Himadri Speciality Chemical Ltd. — Major Shareholding Notification 2022

Aug 23, 2022

ANURAG CHOUDHARY

400 BLOCK — 'G', NEW ALIPORE, KOLKATA — 700 053

To	To		Date:23/08/2022
	BSE Limited Department of Corporate Services P. J. Towers, 25thFloor, Dalal Street, Mumbai- 400 001 Email: corp.relations@bseindia.com		National Stock Exchange of India Ltd Exchange Plaza, C-1, Block-G Bandra Kurla Complex, Bandra (E) Mumbai- 400 051 Email: takeover@nse.co.in

Sub: Disclosure in terms of Regulation 29(2) of SEBI (SAST) Regulations, 2011

Dear Sir/ Madam,

Disclosure pursuant to regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI (SAST) Regulations, 2011”) is enclosed in respect of Preferential allotment of convertible warrants, in the Target Company, Himadri Speciality Chemical Ltd.

This is for your information and taking on record.

Thanking you,

Yours faithfully,

Digitally signed by Anurag Anurag Choudhary Choudhary Date: 2022.08.23 16:23:32 +05'30' Anurag Choudhary

Enclosed: As above

CC to :

Himadri Speciality Chemical Ltd 23A, Netaji Subhas Road, 8[th] Floor, Suite No 15, Kolkata 700 001 monika@himadri.com

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

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Name of the Target Company (TC) Himadri Speciality Chemical Limited (“HSCL”)
Name (s) of the acquirer and Persons Acting in Concert(PAC) Acquirer:
with the acquirer 1. Anurag Choudhary
2. Amit Choudhary
3. Shyam Sundar Choudhary
4. Sheela Devi Choudhary
5. Shikha Choudhary
6. Rinku Choudhary
7. Anooshka C Bathwal
PACs:
8. Modern Hi Rise Private Limited
9. Himadri Credit & Finance Limited
Whether the acquirer belongs to Promoter /Promoter Group Yes
Name (s) of the Stock Exchange (s) where the shares of TC BSE Limited
are Listed National Stock Exchange Limited
Details of the acquisition/disposal as follows Number % w.r.t. total % w.r.t. total diluted
share/voting share/voting capital of the
capital wherever TC()
applicable(*)
Before the acquisition under consideration, holding of:
a) Shares carrying voting rights
i) Modern Hi-Rise Private Limited 18,25,99,607 43.55 37.12
ii) Himadri Credit & Finance Limited 14,84,067 0.35 0.30
b) Shares in the nature of encumbrance - - -
(pledge/ lien/ non-disposal undertaking/others)
c) Voting rights (VR) otherwise than by
equity shares
d) Warrants/convertible securities/any - - -
other instrument that entitles the acquirer to receive
shares carrying voting rights in the TC
e) Total (a+b+c+d) 18,40,83,674 43.90 37.42
Details of acquisition /sale
- - -
a) Shares carrying voting rights
acquired/sold
b) VRs acquired/sold otherwise than by - - -
equity shares
c) Warrants /convertible securities/any other instrument
that entitles the acquirer to receive shares carrying voting
rights in the TC acquired/sold
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-
i. Anurag Choudhary 3,30,00,000 6.71
-
ii. Amit Choudhary 1,37,50,000 2.80
iii. Shyam Sundar Choudhary 82,50,000 -
1.68
iv. Shikha Choudhary 37,00,000 -
0.75
-
30,00,000
v. Sheela Devi Choudhary
0.61
-
11,00,000
vi. Anooshka C Bathwal
0.22
-
8,50,000
vii. Rinku Choudhary
0.17
d) Shares encumbered/invoked/release by the - - -
acquirer
-
e) Total (a+b+c+d) 63,650,000
12.94
After the acquisition /sale , holding of:
a) Shares carrying voting rights
i) Modern Hi-Rise Private Limited 18,25,99,607 43.55 37.12
ii) Himadri Credit & Finance Limited 14,84,067 0.35 0.30
b) Shares encumbered with the acquirer - -
c) VR otherwise than by shares
d) Warrants/ convertiblesecurities/any other instrument - - -
that entitles the acquirer to receive shares carrying
voting rights in the TC after acquisition
i. Anurag Choudhary 3,30,00,000 - 6.71
ii. Amit Choudhary 1,37,50,000 - 2.80
iii. Shyam Sundar Choudhary 82,50,000 - 1.68
iv. Shikha Choudhary 37,00,000 - 0.75
v. Sheela Devi Choudhary 30,00,000 - 0.61
vi. Anooshka C Bathwal 11,00,000 - 0.22
vii. Rinku Choudhary 8,50,000 - 0.17
e) Total (a+b+c+d) 247733674 43.90 50.36
Mode of acquisition/sale (e.g. open market / off-market/ Preferential allotment
public issue /rights issue / preferential allotment//inter-se
transfer etc.)
Salient features of the securities acquired including time Each warrant, so allotted, is convertible into or exchangeable for one
redemption, ratio at which it can be converted into equity fully paid-up equity share of the Company having face value of Re.
shares, etc. 1/- (Rupee One only) each, in accordance with the provisions of
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, on payment of the
Warrant Exercise Price, as mentioned in the Notice of EGM dated
August 08, 2022from the Allottees pursuant to exercise of conversion
option against each such warrant, within 18 months from the date of
allotment of warrants.
Date of acquisition/sale of shares/ VR or date of receipt o f 22 August 2022
intimation of allotment of shares, whichever is applicable
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Equity share capital / total voting capital of the TC before the said acquisition/~~sale~~	419,339,650 Equity Shares of Re 1 Each
Equity share capital/ total voting capital of the TC after the said acquisition/~~sale~~	419,339,650 Equity Shares of Re 1 Each
Total diluted share/voting capital of the TC after the said acquisition (**)	491,889,650 Equity Shares of Re 1 Each

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Regulation 31 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

(**) 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 Self and on behalf of Promoter Group/PAC

Digitally signed by Anurag Anurag Choudhary Choudhary Date: 2022.08.23 16:23:57 +05'30'

ANURAG CHOUDHARY

Signature of the acquirer/ authorized signatory Place: Kolkata Date: 23-08-2022

Note: With effect from 08 July 2022, pursuant to the Family Settlement Agreement (“FSA”) dated 08 July 2022, Mr. Bankey Lal Choudhary, Mr. Vijay Kumar Choudhary, Mr. Tushar Choudhary, Ms. Sushila Devi Choudhary, Ms. Saroj Devi Choudhary, Ms. Kanta Devi Choudhary and Ms. Swaty Choudhary (collectively referred to as ‘Outgoing Promoters’) have completely exited from the management of Himadri Speciality Chemical Limited (“Company”).

The Company had received request letter dated 08 July 2022 from the Outgoing Promoters for reclassifying them from ‘Promoters/Promoter Group’ to ‘Public’ under regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). Based on the requests received from the Outgoing Promoters and pursuant to the provisions of Regulation 31A(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has made an application to National Stock Exchange of India Limited and BSE Limited for reclassification of Outgoing Promoters from 'Promoter/Promoter Group' to 'Public Category”

Given the above facts, the Outgoing Promoters are no longer (w.e.f 08 July 2022) Persons Acting in Concert (PAC) with the acquirer.