Sandhar Technologies Limited — Major Shareholding Notification 2023

Dec 8, 2023

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Ref: STL/SE/2023-24/Reg 10(6)SAST/50

Dated:8[th] December, 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 inter-se transfer of shares between immediate relatives in accordance with the Regulation 10(6) 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 report under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) for acquisition of shares between the immediate relatives (belonging to promoter group) as given hereunder: -

Date of Transaction	Name of the Transferor/Seller	Name of the Transferee/ **Acquirer **	Number of Shares acquired
8thDecember, 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 Group before and after the above inter-se transaction remains the same.

The Report under Regulation 10(6) of Takeover Regulations, for the above said acquisition, in the prescribed format, as received from Shri Jayant Davar (Acquirer), is enclosed herewith for your information and records.

Kindly take the same on record.

Thanking You Yours Faithfully

For Sandhar Technologies Limited

Komal Digitally signed by Komal Malik (Komal Malik) Malik Date: 2023.12.08 16:59:23 +05'30' 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

08[th] December, 2023

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

Subject: Report under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) for acquisition of shares.

Dear Sir/ Madam,

Please find attached the report under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers ) Regulations, 2011 in the prescribed format, in respect of the acquisition of 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 herein as Annexure-1.

The acquisition is an inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(i) of Takeover Regulations. However, kindly note that the said acquisition does not fall under the category of transaction which trigger, an open offer, under Regulation 3 and Regulation 4 of Takeover Regulations. The submission of the report under Regulation 10(6) is solely for informational purposes.

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

Thanking You, Yours faithfully,

Jayant Digitally signed by Jayant Davar Davar Date: 2023.12.08 11:35:39 +05'30' Jayant Davar Enclosed: As above

CC: Company Secretary / Compliance Officer

Sandhar Technologies Limited. Plot-13, Sector-44, Gurugram, Haryana- 122002

Annexure-1

– Format for Disclosures under Regulation 10(6) Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 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	Sandhar Technologies Limited NSE Scrip Code : SANDHAR BSE Scrip Code : 541163
2.	Name of the acquirer(s)		Mr. Jayant Davar(Acquirer)
			PAC (Other than Acquirer & Seller) Ms. Monica Davar Mr. Neel Jay Davar Ms. Santosh Davar Ms. Poonam Juneja M/s Sanjeevni Impex Private Limited M/s YSG Estates Private Limited M/s Sandhar Infosystems Limited M/s Jubin Finance And Investment Limited M/s Sandhar Estates Private Limited
3.	Name of the stock exchange where shares of the TC are listed		National Stock Exchange of India Limited, and BSE Limited
4.	Details of the transaction including rationale, if any, for the transfer/ acquisition of shares.		Inter-se transfer of 8,39,582 (Eight Lakhs Thirty- Nine Thousand Five Hundred Eighty-Two) shares among immediate relatives by way of gift from Mr. Dharmendar Nath Davar to Mr. Jayant Davar.
5.	Relevant regulation under which the acquirer is exempted from making open offer.		The acquisition is an inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(i) of Takeover Regulations. However, kindly note that the said acquisition does not fall under the category of transaction which trigger, an open offer, under Regulation 3 and Regulation 4 of Takeover Regulations. The submission of the report under Regulation 10(6) is solely for informational purposes.
6.	Whether disclosure of proposed acquisition was required to be made under regulation 10 (5) and if so, - whether disclosure was made and whether it was made within the timeline specified under the regulations. - date of filing with the stock exchange.		Yes, the disclosure was made within the timeline specified. The same was submitted to exchanges on 30th November 2023.
7.	Details of acquisition -Direct		Disclosures required to be made under regulation 10(5)	Whether the disclosures under regulation 10(5) are actuallymade
	a.	Name of the transferor / seller	Mr. Dharmendar Nath Davar	Yes
	b.	Date of acquisition	08-12-2023	Yes

	c.	Number of shares/ voting rights in respect of the acquisitions from each person mentioned in 7(a) above	8,39,582 (Eight Lakhs Thirty-Nine Thousand Five Hundred Eighty-Two) Equity Shares.	8,39,582 (Eight Lakhs Thirty-Nine Thousand Five Hundred Eighty-Two) Equity Shares.	8,39,582 (Eight Lakhs Thirty-Nine Thousand Five Hundred Eighty-Two) Equity Shares.	8,39,582 (Eight Lakhs Thirty-Nine Thousand Five Hundred Eighty-Two) Equity Shares.
	d.	Total shares proposed to be acquired / actually acquired as a % of diluted share capital of TC	1.39% of the Total Paid Up Equity Share Capital of the target Company.
	e.	Price at which shares are proposed to be acquired / actually acquired	N.A (As acquired without consideration by way of gift from immediate relative.)
8.	Shareholdingdetails		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
	a	Each Acquirer/ Transferee
		Mr. Jayant Davar(Acquirer)	3,14,31,396	52.22%	3,22,70,978	53.61%
		PAC other than Acquirer & Seller:
		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
	b	Each Seller/ Transferor
		Mr. Dharmendar Nath Davar	8,39,582	1.39%	Nil	Nil
		Total(a+b)	4,23,62,245	70.38%	4,23,62,245	70.38%

Thanking You, Yours faithfully,

Jayant Digitally signed by Jayant Davar Davar Date: 2023.12.08 11:36:05 +05'30' Jayant Davar (Acquirer)