Miven Machine Tools Ltd. - M&A Activity 2023

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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 Email: [email protected] Website: www.saffronadvisor.com CIN No.: U67120MH2007PTC166711

November 07, 2023

To, Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001

Script Code: 522036

Dear Sir/Madam,

Sub: Open Offer by Katta Sundeep Reddy (“Acquirer 1”) and Sahil Arora (“Acquirer 2”) (Acquirer 1 and Acquirer 2 collectively referred to as “Acquirers”) to acquire up to 7,50,900 (Seven Lakhs Fifty Thousand and Nine Hundred) Equity shares of face value of ₹ 10/- each for cash at a price of ₹ 17.08/- (Rupees Seventeen and Eight paise only) per Equity Share aggregating up to ₹ 1,28,25,372/- (Rupees One crore Twenty-Eight Lakhs Twenty-Five Thousand Three Hundred and Seventy Two only), to the Public shareholders of Miven Machine Tools Limited (“Target Company”) pursuant to and in compliance with the requirements of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) (“Open Offer”).

We have been appointed as ‘Manager’ to the captioned Open Offer by the Acquirers in terms of regulation 12(1) of the Takeover Regulations. In this regard, pursuant to regulation 14(4) of the Takeover Regulations we are enclosing the following for your kind reference and records:-

A soft copy of Letter of Offer dated November 6, 2023 ( “LOF” ).

In case of any clarification required, please contact the person as mentioned below:

Contact Person	Designation	Contact Number	E-mail Id

Vipin Gupta	Manager	+91 22 49730394	[email protected]
Pooja Jain	Assistant Company Secretary & Compliance Officer		[email protected]

For Saffron Capital Advisors Private Limited

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Vipin Gupta Manager

Equity Capital Markets

Encl: a/a

Registered Office: H-130, Bhoomi Green, Raheja Estate, Kulupwadi, Borivali (East), Mumbai-400 066/ SEBI Registration No: INM000011211

LETTER OF OFFER (“LOF”) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is being sent to you as public shareholder(s) ( defined below ) of Miven Machine Tools Limited (“ Target Company ”). If you require any clarifications about the action to be taken, you may consult your stockbroker or an investment consultant or the Manager to the Offer ( defined below ) or the Registrar to the Offer ( defined below ). In the event you have recently sold your Equity Shares (defined below ) in the Target Company, please hand over the Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement to the purchaser of the Equity Shares or the member of the stock exchange through whom the said sale was effected. OPEN OFFER (“OFFER”) BY Katta Sundeep Reddy (“Acquirer 1”) having Residential Address at : Plot no 83/A, Road No. 12, Banjara Hills, Khairatabad, Hyderabad – 500034, Telangana, India; Tel: +91 7799075678; Email: [email protected]; and Sahil Arora (“Acquirer 2”) having Residential Address at: A-3/1, 1st Floor, DLF City Phase I, Chakarpur, Gurgaon – 122002, Haryana, India; Tel: +91 9910555555; Email: [email protected]; (“ Acquirer 1” and “ Acquirer 2” hereinafter collectively referred to as “ Acquirers ”) To the Eligible Shareholder(s) of MIVEN MACHINE TOOLS LIMITED (“ Target Company”) Registered Office: C/o. Miven Mayfran Conveyors Private Limited, Sirur’s Compound, Karwar Road, Hubli – 580024, Karnataka, India. Tel. No.: +91 836-2212201; Fax: N.A; Email: [email protected] Website: www.mivenmachinetools.com Corporate Identification Number: L29220KA1985PLC007036

to acquire up to 7,50,900 (Seven Lakhs Fifty Thousand and Nine Hundred) Equity Shares of face value of ₹ 10/- each (“ Offer Shares ”) representing 25% (Twenty-Five per cent) of the total voting share capital of the Target Company on a fully diluted basis, as of the 10 (tenth) working day from the closure of the tendering period of the Open Offer, for cash at a price of ₹ 17.08/- (Rupees Seventeen and Eight Paise only) per equity share (“ Offer Price ”). _ As per Regulation 7 of the SEBI (SAST) Regulations, the Offer Size, for the Open Offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, should be for at least 26% of the total voting share capital of the Target Company. However, the Offer Size is restricted to 7,50,900 Equity Shares, being the Equity Shares held by the Public Shareholders, representing 25% of the total voting share capital of the Target Company._

Please Note:

This Offer is being made by the Acquirers pursuant to Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“ SEBI (SAST) Regulations ”).
This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19 of SEBI (SAST) Regulations. 3. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
There has been no competing offer as on the date of this Letter of Offer.
To the best of the knowledge of the Acquirers, as on the date of this Letter of Offer, there are no statutory approvals required for the purpose of implementing this Offer. If any statutory approvals become applicable prior to the completion of the Offer, the Offer would also be subject to receipt of such statutory approvals.
If there is any upward revision in the Offer Price and/or Offer Size by the Acquirers, at any time prior to the commencement of the last 1 (one) working day before the commencement of the Tendering Period i.e., Thursday, November 16, 2023, the same would be informed by way of a public announcement in the same newspapers where the original Detailed Public Statement was published. Such revision in the Offer Price would be payable by the Acquirers for all the Offer Shares validly tendered anytime during the Tendering Period of the Offer. If the Offer is withdrawn pursuant to Regulation 23 of SEBI (SAST) Regulations, the same would be communicated within 2 (two) working days by an announcement in the same newspapers in which the Detailed Public Statement was published.
A copy of the Public Announcement ( “PA” ), the Detailed Public Statement ( “DPS” ) are available on the website of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in, and copy of the Draft Letter of Offer ( “DLOF” ) and Letter of Offer ( “LOF” ) (including the Form of Acceptance cum acknowledgement) will also be available on the website of SEBI at www.sebi.gov.in.

All future correspondence, if any, should be addressed to the Manager to the Offer/ Registrar to the Offer at the address mentioned below:

MANAGER TO THEOFFER		REGISTRAR TO THEOFFER

Saffron Capital Advisors Private Limited		Skyline Financial Services Private Limited
605, Sixth Floor, Centre Point, J.B. Nagar,		D-153 A, 1st Floor, Okhla Industrial Area, Phase-I,
Andheri (East), Mumbai - 400 059, Maharashtra, India;		New Delhi - 110020, Maharashtra, India.
Tel. No.:+91 22 49730394;		Tel. No.:011-40450193-97;
Fax No.:NA;		Fax No.: NA;
Email id: [email protected];		Email id: [email protected]
Website: www.saffronadvisor.com;		Website: www.skylinerta.com
Investor grievance id: [email protected];		Investor grievance id:[email protected];
SEBI Registration No.:INM 000011211;		SEBI Registration No.:INR000003241;
Validity:Permanent		Validity: Permanent
Contact Person:Pooja Jain / Vipin Gupta		Contact Person:AnujRana
OFFEROPENS ON: Monday,November 20,2023		OFFER CLOSES ON:Monday,December 04,2023

SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER

Sr.	Activity1.	Original Schedule (Day and Date)	Revised Schedule
No			(Day and Date)
1	Public Announcement (PA).	Thursday, September 07,2023	Thursday, September 07, 2023
2	Publication of DPS in the Newspapers.	Thursday, September 14,2023	Thursday, September 14, 2023
3	Last date for filing of Draft Letter of Offer with SEBI.	Friday, September 22, 2023	Friday, September 22, 2023
4	Last date for public announcement of CompetingOffer(s)#	Tuesday, October 10, 2023	Tuesday, October 10, 2023
5	Last date for receipt of comments from SEBI on the Draft Letter of Offer will be received (in the event SEBI has not sought clarifications or additional information from the Manager to the Offer).	Tuesday, October 17, 2023	Wednesday, November 01, 2023**
6	Identified Date*	Friday, October 20, 2023	Friday, November 03, 2023
7	Last date by which the Letter of Offer to be dispatched to the Public Shareholders whose name appears on the register of members on the Identified Date.	Friday, October 27, 2023	Friday, November 10, 2023
8	Last date for upward revision of the Offer Price and/or Offer Size.	Wednesday, November 01,2023	Thursday, November 16, 2023
9	Last date by which the committee of the Independent Directors of the Target Company is required to publish its recommendation to the Public Shareholders for Offer in the Newspapers.	Wednesday, November 01, 2023	Thursday, November 16, 2023
10	Date of publication of Open Offer opening Public Announcement in the newspapers in which the DPS has been published.	Thursday, November 02, 2023	Friday, November 17, 2023
11	Date of commencement of the Tendering Period(“Offer Opening Date”).	Friday, November 03, 2023	Monday, November 20, 2023
12	Date of closure of the Tendering Period (“Offer Closing Date”).	Friday, November 17, 2023	Monday, December 04, 2023
13	Last date of communicating the rejection/acceptance and completion of payment of consideration or return of Equity Shares to the Public Shareholders of the Target Company.	Monday, December 04, 2023	Monday, December 18, 2023
14	Last date for publication of post Open Offer public announcement in the newspapers in which the DPS has been published.	Monday, December 11, 2023	Tuesday, December 26, 2023

* Identified Date is only for the purpose of determining the Equity Shareholders of the Target Company as on such date to whom the Letter of Offer would be sent by email. It is clarified that all the equity shareholders holding Equity Shares of the Target Company (registered or unregistered) (except the Acquirers and Promoter and Promoter group of the Target Company) are eligible to participate in this Offer any time before the closure of this Offer.

**Actual date of receipt of SEBI Observation Letter on DLOF.

#There is no competing offer to this offer.

Note: Where last dates are mentioned for certain activities, such activities may take place on or before the respective last dates.

Miven Machine Tools Limited - Open Offer | Letter of Offer

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RISK FACTORS

I. RISK FACTORS RELATING TO THE TRANSACTION

As of the date of this Letter of Offer, to the best of the knowledge of the Acquirers, there are no statutory approvals required by the Acquirers to complete this Offer. However, in case of any such statutory approvals becomes applicable to the Acquirers at a later date before the expiry of the tendering period, this Offer shall be subject to such approvals and the Acquirers shall make the necessary applications for such statutory approvals. As per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied, that non-receipt of such approvals was not attributable to any wilful default, failure or neglect on the part of the Acquirers to diligently pursue such approvals, grant an extension of time for the purpose of completion of this Offer, subject to the Acquirers agreeing to pay interest to the public shareholders for delay beyond 10th working day from the date of closure of tendering period, at such rate as may be specified by SEBI. Where the statutory or regulatory approvals extend to some but not all the public shareholders, the Acquirers shall have the option to make payment of the consideration to such public shareholders in respect of whom no statutory or regulatory approvals are required in order to complete this Offer in respect of such public shareholders. Further, if any delay occurs on account of wilful default by the Acquirers in obtaining the requisite approvals, Regulation 17(9) of the SEBI (SAST) Regulations will also become applicable and the amount lying in the Escrow Account shall become liable for forfeiture.
In terms of and in accordance with Regulation 23(1) of the SEBI (SAST) Regulations, if the conditions precedent and other conditions as stated in paragraph VIII (B) are not satisfactorily complied with for reasons beyond the control of the Acquirers, the Open Offer would stand withdrawn. The Acquirers reserve the right to withdraw the Offer in accordance with Regulation 23(1)(a) of the SEBI (SAST) Regulations in the event the requisite statutory approvals that may be necessary at a later date are refused.
If at a later date, any other statutory or regulatory or other approvals / no objections are required, the Open Offer would become subject to receipt of such other statutory or regulatory or other approvals / no objections.

II. RISKS RELATING TO THE OPEN OFFER

This Offer is subject to the provisions of SEBI (SAST) Regulations, 2011, and in case of noncompliance by the Acquirers with any of the provisions of the SEBI (SAST) Regulations, 2011, the Acquirers shall not act upon the acquisition of equity shares under the Offer.
This Offer is a mandatory open offer to acquire up to 25%* of total voting share capital of the Target Company from the Public Shareholders. In the case of oversubscription in this Offer, as per the SEBI (SAST) Regulations, acceptance of the Equity Shares would be determined on a proportionate basis, and hence there is no certainty that all the Equity Shares tendered by the Public Shareholders in this Offer will be accepted.
*As per Regulation 7 of SEBI (SAST) Regulations, the Offer size, for the Open Offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, should be for at least 26% of the total voting share capital of the Target Company. However, the Offer size is restricted to 7,50,900 Equity Shares, being the Equity Shares held by the Public Shareholders, representing 25% of the total voting share capital of the Target Company.
In the event that either: (a) regulatory or statutory approvals are not received in time, (b) there is any litigation leading to a stay/injunction on the Offer or that restricts/restrains the Acquirers from performing their obligations hereunder, or (c) SEBI instructing the Acquirers not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the eligible shareholders whose equity shares are accepted under the Offer as well as the return of equity shares not accepted under the Offer by the Acquirers may get delayed. In case the delay is due to non-receipt of statutory approval(s), then in accordance with Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that non-receipt of approvals was not due to any wilful default or negligence on the part of the Acquirers, grant an extension for the purpose of completion of the Offer subject to the Acquirers agreeing to pay interest to the validly tendering shareholders.
Equity Shares once tendered in the Open Offer cannot be withdrawn by the Public Shareholders, even in the event of a delay in the acceptance of Equity Shares under the Open Offer and/or the payment of consideration. A lien shall be marked against the Equity Shares tendered in the Offer by the Public Shareholders until the completion of the formalities of this Offer and the Public Shareholders who have tendered their Equity Shares will not be able to trade in such Equity Shares during such period, even if the acceptance of the Equity Shares in this Offer and/ or

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payment of consideration are delayed. During such period, there may be fluctuations in the market price of the Equity Shares of the Target Company that may adversely impact the Public Shareholders who have tendered their Equity Shares in this Open Offer. Neither the Acquirers nor the Manager to the Offer make any assurance with respect to the market price of the Equity Shares and disclaim any responsibility with respect to any decision by any Public Shareholder on whether or not to participate in the Offer. It is understood that the Public Shareholders will be solely responsible for their decisions regarding participation in this Open Offer.

The Acquirers and the Manager to the Offer accept no responsibility for the statements made otherwise than in the Public Announcement, Detailed Public Statement, Draft Letter of Offer, Letter of Offer or in the pre and post offer advertisements or any material issued by or at the instance of the Acquirers or the Manager to the Offer in relation to the Offer and anyone placing reliance on any other source of information (not released by the Acquirers or the Manager to the Offer) would be doing so at his/her/their own risk.
Public shareholders should note that the shareholders who tender the Equity Shares in acceptance of the Offer shall not be entitled to withdraw such acceptances during the tendering period even if the acceptance of the Equity Shares in this Offer and dispatch of consideration are delayed.
This Letter of Offer has not been filed, registered, or approved in any jurisdiction outside India. Recipients of this Letter of Offer resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the Acquirers or the Manager to the Offer to any new or additional registration requirements. This is not an offer for sale, or a solicitation of an offer to buy, in the United States of America and cannot be accepted by any means or instrumentality from within the United States of America.
The Public Shareholders are advised to consult the stockbroker, investment consultants, and legal, financial, tax, or other advisors and consultants of their choosing, for assessing further risks with respect to their participation in the Offer and related transfer of Equity Shares of the Target Company to the Acquirers. The Acquirers or the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this LOF, and all shareholders should independently consult their respective tax advisors.
This Offer is subject to completion risks as would be applicable to similar transactions.
III. RISKS RELATING TO ACQUIRERS
The Acquirers makes no assurance with respect to the continuation of the past trend in the financial performance of the Target Company and makes no assurance with respect to the future performance of the Target Company.
The Acquirers cannot provide any assurance with respect to the market price of the Equity Shares of the Target Company before, during or after the Offer and the Acquirers expressly disclaim any responsibility or obligation of any kind (except as required by applicable law) with respect to any decision by any eligible shareholder on whether to participate or not to participate in the Offer.
Pursuant to completion of this Open Offer and the Underlying Transaction contemplated under the SPA, if the shareholding of the public shareholders in the Target Company falls below the minimum public shareholding requirement as per Rule 19A of the SCRR read with the Listing Regulations, the Acquirers will ensure that the Target Company satisfies the minimum public shareholding set out in Rule 19A of the SCRR in compliance with applicable laws, within the prescribed time, and in a manner acceptable to the Acquirers.

The risk factors set forth above are limited to the Offer and not intended to cover a complete analysis of all risks perceived in relation to the Offer or in association with the Acquirers but are only indicative and are not exhaustive. The risk factors do not relate to the present or future business or operations of the Target Company or any other related matters and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in the participation in the Offer by an eligible shareholder. The Public Shareholders are advised to consult their stockbroker, or tax advisor or investment consultant, if any, for further risks with respect to their participation in the Offer.

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INDEX


*Sr. No.*	*Description*	*Page No.*
I. KEY DEFINITIONS.............................................................................................................. 6 II. DISCLAIMER CLAUSE....................................................................................................... 8 III. DETAILS OF THE OFFER.................................................................................................. 9 IV. OBJECT OF THE ACQUISITION/ OFFER.................................................................... 12 V. BACKGROUND OF THE ACQUIRERS.......................................................................... 13 VI. BACKGROUND OF THE TARGET COMPANY........................................................... 16 VII. OFFER PRICE AND FINANCIAL ARRANGEMENTS................................................ 23 VIII. TERMS AND CONDITIONS OF THE OFFER............................................................... 26 IX. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER............ 28 X. DOCUMENTS FOR INSPECTION................................................................................... 43 XI. DECLARATION BY THE ACQUIRERS......................................................................... 44

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

Miven Machine Tools Limited - Open Offer | Letter of Offer

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I. KEY DEFINITIONS

Particulars	Details/Definition
*Acquirer 1*	Katta Sundeep Reddy residing at Plot no 83/A, Road No. 12, Banjara Hills, Khairatabad, Hyderabad – 500034, Telangana, India. K Sundeep Reddy had made an application before the Income Tax Department for change of his name to 'Katta Sundeep Reddy' in his PAN Card in order to align the same with his name mentioned in his Aadhaar card and passport. He has received a revised PAN card, wherein his name is appearing as 'Katta Sundeep Reddy'. In view of the same, the reference of his name shall be read as Katta Sundeep Reddy. The said name shall also be updated in the offer documents and other documents in relation to the Offer.

*Acquirer 2*	Sahil Arora, residing at A-3/1, 1st Floor, DLF City Phase I, Chakarpur,Gurgaon – 122002,Haryana,India.

*Acquirers*	Acquirer 1 and Acquirer 2 collectivelyreferred to as Acquirers.
*Board of Directors*	Board of Directors of the Target company
*BSE*	BSE Limited
*Buying Broker*	Stock-broker appointed by Acquirers for the purpose of this Open Offer i.e., KK Securities Limited

*Companies Act*	The Companies Act, 1956 and the Companies Act, 2013 (to the extent applicable) as amended, substituted, or replaced from time to time.

*Depositories*	NSDL and CDSL
*Designated Stock Exchange*	BSE Limited
*Detailed Public Statement/* *DPS*	Detailed Public Statement datedSeptember 13, 2023issued by the Manager to the Offer, on behalf of the Acquirers, in relation to the Offer and published in all editions of Financial Express (English), Jansatta (Hindi), Hosadigantha (Kannada) (Regional – Registered Office of Company) and Pratahkal (Marathi daily edition where Stock Exchange is situated) onSeptember 14, 2023, in accordance with the Regulations 3(1) and 4 read with Regulations 13(4), 14 and 15(2) and other applicable regulations of the SEBI (SAST) Regulations.

*DIN*	Director Identification Number
DP	Depository participant
*DLOF/ Draft Letter of Offer*	The Draft Letter of Offer datedSeptember 21, 2023.
*Eligible Shareholders / Public* *Shareholders*	shall mean all the public shareholders of the Target Company other than the Acquirers and the parties to the Share Purchase Agreement, in compliance with the provisions of Regulation 7(6) of the SEBI (SAST)Regulations.

*EPS*	Earnings Per Share calculated as profit after tax divided by number of equityshares issued.

*Equity Share(s)/ Share(s)*	The Equity Shares of the Target Company of face value of ₹ 10/- (Rupees Ten only)each of the Target Company.

*Equity Share Capital*	The Issued, Subscribed and Paid-up share capital of the Target Company as on the date of this Letter of Offer is ₹ 3,00,35,000/- (Rupees Three Crores and Thirty-Five Thousand only) comprising 30,03,500 (Thirty Lakhs Three Thousand and Five Hundred) Equity Shares of face value of ₹ 10/- each.

*Escrow Agreement*	Escrow Agreement datedSeptember 07, 2023entered between the Acquirers,Escrow Bank and Manager to the Offer.

*Escrow Bank / Escrow Agent*	ICICI Bank Limited
*FEMA*	The Foreign Exchange Management Act, 1999, as amended or modified from time to time

*FII(s)*	Foreign Institutional Investors registered with SEBI
*Identified Date*	Friday, November 03, 2023, i.e., the date falling on the 10th(tenth) working day prior to the commencement of the tendering period, for the purposes of determining the Public Shareholders to whom the Letter of Offer shall be sent

*Letter of Offer/ LOF*	This Letter of Offer datedNovember 06, 2023
*Manager to the Offer*	Saffron Capital Advisors Private Limited
*NRI*	Non-Resident Indians
*NSDL*	National Securities DepositoryLimited
*OCB*	Overseas Corporate Body, as defined under the Foreign Exchange Management(Deposit)Regulations,2000.

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Particulars	Details/Definition
*Offer/Open Offer*	Up to 7,50,900 (Seven Lakhs Fifty Thousand and Nine Hundred) Equity Share of face value of ₹ 10/- each representing 25% of total voting share capital of the Target Company at a price of ₹ 17.08/- (Rupees Seventeen and Eight Paise only) per Equity Share payable in cash. _ As per Regulation 7 of the SEBI (SAST) Regulations, the Offer Size, for the Open_ Offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, should be for at least 26% of the total voting share capital of the Target Company. However, the Offer Size is restricted to 7,50,900 Equity Shares, being the Equity Shares held by the Public Shareholders, representing 25% of the total voting share capital of the Target Company.

*Offer Consideration*	The maximum consideration payable under this Offer, assuming full acceptance, is ₹ 1,28,25,372/- (Rupees One Crore Twenty-Eight Lakhs Twenty-Five Thousand Three Hundred and Seventy-Two only).

*Offer Period*	The period between the date on which the PA i.e.,September 07, 2023was issued by the Acquirers and the date on which the payment of consideration to the Public Shareholders whose Equity Shares are validly accepted in this offer, is made, or the date on which this Offer is withdrawn,as the case maybe.

*Offer Price*	₹ 17.08/-(Rupees Seventeen and Eight Paise only) per EquityShare
*Offer Size / Offer Shares*	Up to 7,50,900 (Seven Lakhs Fifty Thousand and Nine Hundred) Equity Share of face value of ₹ 10/- each representing 25% of total votingshare capital of the Target Company.

*Public Announcement/PA*	Public Announcement of the Open Offer made by the Manager to the Offer on behalf of the Acquirers onSeptember 07, 2023in accordance with SEBI(SAST)Regulations.

*RBI*	Reserve Bank of India
*Registrar to the Offer*	Skyline Financial Services Private Limited
*RoC*	Registrar of Companies, 'E' Wing, 2nd Floor, Kendriya Sadana, Kormangala,Bangalore – 560034,Karnataka,India.

*SCRR*	Securities Contract(Regulations)Rules,1957,as amended
*SEBI*	Securities and Exchange Board of India
*SEBI Act*	Securities and Exchange Board of India Act,1992,as amended
*SEBI (SAST) Regulations,* *1997*	Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof

*SEBI (SAST) Regulations*	Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations, 2011 and subsequent amendments thereof.

*Sellers*	Shall mean N A Sirur (Hubli) Private Limited (“Seller 1”), Vikram Raghavesh Sirur(“Seller 2”)and Alka Vikram Sirur(“Seller 3”).

*Selling Broker*	Respective stockbrokers of all eligible shareholders who desire to tender their Shares under the Open Offer

*Stock Exchange*	BSE Limited
*SEBI LODR Regulations*	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subsequent amendment thereto.

*Share Purchase Agreement /* *SPA*	Share Purchase Agreement datedSeptember 07, 2023, executed between, the Acquirers and Sellers pursuant to which Acquirers has agreed to acquire 22,52,600 (Twenty-Two Lakhs Fifty-Two Thousand and Six Hundred) (“Sale Shares”) Equity Shares of the Target Company constituting 75% of the total voting share capital of the Target Company at a price of ₹ 5/- (Rupees Five only) per Equity Share of the Target Company aggregating to ₹ 1,12,63,000/- (Rupees One Crore Twelve Lakhs and Sixty-Three Thousand only)

*Target Company*	Miven Machine Tools Limitedhaving its registered office at C/o. Miven Mayfran Conveyors Private Limited, Sirur’s Compound, Karwar Road,Hubli – 580024,Karnataka,India.

*Tendering Period*	Monday, November 20, 2023 to Monday, December 04, 2023, both days inclusive

*Working Day*	has the same meaning as ascribed to it in the SEBI (SAST) Regulations.

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II. DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF MIVEN MACHINE TOOLS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE TARGET COMPANY WHOSE EQUITY SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, SAFFRON CAPITAL ADVISORS PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 21, 2023 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.”

Miven Machine Tools Limited - Open Offer | Letter of Offer

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III. DETAILS OF THE OFFER

A) Background of the Offer

This Open Offer is being made by the Acquirers to the Public Shareholders, pursuant to the SPA in accordance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations as a result of a direct substantial acquisition of Equity Shares and voting rights of the Target Company by the Acquirers.
On September 07, 2023, the Acquirers have entered the SPA with the Sellers to acquire 22,52,600 (Twenty-Two Lakhs Fifty-Two Thousand and Six Hundred ) ( “Sale Shares” ) Equity Shares representing 75% of total Equity Share Capital and Voting Capital of the Target Company, at a price of ₹ 5/- (Rupees Five only) per equity share of the Target Company aggregating to ₹ 1,12,63,000/(Rupees One Crore Twelve Lakhs and Sixty-Three Thousand only) payable in cash as below:

Salient features of the SPA:

Acquirers have agreed to purchase the Sale Shares and the Sellers have agreed to sell and transfer the Sale Shares in terms of the SPA;
The Sellers are the legal and beneficial owner of Equity Shares held by them.
The Sale Shares under the SPA are free and clear from all liens, claim, encumbrance, charge, mortgage and the like.
For some of the above terms more specifically defined in the SPA and other details of the SPA, Public Shareholders of the Target Company may refer to the SPA, which would be available to them for inspection during the Tendering Period at the Office of the Manager to the Offer.
The Committee of Independent Directors (“IDC”) of the Board of the Target Company, will come out with their recommendations for the Offer and the same shall be published in the newspapers where the Detailed Public Statement was published latest by Thursday, November 16, 2023.
The primary objective of the Acquirers for the above-mentioned acquisition is substantial acquisition of shares and voting rights in the Target Company and acquisition of management control of the Target Company. The acquirers are not planning to continue the business in the same line of activity. Further, the Acquirers may plan to change the business of the Target Company to Information Technology and Software development business and accordingly may make major changes in the main object clauses of the memorandum of associations of the Target Company after the completion of the open offer.
The Offer Price is payable in cash, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
This Offer is not made pursuant to any indirect acquisition, arrangement or agreement and is not a conditional offer.
The Offer is not a result of global acquisition resulting in indirect acquisition of Equity Shares of the Target Company or Open Market Purchase.
The Acquirers confirm that they are not prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act or under any other regulation made under the SEBI Act.
The Sellers shall cease to be the Promoter of Target Company and relinquish the management control of the Target Company in favor of the Acquirers.
As on the date of this Letter of Offer, Acquirers do not have any nominee directors or representatives on the board of directors of the Target Company.
The Acquirers may, subject to payment of consideration exercise the option of appointing directors prior to the completion of the Open Offer after the expiry of 21 (Twenty One) working days from the date of Details Public Statement and complete the acquisition of Sale Shares and control over the Target Company by depositing the Open Offer consideration.

Miven Machine Tools Limited - Open Offer | Letter of Offer

-9-

B) Details of the proposed Offer:
The Public Announcement announcing the Open offer, under Regulations 3(1) and 4 was made on September 07, 2023, to BSE and a copy thereof was also filed with SEBI and sent to the Target Company at its registered office on September 07, 2023.
The Acquirers have published the DPS on Thursday, September 14, 2023 which appeared in the following newspapers:

Sr. No.	Newspapers	Language	Editions

1	Financial Express	English	Nation wide
2	Jansatta	Hindi	Nation wide
3	Pratahkal	Marathi	Mumbai Edition where the recognized stock exchange is situated
4	Hosadigantha	Kannada	KarnatakaEdition - Registered Office of the Target Company

A copy of the DPS is also available on the SEBI’s website at: www.sebi.gov.in. Simultaneously, in accordance with the provisions of Regulation 14(4) of SEBI (SAST) Regulations, a copy of the DPS was sent/emailed through the Manager to the Offer to: (i) SEBI; (ii) BSE and (iii) the Registered office of the Target Company on Thursday, September 14, 2023 .

This Open Offer is being made by the Acquirers to all the Public shareholders of the Target Company to acquire up to 7,50,900 (Seven Lakhs Fifty Thousand and Nine Hundred) Equity Shares of the Target Company of face value of ₹ 10/- each (“Offer Shares”) representing 25% (Twenty-Five Per cent) of the total voting share capital of the Target Company, at a price of ₹ 17.08/- (Rupees Seventeen and Eight paise only) per share, aggregating to ₹ 1,28,25,372/- (Rupees One Crore Twenty-Eight Lakhs Twenty-Five Thousand Three Hundred and Seventy Two only) payable in cash.
The Acquirers have deposited the entire consideration payable to the public shareholders under this Offer in compliance with Regulation 22 of the SEBI (SAST) Regulations. Accordingly, the Acquirers intend to acquire the Sale Shares and obtain management control in the Target Company after expiry of 21 (Twenty-One) working days from the date of the DPS.
The Offer Price is payable in cash in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
All equity shares validly tendered in the Open Offer will be acquired by the Acquirers in accordance with the terms and conditions set forth in this Letter of Offer. In the event that the equity shares tendered in the Open Offer by the eligible shareholders are more than the offer size, the acquisition of equity shares from the eligible shareholders will be on a proportionate basis, as detailed in paragraph VIII of this Letter of Offer.
As on the date of this Letter of Offer, neither there are partly paid-up equity shares nor other instruments outstanding convertible into Equity Shares at a future date, in the Target Company.
This Offer is not conditional on any minimum level of acceptance and is not a competing offer in terms of Regulations 19 and 20 respectively of the SEBI (SAST) Regulations. Further, there is no competing offer as on the date of this Letter of Offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
The consideration for all shareholders offering the shares will be paid in cash at the same rate and hence there is no differential price for this Offer.
There are no conditions as stipulated in the SPA, the meeting of which would be outside the reasonable control of the Acquirers, and in view of which the Offer might be withdrawn under Regulation 23(1) of the SEBI (SAST) Regulations.
The equity shares of the Target Company will be acquired by the Acquirers under the Offer as fully paid up, free from all liens, charges, and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof.
As on the date of this Letter of Offer, to the best of the knowledge and belief of the Acquirers, there are no statutory or other approvals required to implement the Offer other than as indicated in

-10- Miven Machine Tools Limited - Open Offer | Letter of Offer

paragraph VIII B of this Letter of Offer. If any other statutory approvals are required or become applicable prior to completion of the Offer, the Offer would be subject to the receipt of such other statutory approvals. The Acquirers will not proceed with the Offer in the event such statutory approvals are refused in terms of Regulation 23 of the SEBI (SAST) Regulations. In the event of withdrawal, a public announcement will be made within 2 (two) working days of such withdrawal, in the same newspapers in which the DPS has been published and such public announcement will also be sent to SEBI, BSE and to the Target Company at its registered office.

The Manager to the Offer does not hold any equity shares in the Target Company as on the date of appointment as Manager to the Offer and as on the date of this Letter of Offer. The Manager to the Offer further declares and undertakes that it shall not deal in the equity shares of the Target Company during the period commencing from the date of its appointment as Manager to the Offer till the expiry of 15 days from the date of closure of this Open Offer.
To the extent the post offer holding of the Acquirers exceeds the maximum permissible non-public shareholding in terms of Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ SEBI LODR Regulations ”) read with Securities Contract (Regulation) Rules, 1957, and subsequent amendments thereto (“ SCRR ”), the Acquirers undertake to reduce their shareholding to the level stipulated in the SCRR within the time and in the manner specified in the SCRR and SEBI LODR Regulations.
If the Acquirers acquire equity shares of the Target Company during the period of 26 (Twenty-Six) weeks after the tendering period at a price higher than the Offer Price, then the Acquirers shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose Equity Shares have been accepted in the Offer within 60 (sixty) days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under another open offer under the SEBI (SAST) Regulations, or pursuant to Delisting Regulations, or open market purchases made in the ordinary course on the stock exchange, not being negotiated acquisition of shares of the Target Company in any form.
The Acquirers have not acquired any equity shares of the Target Company after the date of PA, i.e., September 07, 2023 and up to the date of this Letter of Offer i.e., November 06, 2023 .

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IV. OBJECT OF THE ACQUISITION/ OFFER

The primary objective of the Acquirers is substantial acquisition of shares and voting rights in the Target Company and acquisition of management control of the Target Company. The acquirers are not planning to continue the business in the same line of activity. Further, the Acquirers may plan to change the business of the Target Company to Information Technology Services and Solutions work i.e., Design, development and implementation of any type of software, various types of ERPs solutions for Government and Non-government entities. IT Consultancy and Advisory services, staffing services and accordingly may make major changes in the main object clauses of the memorandum of associations of the Target Company after the completion of the open offer.
The Acquirers do not have any plans to alienate any significant assets of the Target Company whether by way of sale, lease, encumbrance or otherwise for a period of 2 (Two) years except in the ordinary course of business. The Target Company’s future policy for disposal of its assets, if any, within 2 (Two) years from the completion of Offer will be decided by its Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders through special resolution passed by way of postal ballot in terms of Regulation 25(2) of SEBI (SAST) Regulations.

Miven Machine Tools Limited - Open Offer | Letter of Offer

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V. BACKGROUND OF THE ACQUIRERS

INFORMATION ABOUT THE ACQUIRER 1:

KATTA SUNDEEP REDDY

1.1 Acquirer 1, aged 43 years, s/o Late Chandra Sekhar Reddy, is residing at Plot no 83/A, Road No. 12, Banjara Hills, Khairatabad, Hyderabad – 500034, Telangana, India, Tel: +91 7799075678; Email id: [email protected].
1.2 Acquirer 1 has completed his Master of Business Administration from International Management Institute, Brussels on December 12, 2006.
1.3 Acquirer 1 has experience in managing and owning an IT company specializing in IAM (Identity and Access Management) and cybersecurity solutions.
1.4 The Net Worth of Acquirer 1 as on August 10, 2023 is ₹ 916.19 lakhs/- (Rupees Nine Hundred and Sixteen Lakhs and Nineteen Thousand Only) and the same is certified by CA. Satya Krishna Koduru, Chartered Accountant ( Membership No. 225181 ) partner of A.S.R.V. Prasad & Co. ( Firm registration No. 009983S ), having office at Plot no. 7, Street No.1, Czech Colony, Sanath Nagar, Hyderabad – 500018, India; Email id: [email protected], vide certificate dated August 10, 2023, bearing Unique Document Identification Number (UDIN) –23225181BGXMSR6020.
1.5 The details of the ventures promoted/controlled/managed by Acquirer 1 is given hereunder:

*Sr.* *No.*	*Name of the Entities*	*Nature of Interest*	*Percentage* *stake/holding*

1.	Smart Gen Software Solutions Private Limited	Director & Shareholder	50.00%
2.	Sangamam Power Private Limited	Shareholder	20.65%
3.	Veera Power & Infrastructures Pvt. Ltd.	Shareholder	0.14%
4.	IDNOR Technologies LLP	Designated Partner	90.00%

(Source: www.mca.com and representation letter dated November 06, 2023, by Acquirer 1).

1.6 Except as mentioned under 1.5 above, Acquirer 1 confirms that he does not hold directorships in any company, including a listed company.
1.7 Acquirer 1 hereby undertakes and confirms that the entities mentioned under 1.5 above are not participating or interested or acting in concert in this Open Offer.
1.8 Acquirer 1 does not hold any Equity Shares of the Target Company as on the date of this letter of offer. Therefore, the provisions of chapter V of the SEBI (SAST) Regulations are not applicable.
INFORMATION ABOUT THE ACQUIRER 2:

SAHIL ARORA

2.1 Acquirer 2, aged 27 years, s/o Late Parvinder Arora, is residing at A-3/1, 1st Floor, DLF City Phase I, Chakarpur, Gurgaon – 122002, Haryana, India, Tel: +91 – 99105 55555; Email id: [email protected].
2.2 Acquirer 2 has completed his Bachelor of Business Administration from Amity University, Uttar Pradesh.
2.3 Acquirer 2 has formed partnership firm M/s. Consider Done in the year 2018 which is into the digital and PR agency. _ Acquirer 2 has retired from this partnership firm w.e.f. October 06, 2023, as per the revised partnership deed._
2.4 The Net Worth of Acquirer 2 as on August 02, 2023 is ₹ 459.82 lakhs/- (Rupees Four Hundred and Fifty Nine Lakhs and Eighty Two Thousand Only) and the same is certified by CA. Shubhi Khandelwal, Chartered Accountant ( Membership No. 548733 ), proprietor of Shubhi Khandelwal & Associates ( Firm registration No. 032789N ), having office at C-3/3181, Vasant Kunj, New Delhi - 110070; Email id: [email protected], vide certificate dated August 05, 2023, bearing Unique Document Identification Number (UDIN) –23548733BGZIPK1358.

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2.5 The details of the ventures promoted/controlled/managed by Acquirer 2 is given hereunder:

*Sr.* *No.*	*Name of the Entities*	*Nature of Interest*	*Percentage* *stake/holding*

1.	Aunik Paper And PrintingPrivate Limited	Director & Shareholder	50.00%
2.	K and K Exports Private Limited	Director & Shareholder	0.18%
3.	Aunik IT Solutions Private Limited	Shareholder	0.33%

(Source: www.mca.com and representation letter dated November 06, 2023 by Acquirer 2).

2.6 Except as mentioned under 2.5 above, Acquirer 2 confirms that he does not hold directorships in any company, including a listed company.
2.7 Acquirer 2 hereby undertakes and confirms that the entities mentioned under 2.5 above are not participating or interested or acting in concert in this Open Offer.
2.8 Acquirer 2 does not hold any equity shares of the Target Company as on the date of this Letter of Offer. Therefore, the provisions of chapter V of the SEBI (SAST) Regulations are not applicable.

3. Declarations and Undertakings by the Acquirers:

Each of the Acquirers has individually undertaken, warranted, and declared that:

3.1 Acquirers do not belong to any group.
3.2 Acquirer 1 is not related to Acquirer 2.
3.3 Acquirers confirm that they have not been prohibited by SEBI from dealing in securities, in terms of the provisions of Section 11B of the SEBI Act, 1992, as amended (“ SEBI Act ”) or under any other Regulations made under the SEBI Act. Further, the Acquirers confirms that there are no directions subsisting or proceedings pending against them under SEBI Act, 1992 and regulations made there under, also by any other Regulator against the Acquirers and no such statutory approval pending in relation to this Offer as on date of this LOF.
3.4 Acquirers confirms that they are not categorized as a “wilful defaulter” in terms of Regulation 2(1) (ze) of the SEBI (SAST) Regulations. Acquirers further confirm that the other companies in which they are Promoter and/or Director, are not appearing in the wilful defaulter’s list of the Reserve Bank of India.
3.5 Acquirers confirm that they are not declared as a “fugitive economic offender” under Section 12 of the Fugitive Economic Offenders Act, 2018.
3.6 Acquirers confirms that that there are no pending litigations pertaining to the securities market where he is made party to as on the date of this Letter of Offer.
3.7 Acquirers undertake not to sell the Equity Shares of the Target Company held by them during the Offer Period in terms of Regulation 25(4) of the SEBI (SAST) Regulations, 2011.
3.8 Acquirers confirm that they do not have any representatives on the Board of Directors of the Target Company as on date of this Letter of Offer.

4. Details of Equity Shareholding of the Acquirers in the Target Company:

Details	Acquirer 1		Acquirer 2
	Total Number of Equity Shares and % of the total voting share capital^		Total Number of Equity Shares and % of the total voting share capital ^
Shareholdingas on the PA date	NIL		NIL
Equity Shares proposed to be acquired through SPA	11,26,300 (37.50%)		11,26,300 (37.50%)
Equity Shares acquired between the PA date and the DPS date	NIL		NIL
Equity Shares proposed to be acquired in the Offer	3,75,450 (12.50%)	3,75,450 (12.50%)

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Details	Acquirer 1		Acquirer 2
	Total Number of Equity Shares and % of the total voting share capital^		Total Number of Equity Shares and % of the total voting share capital ^
Post Offer Shareholding, as of 10th working day after closing of Tendering Period (assuming full acceptance under the Open Offer)	15,01,750 (50.00%)	15,01,750 (50.00%)

^ calculated on the total voting share capital of Target Company.

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VI. BACKGROUND OF THE TARGET COMPANY

(The disclosures mentioned under this section have been sourced from information published by the Target Company or provided by the Target Company or publicly available sources)

The Target Company is a public limited company that was incorporated under the provisions of the Companies Act, 1956, under the name and style of ‘Kirloskar Warner Swasey Limited’ vide Certificate of Incorporation bearing registration No. “7036” dated July 19, 1985 issued by Registrar of Companies, Karnataka, Bangalore. The name of the Target Company was changed to ‘Giddings & Lewis India Limited’ vide fresh certificate of incorporation dated July 23, 1999 issued by Registrar of Companies, Karnataka, Bangalore. Subsequently, the name of the Target Company was further changed to ‘Miven Machine Tools Limited’ vide fresh certificate of incorporation dated July 26, 2002, issued by Registrar of Companies, Karnataka, Bangalore. There have been no changes in the name of the Target Company in the last 3 (three) years.
The Registered Office of the Target Company is located at C/o. Miven Mayfran Conveyors Private Limited, Sirur’s Compound, Karwar Road, Hubli – 580024, Karnataka, India. Email : [email protected], Website : www.mivenmachinetools.com. The Corporate Identification Number of the Target Company is L29220KA1985PLC007036.
The Equity Shares of Target Company are presently listed only on BSE ( Scrip Code: 522036 and Scrip id: MIVENMACH ). The ISIN of Equity Shares of the Target Company is INE338P01014. As on the date of this LOF, the shares of the Target Company are trading under Enhanced Surveillance Measure ( ESM ): Stage 2. (Source: www.bseindia.com )
There are no equity shares of the Target Company that are issued, allotted, but not listed on the stock exchange.
The Target Company is engaged in the business of manufacturing of CNC horizontal turning lathes of 6 inches and above & also certain ancillary machines. The company caters to the special needs of certain sectors of capital goods industry. The Company has dedicated customers from the Railways, Defence, Aerospace, Heavy Engineering, Valves and Pumps for the Petrochemical Industry and the like. The life of these machines, manufactured by the company, are long lasting and hence the customers do not usually approach for replacement of the same type of machine repeat their orders for these machines.
The Authorized Share Capital of the Target Company is ₹ 5,00,00,000 (Rupees Five Crores only) comprising of 50,00,000 (Fifty Lakhs) Equity Shares of face value of ₹ 10/- (Rupees Ten only) each. The Issued, Subscribed, and paid-up share capital of the Target Company is ₹ 3,00,35,000 (Rupees Three Crores and Thirty-Five Thousand only) comprising 30,03,500 (Thirty Lakhs Three Thousand and Five Hundred) Equity Shares of face value of ₹ 10/- (Rupees Ten only) each.
There are no other instruments outstanding convertible into Equity Shares at a future date.
No merger / demerger / spin off have taken place in the Target Company during the last 3 (three) years.
The Target Company has confirmed that neither the Company nor its promoter are categorized as wilful defaulter or fugitive economic offender.
The Equity Shares of the Target Company are frequently traded on BSE within the meaning of explanation provided in Regulation 2(1)(j) of the SEBI (SAST) Regulations . (Source: www.bseindia.com) .
The share capital structure of the Target Company as of the date of this letter of offer is:

Issued and Paid-up Equity Share of the Target Company	No. of Equity Shares/voting rights	% of Equity Shares/voting rights
Fully paid-upEquityShares	30,03,500	100.00%
Partly paid-upEquityShares	Nil	Nil
Totalpaid-upEquityShares	30,03,500	100.00%
Total VotingRights in Target Company	30,03,500	100.00%

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As on the date of this Letter of Offer, the composition of the Board of Directors of the Target Company is as follows:

Name of the Director	Whether Executive/ Independent	Residential Address	DIN	Date of Appointment/ Re-appointment


Vikram Raghavesh Sirur	Managing Director	19, Lamington Road, Opp H D M C Office, Hubli, Dharwad – 580020, Karnataka,India	00312980	15.10.1998
Alka Vikram Sirur	Executive Director	19, Lamington Road, Opp Corporation Office, Hubli, Dharwad – 580020, Karnataka,India	06717649	09.05.2019
Nandan Marutirao Balwalli	Independent Director	96 Shreyas, Shree Nagar, Unkal, Hubli Eng College, Dharwad – 580031, Karnataka,India	08039333	18.01.2018
Anand Bindurao Kamalapur	Independent Director	Chandrika, Station Road, Malamadd, Dharwad – 580007,Karnataka,India	00474775	25.05.2018

(Source: www.mca.gov.in)

The Target Company confirms that no directions subsisting or proceedings pending against it under SEBI Act, 1992 and regulations made there under, also by any other Regulator and no penalties are levied by SEBI/RBI against the Target Company and no such statutory approval pending in relation to this Offer as on date of this LOF.
The Target Company confirms that there is no such transaction happened which requires to file report under Regulation 10 (7) of SEBI (SAST) Regulation, 2011 in the last 8 years.
The Acquirers do not have any representatives on the Board of Directors of the Target Company as on the date of this Letter of Offer. In accordance with Regulation 24(1) of the SEBI (SAST) Regulations, the Acquirers may make changes to the current board of directors of the Target Company by appointing either themselves and/or their nominees to represent them.
The key financial details of the Target Company based on its audited financial statements for the financial years ended March 31, 2023, March 31, 2022, and March 31, 2021, and are as follow:

(₹ in Lakhs)	(₹ in Lakhs)	(₹ in Lakhs)	(₹ in Lakhs)
Profit & Loss Statement
	For the year ended March 31
Particulars
	2023	2022	2021

Revenue from Operations	102.40	248.66	50.99
Other Income	90.91	3.41	8.67
Total Income	193.31	252.07	59.66
Total Expenditure(excludingDepreciation,Interest and Tax)	177.19	338.05	130.76
Profit Before Depreciation, Interest and Tax	16.12	(85.98)	(71.10)
Depreciation and amortization expense	4.80	8.23	8.87
Finance Cost	35.65	54.58	53.31
Profit/(Loss) before Exceptional items and Tax	(24.34)	(148.79)	(133.28)
Exceptional Items	762.41	-	-
Profit/(Loss) Before Tax	738.07	(148.79)	(133.28)
Current Tax	-	-	-
Deferred Tax	-	-	-
Profit After Tax	738.07	(148.79)	(133.28)

Note:

For the FY 2022-23, the exceptional items of Rs. 762.36 lakhs consists of the following as given below:

1) Writing off the loans taken by the Company from related parties

( ₹ in Lakhs )

(	(	(	(	(
Sr. No.	Name of Party	Principal Amount	Accrued Interest	Total Amoumt
1	Ruris Tecnal Extraction Systems Private Limited	99.06	110.98	210.04

	-17- Miven Machine Tools Limited-**Open Offer	Letter of Offer**

2	N A Sirur (Hubli) Private Limited	93.59	100.52	194.11
3	Vikram Sirur	267.36	0	267.36
Total		460.00	211.50	671.50

2) Writing off of provisions pertaining to previous financial years and other vendor balances which are outstanding for more than 3 years and which are no more’ considered necessary.

(₹ in Lakhs)

*outstanding for more than 3 years and which are no more’ considered necessary.*	*outstanding for more than 3 years and which are no more’ considered necessary.*	*outstanding for more than 3 years and which are no more’ considered necessary.*
			_(₹ in Lakhs) _
Sr. No.	Particulars	Total Amount
1	Provisions Written Off	21.93 67.81 1.18 90.86
2	Unclaimed credit balances written off
3	Unclaimed debit balance ofparties
Total

			(₹ in Lakhs)
Balance Sheet Statement
		As at March 31
Particulars
	2023	2022	2021

Sources of Funds
Paid upshare capital	300.35	300.35	300.35
Reserves and Surplus	(762.92)	(1,503.82)	(1,355.03)
Net worth	(462.57)	(1,203.47)	(1,054.68)
Non-current liabilities
Borrowings	223.95	642.19	595.62
Deferred Tax Liabilities(Net)	-	-	-
Provisions	8.40	29.49	35.21
Total non-current liabilities	232.35	671.68	630.83
Current Liabilities
Tradepayables	140.95	213.61	234.34
Other Financial liabilities	120.38	321.75	295.44
Provisions	0.64	-	-
Other current Liabilities	176.35	250.35	240.41
Total current liabilities	438.31	785.71	770.20
Total Equity and Liabilities	208.09	253.92	346.35

Use of Funds
Non-current assets
Property,Plant and Equipment	2.31	7.11	17.09
Investments	0.50	0.50	0.50
Other Financial assets	17.63	14.11	16.17
Deferred Tax assets(Net)	-	-	-
Total Non-current assets	20.44	21.72	33.76
Current Assets
Inventories	130.78	116.77	207.04
Trade receivables	3.78	38.73	17.25
Cash and cash equivalents	24.53	63.74	72.63
Other financial assets	0.17	0.84	0.32
Other Current assets	28.40	12.12	15.35
Total current assets	187.66	232.20	312.59
Total Assets	208.09	253.92	346.35

Other Financial Data	Other Financial Data	Other Financial Data	Other Financial Data
Particulars	For the year ended March 31
	2023	2022	2021
Dividend(%)	-	-	-
Earnings Per Share(₹) (Basic & Diluted)	24.67	(4.95)	(4.31)
Return on Net worth(%)	(159.56)%	12.36%	12.64%
Book Valueper share(₹)	(15.40)	(40.07)	(35.12)

Note:

The key financial information for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 have been extracted from Target Company’s annual reports for financial years 2022-23, 2021-22 and 2020-21 respectively.

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The Limited reviewed financial statements for the quarter ended June 30, 2023, is provided below:

(₹ in Lakhs)

Profit & Loss Statement
Particulars	Quarter ended June 30, 2023
Revenue from Operations	7.68
Other Income	0.31
Total Income	7.99
Total Expenditure(excludingDepreciation,Interest and Tax)	22.60
Profit Before Depreciation, Interest and Tax	(14.61)
Depreciation and amortization expense	0.35
Finance Cost	2.81
Profit/(Loss) before Exceptional items and Tax	(17.77)
Exceptional Items	-
Profit/(Loss) Before Tax	(17.77)
Current Tax	-
Deferred Tax	-
Profit After Tax	(17.77)

The Shareholding pattern of Target Company, as on date of Letter of Offer is as follows:

	Number of Equity Shares of the Target Company	Percentage of Equity Share Capital (%)
Shareholders Category

Promoter	22,52,600	75.00%
Public	7,50,900	25.00%
Total	30,03,500	100.00%

Pre and Post Offer Shareholding Pattern of the Target Company as on date Letter of Offer is and shall be as follows:

Shareholders Category	Shareholding & voting rights prior to the agreement and Open Offer	Shareholding & voting rights prior to the agreement and Open Offer	Equity Shares/ voting rights agreed to be acquired which has triggered the SEBI (SAST) Regulations	Equity Shares/ voting rights agreed to be acquired which has triggered the SEBI (SAST) Regulations	Equity Shares/ voting rights to be acquired in Open Offer (Assuming full acceptances)	Equity Shares/ voting rights to be acquired in Open Offer (Assuming full acceptances)	Shareholding / voting rights after the acquisition and Open Offer (Assuming full acceptances)	Shareholding / voting rights after the acquisition and Open Offer (Assuming full acceptances)



	(A)		(B)		(C)		(D)= (A) + (B) + (C)
	No.	%	No.	%	No.	%	No.	%
(1) Promoter and Promoter Group
a. Parties to the SPA:	22,52,600	75%	(22,52,600)	(75%)	-	-	-	-
b. Promoters other than (a) above, excludingAcquirers	-	-	-	-	-	-	-	-
Total 1 (a+b)	22,52,600	75%	(22,52,600)	(75%)	-	-	-	-
(2) Acquirers
a. Katta Sundeep Reddy	-	-	11,26,300	37.50%	3,75,450	12.50%	15,01,750	50%
b. Sahil Arora	-	-	11,26,300	37.50%	3,75,450	12.50%	15,01,750	50%
Total 2 (a+b)			22,52,600	75%	7,50,900	25%	30,03,500	100%
(3) Parties to SPA other than (1& 2)	-	-	-	-	-	-	-	-
(4) Public (other than Parties to SPAand Acquirers
a. FIs/MFs/FIIs/ Banks,SFIs	-	-	-	-	-	-	-	-
b. Public (other thanFIs/MFs/F IIs/Banks, SFIs)	7,50,900	25.00%	-	-	(7,50,900)	25.00%	-	-
Total 4 (a+b)	7,50,900	25.00%			(7,50,900)	25.00%	-	-
Grand Total (1+2+3+4)	30,03,500	100%	-	-	-	-	30,03,500	100%
Notes:

-19- Miven Machine Tools Limited - Open Offer | Letter of Offer

1. Upon consummation of the Equity Shares as contemplated in the SPA and subject to the provisions of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and subject to compliance with SEBI (SAST) Regulations, 2011, the Sellers shall relinquish the control and management of the Target Company in favor of the Acquirers and the Acquirers will acquire control over the Target Company and shall become the promoters of the Target Company.

2. As per Regulation 38 of the SEBI (LODR) Regulations read with Rules 19(2) and 19A of the SCRR, the Target Company is required to maintain at least 25% public shareholding as determined in accordance with SCRR, on a continuous basis for listing. If, as a result of the acquisition of Equity Shares in this Open Offer, pursuant to the Share Purchase Agreement and/or during the Offer period (if any), the public shareholding in the Target Company falls below the minimum level required as per Rule 19A of the SCRR, the Acquirers will ensure that the Target Company satisfies the minimum public shareholding set out in Rule 19A of the SCRR in compliance with applicable laws, and in a manner acceptable to the Acquirers.

3. The actual Post-Offer Shareholding of Public would depend on the response and acceptance of the shareholders to this Open Offer.

4. As on November 03, 2023, there were 2,320 public shareholders in the Target Company.

Acquirers have not acquired any equity shares of the Target Company after the date of PA till the date of this Letter of Offer.
There have been instances where the stock exchange/SEBI has levied fines against the Target Company under SEBI (LODR) Regulations and SCRR. The Target Company has paid all the fines as on date of this Letter of Offer. The details of the fines paid by the Target Company are provided below:

Type	LODR/SCRR	Brief Description	Details of Fines/Penalty/ Punishment/Compounding	Authority (RD/NCLT/ COURT/BSE/NSE/SE BI)



Fine	Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	Non appointment of Compliance Officer for Quarter Ended March 2023	The BSE on May 22, 2023, imposed a fine on the Target Company amounting to ₹ 96,760/- (including tax) for non-compliance of Regulation 6(1) of LODR. However, the said fine has been waived off byBSE on June 8,2023.	BSE
Fine	Non-compliance of Rule 19 A (1) of SCRR, 1957 read with Section 21 of SCRA, 1956 read with Clause 40 of the Listing Agreement, corresponding provisions of Regulation 38 of LODR 2015, with Minimum Public Shareholdingrequirement	Non-compliance with the requirement of Minimum Public Shareholding	SEBI vide adjudication order dated June 25, 2018 imposed a penalty of ₹ 10,00,000/- (Rupees Ten Lakhs only) on the Target Company. However, the Target Company has remitted the said penalty to SEBI on July 4, 2018.	SEBI

Further, there are no penal actions against the promoters/directors of the Target Company .

Details of delayed/non-compliances of the Promoter and Promoter Group of the Target Company in terms of SEBI (SAST) Regulations is given below:

Sr. no	Regulations	Financial Year	Due date for compliance	Actual compliance date	Delay, if any	Status of compliance with Takeover Regulations	Remarks, if any



1.	29(2)	2015-16	September 30, 2015	February 03, 2016	Delayed Compliance	Complied	As per BSE website, reported date is February03,2016
2.	30(2)	2018-19	April 09, 2019	April 08, 2019	N.A.	Complied	As per the email confirmation received from promoter of the Target Company for the SAST submission to BSE. However, this year disclosure is not reflectingon BSE.

		-20- Miven Machine Tools Limited-**Open Offer	Letter of Offer**

Sr. no	Regulations	Financial Year	Due date for compliance	Actual compliance date	Delay, if any	Status of compliance with Takeover Regulations	Remarks, if any



3.	30(2)	2019-20	April 15, 2020	April 5, 2020	N.A.	Complied	As per the disclosure document received from the promoter, the date of compliance mentioned is April 5, 2020. However, the proof of submission is not available with the promoters.
4.	31(4)	2019-20	April 15, 2020	September 19, 2023	Delayed Compliance	Complied	As per the proof of submission received from the promoters, the actual date of compliance is September 19, 2023. However, the disclosure is not reflecting on the BSE website. Promoters have not encumbered the shares held by them and moreover all the share are held in dematerialised form , Hence disclosure is not required.


5.	31(4)	2020-21	April 12, 2021	September 19, 2023	Delayed Compliance	Complied	As per the proof of submission received from the promoters, the actual date of compliance is September 19, 2023. However, the disclosure is not reflecting on the BSE website. Promoters have not encumbered the shares held by them and moreover all the share are held in dematerialised form. Hence disclosure is not required.


6.	31(4)	2021-22	April 11, 2022	September 19, 2023	Delayed Compliance	Complied	As per the proof of submission received from the promoters, the actual date of compliance is September 19, 2023. However, the disclosure is not reflecting on the BSE website. Promoters have not encumbered the shares held by them and moreover all the share are held in dematerialised form. Hence disclosure is not required.


7.	31(4)	2022-23	April 13, 2023	June 9, 2023	Delayed Compliance	Complied	As per proof of submission received from the promoters, the actual date of compliance is June 9, 2023. However, the same is not reflecting



		-21- Miven Machine Tools Limited-**Open Offer	Letter of Offer**

Sr. no	Regulations	Financial Year	Due date for compliance	Actual compliance date	Delay, if any	Status of compliance with Takeover Regulations	Remarks, if any



							on the BSE website. Promoters have not encumbered the shares held by them and moreover all the share are held in dematerialised from, Hence disclosure is not required.
*SEBI may take appropriate action against the Promoter and Promoter Group of the Target Company in terms of* *SEBI (SAST) Regulations and provisions of SEBI Act for any non-compliance/delay of SEBI (SAST) Regulations.*

-22- Miven Machine Tools Limited - Open Offer | Letter of Offer

VII. OFFER PRICE AND FINANCIAL ARRANGEMENTS

A) JUSTIFICATION FOR THE OFFER PRICE

The Equity Shares of the Target Company are presently listed only on BSE ( Scrip Code: 522036 and Scrip id: MIVENMACH ). The ISIN of Equity Shares of Target Company is INE338P01014. As on date of LOF, the shares of the company are trading under Enhanced Surveillance Measure (ESM): Stage 2. (Source: www.bseindia.com).
The annualized trading turnover in the Equity Shares of the Target Company on BSE based on trading volume during the twelve calendar months ( i.e., September 1, 2022 to, August 31, 2023 ) prior to the month of PA is as given below:

Stock Exchange	Total no. of equity shares traded during the twelve calendar months prior to the month of PA	Total no. of listed equity shares	Annualized trading turnover (as % of equity shares listed)

BSE	6,69,870	30,03,500	22.30%

(Source: www.bseindia.com)

Based on the information provided in point above, the Equity Shares of the Target Company are frequently traded on the BSE within the meaning of explanation provided in Regulation 2(1)(j) of the SEBI (SAST) Regulations.
The Offer Price of ₹ 17.08/- (Rupees Seventeen and Eight Paise only) is justified in terms of Regulation 8(2) of the SEBI (SAST) Regulations being the highest of the following:

Sr. No.	Particulars	Price (in₹per Equity Share)

a)	The highest negotiated price per share of the Target Company for any acquisition under the agreements attracting the obligations to make a public announcement of this open offer i.e., the price per Equity Share under the SPA	₹ 5/-
b)	The volume-weighted average price paid or payable for acquisition, by the Acquirers, during the fifty-two weeks immediately preceding the date of PA;	Not Applicable
c)	The highest price paid or payable for any acquisition, by the Acquirers, duringthe twenty-six weeks immediately precedingthe date of PA	Not Applicable
d)	The volume-weighted average market price of shares for a period of sixty trading days immediately preceding the date of the PA as traded on the stock exchange where the maximum volume of trading in the shares of the Target Companyare recorded duringsuchperiod	₹ 17.08/-
e)	Where the shares are not frequently traded, the price determined by the Acquirers and the Manager taking into account valuation parameters per Equity Share including, book value, comparable trading multiples, and such otherparameters as are customaryfor valuation of shares	Not Applicable
f)	The per equity share value computed under regulation 8(5) of the SEBI (SAST)Regulations,if applicable	Not Applicable(1)
	Highest of the above	₹ 17.08/-
	Offer Price	₹ 17.08/-

The price and volume data of the Equity Shares on BSE for a period of 60 trading days immediately preceding the date of the PA, as per Regulation 8(2) of the Takeover Regulations, is set forth below:

Sr. No.	Date	Volume	Value (in ₹)	Sr. No.	Date	Volume	Value (in ₹)
1	06-Sep-23	0	0	31	25-Jul-23	6195	101100
2	05-Sep-23	10470	160191	32	24-Jul-23	3578	58115
3	04-Sep-23	625.00	9375	33	21-Jul-23	8605	141109
4	01-Sep-23	300	4437	34	20-Jul-23	1567	27664
5	31-Aug-23	551	8298	35	19-Jul-23	4922	82917
6	30-Aug-23	729	10978	36	18-Jul-23	5827	95948
7	29-Aug-23	210	3225	37	17-Jul-23	15030	249859
8	28-Aug-23	37	579	38	14-Jul-23	1431	25154
9	25-Aug-23	1024	16683	39	13-Jul-23	21735	366544
	-23- Miven Machine Tools Limited-**Open Offer	Letter of Offer**

Sr. No.	Date	Volume	Value (in ₹)	Sr. No.	Date	Volume	Value (in ₹)
10	24-Aug-23	500	8150	40	12-Jul-23	5496	101320
11	23-Aug-23	1050	17157	41	11-Jul-23	20704	361348
12	22-Aug-23	181	3017	42	10-Jul-23	1861	33014
13	21-Aug-23	0	0	43	07-Jul-23	1352	25241
14	18-Aug-23	0	0	44	06-Jul-23	146	2868
15	17-Aug-23	25	416	45	05-Jul-23	6645	137418
16	16-Aug-23	3920	65346	46	04-Jul-23	25826	583838
17	14-Aug-23	340	5797	47	03-Jul-23	68925	1534010
18	11-Aug-23	449	7856	48	30-Jun-23	11365	241960
19	10-Aug-23	1026	18160	49	28-Jun-23	400	8112
20	09-Aug-23	390	7007	50	27-Jun-23	5686	109853
21	08-Aug-23	735	13327	51	26-Jun-23	2153	39615
22	07-Aug-23	766	14332	52	23-Jun-23	55912	973050
23	04-Aug-23	3814	68479	53	22-Jun-23	1325	22127
24	03-Aug-23	7169	124802	54	21-Jun-23	101	1606
25	02-Aug-23	5746	95437	55	20-Jun-23	611	9262
26	01-Aug-23	3180	54715	56	19-Jun-23	35320	510020
27	31-Jul-23	8712	148973	57	16-Jun-23	0	0
28	28-Jul-23	1855	31684	58	15-Jun-23	63145	868875
29	27-Jul-23	4377	73430	59	14-Jun-23	31832	417317
30	26-Jul-23	3473	57256	60	13-Jun-23	30402	379720
						4,99,751	85,38,091
						Value Per share	₹ 17.08/-

(Source: www.bseindia.com)

The Offer Price is not less than the highest of the amounts specified in the table in paragraph 4 above. Therefore, in terms of Regulation 8(2) of the SEBI (SAST) Regulations, the Offer Price is justified.
Market Price of the Target Company as on PA date and the date immediately after PA date:

Sr. No.	Particulars	BSE#

1	Market price of Target Company as on date of Public Announcement,i.e.,September 07,2023.	15.30/-
2	Market price of Target Company on the date immediately after Public Announcement date,i.e.,September 08,2023.	Shares not Traded
#Closing Price (Source:www.bseindia.com)

In view of the above parameters considered and in the opinion of the Acquirers and Manager to the Offer, the Offer Price of ₹ 17.08/- (Rupees Seventeen and Eight Paise only) per equity share is justified in terms of Regulation 8 of the SEBI (SAST) Regulations.
There have been no corporate actions by the Target Company warranting adjustment of any of the relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations.
There has been no revision in the Offer Price or to the size of this Offer as on the date of this Letter of Offer.
An upward revision in the Offer Price or to the size of this Offer, if any, on account of competing offers or otherwise, will be done at any time prior to the commencement of the last 1 (one) working day before the commencement of the tendering period of this Offer in accordance with Regulation 18(4) of the SEBI (SAST) Regulations. In the event of such revision, the Acquirers shall (i) make corresponding increases to the escrow amounts, as more particularly set out in paragraphs V of this DPS; (ii) make a public announcement in the same newspapers in which this DPS has been published; and (iii) simultaneously with the issue of such announcement, inform SEBI, BSE and the Target Company at its registered office of such revision.

-24- Miven Machine Tools Limited - Open Offer | Letter of Offer

B) FINANCIAL ARRANGEMENTS

The total consideration for the Open Offer, assuming full acceptance, i.e., for the acquisition of up to 7,50,900 (Seven Lakhs Fifty Thousand and Nine Hundred) Equity Shares, at the Offer Price of ₹ 17.08/- Rupees Seventeen and Eight Paise only) per Equity Share is ₹1,28,25,372/- (Rupees One Crore Twenty-Eight Lakhs and Twenty-Five Thousand Three Hundred and Seventy-Two only) ( “Offer Consideration” ).
In accordance with Regulation 17(1) of the SEBI (SAST) Regulations, the Acquirers have opened an escrow cash account bearing Account No: 000405147239 (“ Escrow Cash Account ”) with ICICI Bank Limited, a banking company duly incorporated under the Companies Act, 1956 and registered as a banking company within the meaning of the Banking Regulation Act, 1949 and having its registered office at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara, 390 007, Gujarat, India and, acting through its branch situated at ICICI Bank Limited, Capital Markets Division, 5th Floor, HT Parekh Marg, Church gate, Mumbai – 400020 and have made a cash deposit of ₹ 1,28,26,000/- ( Rupees One Crore Twenty Eight Lakhs and Twenty Six Thousand only ) in the Escrow Cash Account, being more than 100% of the Offer consideration. The Acquirers have empowered the Manager to the Offer to operate and to realize the value of the Escrow Cash Account in terms of the SEBI (SAST) Regulations.
The Acquirers have confirmed that they have adequate financial resources to meet their obligations under the Open Offer and have made firm financial arrangements for financing the acquisition of the Offer Shares, in terms of Regulation 25(1) of the SEBI (SAST) Regulations.
In case of any upward revision in the Offer Price or the size of this Offer, the value in cash of the Escrow Amount shall be computed on the revised consideration calculated at such revised offer price or offer size and any additional amounts required will be funded by the Acquirers, prior to effecting such revision, in terms of Regulation 17(2) of the SEBI (SAST) Regulations.
Based on the above, Saffron Capital Advisors Private Limited, Manager to the Offer is satisfied that firm arrangements have been put in place by the Acquirers to implement the Open Offer in full accordance with the SEBI (SAST) Regulations.
The Manager is duly authorized to the exclusion of all others and been duly empowered to realize the value of the Escrow Account in terms of SEBI (SAST) Regulations.

-25- Miven Machine Tools Limited - Open Offer | Letter of Offer

VIII. TERMS AND CONDITIONS OF THE OFFER

The Tendering period will commence on Monday, November 20, 2023, and will close on Monday, December 04, 2023 .
The Equity Shares offered under this Offer shall be free from all lien, charges, equitable interests, encumbrances and are to be offered together with, if any, of all rights of dividends, bonuses or rights from now on and hereafter.
This is not a Conditional Offer and there is no stipulation on any minimum level of acceptance.
The Identified date for this Offer is Friday, November 03, 2023.
The Target Company has signed agreements with Depositories for offering Shares in dematerialized form. The Equity Shares of Target Company bearing ISIN ‘INE338P01014’, Scrip Code: 522036 and Scrip id: MIVENMACH.
The marketable lot for the Equity Shares of the Target Company is 1 (One). (Source: www.bseindia.com)
None of the Equity Shares of the Target Company are subject to Lock-in.
The locked-in equity shares, if any, may be tendered in the Open Offer and transferred to the Acquirers subject to the continuation of the residual lock-in period in the hands of the Acquirers, as may be permitted under applicable law. The Manager to the Open Offer shall ensure that there shall be no discrimination in the acceptance of locked-in and non-locked-in equity shares.
In terms of Regulation 18(9) of the SEBI (SAST) Regulations, the Public Shareholders who tender their equity shares in acceptance of this Offer shall not be entitled to withdraw such acceptance during the tendering period.

A) ELIGIBILITY FOR ACCEPTING THE OFFER

The Letter of Offer (along with the Form of Acceptance-cum-Acknowledgement) shall be mailed to all Eligible Shareholders/Beneficial Owners (except the Acquirers and the Sellers) whose names appear in register of Target Company as on Friday, November 03, 2023, the Identified Date.
This Offer is also open to persons who own Equity Shares but are not registered Public Shareholders as on the Identified Date.
The Public Shareholders who have registered their email ids with the Depositories / the Target Company shall be dispatched the Letter of Offer through electronic means. If Public Shareholders who have been sent the Letter of Offer through electronic means wish to obtain a physical copy of the Letter of Offer, they may send a request in writing to the Registrar to the Offer at the address or email id mentioned on the cover page of the Letter of Offer by stating such Shareholder’s name, address, number of Equity Shares held on Identified Date, client ID number, DP name / ID, beneficiary account number and upon receipt of such request, a physical copy of the Letter of Offer shall be provided to such Public Shareholder. The Public Shareholders who have not registered their email ids with the Depositories / the Target Company shall be dispatched the Letter of Offer through physical mode by registered post / speed post / courier. The Letter of Offer shall be sent to all Public Shareholders holding Equity Shares whose names appear in the register of members of the Target Company on the Identified Date.
Public Shareholders holding the shares in dematerialized form are eligible to participate in this Open Offer at any time during the period from Offer Opening Date till the Offer Closing Date (“Tendering Period”) for this Open Offer. Further, in accordance with the Frequently Asked Questions issued by SEBI, “FAQs - Tendering of physical shares in buyback offer/ open offer/ exit offer/delisting” dated February 20, 2020, SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020 and BSE notice no 20200528-32 dated 28 May 2020, shareholders holding securities in physical form are allowed to tender shares in open offer. However, such tendering shall be as per the provisions of the SEBI (SAST) Regulations. The Public Announcement, the Detailed Public Statement, the Letter of Offer and the Form of Acceptance will also be available on the SEBI website: www.sebi.gov.in. In case of non-receipt of the Letter of Offer, all Shareholders including

-26- Miven Machine Tools Limited - Open Offer | Letter of Offer

unregistered Shareholders, if they so desire, may download the Letter of Offer, or the Form of Acceptance from the SEBI’s website.

The acceptance of this Offer by the Eligible Shareholders of Target Company must be absolute and unqualified. Any acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever.
The acceptance of this Offer is entirely at the discretion of the Eligible Shareholder(s)/Beneficial owner(s) of Target Company.
The acceptance of Equity Shares tendered in the Offer will be made by the Acquirers in consultation with the Manager to the Offer.
The Acquirers reserve the right to revise the Offer Price and/or the Offer Size upwards prior to the commencement of the last 1 (one) Working Day prior to the commencement of the Tendering Period, i.e., up to Thursday, November 16, 2023 in accordance with the SEBI (SAST) Regulations and the revision, if any, in the Offer Price and/or the Offer Size would be announced in the same newspapers where the DPS was published. The Acquirers would pay such revised price for all the Equity Shares validly tendered at any time during the Offer and accepted under the Offer in accordance with the terms of the DPS and the Letter of Offer.
For any assistance, please contact the Manager to the Offer or the Registrar to the Offer.

B) STATUTORY AND OTHER APPROVALS

As on the date of LOF, to the best of the knowledge of the Acquirers, there are no statutory approvals required by the Acquirers to complete this Offer. However, in case of any such statutory approvals are required by the Acquirers at a later date before the expiry of the tendering period, this Offer shall be subject to such approvals and the Acquirers shall make the necessary applications for such statutory approvals.
If any of the public shareholders of the Target Company that are not resident in India (such NRIs, OCBs and FIIs) require any approvals interalia from the Reserve Bank of India or any regulatory body for the transfer any Equity Shares to the Acquirers, they shall be required to submit such approval along with the other documents required to be tendered to accept this Offer. If such approval is not submitted, the Acquirers reserve the right to reject the Equity Shares tendered by such shareholders that are not resident in India. Subject to the receipt of statutory and other approvals, if any, the Acquirers shall complete all procedures relating to payment of consideration under this Offer within 10 (Ten) working days from the date of expiry of the tendering period to those Equity Shareholders whose share certificates and/or other documents are found valid and in order and are accepted for acquisition by the Acquirers.
In case of delay in receipt of any statutory approval, the SEBI may, if satisfied that delayed receipt of the requisite approvals was not due to any willful default or neglect of the Acquirers or the failure of the Acquirers to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the shareholders as directed by the SEBI, in terms of Regulation 18(11) of the SEBI (SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirers in obtaining the requisite approvals, Regulation 17(9) of the SEBI (SAST) Regulations will also become applicable and the amount lying in the Escrow Account shall become liable for forfeiture.
In terms of Regulation 23(1) of the SEBI (SAST) Regulations, if the approvals mentioned in paragraph VII(B) are not satisfactorily complied with or any of the statutory approvals are refused, the Acquirers have a right to withdraw the Offer. In the event of withdrawal, a public announcement will be made within 2 (two) working days of such withdrawal, in the same newspapers in which the DPS has been published and such public announcement will also be filed with SEBI, BSE and the registered office of the Target Company.

-27- Miven Machine Tools Limited - Open Offer | Letter of Offer

IX. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

All the Public Shareholders, registered or unregistered, holding the shares in dematerialized form or physical form, are eligible to participate in this Open Offer at any time during the period from Offer Opening Date and Offer Closing Date (“Tendering Period”) for this Open Offer. Please refer to Paragraph 2 below for details in relation to tendering of Offer Shares held in physical form.
As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations and SEBI’s press release dated 3 December 2018, bearing reference no. PR 49/2018, requests for transfer of securities shall not be processed unless the securities are held in dematerialised form with a depository with effect from 1 April 2019. However, in accordance with Chapter 7 of the Master Circular for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 dated February 16, 2023 with reference number SEBI/HO/CFD/PoD-1/P/CIR/2023/31 issued by SEBI (“SEBI Master Circular”) , shareholders holding securities in physical form are allowed to tender shares in an open offer. Such tendering shall be as per the provisions of the SEBI (SAST) Regulations. Accordingly, Public Shareholders holding Equity Shares in physical form as well are eligible to tender their Equity Shares in this Offer as per the provisions of the SEBI (SAST) Regulations.
Persons who have acquired Equity Shares but whose names do not appear in the register of members of the Target Company on the Identified Date i.e., the date falling on the 10th Working Day prior to the commencement of Tendering Period, or unregistered owners or those who have acquired Equity Shares after the Identified Date, or those who have not received the Letter of Offer, may also participate in this Open Offer. Accidental omission to send the Letter of Offer to any person to whom the Offer is made or the non-receipt or delayed receipt of the Letter of Offer by any such person will not invalidate the Offer in any way.
The Open Offer will be implemented by the Company through Stock Exchange Mechanism made available by BSE Limited (BSE) in the form of separate window (Acquisition Window) as provided under the SEBI (SAST) Regulations and Chapter 4 of the SEBI Master Circular.
BSE shall be the Designated Stock Exchange for the purpose of tendering shares in the Open Offer.
The Registrar would be accepting the documents by Hand delivery/Registered Post/Speed Post/ Courier at the following specified center:

Name and Address of the entities (registrar) to whom the shares should be sent including name of the contact person, telephone no., fax no. and email address etc.	Working days and timings	Mode of delivery

Skyline Financial Services Private Limited Unit:Miven Machine Tools Limited -Open Offer D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020, India. Tel. No.:011 – 40450193-97; Fax No.: NA; Email id: [email protected] Website: www.skylinerta.com Investor grievance id:[email protected] SEBI Registration No.:INR000003241; Validity: Permanent Contact Person:AnujRana	Any working day (i.e., Monday to Friday and not being a bank holiday) between 10:30 a.m. to 5:00 p.m.	Hand Delivery/ Registered Post/Speed Post /Courier

The Acquirers have appointed KK Securities Limited (“Buying Broker”) for the Open Offer through whom the purchases and the settlement of the Open Offer shall be made during the tendering period. The contact details of the Buying Broker are as mentioned below:

Name	KK Securities Limited
Address	76-77,Scindia House,Janpath,New Delhi - 110001
Contact Person:	Mr. SanjayBansal
Telephone	+91 11- 46890000,9811168570
E-mail id	[email protected]
Website	www.kksecurities.com
Investor Grievance Email id	[email protected]
SEBI Registration No.	INZ000155732

-28- Miven Machine Tools Limited - Open Offer | Letter of Offer

In the event Selling Broker(s) are not registered with BSE or if the Public Shareholder does not have any stockbroker, then that Public Shareholder can approach any BSE registered stock broker and can make a bid by using quick unique client code ( “UCC” ) facility through that BSE registered stock broker after submitting the details as may be required by the stock broker to be in compliance with applicable law and regulations. In case Public Shareholder is not able to bid using quick UCC facility through any other BSE registered stock broker then the Public Shareholder may approach Buying Broker viz. Choice Equity Broking Private Limited, to bid by using quick UCC facility.

In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Open Offer is more than Offer Shares, the Acquirers shall accept those Equity Shares validly tendered by such Public Shareholders on a proportionate basis in consultation with the Manager to the Open Offer
The Equity Shareholders will have to ensure that they keep a Demat Account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated Open Offer.
All the shareholders who desire to tender their Equity Shares under the Open Offer would have to intimate their respective stock broker (“ Selling Broker ”) during the normal trading hours of the secondary market during the Tendering Period. Upon placing the bid, the Selling Broker(s) shall provide the Transaction Registration Slip (“ TRS ”) generated by the exchange bidding system to the shareholder. TRS will contain details of order submitted like Bid ID No., DP ID, Client ID, No. of equity shares tendered etc.
A separate Acquisition Window will be provided by BSE to facilitate the placing of orders. The Selling Broker can enter orders for physical and dematerialised Equity Shares. During the Tendering Period, the bid for selling the Equity Shares will be placed in the Acquisition Window by Public Shareholders through their respective Selling Broker during normal trading hours of the secondary market. The Buying Broker may also act as Selling Broker for Public Shareholders.
The cumulative quantity tendered shall be displayed on Designated Stock Exchange website (www.bseindia.com) throughout the trading session at specific intervals by Designated Stock Exchange during the Tendering Period.
Modification/cancellation of orders will not be allowed during the tendering period of the Open Offer.
The details of the settlement number for early pay-in of Equity Shares shall be informed in the issue opening circular that will be issued by the Stock Exchanges / Clearing Corporation, before the Offer Opening Date.
Public Shareholders shall tender their Equity Shares only through a broker with whom such shareholder is registered as client (KYC compliant).
Equity Shareholders who wish to bid /offer their physical shares in the Offer are requested to send their original documents as mentioned in the LOF to the Registrar to the Offer so as to reach them within 2 (Two) days from closure of the tendering period. It is advisable to email scanned copies of the original documents mentioned in the LOF, first to the Registrar to the Offer then send physical copies to the Registrar’s address as provided in the LOF.
Equity Shares should not be submitted / tendered to the Manager, the Acquirers, or the Target Company.

Procedure for tendering Equity Shares held in dematerialised form

Public Shareholders who are holding Equity Shares in dematerialized form and who desire to tender their Equity Shares in dematerialized form under the Open Offer would have to do so through their respective Selling Broker by giving the details of Equity Shares they intend to tender under the Open Offer. Public Shareholders should tender their Equity Shares before market hours close on the last day of the Tendering Period.
Public Shareholders shall tender their Equity Shares only through a broker with whom such shareholder is registered as client (KYC compliant)

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In the event Selling Broker(s) are not registered with BSE or if the Public Shareholder does not have any stock broker, that Public Shareholder can approach any BSE registered stock broker and can make a bid by using quick unique client code ( “UCC” ) facility through that BSE registered stock broker after submitting the details as may be required by the stock broker to be in compliance with applicable law and regulations. The Public Shareholder approaching BSE registered stock broker (with whom it does not have an account) may have to submit following details:

(i) In case of Shareholder being an individual

(a) If Shareholder is registered with KYC Registration Agency (“KRA”): Forms required:

i. Central Know Your Client (CKYC) form including Foreign Account Tax Compliance Act (FATCA), In Person Verification (IPV), Original Seen and Verified (OSV) if applicable ii. Know Your Client (KYC) form Documents required (all documents self-attested): Bank details (cancelled cheque) iii. Demat details (Demat Master /Latest Demat statement)

If Shareholder is not registered with KRA: Forms required:

i. CKYC form including FATCA, IPV, OSV if applicable ii. KRA form iii. KYC form Documents required (all documents self-attested): PAN card copy Address proof Bank details (cancelled cheque) iv. Demat details (Demat master /Latest Demat statement)

It may be noted that other than submission of above forms and documents in person verification may be required.

In case of Shareholder is HUF:

(a) If Shareholder is registered with KRA: Forms required: i. CKYC form of KARTA including FATCA, IPV, OSV if applicable ii. KYC form documents required (all documents self-attested): Bank details (cancelled cheque) iii. Demat details (Demat Master /Latest Demat statement)

(b) If Shareholder is not registered with KRA: Forms required:

i. CKYC form of KARTA including FATCA, IPV, OSV if applicable ii. KRA form iii. Know Your Client (KYC) form Documents required (all documents self-attested): PAN card copy of HUF & KARTA Address proof of HUF & KARTA HUF declaration Bank details (cancelled cheque) iv. Demat details (Demat master /Latest Demat statement)

It may be noted that other than submission of above forms and documents in person verification may be required.

In case of Shareholder other than Individual and HUF:

(a) If Shareholder is KRA registered: Form required i. Know Your Client (KYC) form Documents required (all documents certified true copy) Bank details (cancelled cheque) ii. Demat details (Demat master /Latest Demat statement) iii. FATCA, IPV, OSV if applicable iv. Latest list of directors/authorized signatories/partners/trustees v. Latest shareholding pattern vi. Board resolution vii. Details of ultimate beneficial owner along with PAN card and address proof viii. Last 2 years financial statements

If Shareholder is not KRA registered: Forms required:

i. KRA form

ii. Know Your Client (KYC) form Documents required (all documents certified true copy): PAN card copy of company/ firm/trust Address proof of company/ firm/trust Bank details (cancelled cheque)

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iii. Demat details (Demat Master /Latest Demat statement)

iv. FATCA, IPV, OSV if applicable

v. Latest list of directors/authorized signatories /partners/trustees vi. PAN card copies & address proof of directors/authorised signatories/partners/trustees

vii. Latest shareholding pattern

viii. Board resolution/partnership declaration

ix. Details of ultimate beneficial owner along with PAN card and address proof
x. Last 2 years financial statements
xi. MOA/Partnership deed /trust deed

It may be noted that above mentioned list of documents is an indicative list. The requirement of documents and procedures may vary from broker to broker.

The Selling Broker would be required to place an order/bid on behalf of the Public Shareholders who wish to tender Equity Shares in the Offer using the Acquisition Window of BSE. Before placing the order/bid, the Public Shareholder would be required to make early pay-in as per the mechanism prescribed by the BSE or the Clearing Corporation, prior to placing the order/bid by the Selling Broker. As provided under the SEBI (SAST) Regulations and Chapter 4 of the SEBI Master Circular, a lien shall be marked against the shares of the shareholders participating in the tender offers. Upon finalization of the entitlement, only accepted quantity of shares shall be debited from the demat account of the Public Shareholders. The lien marked against unaccepted shares shall be released. The detailed procedure for tendering and settlement of shares under the revised mechanism is specified in the annexure to the said circular. All other procedures shall remain unchanged. The shareholders are advised to refer to the above circular of SEBI for placing of orders.
Upon placing the order, the Selling Broker shall provide TRS generated by the Stock Exchange bidding system to the holder of the Equity shares. TRS will contain details of order submitted like Bid ID No., DP ID, Client ID, No. of Equity Shares tendered etc.
For custodian participant, orders for demat Equity Shares early pay-in is mandatory prior to confirmation of order by the custodian. The custodians shall either confirm or reject orders not later than the close of trading hours on the last day of the offer period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed Custodian Participant orders, order modification shall revoke the custodian confirmation and the revised order shall be sent to the custodian again for confirmation.
Eligible Shareholders shall submit Delivery Instruction Slips ( “DIS” ) duly filled in specifying market type as “Open Offer” and execution date along with all other details to their respective depository participant / Selling Broker so that Equity Shares can be tendered in this Offer.
The Eligible Shareholders will have to ensure that they keep their DP account active and unblocked to successfully facilitate the tendering of the Equity Shares and to receive credit in case of return of Equity Shares due to rejection or due to prorated Offer.
The Eligible Shareholders holding Equity Shares in demat mode are not required to fill any Form of Acceptance-cum Acknowledgement . The Eligible Shareholders are advised to retain the acknowledged copy of the DIS and the TRS till the completion of Offer Period.
The details of the settlement number for early pay-in of equity shares shall be informed in the issue opening circular that will be issued by the Stock Exchange / Clearing Corporation, before the opening of the Offer.
The cumulative quantity tendered shall be made available on the website of the BSE ( www.bseindia.com ) throughout the trading sessions and will be updated at specific intervals during the Tendering Period.
Modification/cancellation of orders will not be allowed during the Tendering Period of the Offer.
The reporting requirements for non-resident shareholders under Foreign Exchange Management Act, 1999, as amended and any other rules, regulations, guidelines, for remittance of funds, shall be made by the Public Shareholder and/ or their Selling Broker.

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Procedure for tendering Equity Shares held in Physical form

In accordance with the Frequently Asked Questions issued by SEBI, “FAQs - Tendering of physical shares in buyback offer/ open offer/ exit offer/delisting” dated February 20, 2020, SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020 and BSE notice no 20200528-32 dated 28 May 2020, shareholders holding securities in physical form are allowed to tender shares in open offer. However, such tendering shall be as per the provisions of the SEBI (SAST) Regulations. The Eligible Shareholders who are holding the Equity Shares in physical form and who wish to tender their Equity Shares in this Offer shall approach Selling Broker and submit complete set of documents for verification procedure as mentioned below:
a. Form of Acceptance cum Acknowledgment duly completed and signed in accordance with the instructions contained therein, by sole/joint shareholders whose name(s) appears on the share certificate(s) and in the same order and as per the specimen signature lodged with the Target Company.
b. Original share certificate(s).
c. Valid share transfer deed(s) duly signed as transferor(s) by the sole/joint shareholder(s) in the same order and as per specimen signatures lodged with the Target Company and duly witnessed at the appropriate place.
d. Self-attested PAN Card copy (in case of Joint holders, PAN card copy of all transferors).
e. Attestation of signature(s) of all the holder(s) by Bankers in form ISR-2 (can be downloaded online https://www.sebi.gov.in/sebi_data/commondocs/nov-2021/Form%20ISR-2_p.pdf)
f. Any other relevant document such as power of attorney, corporate authorization (including board resolution/ specimen signature); and

In addition, if the address of the Eligible Shareholder has undergone a change from the address registered in the ‘Register of Members’ of the Target Company, the Public Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: (i) valid Aadhar card, (ii) voter identity card; or (iii) passport.

Based on these documents, the Selling Broker shall place the bid on behalf of the Eligible Shareholder holding Equity Shares in physical form who wishes to tender Equity Shares in the Open Offer, using the acquisition window of BSE. Upon placing the bid, the Selling Broker shall provide a Transaction Registration Slip (“TRS”) generated by the BSE bidding system to the Public Shareholder. The TRS will contain the details of the order submitted like folio number, share certificate number, distinctive number of Equity Shares tendered etc.
After placement of order, the Selling Broker(s)/ Eligible Shareholders must ensure delivery of the Form of Acceptance-cum-Acknowledgement, TRS, original share certificate(s), valid share transfer form(s) and other required documents either by registered post / speed post or courier or hand delivery to the Registrar to the Offer (at the address mentioned on the cover page within 2 (two) days of bidding by the Selling Broker and not later than 2 (two) days from the Offer Closing Date i.e. Monday, December 04, 2023 (by 5.00 PM Indian Standard Time [ IST ]). The envelope should be superscribed as “MIVEN MACHINE TOOLS LIMITED - OPEN OFFER.” One copy of the TRS will be retained by the Registrar to the Offer and it will provide acknowledgement of the same to the Selling Broker.
Public Shareholders holding shares in physical form should note that the Equity Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the shares by the Acquirers shall be subject to verification of documents. The Registrar to the Offer will verify such orders based on the documents submitted on a daily basis and until such time as the BSE shall display such orders as ‘unconfirmed ‘physical bids. Once the Registrar to the Offer confirms the orders it will be treated as ‘confirmed bids. Orders of Public Shareholders whose original share certificate(s) and other documents along with TRS are not received by the Registrar to the Offer within 2 (Two) days after the Offer Closing Date shall be liable to get rejected.
In case any person has submitted Equity Shares in physical form for dematerialization, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Offer before Offer Closing Date i.e., Monday, December 04, 2023 or else their application will be rejected.
All documents mentioned above shall be enclosed with the Form of Acceptance, otherwise the Equity Shares tendered will be liable for rejection. The Equity Shares shall be liable for rejection on the following grounds amongst others: (i) If there is any other company’s equity share certificate(s) enclosed with the Form of Acceptance instead of the Equity Share certificate(s) of the Target

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Company; (ii) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible Shareholders; (iii) If the Eligible Shareholders tender Equity Shares but the Registrar to the Offer does not receive the Equity Share certificate(s); (iv) In case the signature on the Form of Acceptance and Form SH-4 does not match as per the specimen signature recorded with Target Company / registrar of the Target Company and/or form ISR2 is not submitted.

Eligible Shareholders holding Equity Shares in physical mode will be required to fill the respective Forms of Acceptance cum Acknowledgment. Eligible Shareholders holding Equity Shares in physical mode will be sent respective Form of Acceptance cum Acknowledgment along with the Letter of Offer. Detailed procedure for tendering such Equity Shares will be included in the Form of Acceptance cum Acknowledgment.

Acceptance of Equity Shares

a) Registrar to the Offer shall provide details of order acceptance to Clearing Corporation within specified timelines.
b) In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the number of Equity Shares offered, the Acquirers shall accept those Equity Shares validly tendered by the Public Shareholders on a proportionate basis in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in nonmarketable lots, provided that acquisition of Equity Shares from a Public Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot.
c) As provided under the SEBI (SAST) Regulations and Chapter 4 of the SEBI Master Circular, in consultation with Depositories, Clearing Corporations and Stock Exchanges, it has been decided that a lien shall be marked against the shares of the shareholders participating in the tender offers. Upon finalization of the entitlement, only accepted quantity of shares shall be debited from the demat account of the shareholders. The lien marked against unaccepted shares shall be released. The detailed procedure for tendering and settlement of shares under the revised mechanism is specified in the Annexure. All other procedures shall remain unchanged.
d) In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, the Acquirers will have the authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares.

Procedure for tendering the Equity Shares in case of non-receipt of this Letter of Offer

Eligible Shareholders who have acquired Equity Shares but whose names do not appear in the register of members of the Target Company on the Identified Date i.e., Friday, November 03, 2023 , or unregistered owners or those who have acquired Equity Shares after the Identified Date, or those who have not received the Letter of Offer, may also participate in this Offer.
In case the Equity Shares are in dematerialised form: An Eligible Shareholder may participate in the Offer by approaching their Selling Broker and tender Shares in the Offer as per the procedure mentioned in the Letter of Offer or in the relevant Form of Acceptance-cum Acknowledgment.
The LOF along with a Form of Acceptance, will be dispatched to all the Public Shareholders of the Target Company (through electronic mode or physical mode), whose names appear on the register of members of the Target Company and to the beneficial owners of the Target Company in dematerialized form or physical form whose names appear on the beneficial records of the respective depositories, in either case, at the close of business hours on the Identified Date i.e., Friday, November 03, 2023 to the Offer.
In case the Equity Shares are in Physical form: An Eligible Persons may participate in the Offer by confirming their consent to participate in this Offer on the terms and conditions of this Offer as set out in the PA, DPS and the Letter of Offer. Equity Shareholders must ensure that the Tender Form, along with the TRS and requisite documents (as mentioned in this Letter of Offer) should reach the Registrar of the Company within 2 (Two) days from the Closing Date i.e., Monday, December 04, 2023 .
In case of non-receipt of the Letter of Offer, such Eligible Shareholders of the Target Company may download the same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on providing suitable documentary evidence of holding of the Equity Shares of the Target Company. The Letter of Offer along with the Form of Acceptance cum

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Acknowledgment (FOA) would also be available at SEBI's website, (www.sebi.gov.in), and Eligible Shareholders can also apply by downloading such forms from the said website.

Alternatively, in case of non-receipt of the LOF, the Public Shareholders holding the Equity Shares may participate in the Offer by providing their application in plain paper in writing signed by all Shareholder(s), stating name, address, number of shares held, client identification number, depository participant name, depository participant identification number, number of shares tendered and other relevant documents as mentioned. Such Public Shareholders have to ensure that their order is entered in the electronic platform to be made available by the Stock Exchange before the closure of the Tendering Period. If the signature(s) of the Equity Shareholders provided in the plain paper application differs from the specimen signature(s) recorded with the Registrar of the Company or are not in the same order (although attested), such applications are liable to be rejected under this Open Offer.

Settlement Process

On closure of the Tendering Period, reconciliation for acceptances shall be conducted by the Manager to the Offer and the Registrar to the Offer and the final list of accepted Equity Shares tendered in this Offer shall be provided to the Designated Stock Exchange to facilitate settlement based on Equity Shares transferred to the Clearing Corporation.
The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market. Selling Broker(s) should use the settlement number to be provided by the Clearing Corporation to transfer the Equity Shares in favour of the Clearing Corporation.
The Buying Broker will make the funds pay-in in the settlement account of the Clearing Corporation. For Equity Shares accepted under the Offer, the Eligible Shareholders will receive funds payout directly in their respective bank accounts (in case of demat Equity Shares, in the bank accounts which are linked to the respective demat accounts) / as per secondary market pay-out mechanism (in case of physical Equity Shares). However, in the event that the pay-outs are rejected by the Eligible Shareholder’s bank accounts due to any reason, the pay-out will be transferred to their respective Selling Broker’s settlement accounts and their respective Selling Brokers will thereafter transfer the consideration to their respective Eligible Shareholders. The Eligible Shareholders will be required to independently settle fees, dues, statutory levies, or other charges (if any) with their Selling Brokers.
The funds payout pertaining to the bids of NRIs, foreign shareholders and/or bids confirmed by custodians, will be transferred to the Selling Broker’s settlement accounts or the settlement bank account of the custodian, in accordance with the applicable mechanism prescribed by the Designated Stock Exchange and the Clearing Corporation from time to time.
The Public Shareholders will have to ensure that they keep the DP account active and unblocked to receive credit in case of return of Equity Shares, due to rejection or due to non-acceptance of the Equity Shares tendered under the Offer.
Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Public Shareholders would be returned to them by the Clearing Corporation. Any excess physical Equity Shares pursuant to proportionate acceptance/ rejection will be returned to the Equity Shareholders directly by the Registrar.
The direct credit of Equity Shares will be given to the demat account of Acquirers as indicated by the Buying Broker.
Once the basis of acceptance is finalised, the Clearing Corporation would facilitate clearing and settlement of trades by transferring the required number of Equity Shares to the demat account of Acquirers.
Any excess physical shares, to the extent tendered but not accepted, will be returned by registered post back to the Shareholder(s) directly by Registrar to the Offer.
Buying Broker would also issue a contract note to the Acquirers for the Equity Shares accepted under the Open Offer.
In case of partial or non-acceptance of orders the balance demat Equity Shares will be returned directly to the demat accounts of the Public Shareholders. However, in the event of any rejection of transfer to the demat account of the Public Shareholder for any reason, the demat Equity Shares will be released

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to the securities pool account of their respective Selling Broker and the Selling Broker will thereafter transfer the balance Equity Shares to the respective Public Shareholders.

Unaccepted share certificate(s), transfer deed(s) and other documents, if any, will be returned by registered post at the registered Shareholders'/ unregistered owners' sole risk to the sole/ first Shareholder/ unregistered owner. The Target Company is authorized to split the share certificate and issue new consolidated share certificate for the unaccepted Equity Shares, in an event the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Open Offer by the Public Shareholders holding Equity Shares in the physical form
Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court cases / attachment orders / restriction from other statutory authorities wherein the Public Shareholder may be precluded from transferring the Equity Shares during pendency of the said litigation are liable to be rejected if directions / orders regarding these Equity Shares are not received together with the Equity Shares tended under the Offer.
If Public Shareholders’ bank account details are not available or if the fund transfer instruction is rejected by the RBI or bank, due to any reasons, then the amount payable to Public Shareholders will be transferred to the Selling Broker for onward transfer to the Eligible Shareholder.
Public Shareholders who intend to participate in the Offer should consult their respective Selling Broker for any cost, applicable taxes, charges and expenses (including brokerage) that may be levied by the Selling Broker upon the selling shareholders for tendering Equity Shares in the Offer (secondary market transaction). The Offer consideration received by the Public Shareholders, in respect of accepted Equity Shares, could be net of such costs, applicable taxes, charges and expenses (including brokerage) and the Target Company accepts no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by the Public Shareholders.
In case of delay in receipt of any statutory approval(s), SEBI has the power to grant extension of time to Acquirers for payment of consideration to the Public Shareholders who have accepted the Open Offer within such period, subject to Acquirers agreeing to pay interest for the delayed period if directed by SEBI in terms of Regulation 18(11) of the SEBI (SAST) Regulations.

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NOTE ON TAXATION

THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT PROVISIONS OF THE IT ACT (AS AMENDED BY FINANCE ACT, 2023) AND THE REGULATIONS THEREUNDER.

THE LEGISLATIONS, THEIR JUDICIAL INTERPRETATION AND THE POLICIES OF THE REGULATORY AUTHORITIES ARE SUBJECT TO CHANGE FROM TIME TO TIME, AND THESE MAY HAVE A BEARING ON THE IMPLICATIONS LISTED BELOW. ACCORDINGLY, ANY CHANGE OR AMENDMENTS IN THE LAW OR RELEVANT REGULATIONS WOULD NECESSITATE A REVIEW OF THE BELOW.

THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT INCOME-TAX IMPLICATIONS.

THIS NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES.

THE IMPLICATIONS ARE ALSO DEPENDENT ON THE PUBLIC SHAREHOLDERS FULFILLING THE CONDITIONS PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE RELEVANT TAX LAWS. IN VIEW OF THE PARTICULARISED NATURE OF INCOME-TAX CONSEQUENCES, PUBLIC SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE TAX OFFICERS IN THEIR CASE AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE.

THE ACQUIRERS DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF SUCH ADVICE. THEREFORE, PUBLIC SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE SUMMARY OF INCOME-TAX IMPLICATIONS, RELATING TO THE TREATMENT OF INCOME-TAX IN THE CASE OF TENDERING OF LISTED EQUITY SHARES IN OPEN OFFER ON THE RECOGNISED STOCK EXCHANGE, AS SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GUIDANCE PURPOSES ONLY.

THE SUMMARY ON TAX CONSIDERATIONS IN THIS SECTION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS NOTE IS NEITHER BINDING ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO YOUR PARTICULAR CIRCUMSTANCES. THE LAW STATED BELOW IS AS PER THE IT ACT.

GENERAL

a) As the tendering of Equity Shares is being undertaken on the stock exchange, such transaction will be chargeable to STT. STT is payable in India on the value of securities on every purchase or sale of securities that are listed on the Indian stock exchange. Currently, the STT rate applicable on the purchase and sale of shares on the stock exchange is 0.1% of the value of security transacted.
b) The basis of charge of Indian Income-tax depends upon the residential status of the taxpayer during a tax year. The Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to income-tax in India on his worldwide income, subject to certain tax exemptions, which are provided under the IT Act.
c) A person who is treated as a non-resident for Indian income-tax purposes is generally subject to tax in India only on such person’s India-sourced income (i.e., income which is received or deemed to be received or accrues or arises or deemed to accrue or arise in India). In case of shares of a company, the source of income from shares would depend on the “situs” of such shares. As

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per judicial precedents, generally the “situs” of the shares is where a company is “incorporated” and where its shares can be transferred.

d) Accordingly, since the Target Company is incorporated in India, the Target Company’s shares should be deemed to be “situated” in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the IT Act.
e) Further, the non-resident shareholder can avail beneficial treatment under the Double Taxation Avoidance Agreement (“DTAA”) between India and the respective country of which the said shareholder is tax resident subject to satisfying relevant conditions including but not limited to (a) conditions (if any) present in the said DTAA read with the relevant provisions of the MLI as ratified by India with the respective country of which the said shareholder is a tax resident and (b) non-applicability of GAAR and (c) providing and maintaining necessary information and documents as prescribed under the IT Act.
f) The IT Act also provides for different income-tax regimes/ rates applicable to the gains arising from the tendering of shares under the Offer, based on the period of holding, residential status, classification of the shareholder and nature of the income earned, etc.
g) The shareholders may be required to undertake compliances such as filing an annual income tax return, as may be applicable to different categories of persons, with the income tax authorities, reporting their income for the relevant year.
h) The summary of income-tax implications on tendering of listed Equity Shares on the recognised stock exchange in India is set out in the succeeding paras. All references to Equity Shares herein refer to listed Equity Shares unless stated otherwise.

Classification of Shareholders

Public Shareholders can be classified under the following categories:

Resident Shareholders being:

Individuals, Hindu Undivided Family (“ HUF ”), Association of Persons (“ AOP ”) and Body of Individuals (“ BOI ”)
Others
a. Company
b. Other than company

Non-Resident Shareholders being:

Non-Resident Indians (“ NRIs ”)
Foreign Institution Investors (FIIs)/ Foreign Portfolio Investors (FPIs
Others:
a. Company
b. Other than company

Classification of Shares:

Shares can be classified under the following two categories:

a) Shares held as investment (Income from transfer of such shares taxable under the head
“ Capital Gains ”)

b) Shares held as stock-in-trade (Income from transfer of such shares taxable under the head “Profits and Gains from Business or Profession”). As per the current provisions of the IT Act, unless specifically exempted, gains arising from the transfer of shares may be treated either as “Capital Gains” or as “Business Income” for income-tax purposes, depending upon whether such shares were held as a capital asset or trading asset (i.e., stock-in-trade). Shareholders may also refer to Circular No.6/2016 dated February 29, 2016 issued by the Central Board of Direct Taxes (CBDT) in this regard.

Shares held as investment: As per the provisions of the IT Act, where the shares are held as investments (i.e., capital asset), income arising from the transfer of such shares is taxable under the head “Capital Gains”.

Further, Section 2(14) of the IT Act has provided for deemed characterization of securities held by FPIs as capital assets, whether or not such assets have been held as a capital asset; and therefore, the gains arising in the hands of FPIs will be taxable in India as capital gains.

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Capital gains in the hands of shareholders would be computed as per provisions of section 48 of the IT Act and the rate of income-tax would depend on the period of holding.

Period of holding : Depending on the period for which the shares are held, the gains would be taxable as “short-term capital gain/STCG” or “long-term capital gain/LTCG”: Page 48 of 63

a) In respect of Equity Shares held for a period less than or equal to 12 months prior to the date of transfer, the same should be treated as a “short-term capital asset”, and accordingly the gains arising therefrom should be taxable as “short term capital gains” (“ STCG ”).

b) Similarly, where Equity Shares are held for a period more than 12 months prior to the date of transfer, the same should be treated as a “long-term capital asset”, and accordingly the gains arising therefrom should be taxable as “long-term capital gains” (“ LTCG ”).

Tendering of Shares in the Offer through a Recognized Stock Exchange in India:

Where a transaction for transfer of such Equity Shares (i.e., acceptance under the Open offer) is transacted through a Recognized Stock Exchange and is chargeable to STT, then the taxability will be as under (for all categories of shareholders):

a) As per the current provisions of the IT Act, under Section 112A of the IT Act, LTCG arising from transfer of Equity Shares exceeding one lakh rupees will be taxed at a rate of 10 percent without allowing benefit of indexation for resident shareholders and at a rate of 10 percent without allowing benefit of indexation and foreign exchange fluctuation for non-resident shareholders, provided the same has been subjected to STT, upon acquisition and sale.

If no STT is paid on acquisition, then mode of such acquisition should be exempted under the notification issued by CBDT vide Notification No. 60/2018 dated October 1, 2018 in order to get benefit of taxation at 10% under Section 112A of the IT Act. Further, no deduction under Chapter VIA would be allowed in computing LTCG subject to tax under Section 112A of the IT Act.

b) LTCG that arise on shares purchased prior to February 1, 2018 shall be grandfathered for the notional gains earned on such shares till January 31, 2018 as per Section 55 of IT Act.

For computing capital gains under the grandfathering regime, the cost of acquisition for the long-term capital asset acquired on or before January 31, 2018 will be the actual cost. However, if the actual cost is less than the fair market value of such asset as on January 31, 2018, the fair market value will be deemed to be the cost of acquisition.

Further, if the full value of consideration on transfer is less than the fair market value, then such full value of consideration or the actual cost, whichever is higher, will be deemed to be the cost of acquisition.

c) LTCG, as computed u/s. 112A, will not be liable to tax to the extent not exceeding ₹ 1,00,000 (Rupees One lakh only).
d) Where provisions of section 112A of the IT Act are not applicable (for example where STT was not paid at the time of acquisition of the Equity Shares):
i. LTCG will be chargeable to tax at the rate of 20% (plus applicable surcharge and health and education cess) or 10% (plus applicable surcharge and health and education cess) without allowing benefit of indexation, in the case of a non-resident Public Shareholder (other than a FPI/FII, or a NRI who is governed by the provisions of Chapter XII-A of the IT Act) in accordance with provisions of section 112 of the IT Act.
ii. In the case of FIIs/FPIs, LTCG would be taxable at 10% (plus applicable surcharge and health and education cess) in accordance with provisions of section 115AD of the IT Act (without benefit of indexation and foreign exchange fluctuation).
iii. For a NRI who is governed by the provisions of Chapter XII-A of the IT Act, LTCG would be taxable at 10% (plus applicable surcharge and health and education cess) under Section 115E of the IT Act on meeting certain conditions. While computing the LTCG, the benefit of indexation of cost shall not be available.

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iv. For a resident Public Shareholder, an option is available to pay tax on such LTCG at either 20% (plus applicable surcharge and cess) with indexation or 10% (plus applicable surcharge and health and education cess) without indexation. Further, in case of resident Individual or HUF, the benefit of maximum amount which is not chargeable to income-tax is to be considered while computing the income-tax on such LTCG.
v. Long term capital loss computed for a given year is allowed to be set-off only against LTCG computed for the said year, in terms of Section 70 of the IT Act. The balance loss, which is not set off, is allowed to be carried forward for subsequent eight assessment years, for being set off only against subsequent years’ LTCG, in terms of Section 74 of the IT Act.
e) As per the current provisions of the IT Act, STCG arising from such transaction, which is subject to STT, would be subject to tax @ 15% under section 111A of the IT Act. Further, no deduction under Chapter VI-A would be allowed in computing STCG subject to tax under Section 111A of the IT Act.
f) In case of resident Individual or HUF, the benefit of maximum amount which is not chargeable to income-tax is considered while computing the income-tax on such STCG taxable under section 111A of the IT Act.
g) Under Section 115AD(1)(ii) of the IT Act, STCG arising to a FII on transfer of shares (STT paid) will be chargeable at the rate of 15%.
h) As per Section 70 of the IT Act, short term capital loss computed for a given year is allowed to be set off against STCG as well as LTCG computed for the said year. The balance loss, which is not set off, is allowed to be carried forward for subsequent eight assessment years, for being set-off against subsequent years’ STCG as well as LTCG, in terms of Section 74 of the IT Act.
i) Non-resident shareholder can avail benefits of the DTAA between India and the respective country of which the said shareholder is tax resident subject to satisfying relevant conditions as prescribed under the relevant DTAA read with MLI as may be in effect, and non-applicability of GAAR and providing and maintaining necessary information and documents as prescribed under the IT Act.
j) As per the current provisions of the IT Act, in addition to the above STCG and LTCG tax, surcharge and health and education cess are leviable.

Investment Funds

Under Section 10(23FBA) of the IT Act, any income of an Investment Fund, other than the income chargeable under the head “Profits and gains of business or profession” would be exempt from incometax on fulfilment of certain conditions specified therein. For this purpose, an “Investment Fund” means a fund registered as Category I or Category II Alternative Investment Fund and is regulated under the Securities and Exchange Board of India (Alternate Investment Fund) Regulations, 2012.

Mutual Funds

Under Section 10(23D) of the IT Act, any income of mutual funds registered under the Securities and Exchange Board of India Act, 1992 or regulations made thereunder or mutual funds set up by public sector banks or public financial institutions or mutual funds authorised by the Reserve Bank of India and subject to the conditions specified therein, is exempt from tax subject to such conditions as the Central Government may by notification in the Official Gazette, specify in this behalf.

Shares held as Stock-in-Trade :

a) If the shares are held as stock-in-trade by any of the shareholders of the Target Company, then the gains would be characterized as business income and taxable under the head “Profits and Gains from Business or Profession.”

b) Resident Shareholders
i. Individuals, HUF, AOP and BOI will be taxable at applicable slab rates.
ii. Domestic companies having turnover or gross receipts not exceeding ₹ 400 crores in the
relevant financial year as prescribed will be taxable @ 25%.
iii. Domestic companies which have opted for concessional tax regime under Section 115BAA
will be taxable at 22%.
iv. For persons other than stated above, profits will be taxable @ 30%.
v. No benefit of indexation by virtue of period of holding will be available in any case

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Profits of:

c) Non-Resident Shareholders: Non-resident shareholders can avail beneficial provisions of the applicable DTAA, read with the MLI, entered into between India and the respective country of which the said shareholder is tax resident, subject to satisfying relevant conditions (including non-applicability of GAAR) and providing and maintaining necessary information and documents as prescribed under the IT Act.

d) Where DTAA provisions are not applicable: i. No benefit of indexation by virtue of period of holding will be available in any case.

ii. For non-resident individuals, HUF, AOP, BOI, profits would be taxable at applicable slab

rates.

iii. For foreign companies, profits would be taxed in India @ 40%.

iv. For other non-resident shareholders, such as foreign firms, profits would be taxed in India @

30%.

In addition to the above, surcharge and health and education cess are leviable for resident and non-resident shareholders.

e) Other Matters : Further, the provisions of Minimum Alternate Tax on the book profits as contained in Section 115JB of the IT Act or Alternate Minimum Tax contained in Section 115JC of the IT Act, as the case may be, also need to be considered by the shareholders (other than resident company which has opted for concessional tax regime under Section 115BAA or Section 115BAB of the IT Act). Foreign companies will not be subject to MAT if the country of residence of such of the foreign country has entered into a DTAA with India under Sections 90/90A of the IT Act and such foreign company does not have a permanent establishment in India in terms of the DTAA. In case where the said conditions are not satisfied, MAT will be applicable to the foreign company. In case of non-corporate shareholders, applicability of the provisions of Alternative Minimum Tax as per Section 115JC of the IT Act will also need to be analysed depending on the facts of each case.

Tax Deduction at Source

a) Resident Shareholders: In absence of any specific provision under the IT Act, the Acquirer is not required to deduct tax on the consideration payable to the shareholders pursuant to Tendering of the listed Equity Shares under the Offer on recognized stock exchange in India.

b) Non-Resident Shareholders:

i. In case of FIIs: Section 196D of the IT Act provides for specific exemption from withholding tax in case of capital gains arising in hands of FIIs. Thus, no withholding of tax is required in case of consideration payable to FIIs/FPIs, subject to fulfilment of the following conditions:

ii. In case of non-resident tax payer (other than FIIs):

•FIIs/FPIs furnishing the copy of the registration certificate issued by SEBI (including for subaccount of FII/FPI, if any);

• FIIs/FPIs declaring that they have invested in the Equity Shares in accordance with the applicable SEBI regulations and will be liable to pay tax on their income as per the provisions of the IT Act.

• If the above conditions are not satisfied, FIIs/FPIs may submit a valid and effective certificate for deduction of tax at a nil/lower rate issued by the income tax authorities under the IT Act (“TDC”), along with the Form of Acceptance-cum-Acknowledgement, indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. The Acquirer shall deduct tax in accordance with such TDC.

In case of non-resident tax payer (other than FIIs):

Section 195(1) of the IT Act provides that any person responsible for paying to a non-resident, any sum chargeable to tax is required to deduct tax at source (including applicable surcharge and cess). Subject to regulations in this regard, wherever applicable and it is required to do so, tax at source (including applicable surcharge and cess) shall be deducted at appropriate rates as per the IT Act read with the provisions of the relevant DTAA and MLI, if applicable. In doing this, the Acquirer will be guided by generally followed practices and make use of data available in its records except in cases where the nonresident shareholders provide a specific mandate in this regard.

However, the Acquirer will not be able to deduct income-tax at source on the consideration payable to such non-resident shareholders as there is no ability for the Acquirer to deduct taxes since the

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remittance/payment will be routed through the stock exchange, and there will be no direct payment by the Acquirer to the non-resident shareholders.

Since the tendering of the Equity Shares under the Offer is through the stock exchange, the responsibility to discharge tax due on the gains (if any) is primarily on the non-resident shareholder given that practically it is very difficult to withhold taxes. The Acquirer believes that the responsibility of withholding/ discharge of the taxes due on such gains (if any) on sale of Equity Shares is solely on the non-resident shareholders. It is therefore important for the non-resident shareholders to suitably compute such gains (if any) on this transaction and immediately pay taxes in India in consultation with their custodians, authorized dealers and/or tax advisors, as appropriate. The non-resident shareholders must file their tax return in India interalia considering gains arising pursuant to this Offer in consultation with their tax advisors.

In the event the Acquirer is held liable for the tax liability of the shareholder, the same shall be to the account of the shareholder and to that extent the Acquirer is entitled to be indemnified. The non-resident shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the taxability/ non-taxability of the proceeds pursuant to this Open Offer, copy of tax return filed in India, evidence of the tax paid etc.

Remittance/Payment of Interest:

a) In case of interest, if any, paid by the Acquirer to resident and non-resident shareholder for delay in receipt of statutory approvals as per Regulation 18(11) of the SEBI (SAST) Regulations or in accordance with Regulation 18(11A) of the SEBI (SAST) Regulations, the final decision to deduct tax or the quantum of taxes to be deducted rests solely with the Acquirer depending on the settlement mechanism for such interest payments. In the event, the Acquirer decides to withhold tax, the same shall be basis the documents submitted along with the form of acceptance or such additional documents as may be called for by the Acquirer. It is recommended that the shareholders consult their custodians/ authorized dealers/ tax advisors appropriately with respect to the taxability of such interest amount (including on the categorization of the interest, whether as capital gains or as other income). In the event the Acquirer is held liable for the tax liability of the shareholder, the same shall be to the account of the shareholder and to that extent the Acquirer should be indemnified.

b) The shareholders must file their tax return in India inter alia considering the interest (in addition to the gains on the sale of shares), if any, arising pursuant to this Open Offer. The shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the taxability/ non-taxability of the proceeds pursuant to this Open Offer, copy of tax return filed in India, evidence of the tax paid etc.

Rate of Surcharge and Cess:

As per the current provisions of the IT Act, in addition to the basic tax rate, surcharge, health and education cess are leviable. Summary of the same is provided below:

Surcharge:

i. In case of domestic companies:

Surcharge @ 12% is leviable where the total income exceeds ₹ 10 crore and @ 7% where the total income exceeds ₹ 1 crore but less than ₹ 10 crore for companies not opting for tax regime u/s. 115BAA and 115BAB.

In case of domestic companies which are liable to pay tax under section 115BAA or section 115BAB: Surcharge @ 10% is leviable

ii. In case of companies other than domestic companies:

Surcharge @ 5% is leviable where the total income exceeds ₹ 10 crores. Surcharge @ 2% where the total income exceeds ₹ 1 crore but less than ₹ 10 crores

iii. In case of individuals, HUF, AOP, BOI:

Surcharge at the rate of 10% is leviable where the total income exceeds ₹ 50 lakhs but does not exceed ₹ 1 crore.

Surcharge at the rate of 15% is leviable where the total income exceeds ₹ 1 crore but does not exceed ₹ 2 crores.

Surcharge at the rate of 25% is leviable where the total income exceeds ₹ 2 crores but does not exceed ₹ 5 crores.

Surcharge at the rate of 37% is leviable where the total income exceeds ₹ 5 crores.

However, for the purpose of income chargeable under section 111A, 112, 112A and 115AD(1)(b) (for income chargeable to tax under the head capital gains), the surcharge rate shall not exceed 15%.

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In case of Firm and Local Authority: Surcharge @12% is leviable where the total income exceeds ₹ 1 crore.

Cess: Cess Health and Education Cess @ 4% is currently leviable in all cases.

THE ABOVE DISCLOSURE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS DISCLOSURE IS NEITHER BINDING ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO THEIR PARTICULAR CIRCUMSTANCES.

Note: The CBDT has vide Notification No. 9/2014 dated January 22, 2014 notified Foreign Portfolio Investors registered under the Securities and Exchange Board of India (FPI) Regulations, 2014 as FII for the purpose of Section 115AD of the IT Act.

Miven Machine Tools Limited - Open Offer | Letter of Offer

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X. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection to the Shareholders at the office of the Manager to the Offer at Centre Point, 605, 6th floor, J.B. Nagar, Andheri-Kurla Road, Andheri (East), Mumbai- 400 059 and electronically (as mentioned below) on any working day ( i.e., Monday to Friday and not being a bank holiday in Mumbai ) between 10:30 a.m. to 1:00 p.m. from the date of opening of the Offer until the closure of this Offer.

The Public Shareholders interested to inspect any of the following documents can send an email from their registered email ids (including shareholding details and authority letter in the event the Public Shareholder is a corporate body) with a subject line [“Documents for Inspection – Miven Machine Tools Limited Open Offer”] , to the Manager to the Open Offer at [email protected]; and upon receipt and processing of the received request, access can be provided to the respective Public Shareholders for electronic inspection of documents:

Certificate of Incorporation, Memorandum and Articles of Association of Target Company.
Certificate dated August 10, 2023 issued by CA. Satya Krishna Koduru, Chartered Accountant ( Membership No.225181 ) partner of A.S.R.V. Prasad & Co. ( Firm registration No. 009983S ), having office at Plot no. 7, Street No.1, Czech Colony, Sanath Nagar, Hyderabad – 500018, India; Email id: [email protected] and bearing UDIN 23225181BGXMSR6020 certifying the net worth of the Acquirer 1.
Certificate dated August 05, 2023 issued by CA. Shubhi Khandelwal, Chartered Accountant ( Membership No. 548733 ), proprietor of Shubhi Khandelwal & Associates ( Firm registration No. 032789N ), having office at C-3/3181, Vasant Kunj, New Delhi - 110070; Email id: [email protected] and bearing UDIN 23548733BGZIPK1358 certifying the liquidity of the Acquirer 1.
Annual reports of the Target Company for the financial years ended March 31, 2023, March 31, 2022, and March 31, 2021.
Copy of Escrow Agreement dated September 07, 2023 between the Acquirers, Manager to the Offer and Escrow Bank.
Copy of letter from the Escrow Bank, confirming the amount kept in the Escrow Account and a lien in favour of the Manager to the Offer.
Statement of funds deposited with the Escrow Bank.
Copy of Share Purchase Agreement dated September 07, 2023, executed between the Acquirers and Sellers which triggered the Open Offer.
Copy of Public Announcement dated September 07, 2023, and published copy of the Detailed Public Statement dated September 13, 2023.
Observation letter bearing reference number SEBI/HO/CFD/DCR-2/P/OW/2023/44132/1 dated November 01, 2023 received from SEBI.
A copy of the recommendation made by the Committee of Independent Directors (IDC) of the Target Company.

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XI. DECLARATION BY THE ACQUIRERS

For the purpose of disclosures in this Letter of Offer relating to the Target Company, the Acquirers have relied on the information provided by the Target Company and have not independently verified the accuracy of details of the Target Company. Subject to the aforesaid, the Acquirers accept full responsibility for the information contained in this Letter of Offer and accept responsibility for the obligations of the Acquirers as laid down in the SEBI (SAST) Regulations. The Acquirers shall be responsible for ensuring compliance with the SEBI (SAST) Regulations and for their obligations as laid down in the SEBI (SAST) Regulations and subsequent amendments made thereto.

ISSUED BY MANAGER TO THE OFFER ON BEHALF OF THE ACQUIRERS

ACQUIRER 1	ACQUIRER 2
Katta Sundeep Reddy Residential Address:Plot no 83/A, Road No. 12, Banjara Hills, Khairatabad, Hyderabad – 500034, Telangana, India Sd/-	Sahil Arora Residential Address:A-3/1, 1st Floor, DLF City Phase I, Chakarpur, Gurgaon – 122002, Haryana, India Sd/-

Place: Gurugram

Date: November 06, 2023

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FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Public Shareholders holding shares in dematerialised form are not required to fill the Form of Acceptance, unless required by their respective Selling Broker. Public Shareholders holding shares in physical form (resident and non-resident) are required to send this Form of Acceptance along with the enclosures to the Registrar to the Offer, at its registered office address provided in the LOF. Capitalized terms and expressions used herein but not defined, shall have the same meaning as ascribed to them in the LOF.)

From	TENDERING PERIOD FOR	THIS OPEN OFFER
Name:
Address:	OPEN OFFER OPENS ON	Monday, November 20, 2023
Tel. No:
Fax:	OPEN OFFER CLOSES ON	Monday, December 04, 2023
Email:

To,

The Acquirers

C/o. Skyline Financial Services Private Limited Unit: Miven Machine Tools Ltd. – Open Offer

D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020, Maharashtra, India. Tel. No.: 011-40450193-97; Fax No.: NA; Email id: [email protected] Website: www.skylinerta.com Investor grievance id: [email protected]; SEBI Registration No.: INR000003241; Contact Person: Anuj Rana

Dear Sir/Madam,

Sub: Open Offer for acquisition of up to 7,50,900 (Seven Lakhs Fifty Thousand and Nine Hundred) Equity Shares of face value of ₹ 10/- (Rupees Ten only) each of Miven Machine Tools Limited (“Target Company”), at a price of ₹ 17.08/- (Rupees Seventeen and Eight Paise only) per Equity Share, from the Public Shareholders of the Target Company, by Katta Sundeep Reddy (“Acquirers 1”) and Sahil Arora (“Acquirers 2”) (hereinafter collectively referred to as the “Acquirers”) (“Offer” or “Open Offer”).

I / We refer to the LOF dated November 06, 2023, for acquiring the Equity Shares held by me / us in the Target Company.
I / We, the undersigned, have read the PA, the DPS, the LOF, and the Offer opening public announcement, and understood their contents, including the terms and conditions mentioned therein, and unconditionally accept the same.
I/We acknowledge and confirm that all the particulars/ statements given herein are true and correct.

DETAILS OF PUBLIC SHAREHOLDER:

Name (in BLOCK LETTERS)	Holder	Permanent Account
		Number(PAN)

(Please write names of the joint holders in the same order as appearing in the Equity Share certificate(s) / demat account)	Sole / First
	Second
	Third
Contact number(s) of the first holder	Tel No. (With STD Code): FaxNo.(withSTDCode):	Mobile No.:
Full address of the first holder (withpincode)
Email address of first holder
Date and place of incorporation (if applicable)

FOR EQUITY SHARES HELD IN PHYSICAL FORM:

I/We, confirm that our residential status under the Income Tax Act is as below ( whichever is applicable).

☐ Resident

☐ Non-Resident

I / We, holding Equity Shares in physical form, accept this Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my / our Equity Shares as detailed below along with enclosures as mentioned herein:

Sr.	Distinctive	Numbers	No. of
No.	From	To	Equity
			Shares
1
2
3
(In case the space provided is inadequate, please attach a separate sheet withthe above details and authenticate the same)		TOTAL

Enclosures ( whichever is applicable)

☐ Duly attested power of attorney, if any person apart from the Public Shareholder, has signed the Form of Acceptancecum- Acknowledgement or Equity Share transfer deed(s)
☐ Original Equity Share certificate(s)
☐ Valid share transfer deed(s), i.e., Form SH-4, duly filled and signed by the transferors
☐ Corporate authorization, in case of companies, along with certified board resolution and specimen signatures of authorized signatories
☐ Duly notarized death certificate and succession certificate / probate / letter of administration (in case of single Shareholder), if the original shareholder has deceased
☐ Self-attested copy of PAN card of all the transferor(s)
☐ Attestation of signature(s) of all holders by Bankers in Form ISR2
☐ Other relevant documents (please specify)

FOR ALL PUBLIC SHAREHOLDERS:

I/We confirm that the Equity Shares which are being tendered herewith by me / us under this Offer are not locked in and are free from any pledges, liens, charges, equitable interests, non-disposal undertakings or any other form of encumbrancesand are being tendered together with all rights attached thereto, including all rights to dividends, bonuses and rights offers, if any, declared hereafter.
I/We declare that there are no restraints/injunctions or other order(s) of any nature which limits/restricts in any manner my/our right to tender Equity Shares in this Offer and that I/we am/are legally entitled to tender the Equity Shares in this Offer.
I/We have obtained any and all necessary consents to tender the Offer Shares on the foregoing basis.
I/We declare that regulatory approvals, if applicable, for holding the Equity Shares and/or for tendering the Equity Shares in this Offer have been enclosed herewith.
I/We confirm that the sale and transfer of the Equity Shares held by me/us will not contravene any applicable law and will not breach the terms of any agreement (written or otherwise) that I/we are a party to. My / Our execution of this Form of Acceptance shall constitute my/our warranty that the Equity Shares comprised in this application are owned by me/us. If any claim is made by any third party in respect of the said Equity Shares, I/we will hold the Acquirers harmless and indemnified against any loss they or either of them may suffer in the event these Equity Shares are acquired by the Acquirers.
I/We agree that the Acquirers will pay the consideration as per secondary market mechanism only after verification of the documents and signatures, as applicable, submitted along with this Form of Acceptance. I / We undertake to return to the Acquirers any Open Offer consideration that may be wrongfully received by me / us.
I/We confirm that I / We are not persons acting in concert or persons deemed to be acting in concert with the Acquirers and/or the PAC.
I/We give my/our consent to the Acquirers to file any statutory documents on my/our behalf in relation to accepting the Equity Shares in this Offer. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my/our tender/offer and agree to abide by any decision that may be taken by the Acquirers to effectuate this Offer in accordance with the SEBI (SAST) Regulations.
I/We confirm that I / we are in compliance with the terms of the Open Offer set out in the PA, the DPS, and the LOF.
I/We am / are not debarred from dealing in shares or securities, including Equity Shares.
I/We confirm that I / we have neither received any notice, nor have been subject to any investigation or inspection from anytax authority and there are no pending audits, examinations or assessments for or relating to any liability in respect of Tax. I/We are not involved in a dispute, litigation or claim in relation to Tax paid or payable in India. There are no pending tax proceedings and / or outstanding tax demands (disputed or otherwise) against me / us under the IT Act that can adversely affect the transfer of the Company Shares under the IT Act including but not limited to Section 281 of the IT Act.
I / We confirm that in the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided / to be provided by me / us , or as a result of income tax (including any consequent interest and penalty) on the capital gains arising from tendering of the Equity Shares, I / we will indemnify the Acquirers for such income tax demand (including interest, penalty, etc.) and provide the Acquirers with all information / documents that may be necessary and co-operate in any proceedings before any income tax / appellate authority.
I/We note and understand that the Equity Shares will be held by the Registrar to the Offer/Clearing Corporation in trust for me/us till the date the Acquirers makes payment of consideration as mentioned in the LOF, or the date by which other documents are dispatched to the Public Shareholders, as the case may be. I / We also note and understand that the consideration will be paid only to those Shareholders who have validly tendered their Equity Shares in this Offer, in accordancewith the terms of the LOF.
I / We authorise the Acquirers to accept the Equity Shares so offered or such lesser number of Equity Shares which the Acquirers may decide to accept in consultation with the Manager to the Offer and the Registrar to the Offer and in terms of the LOF.
I/ We further authorize the Acquirers to return to me / us, Equity Shares in respect of which this Offer is not found valid / not accepted without specifying the reasons thereof. In case of Public Shareholders holding Equity Shares in physical form, I/we further agree to receive a single share certificate for the unaccepted Equity Shares in physical form.

I/We confirm that my/our	status as a shareholder is	( whichever is applicable):	( whichever is applicable):
Individual	Foreign Company	FII/FPI - Corporate	FII/FPI - Others	FVCI
Foreign Trust	Private Equity Fund / AIF	Pension/ Provident Fund	Sovereign Wealth Fund	Partnership/ Proprietorship Firm
Financial Institution	NRIs/PIOs- Repatriable	NRIs/ PIOs - non Repatriable	OCB	QFI
Domestic Company	Domestic Trust	Insurance Company	Banks	Others –please Specify
Indian Mutual Funds	HUF	Indian Venture Capital Fund

FOR NRIs/ OCBs/ FIIs AND SUB-ACCOUNTS/ OTHER NON-RESIDENT SHAREHOLDERS:

I/We confirm that my/our investment status is ( whichever is applicable):

☐ FDI Routes
☐ PIS Route ☐ Any other – please specify

I/We confirm that Equity Shares tendered by me/us are held on ( whichever is applicable):

☐ Repatriable basis
☐ Non-repatriable basis

I/We confirm that ( whichever is applicable):

☐ No RBI, FIPB or other regulatory approval was required by me for holding Equity Shares that have been tendered in this Open Offer and the Equity Shares are held under general permission of the RBI
☐ Copies of all approvals required by me for holding Equity Shares that have been tendered in this Open Offer are enclosed herewith
☐ Copy of RBI Registration letter taking on record the allotment of shares to me/us is enclosed herewith

I/We confirm that ( whichever is applicable):

☐ No RBI, FIPB or other regulatory approval is required by me for tendering the Equity Shares in this Open Offer ☐ Copies of all approvals required by me for tendering Equity Shares in this Open Offer are enclosed herewith