Paramount Communications Ltd. — Major Shareholding Notification 2024

Feb 12, 2024

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February 12, 2024

The General Man,ager Manager - Listing Compliance Listing Department National Stock Exchange of SSE Limited India Limited P.J. Towers, Dalal Street Exchange Plaza, Sandra - Kurla Mumbai - 400 001 Complex, Sandra (E), Mumbai - 400 051

Ref: Paramount Communications Limited (Scrip Code: 530555) Sub: Report under Regulation 10 (7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir,

Please find attached the report under Regulation 10(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, received from Hertz Electricals (International) Private Limited, Acquirer and forms part of Promoter group of the Company, in connection with the acquisition of shares-of Paramount Communications Limited due to inter-se transfer of shares among promoter group on account of approved scheme of Amalgamation of Ekta Ayat Niryat Private Limited, Worth Finance and Leasing Private Limited, Mathran Shares and Securities Private Limited , April Investment and Finance Private Limited with Hertz Electricals ( International) Private Limited vide NCL T Order.

Request you to please take the same on records.

Thanking You. Yours Sincerely, For and on behalf of Paramount Communications Limited

RASHI Digitally signed by RASHI GOEL Rashi Goel Date: Company Secretary and Compliance Officer 2024.02.12 GOEL 09:58:03 +05'30'

Place: New Delhi Date: 12.02.2024

Paramount Communications Lid

Paramount House

KH - 433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi - 110037, India t: +91 11 45618800 pcl@paramountcables.com www.paramountcables.com

CIN: L74899DL 1994PLC061295

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CIN: U74899DL1980PTC010970 Regd. office- M5A, Bahubali, 1[st] Floor, Block-59, Plot no- 59/17, New Rohtak Road, Karol Bagh, Delhi110005

February 09, 2024 The General Manager Manager - Listing Compliance Listing Department National Stock Exchange of BSE Limited India Limited P.J. Towers, Dalal Street Exchange Plaza, Bandra - Kurla Mumbai - 400 001 Complex, Bandra (E), Mumbai - 400 051

Ref: Paramount Communications Limited (Scrip Code: 530555) Sub: Report under Regulation 10 (7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir,

Please find attached the report under Regulation 10(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in connection with the acquisition of shares of Paramount Communications Limited due to inter-se transfer of shares among promoter group on account of approved scheme of Amalgamation of Ekta Ayat Niryat Private Limited, Worth Finance and Leasing Private Limited, Mathran Shares and Securities Private Limited , April Investment and Finance Private Limited with Hertz Electricals ( International) Private Limited vide NCLT Order.

The report under Regulation 10(6) of the Takeover Regulations has been filed with stock exchanges on January 17, 2024.

The applicable fees of Rs. 1,50,000 plus GST is paid as under:

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Complete Name of the remitter entity / person Hertz Electricals (International) Private
Limited
Address of the entity / person M5A, Bahubali, 1st Floor, Block-59 Plot
No.- 59/17, New Rohtak Road,
Karol Bagh Delhi 110005
Address from where the payment is discharged South Indian Bank, Naraina Vihar, New Delhi-
110028
Date of remittance 09.02.2024
Fees Amount Rs. 1,50,000
GST Amount Rs. 27,000
Total Amount remitted Rs. 1,77,000
GST Calculation (in %) 18%
GST Registration No. (if available) No
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CIN: U74899DL1980PTC010970 Regd. office- M5A, Bahubali, 1[st] Floor, Block-59, Plot no- 59/17, New Rohtak Road, Karol Bagh, Delhi110005

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Bank Account No. of SEBI to which remittance is made AVEP113173246743
Transaction/UTR Number SIBLN24040126087 dated 09.02.2024
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Request you to please take the same on records.

Thanking You. Yours Sincerely, For and on behalf of Hertz Electricals (International) Private Limited

Tushar Digitally signed by Tushar Aggarwal Tushar Aggarwal Aggarw Date: Director 2024.02.09 DIN No. 03454716 al 17:53:26 +05'30' Place: New Delhi Date: 09.02.2024 CC: Paramount Communications Limited

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CIN: U74899DL1980PTC010970 Regd. office- M5A, Bahubali, 1[st] Floor, Block-59, Plot no- 59/17, New Rohtak Road, Karol Bagh, Delhi110005

Format under Regulation 10(7) – Report to SEBI in respect of any acquisition made in reliance up on exemption provided for in Regulation 10(1)(d)(iii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

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1 General Details
a. Name, address, telephone no., e-mail of Hertz Electricals (International) Private Limited
Acquirer(s) {In case there are multiple acquirers, M5A, Bahubali, 1st Floor, Block-59 Plot
provide full contact details of any one acquirer No.- 59/17, New Rohtak Road,
(the correspondent acquirer) with whom SEBI Karol Bagh Delhi 110005
shall correspond.} Phone No .: +91 011 28721434-35
Email : associatecompanies45@gmail.com
b. Whether sender is the acquirer (Y/N) Yes
c. If not, whether the sender is duly authorized by NA
the acquirer to act on his behalf in this regard
(enclose copy of such authorization)
d. Name, address, Tel no. and e-mail of sender, if NA
sender is not the acquirer
2 Compliance of Regulation 10(7)
a. Date of report February 09, 2024
b. Whether report has been submitted to SEBI within Yes
21 business days from the date of the acquisition
c. Whether the report is accompanied with fees as Yes
required under Regulation 10(7)
3 Compliance of Regulation 10(6 )
a. Whether the report has been filed with the Stock Yes
Exchanges where the shares of the Company are
listed within 4 business days of the acquisition
b. Date of Report January 16, 2024
4 Details of the Target Company (TC)
a. Name & address of TC Paramount Communications Limited
Paramount House,
KH-433, Maulsari Avenue,
Westend Greens, Rangpuri
New Delhi – 110 037
b. Name of the Stock Exchange(s) where the shares of BSE Limited & National Stock Exchange of India
the TC are listed Limited
5 Details of the acquisition
a. Date of acquisition January 10, 2024
b. Acquisition price per share (in Rs.) Nil consideration. The shares are acquired
pursuant to Scheme of Amalgamation
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CIN: U74899DL1980PTC010970 Regd. office- M5A, Bahubali, 1[st] Floor, Block-59, Plot no- 59/17, New Rohtak Road, Karol Bagh, Delhi110005

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c. Regulation which would have been triggered off, Regulation 3(2)
had the report not been filed under Regulation
10(7). (whether Regulation 3(1), 3(2), 4 or 5)
d. Shareholding of acquirer/s and PACs individually Before the acquisition After the acquisition
in TC (in terms of no: & as a percentage of the
total share capital of the TC)
No. of % w.r.t No. of %
Shares () total Shares w.r.t
share total
capital share
/ capita
voting l /
rights voting
of TC rights
of
TC^
a. Each Acquirer / Transferee()
Hertz Electricals (International) Private Limited 18,050 0.01 4,64,93,302 16.63
Total 18,050 0.01 4,64,93,302 16.63
b. Each Seller / Transferor
April Investment and Finance Private Limited * 4,20,40,172 15.04 - -
Worth Finance and Leasing Private Limited 44,24,330 1.58 - -
Ekta Ayat Niryat Private Limited 10,750 0.00 - -
Mathran Shares and Securities Private Limited - - - -
Total 4,64,93,302 16.63 4,64,93,302 16.63
6 Information specific to the exemption category to which the instant acquisition belongs -
Regulation 10(1)(d)(iii)
a. Confirm that the scheme is approved by the It was approved by NCLT, New Delhi bench vide
order of a court or any other competent order dated August 01, 2023.
Authority
b. Attached copy of the order mentioned above. The copy of order is enclosed as Annexure A.
c. Total consideration paid under the scheme. Nil consideration. The shares are acquired
pursuant to Scheme of Amalgamation
d. Component of cash and cash equivalents in the There was nil consideration as the shares were
total consideration paid under the scheme. allotted pursuant to merger of Transferor
Companies in Transferee Company.
Whether the same is less than twenty-five
percent of the total consideration paid under the Yes
scheme? (Y/N)
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CIN: U74899DL1980PTC010970 Regd. office- M5A, Bahubali, 1[st] Floor, Block-59, Plot no- 59/17, New Rohtak Road, Karol Bagh, Delhi110005

	e.	After the implementation of the scheme, whether the persons who are directly or indirectly holding at least thirty-three per cent of the voting rights in the combined entity are the same as the persons who held the entire voting rights before the implementation of the scheme? (Y/N). Please furnish relevant details including the name of such persons as well as their stake in the combined entity.	Yes. The persons who are directly or indirectly holding at least thirty-three per cent of the voting rights in the combined entity are the same as the persons who held the entire voting rights before the implementation of the scheme. The details of promoter and promoter group is enclosed asAnnexure B.
	f.	Whether the acquirers as well as sellers have complied with the provisions of Chapter V of the Takeover Regulations (corresponding provisions of the repealed Takeover Regulations 1997) (Y/N). If yes, specify applicable regulation/s as well as date on which the requisite disclosures were made along with the copies of the same.	Yes. Details for last 8 financial years from 2013- 2014 till date are enclosed asAnnexure C.
	g.	Declaration by the acquirer that all the conditions specified under regulation 10(1) (d)(iii) with respect to exemptions has been duly complied with.	Declaration is enclosed asAnnexure D.

Note:

(*) The Scheme of Amalgamation of Ekta Ayat Niryat Private Limited (“Transferor Company 1”), Worth Finance and Leasing Private Limited (“Transferor Company 2”), Mathran Shares and Securities Private Limited (“Transferor Company 3”), April Investment and Finance Private Limited (“Transferor Company 4”) (the Transferor Company 1, Transferor Company 2, Transferor Company 3 and Transferor Company 4 are collectively referred to as the “Transferor Companies”) and Hertz Electricals (International) Private Limited (“Transferee Company”) was approved by the Hon’ble NCLT, New Delhi Bench vide order dated NCLT Order August 01, 2023. Pursuant to said Scheme, the Transferor Companies shall stand amalgamated with Transferee Company and will dissolve winding up. The Transferor Companies holds shares of the Paramount Communications Limited (Target Company) which were transferred to Transferee Company on January 10, 2024. Further, April Investment and Finance Private Limited, Transferor Company 4, holds 4,20,40,172 shares in Paramount Communications Limited (Target Company). Out of which, 2,90,00,000 shares are under lock-in and 1,27,84,712 shares are pledged with M/S Invent Assets Securitisation & Reconstruction Private Limited. Hence, the total of 4,17,84,712 shares will be transferred on receipt of approval from depositories and / or pledgee, as the case may be and forms part of the above mentioned transfer transaction.

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CIN: U74899DL1980PTC010970 Regd. office- M5A, Bahubali, 1[st] Floor, Block-59, Plot no- 59/17, New Rohtak Road, Karol Bagh, Delhi110005

(**) Shareholding of each entity shall be shown separately and then collectively in a group.

(^) The Target Company in its Share Allotment Committee meeting(s) held on following dates has equity shares of the Company through preferential allotment. However, the listing approval is pending for the said shares. Hence, postacquisition shareholding percentage does not include these shares.

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S.N Date of Share No. of Shares Nature of Allotment
o. Allotment Allotted
Committee
Meeting
1 25.01.2024 17,00,000 Consequent to conversion of warrants into equal
number of equity shares to non- promoters on
Preferential Basis
2 29.01.2024 2,03,74,980 Equity Shares on Preferential Basis to Non-promoters
3 07.02.2024 12,50,000 Equity Shares on Preferential Basis to Non-promoters
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We hereby declare that the information provided in the instant report is true and nothing has been concealed therefrom.

Signature:

Digitally signed Tushar Aggarwal Tushar by Tushar Director Aggarwal Date: 2024.02.09 DIN No. 03454716 Aggarwal 17:53:49 +05'30'

Date: 09.02.2024

Place: New Delhi