NOCIL Ltd — Major Shareholding Notification 2021

Mar 31, 2021

Gurukripa Trust Mafatlal Bunglow,10, Altamount Road, Cumballa Hill, Mumbai - 400026

Date: March 31, 2021

To,

The Manager,

	BSE Limited Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 ScripCode: 500730	National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra-Kurla Complex, Bandra(E), Mumbai- 400051 Symbol: NOCIL

Sub: Disclosure in terms of Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir/ Madam,

Notice is hereby given under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in respect of the shares allotted pursuant to the Scheme of Amalgamation of Suremi Trading Private Limited and Sushripada Investments Private Limited with NOCIL Limited and their respective Shareholders (‘the Scheme’), as approved by the Hon’ble National Company Law Tribunal, Mumbai Bench vide its Order delivered on 3[rd] March, 2021 (which became effective on 19[th] March 2021).

You are requested to kindly take note of the above.

Hrishikesh A. Mafatlal

as a Trustee of Gurukripa Trust

CC: NOCIL Limited

Mafatlal House, H.T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai 400 020

DISCLOSURE UNDER REGULATION 29(2) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

PART A: Details of the Acquisition

Name of the Target Company (TC)	NOCIL Limited	NOCIL Limited	NOCIL Limited
Name(s) of the acquirer and Persons acting in Concert (PAC) with the acquirer	Hrishkesh A. Mafatlal as a Trustee of Gurukripa Trust
Whether the acquirer belongs to promoter / promoter group	The acquirer is a part of the promoter group
Name(s) of the Stock Exchange(s) where the shares of TC are Listed	1. The National Stock Exchange of India Limited (NSE) 2. BSE Limited (BSE)
Details of the acquisition as follows	Number	% w.r.t. total share/~~voting~~ capital wherever applicable(*)	% w.r.t. total diluted share/~~voting~~ capital of the TC (**)
Before the acquisition under consideration, holding of acquirer along with PACs: a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien/ non- disposal undertaking/ others) c) Voting rights (VR) otherwise than by shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category)	100 (Individually) 5,63,91,184 (Together with PAC) NIL NIL NIL	0.00% (Individually) 33.93% (Together with PAC) NIL NIL NIL	0.00% (Individually) 33.93% (Together with PAC) NIL NIL NIL
e) Total (a+b+c+d)	5,63,91,184	33.93%	33.93%
Details of acquisition: a) Shares carrying voting rights acquired b) VRs acquired otherwise than by shares	3,03,26,682 NIL	18.25% NIL	18.25% NIL

c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired d) Shares in the nature of encumbrance (pledge/ lien/ non- disposal undertaking/ others)	NIL NIL	NIL NIL	NIL NIL
e) Total (a+b+c+d)	3,03,26,682	18.25%	18.25%
After the acquisition, holding of acquirer along with PACs: a) Shares carrying voting rights b) VRs otherwise than by shares c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition d) Shares in the nature of encumbrance (pledge/ lien/ non- disposal undertaking/ others)	3,03,26,782 (Individually) 5,63,91,184# (Together with PAC) NIL NIL NIL	18.25% (Individually) 33.93%# (Together with PAC) NIL NIL NIL	18.25% (Individually) 33.93%# (Together with PAC) NIL NIL NIL
e) Total (a+b+c+d)	5,63,91,184	33.93%	33.93%
Mode of acquisition (e.g. open market / off-market / public issue / rights issue / preferential allotment / inter-se transfer etc).	Issue of shares pursuant to the Scheme of Amalgamation of Suremi Trading Private Limited and Sushripada Investments Private Limited with NOCIL Limited and their respective Shareholders, as approved by the Hon’ble National Company Law Tribunal, Mumbai Bench vide its Order delivered on 3rd March, 2021 (which became effective on 19thMarch 2021)
Date of acquisition of/ date of receipt of intimation of allotment of shares / VR/ warrants/convertible securities/any other instrument that entitles the acquirer to receive shares in the TC.	March 30, 2021
Equity share capital / total voting capital of the TC before the said acquisition	Rs. 1,66,21,91,300 (16,62,19,130 Equity Shares of INR 10 each)
Equity share capital/ total voting capital of the TC after the said	Rs. 1,66,21,91,300 (16,62,19,130 Equity Shares of INR 10 each)

acquisition
Total diluted share/voting capital of the TC after the said acquisition	Rs. 1,66,21,91,300 (16,62,19,130 Equity Shares of INR 10 each)

Note:

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (erstwhile Clause 35 of the listing Agreement).

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into Equity Shares of the TC.

(#) Pursuant to the Scheme of Amalgamation of Suremi Trading Private Limited (‘Suremi’) and Sushripada Investments Private Limited (‘Sushripada’) with NOCIL Limited (‘NOCIL’), 2,15,99,859 equity shares held by Suremi in NOCIL and 95,17,830 equity shares held by Sushripada in NOCIL were cancelled and same number of shares were issued and allotted to the shareholders of Suremi and Sushripada in the proportion of their shareholding in Suremi and Sushripada respectively. Further there is no change in the total promoter shareholding of NOCIL pursuant to the above-mentioned transfer.

Date: March 31, 2021

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Hrishikesh A. Mafatlal as a Trustee of Gurukripa Trust