Sandhar Technologies Limited — Major Shareholding Notification 2023

Nov 30, 2023

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Ref: STL/SE/2023-24/Reg 10(5)SAST/49

Dated:30[th] November, 2023

To, Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

To,

Listing Department, National Stock Exchange of India Limited C-1, G-Block, Bandra-Kurla Complex, Bandra (East) Mumbai – 400 051

BSE Code: 541163; NSE: SANDHAR

Sub: Disclosure of proposed inter-se transfer of shares between immediate relatives in accordance with the Regulation 10(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”).

Respected Sir/Madam,

With reference to the captioned subject, this is to inform that the Company has received an intimation under Regulation 10(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) for proposed acquisition of shares between the immediate relatives as given hereunder: -

Date of Proposed Transaction	Name of the Transferor	Name of the Transferee/ Acquirer Number of Shares proposed to be acquired	Name of the Transferee/ Acquirer Number of Shares proposed to be acquired
On or after 7th December, 2023	Shri Dharmendar Nath Davar (Promoter of the Company)	Shri Jayant Davar (Promoter of the Company)	8,39,582 (Eight Lakhs Thirty-Nine Thousand Five Hundred Eighty Two) equity shares being 1.39% of the paid up share capital of the Company.

The aggregate holding of Promoter and Promoter Group before and after the above proposed inter-se transaction will remains the same.

In this connection the disclosure under Regulation 10(5) of Takeover Regulations, for the above said acquisition in the prescribed format, as received from Shri Jayant Davar, is enclosed herewith for your kind information and records.

Kindly take the same on record.

Thanking You Yours Faithfully

For Sandhar Technologies Limited

Komal Digitally signed by Komal Malik Malik Date: 2023.11.30 16:12:23 +05'30' (Komal Malik) Company Secretary & Compliance Officer. Encl: As above

Sandhar Technologies Limited

Corporate Office: 13, Sector-44, Gurugram-122 002, Haryana, India. Ph: + 91 12-4518900 Registered Office: B-6/20, L.S.C., Safdarjung Enclave, New Delhi-110 029, India, Ph: +91-11-40511800 E-mail: enquiries@sandhar.in, website: www.sandhargroup.com; CIN-L74999DL1987PLC029553

30[th] , November, 2023

To: To: National Stock Exchange of India BSE Limited Limited Exchange Plaza, C/1, Block G, Phiroze Jeejeebhoy Towers Bandra-Kurla Complex, Bandra Dalal Street, Fort, (East) Mumbai – 400 051 Mumbai – 400 001 NSE Scrip Code : SANDHAR BSE Scrip Code : 541163

Subject: Intimation under Regulation 10(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) for proposed acquisition of shares

Dear Sir/Madam,

Please find attached the intimation under Regulation 10(5) of the Securities and Exchange Board of India (SAST) Regulations, 2011 in the prescribed format, in respect of the proposed acquisition of following shares:

• a) 8,39,582 (Eight Lakhs Thirty-Nine Thousand Five Hundred Eighty-Two) Equity Shares of Sandhar Technologies Limited (“ SANDHAR ” or “ Target Company ” or “TC” ) being 1.39% of the paid-up share capital (Direct Acquisition).

The details of the same are appended hereto as Annexure-1.

The proposed acquisition is pursuant to inter-se transfer of shares amongst qualifying persons as specified in Regulation of 10(1)(a)(i) of Takeover Regulations.

This is for your information and records. Kindly acknowledge the receipt.

Thanking You, Yours faithfully,

Jayant Digitally signed by Jayant Davar Davar Date: 2023.11.30 12:42:59 +05'30' Jayant Davar (Acquirer)

Enclosed: As above

CC: Company Secretary / Compliance Officer Sandhar Technologies Limited. Plot-13, Sector-44, Gurugram, Haryana- 122002

Annexure-1

- Format for Disclosure under Regulation 10(5) Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	Name of the Target Company (TC)	Sandhar Technologies Limited NSE Scrip Code : SANDHAR BSE Scrip Code : 541163
2.	Name of the acquirer(s)		Mr. Jayant Davar
3.	Whether the acquirer(s) is/ are promoters of the TC prior to the transaction. If not, nature of relationship or association with the TC or its promoters		Mr. Jayant Davar is the promoter of TC.
4.	Details of the proposed acquisition
	a.	Name of the person(s) from whom shares are to be acquired	Mr. Dharmendar Nath Davar
	b.	Proposed date of acquisition	On or after 7thDecember, 2023
	c.	Number of shares to be acquired from each person mentioned in 4(a) above	Mr. Jayant Davar intends to acquire 8,39,582 (Eight Lakhs Thirty Nine Thousand Five Hundred Eighty Two) Equity Shares directly of the TC.
	d.	Total shares to be acquired as % of share capital of TC	8,39,582 (Eight Lakhs Thirty Nine Thousand Five Hundred Eighty Two) equity shares being 1.39% ofthe paid up share capitaloftheTC.
	e.	Price at which shares are proposed to be acquired	NIL / Not Applicable Transfer of Equity Shares by way of Gift, without consideration through off market transaction.
	f.	Rationale, if any, for the proposed transfer	Inter-se transfer of shares among immediate Relatives as envisaged in Regulation 10(1)(a)(i) of Takeover Regulations.
5.	Relevant sub-clause of regulation 10(1)(a) under which the acquirer is exempted from making open offer		Exemption under Regulation 10(1)(a)(i) of Takeover Regulations.
6.	If, frequently traded, volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC arerecorded during suchperiod.		Not Applicable (Transfer of Equity Shares by way of gift without consideration through off market transaction. )
7.	If in-frequently traded, the price as determined in terms of clause (e) of sub- regulation (2) of regulation 8.		Not Applicable

8.	Declaration by the acquirer, that the acquisition price would not be higher by more than 25% of the price computed in point 6 or point 7 as applicable.	Not Applicable	Not Applicable	Not Applicable	Not Applicable
9.	i. Declaration by the acquirer, that the transferor and transferee have complied / will comply with applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeover Regulations 1997) ii. The aforesaid disclosures made during previous 3 years prior to date of proposed acquisition to be furnished.	The Acquirer hereby declares that the transferor and transferee have complied with, and will comply with the applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011. Not applicable, being inter-se transfer amongst immediate relatives covered under Regulation 10(1)(a)(i) of Takeover Regulations
10.	Declaration by the acquirer that all the conditions specified under regulation 10(1)(a) with respect to exemptions has been duly complied with.	It is hereby declared that all the applicable conditions specified under Regulation 10(1)(a)(i) of Takeover Regulations with respect to the exemption has been complied with.
11.	Shareholding	Pre- Transaction		Post Transaction
		No. of shares held	% w.r.t total share capital of TC	No. of Shares held	% w.r.t total share capital of TC
	Acquirer(s) and PACs (other than sellers)(*)
	Mr. Jayant Davar(Acquirer)	3,14,31,396	52.22%	3,22,70,978	53.61%
	PAC other than Sellers:
	1.Ms.Monica Davar	26,22,930	4.36	26,22,930	4.36
	2. Mr. Neel Jay Davar	15,55,995	2.59	15,55,995	2.59
	3.Ms.Santosh Davar	7,85,950	1.31	7,85,950	1.31
	4.Ms.Poonam Juneja	62,265	0.10	62,265	0.10
	5.M/s Sanjeevni Impex Private Limited	16,84,738	2.80	16,84,738	2.80
	6. M/s Ysg Estates Private Limited	16,62,032	2.76	16,62,032	2.76
	7. M/s Sandhar Infosystems Limited	7,93,569	1.32	7,93,569	1.32
	8. M/s Jubin Finance And Investment Ltd	5,73,508	0.95	5,73,508	0.95
	9. M/s Sandhar Estates Private Limited	3,50,280	0.58	3,50,280	0.58

	Sellers/ Transferors
	Mr. Dharmendar Nath Davar	8,39,582	1.39%	Nil	Nil

Thanking You Yours Faithfully

Jayant Digitally signed by Jayant Davar Davar Date: 2023.11.30 12:43:25 +05'30' Jayant Davar (Acquirer)