AI assistant
Ester Industries Ltd. — Major Shareholding Notification 2022
Oct 6, 2022
62215_rns_2022-10-06_e83116b7-0c50-4917-8251-7efa7d2c02a8.pdf
Major Shareholding Notification
Open in viewerOpens in your device viewer
WILEMINA FINANCE CORP.
C/o Nexus Global Financia Services Limited 5th Floor, The Core Building, No.62, ICT Avenue, Ebene, Mauritius Tel: +230 468 7800
| To | Τo | To |
|---|---|---|
| BSE Limited | National Stock Exchange of Ester Industries Limited | |
| CorporateDepartment of | India Ltd. | Sohan Nagar, P. O. Charubeta, |
| Services, Phirojee Jeejeebhoy | Exchange Plaza, Plot no. C/1, G | Khatima-262308, |
| Towers, Dalal Street,Mumbai - 400 023 | Block, Bandra-Kurla ComplexBandra (E), Mumbai - 400 051 | Distt. Udham SinghNagar,Uttarakhand |
Dear Sir
Sub - Disclosure under Regulation 10(5) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
We are submitting this intimation pursuant to Regulation 10(5) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for acquisition of 600000 equity Shares of Ester Industries Limited by Wilemina Finance Corp from Movi Limited as inter-se transfer between the Promoters.
This is for your information and record.
Regards
For Wilemina Finance Corp
Authorised Signatory
Place - Mauritius Date - 6th October, 2022 Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisitionunder Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| 1. | Name of the Target Company (TC) | Ester Industries Limited |
|---|---|---|
| 2. | Name of the acquirer(s) | Wilemina Finance Corp |
| 3. | Whether the acquirer(s) is/ are promoters of the $Yes$TC prior to the transaction. If not, nature ofrelationship or association with the TC or itspromoters | |
| 4. | Details of the proposed acquisition | |
| a. Name of the person(s) from whom shares areto be acquired | Movi Limited | |
| b. Proposed date of acquisition | On or after 14th October, 2022 | |
| c. Number of shares to be acquired from eachperson mentioned in 4(a) above | 6,00,000 (Six Lakhs) Equity Shares | |
| d. Total shares to be acquired as % of sharecapital of TC | 0.72% | |
| Price at which shares are proposed to bee.acquired | Acquisition price shall not exceed the limitsprovided in proviso (1) to Regulation10(1)(a) of the SEBI (Substantial Acquisitionof Shares and Takeover) Regulations, 2011 | |
| f.Rationale, if any, for the proposed transfer | Inter-se transfer between promoters | |
| 5. | Relevant sub-clause of regulation $10(1)(a)$ underwhich the acquirer is exempted from making openoffer | Sub clause (ii) of Regulation $10(1)(a)$ |
| 6. | If, frequently traded, volume weighted average Volume weighted average market pricemarket price for a period of 60 trading days for a period of 60 trading dayspreceding the date of issuance of this notice as preceding the date of issuance of thistraded on the stock exchange where the maximum notice as traded on National Stockvolume of trading in the shares of the TC are Exchange India Ltd where the maximumrecorded during such period. | volume of trading in the shares of theTC are recorded during such period.-Rs. 161.07 per Equity Share |
| 7. | If in-frequently traded, the price as determined in Not Applicableterms of clause (e) of sub-regulation (2) ofregulation 8. | |
| 8. | Declaration by the acquirer, that the acquisition We declare that the acquisition priceprice would not be higher by more than 25% of would not be higher by more than 25%the price computed in point 6 or point 7 as of the price computed in point 6 orapplicable. | point 7 as applicable. |
| 9. | i. Declaration by the acquirer,thattransferor and transferee have complied (during3 years prior to the date of proposedacquisition) / will comply withapplicabledisclosure requirements inChapter V of the Takeover Regulations, 2011(corresponding provisions of the repealed)Takeover Regulations, 1997) | theapplicable | disclosureTakeover Regulations, 1997) | i) We declare that the transferor and transfereehave complied (during 3 years prior to the dateof proposed acquisition) / will comply withrequirementsinChapter V of the Takeover Regulations, 2011(corresponding provisions of the repealed) | ||
|---|---|---|---|---|---|---|
| ii. The aforesaid disclosures made duringprevious 3 years prior to the date of proposedacquisition to be furnished. | (11) | acquisition are attached herewith as Annexure | The aforesaid disclosures made duringprevious 3 years prior to the date of proposed | |||
| 10. | Declaration by the acquirer that all the We declare that that all the conditions specifiedconditions specified under regulation $10(1)(a)$ under regulation $10(1)(a)$ with respect towith respect to exemptions has been duly exemptions has been duly complied with.complied with. | |||||
| 11. | Shareholding details | Beforeproposedtransaction | the | Afterproposed | thetransaction | |
| No. ofshares/votingrights | % w.r.ttotalsharecapitalof TC | No. ofshares/votingrights | % w.r.ttotalsharecapital | |||
| a | Acquirer(s) and PACs (other than$selfers$ $(*)$AcquirerWilemina Finance Corp | 48455012 | 58.10 | 49055012 | of TC58.82 | |
| Person Acting in Concert (other thanSeller)Fenton Investments Private LimitedMr. Arvind SinghaniaMrs. Uma Devi SinghaniaMr. Jai Vardhan SinghaniaMr. Ayush Vardhan Singhania | 490000150175124858178033 | 0.590.150.21 | 490000150175124858178033 | 0.590.15 | ||
| b | SellerMovi Limited | 4160000 | 4.99 | 3560000 | 0.214.27 |
Note:
(*) Shareholding of each entity may be shown separately and then collectively in a group. $\bullet$
The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is $\bullet$ more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.
For Wilemina Finance Corp
Authorised Signatory
Place - Mauritius Date - 6th October, 2022
Annexure
Intimations made by Wilemina Finance Corp. (Transferee) under Chapter V of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 last 3 (three) previous year
| S. No. | Particulars | Disclosure made via Letterdated |
|---|---|---|
| 2019-20 | ||
| 1. | Disclosure under Regulation 30(1) and 30(2) of SEBI(Substantial Acquisition of Shares & Takeovers)Regulations, 2011 | 5th April, 2019 |
| 2020-21 | ||
| 2. | Disclosure under Regulation 30(1) and 30(2) of SEBI(Substantial Acquisition of Shares & Takeovers)Regulations, 2011 | 28th May, 2020 |
| 3. | Disclosure under Regulation 31(4) of SEBI (SubstantialAcquisition of Shares & Takeovers) Regulations, 2011 | 28th May, 2020 |
| 4. | Disclosure under Regulation 29(1) and 29(2) of SEBI(Substantial Acquisition of Shares & Takeovers)Regulations, 2011* | 2nd September, 2020 |
| 2021-22 | ||
| 5. | Disclosure under Regulation 30(1) and 30(2) of SEBI(Substantial Acquisition of Shares & Takeovers)Regulations, 2011 | 8th April, 2021 |
| 6. | Disclosure under Regulation 31(4) of SEBI (SubstantialAcquisition of Shares & Takeovers) Regulations, 2011 | 8th April, 2021 |
| 7. | Disclosure under Regulation 29(2) of SEBI (SubstantialAcquisition of Shares& Takeovers) Regulations, 2011 | 14th April, 2021 |
*intimation under Regulation 29(1) and 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 were made by Wilemina Finance Corp and Movi Limited through one letter.
Intimations made by MOVI Limited (Transferor) under Chapter V of under SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 during last 3 (three) previous year
| S. No. | Particulars | Disclosure made via Letter |
|---|---|---|
| dated | ||
| 2019-20 | ||
| 1. | Disclosure under Regulation 30(1) and 30(2) of SEBI(Substantial Acquisition of Shares & Takeovers) | 4th April, 2019 |
| Regulations, 2011 | ||
| 2020-21 | ||
| 2. | Disclosure under Regulation 30(1) and 30(2) of SEBI(Substantial Acquisition of Shares & Takeovers)Regulations, 2011 | 28th May, 2020 |
| 3. | Disclosure under Regulation 31(4) of SEBI (SubstantialAcquisition of Shares & Takeovers) Regulations, 2011 | 28th May, 2020 |
| 4. | Disclosure under Regulation 29(1) and 29(2) of SEBI(Substantial Acquisition of Shares & Takeovers)Regulations, 2011* | 2nd September, 2020 |
| 2021-22 | ||
| 5. | Disclosure underRegulation 30(1) and 30(2) of SEBI(Substantial Acquisition of Shares & Takeovers)Regulations, 2011 | 8th April, 2021 |
| 6. | Disclosure under Regulation 31(4) of SEBI (SubstantialAcquisition of Shares & Takeovers) Regulations, 2011 | 8th April, 2021 |
| 7. | Disclosure under Regulation29(2) of SEBI (SubstantialAcquisition of Shares& Takeovers) Regulations, 2011 | 14th April, 2021 |
*intimation under Regulation 29(1) and 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 were made by Wilemina Finance Corp and Movi Limited through one letter.
Date - $5472019$
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai - 400 023 | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051 |
Dear Sir
$\sim$
Sub - Disclosure under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
Please find enclosed Annual Disclosure pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
This is for your information and record.
Regards
For Wilemina Finance Corp.
Authorised Signatory
$CC:$ Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308, Distt. Udham Singh Nagar, Uttarakhand
Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
$\sim 10^6$
Part-A-Details of Shareholding
$\sim$ $\sim$
| 1. Name of the Target Company (TC) | Ester Industries Limited | |||
|---|---|---|---|---|
| 2. Name(s) of the Stock Exchange(s) where the | BSE Limited | |||
| shares of the TC are listed | National Stock Exchange of India Limited | |||
| 3. Particulars of the shareholder(s): | ||||
| а. | Name of person(s) together with Person Actingin Concert (PAC) whose total holding (includingthat in the form of shares, warrants, convertiblesecurities and any other instrument that wouldentitle the holder to receive shares in the TC) ismore than 25% of the voting rights of the TC.Orb. Name(s) of promoter(s), member of thepromoter group and PAC with him. | M/s Wilemina Finance Corp. #Mr. Arvind Kumar Singhania#Mr. Jai Vardhan Singhania#Mrs. Uma Devi Singhania #M/s. MOVI Limited # | Persons acting in concert (PACs) -Mr. Ayush Vardhan Singhania## (Wilemina Finance Corp. & all abovementioned five PACs are also Promoters/Members of Promoter group of the Company) | |
| 4. Particulars of the shareholding of person(s) | Number of | % w.r.t. total | % of total | |
| mentioned at (3) above | shares | share /voting | diluted | |
| capital | share/voting | |||
| wherever | capital of TC | |||
| applicable | ||||
| As on March 31 of the year, holding of: | ||||
| a) Shares | 44915012 | 53.86 | 53.86 | |
| b) | Voting Rights (otherwise than by shares) | |||
| $\mathsf{c}$ | Warrants, | |||
| d | Convertible Securities | |||
| e) Any other instrument that would entitle the | ||||
| holder to receive shares in the TC. | ||||
| Total | 44915012 | 53.86 | 53.86 |
Part-8
Name of the Target Company: Ester Industries Limited
| Name(s) of the person and PersonsActing in Concert (PAC) with theperson | Whether the person belongstoPromoter/Promotergroup |
|---|---|
| M/s Wilemina Finance Corp | Yes |
| Mr. Arvind Kumar Singhania | Yes |
| Mr. Jai Vardhan Singhania | Yes |
| Mr. Ayush Vardhan Singhania | Yes |
| Mrs. Uma Devi Singhania | Yes |
| M/s. MOVI Limited | Yes |
Note:
Details of equity shares held by Person Acting in Concert {PAC) as on 31st March, 2019
| Name of the Promoters | NumberofShares | % w.r.t .totalshare/voting | oftotal%diluted |
|---|---|---|---|
| capital wherever | share/voting | ||
| applicable | capital of TC | ||
| Mr. Arvind Kumar Singhania | 150 | -- | -- |
| Mr. Jai Vardhan Singhania | 124858 | 0.15 | 0.15 |
| Mr. Ayush Vardhan Singhania | 178033 | 0.21 | 0.21 |
| Mrs. Uma Devi Singhania | 150 | -- | -- |
| M/s. MOVI Limited | 4100000 | 4.92 | 4.92 |
| lOTAl | 4403191 | 5.28 | 5.28 |
For �lnance Corp.
Authorised Signatory
Place: ;:. /,NL Date:
Wilemina Finance Corp.
6th Floor, Tower A, 1 CyberCity, Ebene, Mauritius
28 May 2020
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block |
| Dalal Street, Mumbai - 400 023, India | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051, India |
Dear Sir
Sub - Disclosure under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
Please find enclosed Annual Disclosure pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
This is for your information and record.
Thanking you.
Yours faithfully
For Wilemina Finance Corp.

Authorised Signatory
$CC:$ Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308 Distt. Udham Singh Nagar, Uttarakhand, India
Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares &Takeovers) Regulations, 2011
Part-A-Details of Shareholding
$\sim$ $\sim$
$\ddot{\phantom{a}}$
$\bar{\omega}$
| 1. | Name of the Target Company (TC) | Ester Industries Limited | ||
|---|---|---|---|---|
| 2. Name(s) of the Stock Exchange(s) where the | BSE Limited | |||
| shares of the TC are listed | National Stock Exchange of India Limited | |||
| 3. Particulars of the shareholder(s): | ||||
| a.b. | Name of person(s) together with Person Actingin Concert (PAC) whose total holding (includingthat in the form of shares, warrants, convertiblesecurities and any other instrument that wouldentitle the holder to receive shares in the TC) ismore than 25% of the voting rights of the TC.OrName(s) of promoter(s),member of thepromoter group and PAC with him. | M/s Wilemina Finance Corp. #Mr. Arvind Kumar Singhania#Mr. Jai Vardhan Singhania#Mr. Ayush Vardhan Singhania#Mrs. Uma Devi Singhania #M/s. MOVI Limited # | Persons acting in concert (PACs) -# (Wilemina Finance Corp. & all abovementioned five PACs are also Promoters/Members of Promoter group of the Company) | |
| 4. Particulars of the shareholding of person(s) | Number of | % w.r.t. total | % of total | |
| mentioned at (3) above | shares | share /voting | diluted | |
| capital | share/voting | |||
| wherever | capital of TC | |||
| applicable | ||||
| a) | As on March 31 of the year, holding of:Shares | 44915012 | 53.86 | 53.86 |
| b) | Voting Rights (otherwise than by shares) | |||
| c) | Warrants, | |||
| d) | Convertible Securities | |||
| e) | Any other instrument that would entitle the | |||
| holder to receive shares in the TC. | ||||
| Total | 44915012 | 53.86 | 53.86 |
Part-B
Name of the Target Company: Ester Industries Limited
| Name(s) of the person and Persons Acting | Whether the person belongs to | |
|---|---|---|
| in Concert (PAC) with the person | Promoter/ Promoter group | |
| M/s Wilemina Finance Corp | Yes | |
| Mr. Arvind Kumar Singhania | Yes | |
| Mr. Jai Vardhan Singhania | Yes | |
| Mr. Ayush Vardhan Singhania | Yes | |
| Mrs. Uma Devi Singhania | Yes | |
| M/s. MOVI limited | Yes |
Note:
Details of equity shares held by Person Acting in Concert {PAC) as on 31st March, 2020
| Name of the Promoters | Numberof | % w.r.t .total | %totalof |
|---|---|---|---|
| Shares | share/voting | diluted | |
| wherevercapital | share/voting | ||
| applicable | capital of TC | ||
| Mr. Arvind Kumar Singhania | 150 | -- | -- |
| Mr. Jai Vardhan Singhania | 124858 | 0.15 | 0.15 |
| Mr. Ayush Vardhan Singhania | 178033 | 0.21 | 0.21 |
| Mrs. Uma Devi Singhania | 150 | -- | -- |
| M/s. MOVI limited | 4100000 | 4.92 | 4.92 |
For Wilemina Finance Corp.

Authorised Signatory
Place: Ebene, Mauritius Date : 28 May 2020
Wilemina Finance Corp.
6th Floor, Tower A, 1 CyberCity, Ebene, Mauritius
28 May 2020
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block |
| Dalal Street, Mumbai - 400 023, India | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051, India |
Dear Sir
Sub - Declaration under Regulation 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
We, Wilemina Finance Corp., Promoter of the Company hereby declare that we along with persons acting our concert, have not made any encumbrance, directly or indirectly, during the financial year 2019-2020.
However, during 2018-19 an encumbrance for 50,00,000 Equity Shares was created in favour of Lending Banks, which was already disclosed in compliance with SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
This is for your information and record.
Thanking you.
Yours faithfully
For Wilemina Finance Corp.

Authorised Signatory
$CC:$ The Audit Committee Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308 Distt. Udham Singh Nagar, Uttarakhand, India
WILEMINA FINANCE CORP. c/o HPO GLOBAL FINANCIAL SERVICES LTD Floreal Road No. 71, Floreal, Mauritius Tel: +230 5955 7499
| To | Т٥ | To |
|---|---|---|
| BSE Limited | National Stock Exchange of | Ester Industries Limited |
| Departmentοf | Corporate India Ltd. | Sohan Nagar, P. O. Charubeta, |
| Services, Phirojee Jeejeebhoy | Exchange Plaza, Plot no. C/1, G | Khatima-262308, |
| Towers, Dalal Street, | Block, Bandra-Kurla Complex | Distt. UdhamSinahNagar, |
| Mumbai - 400 023 | Bandra (E), Mumbai - 400 051 | Uttarakhand |
Dear Sir
Sub - Disclosure under Regulation 29(1) and Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
We are submitting this intimation pursuant to Regulation 29(1) and Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for purchase of following equity Shares by Wilemina Finance Corp and Movi Limited -
| Name of Acquirer | No. of Equity Shares | Mode of transaction |
|---|---|---|
| , Wilemina Finance Corp | 1440000 | Off-market transaction |
| Movi Limited | 2160000 | Off-market transaction |
This is for your information and record.
Regards
For Wilemina Finance Corp
Authorised Signatory
Place - Floreal, Mauritius Date - 2nd September, 2020
For Movi Limited
Authorised Signatory
Place - Floreal, Mauritius Date - 2nd September, 2020
Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011
$\ddot{\phantom{a}}$
| Name of the Target Company (TC) | Ester Industries Limited | |||
|---|---|---|---|---|
| Name(s) of the acquirer and Persons Acting inConcert (PAC) with the acquirer | AcquirersM/s MOVI Limited | M/s. Wilemina Finance Corp. | ||
| Persons acting in Concert (PAC) (beingPromoters/Promoter Group members) | ||||
| Mr. Arvind SinghaniaMr. Jai Vardhan SinghaniaMrs. Uma Devi Singhania | Mr. Ayush Vardhan SinghaniaM/s Fenton Investments Private Limited | |||
| group | Whether the acquirer belongs to Promoter/Promoter | Yes | ||
| Name(s) of the Stock Exchange(s) where theshares of TC are Listed * | BSE Limited | National Stock Exchange of India Ltd. | ||
| Details of the acquisition / disposal as follows | Number | % w.r.t. totalshare/votingcapitalwhereverapplicable(*) | % w.r.t. totaldilutedshare/votingcapital of the$TC$ $(**)$ | |
| Before the acquisition under consideration,holding of (Please refer annexure)- | ||||
| a) Shares carrying voting rights | 49808203 | 59.73 | 59.73 | |
| b) Shares in the nature of encumbrance(pledge/ lien/ non-disposal undertaking/others) | ||||
| d) | c) Voting rights (VR) otherwise than by sharesWarrants/convertible securities/any other | |||
| instrument that entitles the acquirer to | -- | |||
| receive shares carrying voting rights in theTC (specify holding in each category) | ||||
| e) | Total (a+b+c+d) | 49808203 | 59.73 | 59.73 |
| Details of acquisition/sale-(Please refer annexure)- | ||||
| a) | Shares carrying voting rights acquired/soldb) VRs acquired /sold otherwise than by shares | 3600000 | 4.32 | 4.32 |
| c) | Warrants/convertible securities/any other | |||
| instrument that entitles the acquirer toreceive shares carryingvoting rights in the TC (specify holdingin each category) acquired/sold | -- | |||
| d) Shares encumbered / invoked/released bythe acquirer | ||||
| e) | Total $(a+b+c+/-d)$ | 3600000 | 4.32 | 4.32 |
| After the acquisition/sale, holding of: (Please refer | |||
|---|---|---|---|
| annexure)- | |||
| a) Shares carrying voting rights | 53408203 | 64.04 | 64.04 |
| Shares encumbered with the acquirerb) | |||
| 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) | 53408203 | 64.04 | 64.04 |
| Total $(a+b+c+d)$ | |||
| Mode of acquisition / sale (e.g. open market / off- | OFF-MARKET | ||
| market / public issue / rights issue / preferential | |||
| allotment / inter-se transfer etc). | |||
| Date of acquisition $/$ sale of shares $/$ VR or date of | 1st September, 2020 | ||
| receipt of intimation of allotment of shares,whichever is applicable | |||
| Equity share capital / total voting capital of the TC | 83393759 Equity Shares of Rs. 5 each | ||
| before the said acquisition / sale | aggregating to Rs. 41,69,68,795/- | ||
| Equity share capital/ total voting capital of the TC | 83393759 Equity Shares of Rs. 5 each | ||
| after the said acquisition / sale | aggregating to Rs. 41,69,68,795/- | ||
| Total diluted share/voting capital of the TC | 83393759 Equity Shares of Rs. 5 each | ||
| after the said acquisition | 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.
For Movi Limited
For Wilemina Finance Corp
Thelesse
$\bar{z}$
$\epsilon$
Authorised Signatory Place: Floreal, Mauritius Date: 2nd September, 2020
attherne
Authorised Signatory Place : Floreal, Mauritius Date: 2nd September, 2020
Annexure
Details of Shareholding of Acquirer and Person Acting in Concert (Pre & Post Acquisition)
| Name of Acquirer andPACs | Pre-acquisitionShareholdingalong with % ofShares w.r.t totalshare capital | Acquisitionalong with % ofShares w.r.t totalshare capital | Post-acquisitionShareholding alongwith % of Sharesw.r.t totalsharecapital |
|---|---|---|---|
| Mr. Arvind Singhania | 150$(-)$ | $\blacksquare$ | 150$(-)$ |
| Mrs. Uma Devi Singhania | 150$(-)$ | $- -$ | 150$(-)$ |
| Mr. Ayush Vardhan Singhania | 178033$(0.21%)$ | $\sim$ | 178033$(0.21%)$ |
| Mr. Jai Vardhan Singhania | 124858$(0.15%)$ | $-1$ | 124858$(0.15%)$ |
| M/s. Wilemina Finance Corp. | 44915012(53.86%) | 1440000(1.73%) | 46355012(55.59%) |
| M/s. MOVI Limited | 4100000$(4.92%)$ | 2160000$(2.59%)$ | 6260000$(7.51%)$ |
| M/s Fenton Investments PrivateLimited | 490000$(0.59%)$ | -- | 490000$(0.59%)$ |
| TOTAL | 49808203(59.7265%) | 3600000(4.3169%) | 53408203(64.0434%) |
For Movi Limited
atherine
Authorised SignatoryPlace: Floreal, Mauritius Date: 2nd September, 2020
$\frac{1}{2}$
For Wilemina Finance Corp
atthews
Authorised SignatoryPlace : Floreal, MauritiusDate: 2nd September, 2020
Disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011
$\frac{1}{\sqrt{2}}\left( \frac{1}{\sqrt{2}}\right)$
$\mathcal{A}$
$\hat{\mathcal{A}}$
| Name of the Target Company (TC) | Ester Industries Limited | |||
|---|---|---|---|---|
| Name(s) of the acquirer and Persons Acting inConcert (PAC) with the acquirer | AcquirersM/s MOVI LimitedM/s. Wilemina Finance Corp. | Persons acting in Concert (PAC) (being | ||
| Promoters/Promoter Group members) | ||||
| Mr. Arvind SinghaniaMr. Jai Vardhan SinghaniaMr. Ayush Vardhan SinghaniaMrs. Uma Devi Singhania | M/s Fenton Investments Private Limited | |||
| Whether the acquirer belongs toPromoter/Promoter group | Yes | |||
| Name(s) of the Stock Exchange(s) where theshares of TC are Listed | BSE Limited | National Stock Exchange of India Ltd. | ||
| Details of the acquisition as follows | Number | % w.r.t. totalshare/votingcapitalwhereverapplicable(*) | % w.r.t. totaldilutedshare/votingcapital of the$TC$ $(**)$ | |
| Before the acquisition under consideration, | ||||
| holding of (Please refer annexure)-$a$ \in Shares carrying voting rights | 49808203 | 59.73 | 59.73 | |
| b) Shares in the nature of encumbrance | $\ddotsc$ | -- | ||
| (pledge/ lien/ non-disposal | ||||
| undertaking/others) | ||||
| c) Voting rights (VR) otherwise than byshares | ||||
| d) Warrants/convertiblesecurities/any | ||||
| otherinstrument thatentitles theacquirer to receive shares carrying voting | ||||
| rights in the TC (specify holding in | ||||
| each category) | ||||
| e) | Total $(a+b+c+d)$ | 49808203 | 59.73 | 59.73 |
| Details of acquisition (Please refer annexure)- | ||||
| a) Shares carrying voting rights acquiredb) VRs acquired otherwise than by equity | 3600000 | 4.32 | 4.32 | |
| shares | -- | |||
| c) Warrants/convertible securities/any | ||||
| other instrument that entitles theacquirer to receive shares carrying | ||||
| voting rights in the TC (specify | ||||
| holding in each category) acquired | ||||
| d) Shares in the nature of encumbrance | ||||
| (pledge/ lien/ non-disposal undertaking/ | ||||
| others) | ||||
| e) | Total $(a+b+c+/-d)$ | 3600000 | 4.32 | 4.32 |
| After the acquisition, holding of acquirer along | |||
|---|---|---|---|
| with PACs of (Please refer annexure)- | |||
| a) Shares carrying voting rights | 53408203 | 64.04 | 64.04 |
| b) VRs otherwise than by shares | $\ddotsc$ | -- | |
| c) Warrants/convertiblesecurities/any | -- | ||
| other instrument that entitles the | |||
| acquirer to receive shares carrying voting | |||
| rightsin the TC (specify holding in | |||
| each category) after acquisition | |||
| d) Shares in the nature of encumbrance | |||
| (pledge/ lien/non-disposal undertaking/ | |||
| others) | 53408203 | ||
| Total $(a+b+c+d)$e) | 64.04 | 64.04 | |
| Mode of acquisition (e.g. open market/ public | OFF-MARKET | ||
| issue / rights issue / preferential allotment /inter-se transfer/encumbrance etc). | |||
| Salient features of the securities acquired including | Equity Shares of face value of Rs. 5 each | ||
| time till redemption, ratio at which it can be | |||
| converted into equity shares, etc. | |||
| Date of acquisition of/date of receipt of intimation | 1st September, 2020 | ||
| of allotment of shares / VR/ warrants/convertible | |||
| securities/any other instrument that entitles the | |||
| acquirer to receive shares in the TC. | |||
| Equity share capital / total voting capital of the | 83393759 Equity Shares of Rs. 5 each | ||
| TC before the said acquisition | aggregating to Rs. 41,69,68,795/- | ||
| Equity share capital/ total voting capital of the | 83393759 Equity Shares of Rs. 5 each | ||
| TC after the said acquisition | aggregating to Rs. 41,69,68,795/- | ||
| Total diluted share/voting capital of the TC | 83393759 Equity Shares of Rs. 5 each | ||
| after the said acquisition | aggregating to Rs. 41,69,68,795/- | ||
For Movi Limited
atthews
Authorised SignatoryPlace : Floreal, MauritiusDate: 2™ September, 2020
For Wilemina Finance Corp
athemis
$\cdot$
Authorised SignatoryPlace : Floreal, MauritiusDate: 2¤ª September, 2020
PART B***
| Name(s) of the acquirer andPersons Acting in Concert(PAC) with the acquirer | Whether the acquirerbelongs to Promoter/Promoter group | |
|---|---|---|
| Mr. Arvind Singhania | Yes | |
| Mrs. Uma Devi Singhania | Yes | |
| Mr. AvushVardhan Singhania | Yes | |
| Mr. Jai Vardhan Singhania | Yes | |
| M/s. Wilemina Finance Corp. | Yes | |
| M/s. MOVI Limited | Yes | |
| M/s Fenton Investments Private Limited | Yes |
Annexure- Details of Shareholding of Acquirer and Person Acting in Concert (Pre & Post Acquisition)
| Name of Acquirer andPACs | Pre-acquisitionShareholdingalong with % ofShares w.r.t totalshare capital | Acquisitionalong with % ofShares w.r. t totalshare capital | Post-acquisitionShareholding alongwith % of Sharesw.r.ttotalsharecapital |
|---|---|---|---|
| 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. | 44915012(53.86%) | 1440000(1.73%) | 46355012(55.59%) |
| M/s. MOVI Limited | 4100000(4.92%) | 2160000(2.59%) | 6260000(7.51%) |
| M/s Fenton Investments PrivateLimited | 490000(0.59%) | -- | 490000(0.59%) |
| TOTAL | 49808203(59.7265%) | 3600000(4.3169%) | 53408203(64.0434%) |
(*) Tot?l 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.
(***) Part-8 shall be disclosed to the Stock Exchanges but shall not be disseminated.
For Movi Limited
Authorised Signatory Place :Floreal, Mauritius Date: 2nd September, 2020
For Wilemina Finance Corp
Authorised Signatory Place : Floreal, Mauritius Date: 2nd September, 2020
WILEMINA FINANCE CORP.
Floreal Road, No.71, Curepipe, Mauritius
_________________________________________________________________________
Date 08 April 2021
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai – 400 023 | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051 |
Dear Sir
Sub – Disclosure under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company – ESTER INDUSTRIES LIMITED
Please find enclosed Annual Disclosure pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
This is for your information and record.
Regards
For Wilemina Finance Corp
Mr Ashvin Mawven Authorised Signatory
CC : Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308, Distt. Udham Singh Nagar, Uttarakhand
Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Part-A-Details of Shareholding
| 1. | Name of the Target Company (TC) | Ester Industries Limited | ||
|---|---|---|---|---|
| 2. | Name(s) of the Stock Exchange(s) where the | BSE Limited | ||
| shares of the TC are listed | National Stock Exchange of India Limited | |||
| 3.a. | Particulars of the shareholder(s):Name of person(s) together with Person Actingin Concert (PAC) whose total holding (includingthat in the form of shares, warrants, convertiblesecurities and any other instrument that wouldentitle the holder to receive shares in the TC) ismore than 25% of the voting rights of the TC.Or | M/s Wilemina Finance Corp.#Mr. Arvind Singhania#Mr. Jai Vardhan Singhania#Mrs. Uma Devi Singhania#M/s. MOVI Limited# | Persons acting in concert (PACs) –Mr. Ayush Vardhan Singhania#M/s. Fenton Investments Private Limited# | |
| b. | Name(s)ofpromoter(s),memberofthepromoter group and PAC with him. | # (Wilemina Finance Corp. & all abovementioned five PACs are also Promoters/Members of Promoter group of the Company) | ||
| 4. | Particulars of the shareholding of person(s) | Number of | % w.r.t. total | % of total |
| mentioned at (3) above | shares | share /voting | diluted | |
| capital | share/voting | |||
| wherever | capital of TC | |||
| applicable | ||||
| As on March 31 of the year, holding of: | ||||
| a) | Shares | 46355012 | 55.59 | 55.59 |
| b) | Voting Rights (otherwise than by shares) | -- | -- | -- |
| c) | Warrants, | -- | -- | -- |
| d) | Convertible Securities | -- | -- | -- |
| e) | Any other instrument that would entitle the | -- | -- | -- |
| holder to receive shares in the TC. | ||||
| Total | 46355012 | 55.59 | 55.59 |
Part-B
Name of the Target Company: Ester Industries Limited
| Name(s) of the person and Persons Acting | Whether the person belongs to | |
|---|---|---|
| in Concert (PAC) with the person | Promoter/ Promoter group | |
| M/s Wilemina Finance Corp | Yes | |
| Mr. Arvind Singhania | Yes | |
| Mr. Jai Vardhan Singhania | Yes | |
| Mr. Ayush Vardhan Singhania | Yes | |
| Mrs. Uma Devi Singhania | Yes | |
| M/s. MOVI Limited | Yes | |
| M/s. Fenton Investments Private Limited | Yes |
Note:
Details of equity shares held by Person Acting in Concert (PAC) as on 31st March, 2021
| Name of the Promoters | Numberof | % w.r.t .total | %oftotal |
|---|---|---|---|
| Shares | share/voting | diluted | |
| capitalwherever | share/voting | ||
| applicable | capital of TC | ||
| Mr. Arvind Singhania | 150 | -- | -- |
| Mr. Jai Vardhan Singhania | 124858 | 0.15 | 0.15 |
| Mr. Ayush Vardhan Singhania | 178033 | 0.21 | 0.21 |
| Mrs. Uma Devi Singhania | 150 | -- | -- |
| M/s. MOVI Limited | 6260000 | 7.51 | 7.51 |
| M/s. Fenton Investments Private Limited | 490000 | 0.59 | 0.59 |
For Wilemina Finance Corporation
Mr Ashvin Mawven Authorised Signatory
Place: Mauritius Date : 08 April 2021
WILEMINA FINANCE CORP Floreal Road, No.71, Curepipe, Mauritius
Date 08 April 2021
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai – 400 023 | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051 |
Dear Sir
Sub – Declaration under Regulation 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company – ESTER INDUSTRIES LIMITED
We, Wilemina Finance Corp., Promoter of the Company be and are hereby declare that we along with persons acting our concert, have not made any encumbrance, directly or indirectly, during the financial year 2020-2021.
However, we had created encumbrance for 50,00,000 Equity Shares in favour of bank during financial year 2018-19, which was already declared in compliance with SEBI regulations applicable thereto.
This is for your information and record.
Regards
For Wilemina Finance Corp.
Mr Ashvin Mawven Authorised Signatory
CC : The Audit Committee Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308, Distt. Udham Singh Nagar, Uttarakhand
WILEMINA FINANCE CORP.
Floreal Road, No.71, Curepipe, Mauritius _________________________________________________________________________
| To | To | To |
|---|---|---|
| BSE Limited | National Stock Exchange of | Ester Industries Limited |
| DepartmentofCorporate | India Ltd. | Sohan Nagar, P. O. Charubeta, |
| Services,PhirojeeJeejeebhoy | Exchange Plaza, Plot no. C/1, G | Khatima-262308, |
| Towers, Dalal Street, | Block, Bandra-Kurla Complex | Distt.UdhamSinghNagar, |
| Mumbai – 400 023 | Bandra (E), Mumbai - 400 051 | 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 purchase of 21,00,000 Equity Shares of Ester Industries Limited (Target Company) from Movi Limited (Seller) as inter-se transfer between Promoters through off-market transaction.
After this transaction, there is no change in aggregate shareholding of Promoters/Promoters group.
This is for your information and record.
Regards
For Wilemina Finance Corp.
Mr Ashvin Mawven Authorised Signatory Place – Mauritius Date – 14/04/2021
Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| Name of the Target Company (TC) | Ester Industries Limited | ||
|---|---|---|---|
| Name(s) of the acquirerand PersonsActing in Concert (PAC) with the acquirer | M/s Wilemina Finance Corp. | ||
| Persons acting in Concert (PAC)M/s. MOVI LimitedMr. Arvind Singhania | |||
| Mr. Jai Vardhan SinghaniaMr. Ayush Vardhan Singhania | |||
| Mrs. Uma Devi Singhania | |||
| M/s. Fenton Investments Private Limited | |||
| Whether the acquirer belongs toPromoter/Promoter group | Yes | ||
| Name(s) of the Stock Exchange(s) wheretheshares of TC are Listed | National Stock Exchange of India Ltd.BSE Limited | ||
| Details of the acquisition / disposal asfollows | Number | % w.r.t. totalshare/votingcapitalwhereverapplicable(*) | % w.r.t. totaldilutedshare/votingcapital of theTC (**) |
| Before the acquisition under consideration, | |||
| holding of : (Acquirer and PAC) | |||
| a)Shares carrying voting rightsb)Shares in the nature of | 53408203_ | 64.04-- | 64.04-- |
| encumbrance (pledge/ lien/ non | |||
| disposal undertaking/ others) | |||
| c)Voting rights (VR) otherwise than byshares | -- | -- | -- |
| d)Warrants/convertible securities/any | -- | -- | -- |
| other instrument that entitles the | |||
| acquirer to receive shares carryingvoting rights in the TC (specify | |||
| holding in each category) | |||
| e)Total (a+b+c+d) | 53408203 | 64.04 | 64.04 |
| Details of acquisition/sale | |||
| a)Shares carrying voting rightsacquired/sold | As per annexure | As per annexure | As per annexure |
| b)VRs acquired /sold otherwise than by | -- | -- | -- |
| sharesc) | -- | -- | -- |
| Warrants/convertiblesecurities/any other instrument | |||
| that entitles the acquirer to | |||
| receive shares carryingvoting rights in the TC (specify | |||
| holding in each category) | |||
| acquired/sold | |||
| d)Shares encumbered / | -- | -- | -- |
| invoked/released by the acquirere)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 | 53408203 | 64.04 | 64.04 |
| b)Shares encumbered with the acquirer | -- | -- | -- |
| c)VRs otherwise than by shares | -- | -- | -- |
| d)Warrants/convertible securities/anyother instrument that entitles theacquirer to receive shares carryingvoting rightsin the TC (specifyholdingineach category) afteracquisition | -- | -- | -- |
| e)Total (a+b+c+d) | 53408203 | 64.04 | 64.04 |
| Mode of acquisition / sale (e.g. openmarket / off-market / public issue / rightsissue / preferential allotment / inter-setransfer etc). | Inter-se transfer between promoters | ||
| Date of acquisition / sale of shares / VR ordate of receipt of intimation of allotmentof shares, whichever is applicable | 10th April, 2021 | ||
| Equity share capital / total voting capital ofthe TC before the said acquisition / sale | 83393759 Equity Shares of Rs. 5 each aggregatingto Rs. 41,69,68,795/- | ||
| Equity share capital/ total votingcapitalofthe TC after the said acquisition / sale | 83393759 Equity Shares of Rs. 5 each aggregatingto Rs. 41,69,68,795/- | ||
| Total diluted share/voting capital of theTC after the said acquisition | 83393759 Equity Shares of Rs. 5 each aggregatingto 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.
For Wilemina Finance Corp.
Mr Ashvin Mawven Authorised Signatory Place : Mauritius Date: 14 April 2021
Annexure
Details of Shareholding of Acquirer and Person Acting in Concert (Pre & Post Acquisition)
| Name of Acquirer andPACs | Pre-acquisitionShareholding alongwith % of Sharesw.r.ttotalsharecapital | Acquisition along with% of Shares w.r.t totalshare capital | Post-acquisitionShareholdingalong with % ofShares w.r.t totalshare 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. | 46355012(55.58%) | 2100000 (acquisition)(2.52%) | 48455012(58.10%) |
| M/s. MOVI Limited | 6260000(7.51%) | (2100000) (sale)(2.52%) | 4160000(4.99%) |
| M/s Fenton Investments PrivateLimited | 490000(0.59%) | -- | 490000(0.59%) |
| TOTAL | 53408203(64.04%) | -- | 53408203(64.04%) |
For Wilemina Finance Corp.
Authorised Signatory
Place : Date:
MOVI LIMITED
6th Floor, Tower-A, 1, Cyber City, Ebene, Mauritius
Date- $04/04/19$
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai - 400 023 | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051 |
Dear Sir
Sub - Disclosure under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
Please find enclosed Annual Disclosure pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
This is for your information and record.
Regards
For MOVI Limited
Authorised Signatory
$CC:$ Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308, Distt. Udham Singh Nagar, Uttarakhand
Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares &Takeovers) Regulations, 2011
Part-A-Details of Shareholding
$\label{eq:2} \frac{1}{2} \int_{-\infty}^{\infty} \frac{dx}{\sqrt{2\pi}} , dx$
$\lambda$
$\ddot{\phantom{a}}$
| 1. | Name of the Target Company (TC) | Ester Industries Limited | ||
|---|---|---|---|---|
| 2. Name(s) of the Stock Exchange(s) where the | BSE Limited | |||
| shares of the TC are listed | National Stock Exchange of India Limited | |||
| 3. Particulars of the shareholder(s): | ||||
| a. Name of person(s) together with Person Actingin Concert (PAC) whose total holding (including | M/s. MOVI Limited | |||
| that in the form of shares, warrants, convertiblesecurities and any other instrument that wouldentitle the holder to receive shares in the TC) ismore than 25% of the voting rights of the TC.Orb. Name(s) of promoter(s), member of thepromoter group and PAC with him. | Mr. Arvind Kumar Singhania#Mr. Jai Vardhan Singhania#Mrs. Uma Devi Singhania#group of the Company) | Persons acting in concert (PACs) -M/s. Wilemina Finance Corp. #Mr. Ayush Vardhan Singhania## (M/s. MOVI Limited & all above mentionedfive PACs are Promoters/Members of Promoter | ||
| 4. Particulars of the shareholding of person(s)mentioned at (3) above | Number ofshares | % w.r.t. totalshare /votingcapitalwhereverapplicable | % of totaldilutedshare/votingcapital of TC | |
| As on March 31 of the year, holding of: | ||||
| a) Shares | 4100000 | 4.92 | 4.92 | |
| b) Voting Rights (otherwise than by shares) | ||||
| C) | Warrants, | |||
| d) Convertible Securities | ||||
| e) Any other instrument that would entitle the | ||||
| holder to receive shares in the TC. | ||||
| Total | 4100000 | 4.92 | 4.92 |
$\sim$
Part-8
Name of the Target Company: Ester Industries Limited
| Name of the person and Persons Acting in | Whether the person belongs to | |
|---|---|---|
| Concert (PAC) with the person | Promoter/ Promoter group | |
| M/s. MOVI Limited | Yes | |
| Mrs. Uma Devi Singhania | Yes | |
| M/s Wilemina Finance Corp. | Yes | |
| Mr. Arvind Kumar Singhania | Yes | |
| Mr. Jai Vardhan Singhania | Yes | |
| Mr. Ayush Vardhan Singhania | Yes |
Note:
Details of equity shares held by Person Acting in Concert (PAC) as on 31st March, 2019
| Name of the Promoters | Numberof | % w.r.t .total | total%of |
|---|---|---|---|
| Shares | share /voting | diluted | |
| capital | share/voting | ||
| wherever | capital of TC | ||
| applicable | (*) | ||
| M/s. Wilemina Finance Corp. | 44915012 | 53.86 | 53.86 |
| Mr. Jai Vardhan Singhania | 124858 | 0.15 | 0.15 |
| Mr. Ayush Vardhan Singhania | 178033 | 0.21 | 0.21 |
| Mr. Arvind Kumar Singhania | 150 | -- | -- |
| Mrs. Uma Devi Singhania | 150 | -- | -- |
| TOTAL | 45218203 | 54.22 | 54.22 |
rised Signatory
MOVI LIMITED
6th Floor, Tower A, 1, CyberCity, Ebene, Mauritius
28 May 2020
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai - 400 023, India | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051, India |
Dear Sir
Sub - Disclosure under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
Please find enclosed Annual Disclosure pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
This is for your information and record.
Thanking you.
Yours faithfully
For MOVI Limited
DocuSigned by: -BDAED2EF1893436...
Authorised Signatory
$CC:$ Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308 Distt. Udham Singh Nagar, Uttarakhand, India
Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Part-A-Details of Shareholding
$\frac{1}{2}$ , $\frac{1}{2}$ $\overline{\phantom{a}}$
$\bar{z}$
| 1. Name of the Target Company (TC) | Ester Industries Limited | |||
|---|---|---|---|---|
| 2. | Name(s) of the Stock Exchange(s) where the | BSE Limited | ||
| shares of the TC are listed | National Stock Exchange of India Limited | |||
| 3. Particulars of the shareholder(s): | ||||
| а. | Name of person(s) together with Person Actingin Concert (PAC) whose total holding (includingthat in the form of shares, warrants, convertiblesecurities and any other instrument that wouldentitle the holder to receive shares in the TC) ismore than 25% of the voting rights of the TC.Orb. Name(s) of promoter(s), member of thepromoter group and PAC with him. | M/s. MOVI LimitedM/s. Wilemina Finance Corp. #Mr. Arvind Kumar Singhania#Mr. Jai Vardhan Singhania#Mr. Ayush Vardhan Singhania#Mrs. Uma Devi Singhania#group of the Company) | Persons acting in concert (PACs) -# (M/s. MOVI Limited & all above mentionedfive PACs are Promoters/Members of Promoter | |
| 4. Particulars of the shareholding of person(s)mentioned at (3) above | Number ofshares | % w.r.t. totalshare /votingcapitalwhereverapplicable | % of totaldilutedshare/votingcapital of TC | |
| As on March 31 of the year, holding of: | ||||
| b) | a) SharesVoting Rights (otherwise than by shares) | 4100000 | 4.92 | 4.92 |
| c) | Warrants,d) Convertible Securities | |||
| e) Any other instrument that would entitle the | ||||
| holder to receive shares in the TC. | ||||
| Total | 4100000 | 4.92 | 4.92 |

Part-8
Name of the Target Company: Ester Industries Limited
| Name of the person and Persons Acting in | Whether the person belongs to | |
|---|---|---|
| Concert (PAC) with the person | Promoter/ Promoter group | |
| M/s. MOVI Limited | Yes | |
| Mrs. Uma Devi Singhania | Yes | |
| M/s Wilemina Finance Corp. | Yes | |
| Mr. Arvind Kumar Singhania | Yes | |
| Mr. Jai Vardhan Singhania | Yes | |
| Mr. Ayush Vardhan Singhania | Yes |
Note:
Details of equity shares held by Person Acting in Concert (PAC) as on 31st March, 2020
| Name of the Promoters | NumberofShares | % w.r.t .totalshare /votingcapitalwherever | %oftotaldilutedshare/votingcapital of TC |
|---|---|---|---|
| applicable | (*) | ||
| M/s. Wilemina Finance Corp. | 44915012 | 53.86 | 53.86 |
| Mr. Jai Vardhan Singhania | 124858 | 0.15 | 0.15 |
| Mr. Ayush Vardhan Singhania | 178033 | 0.21 | 0.21 |
| Mr. Arvind Kumar Singhania | 150 | -- | -- |
| Mrs. Uma Devi Singhania | 150 | -- | -- |
For MOVI Limited
G DocuSlgned by: J"',.- BDAED2EF1893436 ... Authorised Signatory
Place: Ebene, Mauritius Date : 28 May 2020
MOVI LIMITED
6th Floor, Tower A, 1, CyberCity, Ebene, Mauritius
28 May 2020
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai - 400 023, India | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051, India |
Dear Sir
Sub - Declaration under Regulation 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
We, MOVI Limited, Promoter of the Company be and are hereby declare that we along with our persons acting in concert, have not made any encumbrance, directly or indirectly, during the financial year 2019-2020.
This is for your information and record.
Thanking you.
Yours faithfully
Signed by: 、/- BDAED2EF1893436...
MOVI Limited
$CC:$ The Audit Committee Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308 Distt. Udham Singh Nagar, Uttarakhand, India
WILEMINA FINANCE CORP. c/o HPO GLOBAL FINANCIAL SERVICES LTD Floreal Road No. 71, Floreal, Mauritius Tel: +230 5955 7499
| Т٥ | То | Τo |
|---|---|---|
| BSE Limited | National Stock Exchange of | Ester Industries Limited |
| Department ofCorporate | India Ltd. | Sohan Nagar, P. O. Charubeta, |
| Services, Phirojee Jeejeebhoy | Exchange Plaza, Plot no. C/1, G Khatima-262308, | |
| Towers, Dalal Street, | Block, Bandra-Kurla Complex | Distt. UdhamSinahNagar, |
| Mumbai - 400 023 | Bandra (E), Mumbai - 400 051 | Uttarakhand |
Dear Sir
Sub - Disclosure under Regulation 29(1) and Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
We are submitting this intimation pursuant to Regulation 29(1) and Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for purchase of following equity Shares by Wilemina Finance Corp and Movi Limited -
| Name of Acquirer | No. of Equity Shares | Mode of transaction |
|---|---|---|
| Wilemina Finance Corp | 1440000 | . Off-market transaction |
| Movi Limited | 2160000 | . Off-market transaction |
This is for your information and record.
Regards
For Wilemina Finance Corp
Authorised Signatory
Place - Floreal, Mauritius Date - 2nd September, 2020
For Movi Limited
Authorised Signatory
Place - Floreal, Mauritius Date - 2nd September, 2020
Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011
$\bar{z}$
i.
$\bar{\mathbf{v}}$
| Name of the Target Company (TC) | Ester Industries Limited | ||
|---|---|---|---|
| Name(s) of the acquirer and Persons Acting inConcert (PAC) with the acquirer | AcquirersM/s MOVI Limited | M/s. Wilemina Finance Corp. | |
| Persons acting in Concert (PAC) (beingPromoters/Promoter Group members) | |||
| Mr. Arvind SinghaniaMr. Jai Vardhan SinghaniaMrs. Uma Devi Singhania | Mr. Ayush Vardhan SinghaniaM/s Fenton Investments Private Limited | ||
| Whether the acquirer belongs to Promoter/Promotergroup | Yes | ||
| Name(s) of the Stock Exchange(s) where theshares of TC are Listed * | BSE Limited | National Stock Exchange of India Ltd. | |
| Details of the acquisition / disposal as follows | Number | % w.r.t. totalshare/votingcapitalwhereverapplicable(*) | % w.r.t. totaldilutedshare/votingcapital of the$TC$ $(**)$ |
| Before the acquisition under consideration,holding of (Please refer annexure)- | |||
| a) Shares carrying voting rights | 49808203 | 59.73 | 59.73 |
| 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 otherinstrument that entitles the acquirer toreceive shares carrying voting rights in theTC (specify holding in each category) | -- | ||
| Total $(a+b+c+d)$e) | 49808203 | 59.73 | 59.73 |
| Details of acquisition/sale-(Please refer annexure)- | |||
| Shares carrying voting rights acquired/solda)b) VRs acquired /sold otherwise than by shares | 3600000 | 4.32 | 4.32 |
| c) Warrants/convertible securities/any other | -- | ||
| instrument that entitles the acquirer toreceive shares carryingvoting rights in the TC (specify holdingin each category) acquired/sold | -- | -- | -- |
| d) Shares encumbered / invoked/released bythe acquirer | -- | $-$ | |
| e) Total $(a+b+c+/-d)$ | 3600000 | 4.32 | 4.32 |
| After the acquisition/sale, holding of: (Please refer | |||
|---|---|---|---|
| annexure)- | |||
| a) Shares carrying voting rights | 53408203 | 64.04 | 64.04 |
| Shares encumbered with the acquirerb) | |||
| c) VRs otherwise than by shares | |||
| d) Warrants/convertible securities/any otherinstrument that entitles the acquirer toreceive shares carrying voting rights in theTC (specify holding in each category) after | |||
| acquisition | |||
| Total $(a+b+c+d)$e) | 53408203 | 64.04 | 64.04 |
| Mode of acquisition $/$ sale (e.g. open market $/$ off-market / public issue / rights issue / preferentialallotment / inter-se transfer etc). | OFF-MARKET | ||
| Date of acquisition / sale of shares / VR or date ofreceipt of intimation of allotment of shares,whichever is applicable | 1st September, 2020 | ||
| Equity share capital / total voting capital of the TCbefore the said acquisition / sale | 83393759 Equity Shares of Rs. 5 eachaggregating to Rs. 41,69,68,795/- | ||
| Equity share capital/ total voting capital of the TCafter the said acquisition / sale | 83393759 Equity Shares of Rs. 5 eachaggregating to Rs. 41,69,68,795/- | ||
| Total diluted share/voting capital of the TCafter the said acquisition | 83393759 Equity Shares of Rs. 5 eachaggregating 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.
For Movi Limited
For Wilemina Finance Corp
The Therman
$\sim$ $\lambda$
$\bar{\gamma}$
Authorised Signatory Place: Floreal, Mauritius Date: 2nd September, 2020
$\pi\sqrt{M}$
Authorised Signatory Place: Floreal, Mauritius Date: 2nd September, 2020
Annexure
$\sim$
Details of Shareholding of Acquirer and Person Acting in Concert (Pre & Post Acquisition)
| Name of Acquirer andPACs | Pre-acquisitionShareholdingalong with % ofShares w.r.t totalshare capital | Acquisitionalong with % ofShares w.r.t totalshare capital | Post-acquisitionShareholding alongwith % of Sharesw.r.t totalsharecapital |
|---|---|---|---|
| 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$(0.15%)$ | $-1$ | 124858$(0.15%)$ |
| M/s. Wilemina Finance Corp. | 44915012(53.86%) | 1440000$(1.73%)$ | 46355012(55.59%) |
| M/s. MOVI Limited | 4100000$(4.92%)$ | 2160000(2.59%) | 6260000$(7.51%)$ |
| M/s Fenton Investments PrivateLimited | 490000$(0.59%)$ | -- | 490000$(0.59%)$ |
| TOTAL | 49808203(59.7265%) | 3600000(4.3169%) | 53408203(64.0434%) |
For Movi Limited
atterne
Authorised SignatoryPlace : Floreal, Mauritius Date: 2nd September, 2020
$\bar{\mathcal{A}}$
For Wilemina Finance Corp
atterne
$\overline{a}$
Authorised SignatoryPlace : Floreal, Mauritius Date: 2nd September, 2020
Disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011
$\sim 10^{11}$
$\ddot{\phantom{a}}$
J.
$\ddot{\phantom{a}}$
| Name of the Target Company (TC) | Ester Industries Limited | |||
|---|---|---|---|---|
| Name(s) of the acquirer and Persons Acting inConcert (PAC) with the acquirer | AcquirersM/s MOVI LimitedM/s. Wilemina Finance Corp.Persons acting in Concert (PAC) (beingPromoters/Promoter Group members)Mr. Arvind SinghaniaMr. Jai Vardhan SinghaniaMr. Ayush Vardhan SinghaniaMrs. Uma Devi SinghaniaM/s Fenton Investments Private Limited | |||
| Whether the acquirer belongs toPromoter/Promoter group | Yes | |||
| Name(s) of the Stock Exchange(s) where theshares of TC are Listed | BSE Limited | National Stock Exchange of India Ltd. | ||
| Details of the acquisition as follows | Number | % w.r.t. totalshare/votingcapitalwhereverapplicable(*) | % w.r.t. totaldilutedshare/votingcapital of theTC (**) | |
| Before the acquisition under consideration, | ||||
| holding of (Please refer annexure)- | ||||
| a) Shares carrying voting rightsb) Shares in the nature of encumbrance | 49808203 | 59.73$-$ | 59.73 | |
| (pledge/ lien/ non-disposal | ||||
| undertaking/others) | ||||
| c) Voting rights (VR) otherwise than byshares | ||||
| d) Warrants/convertiblesecurities/anyinstrument thatotherentitlestheacquirer to receive shares carrying votingrights in the TC (specify holding ineach category) | ||||
| e) | Total $(a+b+c+d)$ | 49808203 | 59.73 | 59.73 |
| Details of acquisition (Please refer annexure)- | ||||
| a) Shares carrying voting rights acquiredb) VRs acquired otherwise than by equity | 3600000 | 4.32 | 4.32 | |
| shares | $-$ | |||
| c) Warrants/convertible securities/anyother instrument that entitles theacquirer to receive shares carryingvoting rights in the TC (specify | ||||
| holding in each category) acquiredd) Shares in the nature of encumbrance(pledge/ lien/ non-disposal undertaking/others) | ||||
| e) | Total $(a+b+c+/-d)$ | 3600000 | 4.32 | 4.32 |
| After the acquisition, holding of acquirer along | |||
|---|---|---|---|
| with PACs of (Please refer annexure)- | |||
| a) Shares carrying voting rights | 53408203 | 64.04 | 64.04 |
| b) VRs otherwise than by shares | -- | -- | |
| c) Warrants/convertiblesecurities/any | |||
| other instrument that entitlesthe | |||
| acquirer to receive shares carrying votingrights in the TC (specify holding in | |||
| each category) after acquisition | |||
| d) Shares in the nature of encumbrance | -- | ||
| (pledge/ lien/non-disposal undertaking/ | |||
| others) | |||
| Total $(a+b+c+d)$e) | 53408203 | 64.04 | 64.04 |
| Mode of acquisition (e.g. open market/ public | OFF-MARKET | ||
| issue / rights issue / preferential allotment / | |||
| inter-se transfer/encumbrance etc). | Equity Shares of face value of Rs. 5 each | ||
| Salient features of the securities acquired including | |||
| time till redemption, ratio at which it can beconverted into equity shares, etc. | |||
| Date of acquisition of/date of receipt of intimationof allotment of shares / VR/ warrants/convertible | 1st September, 2020 | ||
| securities/any other instrument that entitles the | |||
| acquirer to receive shares in the TC. | |||
| Equity share capital / total voting capital of the | 83393759 Equity Shares of Rs. 5 each | ||
| TC before the said acquisition | aggregating to Rs. 41,69,68,795/- | ||
| Equity share capital/ total voting capital of the | 83393759 Equity Shares of Rs. 5 each | ||
| TC after the said acquisition | aggregating to Rs. 41,69,68,795/- | ||
| Total diluted share/voting capital of the TC | 83393759 Equity Shares of Rs. 5 each | ||
| after the said acquisition | aggregating to Rs. 41,69,68,795/- | ||
For Movi Limited
athlown
Authorised SignatoryPlace : Floreal, Mauritius Date: 2nd September, 2020
For Wilemina Finance Corp
atthering
Authorised SignatoryPlace : Floreal, MauritiusDate: 2¤ª September, 2020
PART B***
| Name(s) of the acquirer andPersons Acting in Concert(PAC) with the acquirer | Whether the acquirerbelongs to Promoter/Promoter group | |
|---|---|---|
| Mr. Arvind Singhania | Yes | |
| Mrs. Uma Devi Singhania | Yes | |
| Mr. Ayush Vardhan Singhania | Yes | |
| Mr. Jai Vardhan Singhania | Yes | |
| M/s. Wilemina Finance Corp. | Yes | |
| M/s. MOVI Limited | Yes | |
| M/s Fenton Investments Private Limited | Yes |
Annexure- Details of Shareholding of Acquirer and Person Acting in Concert (Pre & Post Acquisition)
| Name of Acquirer andPACs | Pre-acquisitionShareholdingalong with % ofShares w.r. t totalshare capital | Acquisitionalong with % ofShares w.r.t totalshare capital | Post-acquisitionShareholding alongwith % of Sharesw.r.ttotalsharecapital |
|---|---|---|---|
| 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. | 44915012(53.86%) | 1440000(1.73%) | 46355012(55.59%) |
| M/s. MOVI Limited | 4100000(4.92%) | 2160000(2.59%) | 6260000(7.51%) |
| M/s Fenton Investments PrivateLimited | 490000(0.59%) | -- | 490000(0.59%) |
| TOTAL | 49808203(59.7265%) | 3600000(4.3169%) | 53408203(64.0434%) |
(*) 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.
(***) Part-8 shall be disclosed to the Stock Exchanges but shall not be disseminated.
For Movi Limited
Authorised Signatory Place :Floreal, Mauritius Date: 2nd September, 2020
For Wilemina Finance Corp
Authorised Signatory Place : Floreal, Mauritius Date: 2nd September, 2020
MOVI LIMITED
Floreal Road, No.71, Curepipe, Mauritius
_____________________________________________________________________________________
Date 08 April 2021
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai – 400 023 | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051 |
Dear Sir
Sub – Disclosure under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company – ESTER INDUSTRIES LIMITED
Please find enclosed Annual Disclosure pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
This is for your information and record.
Regards
For MOVI Limited
Mr Ashvin Mawven Authorised Signatory
CC : Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308, Distt. Udham Singh Nagar, Uttarakhand
Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Part-A-Details of Shareholding
| 1. | Name of the Target Company (TC) | Ester Industries Limited | ||
|---|---|---|---|---|
| 2. | Name(s) of the Stock Exchange(s) where the | BSE Limited | ||
| shares of the TC are listed | National Stock Exchange of India Limited | |||
| 3.a. | Particulars of the shareholder(s):Name of person(s) together with Person Acting | M/s. MOVI Limited | ||
| b. | in Concert (PAC) whose total holding (includingthat in the form of shares, warrants, convertiblesecurities and any other instrument that wouldentitle the holder to receive shares in the TC) ismore than 25% of the voting rights of the TC.OrName(s)ofpromoter(s),memberofthepromoter group and PAC with him. | M/s. Wilemina Finance Corp.#Mr. Arvind Singhania#Mr. Jai Vardhan Singhania#Mrs. Uma Devi Singhania#group of the Company) | Persons acting in concert (PACs) –Mr. Ayush Vardhan Singhania#M/s. Fenton Investments Private Limited## (M/s. MOVI Limited & all above mentionedfive PACs are Promoters/Members of Promoter | |
| 4. | Particulars of the shareholding of person(s)mentioned at (3) above | Number ofshares | % w.r.t. totalshare /votingcapitalwhereverapplicable | % of totaldilutedshare/votingcapital of TC |
| As on March 31 of the year, holding of: | ||||
| a) | Shares | 6260000 | 7.51 | 7.51 |
| b) | Voting Rights (otherwise than by shares) | -- | -- | -- |
| c) | Warrants, | -- | -- | -- |
| d) | Convertible Securities | -- | -- | -- |
| e) | Any other instrument that would entitle the | -- | -- | -- |
| holder to receive shares in the TC. | ||||
| Total | 6260000 | 7.51 | 7.51 |
Part-B
Name of the Target Company: Ester Industries Limited
| Name of the person and Persons Acting in | Whether the person belongs to | |
|---|---|---|
| Concert (PAC) with the person | Promoter/ Promoter group | |
| M/s. MOVI Limited | Yes | |
| Mrs. Uma Devi Singhania | Yes | |
| M/s Wilemina Finance Corp. | Yes | |
| Mr. Arvind Singhania | Yes | |
| Mr. Jai Vardhan Singhania | Yes | |
| Mr. Ayush Vardhan Singhania | Yes | |
| M/s. Fenton Investments Private Limited | Yes |
Note:
Details of equity shares held by Person Acting in Concert (PAC) as on 31st March, 2021
| Name of the Promoters | NumberofShares | % w.r.t .totalshare /voting | %oftotaldiluted |
|---|---|---|---|
| capital | share/voting | ||
| wherever | capital of TC | ||
| applicable | (*) | ||
| M/s. Wilemina Finance Corp. | 46355012 | 55.59 | 55.59 |
| Mr. Jai Vardhan Singhania | 124858 | 0.15 | 0.15 |
| Mr. Ayush Vardhan Singhania | 178033 | 0.21 | 0.21 |
| Mr. Arvind Singhania | 150 | -- | -- |
| Mrs. Uma Devi Singhania | 150 | -- | -- |
| M/s. Fenton Investments Private Limited | 490000 | 0.59 | 0.59 |
For MOVI Limited
Mr Ashvin Mawven Authorised Signatory
Place: Mauritius Date : 08 April 2021
MOVI LIMITED FLOREAL ROAD NO.71 , CUREPIPE, MAURITIUS
Date 08 April 2021
| BSE Limited | National Stock Exchange of India Ltd. |
|---|---|
| Department of Corporate Services | Exchange Plaza, |
| Phirojee Jeejeebhoy Towers | Plot no. C/1, G Block, |
| Dalal Street, Mumbai – 400 023 | Bandra-Kurla Complex |
| Bandra (E), Mumbai - 400 051 |
Dear Sir
Sub – Declaration under Regulation 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company – ESTER INDUSTRIES LIMITED
We, MOVI Limited, Promoter of the Company be and are hereby declare that we along with our persons acting in concert, have not made any encumbrance, directly or indirectly, during the financial year 2020-2021.
This is for your information and record.
Regards
For MOVI Limited
Mr Ashvin Mawven Authorised Signatory
CC : The Audit Committee Ester Industries Limited Sohan Nagar, P. O. Charubeta, Khatima-262308, Distt. Udham Singh Nagar, Uttarakhand
MOVI LIMITED
Floreal Road, No.71, Curepipe, Mauritius _____________________________________________________________________________________
Date 14 April 2021
| To | To | To |
|---|---|---|
| BSE Limited | National Stock Exchange of | Ester Industries Limited |
| DepartmentofCorporate | India Ltd. | Sohan Nagar, P. O. Charubeta, |
| Services,PhirojeeJeejeebhoy | Exchange Plaza, Plot no. C/1, G | Khatima-262308, |
| Towers, Dalal Street, | Block, Bandra-Kurla Complex | Distt.UdhamSinghNagar, |
| Mumbai – 400 023 | Bandra (E), Mumbai - 400 051 | 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 sale of 21,00,000 Equity Shares of Ester Industries Limited (Target Company) to Wilemina Finance Corp. (Acquirer) as inter-se transfer between Promoters through off-market transaction.
After this transaction, there is no change in aggregate shareholding of Promoters/Promoters group.
This is for your information and record.
Regards
For MOVI Limited
Mr Ashvin Mawven Authorised Signatory Place – Mauritius Date – 14/04/2021
Disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| Name of the Target Company (TC) | Ester Industries Limited | ||
|---|---|---|---|
| Name(s) of the acquirerand PersonsActing in Concert (PAC) with the acquirer | M/s MOVI Limited | ||
| Persons acting in Concert (PAC)M/s. Wilemina Finance Corp.Mr. Arvind SinghaniaMr. Jai Vardhan SinghaniaMr. Ayush Vardhan SinghaniaMrs. Uma Devi SinghaniaM/s. Fenton Investments Private Limited | |||
| Whether the acquirer belongs toPromoter/Promoter group | Yes | ||
| Name(s) of the Stock Exchange(s) wheretheshares of TC are Listed | National Stock Exchange of India Ltd.BSE Limited | ||
| Details of the acquisition / disposal asfollows | Number | % w.r.t. totalshare/votingcapitalwhereverapplicable(*) | % w.r.t. totaldilutedshare/votingcapital of theTC (**) |
| Before the acquisition under consideration, | |||
| holding of : (Seller and PAC) | |||
| a)Shares carrying voting rights | 53408203 | 64.04 | 64.04 |
| b)Shares in the nature ofencumbrance (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)Details of acquisition/sale | 53408203 | 64.04 | 64.04 |
| a)Shares carrying voting rights | As per Annexure | As per Annexure | As per Annexure |
| acquired/sold | |||
| b)VRs acquired /sold otherwise than by | -- | -- | -- |
| shares | |||
| c)Warrants/convertible | -- | -- | -- |
| securities/any other instrument | |||
| that entitles the acquirer to | |||
| receive shares carryingvoting rights in the TC (specify | |||
| holding in each category) | |||
| acquired/sold | |||
| d)Shares encumbered / | -- | -- | -- |
| invoked/released by the acquirere)Total (a+b+c+/-d) | As per Annexure | As per Annexure | As per Annexure |
|---|---|---|---|
| After the acquisition/sale, holding of:(Seller and PAC) | |||
| a)Shares carrying voting rightsb)Shares encumbered with the acquirerc)VRs otherwise than by sharesd)Warrants/convertible securities/anyother instrument that entitles theacquirer to receive shares carryingvoting rightsin the TC (specifyholdingineach category) afteracquisitione)Total (a+b+c+d) | 53408203------53408203 | 64.04------64.04 | 64.04------64.04 |
| Mode of acquisition / sale (e.g. openmarket / off-market / public issue / rightsissue / preferential allotment / inter-setransfer etc). | Inter-se transfer between promoters | ||
| Date of acquisition / sale of shares / VR ordate of receipt of intimation of allotment ofshares, whichever is applicable | 10th April, 2021 | ||
| Equity share capital / total voting capital ofthe TC before the said acquisition / sale | 83393759 Equity Shares of Rs. 5 each aggregatingto Rs. 41,69,68,795/- | ||
| Equity share capital/ total votingcapitalofthe TC after the said acquisition / sale | 83393759 Equity Shares of Rs. 5 each aggregatingto Rs. 41,69,68,795/- | ||
| Total diluted share/voting capital of theTC after the said acquisition | 83393759 Equity Shares of Rs. 5 each aggregatingto 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.
For MOVI Limited
Mr Ashvin Mawven Authorised Signatory Place : Mauritius Date: 14.04.2021
Annexure
Details of Shareholding of Acquirer and Person Acting in Concert (Pre & Post Acquisition)
| Name of Acquirer andPACs | Pre-acquisitionShareholding alongwith % of Sharesw.r.ttotalsharecapital | Acquisition along with% of Shares w.r.t totalshare capital | Post-acquisitionShareholdingalong with % ofShares w.r.t totalshare 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. | 46355012(55.58%) | 2100000 (acquisition)(2.52%) | 48455012(58.10%) |
| M/s. MOVI Limited | 6260000(7.51%) | (2100000) (sale)(2.52%) | 4160000(4.99%) |
| M/s Fenton Investments PrivateLimited | 490000(0.59%) | -- | 490000(0.59%) |
| TOTAL | 53408203(64.04%) | -- | 53408203(64.04%) |
For MOVI Limited
Authorised Signatory
Place : Date: Mauritius 14 April 2021