Khadim India Limited — Major Shareholding Notification 2021

Sep 15, 2021

K H A D I M D E V E L O P M E N T C O M P A N Y P R I V A T E L I M I T E D CIN: U70101WB1992PTC055972 Regd. Off.: 7th Floor, Tower C, DLF IT Park, 08 Major Arterial Road, Block - AF, New Town (Rajarhat), Kolkata – 700156 Tel No.: +91-33-4009 0501, Fax No.: +91-33-4009 0500 E-mail- kdcpl1992@gmail.com

September 15, 2021

The Manager The Department of Corporate Services BSE Limited P. J. Towers, Dalal Street, Mumbai - 400 001 Scrip Code - 540775

The Manager The Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol - KHADIM

Dear Sir / Madam,

Subject: Report to stock exchanges under Regulation 10(6) read with Regulation 10(1)(d)(iii) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Code") in respect of acquisition made in reliance upon exemption provided for in Regulation 10 of the Takeover Code

Pursuant to a Scheme of Arrangement ("the Scheme") relating to the arrangement of Tetenal Photocheme Private Limited ("Tetenal Photocheme"), Photo Imaging Private Limited ("Photo Imaging"), Moviewallah Communications Private Limited ("Moviewallah") and Knightsville Private Limited ("Knightsville") (collectively referred to as Transferor Companies) and Khadim Development Company Private Limited ("Khadim Development" or "KDCPL" or "Transferee Company" or "Demerged Company") and Khadim Estate Advisors Private Limited ("Resulting Company") and their shareholders and creditors, under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013, please find attached herewith the report under Regulation 10(6) read with Regulation 10(1)(d)(iii) of the Takeover Code, on account of increase in the shareholding of KDCPL in Khadim India Limited ("KIL").

This is for your information and record.

For Khadim Development Company Private Limited Siddhartha Roy Burman Director DIN: 00043715 siddhartha royburman Digitally signed by siddhartha royburman Date: 2021.09.15 15:52:58 +05'30'

Place: Kolkata

Encl.: As above

Disclosure under Regulation 10(6) read with Regulation 10(1)(d)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company(TC)	Khadim India Limited ("KIL")
2.	Name of the acquirer(s)	KhadimDevelopmentCompanyPrivateLimited
		("KDCPL")
3.	Name of the stock exchange where	1.BSE Limited
	shares of the TC are listed	2.National Stock Exchange of India Limited
4.	Details of the transaction includingrationale, if any, for the transfer /acquisition of share	Refer Annexure-1
5.	Relevant regulation under whichthe acquirer is exempted from	KDCPL is exempt under Regulation 10(1)(d)(iii) frommaking an open offer. The regulation states:
	making open offer	"10(1) The following acquisitions shall be exempt from theobligation to make an open offer under regulation 3 andregulation 4 subject to fulfillment of the conditions stipulatedtherefor,—(a)….
		……(d) acquisition pursuant to a scheme,—(i)….(ii)…(iii) of arrangement not directly involving the targetcompany as a transferor company or as a transfereecompany, or reconstruction not involving the targetcompany's undertaking, including amalgamation,merger or demerger, pursuant to an order of a courtor a tribunal or under any law or regulation, Indian orforeign, subject to,—(A)the component of cash and cash equivalents inthe consideration paid being less than twentyfive per cent of the consideration paid under thescheme; and(B)where after implementation of the scheme ofarrangement, persons directly or indirectlyholding at least thirty-three per cent of the votingrights in the combined entity are the same asthe persons who held the entire voting rights
6.	Whether disclosure of proposedacquisition was required to bemade under regulation 10(5) and ifso,-whether disclosure was made andwhether it was made within thetimelinespecifiedundertheregulations.	before the implementation of the scheme."Not applicablesince no disclosure of the proposedacquisition was required to be made under Regulation 10(5)of the Takeover Code

	-date	offilingwiththestockexchange.
7.	Details of acquisition		Disclosures required to bemade under regulation 10(5)			Whether the disclosuresunder regulation 10(5) areactually made
	a.	Name of the transferor / seller	Not Applicable			Not Applicable
	b.Date of acquisition		Not Applicable			Not Applicable
	c.	Number of shares/ voting rightsin respect of the acquisitionsfrom each person mentioned in7(a) above	Not Applicable			Not Applicable
	d.	Total shares proposed to beNot Applicableacquired / actually acquired asa % of diluted share capital ofTC				Not Applicable
	e.	Price at which shares areproposed to be acquired /actually acquired	Not Applicable			Not Applicable
8.		Shareholding Details	Pre-Transaction			Post-Transaction
			No. of shares	% w.r.t		No. of	% w.r.t total
			held	total Share		shares	Share
							capital of
							TC
					of		51.61%of
							total paid up
							share capital
							of KIL
	b.	Each Seller / Transferor	Not Applicablesince KDCPL isacquiringsharespursuant to aSchemeofArrangementand not by way	-		NotApplicable	-
	a.	Each Acquirer / Transferee (*)KhadimDevelopmentCompanyPrivateLimited(KDCPL)	3,02,950	capital ofTC1.69%total paid upsharecapitalKIL	of		held92,73,229

Note:

• (*) Shareholding of each entity shall be shown separately and then collectively in a group.
• The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is 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.

Annexure-1

Details of the transaction

• The Scheme of Arrangement ("the Scheme") relating to the arrangement of Tetenal Photocheme Private Limited ("Tetenal Photocheme"), Photo Imaging Private Limited ("Photo Imaging"), Moviewallah Communications Private Limited ("Moviewallah") and Knightsville Private Limited ("Knightsville") (collectively referred to as Transferor Companies) and Khadim Development Company Private Limited ("Khadim Development" or "KDCPL" or "Transferee Company" or "Demerged Company") and Khadim Estate Advisors Private Limited ("Resulting Company") and their shareholders and creditors, under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 have been approved by the Hon'ble National Company Law Tribunal, Kolkata Bench vide order dated January 06, 2021.
• The effective date of the Scheme is September 08, 2021.
• As per the Scheme, the shares of Khadim India Limited (KIL) held by the Transferor Companies are now held by KDCPL only. Accordingly, the shareholding of KDCPL in KIL is increased to 51.61% from erstwhile 1.69% and KDCPL has become the Holding Company of KIL.
• Hence, shares of KIL held by the Promoter and Promoter Group Companies are now held by a single Promoter Group Company i.e., KDCPL and thereby creating consolidation of promoter's shareholding by a single entity. There is no change in the control of KIL on account of the aforesaid Scheme of arrangement.

Rationale of the transaction

The rationale of the transaction is set out in para B of the Scheme and the same is reproduced below:

"(B) RATTONALE OF THE SCHEME

The management of all these companies believe that amalgamation of Tetenal Photocheme, Photo lmaging, Moviewallah and Knightsville with Khadim Development and subsequent demerger of the Demerged Undertaking of Merged Khadim Development into Khadim Estate will achieve the following:

• a.Consolidation of control of Khadim India Limited into a single entity thus strengthening control of promoters over the company;
• b.Hive off of real estate business being unrelated to footwear business carried on by Khadim India Limited, subsidiary of Khadim Development;
• c.Simplification of group structure by elimination of multiple entities and overlapping functions to achieve greater administrative efficiency and reduced expenditure;
• d.Improved organizational capability and leadership, arising from pooling of resources; and e.Unlocking and maximizing shareholder value."

For Khadim Development Company Private Limited

Siddhartha Roy Burman siddhartha royburman Digitally signed by siddhartha royburman Date: 2021.09.15 15:55:00 +05'30'

Director DIN: 00043175

Place: Kolkata