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Ester Industries Ltd. — Major Shareholding Notification 2022
Oct 19, 2022
62215_rns_2022-10-19_44241d11-4292-4a36-bed7-7d5744f95faf.pdf
Major Shareholding Notification
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WILEMINA FINANCE CORP. C/o Nexus Global Financial Services Limited 5th Floor, The Core Building, No.62, ICT Avenue Ebene, Mauritius Tel: +230 468 7800
| ToBSE Limited | TοNational Stock Exchange of Ester Industries Limited | To |
|---|---|---|
| Department of Corporate India Ltd.Services, Phirojee JeejeebhoyTowers, Dalal Street,Mumbai – 400 023 | Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla ComplexBandra (E), Mumbai - 400 051 | Sohan Nagar, P. O. Charubeta,Khatima-262308.Distt. Udham SinghNagar,Uttarakhand |
Dear Sir
Sub - Disclosure under Regulation 10(6) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
Target Company - ESTER INDUSTRIES LIMITED
We are submitting this intimation pursuant to Regulation 10(6) 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 on 17th October, 2022, as inter-se transfer between the Promoters.
This is for your information and record.
Regards
For Wilemina Finance Corp
Nousrath Bhugeloo Authorised Signatory
Place - Mauritius Date - 19th October, 2022 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 acquirer and Persons | M/s Wilemina Finance Corp. | |||
| Acting in Concert (PAC) with the acquirer | Mrs. Uma Devi Singhania | |||
| Persons acting in Concert (PAC) | ||||
| M/s. MOVI Limited | ||||
| Mr. Arvind Singhania | ||||
| Mr. Jai Vardhan Singhania | ||||
| Mr. Ayush Vardhan SinghaniaM/s. Fenton Investments Private Limited | ||||
| Whether the acquirer belongs to Promoter/ | Yes | |||
| Promoter group | ||||
| Name(s) of the Stock Exchange(s) where | National Stock Exchange of India Ltd. | |||
| the shares of TC are Listed | BSE Limited | |||
| Details of the acquisition / disposal as | Number | % w.r.t. total | % w.r.t. total | |
| follows | share/voting | diluted | ||
| capital | share/voting | |||
| wherever | capital of the | |||
| applicable(*) | $TC(**)$ | |||
| Before the acquisition under consideration, | ||||
| holding of: (Acquirer and PAC) | ||||
| a) Shares carrying voting rights | 53408203 | 64.04 | 64.04 | |
| 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 | 64.04 | 64.04 | |
| Details of acquisition/sale | ||||
| a) Shares carrying voting rights | ||||
| acquired/sold | As per annexure | As per annexure | As per annexure | |
| b) VRs acquired /sold otherwise than by | ||||
| shares | ||||
| c) Warrants/convertible | ||||
| securities/any other instrument | ||||
| that entitles the acquirer to | ||||
| receive shares carrying | ||||
| voting rights in the TC (specify | ||||
| 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 | 53408228 | 64.04 | 64.04 | |
| b) Shares encumbered with the acquirer | $-1$ | |||
| c) VRs otherwise than by shares | ||||
| d) Warrants/convertible securities/any | ||||
| other instrument that entitles the | ||||
| acquirer to receive shares carrying | ||||
| voting rightsin the TC (specify | ||||
| holding in each category) after | ||||
| acquisition | ||||
| $e)$ Total (a+b+c+d) | 53408228 | 64.04 | 64.04 | |
| Mode of acquisition / sale (e.g. open market | By way of Transmission - 25 Equity Shares acquired by | |||
| / off-market / public issue / rights issue / | Mrs Uma Devi Singhania# | |||
| preferential allotment / inter-se transfer etc). | ||||
| Off Market Inter-se transfer between Promoters/ | ||||
| Promoter Group - 600000 Equity Shares acquired by | ||||
| Wilemina Finance Corp## | ||||
| Date of acquisition / sale of shares / VR or | 25th July, 2022-25 Equity Shares# | |||
| date of receipt of intimation of allotment17th October, 2022- 600000 Equity Shares## | ||||
| of shares, whichever is applicable | ||||
| Equity share capital / total voting capital of83393759 Equity Shares of Rs. 5 each | ||||
| the TC before the said acquisition / sale | aggregating to Rs. 41,69,68,795/- | |||
| Equity share capital/ total voting capital of | 83393759 Equity Shares of Rs. 5 each | |||
| the TC after the said acquisition / sale | aggregating to Rs. 41,69,68,795/- | |||
| Total diluted share/voting capital of the | 83393759 Equity Shares of Rs. 5 each | |||
| TC after the said acquisition | aggregating to Rs. 41,69,68,795/- | |||
Mrs. Uma Devi Singhania acquired 25 Equity shares of the Company by way of transmission. ## Wilemina Finance Corp purchased 6,00,000 Equity Shares from Movi Limited through off-market Inter-se transfer between Promoters/Promoter Group
(*) 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.
Nousrath Bhugeloo Authorised Signatory Place: Ebene, Mauritius Date: 19 October 2022
Annexure
Details of Shareholding of Acquirer and Person Acting in Concert (Pre & Post Acquisition)
| Name of Acquirer andPACs | Pre-acquisitionShareholding alongwith % of Sharesw.r.t totalsharecapital | 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 | 25 (acquisition) | 175 |
| $(-)$ | (% Negligible) | $(-)$ | |
| 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 | 600000 (acquisition) | 49055012 |
| (58.10%) | (0.72%) | (58.82%) | |
| M/s. MOVI Limited | 4160000 | (600000) (sale) | 3560000 |
| (4.99%) | (0.72%) | (4.27%) | |
| M/s Fenton Investments Private | 490000 | 490000 | |
| Limited | (0.59%) | (0.59%) | |
| TOTAL | 53408203 | 25 | 53408228 |
| (64.04%) | (% Negligible) | (64.04%) |
For Wilemina Finance Corp.
Nousrath Bhugeloo Authorised Signatory
Place: Ebene, Mauritius Date: 19 October 2022