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July 10, 2024

To, The Manager, The Department of Corporate Services BSE Limited PJ Towers Dalal Street, Mumbai – 400001 Scrip code: 540775

The Manager, The Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (East), Mumbai – 400051 Symbol: KHADIM

Dear Sir / Madam,

Sub: Notice convening Meeting of the Equity Shareholders of Khadim India Limited (the ‘Company’) pursuant to the directions of the Hon’ble National Company Law Tribunal, Kolkata Bench vide Order dated June 18, 2024

This is to inform that pursuant to the order dated June 18, 2024 (“Order”), the Hon’ble National Company Law Tribunal, Kolkata Bench (“Tribunal”) in the Company Application (CAA) 120/KB/2024, a meeting of the Equity Shareholders of Khadim India Limited (‘Company’ or ‘Demerged Company’) is scheduled to be held on Monday, August 12, 2024 at 10:30 AM (IST) , through Video Conferencing (“VC”) / Other Audio Visual Means (‘OAVM’) (‘Meeting’) for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement between the Company and KSR Footwear Limited and their respective shareholders and creditors ( ‘Scheme’ ).
Voting rights will be reckoned on the paid-up value of the shares registered in the name of the Shareholders of the Company on July 24, 2024 (‘cut-off date’) . Only those Shareholders whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting or by e-voting at the Meeting.
We enclose herewith the Notice of the aforesaid Meeting along with the Explanatory Statement under Sections 102, 230 - 232 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable SEBI Circulars.

This is for your information and dissemination on your website.

Thanking you,

For Khadim India Limited

ABHIJIT DAN

Digitally signed by ABHIJIT DAN Date: 2024.07.10 18:59:04 +05'30'

Company Secretary & Head – Legal ICSI Membership No.: A21358

Encl.: as above

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KHADIM INDIA LIMITED

CIN: L19129WB1981PLC034337

Registered Office: 7[th] Floor, Tower C, DLF IT Park, 8 Major Arterial Road, Block – AF, New Town (Rajarhat), Kolkata – 700 156, West Bengal, India Tel: +91 33 4009 0501 | Fax: + 91 33 4009 0500 E-mail: [email protected] | Website: www.khadims.com

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF KHADIM INDIA LIMITED (PURSUANT TO ORDER DATED JUNE 18, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH)

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MEETING
Day Monday
Date August 12, 2024
Time 10:30 a.m. (IST)
Mode of Meeting Through Video Conferencing (VC) / Other Audio
Visual Means (OAVM)
Cut-off date for e-voting Wednesday, July 24, 2024
Remote e-voting start date and time Monday, July 29, 2024 at 9:00 a.m. (IST)
Remote e-voting end date and time Sunday, August 11, 2024 at 5:00 p.m. (IST)
Sl. Contents Page No.
No.
1. Notice convening Meeting of the Equity Shareholders of Khadim India Limited. 4
Explanatory Statement under Sections 230 and 232 read with Section 102 and
other applicable provisions of the Companies Act, 2013 (‘ the Act’ ) and Rule 6
2. of the Companies (Compromises, Arrangements and Amalgamations) Rules, 9
2016 (“ CAA Rules ”).
Instructions for attending the Meeting through VC / OAVM and e-voting.
3. 23
Annexure I
4. Scheme of Arrangement between Khadim India Limited (‘Demerged Company’) 30
and KSR Footwear Limited (‘Resulting Company’) and their respective
shareholders and creditors (‘ Scheme ’).
5. Annexure II
Audited Standalone and Consolidated Financial Results of the Demerged 62
Company for the quarter and year ended March 31, 2024.
6. Annexure III
Audited Financial Statements of the Resulting Company for the period ended 76
March 31, 2024.
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Sl. Contents Page No.
No.
7. Annexure IV
Reports of the Board of Directors of the Demerged Company pursuant to Section 102
232(2)(c) of the Act.
8. Annexure V
Reports of the Board of Directors of the Resulting Company pursuant to Section 108
232(2)(c) of the Act.
9. Annexure VI
Share Entitlement Ratio Report dated September 29, 2023 issued by Mr. Vikram 112
Kumar Singh, Registered Valuer under IBBI (SFA), Regn. No. –
IBBI/RV/06/2019/11320.
10. Annexure VII
Fairness Opinion dated September 29, 2023 issued by Saffron Capital Advisors 120
Private Limited, an independent SEBI Registered Merchant Banker, SEBI
Registration No. INM000011211.
11. Annexure VIII
Shareholding Pattern of the Demerged Company and the Resulting Company 125
(pre and post-arrangement) as on June 21, 2024.
12. Annexure IX
Complaint Report dated November 24, 2023 submitted to BSE Limited (‘BSE’). 127
13. Annexure X
Complaint Report dated January 11, 2024 submitted to National Stock Exchange 129
of India Limited (‘NSE’).
14. Annexure XI
Observation Letter dated April 30, 2024 provided by BSE. 131
15. Annexure XII
Observation Letter dated April 30, 2024 provided by NSE. 135
16. Annexure XIII
Details of ongoing adjudication & recovery proceedings, prosecution initiated, 139
and all other enforcement action taken, if any, against the Demerged Company,
its Promoters and Directors.
17. Annexure XIV
Information pertaining to the Resulting Company in the format specified for 141
abridged prospectus as provided in Part E of Schedule VI of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 read with SEBI Master Circular No.
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Sl. Contents Page No.
No.
SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and
SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 along with
Certificate issued by Saffron Capital Advisors Private Limited, SEBI Registered
Merchant Banker, certifying the accuracy and adequacy of disclosures made
therein.
Annexure XV
(a) Details of assets, liabilities, net worth and revenue of the companies 154
involved, pre and post Scheme (as submitted to the Stock Exchanges) .
(b) Impact of Scheme on revenue generating capacity of Demerged Company.
18. (c) Need and Rationale of the Scheme, Synergies of business of the companies
involved in the Scheme, Impact of the Scheme on the shareholders and cost
benefit analysis of the Scheme (as submitted to the Stock Exchanges) .
(d) Value of assets and liabilities of the Demerged Company that are being
transferred to the Resulting Company (as submitted to the Stock Exchanges) .
19. Annexure XVI (as submitted to the Stock Exchanges)
Information submitted to NSE and SEBI, as Annexure Y to the application dated 170
October 19, 2023.
20. Annexure XVII (as submitted to the Stock Exchanges)
Information submitted against query 10 raised by the Exchange on the BSE 186
Listing Portal on October 30, 2023.
The Notice of the Meeting, Explanatory Statement, Instructions and Annexures I to XVII constitute a
single and complete set of documents and should be read in conjunction with each other, as they form
an integral set of documents.
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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH COMPANY APPLICATION (CAA) NO. 120/KB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN KHADIM INDIA LIMITED AND KSR FOOTWEAR LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

In the Matter of: The Companies Act, 2013

And

In the Matter of:

An application made under Sections 230 and 232 along with other applicable provisions of the Companies Act, 2013 Act and Rules framed there under as in force from time to time.

And

In the matter of:

KHADIM INDIA LIMITED , a company incorporated under the provisions of the Companies Act, 1956, and being a Company within the meaning of the Companies Act, 2013, having its Registered Office at 7th Floor, Tower C, DLF IT Park, 08 Major Arterial Road, Block-AF, New Town (Rajarhat), Kolkata - 700156, CIN - L19129WB1981PLC034337, within the aforesaid jurisdiction.

And

In the matter of: KSR FOOTWEAR LIMITED , a company incorporated under the provisions of the Companies Act, 2013, having its Registered Office at Flat No. 4A, 4th Floor, Kalyani Complex, P-22, Block - A, Bangur Avenue, North 24 Parganas - 700055, CIN - U46413WB2023PLC264443, within the aforesaid jurisdiction.

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS

To The Equity Shareholders of Khadim India Limited

NOTICE is hereby given that, pursuant to the directions of the Hon’ble National Company Law Tribunal, Kolkata Bench (‘Tribunal’) vide Order dated June 18, 2024 (‘Tribunal Order’) , a meeting of the Equity Shareholders of Khadim India Limited will be held on Monday, August 12, 2024, at 10:30 a.m. (IST) (‘Meeting’) for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement between Khadim India Limited (‘KIL’ or ‘Demerged Company’ or ‘Company’) and KSR Footwear Limited (‘KFL’ or ‘Resulting Company’) and their respective shareholders and creditors (‘Scheme’) .

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Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through Video Conferencing / Other Audio Visual Means, in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) , the Circulars issued thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to consider, and if thought fit, to pass the following resolution for approval of the Scheme by requisite majority, as prescribed under Section 230(6) of the Act:

“ RESOLVED THAT in accordance with the provisions of Sections 230 to 232 and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with the Rules framed thereunder, including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 issued by the Securities and Exchange Board of India (‘SEBI’) and any other Circulars / Guidelines issued by SEBI applicable to schemes of arrangement from time to time, Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961 and the Rules framed thereunder [including, in each case, any amendment(s), statutory modification(s) or re-enactment(s), for the time being in force] and pursuant all other provisions of applicable laws read with the relevant clauses of the Memorandum and Articles of Association of Khadim India Limited, and subject to the approval of the Hon’ble National Company Law Tribunal, Kolkata Bench (‘Tribunal’) , and such other approvals as may be necessary or as may be directed by the Tribunal and subject to such amendments or modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company ( ‘the Board’ , which term shall be deemed to mean and include Committee(s) of directors constituted by the Board or any other person(s) authorised by the Board of Directors to exercise its power including the powers conferred by this Resolution), the Scheme of Arrangement between Khadim India Limited and KSR Footwear Limited and their respective shareholders and creditors (‘Scheme’) be and is hereby approved.

RESOLVED FURTHER THAT the Board of Khadim India Limited be and is hereby authorised to perform and execute all such acts, deeds, matters and things, including delegation of all or any of the powers conferred herein, as it may, in its absolute discretion deem necessary, proper or expedient to give effect to this Resolution and for the matters connected therewith or incidental thereto, and to effectively implement the arrangement embodied in the Scheme and to make any modification(s) or amendment(s) to the Scheme at any time and for any reason whatsoever, and to accept such modification(s), amendment(s) or condition(s), if any, which may be required and / or imposed by the Tribunal while sanctioning the Scheme or by any authorities under law, and to waive any condition(s) of the Scheme, and also to settle any issue, question, difficulty or doubt that may arise in this regard, including passing of such accounting entries and / or making adjustments in the books of accounts of Khadim India Limited and deciding on transfer / vesting of assets and liabilities, as the Board in its absolute discretion may deem fit, proper or desirable, subject to compliance with the applicable laws and regulations, without the Board being required to seek any further consent / approval of the Shareholders.”

TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility of casting their votes on the Resolution for approval of the Scheme either by (a) remote electronic voting (‘ remote e-voting’ ) or by (b) e-voting at the Meeting, during the respective voting period as stated below:

Manner of voting	Commencement of voting	End of voting
Remote e-voting	Monday, July 29, 2024 at 9:00 a.m. (IST)	Sunday, August 11, 2024 at 5:00 p.m. (IST)
E-voting at the Meeting	Monday, August 12, 2024 (Upon voting being announced by the Chairperson of the Meeting)	Monday, August 12, 2024 (Till 15 minutes after the conclusion of the proceedings of the Meeting)

Remote e-voting and e-voting at the Meeting shall not be allowed beyond the respective voting period, as stated above. Shareholders may exercise their votes in only one mode i.e., either by remote e-voting or by e-voting at the Meeting. Shareholders who cast their votes by remote e-voting

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may attend the Meeting, but will not be entitled to cast their votes again. Once the vote on a resolution is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

Voting rights will be reckoned on the paid-up value of the shares registered in the name of the Shareholders of the Company on Wednesday, July 24, 2024 (‘cut-off date’) . Only those Shareholders whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting or by e-voting at the Meeting. Those who are not Shareholders as on the cut-off date should accordingly treat this Notice for information purpose only.
The Company has engaged National Securities Depository Limited (‘NSDL’) as the agency for providing the platform for both remote e-voting and e-voting at the Meeting.
The Tribunal has appointed (a) Ms. Madhuja Barman, Advocate, to be the Chairperson of the Meeting, and (b) Mr. M.R. Goenka, Practising Company Secretary to be the Scrutinizer for the Meeting.
The voting results shall be declared by the Chairperson of the Meeting within two working days from the conclusion of the Meeting and the same shall be displayed on the Notice Board of the Company at its Registered Office and posted on the websites of the Company at https://www.khadims.com/demerger-distribution-business, and NSDL at www.evoting.nsdl.com. The results shall also be forwarded to the National Stock Exchange of India Limited (‘NSE’), and BSE Limited (‘BSE’), where the Company’s shares are listed.
The Resolution for approval of the Scheme shall, if passed by a majority in number representing three-fourths in value of the Equity Shareholders of the Company casting their votes, as aforesaid, pursuant to Section 230(6) of the Act, shall be deemed to have been duly passed on the date of the Meeting i.e., Monday, August 12, 2024.
The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.
A copy each of the Scheme and the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with all the Annexures are enclosed herewith. A copy of this Notice and the Explanatory Statement together with the accompanying documents are also placed on the websites of the Company at https://www.khadims.com/demerger-distribution-business, NSDL at www.evoting.nsdl.com, NSE at https://www.nseindia.com, and BSE at www.bseindia.com.

Sd/- Advocate Madhuja Barman Chairperson appointed by the Tribunal for the meeting

Kolkata, July 08, 2024

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NOTES:

i. Pursuant to the directions of the Tribunal vide its order dated June 18, 2024, the Meeting is being conducted through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility to transact the business as set out in the Notice convening this Meeting.
ii. Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is enclosed to this Notice as Exhibit A . Further, additional information as required under the SEBI Master Circular dated June 20, 2023 are also enclosed.
iii. Pursuant to the provisions of the Act, a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote at the Meeting on his / her behalf and the proxy need not be a Shareholder of the Demerged Company. Since this Meeting is being held through VC / OAVM, (a) Shareholders will not be able to appoint proxies for the Meeting, and (b) Attendance Slip & Route Map are not annexed to this Notice.
iv. Pursuant to the provisions of the Act, the Institutional / Corporate Shareholders (i.e., other than individuals / HUF, NRI, etc.) are required to send legible scan of certified true copy of its Board or governing body Resolution / Power of attorney / Authority letter etc. authorizing their representative to attend this Meeting, through e-mail to the Scrutinizer at [email protected] with a copy marked to [email protected].
v. In case of joint holders, only such joint holder who is higher in the order of names in the Register of Members of the Company or in the Register of Beneficial Owners maintained by National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) (hereinafter collectively referred to as ‘Depositories’) in respect of such joint holding, will be entitled to attend and vote.
vi. Shareholders are requested to quote the ledger folio / DP ID and Client ID in all communication with the Company.
vii. The Notice and the Explanatory Statement together with the accompanying documents are being sent only through electronic mode to those Shareholders who have registered their e-mail addresses with the Company or with the Depositories. These documents are also available on the Company’s corporate website at https://www.khadims.com/demerger-distribution-business.
viii. Shareholders desirous of obtaining physical copies of the said Notice and the Explanatory Statement together with the accompanying documents, free of charge, may send a request to the Company Secretary & Head - Legal, mentioning their name and DP ID & Client ID / folio number, through e-mail at [email protected].
ix. Shareholders who hold shares in the certificate form / demat mode and who have not registered their e-mail addresses with the Company / RTA or with the Depositories and wish to receive the Notice and the Explanatory Statement together with the accompanying documents, or attend the Meeting, or cast their votes through remote e-voting or by e-voting at the Meeting, are required to register their e-mail address by sending email to the Company at [email protected] and / or as per the instructions provided elsewhere in this Notice.
x. Equity Shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. Quorum for the Meeting shall be in terms of the Tribunal Order and Section 103 of the Act.
xi. Shareholders who would like to express their views or ask questions during the Meeting with respect to the agenda item of the Meeting will be required to register themselves as speaker by sending e-mail to the Company Secretary & Head – Legal at [email protected] from their registered e-mail address from Thursday, August 01, 2024 (10:00 a.m. IST) to Wednesday, August 07, 2024 (5:00 p.m. IST) , mentioning their name, DP ID & Client ID / folio number, PAN and mobile number. Only those Shareholders who have registered themselves as speaker will be allowed to speak at the Meeting. The Chairperson of the Meeting reserves the right to restrict the number of

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questions and / or number of speakers, depending upon availability of time, for smooth conduct of the Meeting.

Further, Shareholders who would like to have their questions / queries responded to during the Meeting are requested to send such questions / queries in advance to the Company Secretary & Head – Legal at [email protected] within the aforesaid time period.

xii. Procedure for attending the Meeting through VC / OAVM:

a. Shareholders will be able to attend the Meeting through VC / OAVM through the NSDL e-voting system.
b. The facility of joining the Meeting through VC / OAVM will be opened 30 minutes before and will remain open upto 15 minutes after the scheduled start time of the Meeting, i.e., from 10:00 a.m. IST to 10:45 a.m. IST and will be available for 1,000 Shareholders on a first-come first-served basis. This restriction would however not apply to participation of Shareholders holding 2% or more shareholding of the Company, promoters, institutional investors, directors, key and senior managerial personnel, auditors, scrutinizer, etc.
c. The instruction to attend the Meeting through VC / OAVM is enclosed herewith and marked as Exhibit B and the same shall form part of this Notice .

xiii. Voting through electronic means:

a. As stated in the Notice, Shareholders shall have the facility and option of casting their votes on the Resolution for approval of the Scheme either by remote e-voting or by e-voting at the Meeting. The Company has engaged NSDL as the agency for providing the platform for both remote e- voting and e-voting at the Meeting.
b. Detailed instruction for e-voting is enclosed herewith and marked as Exhibit C and the same shall form part of this Notice.

Exhibit A

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH COMPANY APPLICATION (CAA) NO. 120/KB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN KHADIM INDIA LIMITED AND KSR FOOTWEAR LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

In the Matter of: The Companies Act, 2013

And

In the Matter of:

An application made under Sections 230 and 232 along with other applicable provisions of the Companies Act, 2013 Act and Rules framed there under as in force from time to time.

And

In the matter of:

KHADIM INDIA LIMITED , a company incorporated under the provisions of the Companies Act, 1956, and being a Company within the meaning of the Companies Act, 2013, having its Registered Office at 7th Floor, Tower C, DLF IT Park, 08 Major Arterial Road, Block-AF, New Town (Rajarhat), Kolkata700156, CIN - L19129WB1981PLC034337, within the aforesaid jurisdiction.

And

In the matter of:

KSR FOOTWEAR LIMITED , a company incorporated under the provisions of the Companies Act, 2013, having its Registered Office at Flat No. 4A, 4th Floor, Kalyani Complex, P-22, Block - A, Bangur Avenue, North 24 Parganas - 700055, CIN - U46413WB2023PLC264443, within the aforesaid jurisdiction.

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Meeting to consider the Scheme of Arrangement

a) Pursuant to the Order dated June 18, 2024 (‘Tribunal Order’) of the Hon’ble National Company Law Tribunal, Kolkata Bench (‘ Tribunal ’), the Meeting of the Equity Shareholders of Khadim India Limited is being convened on Monday, August 12, 2024, at 10:30 a.m. (IST) through Video Conferencing / Other Audio Visual means, in compliance with the applicable provisions of the Companies Act, 2013 (‘ the Act ’), the circulars issued thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), for considering, and if thought fit, approving the proposed Scheme of Arrangement between Khadim India Limited (‘KIL’ or ‘Demerged Company’ or ‘Company’) and KSR Footwear Limited (‘KFL’ or ‘Resulting Company’) and their respective

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shareholders and creditors (‘Scheme’). This is a Statement accompanying the Notice convening such Meeting of the Equity Shareholders of the Demerged Company.

b) The Scheme, inter alia, provides for:
(i) Demerger of the Demerged Undertaking (as defined in the Scheme) of the Demerged Company comprising of the Distribution Business i.e., the Demerged Company’s distribution segment which provides branded and affordable footwear in the mass footwear category, into the Resulting Company on a going concern basis and in consideration, the issuance of equity shares by the Resulting Company to all the Equity Shareholders of the Demerged Company as per the Share Entitlement Ratio i.e., 1 (One) equity share of face value of INR 10/- each fully paid up of the Resulting Company for every 1 (One) equity share of face value of INR 10/- each fully paid up held by Equity Shareholders of the Demerged Company, and in accordance with the provisions of Section 2(19AA) read with other relevant provisions of the Income-tax Act, 1961 (‘IT Act’);
(ii) Reduction and cancellation of the existing paid-up share capital of the Resulting Company;
(iii) Listing of equity shares of the Resulting Company on National Stock Exchange of India Limited (‘NSE’), and BSE Limited (‘BSE’); and
(iv) various other matters consequential or otherwise integrally connected herewith.
A copy of the Scheme is enclosed as Annexure I .

2. Rationale and Benefits of the Scheme

The Demerged Company has 2 (two) distinct businesses viz. (i) Retail Business and (ii) Distribution Business. The retail business operates through 848 retail stores (as on June 30, 2023) and caters to the middle and upper middle-income consumers, while the distribution business operates through a wide network of 732 distributors (as on June 30, 2023) selling to multi-brand-outlets across India and caters to lower and middle-income consumers. The transfer and vesting of the Demerged Undertaking (as defined in the Scheme) comprising of Distribution Business into the Resulting Company pursuant to this Scheme shall be in the interest of all concerned stakeholders including shareholders, customers, creditors, employees and general public, in the following ways:

(i) The Demerged Undertaking and the Remaining Business (as defined in the Scheme) address different market segments with divergic dynamics in terms of business strategy, customer set and distinct capital requirements. The transfer of the Demerged Undertaking into the Resulting Company will enable both the Demerged and Resulting Company to focus on their activities in the respective segments. This would help to improve their competitiveness, operational efficiency, agility and strengthen their position in relevant markets.
(ii) The nature of risk, competition, challenges, opportunities, market segment, target customer and business methods for the Distribution Business (as defined in the Scheme) is separate and distinct from the Remaining Business (as defined in the Scheme) carried out by the Demerged Company.
(iii) The segregation of the business vertical shall enable them to move forward independently, with specialization building on their respective capabilities. It will also help to channelize resources required for all the businesses to focus on the growing businesses and attracting right talent and providing enhanced growth opportunities to existing talent in line with a sharper strategic focus on each business segment under separate entities.
(iv) The Scheme will also enable the Demerged Company and the Resulting Company to focus and enhance their respective management structure ensuring better and more efficient management control.
(v) Bifurcation of these businesses will enable unlocking value of each vertical thereby paving way for focused growth with a view to create significant stakeholder value, will attract distinct

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investor base and at the same time allow investors to allocate their portfolio into separate entities, focused on the distinct entities. Further, it will enable independent and distinct capital allocation approach and balance sheet management based on the distinct needs of each business.

(vi) Thus, the demerger would help in achieving the desired operating structure and shall inter alia have following benefits:
Create sector focused companies;
Attract business specific investors;
Streamline the management structure;
Unlock value for shareholders;
Ring-fence businesses from each other;
Better risk management; and
Better Management Bandwidth utilization.

3. Background of the companies

I. Particulars of the Demerged Company:

(a) Khadim India Limited was incorporated on December 03, 1981 as a private company limited by shares under the provisions of the Companies Act, 1956 under the name and style of “S. N. Footwear Industries Private Limited”. Subsequently, with effect from April 17, 1998, the name was changed to “Khadim Chain Stores Private Limited”. Thereafter, the Demerged Company was converted into a public limited company. Upon conversion into public limited company, with effect from June 24, 2005, the name was changed to “Khadim Chain Stores Limited”. Thereafter, again with effect from August 26, 2005, the name was changed to its present name, “Khadim India Limited”. The Demerged Company is a company within the meaning of the Act.
(b) The Corporate Identification Number of the Demerged Company is L19129WB1981PLC034337 and its Permanent Account Number allotted by the Income Tax Department is AABCK3341A. The Demerged Company has its Registered Office at 7th Floor, Tower C, DLF IT Park, 8 Major Arterial Road, Block AF, New Town (Rajarhat), Kolkata – 700156, West Bengal, India. The email address of the Demerged Company is [email protected] and its website is www.khadims.com. The Demerged Company is engaged in the manufacturing / retail business of footwear and accessories.
(c) During the last five years, there has been no change in the objects clause and name of the Company. However, the registered office of the Demerged Company has been changed from “ Kankaria Estate, 5th Floor, 6, Little Russell Street, Kolkata -700 071 ” to “ 7th Floor, Tower C, DLF IT Park, 08 Major Arterial Road, Block - AF, New Town (Rajarhat), Kolkata - 700156”, with effect from September 01, 2021 ".
(d) The equity shares of the Demerged Company are listed on the National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’) (hereinafter collectively referred to as ‘Stock Exchanges’).
(e) The main objects of the Demerged Company are contained in Clause III of its Memorandum of Association.

They are, inter alia, as follows:

“A1.To carry on the Business of manufacturer, importer, exporter, buyer, seller, wholesaler, retailer, agency, broker, distributors, dealers, contractors, consignors, consignee and franchisee of various footwear and related accessories of all form, specification, quality, kind, and size made of or out of natural leather, synthetic leather, rubber, plastic, polymers, textile, canvas or any other raw material suitable for human use.

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A2. To carry on the business of manufacturer, importer, exporter, tanner, dealer, processor, agent, broker, distributor and contractor in leather, hides, skin and leather substance.
A3. To manufacture, process, design and decorate, stitch, recondition, repair, manipulate, sale, purchase, export, import, deal, trade, act as an agent in all garments, textiles, all seasonal wear like rain wear, winter wear, gloves, caps, umbrellas, bags, dress materials and related accessories.”
(f) The Share Capital of the Demerged Company as on June 21, 2024 is as follows:

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Particulars Amount (in INR)
Authorised Share Capital
6,00,00,000 Equity Shares of INR 10/- each 60,00,00,000/-
Issued, Subscribed and Paid-up Share Capital
1,82,98,382 Equity Shares of INR 10/- each fully paid up 18,29,83,820/-
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The Demerged Company had allotted 4,08,768 fully convertible equity share warrants (‘warrants’) on February 02, 2024 on a preferential basis.

Out of 4,08,768 warrants, the Demerged Company has allotted equity shares in the following manner consequent to conversion of 3,28,768 warrants:

(i) 1,64,384 Equity shares of INR 10/- each on conversion of 1,64,384 warrants on March 22, 2024 to Mr. Siddhartha Roy Burman, one of the Promoters of the Company; and
(ii) 1,64,384 Equity shares of INR 10/- each on conversion of 1,64,384 warrants on May 29, 2024 to Girish Gulati (HUF), Non-Promoter Entity. However, these 1,64,384 Equity Shares will be credited to the Allottee’s account post obtaining listing approval from the stock exchanges.

Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Demerged Company increased to INR 18,29,83,820/- from INR 17,96,96,140/ (as on the date of approval of the Scheme by the Board of Directors of the Demerged Company i.e., as on September 29, 2023).

Subsequent to June 21, 2024, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Resulting Company.

(g) The last annual financial statements of the Demerged Company have been audited for the financial year ended March 31, 2024. The audited Standalone and Consolidated Financial Results of the Demerged Company for the quarter and year ended March 31, 2024 are enclosed as Annexure II .
(h) Details of the Directors and Promoters (as on the date of the Notice):

The details of the Directors of the Demerged Company as on the date of this Notice, along with their addresses, are mentioned herein below:

		Directors	Directors

SL. No.	Name	Category	Address
1.	Mr. Siddhartha Roy Burman	Chairman & Managing Director	BH-164, Sector – II, P.O. – Mayukh Bhavan, Salt Lake, North 24 Parganas, Kolkata, West Bengal – 700091

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2. Mr. Rittick Roy Whole-time Director BH-164, Sector – II,
Burman P.O. – Mayukh Bhavan,
Salt Lake, North 24 Parganas,
Kolkata, West Bengal – 700091
3. Mr. Ritoban Non-Executive BH-164, Sector – II,
Roy Burman Non Independent P.O. – Mayukh Bhavan,
Director Salt Lake, North 24 Parganas,
Kolkata, West Bengal – 700091
4. Dr. Indra Nath Non-Executive A/1201, 12 [th] Floor,
Chatterjee Independent Director Lalani Grandeur,
Valentine Complex,
Gen. A. K. Vaidya Marg,
Malad East, Mumbai,
Maharashtra – 400097
5. Prof. (Dr.) Non-Executive 28/6B, Nakuleshwar
Surabhi Independent Director Bhattacharjee Lane,
Banerjee P.O. – Kalighat,
Kolkata, West Bengal – 700026
6. Mr. Alok Non-Executive C/6, Ferreira Mansion,
Chauthmal Independent Director Sitladevi Temple Road,
Churiwala Mahim West,
Mumbai, Maharashtra – 400016
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The details of the Promoters of the Demerged Company as on the date of this Notice, along with their addresses, are mentioned herein below:

		Promoters
Sl. No.	Name	Category	Address
1.	Mr. Siddhartha Roy Burman	Promoter	BH-164, Sector – II, P.O. – Mayukh Bhavan, Salt Lake, North 24 Parganas, Kolkata, West Bengal – 700091
2.	Mrs. Tanusree Roy Burman	Promoter Group	BH-164, Sector – II, P.O. – Mayukh Bhavan, Salt Lake, North 24 Parganas, Kolkata, West Bengal – 700091
3.	Mr. Rittick Roy Burman	Promoter Group	BH-164, Sector – II, P.O. – Mayukh Bhavan, Salt Lake, North 24 Parganas, Kolkata, West Bengal – 700091
4.	Khadim Development Company Private Limited	Promoter	7thFloor, Tower C, DLF IT Park, 08 Major Arterial Road, Block-AF, New Town (Rajarhat), Kolkata– 700156

II. Particulars of the Resulting Company:

(a) The Resulting Company was incorporated on August 22, 2023 under the provisions of the Act as a public company limited by shares. The Corporate Identification Number of the Resulting Company is U46413WB2023PLC264443 and its Permanent Account Number allotted by the Income Tax Department is AAKCK4627J. The Resulting Company has its Registered Office at Flat No. 4A, 4[th] Floor, Kalyani Complex, P-22, Block A, Bangur Avenue, North 24 Parganas - 700055, West Bengal, India. The email address of the Resulting Company is [email protected].

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(b) The Resulting Company is yet to commence its business. As per the main object mentioned in the Memorandum of Association of the Resulting Company, it is engaged in the business of manufacturing and wholesaling of footwear and accessories.
(c) Since incorporation, there has been no change in the Objects Clause, name and registered office of the Resulting Company.
(d) Presently, the Equity Shares of the Resulting Company are not listed on any Stock Exchange.
(e) The main objects of the Resulting Company are contained in Clause III of its Memorandum of Association. They are as follows:
“A1. To carry on the Business of manufacturer, importer, exporter, buyer, seller, wholesaler, agency, broker, distributors, dealers, Job workers, contract manufacturers and seller of other Brands as licensee or otherwise, contractors, consignors and consignee of various footwear and accessories of all form, specification, quality, kind, and size made of or out of natural leather, synthetic leather, rubber, plastic, polymers, textile, canvas or any other raw material suitable for human use.
A2. To carry on the business of manufacturer, importer, exporter, tanner, dealer, processor, agency, broker, distributor and contractor in leather, hides, skin and leather substance.”
(f) The Share Capital of the Resulting Company as on March 31, 2024 is as follows:

Particulars	Amount (in INR)
Authorised Share Capital
1,50,000 Equity Shares of INR 10/- each	15,00,000/-
Issued, Subscribed and Paid-up Share Capital
10,000 Equity Shares of INR 10/- each, fully paid-up	1,00,000/-

Subsequent to the date of approval of the Scheme by the Board of Directors of the Resulting Company i.e., as on September 29, 2023, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Resulting Company.

Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Resulting Company as on June 21,2024 is same as that of March 31,2024.

(g) The Resulting Company has prepared its first financial statements for the period from August, 22, 2023 to March 31, 2024. The said audited financial statements are enclosed as Annexure III .
(h) Details of the Directors and Promoters (as on the date of the Notice):

The details of the Directors of the Resulting Company as on the date of this Notice, along with their addresses, are mentioned herein below:

		Directors
SL. No. Name		Category	Address
1.	Mr. Suman Barman Roy	Director	Flat No. 82, 2nd Floor, Ekante Apartment, 23 Prince Park, Kalikapur Kolkata- 700099
2.	Mr. Rittick Roy Burman	Director	BH-164, Sector - II, P.O. - Mayukh Bhavan, Salt Lake, North 24 Parganas, Kolkata,WestBengal - 700091

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3.	Mr. Ritoban Roy Burman	Director	BH-164, Sector - II, P.O. - Mayukh Bhavan, Salt Lake, North 24 Parganas, Kolkata,WestBengal - 700091

The details of the Promoter of the Resulting Company as on the date of this Notice, along with its address, is mentioned herein below:

	Promoter
Name	Address
Khadim India Limited	7th Floor, Tower C, DLF IT Park, 8 Major Arterial Road, Block AF, New Town (Rajarhat), Kolkata – 700156,West Bengal,India

4. Salient features of the Scheme

The salient features of the Scheme are stated below. The capitalised terms used in the salient features shall have the same meaning as ascribed to them in Clause 1 of Part A of the Scheme and the salient features are to be read subject to the same rules of interpretation as stated in Clause 2 of Part A of the Scheme.

(a) The Scheme, inter alia, provides for demerger of the Demerged Undertaking comprising the Distribution Business of the Demerged Company, along with all properties, assets, rights, powers, encumbrances, debts, liabilities, duties and obligations relating to the Demerged Undertaking, into the Resulting Company on a going concern basis and in consideration, the consequent issuance and allotment of equity shares by the Resulting Company to all the Equity Shareholders of the Demerged Company as per the Share Entitlement Ratio i.e., 1 (One) Equity Share of the face value of INR 10/- each fully paid up of the Resulting Company for every 1 (One) Equity Share of face value of INR 10/- each fully paid up held by Equity Shareholders of the Demerged Company, in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Act and Section 2(19AA) read with other relevant provisions of the IT Act.
(b) The Scheme shall be operative from the ‘ Effective Date ’, date which will be the first day of the month following the month in which parties mutually acknowledge in writing that all the conditions referred to in Clause 25.1 of the Scheme have occurred or have been fulfilled, obtained or waived, as applicable, in accordance with the Scheme. References in the Scheme to the “date of coming into effect of this Scheme” or “upon the Scheme becoming effective” or “effectiveness of the scheme” shall mean the Effective Date.
(c) Appointed Date shall mean the same date as the Effective Date or such other date as may be mutually agreed by the Companies. The Scheme shall be effective from the Appointed Date and shall be operative from the Effective Date.
(d) The Remaining Business shall continue to belong to and be vested in and be managed by the Demerged Company.
(e) On the Scheme becoming effective, all the Transferring Employees shall be deemed to have become employees of the Resulting Company with effect from the Appointed Date, without any interruption in service, on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company.
(f) All Equity Shares of the Resulting Company, post the Scheme, will be listed and / or admitted to trading on the NSE and BSE, which have nation-wide trading terminals.
(g) The fractional entitlements, if any, shall be aggregated and held by the trust nominated by the Board of Directors of the Resulting Company in this behalf , who shall sell such shares in the market at such price, within a period of ninety (90) days from the date of allotment of shares, as per the Scheme and on such sale, shall pay to the Resulting company, the net sale proceeds (after deduction of applicable taxes and other expenses incurred), whereupon the Resulting Company shall, subject to withholding tax, if any, distribute such sale proceeds to

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the concerned shareholders of the Demerged Company in proportion to their respective fractional entitlements so sold by the trustee.

(h) Upon coming into effect of the Scheme and in consideration for the demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company, the Board of the Demerged Company shall decide the manner in which difference in the intrinsic value created pursuant to the demerger of the Distribution Business is to be compensated to the ESOPs holders of the Demerged Company.

The Board of the Demerged company shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the aforesaid provisions, if required. Approval granted to the Scheme by the shareholders of the Demerged Company shall also be deemed to be approval granted to any modifications made to the ESOP Plans of the Demerged Company.

Note: The above details are only salient features of the Scheme. Shareholders are requested to read the entire text of the Scheme which is enclosed as Annexure I to get fully acquainted with the provisions thereof.

5. Relationship subsisting between Parties to the Scheme

The Resulting Company is presently a Wholly-owned Subsidiary of the Demerged Company.

6. Board approvals

(a) The Board of Directors of the Demerged Company at its Meeting held on September 29, 2023 by unanimous resolution approved the Scheme. The names of the then Directors and their manner of voting are set out below:

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Voted in favour / against / did
SL. No. Name of Director
not participate or vote
1. Mr. Siddhartha Roy Burman Voted in favour
2. Mr. Rittick Roy Burman Voted in favour
3. Mr. Ritoban Roy Burman Voted in favour
4. Dr. Indra Nath Chatterjee Voted in favour
5. Prof. (Dr.) Surabhi Banerjee Voted in favour
6. Mr. Alok Chauthmal Churiwala Voted in favour
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(b) The Board of Directors of the Resulting Company at its Meeting held on September 29, 2023 by unanimous resolution approved the Scheme. The names of the then Directors and their manner of voting are set out below:

7.	SL. No. Name of Director Voted in favour / against / did not participate or vote 1. Mr. Rittick RoyBurman Voted in favour 2. Mr. Ritoban RoyBurman Voted in favour 3. Mr. Suman Barman Roy Voted in favour Interest of Directors, Key Managerial Personnels (‘KMPs’), their relatives and Debenture Trustee

(a) Khadim India Limited (‘Demerged Company’):

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their directorship and shareholding, if

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any, in the Company. The Company has not issued any debentures and hence, does not have Debenture Trustee.

(b) KSR Footwear Limited (‘Resulting Company’):

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Resulting Company and their respective relatives (as defined under the Act and rules framed thereunder), have any interest in the Scheme except to the extent of their directorship and shareholding, if any in the Resulting Company. The Resulting Company has not issued any debentures and hence, does not have Debenture Trustee.

The Registers of Directors and Key Managerial Personnel and their shareholding of the Demerged Company and the Resulting Company will be available for inspection at the Registered Office of the Demerged Company between 11.00 a.m. to 3.00 p.m. on any working day up to the date of the Meeting, for which purpose Shareholders are required to send an e-mail to the Company Secretary & Head – Legal at [email protected].

8. Effect of the Scheme on the stakeholders

The effect of the Scheme on various stakeholders is summarised below:

(a) Shareholders, KMPs, Promoter and Non-Promoter Shareholders

The effects of the Scheme on the Shareholders, KMPs, Promoter and Non-Promoter Shareholders of the Demerged Company and the Resulting Company are mentioned in the Reports adopted by the respective Board of Directors of the said companies at their Meetings held on September 29, 2023, pursuant to the provisions of Section 232(2)(c) of the Act. The said Reports are enclosed as Annexure IV and V respectively .

(b) Directors

(i) The Scheme will have no effect on the office of the existing Directors of the Demerged Company and the Resulting Company. Further, no change in the Board of the Directors of the Demerged Company and the Resulting Company is envisaged on account of the Scheme.
(ii) It is clarified that the composition of the Board of Directors of the Demerged Company and the Resulting Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations, other applicable laws, and the Memorandum and Articles of Association of these companies but the Scheme itself does not affect the office of Directors of such companies.
(iii) The effect of the Scheme on the Directors of the Demerged Company and the Resulting Company in their capacity as shareholders of the said companies is the same as in case of other shareholders of the said companies, as mentioned in the aforesaid Reports enclosed as Annexure IV and V respectively .

(c) Employees

(i) On the Scheme becoming effective, all the Transferring Employees (as defined in the Scheme) shall be deemed to have become employees of the Resulting Company with effect from the Appointed Date, without any interruption in service, on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company, as provided in Clause 9 of the Scheme.
(ii) The Scheme will have no effect on the existing employees, if any, of the Resulting Company.

(d) Creditors

(i) The demerger of the Demerged Undertaking from the Demerged Company into the Resulting Company will not adversely impact the rights and interests of the creditors of the Demerged Company and the Resulting Company.

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(ii) The creditors of the Demerged Company not forming part of the Demerged Undertaking shall continue to be the creditors of the Demerged Company and shall be paid in the ordinary course of business by the Demerged Company.
(iii) The creditors of the Demerged Company relating to the Demerged Undertaking will cease to be creditors of the Demerged Company and become creditors of the Resulting Company on the same terms and conditions, as before, and shall be paid in the ordinary course of business by the Resulting Company.
(iv) The effect of the Scheme on creditors is further detailed in paragraph 10(c) below.
(e) Debenture holders, Debenture Trustees, Depositors and Deposit Trustees

The Demerged Company and the Resulting Company have neither issued any debentures nor taken any public deposits. Hence, there are no debenture holders, debenture trustees, depositors and deposit trustees.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

9. No investigation proceedings

There are no investigation proceedings pending under Sections 210 to 227 of the Act against the Demerged Company and / or the Resulting Company.

10. Amounts due to creditors

(a) The respective amounts due to Secured Creditors are as follows:

Sl. No.	Company	Amount (in INR)	As on
1.	Demerged Company	1,46,01,62,016/-	March 01, 2024
2.	Resulting Company	Nil	March 31, 2024

(b) The respective amounts due to Unsecured Creditors are as follows:

Sl. No.	Company	Amount (in INR)	As on
1.	Demerged Company	1,46,82,78,413/-	March 01, 2024
2.	Resulting Company	1,38,306/-	March 31, 2024

(c) The Scheme embodies the arrangement between the Demerged Company and the Resulting Company and their respective shareholders and creditors. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Demerged Company and the Resulting Company. The Tribunal has therefore dispensed with the meetings of the unsecured creditors of the Demerged Company and the Resulting Company to consider the Scheme, since there is no compromise or arrangement with them and their rights are not affected by the Scheme in any manner.
(d) The Scheme does not involve any debt restructuring and hence, the requirement to disclose details of debt restructuring is not applicable.

11. Summary of Share Entitlement Ratio Report and Fairness Opinion

(a) The Share Entitlement Ratio in consideration for the demerger has been fixed on a fair and reasonable basis, based on the Share Entitlement Ratio Report dated September 29, 2023 issued by Mr. Vikram Kumar Singh, Registered Valuer under IBBI (SFA), Regn. No. – IBBI/RV/06/2019/11320, which is enclosed as Annexure VI .

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(b) Saffron Capital Advisors Private Limited, an independent SEBI Registered Merchant Banker (SEBI Registration No. INM000011211) in their Fairness Opinion dated September 29, 2023, has also opined that the Share Entitlement Ratio is fair and reasonable from a financial point of view to the Shareholders of the Demerged Company. The said Fairness Opinion is enclosed as Annexure VII .
(c) The Share Entitlement Ratio has accordingly been recommended as follows:

“ 1 (One) equity share of the face value of INR 10/- each fully paid-up of the Resulting Company shall be issued and allotted for every 1 (One) equity share of face value INR 10/- each fully paid up held by equity shareholders of the Demerged Company.” (“ Share Entitlement Ratio ”)

(d) The Audit Committee of the Demerged Company at its Meeting held on September 29, 2023 has recommended the Scheme, including the Share Entitlement Ratio, after taking into consideration, inter alia, the aforesaid Report and Opinion. The Independent Directors Committee of the Demerged Company at its Meeting held on September 29, 2023 has also recommended the Scheme.

12. Shareholding pattern and Capital Structure of the Demerged Company and the Resulting Company

(a) There will be no change in the pre-arrangement and post-arrangement shareholding pattern of the Demerged Company as on June 21, 2024.

The pre-arrangement and post-arrangement shareholding pattern* of the Resulting Company as on June 21, 2024 shall be as follows:

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Pre - Arrangement shareholding pattern as on June 21, 2024

Category	No. of shares	%
Promoter	10,000	100%
Public	NIL	NIL
Total	10,000	100%

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Post - Arrangement shareholding pattern as on June 21, 2024*

Category	No. of shares	%
Promoter	1,09,95,167	60.09%
Public	73,03,215	39.91%
Total	1,82,98,382	100%

*Post shareholding may vary depending on the actual shareholding as on the record date.

The detailed pre and post-arrangement shareholding pattern of the Demerged and the Resulting Company as on June 21, 2024, are enclosed as Annexure VIII.

(b) The pre-arrangement capital structure of the Demerged Company and the Resulting Company is given in paragraphs 3(I)(f) and 3(II)(f) respectively.

Upon this Scheme becoming effective, with effect from the Appointed Date, the authorised share capital of the Demerged Company in terms of its Memorandum of Association and Articles of Association shall stand reduced by 2,00,00,000 equity shares of INR 10/- each which shall be transferred to and form part of the authorised share capital of the Resulting Company.

The post-arrangement capital structure of the Resulting Company (based on the shareholding pattern of the Demerged Company as on June 21, 2024) will be as follows:

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Particulars	Amount (in INR)
Authorised Share Capital
2,01,50,000 Equity Shares of INR 10/- each	20,15,00,000/-
Issued, Subscribed and Paid-up Share Capital
1,82,98,382 Equity Shares of INR 10/- each fully paid up$	18,29,83,820/-

$ Post shareholding may vary depending on the actual shareholding as on the record date.

13. Auditors’ Certificates of conformity of accounting treatment in the Scheme with the Accounting Standards

The respective Statutory Auditors of the Demerged Company and the Resulting Company have confirmed that the accounting treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act.

14. No-objection of the Stock Exchanges

The Demerged Company had filed the Scheme with NSE and BSE in terms of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (‘SEBI Master Circular’) for their approval. Apart from the same, the Demerged Company had also submitted the Report of its Audit Committee on the Scheme and various other documents to the Stock Exchanges, and also displayed the same on its website in terms of the SEBI Master Circular and addressed all queries on the said documents.

Further, the Demerged Company did not receive any complaint relating to the Scheme and ‘Nil’ Complaint Reports were filed by the Demerged Company with the BSE and NSE in terms of the SEBI Master Circular, copies of which are enclosed as Annexure IX and X respectively.

BSE and NSE by their respective Observation Letters dated April 30, 2024 have given their noobjection to the Scheme. Copies of the said Observation Letters issued by BSE and NSE to the Demerged Company are enclosed as Annexure XI and XII respectively.

Further documents and information, as advised by the Stock Exchanges, are also provided as under:

(a) Annexure XIII: Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Demerged Company, its Promoters and Directors.
(b) Annexure XIV: Information pertaining to the Resulting Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022.

(c) Annexure XV:

i. Details of assets, liabilities, net worth and revenue of the companies involved, pre and post Scheme (as submitted to the Stock Exchanges).
ii. Impact of Scheme on revenue generating capacity of the Demerged Company.
iii. Need and Rationale of the Scheme, Synergies of business of the companies involved in the Scheme, Impact of the Scheme on the shareholders and cost benefit analysis of the Scheme (as submitted to the Stock Exchanges).

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iv. Value of assets and liabilities of the Demerged Company that are being transferred to the Resulting Company (as submitted to the Stock Exchanges).
(d) Annexure XVI: Information submitted to NSE and SEBI, as Annexure Y to the application dated October 19, 2023.
(e) Annexure XVII: Information submitted against query 10 raised by the Exchange on the BSE Listing Portal on October 30, 2023.

15. Approvals and intimations in relation to the Scheme

(a) The details of approvals and no objections required for the proposed arrangement are mentioned in Clause 25 of the Scheme. The Stock Exchanges have since given their noobjection to the Scheme as mentioned in the preceding paragraph. Further, all shareholders of the Resulting Company have given their consent to the Scheme, and therefore, the Tribunal has dispensed with the meeting of the shareholders of the Resulting Company. The companies are in the process of obtaining other approvals and no objections from regulatory and / or government authorities, as required.
(b) The Scheme, if approved at this Meeting, will be subject to subsequent sanction of the Tribunal and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.
(c) The Demerged Company and the Resulting Company confirm that they have filed the Scheme with the Registrar of Companies, West Bengal. Further, the Demerged Company confirms that the Notice of the Scheme in the prescribed form is also being served on all the Authorities in terms of the Tribunal Order dated June 18, 2024.

16. Inspection of Documents

In addition to the documents annexed hereto, copies of the following documents will be available for inspection through electronic mode on the Company’s corporate website at https://www.khadims.com/demerger-distribution-business and also at the Registered Office of the Company between 11.00 a.m. to 3.00 p.m. on any working day up to the date of the Meeting, for which purpose Shareholders are required to send an e-mail to the Company Secretary & Head – Legal at [email protected].

(a) Copy of the Scheme of Arrangement between Khadim India Limited and KSR Footwear Limited and their respective shareholders and creditors;
(b) Order dated June 18, 2024 passed by the Tribunal in Company Application (CAA) No. 120/KB/2024;
(c) Memorandum and Articles of Association of the Demerged Company and the Resulting Company;
(d) Audited Standalone and Consolidated Financial Results of the Demerged Company for the quarter and year ended March 31, 2024;
(e) Audited Financial Statements of the Resulting Company for the period ended March 31, 2024;
(f) Certificates from the respective Statutory Auditors of the Demerged Company and the Resulting Company confirming that the accounting treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
(g) Reports of the Audit Committee and the Independent Directors Committee of the Demerged Company dated September 29, 2023 recommending the Scheme;
(h) Share Entitlement Ratio Report dated September 29, 2023 issued by Mr. Vikram Kumar Singh, Registered Valuer under IBBI (SFA), Regn. No. – IBBI/RV/06/2019/11320;

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(i) Fairness Opinion dated September 29, 2023 issued by Saffron Capital Advisors Private Limited, an independent SEBI Registered Merchant Banker, SEBI Registration No. INM000011211;
(j) Information submitted to NSE and SEBI, as Annexure Y to the application, dated October 19, 2023;
(k) Information submitted against query 10 raised by the Exchange on the BSE Listing Portal on October 30, 2023;
(l) Net worth certificate of the Demerged Company as on June 30, 2023, both pre and post Scheme;
(m) Information pertaining to the Resulting Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 along with Certificate issued by Saffron Capital Advisors Private Limited, SEBI Registered Merchant Banker, certifying the accuracy and adequacy of disclosures made therein.
(n) All other documents displayed on the Demerged Company’s website in terms of the SEBI Circular.

Shareholders can also obtain extract(s) from or copy(ies) of the documents listed above.

Based on the above, and considering the rationale and benefits, in the opinion of the Board of Directors, the Scheme will be of advantage to, beneficial and in the best interests of the companies and their respective shareholders, creditors, employees and other stakeholders, and the terms thereof are fair and reasonable. The Board of Directors of the Demerged Company recommends the Scheme for the approval of its Shareholders.

Sd/- Advocate Madhuja Barman Chairperson appointed by The Tribunal for the Meeting

Kolkata, July 08, 2024

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Exhibit B

INSTRUCTIONS FOR ATTENDING THE MEETING THROUGH VC / OAVM

Shareholders will be provided with a facility to attend this Meeting through VC / OAVM through the NSDL e-Voting system. Shareholders may access the same by following the instructions mentioned in Exhibit C to this Notice. After successful login, you can see “VC / OAVM link” placed under “Join Meeting” menu against the Company name. You are requested to click on VC / OAVM link placed under “Join Meeting” menu. The link for VC / OAVM will be available in Shareholder / Member login where the EVEN of the Company will be displayed. Please note that the Shareholders who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush.
Shareholders who need assistance before or during the Meeting, can contact Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected] or call 022 - 4886 7000.
Shareholders under the category of Institutional Investors are encouraged to attend the Meeting and also vote through remote e-Voting or e-Voting during the Meeting.
Shareholders are encouraged to join the Meeting through Laptops for better experience.
Further, Shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video / camera along with good internet speed.

Exhibit C

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A. INSTRUCTIONS FOR REMOTE E-VOTING:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically and join the Meeting on NSDL e-Voting system

Details on Step 1 are mentioned below:

- a) Login method for e Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode

In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Type of
Login Method
shareholders
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Individual
Shareholders
holding
securities
in
demat
mode
with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on a
mobile. On the e-Services home page click on the “Beneficial Owner”
icon under“Login”which is available under ‘IDeAS’ section, this will
prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services
under Value added services. Click on“Access to e-Voting”under e-
Voting services and you will be able to see e-Voting page. Click on
Company name ore-Voting service provider i.e., NSDLand you will
be re-directed to e-Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during
the meeting.
2. If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com. Select“Register Online for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder / Member’ section. A new screen will open. You will have
to enter your User ID (i.e., your sixteen digit demat account number
held with NSDL), Password / OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click on
Company name ore-Voting service provider i.e., NSDLand you will
be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during
the meeting.

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Type of
Login Method
shareholders
4. Shareholders / Members can also download NSDL Mobile App “ NSDL
Speede ” facility by scanning the QR code mentioned below for
seamless voting experience.
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login
Shareholders through their existing user id and password. Option will be made
holding available to reach e-Voting page without any further authentication.
securities in The users to login Easi /Easiest are requested to visit CDSL website
demat mode www.cdslindia.com and click on login icon & New System Myeasi
with CDSL Tab and then use your existing Myeasi username & password.
2. After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the e-voting is in
progress as per the information provided by company. On clicking
the e-voting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the
meeting. Additionally, there are also links provided to access the
system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3. If the user is not registered for Easi / Easiest, option to register is
available at CDSL website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from e-Voting link available
on www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in
the Demat Account. After successful authentication, user will be
able to see the e-Voting option where the e-Voting is in progress and
also able to directly access the system of all e-Voting Service
Providers.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL / CDSL for
(holding e-Voting facility. Upon logging in, you will be able to see e-Voting option.
securities in Click on e-Voting option, you will be redirected to NSDL / CDSL
demat mode) Depository site after successful authentication, wherein you can see
login through e-Voting feature. Click on the Company name or e-Voting service provider
their depository i.e., NSDL and you will be redirected to e-Voting website of NSDL for
participants casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
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Important note: Shareholders/Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL

Logintype	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Shareholders facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Shareholders facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800 22 55 33

b) Login Method for e-Voting and joining virtual meeting for Shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.
A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

Your User ID details are given below:

Sl. No.	Manner of holding shares i.e., Demat (NSDL or CDSL) or Physical	Your User ID is:
a.	For Members/Shareholders who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID. For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b.	For Members/Shareholders who hold shares in demat account with CDSL	16 Digit Beneficiary ID. For example, if your Beneficiary ID is 12 then your user ID is 12
c.	For Members/Shareholders holding shares in Physical Form, if any	EVEN Number followed by Folio Number registered with the Company. For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for Shareholders other than Individual Shareholders are given below:

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a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- i. If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
ii. If your email ID is not registered, please follow steps mentioned under “ Instructions for Shareholders whose e-mail ids are not registered / updated ”.
1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details / Password? ” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Click on “ Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number / folio number, your PAN, your name, your registered address etc.
d) Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is mentioned below:

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and the Meeting is in active status.
Select “EVEN” of the Company to cast your vote during the remote e-Voting period and casting your vote during the Meeting. For joining virtual meeting, you need to click on “VC / OAVM” link placed under “Join Meeting”.
Now you are ready for e-Voting as the voting page opens.
Cast your vote by selecting appropriate options i.e., assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.

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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
B. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING ON THE DAY OF THE MEETING:
The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.
Only those Shareholders who will be present in the Meeting through VC / OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

C. GENERAL GUIDELINES FOR SHAREHOLDERS

Institutional Shareholders (i.e., other than individuals, HUF, NRI etc.) are required to send a scanned copy (PDF / JPG Format) of the relevant Board Resolution / Power of Attorney / Authority Letter etc. with attested specimen signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scruntizer by e-mail to [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/Password? ” or “ Physical User Reset Password? ” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the “Frequently Asked Questions (FAQs) for Shareholders” and “e-voting user manual for Shareholders” available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected].
The voting rights of the Shareholder shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e., Wednesday, July 24, 2024.
A person whose name appears in the Register of Members or in the Register of Beneficial owners maintained by the Depositories as on the cut-off date i.e., Wednesday, July 24, 2024 only shall be entitled to avail the facility of remote e-Voting as well as voting at the Meeting through electronic means. A person who is not a member as on the cut-off date, i.e., Wednesday, July 24, 2024 should treat this Notice for information purpose only.
Any person holding shares in physical form or non-individual shareholders, who acquires shares of the Company and become a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date i.e., Wednesday, July 24, 2024 may obtain the login User Id and password / PIN by sending a request to NSDL at [email protected] or RTA at [email protected]. However, if you are already registered with NSDL for remote e-Voting then you can use your existing User ID and password / PIN for casting your vote. If you forgot your password, you can reset your password by using “ Forgot User Details / Password ” or “ Physical User Reset Password ” option available on www.evoting.nsdl.com or call on 022 - 4886 7000.

In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a member of the Company after sending of the Notice and holding

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shares as of the cut-off date i.e., Wednesday, July 24, 2024 may follow steps mentioned above under Step 1: “Access to NSDL e-Voting system”.

In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Instructions for Shareholders whose e-mail ids are not registered / updated:

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Physical Send a request to the Company at [email protected] or to the
Holding Company’s RTA at [email protected] by providing Folio No., Name
of the Shareholder, scanned copy of the share certificate (front and back), PAN
(self-attested scanned copy), AADHAAR (self-attested scanned copy) for
registering / updating the e-mail address.
Demat Please contact your Depository Participant (DP) and register / update your
Holding e-mail address as per the process advised by your DP. The DP ID - Client ID (16
Digit DP ID + Client ID or 16 Digit Beneficiary ID), Name of the Shareholder,
client master or copy of consolidated account statement, PAN (self-attested
scanned copy), AADHAAR (self-attested scanned copy) shall be required for the
aforesaid purpose.
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Alternatively, Shareholder / Member may send an e-mail request to [email protected] for obtaining User Id and Password by providing the above-mentioned documents.

Annexure B

Annexure I

Annexure II

Annexure III

100

101

Annexure IV

102

103

104

105

106

107

Annexure V

108

109

110

111

Annexure C1 Annexure VI

112

113

114

115

116

117

118

119

Annexure E

Annexure VII

120

121

122

123

124

Annexure VIII

- Shareholding Pattern of the Demerged Company and the Resulting Company (pre and post arrangement) as on June 21, 2024

The table below illustrates the Pre and post Arrangement shareholding pattern as on June 21, 2024 for Khadim India Limited (“KIL” or “Demerged Company”) and KSR Footwear Limited (“KFL” or “Resulting Company”) as on June 21, 2024. There will be no change in the shareholding pattern of the Demerged Company consequent to the Scheme.

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Demerged Company Resulting Company
Sl. Pre Arrangement & Post
No. Arrangement Pre Arrangement Post Arrangement
Description
No. of No. of
No. of shares % % %
shares shares
(A) Shareholding of Promoter and Promoter Group
1 Indian
Individuals / Hindu Undivided
(a) 17,21,938 9.41 - - 17,21,938 9.41
Family
Central Government / State
(b) Government(s) - - - - - -
(d) Financial Institutions / Banks - - - - - -
(e) Any Others - - - - - -
i. Bodies Corporate 92,73,229 50.68 10,000 [#] 100.00 92,73,229 50.68
Sub Total (A)(1) 1,09,95,167 60.09 10,000 100.00 1,09,95,167 60.09
2 Foreign
Individuals (Non-Residents
(a) Individuals / Foreign Individuals) - - - - - -
(b) Bodies Corporate - - - - - -
(c) Institutions - - - - - -
(d) Any Others - - - - - -
Sub Total (A)(2) 0 0.00 0 0.00 0 0.00
Total Shareholding of Promoter
and Promoter Group 1,09,95,167 60.09 10,000 100.00 1,09,95,167 60.09
(A) = (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds / UTI 6,50,000 3.55 - - 6,50,000 3.55
(b) Financial Institutions / Banks - - - - - -
Central Government / State
(c) Government(s) - - - - - -
(d) Venture Capital Funds - - - - - -
(e) Insurance Companies - - - - - -
(f) Foreign Institutional Investors - - - - - -
(g) Foreign Venture Capital Investors - - - - - -
(h) Any Other - - -
i. Alternate Investment Funds 5,88,870 3.22 - - 5,88,870 3.22
ii. Foreign Portfolio Investors 9,691 0.05 - - 9,691 0.05
Category I
Sub-Total (B)(1) 12,48,561 6.82 0.00 0.00 12,48,561 6.82
2 Non-institutions
(a) Bodies Corporate 3,29,269 1.80 - - 3,29,269 1.80
(b) Individuals
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125

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Individual shareholders holding
i. nominal share capital up to 28,14,242 15.38 - - 28,14,242 15.38
₹ 2 lakh
Individual shareholders holding
ii. nominal share capital in excess 18,69,810 10.22 - - 18,69,810 10.22
of ₹ 2 lakh
(c) Any Other - -
i. Key Managerial Personnel 37,000 0.20 - - 37,000 0.20
ii. Non-Resident Indians (NRIs) 2,12,119 1.16 - - 2,12,119 1.16
iii. Trust 10 0.00 - - 10 0.00
Body Corp-Ltd Liability
iv.
Partnership 6,409 0.04 - - 6,409 0.04
v. Hindu Undivided Family 7,84,744 4.28 - - 7,84,744 4.28
vi. Clearing Member 1,051 0.01 - - 1,051 0.01
Sub-Total (B)(2) 60,54,654 33.09 0 0.00 60,54,654 33.09
Total Public Shareholding
(B) (B)= (B)(1)+(B)(2) 73,03,215 39.91 0 0.00 73,03,215 39.91
TOTAL (A)+(B) 1,82,98,382 100.00 10,000 100.00 1,82,98,382 100.00
Shares held by Custodians and
(C) against which DRs have been 0 0.00 0 0.00 0 0.00
issued
GRAND TOTAL (A)+(B)+(C) 1,82,98,382^ 100.00 10,000 100.00 1,82,98,382 100.00
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Notes:

*Post shareholding may vary depending on the actual shareholding as on the Record Date.

#Presently, the Resulting Company is the 100% Wholly-owned Subsidiary of the Demerged Company. However, as per the statutory requirement, there are 6 individual shareholders holding 1 equity share each as a Nominee Shareholders of the Demerged Company.

^ The Demerged Company had allotted 4,08,768 fully convertible equity share warrants (‘warrants’) on February 02, 2024 on a preferential basis.

Out of the 4,08,768 warrants, the Demerged Company has allotted equity shares in the following manner consequent to conversion of 3,28,768 warrants:

(i) 1,64,384 Equity shares of INR 10/- each on conversion of 1,64,384 warrants on March 22, 2024 to Mr. Siddhartha Roy Burman, one of the Promoters of the Company; and
(ii) 1,64,384 Equity shares of INR 10/- each on conversion of 1,64,384 warrants on May 29, 2024 to Girish Gulati (HUF), Non-Promoter Entity. However, these 1,64,384 Equity Shares will be credited to the Allottee’s account post obtaining listing approval from the stock exchanges.

126

Annexure IX

127

128

Annexure X

129

130

Annexure XI

131

132

133

134

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Ref: NSE/LIST/38097

April 30, 2024

The Company Secretary Khadim India Limited 7[th] Floor, Tower C, DLF IT Park, 08 Major Arterial Road, Block AF, New Town (Rajarhat), Kolkata- 700156

Kind Attn.: Mr. Abhijit Dan

Dear Sir,

Sub: Observation Letter for draft scheme of arrangement between Khadim India Limited ("Demerged Company" Or "KIL") and KSR Footwear Limited ("Resulting Company" or "KFL") and their respective shareholders and creditors pursuant to the provisions of sections 230 to 232 and section 66 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

We are in receipt for draft scheme of arrangement between Khadim India Limited ("Demerged Company" Or "KIL") and KSR Footwear Limited ("Resulting Company" or "KFL") and their respective shareholders and creditors pursuant to the provisions of sections 230 to 232 and section 66 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder vide application dated October 25, 2023.

Based on our letter reference no. NSE/LIST/38097 dated March 11, 2024, submitted to SEBI pursuant to SEBI Master Circular dated June 20, 2023 read with Regulation 37 and 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), SEBI vide its letter dated April 30, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b) Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

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Non-Confidential 135

Continuation Sheet

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c) The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
d) The Company shall ensure that information pertaining to all the Unlisted Companies involved, if any, in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
e) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
f) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.
g) Both the Companies shall disclose the following as a part of the explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013:
(i) Details of assets, liabilities, net worth and revenue of the companies involved, pre and post scheme.
(ii) Impact of scheme on revenue generating capacity of Demerged Company.
(iii) Need and Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.
(iv) Value of assets and liabilities of Demerged Company that are being transferred to Resulting Company
h) The Company shall ensure that applicable additional information submitted to Stock Exchanges and SEBI, as Annexure Y dated October 19, 2023 shall form part of disclosures to the shareholders.
i) The Company shall ensure that the shall mandatorily be in demat form only.
j) complying with the relevant clauses mentioned in the scheme document.
k) The Company shall ensure that no changes to the draft scheme shall be made without specific written consent of SEBI, except those mandated by the regulators/authorities/ tribunals.
l) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

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Non-Confidential 136

Continuation Sheet

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m)The Company shall ensure that all the applicable provisions under the Companies Act, 2013 and the rules and regulations thereunder are complied, including obtaining the consent from the creditors for the proposed scheme.
n) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

with other applicable statutory requirements. However, the listing of shares of KSR Footwear Limited is at the discretion of the Exchange.

The listing of KSR Footwear Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about KSR Footwear Limited and its group companies in line with the disclosure requirements applicable for public issues with for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the Resulting Company, its promoters, its management

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Non-Confidential 137

Continuation Sheet

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To publish an advertisement in the newspapers containing all the information about KSR Footwear Limited in line with the details required as per SEBI Master Circular dated June 20, 2023. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
To disclose all the material information about KSR Footwear Limited to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:
a)
b)

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However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

April 30, 2024, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Prakash Kelkar Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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Non-Confidential 138

Annexure XIII

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DETAILS OF ONGOING ADJUDICATION AND RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST THE DEMERGED COMPANY, ITS PROMOTERS AND DIRECTORS

Mafag Reflexa AG, Casa Everz GmbH and Iatric Industries Pvt. Ltd. filed a Title Suit in July, 2023 before the Commercial Court of South 24 Parganas at Alipore, Kolkata for an alleged violation of a patented foot base of Footwear. Although the suit has been valued at ₹ 600 Million, no basis for the same has been given by the opposite party and the Company has sufficient grounds to defend the litigation successfully.
Although the below litigation is primarily initiated by the Company, for the purpose of better disclosure, completeness of information and being material litigation, we have included the details of the same:

In relation to a tender for supply of school shoes and uniform floated by Samagra Shiksha Abhiyan Authority (SSAA), Punjab through Director General School Education-cum-State Project Director (DG-School), an amount of INR 320.00 Million (approx.) to be received by the company in relation to supply of shoes and uniform was withheld and Performance Bank Guarantee of INR15 Million and INR 3.5 Million was forfeited via an order dated August 28, 2020.

Aggrieved, the Company took legal recourse and entered into an arbitration before the Arbitral Panel. In June 2022, the Arbitral Panel passed an Arbitral Award in favour of the Company whereby the Company was entitled to get INR 319.69 Million along with interest @ 9% p.a. and refund of Performance Bank Guarantee forfeited with interest @ 4.5% p.a. plus proportionate cost of arbitration.

However, in 2022, SSAA, Punjab through DG School filed an appeal before the District Court at Mohali against the said Arbitral Award. The Learned District Court vide its order pronounced in August, 2023 had set aside the Arbitral Award. Aggrieved by the order of District Court, the Company has filed an appeal before the Hon’ble High Court of Punjab, Chandigarh, in October, 2023 and the matter is since pending before the High Court.

139

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Details of proceedings relating to direct and indirect taxes pertaining to the Demerged Company are as follows:

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----- Start of picture text -----

Nature of case Number of cases Amount involved
(INR in Million)
Direct taxes
Proceedings initiated by KIL 0 NIL
Proceedings initiated against KIL 1 0.44
Total 0.44
Indirect taxes
Proceedings initiated by KIL 0 NIL
Proceedings initiated against KIL 4 12.75
Total 12.75
----- End of picture text -----*

*To the extent ascertainable.

There are no pending litigations against the Demerged Company’s Promoters and Directors that would have an adverse impact on the proposed Scheme of Arrangement or its implementation.

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Annexure XIV

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Saffron Capital Advisors Private Limited

605, Sixth Floor, Centre Point, Andheri Kurla Road J.B. Nagar, Andheri (East), Mumbai - 400059 Tel.: +91-22-49730394| Fax: NA Email: [email protected] Website: www.saffronadvisor.com CIN No.: U67120MH2007PTC166711

Date: July 06, 2024

To,

The Board of Directors, The Board of Directors, Khadim India Limited KSR Footwear Limited 7th Floor, Tower C, DLF IT Park, Flat No. 4A, 4th Floor, 08 Major Arterial Road, Kalyani Complex, Block-AF, New Town (Rajarhat), P-22, Block-A, Bangur Avenue, Kolkata – 700156, West Bengal North 24 Parganas -700055, West Bengal, India India

Dear Sir / Madam,

Sub: Due Diligence Certificate on the adequacy and accuracy of the Disclosure Document comprising of applicable information pertaining to the Resulting Company in the format specified for Disclosure Document as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR") read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“ SEBI Master Circular ”) and SEBI Circular No SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 (“Disclosure Document”)

This is with reference to our engagement with the Demerged Company for, inter alia, certifying the accuracy and adequacy of the Disclosure Document to be sent to the shareholders of the Demerged Company pursuant to SEBI Master Circular in the matter of proposed Scheme of arrangement (“ Scheme ”) between Khadim India Limited (“ Demerged Company ” or “ KIL ”) and KSR Footwear Limited (“ Resulting Company ” or “ KFL ”) and their respective shareholders pursuant to Sections 230 – 232 of the Companies Act, 2013 read with section 66 and rules framed thereunder and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2(19AA) and other relevant provisions of the Income Tax Act, 1961, as applicable .

We have been provided with the Disclosure Document dated July 05, 2024, prepared by the Resulting Company. The Disclosure Document will be circulated to the Equity Shareholders of the Demerged Company as part of the explanatory statement to the notice of the NCLT convened meeting of equity Shareholders at the time of seeking their approval to the Scheme.

Based on the information, undertakings, certificates, confirmations and documents provided to us by the Resulting Company, we hereby confirm that the disclosures made in the Disclosure Document are true, fair and adequate to enable the investors to make a well informed decision as to the proposed Scheme and such disclosures are in accordance with the requirements of the Companies Act, 2013, SEBI Master Circular, SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022, SEBI ICDR and other applicable provisions / legal requirements.

SEBI Registration No: INM000011211 152

Continuation Sheet

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The above confirmation is based on the information furnished and explanations provided to us by the management of the Resulting Company, assuming the same is complete and accurate in all material aspects. We have relied upon financials, information and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not constitute an audit of financial information and accordingly we are unable to and do not express an opinion on the fairness of any such financial information referred to in the Disclosure Document. This certificate is based on the information as at July 05, 2024. This certificate is a specific purpose certificate issued in terms of the SEBI Master Circular and hence, it should not be used for any other purpose or transaction. The certificate is not, nor should it be construed to be, a certification of compliance of the Scheme with the provisions of the applicable Law including company, taxation and securities markets related laws or as regards to any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

We express no opinion whatsoever and make no recommendation at all as to the Demerged Company’s and the Resulting Company’s underlying decision to effect the Scheme or as to how the holders of equity shares are secured or how the equity shareholders of the Demerged Company should vote at their meeting held in connection with the proposed Scheme.

We do not express and should not be deemed to have expressed any views on any other terms of the Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the financial performance of the Resulting Company following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in Demerged Company or any of its related parties (holding company/ subsidiaries/ associates etc.)

For Saffron Capital Advisors Private Limited

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Amit Wagle Associate Director Equity Capital Markets

CIN No.: U67120MH2007PTC166711 SEBI Registration No: INM000011211 Website: www.saffronadvisor.com Email: [email protected] 153

Annexure Y1 Annexure XV(a)

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AI assistant

Khadim India Limited — Proxy Solicitation & Information Statement 2024

62359_rns_2024-07-10_aedcfdca-2e4f-4f9d-b80a-385cd42f45c2.pdf

For Khadim India Limited

ABHIJIT DAN

KHADIM INDIA LIMITED

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH COMPANY APPLICATION (CAA) NO. 120/KB/2024

And

And

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS

To The Equity Shareholders of Khadim India Limited

NOTES:

xii. Procedure for attending the Meeting through VC / OAVM:

xiii. Voting through electronic means:

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

And

And

In the matter of:

And

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Meeting to consider the Scheme of Arrangement

2. Rationale and Benefits of the Scheme

3. Background of the companies

I. Particulars of the Demerged Company:

II. Particulars of the Resulting Company:

4. Salient features of the Scheme

5. Relationship subsisting between Parties to the Scheme

6. Board approvals

(a) Khadim India Limited (‘Demerged Company’):

(b) KSR Footwear Limited (‘Resulting Company’):

8. Effect of the Scheme on the stakeholders

(a) Shareholders, KMPs, Promoter and Non-Promoter Shareholders

(b) Directors

(c) Employees

(d) Creditors

9. No investigation proceedings

10. Amounts due to creditors

11. Summary of Share Entitlement Ratio Report and Fairness Opinion

12. Shareholding pattern and Capital Structure of the Demerged Company and the Resulting Company

13. Auditors’ Certificates of conformity of accounting treatment in the Scheme with the Accounting Standards

14. No-objection of the Stock Exchanges

(c) Annexure XV:

15. Approvals and intimations in relation to the Scheme

16. Inspection of Documents

Exhibit B

INSTRUCTIONS FOR ATTENDING THE MEETING THROUGH VC / OAVM

A. INSTRUCTIONS FOR REMOTE E-VOTING:

Details on Step 1 are mentioned below:

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL

Details on Step 2 is mentioned below:

C. GENERAL GUIDELINES FOR SHAREHOLDERS

Instructions for Shareholders whose e-mail ids are not registered / updated:

- Shareholding Pattern of the Demerged Company and the Resulting Company (pre and post arrangement) as on June 21, 2024

Notes:

Kind Attn.: Mr. Abhijit Dan

DETAILS OF ONGOING ADJUDICATION AND RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST THE DEMERGED COMPANY, ITS PROMOTERS AND DIRECTORS

Saffron Capital Advisors Private Limited

Date: July 06, 2024

For Saffron Capital Advisors Private Limited

Annexure-Y3

More from Khadim India Limited

Khadim India Limited Proxy Solicitation & Information Statement 2024