Prime Focus Limited — Capital/Financing Update 2021

Jan 1, 2021

BANGALORE BEIJING CAPE TOWN CHANDIGARH DELHI GOA HYDERABAD JOHANNESBURG KOLKATA LONDON LOS ANGELES MUMBAI NEW YORK SINGAPORE TORONTO VANCOUVER

Date: January 1, 2021

Phiroze Jeeyjeebhoy Towers Exchange Plaza, Mumbai 400 001 Mumbai — 400 051 E-mail: corp.relations @bseindia.com E-mail: takeover @nse.co.in (Scrip code: 532748) (Symbol: PFOCUS)

BSE Limited National Stock Exchange of India Limited Dalal Street, Fort Bandra-Kurla-Complex, Bandra (East)

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

This is in furtherance with the communication received from Keynote Financial Services Limited (Keynote) wherein they had filed the Public Announcement with the stock exchanges dated December 24, 2020.

We hereby inform you that Prime Focus Limited (Company) has received a communication (dated January 1, 2021) from Keynote, that "Detailed Public Statement (DPS)" in terms of Regulation 14(3) of SEBI (SAST) Regulations, 2011, has been published in Financial Express (English National Daily), Jansatta (Hindi National Daily) and Mumbai Lakshdeep (Regional Language Daily at the place of the registered office of the Company is situated & at the place of Stock Exchange where the maximum volume of trading in equity shares of the Company are recorded.)

The copy of the Detailed Public Statement received from Keynote is enclosed for your information.

We request you to take the same on record.

Sincerely,

For Prime Focus Limited

Parina Shah Company Secretary & Compliance Officer Prime Focus Limited

Encl: As above

FINANCIAL EXPRESS

$14$

DETAILED PUBLIC STATEMENT IN TERMS OF REGULATION 3(2) READ WITH REGULATION 13(4), 14(3) AND 15(2) AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, TO THE PUBLIC SHAREHOLDERS OF

PRIME FOCUS LIMITED

Registered Office: Prime Focus House, Linking Road, Opp. Citi Bank, Khar (West), Mumbai, Maharashtra, 400052; CIN: L92100MH1997PLC108981; Tel No: 022-67155000; Fax No: 022-67155001 / 67155100; Website: www.primefocus.com

Open offer for acquisition of up to 8,23,71,046 (Eight Crores Twenty Three Lakh Seventy One Thousand Forty Six) fully paid up equity shares of face value of INR 1 (Rupee One) each of Prime Focus Limited ("Target Company"), representing 26% of the Expanded Voting Share Capital (as defined below) of the Target Company, from the Public Shareholders (as defined below) by A2R Holdings ("Acquirer") along with ARR Studio Private Limited ("PAC 1") and Mr. Namit Malhotra ("PAC 2", together with PAC 1, "PACs") acting in their capacity as persons acting in concert with the Acquirer ("Offer" / "Open Offer")

This detailed public statement ("DPS") is being issued by Keynote Financial Services Limited (formerly known as Keynote Corporate Services Limited), the manager to the Offer ("Manager"), for and on behalf of the Acquirer and the PACs, in compliance with Regulation 3(2) read with Regulations 13(4), 14(3), 15(2) and 15(3), and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations"), pursuant to the public announcement dated December 24, 2020 ("PA") in relation to this Offer, which was filed with BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE", and together with BSE, "Stock Exchanges"). The PA was sent to the Securities and Exchange Board of India ("SEBI") on December 24, 2020, and to the Target Company on December 24, 2020, in terms of the SEBI (SAST) Regulations.

For the purpose of this DPS, the following terms have the meanings assigned to them below:

"Credit Suisse" means Credit Suisse AG, Singapore Branch;

"Expanded Voting Share Capital" means the total voting equity share capital of the Target Company on a fully diluted basis as of the 10th (Tenth) working day from the closure of the tendering period of the Open Offer. This includes all the 1,75,62,734 (One Crore Seventy Five Lakh Sixty Two Thousand Seven Hundred Thirty Four) outstanding employee stock options granted to the employees of the Target Company and its subsidiaries, as on March 31, 2020. There have been no employee stock options granted by the Target Company post financial year 2016-17.

"Equity Shares" means fully paid up equity shares of face value of INR 1 (Rupee One) each of the Target Company;

"IDBI" means IDBI Trusteeship Services Limited:

"Public Shareholders" means all the public shareholders of the Target Company, and for the avoidance of doubt. excluding: (i) the members of the promoter and promoter group of the Target Company; (ii) the Acquirer and the PACs; (iii) the parties to the SPA (as defined below); and (iv) any persons deemed to be acting in concert with any of them as at the time of the Offer:

"Seller" means IDBI, acting in its capacity as debenture trustee on behalf of and for the benefit of Credit Suisse;

"SPA" means the share purchase agreement, dated December 24, 2020, entered into by the Acquirer and the Seller, and "Working Day" means a working day of SEBI, in Mumbai.

• ACQUIRER, PACs, SELLERS, TARGET COMPANY AND OFFER
• Details of the Acquirer, PAC 1 and PAC 2 А.
• Acquirer-A2R Holdings
• $1.1.$ The Acquirer is a private limited company incorporated on October 22, 2020, under the laws of Mauritius (company registration number: 176037). The name of the Acquirer has not changed since its incorporation.
• $1.2.$ The registered office of the Acquirer is situated at C/o. Amicorp (Mauritius) Limited, 6th Floor, Tower I, Nexteracom Building, Ebene, Mauritius.
• $1.3.$ The Acquirer currently does not conduct any business activity, and has been incorporated to act as an investment holding company.
• 1.4. The share capital of the Acquirer is USD 100 (United State Dollars One Hundred) comprising of 100 (Hundred) ordinary shares.
• The Acquirer is wholly owned by Mr. Namit Malhotra (PAC 2). Mr. Namit Malhotra (PAC 2) also holds 99.99% $1.5.$ shares of PAC 1.
• The shares of the Acquirer are not listed on any stock exchange. $1.6.$
• $1.7.$ As on the date of this DPS, the Acquirer has not been prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of the Securities and Exchange Board of India Act, 1992, as amended ("SEBI Act") or under any other regulations made under the SEBI Act.

Details of the Target Company: Prime Focus Limited

C.

$\overline{2}$

客

D.

4

$\overline{7}$

$\mathbf{Q}$

$17.$

$\tilde{2}$

• Prime Focus Limited is a public limited company incorporated on June 24, 1997 as 'Prime Focus Private Limited' under the Companies Act, 1956. On April 24, 2000, the name of the Target Company was changed to 'Prime Focus Limited'. There has been no change in the name of the Target Company in the last 3 (three) years.
• The registered office of the Target Company is situated at Prime Focus House, Linking Road, Opp. Citi Bank, Khar (West), Mumbai - 400 052, Maharashtra. The corporate identification number of the Target Company is L92100MH1997PLC108981
• The Equity Shares of the Target Company are listed on BSE (SCRIP CODE: 532748) and NSE (Symbol: PFOCUS). The ISIN of the Target Company is INE367G01038.
• The principal business activity of the Target Company is providing end to end creative services, technology services, production services and post-production services to the media and entertainment industry.
• As of the date of this DPS, the authorized share capital of the Target Company is INR 45,00,00,000 (Rupees Forty Five Crores) divided into 45,00,00,000 (Forty Five Crores) Equity Shares. As of the date of this DPS, the subscribed and fully paid-up equity share capital of the Target Company is INR 29,92,48,978 (Rupees Twenty Nine Crores Ninety Two Lakhs Forty Eight Thousand Nine Hundred Seventy Eight) comprising 29,92,48,978 (Twenty Nine Crores Ninety Two Lakhs Forty Eight Thousand Nine Hundred Seventy Eight) fully paid-up Equity Shares.
• As on March 31, 2020 there were 1,75,62,734 (One Crore Seventy Five Lakhs Sixty Two Thousand Seven Hundred and Thirty Four) outstanding employee stock options granted to employees of the Target Company and its subsidiaries. There have been no employee stock options granted by the Target Company post financial year 2016-17.
• The Equity Shares of the Target Company are not frequently traded within the meaning of explanation provided in Regulation 2(1)(j) of the SEBI (SAST) Regulations.
• 1. The key financial information of the Target Company is as below. This is based on its audited consolidated financial statements, as at and for the financial years ended March 31, 2020, March 31, 2019 and March 31, 2018 audited by Deloitte Haskins & Sells, the statutory auditors of the Target Company, and the unaudited consolidated financials as at and for the six month period ended September 30, 2020, which have been subject to limited review by Deloitte Haskins & Sells, the statutory auditors of the Target Company.

(INR in Crores, except earnings per share data)

Particulars	Financial yearended onMarch 31, 2020	Financial yearended onMarch 31, 2019	Financial yearended onMarch 31, 2018	As at andfor the six-month endedSeptember30, 2020
Total income (including other income)	3,013.24	2,663.74	2.291.92	1,264.58
Profit after tax (loss)	(153.88)	(32.95)	(44.40)	5.71
Equity share capital	29.92	29.92	29.92	29.92
Reserves and surplus	362.50	415.95	463.17	379.79
Earnings per Equity Share (afterexceptional items) (net of Tax)
Basic	(5.14)	(1.10)	(1.49)	0.19
Diluted	(5.14)	(1.10)	(1.49)	0.19
Net worth /shareholders' funds	392.42	528.37	575.59	409.71

Details of the Offer

This Offer is a mandatory offer being made under Regulation 3(2) and other applicable provisions of the SEBI (SAST) Regulations, pursuant to the proposed acquisition of shares and voting rights, by the Acquirer, in the

• 7,32,99,666 (Seven Crore Thirty Two Lakh Ninety Nine Thousand Six Hundred and Sixty Six) Equity $(a)$ Shares, constituting 23.14% of the Expanded Voting Share Capital ("Tranche 1 Shares"), upon completion of the Open Offer and other conditions precedents (unless waived) ("Tranche 1 Sale"). The Seller holds the Tranche 1 Shares pursuant to an invocation of pledge created by Reliance Mediaworks Financial Services Private Limited ("Pledgor"), in favour of the Seller; and
• 3,16,39,695 (Three Crore Sixteen Lakh Thirty Nine Thousand Six Hundred and Ninety Five) Equity $(b)$ Shares, constituting 9.99% of the Expanded Voting Share Capital ("Tranche 2 Shares"), upon completion of the Tranche 1 Sale. As on the date of this DPS, the Tranche 2 Shares are pledged in favour of the Seller (acting in its capacity as debenture trustee on behalf of and for the benefit of Credit Suisse), by the Pledgor. Such Tranche 2 Shares form part of the Sale Shares proposed to be sold by the Seller to the Acquirer, under the SPA, and as per the terms of the SPA, the Seller shall exercise its rights as a pledgee to enable the sale of such Equity Shares to the Acquirer.
• The SPA also sets forth the terms and conditions on which the Seller has agreed to sell, and the Acquirer has agreed to purchase, the Sale Shares, and the respective rights and obligations of the Seller and the Acquirer in this respect.
• The salient features of the SPA are as follows:

$4.5.$

• 4.1. As on the date of execution of the SPA, the Seller held the Tranche 1 Shares, which have been acquired by the Seller pursuant to invocation of pledge (in calendar year 2019) over such Tranche 1 Shares, created by the Pledgor, in favour of the Seller as security (amongst other securities) for the listed, rated non-convertible debentures aggregating to INR 6,50,00,00,000 (Rupees Six Hundred Fifty Crore) issued by the Pledgor to Credit Suisse ("NCDs").
• $4.2$ The consummation of the Tranche 1 Sale (i.e. sale of the Tranche 1 Shares by the Seller to the Acquirer) is proposed after the completion of the Open Offer, subject to satisfaction of the other conditions precedent set out in the SPA (unless waived in accordance with the provisions thereof) in this behalf, including:
  • the Acquirer and the Seller having all requisite approvals in place for the Underlying Transaction; $(a)$
  • $(b)$ the Seller having obtained a letter of authorisation from Credit Suisse, authorising the Seller to transfer the First Tranche Sale Shares to the Purchaser:
  • no material adverse effect shall have occurred; $(c)$
  • $(d)$ the Acquirer having obtained a valuation report certifying the fair value of the Sale Shares, from a reputable Chartered Accountant or the Manager to the Offer.
• $4.3.$ The Seller holds pledge over the Tranche 2 Shares, as security (among other securities) for the NCDs. Such Tranche 2 Shares form part of the Sale Shares proposed to be sold by the Seller to the Acquirer, under the SPA. As per the terms of the SPA, the Seller will be exercising its rights of a pledgee over the Tranche 2 Shares and acquire such Tranche 2 Shares, within 7 (Seven) business days of the Tranche 1 Sale, to enable the sale of such Equity Shares to the Acquirer. The Tranche 2 Shares are proposed to be sold by the Seller to the Acquirer, after completion of (a) the Tranche 1 Sale; and (b) the conditions set out in Paragraph 4.2 above (unless waived in accordance with the provisions thereof), as applicable with respect to the Tranche 2 Shares, in terms of the SPA.
• $4.4.$ The consideration payable by the Acquirer to the Seller for acquisition of the Sale Shares is INR 44.15 (Rupees Forty Four and Fifteen paisa) per Sale Share ("Sale Share Price"), aggregating to INR 463,30,00,000 (Rupees Four Hundred Sixty Three Crore Thirty Lakh), under the SPA. Further, in terms of the SPA, in the event the Offer Price is higher than the Sale Share Price, then difference between the Offer Price and the Sale Share Price shall be payable by the Acquirer to the Seller in respect of the Sale Shares, and the same shall form an integral part of the Sale Share Price.
  • The SPA may be terminated on account of the certain events, including:
  • Failure of the Acquirer to remit the purchase consideration for acquisition of the Tranche 1 Shares $(a)$ and/or the Tranche 2 Shares, within the prescribed timelines;

1.8. The Acquirer is part of the promoter and promoter group of the Target Company. As on the date of this DPS, the 2. Acquirer holds 27,505,995 (Two Crores Seventy Five Lakhs and Five Thousand and Nine Hundred and Ninety Five) Equity Shares, representing 8.68% of the Expanded Voting Share Capital of the Target Company

Further, as on the date of this DPS, Mr. Namit Malhotra (PAC 2), who is a director of the Acquirer and holds the entire shareholding of the Acquirer, is disclosed as one of the promoters of the Target Company and is also a non-executive director on the board of directors of the Target Company ("Board of Directors"). In addition, Mr. Naresh Malhotra, father of Mr. Namit Malhotra (PAC 2), is Chairman Emeritus and one of the promoters of the Target Company, and is also a whole-time director on the Board of Directors. Other than the above and the Underlying Transaction (as defined below), the Acquirer, and its directors and key employees have no relationship with or interest in the Target Company

• Other than Mr. Namit Malhotra (i.e. PAC 2), there are no common directors on the board of the Acquirer and the 1.9. Board of Directors.
• $1.10.$ The Acquirer is a newly incorporated company (incorporated on October 22, 2020), and this is its first year of operations. Accordingly, no financial statements of the Acquirer are available.
• $\mathbf{2}$ Details of the PACs

$2.1.$ PAC 1 - ARR Studio Private Limited

• $2.1.1.$ PAC 1 is a private limited company incorporated on October 15, 2020, in India, under the Companies Act, 2013 (CIN No: U74999MH2020PTC348000). The name of PAC 1 has not changed since its incorporation.
• The registered office of PAC 1 is situated at 201, Priyanka Apartments, N.S. 6th Road, J.V.P.D. Scheme, Juhu, $2.1.2.$ Mumbai - 400 056
• $2.1.3.$ PAC 1 has been incorporated to undertake the business of post-production services, camera rental and production services. PAC 1 has not commenced any business activities, as on the date of this DPS.
• The authorised share capital of PAC 1 is INR 1,00,000 (Rupees One Lakh) divided into 10,000 (Ten Thousand) $2.1.4.$ equity shares of INR 10 (Rupees Ten) each, and the paid-up share capital of PAC 1 is INR 100,000 (Rupees One Lakh) comprising of 10,000 (Ten Thousand) equity shares of INR 10 (Rupees Ten) each
• $2.1.5.$ Mr. Namit Malhotra (PAC 2) holds 99.99% shareholding of PAC 1, which he acquired from Mr. Naresh Malhotra on December 26, 2020. He also holds 100% shareholding of the Acquirer.
• $2.1.6.$ Mr. Naresh Malhotra (father of Mr. Namit Malhotra (PAC 2)) is on the board of directors of PAC 1. Ms. Neeta Malhotra (mother of Mr. Namit Malhotra (PAC 2)) is on the board of directors of PAC 1 and holds 0.01% shareholding of PAC 1.
• The shares of PAC 1 are not listed on any stock exchange. $2.1.7.$
• $2.1.8.$ As on the date of this DPS, PAC 1 has not been prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
• $2.1.9.$ PAC 1 is part of the promoter and promoter group of the Target Company, and as on the date of this DPS, does not hold any Equity Shares in the Target Company. Mr. Namit Malhotra (PAC 2), who holds 99.99% shareholding of PAC 1, is disclosed as one of the promoters of the Target Company and is also a non-executive director on the Board of Directors. Further, Mr. Naresh Malhotra (father of PAC 2) who is on the board of directors of PAC 1, is the Chairman Emeritus and one of the promoters of the Target Company, and is also a whole-time director on the Board of Directors. Other than the above, PAC 1, and its directors and key employees have no relationship with or interest in the Target Company
• 2.1.10. Other than Mr. Naresh Malhotra, there are no common directors on the board of PAC 1 and the Board of Directors.
• $2.1.11.$ PAC 1 is a newly incorporated company (incorporated on October 15, 2020), and this is its first year of operations. Accordingly, no financial statements of PAC 1 are available.
• PAC 2-Mr. Namit Malhotra $2.2.$
• $2.2.1.$ Mr. Namit Malhotra, aged 44 years, son of Mr. Naresh Malhotra, a non-resident Indian currently residing at 16, Totteridge Common, London, N208NL, United Kingdom and having permanent address at 201, Priyanka Apartments, J.V.P.D Scheme, 6th Road, Vile Parle West, Mumbai - 400 056, is a commerce graduate with over 25 (Twenty Five) years of experience in the field of technology with a specialisation in post-production and visual effects.
• $2.2.2.$ As on the date of this DPS, PAC 2 holds 1,49,00,000 (One Crore and Forty Nine Lakh) Equity Shares representing 4.70% of the Expanded Voting Share Capital of the Target Company. PAC 2 along with the other members of the promoter and promoter group (including the Acquirer) holds 10,46,07,641 (Ten Crore Forty Six Lakh Seven Thousand Six Hundred Forty One) Equity Shares representing 33.02% of the Expanded Voting Share Capital of the Target Company, as on the date of this DPS.
• $2.2.3.$ As on the date of this DPS, PAC 2 is disclosed as one of the promoters of the Target Company and is also a nonexecutive director on the Board of Directors. In addition, Mr. Naresh Malhotra (father of Mr. Namit Malhotra (PAC 2)) is Chairman Emeritus, and one of the promoters of the Target Company, and is also a whole-time director on the Board of Directors.
• $2.2.4.$ PAC 2 holds 100% shares of the Acquirer and 99.99% shares of PAC 1. PAC 2 is also a director on the board of directors of the Acquirer. Mr. Naresh Malhotra (father of Mr. Namit Malhotra (PAC 2)) is on the board of directors of PAC 1. Ms. Neeta Malhotra (mother of Mr. Namit Malhotra (PAC 2)) is on the board of directors of PAC 1, and holds 0.01% shareholding of PAC 1.

Target Company, in accordance with the terms of the SPA. Please see Part II (Background to the Open Offer, below, for further details

This Offer is being made by the Acquirer and the PACs to the Public Shareholders of the Target Company for the acquisition of up to 8.23,71,046 (Eight Crores Twenty Three Lakh Seventy One Thousand Forty Six) fully paid up Equity Shares of the face value of INR 1 (Rupee One) each of the Target Company constituting 26% of the Expanded Voting Share Capital ("Offer Shares"), at a price of INR 44.15 (Rupees Forty Four and Fifteen paisa) per Equity Share ("Offer Price"), subject to the terms and conditions set out in the PA, this DPS and to be set out in the letter of offer ("LOF") that is proposed to be issued in accordance with the SEBI (SAST) Regulations.

The Offer Price has been determined in accordance with the provisions of Regulation 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Offer, the aggregate consideration payable by the Acquirer to the Public Shareholders in accordance with the SEBI (SAST) Regulations will be INR 3,63,66,81,680.90 (Three Hundred Sixty Three Crore Sixty Six Lakh Eighty One Thousand Six Hundred Eighty and Ninety Paisa) ("Maximum Open Offer Consideration").

The Offer Price is payable in cash, in accordance with Regulation 9(1) of SEBI (SAST) Regulations and the terms and conditions mentioned in the PA and this DPS, as well as the LOF, to be issued in accordance with the SEBI (SAST) Regulations.

As of the date of this DPS (i) there are no partly paid-up Equity Shares; and (ii) except the outstanding employee stock options, there are no other outstanding convertible instruments (including warrants, fully convertible securities, and partly convertible securities) issued by the Target Company

To the best of the knowledge of the Acquirer and the PACs, as on date of DPS, there are no statutory approvals required by the Acquirer and the PACs to complete the acquisition of the Offer Shares. However, if any statutory approvals are required or become applicable prior to completion of the Offer, the Offer would be subject to the receipt of such statutory approvals. In the event that any statutory approvals required are not obtained or are finally refused or are otherwise not received for reasons outside the reasonable control of the Acquirer and/or the PACs, the Acquirer and the PACs may withdraw the Offer under Regulation 23 of the SEBI (SAST) Regulations.

To the best of the knowledge of the Acquirer and the PACs, as on the date of this DPS, no statutory approvals are required by the Acquirer and the PACs to complete the Underlying Transaction.

The Offer shares validly tendered by the Public Shareholders in this Offer will be acquired by the Acquirer in accordance with the terms and conditions set forth in this DPS and the terms and conditions which will be set out in the LOF.

Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirer and the PACs shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required in order to complete this Offer. Further, the Public Shareholders who tender their Equity Shares in this Offer shall ensure that the Equity Shares are clear from all liens, charges, equitable interests and encumbrances. The Acquirer and/or the PACs shall acquire the Equity Shares of the Public Shareholders in accordance with the terms and conditions set forth in this DPS and the terms and conditions which will be set out in the LOF.

• 1. Non-resident Indians ("NRIs"), overseas corporate bodies ("OCBs") and other non-resident holders of the Equity Shares, if any, must obtain all requisite approvals/exemptions required to tender the Equity Shares held by them, in this Offer, and submit such approvals/exemptions along with the documents required to accept this Offer. Further, if holders of the Equity Shares who are not persons resident in India (including NRIs, OCBs and foreign portfolio investors ("FPIs")) had required any approvals/exemptions (including from the Reserve Bank of India ("RBI") or any other regulatory body, if applicable) in respect of the Equity Shares held by them, they will be required to submit such previous approvals/exemptions that they would have obtained for holding the Equity Shares, along with the other documents required to be tendered to accept this Offer. In the event such approvals/exemptions are not submitted, the Acquirer and/or the PACs reserve the right to reject such Equity Shares tendered in this Offer.

• The Offer is not conditional on any minimum level of acceptance in terms of Regulation 19(1) of the SEBI 11. (SAST) Regulations.

• $12.$ The Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.

• $13.$ There are no conditions in the underlying agreement i.e. SPA, the meeting of which are outside the reasonable control of Acquirer and the PACs, and in view of which the Offer might be withdrawn under Regulation 23 of the SEBI (SAST) Regulations.

• $14.$ The Offer Shares will be acquired by the Acquirer and/or PACs free from all liens, charges and encumbrances and together with all rights attached thereto, including the rights to all dividends or other distributions hereinafter declared, made or paid, and the tendering Public Shareholder shall have obtained all necessary consents for it to sell the Offer Shares on the foregoing basis. The Offer Shares that are subject to any charge, lien or encumbrance are liable to be rejected in the Offer.

• As on the date of this DPS, in terms of Regulation 25(2) of the SEBI (SAST) Regulations, the Acquirer and the $15.$ PACs do not have any intention to alienate, whether by way of sale, lease, encumber or otherwise, any material assets of the Target Company or its subsidiaries, during the period of 2 (two) years from the completion of the Offer, except

  • (a) in the ordinary course of business;
  • (b) to the extent required for the purpose of restructuring, rationalization and/or streamlining their holding in the Target Company or the holding of the Target Company in its subsidiaries, and/or the operations, business, assets, investments, liabilities or otherwise of the Target Company or its subsidiaries through arrangements, reconstructions, mergers, demergers, sale of assets or undertakings, and/or negotiation or re-negotiation or termination of existing contractual arrangements, which decisions shall be taken as per the procedures set out in the applicable laws, pursuant to business requirements, and in line with opportunities or changes in economic circumstances from time to time; (c) on account of regulatory approvals or conditions, or compliance with any law that is binding on or applicable to the operations of the Target Company or its subsidiaries; or

• Upon mutual agreement between the Seller and the Acquirer; $(b)$

• If the Tranche 1 Sale is not consummated within 9 (Nine) months from the date of execution of the SPA $(c)$ or such other extended period as the Seller and the Acquirer may mutually agree to in writing ("Long Stop Date"). The SPA however provides that if the Tranche 1 Sale is not completed by the Long Stop Date on account of the Open Offer process not being completed owing to necessary approvals and clearances not having been issued by SEBI (for reasons which shall not be attributable to any act or omissions of the Acquirer), the Long Stop Date shall be automatically extended by a period of 4 (Four) months.

• The mode of payment of consideration for the acquisition of the Sale Shares by the Acquirer is cash.

• Pursuant to completion of the acquisition of the Sale Shares and the Offer Shares (assuming full tender), the Acquirer will be the largest shareholder the Target Company.

• The object and purpose of acquisition of Sale Shares by the Acquirer and/or the PACs is to expand and consolidate the shareholding and voting rights of the promoter and promoter group in the Target Company, in line with their strategic intent to have a sustained growth in the Target Company and its subsidiaries.

SHAREHOLDING AND ACQUISITION DETAILS

The current and the proposed shareholding of the Acquirer and the PACs in the Target Company and details of their acquisition, are as follows:

Details		Acquirer		PAC 1	PAC 2
	No. of EquityShares	% of ExpandedVoting ShareCapital	No. of EquityShares	% of ExpandedVoting ShareCapital	No. of EquityShares	% of ExpandedVoting ShareCapital
Shareholdingas on date ofthe PA	2,75,05,995	8.68%	Nil	0.00	1,49.00,000	4.70%
Sharesacquiredbetween thedate of the PAand the dateof this DPS	Nil	0.00	Nil	0.00	Nil	0.00
Post Offershareholding(On dilutedbasis as on10th(Tenth)Working Dayafter closing oftenderingperiod) -Assuming fullacceptanceunder theOpen Offerand acquisitionof the SaleShares (i.e.10,49,39,361Equity Shares)	13.24,45,356	41.81%*	Nil	0.00	1,49,00,000	4.70%

*The post-transaction shareholding of the Acquirer reflects the shareholding of the Acquirer post consummation of both tranches of sale under the SPA.

Except Mr. Namit Malhotra (PAC 2) who is a director on the board of directors of the Acquirer and a non-2. executive director on the Board of Directors and Mr. Naresh Malhotra who is a whole-time director on the Board of Directors and the Chairman Emeritus of the Target Company, and is also on the board of directors of PAC 1. none of the members of the board of directors of the Acquirer and PAC 1 hold any Equity Shares of the Target Company.

OFFER PRICE IV.

• The Equity Shares of the Target Company are listed on the Stock Exchanges.
• The trading turnover in the Equity Shares, based on the trading volume on the Stock Exchanges, during the period from December 1, 2019 to November 30, 2020 (i.e. during the 12 (twelve) calendar months prior to calendar month preceding the calendar month in which PA is issued) is as set out below.

	Name of StockTotal Number of Equity SharesTotal Number oftraded during 12 (twelve) calendarEquity SharesExchangemonth prior to the PA (A)Listed(B)			Annualised tradingturnover %(A/B)
	BSE	37,85,990			29,92,48,978	1.27
	NSE1,60,79,180					5.37
		(Source: www.bseindia.com and www.nseindia.com)
3.		Based on the above, the Equity Shares of the Target Company are infrequently traded in terms of Regulation2(1)(j) of the SEBI (SAST) Regulations.
4.	the following parameters:	The Offer Price of INR 44.15 (Rupees Forty Four and Fifteen paisa) per Offer Share has been determined asper provision of Regulation 8(1) read with Regulation 8(2) of the SEBI (SAST) Regulations taking into account
$\langle i \rangle$	announcement of the Open Offer	the highest negotiated price per Equity Share of the Target Company for anyacquisition under the agreements attracting the obligation to make a public			ž	INR 44.15 perEquity Share
(ii)	the volume-weighted average price paid or payable for acquisitions, whether bythe Acquirer or by any person acting in concert with it, during the 52 (Fifty Two)weeks immediately preceding the date of the public announcement					INR 44 perEquity Share
(iii)	the highest price paid or payable for any acquisition, whether by the acquirer orby any person acting in concert with it, during the 26 (Twenty Six) weeksimmediately preceding the date of the public announcement	Ĩ	INR 44 perEquity Share
(iv)	frequently traded	the volume-weighted average market price of shares for a period of 60 (Sixty)trading days immediately preceding the date of the public announcement astraded on the stock exchange where the maximum volume of trading in the sharesof the target company are recorded during such period, provided such shares are			ŝ	Not Applicable
(v)		where the Equity Shares are not frequently traded, the price determined by theAcquirer and the Manager to the Offer taking into account valuation parametersincluding, book value, comparable trading multiples, and such other parametersas are customary for valuation of shares of such companies.			÷	INR 40.50 perEquity Share (as atDecember 23, 2020)*
		Financial information as on September 30, 2020
		Particulars	As on September 30, 2020
		Book value (per Equity Share)		INR 19.70
		Return on net worth		Negative
	Trading multiple			Not Applicable
		(vi) the per share value computed under Regulation 8(5), if applicable.				Not Applicable

• 2.2.5. As on the date of this DPS, PAC 2 has not been prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of the SEBI Act or any other regulations made under the SEBI Act.
• The net worth of PAC 2 is INR 5,03,00,000 (Rupees Five Crore Three Lakhs) as certified vide certificate dated $2.2.6.$ December 23, 2020 by Mr. V. Shivkumar (Membership no. 042673) proprietor of V. Shivkumar and Associates, Chartered Accountants, (FRN 112781W) having its office at 120, Damji Shamji Udyog Bhavan, First Floor, Veera Desai Road, Andheri (West), Mumbai 400 053.
  • Details of Seller IDBI Trusteeship Services Limited

В.

• IDBI is a public limited company incorporated on March 8, 2001, under the provisions of the Companies Act. 1956 (CIN: U65991MH2001GOI131154), and is registered as a debenture trustee with the SEBI under the relevant provisions of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended (bearing registration number IND000000460). There has been no change in name of IDBI since its incorporation.
• The registered office of IDBI is situated at Asian Building, Ground floor, 17, R. Kamani Marg, Ballard Estate, Mumbai 400 001.
• IDBI is acting in its capacity as the debenture trustee for the benefit of and on the instructions of Credit Suisse, for the purpose of the Underlying Transaction and the SPA.
• Neither IDBI nor Credit Suisse are part of the promoter and promoter group of the Target Company.
• IDBI carries on the business of providing inter alia debenture trustee services and allied activities, and is part of the IDBI group.

The shares of the Seller are not listed on any stock exchange.

The details of the shareholding of the Seller in the Target Company, prior to the Underlying Transaction are as follows:

Name	Number of Equity Shares	% vis-a-vis ExpandedVoting Share Capital
IDBI Trusteeship Services Limited*	7.32.99.666**	$23.14**$	18.
Total	7.32.99.666**	23.14

* For the purpose of the SPA, IDBI is acting in its capacity as the debenture trustee for the benefit of and on behalf of Credit Suisse. IDBI, in its own capacity, or acting for any person other than Credit Suisse, does not hold any Equity Shares of the Target Company, whether as a pledgee or otherwise.

** The aforesaid Equity Shares are held by the Seller post invocation of a pledge which was created by Reliance Mediaworks Financial Services Private Limited. As on the date of this DPS, the Seller also holds a pledge (created by Reliance Mediaworks Financial Services Private Limited) over 3,16,39,695 Equity Shares, representing 9.99% of the Expanded Voting Share Capital. Such 3,16,39,695 Equity Shares form part of the Sale Shares proposed to be sold by the Seller to the Acquirer, under the SPA, and as per the terms of the SPA, the Seller shall exercise its rights as a pledgee to enable the sale of such Equity Shares to the Acquirer.

IDBI has confirmed that, as of the date of this DPS, it has not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act or any other regulations made under the SEBI Act.

(d) as has already been disclosed in the public domain.

• Other than the above, if the Acquirer and/or the PACs intend to alienate the material assets of Target Company or its subsidiaries, within a period of 2 (two) years from the completion of the Offer, a special resolution of the shareholders of the Target Company or any of the entities controlled by it, as applicable, in accordance with proviso to Regulation 25(2) of the SEBI (SAST) Regulations would be taken, before undertaking alienation of such material assets.
• As per Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations") read with Rule 19A of the Securities Contract (Regulation) Rules, 1957, as amended ("SCRR"), the Target Company is required to maintain minimum public shareholding, as determined in accordance with the SCRR, on a continuous basis for listing. Upon completion of the Offer and the Underlying Transaction, if public shareholding of the Target Company falls below the minimum level of public shareholding as required to be maintained by the Target Company as per the SCRR and the SEBI LODR Regulations, the Acquirer and the PACs undertake to take necessary steps to facilitate the compliance by the Target Company with the relevant provisions prescribed under the SCRR, as per the requirements of Regulation 7(4) of the SEBI (SAST) Regulations and/or the SEBI LODR Regulations, within the time period stated therein, i.e., to bring down the non-public shareholding to 75% within 12 (Twelve) months from the date of such fall in the public shareholding to below 25%, through permitted routes and any other such routes as may be approved by SEBI from time to time.

The Manger to the Offer does not hold any Equity Shares in the Target Company as on the date of this DPS. The Manager to the Offer shall not deal in, on its own account, in the Equity Shares of the Target Company during the period commencing from the date of their appointment as Manager to the Offer till the expiry of 15 (Fifteen) days from the date on which the payment of consideration to the shareholders who have accepted the Open Offer is made, or the date on which the Open Offer is withdrawn, as the case may be.

BACKGROUND TO THE OFFER

• The Open Offer is a mandatory offer being made in compliance with Regulation 3(2) and other applicable provisions of the SEBI (SAST) Regulations, pursuant to the execution of the SPA between the Acquirer and the Seller, on December 24, 2020.
• The Acquirer has entered into the SPA with the Seller, on December 24, 2020, pursuant to which the Acquirer has agreed to acquire an aggregate of 10,49,39,361 (Ten Crore Forty Nine Lakh Thirty Nine Thousand Three Hundred and Sixty One) Equity Shares representing 33.12% of the Expanded Voting Share Capital of the Target Company, in 2 (two) tranches ("Sale Shares"), subject to terms and conditions of the SPA ("Underlying Transaction"), as follows:

*R. B. Pandya & Co, Chartered Accountant (Address: 308, Venkatesh Chambers, Behind Khadi Emporium, Fort, Mumbai - 400 001, Tel.: +91 22 22070840 and Firm Registration No.:107331W), has vide its valuation report dated December 23, 2020 arrived at the fair value of INR 40.50 per Equity Share.

In view of the above parameters considered and presented in the table in Paragraph 4 above, the Offer Price, 5. under Regulation 8(2) of the SEBI (SAST) Regulations, is INR 44.15 (Rupees Forty Four and Fifteen paisa) Accordingly, the Offer Price is justified in terms of the SEBI (SAST) Regulations.

Cont...2

FINANCIAL EXPRESS Mindteck

CIN: Ls1504WBT97BPLCOSIBTS Regd. Office: "Development House", 26, Park Street, Kolkata ~700 016 Phone: 083-34017350 Website: wwwmagma.co.n @ Email id: secretayy@magma.coin NOTICE "Notice is hereby given that pursuant to Regulation 29 of the Securities land Exchange Board of India (Listing Obligations And Disclosure Requirements) Reguiations, 2015, a meeting ofthe Board of Directors of the Company wil be held onFriday, 05 February 202 to inter.alia consicer, 'approve and take on record the Unaudited Financial Results (Standalone 'a8 well as Consolidated) forthe quarter ending 31 December 2020. 'The aforesaid detalls are also hosted on the Company's website (www.magma.co.in) and on the Stock Exchange websites (www.nseindia.com and www. bseindia.com)

ICICI Prudential Asset Management Company Corporate kdentty Number: U98099011983°LC054135

Mindteck (India) Limited (CIN: L30007KA1991PLC039702) Rogistered Office: A.M.R. Tech Park, Block 1, 3" Floor, #664, 23/24, Hosur Main Road, Bommanahali, Bengaluru - 560 068 eis Notice is hereby given pursuant to Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that 219" Meeting of the Board of Directors of the Company will be held on "Thursday, February 11,2021. inter alia to consider, approve and take on record the Unaudited Financial Results of the Company for the Quarter ended December 31, 2020. For further details you may visit \www.mindteck.com, www.bseindia.com and www.nseindia.com For Mindteck (India) Limited 'Sdl- 'Shivarama Adiga S. \VP-Legal and Company Secretary © MAGMA MAGMA FINCORP LIMITED Place: Bengaluru Date: December 31, 2020 Dividend (& per unit) (Face value of % 10/- each)s*

'Sal of aesots owned by SRS Limitod forming part ofLiquidation estata in possossionof the liquidator appoitvad by Hon National Company Law Tribunal, Chandigarh Bench vio ordrdatod 15.10.2019. Tho sai of EAuctionshiallbadone trou

Notice to the Investors/Unit holders of ICICI Prudential Equity & Debt Fund and ICICL Prudential Balanced Advantage Fund (the Schemes) Notice is hereby given that ICICI Prudential Trust Limited, Trustee to ICICI Prudential Mutual Fund has approved declaration of the following dividend under the dividend option of the Schemes, subject to availability of distributable surplus on the record date i.e on January 6, 2021*:

hips netauetion autiontigernt 'One BKC, 13" Floor, Bandra Kurla Complex, Mumbai - 400 051 Tel.: +91 22 2652 5000, Fax: +91 22 2652 8100, Website: www.iciciprumt.com, Email id: enquiry@icicipruame.com Central Service Office: 2"' Floor, Block B-2, Nirlon Knowledge Park, Western Express Highway, Goregaon (E, Mumbai - 400 063. Tel.: 022 2685 2000 Fax: 022 26868313

E-Auctionwillbaconduetad on"Asiswharbis basis, "As s whatis basis", Whatover thereisbasis" and "Novecou'ss bash Las! Dal tsubml Ba Appheaion Forte access b Weal Osta Room, earoeag oul que aigenoe and fssubrat EMD nas bese 12 'extended 1201 2021 fomeade date N.122020.TheE-Aucton shal abe conaucledon anvary 15,2021 hasleaa at Janvay 2 2021) fom t100,M.4 400 PM Incase he os are ceived intl 1S maul he he tc mugs sal gelexlene by anaine rmaules, Fr further detts please Contact Mi, Asnok Kumar Gula ale do, #91-9674713272, Mc. Dnesray Madan ace a, 4 'B99808581 and Ms, Pevea Jan ateal a0. +91-7OHOSEESS.

gee
aeeeDee ano eae Tn eeeee eC meatyeee ee er		te ny	an tee tear ect a eetete
E-AUCTION SALE NOTICE
'Sal of aesots owned by SRS Limitod forming part ofLiquidation estata in possossionof the liquidator appoitvad by HonNational Company Law Tribunal, Chandigarh Bench vio ordrdatod			15.10.2019. Tho sai of EAuctionshiallbadone trou
'Aseots		Brock ,FeONS ioe Rs)	Earnest ansDoposit Rs.
TOOK. Eur staves of SRS Enfrtnamedl laa Lnled, engaged onebusiness nd opera om {2Scieens.4locatonsJleasstotd premses)		Bock 77500800	77,50,000)
'Vetucle Gar Aacord (2008 Model)	Bock 2 a000n		6,000.

'Name of the Schemes/Plans
[Monthly Dividend	0.16	at
Direct Plan - Monthly Dividend	0.16
[ICICI Prudential Balanced Advantage Fund
Dividend
ian - Monthly Dividend		16.71 17.70

Complete eaucton process documeat contamng the dels of assels and otter levan! ufovmaton aie axatate al wets hrips:rbsainlannouneamants hms hips! nlauetionauetiontiger.nat or Ineugn ema a ps@itaaua. For any Supp ang ToArcToniger hnslyaonTsch Praveen FuMaTHATSTZZTTERIBOTOTOES|SEBSASSIN OTSEBTIERCD, NAV as on December 30, 2020 (® Per unit) 'Ashok Kumar Gulla Liquidatrfor SRSLimtog

may be lower depending upon the extent of distributable surplus available on the record date under the dividend option of the Schemes. Subject to deduction of applicable statutory levy. or the immediately following Business Day, if that day is a Non - Business Day.

sire Placa:Now Dali Flat No.23,AP L Hosa 2ndFloog Dato: 31.122020, South Patl Nagar, Now Delhi, 10008

| | MUTUALFUNE Rong UTI mutual Fund Haq, ek bektar zindagi ka. ON Place : Koka ccoStaboun Zaman It should be noted that pursuant to payment of dividend, the NAV Name of Dividend (Gross | Record | Face Value Peyote a OTT Rage FI *Detibution af above dkidend are subject ta the avalbbiliy of distrbutable surplus a5 on record date,

For and on behalt of the Board	may be lower depending upon the extent of distributable surplus available on thedividend option of the Schemes.record date under theSubject to deduction of applicable statutory levy.or the immediately following Business Day, if that day is a Non - Business Day.Dividend will be paid to all the unit holders/beneficial owners whose names appearin the register of unit holders/Statement of beneficial owners maintained by theDepositories, as applicable under the dividend option of the Schemes, at the close ofFor Magma Fincorp Limted ] business hours on the record date			——UTI Arbitrage Fund		UTI mutual Fund	Haq, ek bektar zindagi ka.ON
Place : KokaccoStaboun Zamanpany SecreuryEstDeconper omen	It should be noted that pursuant to payment of dividend, the NAVof the dividend option of the Schemes would fall to the extent of	Name ofthe Plan		Dividend (Gross Distributable Amt}!		Date {per unit}	Record Face Value Peyote a
	ividend payout and statutory levy (if applicable).			peru
() L&T Technology Services	Fund - $12):	Rage FIOTTaureaOTT Ap wage Fond	a70	9.0700	WednesdayJanuary 06,	10.00	17462
L&T TECHNOLOGY SERVICES LIMITED(Asubsiciany of Larsen & Touro Lites)	The units of Value Fund - $12 are listed on BSE. The trading of units of Value Fund - $12stands suspended on BSE with effect from closing hours of trading of December 31, 2020.For the purposes of redemption proceeds, the record date shall be January 5, 2021.CIN: L72e00nH2012PL.0232169	meee aotDict Plan			2028		16.9424
Rogistored Office: LAT House, N.M. Marg, Balad Estate, Mumbal - 400 001Tel (91 22) 6752 5656; Fax: (9122) 6752 5893,Website: you TTS.smal: investor its. com	For ICICI Prudential Asset Management Company LimitedPlace: Mumbai DateSd/- Authorised Signatory: December 31, 2020 No. 001/01/2021	Dividend payment ta the investarwilbe lowerta the extent of statutory ly If appicabe},would fall to the extent of payout and statutory levy [if applicable}					*Detibution af above dkidend are subject ta the avalbbiliy of distrbutable surplus a5 on record date,Pursuant to payment of dividend, the NAV of the dividend options of the scheme
NOTICE							Such of the unitholdes under the dividend options whose names appear in the register of
Pursuant to Regulation 29 read with Regulation 47 of SEB (ListingObigations and Disclosure Requirements) Regulations, 2015, NOTICEIS HEREBY GIVEN that a meeting of the Board of Directors of theCompany wil be held on Wednesday, January 20, 2024 inter-ali, toConsider and approve the unaucited financial statements (standalone &consolidated) forthe quarterandnine months ended December 31,2020.	to be distinctly understood that the permission given by BSE: ItisLimited should not in any way be deemed or construed that the Scheme InformationDocument (SID) has been cleared or approved by BSE nor does it certify thecorrectness or completeness of any of the contents of the SID. The investors areadvised to refer to the SID for the full text of the Disclaimer clause of the BSE Limited.	shal be entitled to receve the dividend so disyibutedMurnt December 31,2020		TolFree No.: 1860 266 1236The time to invest now ts through - UTI SIP			Lnitholders asat the close of business hours on the record date fixed foreach dividend distributionWebsite: www.utimf.com
This intimation is also available on the website of the Company, at\wiew.LTTS com and also on the website ofthe Stock exchanges where	'As part of the Go Green initiative, investors are encouraged to registerlupdate their e-mail idand mobile number to support paper-less communications.	REGISTERED OFFICES UT					Tower "Gi" Bock Ranga KiB COmpEN, GSR TEL Mumba - 400051Phone: 022 - @b7asses. UTI Asset Management Company Ld. livestment Manager for UTI Mutual Fung)
the shares of the Company are listed at www.bseindia.com &\wuwenseindia.com,For L&T TECHNOLOGY SERVICES LIMITED	To increase awareness about Mutual Funds, we regularly conduct Investor Awareness,Programs across the country. To know more about it, please visit https:/wwwiciciprumf.comor visit AMIFI's website https:/mww.amfiindia.com	Estria wwest @utico i, IN-UG5991Information Memo tanaum cum Agpication For,		MH2002P 127867),			Foy mote information, pase contact the neatest UTI Financal Centie or your AMIFY NISM centfiea Mutualfund astibuiy, fr 2 copy of Siatement of Adatonal Information, Scheme Infotmabon Document and Key
KAPILBHALLACOMPANY SECRETARYPlace: Mumbai Date : December 31, 2020(F 3485)	Mutual Fund investments are subject to market risks,read all scheme related documents carefully.	Fund [UTI Mi and « aot the name of SchemeUTLSP s ony an westment appioach applied to various aquty, debt and balanced schemes of UTI Mutual/ plan of UTI MFTvestments are subject to marlet Msls, read all schenre related documents carefulanal Fur

• Sine the date ofthe PA, there as been no corporate ation nthe Target Company warranting adjustment of relevant price parameters under Regulation 89) of the SEBI (SAST) Regulations. The Offer Price may be revised inthe event of any corporate actions ike bonus, rights, split, et. where the record dat for effecting such corporate ation fas within 3 (Theo) Working Day print the commencement of Tendering Peron of the Ofer,

• Salat oping reset excl amos) mate able amanceman nh cane Wee ay stl aval ext son tat al tte ii Shc, te eur sh ae as physical Equity Shares

• SEB! (SAST) Regulations. Proved hat a such aquiston sal be made af the Sd (Ti) Working Day f th the Frequent Ask by SEB, FAQS ~ Tendering of oy 'TENTATIVE SCHEDULE OF ACTWITY In accordance withthe Frequent Asked Questions sued by SEB, -FAGS Tenerng af physical

• Ns, OCBs and olher non-esiéent holders of the Equity Shares. i any, must obtain all requisite approvaslexemptions required 1o tender the Equly Shares eld by them, inthis Ofer, and submit such _2pprovalslexemptions along wth te documens quired to accept is Ofer. Further, holders ofthe Equity 'Shares who are not persons resident in Ina (including NRls, OCBs and FPIs) had required any approvalslexemptions (nluding fom te RBI or anyother requatory body) n respec ofthe Equly Shares 'eld by them, they wil be required to submit such previous approvalsiexempios that they would have 1h Rat ces a a FI On sone OS a Catan erotng he Easy Shares aor wnt cher ocomes reget ober to seeps @ Publ Sheles ho dese teeth Ena Shrs under he Ofer woloveospprach ee

  • rewspapers in which this DPS has been published: and (i) simultaneously with the issue of such public & Semon ste peveten puch Publ anereinlcete er eeapect OL nO eIaIN eNO: OES 'The Seling Broker would be required to place an orderibid on behalf ofthe Public Shareholders who wish to

• 8the Acquirer acquires or agrees to acquire any Equity Shares or voting rights in the Target Company during 'ecuiste The Actulee approvals nt Slo was BAGS rt de tan ligase itu dete hs or neglect cqpecenin fhe te Acquirer coord anlarthe pa eastobonel PACs, or beau ata 'special acoount of 5 Cleaing Clearing C Corporation af finda naa Lite Limited ("Clearing ("Clearing Corporation'), Corporation"), by by using using the the setiement settement becerpeos sheer iy ateipdoorparhee epi igher ten ne Ofer Po he fe Posh Pee ato ae an meas nasal Arie adh preode post ye en Co esboy stand revised tthe ighest pe paid payable fo any such acquiston in trms of Regulation 8) of be bythe S68), ntermsofRepton 18) ofte SEBISAST) Remltons 10, Procedure fr Public Sarehalders ling E=uty Staresinhysicalfnn-

• atany imo pret (One) Warkng Day before he coneencernt a he tendaingperedin aooréance ith ie vet Ae aa ne as me 0 at Ape ae PAC rome respective tock brokers (*Seling Broker), dng te normal trading hout ofthe secondary ket uring Rogue tole Se SAST ogists be srl sun even (tour reo PACs Site ec arnt Se eee ore tetenterngproatorhe Ofer The Seng roars canes dein Eq Stare 28 vet

• anncuncemet, rf SEBL, the Slock Exchanges and the Target Company ats registred fice of such readies ira on Ne tender ther Equity Shares inthe Open Ofer using the acustion window of NSE. Before placing te bd, the rovsion aaa tyne of any sary pra to SEB ay ssf tt ded ed of cancsad Pubic StarealdrSeling Broker would be requis to Yansor th tendered Equty Shares to tho

• proto he commencement tendering paid and ube exit othe ending period ofthis Or. el shares in buyback afr open ofr ex of delisting' dated February 20, 2020 and in ight ofthe

{acing hough ts ofce at YES BANK Tower, One Intemational Center~2, 18h Foor SenapatiBapal Mara, | Last dat for publication of post Ofer plc anouoement inhe newspapers | Thursday Maren 25,2021 | 1+ -—-_TheAoguerandthePACs andthe respctive ceiorsaoepfulrespnsbity forte inomaon contained

9.	Ifthe Acquirer acquires Equity Shares of the Target Company during the period of 26 (Twenty Six} weeks after		"i:		FAQs dated July 2,2020, Shareholders holding securities in physical form are allowed to tender shares.
	'he tendering pero a a rie higher han the Ofer Price ger Equity Shae, then the Acquirer shal pay the	Dale ofthe PA	Thursday, December 24,2020,		in an opon ole. Such tendeng shall be as per the provsons of th SEBI SAST Regulations. The
	'forenoe between the highest acqusiton pce and the Ofer Pc, oll Publ Sharehasers whose shareshave been acai in the Ofer win 60 (Sit) days tom the dat of such acquiston Howevet 90 Such Lat dae for fing the erat LOF with SEB	Pubicaton ofthe DPS in the newspapers	Jenvary 1, 2021Fay ety 82524		roca fr tendering to be followed by Public Shareholders holding Equity Shares nthe physicalfonmshallbeavalableintheLOFtbe dispatches oa he Publi Shareholders
	See eeeeeeeenFegan, cr pitaant oo Seciee nd Eicege Boat of wks Cote ot Ext, State)	nse See AST) Last dat for pb announcement ofa conpatng fr	Fiay, January 22, 2021		holding the Equity Shaesin physical fom shal submit- Form Acceptance dy._PublieShareholerssigneoy al Puble Shareholders in ase Equity Shares arinnames inthe sameeren hich
	Regulations, 2008, or open market purchases madeinthe ordinary courseon the Stock Exchanges, nolbeng Last dae fr receipt of SEBI observatons onthe draft LOF (nthe event SEBIegotedacqiston oy Shares he Targel Company nan fom,	hasnt sought clarficatons and atonal infomation fom he Managerunone	Monday, February 1, 2024		iy foeFasten ennaid iy ahesiscercates, Vaid shares transferforms)}ey hod the Equityhares), OrginalshareSefatested copy of be Publi Sharooldrs PAN cad and any ter lean documenta Slee
"4.	FINANCIAL ARRANGEMENTSThe tal funding requirement forthe Ofer, assuming fil aczaptancs, is the Maximum Open Ofer	'etal aSenfed Date	ekaES oaradeesety eb		'Broker, who shal in tum after placing the bid, forward the above mentioned documents along withthetrasaclon tation sip generated bythe Selbr Broker to the Regitar to the Ofer for het
	Cans. NR 283668569090 Rigas Tree Hunted Say Tree Core Sty SixLath Egyne Thousand SiHundred Eighty and Ninety Pais).	Last by which LOF tbe dpaods Publ Sables whose nane sppean the register of members onthe lenied Date	Wednesday, Febuary 10,2021—___ ___		\ereaton.Pll Shareholers holding physcal Equity Shares should note that physical Equity Shares wil note
2,	TheAcquterandthe PACS have confmedthathey have adequate andfim nara arangemenstofufithepayment obigatonsin ho Ofer n accorsance withthe SEB (SAST) Regulations. TeAcauirerhasaccessto	Last date by which he commie of he independen recor ofthe TargetCompany sal give fs recmmendatn fr tis Ofer	[Monday February 15, 2021		2ccoped unless the complete sat of documents are submited. Acceptance ofthe physical Equity'Share sale sutjectovericatn as er he SEBI(SAST) Regulations and any further drecions
	Undrawn ced facies fom a thé party overseas corporate body for his prose, fr which securtly	Last dat forthe upward revision ofthe Ofer Pie! Ofer Size	Tuesday, February 16,2021		issued in bis rar. The Regitar to tho Ofer wil very such orders based on te docunnis
	Lincuing pledge of shares of te Acquirer has been provided intr alia by PAC 2, and ifrequire, PAC 1proposes ound apartotre Maximum Open Ofer Conseatonthaughiniemalsouces ttinsanderteeens iiac eWeMichtadacwad	Date of publication ofthe Ofer opening publ: announcement in the nenspapers Tuesday, February 1, 2021panei" he DPS pubionon(=m			'submited on a daly basis and tit such time NSE shal display such orders as "unconfirmed physicalic", OnceReisarto ho Ofer coatims te odes. lle teetadas "Confirmed Bidstt. _ThePuble Stress ay alo (oon te LF fom te SBI etestigcid a
	s.V.Shivumar and Associates,Chartered Accountants, (FRN 11ings ofc at120, Dany	jvdiodioy BA			apyhe LOF by rn oho Ragasuporsriing te envelope rma Focus Linted wit (suite
	Sham Usyog Bhavan, Ft For, Veera Des Road, Aner (Wes), Munbai 40 053 Phone No; 22	Dale of expiyoftdengpee (Ofer Closing Date") _	ess		Scturertay ewe lomerp te eq Starsrg Conar on (eo rarbe DP
	257348524928, El vsk@vsaca.con, has vide its Cerca dled December 232020 certited thatthe'Aegureres made fim fnancelarangemensfornancngtheacqstonof Equity Shares underthe Of.	Last dat of communicating the rejacton/acceptance and congleton ofpayment of consideration or rend of Ofer Shares tothe shareholders of heinert	hursday, March 18,2024	12	ced pen so dae tts.dolly foeThedetilodprocedurefortonderingtheshares inthe Ofer illbe available inthe LOF.
4,	Inaecordance with Reguaton 17 of ho SEB! (SAST) Regulations, as a soc or the patormance, the	_Tefget Company
	'Acute, PAC t andthe Manager othe Ofer have entered ino an escrow agrement with Yes Bark Limited	a SEBLast dale fo fing	i5	1%	OTHERINFORMATION

5,67.	Reguans, the Acquer and PAC 1 have created an escow account inthe rane andthe she PRIMEFOCUS LINITED - OPEN OFFER ESCROW ACCOUNT' ("Escrow Account") wih Account No.(4196200000622, wth the Escrow Agent The Acquirer has deposied an amount of INR 98.9588200(Rupees Ninety Nine Crore Ninety FiveLacs Eighty Nine Thousand Two Hundred), beingmerethan25%afteTheManagerfo he Oferhas been authored hy the Acquirer and the PAC 10 operate and realize monies.Iyngtothe rete Escrow Accent. intestine Reguaton 17 of he SEBI(SAST) Regulations.Further, in order foensure that the funds that are payable tothe Public Shareholders who validly tender intheOfer ae managed moe ecient. he Acauierhas opened special escrow account wth he Escom AgER'under the Escrow Agree. othe purpose of Region 2 of the SEBI(SAST) Regus (SpecialEscrow Account'). Te Managerto the Ofer has been authorized by the Acquirer o operate andreaze hemenos yng tothe cedtot he Specal Escrow Aecout, accordance withe SEBI [SAST)ReguaonsIncaseotnyupnardrevisioninthe Ole Price othe szecftis fe thevaueincashoftheEscrowAmount	SharaVil,»1,2.	rragae weed ic contest abet sooo Ioet Second etal tine Ofejaf Pel heroin BiceSafes get Company and Ofle) and papa 2 of Par Vi [Staaary an Ofer Approval a Ihe Peahe Target Company (eqsoredorunegstoed ofthe Target Campany are chee pail inthisOferatan tie proronrpnartotte Ofer losing Date.Maximum Open Ofer Consideration assuring ful acceptancelnthe Open Ofer.intneESow Account: The schedule a acts mentioned above tentative and based on the assum hat SEB comments othedaft LOF wil be receved on February 1, 2021 Accordingly he dates fr to abovementioned acute, wherover'mentanedin this OPS, are sujcta changePROCEDUREFOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF LOFSubjcto paragraph 10 of Secon D (Deas fhe Ofer) of Pa Acquirer PACS, Seles, Target Conpanyand Of ar parograps 3 of Par V1 Stour and Other Approval), ol Pb Shareelers holding EquyShares (wheter in dematriaized form or physical fom, eitred or unegstered) are siglo pariipatainthis Ofer at anytime ding he enderng period or his OferThe LOF, spacing tho detailed trms and condense his Ofleralong wth he Form of Accplanc-cum-	2,3.4.	been independent verified th Aura,information		availble sources and which information hasnotbeen independent vied byte aque, he PACS oreManage, erntrmaten provided the Sle) and shalb oyna severaly responsi forthe imentobligations fthe outer andthe PACs under the SEBI(SAST) Regdatos inrespecot tis Ofer.Teinlormaonpertaing tthe Taget Company contain nthe PAths DPS o the LOF a any oberagversementpublcatons made in connection withthe Open Ofer has been camped tom informationpublished or provided bythe Target Company, asthe case ay b, publ avaliable sources wich has notPACS othe Manager. Further the information perinng ote'Seller contained in the PA or this OPS or the LOF or any other advertsement publications made in connectionwiththe Open Ofer hasbeen compiled rom ntematonpovidedconfimedby the Soler, and the outer andthe PACs do not acept any responsibay wth respect to any misstatement by theSeer in relation to suchThePAand is DPS woudalso be avalon SEBYs Websteat wn sbi goxinThe Acaiter has apporied Keynoto Financial Services Lied as the Manager to tho Orn toms ofRegulation 12ofthe SEB SAST) Reguations an Link time nda Private Lined ax Registrar the pen
	shal be computed onthe revised consideration calculated at such revsed ofr pce oro sie and anyadonal amount requted wal ba funded bythe Acar andor tha PRC, ior eect such vison, ntwensot Regulation 17(2) fh SEB SAST) Reguatons		Acknowledgement (Form of Acceptance") wil be slecrencaly maledspached tal th PublicShareholders whose names appari the register of membersofhe Target Company athe cose ofbusnesshaus te entedDato.e Febuary 3,2021		(fee The carta dts esse enieved belowa			—REGISTRAR TO THE OFFER
{8VL1.2	Baved onthe aforesaid franc! arangement the confmaton received fom the Escrow Agent and tecerifat dated December 23, 2020 received rom Mls Svkurar and Assails, Chatred Accountant,the Manager tothe Oe is sated about the abt of the Acquirer and the PACs to implement the Ofer'czardanco wth he SEBI(SAST) Regulations. Tho Manager th Ofer conttha! he fim arangemantforthe funds for payment trough veriiate means aren place ofl te Of obigaton in terms fhe SEB]Anna,"(SAST) Regus,STATUTORY ANDOTHERAPPROVALS__Asondsteottis PS, othe best the rawlede ofthe Acie andthe PAC hee area statutory oratorapprovals euired a complet tis Ofer Furhe, fe cansurmaton of he Underyng Transaction is subjecttb satsfacion ofthe condions precedent spect inthe SPA (ules waived in accordance with beprovsins thee.anysauory approvals re reuited or become applicable orto completion ofthe Ole he Ofer woudbesubject terecept of su} star eppcva. The aur endPACsiay wane fein hevent tat such story approvals Becoming applicable pr o competion ofthe Ofer are reused orthesis not received or reasons aud th reasonable contol af he Acura andor th PACS, ters of	——Pesons who have acquired Equity Shares but whose names do notappearinhereyjsterofmenbersofthe3."get Company onthe denied Date, or unregistered omersarthase who have acaured Equity Shares arthe lentes Date, or hase who have not eceved the LOF, may ato paricpae in ths en fey « K RY NOTEstot notes te no vege Sea woctrg tar aera aedrm te ofthis Ofer as set oun this DPS and to baconsent paras inthis Ofer spe eters and coretonsSeloutnthe LOFnthe aerate, suchPuble Shareholders may apply nthe Form oceptanceinlaiontothe Ofer that would bo annexed tthe LOF, which may aso be oblaiod fom the SEBI websitetwnsbigoin er tom he websteof Linke Inga Private Lima (Registrar to the Ofer") at Dadar (Wes, Muna 00028, Nahrasra, na Mumbs-4O088 hares,wnt inkrime coin Th appication along wih al he ter leant documents requredte be submited shalbe sent only oho Registrar ho Ofer al he adass mendones below, so as toroach he RegsartotneOfer dung business hours onorbetorethe date ofclosingothe tendering paid4,edna asso tpt te LOFto any person towne Oerismade ore noneceplordlayed Contact Person: Ms Pooja Seni, tasank Pt) Contact Person Mc. Suneet Deshpandeby sot pan nsdngenaconnefCOMD-1Bpandem shalnaivaldatthsOe.teapefteLOFThe Ofer wi be imple by the Acme dhe PACs tough te sock change mectans as5.provided under the SEB! (SAST) Reglaton an the SEBI crcl CIRICFDIPOLICYICELLI120°5 dated		—_[ Webel _N:	MANAGER TO THE OFFERServos Limitte Financial (formerly Keynote Corporate Services Limteg) Link nie The Ruby, th Flor, Senapatat Nar, Tel: +9t 226826 6000-0 8875717981 Fax: 191 22 6826 683smal: mbd@heyoteni netat SEB! Regitatn No. NCL67120ME	cma	aLINK Intime08i iwe lide iioIndia PrivateLimited101,247 Park LBS. Marg, Vikbo (Wes,Naaiouesiifsatte heeFl 491Fax: +91 24918 6105Email: pimefocusofer@linkintime onCe okaeeSes Rein Hac Gi Uarposi ura wicca
	Regdaton 21) of SEBI(SAST) Ragas nthe evontfwiraal, th equre an the PACS (roughte Manager ote Oe stl wth 2) Woting Cesc sch hava mle avamurcenetot	6,	'Apa 13, 2015 rad with SEBI cedar CFDIDCRZICIRP20%6/13 dated Decombor 9, 2016 (as may bo'ended fom time ote} A separate wow wouldbe proved by be Sock Exchange orf prpose._ASEshaleheDesgaed Sot Exchanger pupae a rr gay Sarit er			oiaeunncaerr monea	ci
	'such withcrawal tng the rounds forthe witcrawaln accordance with Regdaton 232) of SEBI(SAST)Regulations and sala send such announcement the Stock Exchanges, SEB andthe Target Companyais rgiteredfie.	7.	The aoqrer an he PACs have apponed Keynote Capals Life (Buying Broker') as thebrokerforthe(flr trough whom the purchases and setment of flr shal be made ding he tndening pasos. Thaconfact details ofthe yng Boker areas mentioned boo	[____	Aa HoldingsDat: January 1, 2021Place: Mural	I		concern

Issued by the Manager to the Offer
On behalf of the Acquirer and the PACs
ADD Church, Brownston, Lincolne of

ARR Studio Private Limited	Namit Malhotra
	CONCE

Eprnsone(W), Mumbai400013(seraw Agent) on December, 2020("Eserow Agreement") andy	in which tis DPS hasbeen published		inthe PAandtns DPS (except forte nformaton wt espectt the Target Company which hasbeen conoid

• way ofsecuty fr perfomance by the Acquter and PACs of hi bigaon under tho SEB! (SAST) sr gn Dat i ony fr he ure of erin he Pubic Sharbldors son such dt o whom fe LOF from infomation published povided by te Target Company, 25 the case maybe, infomation pubic Reguans, the Acquer and PAC 1 have created an escow account inthe rane andthe she PRIME rragae weed ic contest abet sooo Ioet Second etal tine Ofejaf Pel heroin Bice availble sources and which information hasnotbeen independent vied byte aque, he PACS ore

• Maximum Open Ofer Consideration assuring ful acceptancelnthe Open Ofer.intneESow Account: The schedule a acts mentioned above tentative and based on the assum hat SEB comments othe agversementpublcatons made in connection withthe Open Ofer has been camped tom information 6 Further, in order foensure that the funds that are payable tothe Public Shareholders who validly tender inthe Vil,» PROCEDURE FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF LOF 'Seller contained in the PA or this OPS or the LOF or any other advertsement publications made in connection Ofer ae managed moe ecient. he Acauierhas opened special escrow account wth he Escom AgER' 1, Subjcto paragraph 10 of Secon D (Deas fhe Ofer) of Pa | Acquirer PACS, Seles, Target Conpany withthe Open Ofer hasbeen compiled rom ntematonpovidedconfimedby the Soler, and the outer and under the Escrow Agree. othe purpose of Region 2 of the SEBI(SAST) Regus (Special and Of ar parograps 3 of Par V1 Stour and Other Approval), ol Pb Shareelers holding Equy the PACs do not acept any responsibay wth respect to any misstatement by theSeer in relation to such

• 1. Incaseotnyupnardrevisionin the Ole Price othe szecftis fe thevaueincashoftheEscrowAmount 2. The LOF, spacing tho detailed trms and condense his Ofleralong wth he Form of Accplanc-cum- 4. The Acaiter has apporied Keynoto Financial Services Lied as the Manager to tho Orn toms of

• Escrow Account'). Te Managerto the Ofer has been authorized by the Acquirer o operate andreaze he Shares (wheter in dematriaized form or physical fom, eitred or unegstered) are siglo pariipata information menos yng tothe cedtot he Specal Escrow Aecout, accordance withe SEBI [SAST)Reguaons inthis Ofer at anytime ding he enderng period or his Ofer 3. ThePAand is DPS woudalso be avalon SEBYs Websteat wn sbi goxin

• shal be computed onthe revised consideration calculated at such revsed ofr pce oro sie and any Acknowledgement (Form of Acceptance") wil be slecrencaly maledspached tal th Public Regulation 12ofthe SEB SAST) Reguations an Link time nda Private Lined ax Registrar the pen adonal amount requted wal ba funded bythe Acar andor tha PRC, ior eect such vison, n Shareholders whose names appari the register of membersofhe Target Company athe cose ofbusness (fee The carta dts esse enieved below twensot Regulation 17(2) fh SEB SAST) Reguatons haus te entedDato.e Febuary 3,2021 a —

• the Manager tothe Oe is sated about the abt of the Acquirer and the PACs to implement the Ofer the lentes Date, or hase who have not eceved the LOF, may ato paricpae in ths en fey «| K RY NOTE LINK Intime 'czardanco wth he SEBI(SAST) Regulations. Tho Manager th Ofer cont tha! he fim arangemant stot notes te no vege Sea woctrg tar aera aed rm te | cma . forthe funds for payment trough veriiate means aren place ofl te Of obigaton in terms fhe SEB] consent paras inthis Ofer spe eters and coretons ofthis Ofer as set oun this DPS and to ba te Financial Servos Limit i iwe lide iio 08 the Ofer that would bo annexed tthe LOF, which may aso be oblaiod fom the SEBI website | The Ruby, th Flor, Senapatat Nar, Naa iouesiifsatte hee VL STATUTORY ANDOTHERAPPROVALS twnsbigoin er tom he websteof Linke Inga Private Lima (Registrar to the Ofer") at | Dadar (Wes, Muna 00028, Nahrasra, na | Mumbs-4O088 hares, 1. __Asondsteottis PS, othe best the rawlede ofthe Acie andthe PAC hee area statutory orator wnt inkrime coin Th appication along wih al he ter leant documents requredte be submited shal | Tel: +9t 226826 6000-0 8875717981 Fl 491 approvals euired a complet tis Ofer Furhe, fe cansurmaton of he Underyng Transaction is subject be sent only oho Registrar ho Ofer al he adass mendones below, so as toroach he Regsartotne | Fax: 191 22 6826 683 Fax: +91 24918 6105 tb satsfacion ofthe condions precedent spect inthe SPA (ules waived in accordance with be Ofer dung business hours onorbetorethe date ofclosingothe tendering paid smal: mbd@heyoteni net Email: pimefocusofer@linkintime on

• 2 anysauory approvals re reuited or become applicable orto completion ofthe Ole he Ofer woudbe teapefteLOF by sot pan nsdngenaconnefCOMD-1Bpandem shalnaivaldatthsOe. | Webel at Ce oka ee

• vent tat such story approvals Becoming applicable pr o competion ofthe Ofer are reused or provided under the SEB! (SAST) Reglaton an the SEBI crcl CIRICFDIPOLICYICELLI120°5 dated |_N: L67120ME | Gi Uar thesis not received or reasons aud th reasonable contol af he Acura andor th PACS, ters of 'Apa 13, 2015 rad with SEBI cedar CFDIDCRZICIRP20%6/13 dated Decombor 9, 2016 (as may bo posi ura wicca

• subject terecept of su} star eppcva. The aur end PACsiay wane fein he 5. The Ofer wi be imple by the Acme dhe PACs tough te sock change mectans as | SEB! Regitatn No. NCSes Rein Hac Regdaton 21) of SEBI(SAST) Ragas nthe evontfwiraal, th equre an the PACS (rough 'ended fom time ote} A separate wow wouldbe proved by be Sock Exchange orf prpose. oiaeunncaerr mone te Manager ote Oe stl wth 2) Woting Cesc sch hava mle avamurcenetot 6, _ASEshaleheDesgaed Sot Exchanger pupae a rr gay Sarit er a ci ' 'such withcrawal tng the rounds forthe witcrawaln accordance with Regdaton 232) of SEBI(SAST) 7. The aoqrer an he PACs have apponed Keynote Capals Life (Buying Broker') as thebrokerforthe [____ Aa Holdings I ]

KEYNOTE

Keynote Capitals Limited

'Address: The Ruby, 9h Floor, Senapati Bapat Marg, Dada (W), Mumba 400 028 Contact Person: It. Alpesh Mehta, Email: alpesh@keyrotenda net, To: +81-22-6826 6000,