HARSHIL AGROTECH LIMITED — M&A Activity 2022

Mar 12, 2022

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Date: 11[th] March, 2022

To, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

Respected Sir/Madam,

Sub.: Open Offer for acquisition of 2,08,000 (Two Lakhs Eight Thousand Only ) equity shares of - Rs.10/ each from equity shareholders of Mirch Technologies (India) Limited (hereinafter referred to as “Target Company” or “MIRCH”) except parties to Share Purchase Agreement (“SPA”) dated 11th March, 2022 by Pankajkumar Patel (hereinafter referred to as ‘’Acquirer’’) pursuant to and in accordance with Regulations 3(1) and 4 of the SEBI SAST Regulations, 2011.

Re : Public Announcement

We are pleased to inform you that we have been appointed as the Merchant Banker for the Open Offer to the equity shareholders of Mirch Technologies (India) Limited (Target Company) by the Acquirer- Mr. Pankajkumar Patel.

On 11th March, 2022 the Acquirer has entered into Share Purchase Agreement (“SPA”) with the Promoter of the Target Company wherein it is proposed that the Acquirer shall purchase 5,66,294 Equity Shares of face value Rs.10/- each of the Target Company at a price of Rs. 10.00/- (Rupees Ten Only) per equity share, which constitutes 70.79% of the total issued, subscribed and voting capital of the Target Company. Consequent to the changes in control and management of the Target Company contemplated under the SPA, mandatory Open Offer is being made by the Acquirer in compliance with Regulation 3(1), 4 and other applicable provisions of SEBI (SAST) Regulations, 2011 as amended.

In this connection we are enclosing herewith a copy of the Public Announcement. Please acknowledge receipt.

Thanking you,

Yours sincerely,

For Finshore Management Services Limited

(Director)

Contact Phone: 033-22895101 Mobile: 9831020743 Email Id: ramakrishna@finshoregroup.com Encl.: As above

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PUBLIC ANNOUNCEMENT UNDER REGULATIONS 13(1) AND 15 (1) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI SAST REGULATIONS”)

Open Offer for acquisition of 2,08,000 (Two Lakhs Eight Thousand Only) equity shares of ₹10/- each from equity shareholders of Mirch Technologies (India) Limited (hereinafter referred to as “Target Company” or “the Company” or “MIRCH”) except parties to Share Purchase Agreement (“SPA”) dated March 11, 2022 by Mr. Pankajkumar Patel (hereinafter referred to as “Acquirer”) pursuant to and in accordance with Regulations 3(1) and 4 of the SEBI SAST Regulations.

1. OFFER DETAILS

• 1.1 Size: The Acquirer is hereby making a mandatory Open Offer in terms of SEBI SAST Regulations, 2011 to the equity shareholders of the Target Company to acquire up to 2,08,000 (Two Lakhs Eight Thousand Only) equity shares (“ Offer Size* ”) bearing a face value of ₹10/- each representing 26% of the total issued, subscribed, paid up and voting capital of the Target Company.

• [ * Out of the total issued shares of 8,00,000 Equity shares, 7,71,850 Equity shares are fully paid; 7,450 are partly paid Equity shares Rs.5 paid-up; 20,700 are partly paid Equity shares Rs.7.50 paid-up]

• 1.2 Price/ consideration : An offer price of Rs. 10/- (Rupees Ten Only) per equity share of ₹10/- each of the Target Company (hereinafter referred to as “ Offer Price ”) will be offered to the equity shares tendered in the Offer. Assuming full acceptance, the total consideration payable by the Acquirer will be Rs. 20,80,000 (Rupees Twenty Lakhs Eighty Thousand Only) (hereinafter referred to as “ Offer Consideration ”).

• 1.3 Mode of payment (cash/ security): The Offer Price will be paid in cash, in accordance with the Regulation 9(1) (a) of the SEBI SAST Regulations.

• 1.4 Type of offer (Triggered offer, ~~voluntary offer/ competing offer e~~ tc): This is a Triggered Offer made under Regulation 3(1) and 4 of the SEBI SAST Regulations

2. Transaction which has triggered the Open Offer obligations

		Details of underlying transaction	Details of underlying transaction	Details of underlying transaction
Type of Transaction (Direct/ ~~Indirect)~~	Mode of Transaction (Agreement/ ~~Allotment/~~ ~~Market Purchase)~~	Shares/Voting rights acquired/proposed to be acquired		Total Consideration for shares/ Voting Rights (VR) proposed to be acquired (In ₹)	Mode of Payment (Cash/ Securities)	Regulation which has triggered
		Number	% vis a vis total Issued, Subscribed and Voting capital
Direct Acquisition	Share Purchase Agreement dated 11th March, 2022	5,66,294 Equity Shares at a price of ₹ 10/- per share	70.79 % of Issued, Subscribed and Voting Capital	56,62,940	Cash	Regulation 3(1) and 4

3. Acquirer

**Acquirer **
Details	Acquirer
Name of the Acquirer	Mr. Pankajkumar Patel
Place of Residence	4/35, Patel Gali, Wankaner, Vakaner, Vadodara, Gujarat- 391780, India
Name(s) of persons in control/promoters of Acquirer/ PAC where Acquirer/PAC are companies	Not Applicable
Name of the Group, if any, to which the Acquirer/PAC belongs to	Not Applicable
Pre Transaction shareholding • Number • % of issued, subscribed share capital and voting capital	Nil
Proposed shareholding after the acquisition of shares which triggered the Open Offer (not taking into account the equity shares validly accepted in the Open Offer, if any)	5,66,294
Anyother interest in the Target Company	Nil

For the purpose of this Open Offer there is no Person Acting in Concert (PAC) with the Acquirer.

4. Details of Selling shareholder

etails of Selling shareholder
Name	Part of Promoter Group (Yes/ No)	Details of shares/ voting rights held by the selling shareholders
		Pre Transaction		Post Transaction
		Number of shares	% of total Issued, Subscribed, Paid-up and **Voting capital **	Number of Shares	% of total Issued, Subscribed and Voting capital
Mrs. Ushadevi Shivkumar Ladha	Yes	*5,66,294	70.79	Nil	Nil
**Total **		**5,66,294 **	70.79

• *includes 3,10,850 ( Three lakhs Ten Thousand Eight hundred Fifty) Shares held by Late Mr. Shivkumar Ladha (Promoter) which is in the process of being transmitted to Mrs. Ushadevi Shivkumar Ladha, due to his demise.

5. Target Company

• 5.1 Name : The Target Company, Mirch Technologies (India) Limited was incorporated as a Private Limited Company on November 18, 1972 in the name of ‘Mirch- Mirex Private Limited’ in Mumbai pursuant to the provisions of the Companies Act, 1956. Subsequently, the name was changed to ‘Mirch Technologies Limited’ under section 21 of Companies Act,1956 and a fresh certificate of incorporation was obtained on November 8, 2001. Further, the name was changed to ‘Mirch Technologies (India) Limited’ under section 21 of Companies Act,1956 and a fresh certificate of incorporation was obtained on April 18, 2012. The registered office of MIRCH is situated at B Wing, Aurus Chambers, 701, 7th Floor, S S Amrutwar Marg, Worli, Mumbai, Maharashtra400013, India The CIN of the Company is L27290MH1972PLC016127.

• 5.2 Exchanges where equity shares of Target Company are listed : The equity shares of MIRCH are presently listed on BSE. (Security ID: MIRCH , Security Code: 505336) ISIN: INE098E01018

6.

Other details

• 6.1 A Detailed Public Statement (“DPS”) specifying the detailed terms and conditions of this Offer will be published as per Regulation 14(3) of SEBI SAST Regulations on or before Monday, March 21, 2022

• 6.2 The Acquirer hereby undertakes that he is fully aware of and will comply with his obligations under the Regulations and have adequate financial resources to meet the Offer obligations in terms of Regulation 25(1) under SEBI SAST Regulations.

• 6.3 This offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) and is not a competing bid in terms of Regulation 20 of SEBI SAST Regulations.

• 6.4 The Acquirer has no intention to delist the equity shares of the Target Company and intend to retain listed status on BSE Limited.

• 6.5 The Acquirer accepts full responsibility for the information contained in this Public Announcement.

ISSUED BY THE MANAGER TO THE OFFER ON BEHALF OF THE ACQUIRER:

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Finshore Management Services Limited, Anandlok, Block A, Room-207, 227, AJC Bose Road, Kolkata-700020 Tel: 91 33 22895101/9831020743 www.finshoregroup.com Investor Grievance email id : ramakrishna@finshoregroup.com Contact Person: Mr. S Ramakrishna Iyengar SEBI Registration No: INM000012185

Signed by Acquirer:

Sd/Pankajkumar Patel

Place: Kolkata Date: March 11, 2022