said acquisition
83393759 Equity Shares of Rs. 5 each
aggregating to Rs. 41,69,68,795/-

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

==> picture [122 x 30] intentionally omitted <==

Jai Vardhan Singhania

Place : Dubai Date: 22/04/2021

Annexure

Ester Industries Limited (TC) is a listed Public limited company incorporated under the Companies Act, 1956. Movi Limited is Promoter Group Company of TC and holds 41,60,000 Equity Shares (4.99%) of TC. Mr. Vinay Kumar Modi holds 100% shares of Movi Limited. Mr. Vinay Kumar Modi has transferred through gift his 100% shareholding in Movi Limited to his daughter’s son Mr. Jai Vardhan Singhania. Pursuant to this transaction, Mr. Jai Vardhan Singhania has acquired 100% shares of Movi Limited and thus indirectly acquired control of 4.99% Equity in TC.

This transaction has no impact in direct shareholding of any Promoter/Promoter Group entity. Details of pre-post transaction shareholding of Promoters/Promoter Group entities are as stated below –

Name of Acquirer and
PACs
Pre-acquisition
Shareholding
along with % of
Shares
w.r.t
total
share
capital
Acquisition along with
% of Shares w.r.t total
share capital
Post-acquisition
Shareholding along with
% of Shares w.r.t total
share capital
Mr. Arvind Singhania 150
(--)
- 150
(--)
Mrs. Uma Devi Singhania 150
(--)
-- 150
(--)
Mr. Ayush Vardhan Singhania 178033
(0.21%)
-- 178033
(0.21%)
Mr. Jai Vardhan Singhania 124858
(0.15%)
-- 124858
(0.15%)
M/s. Wilemina Finance Corp. 48455012
(58.10%)
-- 48455012
(58.10%)
M/s. MOVI Limited 4160000
(4.99%)
-- 4160000
(4.99%)
M/s Fenton Investments Private
Limited
490000
(0.59%)
-- 490000
(0.59%)
TOTAL 53408203
(64.04%)
-- 53408203
(64.04%)

==> picture [122 x 42] intentionally omitted <==

Jai Vardhan Singhania

Place – Dubai Date – 22/04/2021