Symphony Limited

April 24, 2023

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To, To, National Stock Exchange of India Limited BSE Limited Symbol – Symphony Security Code – 517385

Sub.: Submission of Letter of Offer (LoF) for buyback of equity shares of Symphony Limited (“Company”)

Dear Sir/ Madam,

This is in furtherance to our intimation vide letter dated March 22, 2023, informing you of the filing of the Draft Letter of Offer in connection with the Buyback with the Securities and Exchange Board of India.

Pursuant to regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, we hereby enclose a copy of the Letter of Offer dated April 24, 2023.

You are requested to take note of the following schedule of activities in relation to the Buyback:

Sr. No.	Activity	Schedule of Activities	Schedule of Activities
		Day	Date
1.	Buyback Opening Date	Wednesday	May 03, 2023
2.	BuybackClosingDate	Wednesday	May17,2023
3.	Last date of receipt of completed Tender Form and other specified documents including physical certificates (if and as applicable) by theRegistrarto theBuyback	Wednesday	May 17, 2023
4.	Last date of completion of settlement of bids on the BSE	Friday	May 26, 2023

Please note that a copy of the Letter of Offer and Tender Form is also available on the website of (a) the Company www.symphonylimited.com; (b) the Manager to the Buyback www.ambit.co; (c) the Registrar www.bigshareonline.com; (d) Securities and Exchange Board of India www.sebi.gov.in (e) BSE Limited www.bseindia.com and (f) National Stock Exchange of India Limited www.nseindia.com.

Kindly take the same on your record and oblige.

Thanking You,

Yours Truly,

For Symphony Limited MAYUR Digitally signed by MAYUR CHIMANBHAI CHIMANBHAI BARVADIYA Date: 2023.04.24 22:57:47 BARVADIYA +05'30' Mayur Barvadiya Company Secretary and Head - Legal

Encl: As above

Regd. Off.: Symphony Limited, “Symphony House”, FP-12, TP-50, Off S.G. Highway, Bodakdev, Ahmedabad -380 059, India T: +91-79-66211111, F: +91-79-66211139-40 l Email – [email protected] I www.symphonylimited.com CIN - L32201GJ1988PLC010331

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered Equity Shareholder (as defined hereinafter) of Symphony Limited as on the Record Date, being Wednesday, March 29, 2023, in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“ Buyback Regulations ”). If you require any clarifications about the action to be taken, you may consult your stock broker or your investment consultant or the Manager to the Buyback i.e., Ambit Private Limited or the Registrar to the Buyback i.e., Bigshare Services Private Limited. Please refer to the section “ Definition of Key Terms ” on page 3 of this Letter of Offer for the definition of the capitalised terms used herein.

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Corporate Identity Number: L32201GJ1988PLC010331

Registered Office: “Symphony house”, Third Floor, FP12, TP50, Off S. G. Highway, Bodakdev, Ahmedabad – 380 059, Gujarat, India Tel: +91 79 6621 1111, Fax: +91-79-6621 1140, Email: [email protected] Website: www.symphonylimited.com.

Contact Person: Mr. Mayur Barvadiya, Company Secretary and Compliance Officer

OFFER TO BUYBACK NOT EXCEEDING 10,00,000 (TEN LAKH) FULLY PAID-UP EQUITY SHARES OF THE COMPANY OF THE FACE VALUE OF ₹ 2/- (INDIAN RUPEES TWO ONLY) EACH, FROM ALL ELIGIBLE SHAREHOLDERS (EQUITY SHAREHOLDERS AS ON THE RECORD DATE, BEING WEDNESDAY, MARCH 29, 2023) ON A PROPORTIONATE BASIS, THROUGH THE ‘TENDER OFFER’ PROCESS, AT A PRICE OF ₹2,000/- (INDIAN RUPEES TWO THOUSAND ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE MAXIMUM AMOUNT NOT EXCEEDING ₹200,00,00,000/- (INDIAN RUPEES TWO HUNDRED CRORES ONLY) EXCLUDING THE TRANSACTION COSTS.

The Buyback is being undertaken in accordance with Article 48 of the Articles of Association of the Company, Sections 68, 69, 70, 108, 110 and all other applicable provisions of the Companies Act, 2013, as amended (the “ Companies Act ”) and the relevant rules made thereunder including the Companies (Share Capital and Debentures) Rules, 2014 (“ Share Capital and Debentures Rules ”) and the Companies (Management and Administration) Rules, 2014, (“ Management and Administration Rules ”), to the extent applicable, the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ( “ Buyback Regulations ” ) read with the SEBI Circulars (defined below) and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI Listing Regulations ”), to the extent applicable, and including any amendments, statutory modifications or re-enactments thereof, for the time being in force and subject to such other approvals, permissions, consents, exemptions and sanctions, as may be necessary and subject to any modifications and conditions, if any, as may be prescribed by Securities and Exchange Board of India (“ SEBI ”), Reserve Bank of India (“ RBI ”), Registrar of Companies, Gujarat (“ ROC ”), BSE Limited (“ BSE ”), National Stock Exchange of India Limited (“ NSE ”) (together, the “ Stock Exchanges ”) and/ or other relevant authorities, institutions or bodies, (together with SEBI, RBI and ROC, the “ Appropriate Authorities ”) while granting such approvals, permissions, sanctions and exemptions, which may be agreed by the Board.
The maximum amount required for the Buyback will not exceed ₹200,00,00,000/- (Indian Rupees Two Hundred Crores Only) excluding the Transaction Costs (defined below), being 24.76% and 24.69% of the total of the paid-up capital and free reserves as per the audited standalone and consolidated financial statements of the Company as on March 31, 2022 respectively (being the latest audited standalone and consolidated financial statements available as on the date of the Board Meeting recommending the proposal of the Buyback). The Buyback Offer Size is within the statutory limit of 25% of the aggregate of the paid-up capital and free reserves of the Company as per Section 68(2)(c) of the Companies Act and Regulation 4(i) of the Buyback Regulations.
The Letter of Offer shall be sent to all Eligible Shareholders/ Beneficial Owner(s) of the Company (as on the Record Date, being, Wednesday, March 29, 2023) in accordance with the Buyback Regulations and such other circulars or notifications, as may be applicable.
For details of the procedure for tender and settlement, please refer to the “ Procedure for Tender Offer and Settlement ” on paragraph 22 on page 38 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the “ Tender Form ”) along with the share transfer form (“ Form SH-4 ”) are enclosed together with this Letter of Offer.
For details of the procedure for Acceptance, please refer to the “ Process and Methodology for the Buyback” on paragraph 21 on page 33 of this Letter of Offer.
For mode of payment of cash consideration to the Eligible Shareholders, please refer to “ Procedure for Tender Offer and Settlement - Method of Settlement ” on paragraph 22(C) on page 45 of this Letter of Offer.
A copy of the Public Announcement and this Letter of Offer (including the Tender Form and SH-4) shall be made available on the website of the Company at www.symphonylimited.com and is expected to be available on the websites of Securities and Exchange Board of India at www.sebi.gov.in, NSE at www.nseindia.com, BSE at www.bseindia.com, the Manager to the Buyback i.e., www.ambit.co and on the website of the Registrar to the Buyback www.bigshareonline.com.
Eligible Shareholders are advised to read this Letter of Offer and in particular refer to “Details of Statutory Approvals ” and “ Note on Taxation ” on paragraph 19 and paragraph 23 on page 32 and page 47 of this Letter of Offer, respectively, before tendering their Equity Shares in the Buyback.

	MANAGER TO THE BUYBACK	REGISTRAR TO THE BUYBACK
	Ambit Private Limited Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 Tel No.:+91 22 6623 3030 Contact Person:Jitendra Adwani / Devanshi Shah Email:[email protected] ;Website: www.ambit.co Investor Grievance Email: [email protected] SEBI Registration No.:INM000010585 Validity Period:Permanent CIN:U65923MH1997PTC109992	Bigshare Services Private Limited Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra, India. Tel No.: + 91 22 6263 8200Fax: +91 22 6263 8299 Contact Person: Jibu John E-mail: [email protected]; Website: www.bigshareonline.com Investor Grievance Email: [email protected] SEBI Registration No.: INR000001385 Validity Period: Permanent CIN: U99999MH1994PTC076534
	BUYBACK PROGRAMME
	BUYBACK OPENS ON	WEDNESDAY, MAY 03, 2023
	BUYBACK CLOSES ON	WEDNESDAY, MAY 17, 2023
	LAST DATE AND TIME FOR RECEIPT OF COMPLETED TENDER	WEDNESDAY, MAY 17, 2023 By 5.00 p.m. (IST)
	FORMS AND OTHER SPECIFIED DOCUMENTS BY THE
	REGISTRAR TO THE BUYBACK

1.	SCHEDULE OF ACTIVITIES FOR THE BUYBACK.............................................................................. 3
2.	DEFINITIONS OF KEY TERMS.............................................................................................................. 3
3.	DISCLAIMER CLAUSE......................................................................................................................... 7
4.	TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS......... 9
5.	DETAILS OF THE PUBLIC ANNOUNCEMENT................................................................................... 14
6.	DETAILS OF THE BUYBACK............................................................................................................... 14
7.	INTENTION OF THE PROMOTERS, MEMBERS OF THE PROMOTER GROUP AND PERSONS IN
	CONTROL OF THE COMPANY TO TENDER THEIR EQUITY SHARES IN THE BUYBACK.......... 16
8.	AUTHORITY FOR THE BUYBACK...................................................................................................... 19
9.	NECESSITY OF THE BUYBACK.......................................................................................................... 19
10.	MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE
	COMPANY.............................................................................................................................................. 20
11.	BASIS OF CALCULATING THE BUYBACK OFFER PRICE............................................................... 21
12.	SOURCES OF FUNDS FOR THE BUYBACK........................................................................................ 22
13.	DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN........ 22
14.	FIRM FINANCIAL ARRANGEMENT................................................................................................... 22
15.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN............................................................... 23
16.	BRIEF INFORMATION ABOUT THE COMPANY............................................................................... 24
17.	FINANCIAL INFORMATION ABOUT THE COMPANY...................................................................... 27
18.	STOCK MARKET DATA....................................................................................................................... 30
19.	DETAILS OF THE STATUTORY APPROVALS.................................................................................... 32
20.	DETAILS OF REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE................................ 33
21.	PROCESS AND METHODOLOGY FOR THE BUYBACK.................................................................... 33
22.	PROCEDURE FOR TENDER OFFER AND SETTLEMENT................................................................. 38
23.	NOTE ON TAXATION............................................................................................................................ 47
24.	DECLARATION BY THE BOARD OF DIRECTORS............................................................................. 50
25.	REPORT BY THE COMPANY’S STATUTORY AUDITOR ON PERMISSIBLE CAPITAL PAYMENT
	................................................................................................................................................................. 51
26.	DOCUMENTS FOR INSPECTION......................................................................................................... 54
27.	DETAILS OF COMPANY SECRETARY AND COMPLIANCE OFFICER............................................ 54
28.	DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL OWNERS55
29.	DETAILS OF THE INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACK............ 55
30.	DETAILS OF THE MANAGER TO THE BUYBACK............................................................................ 55
31.	DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN
	THE LETTER OF OFFER...................................................................................................................... 56
32.	TENDER FORMS................................................................................................................................... 56

1. SCHEDULE OF ACTIVITIES FOR THE BUYBACK

Sr. No.	Activity	Schedule of Activities	Schedule of Activities
		Day	Date
1.	Date of Board Meeting approving the proposal for the Buyback	Wednesday	February 8, 2023
2.	Date of declaration of the result of the postal ballot for passing special resolution by the Equity Shareholders of the Company, approving the Buyback	Thursday	March 16, 2023
3.	Date of Public Announcement for the Buyback	Thursday	March 16, 2023
4.	Date of publication of the Public Announcement for the Buyback in newspapers	Friday	March 17, 2023
5.	Record Date for determining the names of the Eligible Shareholders and the Buyback Entitlement	Wednesday	March 29, 2023
6.	Buyback Opening Date	Wednesday	May 03, 2023
7.	Buyback Closing Date	Wednesday	May 17, 2023
8.	Last date of receipt of completed Tender Form and other specified documents including physical certificates (if and as applicable) by the Registrar to the Buyback	Wednesday	May 17, 2023
9.	Last date of verification of Tender Forms by Registrar to the Buyback	Thursday	May 25, 2023
10.	Last date of intimation to the Stock Exchanges regarding Acceptance/ non-acceptance of tendered Equity Shares by the Registrar to the Buyback	Thursday	May 25, 2023
11.	Last date of completion of settlement of bids on the BSE	Friday	May 26, 2023
12.	Last date of dispatch of share certificate(s) by the Registrar to the Buyback / return of unaccepted Demat Shares by the Stock Exchanges to Eligible Shareholders / payment to Eligible Shareholders	Friday	May 26, 2023
13.	Last date of extinguishment of the Equity Shares bought back	Friday	June 02, 2023

Note: Where last dates are mentioned for certain activities, such activities may take place on or before the respective last dates.

2. DEFINITIONS OF KEY TERMS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy, circular, notification or clarification as amended, supplemented, or reenacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the Buyback Regulations, the Companies Act, the Depositories Act, and the rules and regulations made thereunder.

Term	Description
Acceptance/Accepted	Acceptance of Equity Shares tendered by the Eligible Shareholders in the Buyback
Acquisition Window	The facility for acquisition of Equity Shares through the mechanism provided by the Designated Stock Exchange i.e., BSE in the form of a separate window in accordance with the SEBI Circulars
Additional Equity Shares	Additional Equity Shares tendered by an Eligible Shareholder over and above the Buyback Entitlement of such Eligible Shareholder not exceeding the Equity Shares held by such Eligible Shareholder on the Record Date

Term	Description
Articles of Association	Articles of Association of the Company, as amended from time to time
Appropriate Authorities	SEBI, RBI and ROC
Board/ Board of Directors	Board of Directors of the Company (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorized ‘Buyback Committee’thereof)
Board Meeting	Meeting of the Board of Directors held on Wednesday, February 8, 2023, wherein among other things, the proposal for the Buyback was approved
Board Resolution	The resolution of the Board of Directors passed in the Board Meeting
BSE	BSE Limited
Buyback or Buyback Offer or Offer	Offer by the Company to buyback, not exceeding 10,00,000 Equity Shares at a price of ₹2,000/- (Indian Rupees Two Thousand Only) per Equity Share, payable in cash, for an aggregate maximum amount not exceeding ₹200,00,00,000/- (Indian Rupees Two Hundred Crores only), excluding any expenses incurred or to be incurred for the buyback viz. brokerage, costs, fees, turnover charges, taxes such as tax on buyback, securities transaction tax and goods and services tax (if any), stamp duty, printing and dispatch expenses, if any, from all the Eligible Shareholders as on the Record Date, through the Tender Offer process on a proportionate basis in terms of the Buyback Regulations read with SEBI Circulars.
Buyback Closing Date	Wednesday, May 17, 2023
Buyback Committee	A committee constituted by the Board, comprising of Naishadh Parikh, Independent Director, Achal Bakeri, Chairman and Managing Director, Nrupesh Shah, Executive Director, Girish Thakkar, Chief Financial Officer and Mayur Barvadiya, Company Secretary, Authorised Representatives of the Company pursuant to a resolution passed by the Board dated February 8, 2023, to exercise certain powers in relation to the Buyback
Buyback Entitlement/ Entitlement	The number of Equity Shares that an Eligible Shareholder is entitled to tender in the Buyback, which is computed based on the number of Equity Shares held by such Eligible Shareholder as on the Record Date and the ratio/ percentage of Buyback applicable in the category, to which such Eligible Shareholder belongs
Buyback Opening Date	Wednesday, May 03, 2023
Buyback Offer Price	Price at which Equity Shares will be bought back from the Eligible Shareholders i.e., ₹2,000/- (Indian Rupees Two Thousand Only) per Equity Share, payable in cash
Buyback Offer Size	Number of Equity Shares proposed to be bought back i.e., not exceeding 10,00,000 Equity Shares multiplied by the Buyback Offer Price (i.e., ₹2,000/- (Indian Rupees Two Thousand Only) aggregating to a maximum amount of ₹200,00,00,000/- (Indian Rupees Two Hundred Crores Only). The Buyback Offer Size excludes Transaction Costs
Buyback Period	The period between the date of the declaration of results of the postal ballot through special resolution i.e., Thursday, March 16, 2023 and the date on which the payment of consideration to the Eligible Shareholders who have accepted the Buyback is made
Buyback Regulations	Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, for the time being in force including any statutory modifications and amendments from time to time
CDSL	Central Depository Services (India) Limited
CIN	Corporate Identity Number
Clearing Corporation	Indian Clearing Corporation Limited
Companies Act	Companies Act, 2013, as amended and rules framed thereunder
“Company” or “Our Company” or “we” or “us” or “our”	Symphony Limited
Company Demat Account	A demat account of the Company wherein Demat Shares bought back in theBuybackwould be transferred

Term	Description
Company’s Broker	Ambit Capital Private Limited
Compliance Officer	Mayur Barvadiya
Demat Share(s)	Equity Share(s) of the Company in dematerialised form
Depositories	Together, NSDL and CDSL
Depositories Act	Depositories Act, 1996, as amended and rules framed thereunder
Designated Stock Exchange or DSE	BSE Limited
DIN	Director Identification Number
Director(s)	Director(s) of the Company
DP	Depository Participant
Draft Letter of Offer	The draft letter of offer dated March 22, 2023, filed with SEBI
EBITDA	Earnings before interest, taxes, depreciation, and amortization
Eligible Shareholders	Equity Shareholders eligible to participate in the Buyback and would mean all shareholders/ beneficial owners of the Equity Shares of the Company on the Record Date, being Wednesday, March 29, 2023, but do not include such shareholders/ beneficial owners of the Equity Shares who are not permitted under the applicable law to tender Equity shares in the Buyback
EPS	Earnings per Equity Share
Equity Shareholder(s) / Shareholder(s)	Holders of Equity Shares and includes beneficial owners thereof
Equity Share(s)	Fully paid-up equity share(s) of the Company having the face value of ₹ 2/-(Indian Rupees Two Only) each
Escrow Account	The Escrow Account in the name and style of “SYMPHONY LIMITED- BUYBACK ESCROW A/C” opened with ICICI Bank Limited in accordance with the Buyback Regulations
Escrow Agent	ICICI Bank Limited
Escrow Agreement	The agreement dated April 17, 2023 entered into between the Company, the Manager to the Buyback and the Escrow Agent, pursuant to which certain arrangement for Escrow Account is made in relation to the Buyback
FEMA	The Foreign Exchange Management Act, 1999, as amended from time to time, including rules, regulations, circulars, directors and notifications issued thereunder
FII(s)	Foreign Institutional Investor(s)
FPI(s)	Foreign Portfolio Investors as defined under Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended
General Category	Eligible Shareholders other than the Small Shareholders
HUF	Hindu Undivided Family
IST	Indian Standard Time
IT Act/ Income Tax Act	Income Tax Act, 1961, as amended
Letter of Offer	This letter of offer dated Monday, April 24, 2023 issued to the Shareholders containing disclosures in relation to the Buyback as specified in Schedule III of the Buyback Regulations, including observations received from SEBI on the Draft Letter of Offer
Management and Administration Rules	Companies (Management and Administration) Rules, 2014, as amended
Manager to the Buyback or Merchant Banker to the Buyback	Ambit Private Limited
NA	Not applicable
Non-Resident Shareholders	Includes Non-resident Indians (NRI) and FPIs and foreign corporate bodies (including erstwhile overseas corporate bodies)
NSDL	National Securities Depository Limited
NSE	National Stock Exchange of India Limited

Term	Description
PAN	Permanent Account Number
Postal Ballot Notice	Notice of postal ballot dated February 11, 2023 for obtaining approval for the Buyback from the Equity Shareholders of the Company
Promoter and Promoter Group or Promoters and members of Promoter Group	Achal Anil Bakeri, Rupa Achal Bakeri, Achal Anil Bakeri – HUF, Jonaki Achal Bakeri Jt. Achal Anil Bakeri, Sanskrut Tradecom Private Limited, Achal Bakeri Family Trust, Rupa Bakeri Family Trust, Jonaki Bakeri Family Trust, Hirva Bakeri Family Trust and Hirva Achal Bakeri
Physical Share(s)	Equity Share(s) of the Company in physical form
Public Announcement	Public announcement dated March 16, 2023 in connection with the Buyback in accordance with the Buyback Regulations which was published on Friday, March 17, 2023 in all editions of the English national daily newspaper, namely Financial Express, in all editions of the Hindi national daily newspaper, namely Jansatta and the Ahmedabad edition of the Gujarati daily newspaper, Financial Express (Gujarati being the regional language of Ahmedabad wherein the registered office of the Company is located)
RBI	Reserve Bank of India
Record Date	The date for the purpose of determining the Buyback Entitlement and the names of the Eligible Shareholders to whom the Letter of Offer (including the Tender Forms and SH-4) will be sent, and who are eligible to participate in the Buyback in accordance with the Buyback Regulations. The Record Date for the Buyback was Wednesday, March 29, 2023
Registrar to the Buyback or Registrar	Bigshare Services Private Limited
Reserved Category	Equity Shares reserved for the Small Shareholders
Registrar of Companies or ROC	Registrar of Companies, Gujarat
Share Capital and Debentures Rules	Companies (Share Capital and Debenture) Rules, 2014, as amended
SEBI	Securities and Exchange Board of India
SEBI Listing Regulations	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
SEBI Circulars	The mechanism for acquisition of shares through stock exchange specified by SEBI vide circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, circular no. CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, and circular no. SEBI/HO/CFD/DCR- III/CIR/P/2021/615 dated August 13, 2021, and such other circulars or notifications as may be applicable, including any further amendments thereof or statutory modifications for the time in force
Seller Member	The stockbroker of an Eligible Shareholder through whom the order for selling the Equity Shares will be placed in the Acquisition Window
Small Shareholder	As defined under Regulation 2(i)(n) of the Buyback Regulations and in relation to the Buyback means an Eligible Shareholder who holds Equity Shares of market value of not more than ₹2,00,000 (Indian Rupees Two Lakhs Only), on the basis of closing price on BSE or NSE, whichever registers the highest trading volume in respect of the Equity Shares on the Record Date.
Stock Exchanges	Together, BSE and NSE, being the stock exchanges where the Equity Shares of the Company are listed
Stock Exchange Mechanism	The “Mechanism for Acquisition of Shares through Stock Exchange”, notified by the SEBI vide SEBI Circulars
Tender Form	Form of Acceptance-cum-Acknowledgement to be filled in and sent to the Registrar by the Eligible Shareholders to participate in the Buyback
Tender Offer	Method of buyback as defined in Regulation 2(i)(q) of the Buyback Regulations
Tendering Period	Period of 10 Working Days from the Buyback Opening Date (Wednesday, May 03,2023) tilltheBuybackClosingDate (Wednesday,May17,2023)

Term	Description
	(both days inclusive)
Transaction Costs	Any expenses incurred or to be incurred for the buyback viz. brokerage, costs, fees, turnover charges, taxes such as tax on buyback, securities transaction tax and goods and services tax (if any), stamp duty, printing and dispatch expenses, if any, filing fees to SEBI and any other Appropriate Authorities, stock exchange charges, advisor/legal fees, public announcement publication expenses and other incidental and related expenses and charges
TRS	Transaction Registration Slip generated by the exchange bidding system
Working Day(s)	Working day as defined in the Buyback Regulations

Certain conventions, currency of presentation, use of financial information and stock market data

Page Numbers and Paragraph Numbers

Unless otherwise stated, all references to page numbers and paragraph numbers in this Letter of Offer are to page numbers and paragraph numbers of this Letter of Offer.

Currency and Units of Presentation

All references to “Rupee(s)” , “Rs.”, “Re.”, “₹” or “INR” are to Indian Rupees, the official currency of the Republic of India.

Financial and Other Data

Unless stated or the context requires otherwise, our financial information in this Letter of Offer is derived from the audited standalone and consolidated financial statement for the financial years ended March 31, 2020, March 31, 2021 and March 31, 2022 and unaudited standalone and consolidated financial statements for nine months ended December 31, 2022, which have been subjected to a limited review by our statutory auditors.

Our Company’s financial year commences on April 1 of each year and ends on March 31 of the next year (referred to herein as “ Financial Year ” or “ FY ”).

Certain figures contained in this Letter of Offer, including financial information, have been subject to roundingoff adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row.

All data related to financials are given in INR lakhs, unless otherwise stated.

Stock Market Data

Unless stated or the context requires otherwise, stock market data included in this Letter of Offer is derived from the websites of the Stock Exchanges.

3. DISCLAIMER CLAUSE

As required, a copy of this Letter of Offer has been submitted to SEBI. It is to be distinctly understood that submission of this Letter of Offer to SEBI should not, in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company to meet the Buyback commitments or for the correctness of the statements made or opinions expressed in this Letter of Offer. The Manager to the Buyback i.e., Ambit Private Limited, has certified that the disclosures made in this Letter of Offer are generally adequate and are in conformity with the provisions of the Companies Act and Buyback Regulations. This requirement is to facilitate Eligible Shareholders to take an informed decision for tendering their Equity Shares in the Buyback.

It should also be clearly understood that while the Company is primarily responsible for the correctness,

adequacy and disclosure of all relevant information in this Letter of Offer, the Manager to the Buyback is expected to exercise due diligence to ensure that the Company discharges its duty adequately in this behalf and towards this purpose, the Manager to the Buyback i.e., Ambit Private Limited, has furnished to SEBI a due diligence certificate dated March 22, 2023 in accordance with the Buyback Regulations, which reads as follows:

“ We have examined various documents and materials relevant to the Buyback, as part of the due-diligence carried out by us in connection with the finalisation of the public announcement dated March 16, 2023 for the Buyback (“ Public Announcement ”) which was published on Friday, March 17, 2023 and the Draft Letter of Offer dated March 22, 2023 (“ Draft Letter of Offer ”). On the basis of such examination and the discussions with the Company, we hereby state that:

the Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and papers relevant to the Buyback;
all the legal requirements connected with the said Buyback including Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended have been duly complied with;
the disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true, fair and adequate in all material respects for the shareholders/ beneficial owners of the Company to make a well informed decision in respect of the captioned Buyback; and
funds used for the Buyback shall be as per the provisions of the Companies Act, 2013, as amended. ”

The filing of this Letter of Offer with SEBI does not, however, absolve the Company from any liabilities under the provisions of the Companies Act or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Buyback.

The Promoters and members of the Promoter Group and the Board of Directors of the Company declare and confirm that no information/ material likely to have a bearing on the decision of Eligible Shareholders has been suppressed/ withheld and/ or incorporated in the manner that would amount to mis-statement/ misrepresentation, and in the event of it transpiring at any point of time that any information/ material has been suppressed/ withheld and/ or amounts to a mis-statement/ misrepresentation, the Promoters and members of the Promoter Group and Board of Directors and the Company shall be liable for penalty in terms of the provisions of the Companies Act and the Buyback Regulations.

The Promoters and members of the Promoter Group and the Board of Directors also declare and confirm that funds borrowed from banks and financial institutions will not be used for the Buyback.

3.1 Disclaimer for Persons from the United States of America

The information contained in this Letter of Offer is exclusively intended for persons who are not US Persons as defined in Regulations of the US Securities Act of 1933, as amended, and who are not physically present in the United States of America. This Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any securities in the United States of America or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of the information contained in this Letter of Offer are requested to inform themselves about, and to observe any such restrictions.

3.2 Disclaimer for Persons in foreign countries other than the United States of America:

This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. Recipients of this Letter of Offer, resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Buy-back is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations. This Letter of Offer does not in any way constitute an offer to sell, or an invitation to sell, any securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation which would subject the Company or the Manager to the Buyback to any new or additional requirements or registrations. Potential users of the information contained in this Letter of Offer are requested to inform themselves about and to observe any applicable legal requirement or restrictions.

3.3 Important Notice to all Equity Shareholders:

This Letter of Offer has been prepared for the purposes of compliance with the Buyback Regulations. Accordingly, the information disclosed herein may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of India. The Company and the Manager to the Buyback are under no obligation to update the information contained herein at any time after the date of the Letter of Offer. The Letter of Offer shall be dispatched to all Eligible Shareholders (Equity Shareholders as on the Record Date) as per the Buyback Regulations and such other circulars or notifications, as may be applicable. However, receipt of the Letter of Offer by any Equity Shareholder in a jurisdiction in which it would be illegal to make this Offer, or where making this Offer would require any action to be taken (including, but not restricted to, registration of the Letter of Offer under any local securities laws), shall not be treated by such Equity Shareholders as an offer being made to them. Any Equity Shareholder who tenders his, her or its Equity Shares in the Buyback shall be deemed to have declared, represented, warranted and agreed that he, she or it is authorised under the provisions of any applicable local laws, rules, regulations and statutes to participate in the Buyback.

3.4 Forward Looking Statement:

This Letter of Offer contains certain forward-looking statements. These forward-looking statements generally can be identified by words or phrases such as ‘aim’, ‘anticipate’, ‘believe’, ‘expect’, ‘estimate’, ‘intend’, ‘objective’, ‘plan’, ‘project’, ‘will’, ‘will pursue’, or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties associated with expectations relating to, inter-alia , regulatory changes pertaining to the industries in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industries in which the Company operates.

4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS

The Buyback has been authorised and approved by the Board of Directors at its meeting held on Wednesday, February 8, 2023. The text of the resolution of the Board of Directors is set out below:

RESOLUTION:

“ RESOLVED THAT in accordance with Article 48 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70, 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 as amended (hereinafter called the “ Act ”), the Companies (Share Capital and Debenture) Rules, 2014, the Companies (Management and Administration) Rule, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) to the extent applicable and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended (“ Listing Regulations ”) and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, (“ Buyback Regulations ”), which expression shall include any modification or re-enactment thereof, and subject to such other approvals, permissions, consents ,sanctions and exemptions of Securities and Exchange Board of India (“ SEBI ”), Reserve Bank of India (“ RBI ”), Registrar of Companies (“ RoC ”) and/ or other authorities, lenders, institutions or bodies (together with SEBI, RBI and RoC, the “ Appropriate Authorities ”), as may be necessary including the approval of the members of the Company (“ Member ” or “ Shareholder ”) by way of a special resolution by means of postal ballot, the consent of the Board of Directors of the Company (“ Board ”, which term shall be include any committee of the Board and/ or officials, which the Board may constitute/authorize to exercise its powers, including the powers conferred by this resolution) be and is hereby accorded for the buyback not exceeding 10,00,000 fully paid up equity shares of the Company having a face value of INR 2 (Indian Rupees Two only) each (“Equity Shares”) (representing up to 1.43% of the total number of Equity Shares in the paid up equity share capital of the Company as of March 31, 2022, at a price of INR

2,000/- (Indian Rupees Two Thousand only) per Equity Share (“Buyback Price”) payable in cash for an aggregate amount not exceeding INR 2,00,00,00,000 (Indian Rupees Two Hundred Crores only), excluding any expenses incurred or to be incurred for the buyback viz. brokerage costs, fees, turnover charges, taxes such as tax on buyback, securities transaction tax and goods and services tax (if any), stamp duty, printing and dispatch expenses, if any, filing fees to SEBI and any other Appropriate Authorities, stock exchange charges, advisor/legal fees, public announcement publication expenses and other incidental and related expenses and charges, (such maximum amount hereinafter referred to as the “ Buyback Size ”) which represents 24.76% and 24.69%of the total of the Company’s paid-up capital and free reserves as per the audited standalone and consolidated financial statements of the Company as on March 31, 2022, respectively, being the latest audited financial information available as on the date of the Board Meeting recommending the proposal for the Buyback, through the “tender offer” route, on a proportionate basis as prescribed under the Buyback Regulations (hereinafter referred to as the “ Buyback ”).

RESOLVED FURTHER THAT the Company implement the Buyback using the “ Mechanism for acquisition of shares through Stock Exchange ” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and the SEBI Circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, including any amendments or statutory modifications for the time being in force (“ SEBI Circulars ”).

RESOLVED FURTHER THAT in terms of Regulation 4 of the Buyback Regulations, the proposed Buyback be implemented from the existing shareholders as on record date (“ Record Date ”) in a manner the Board may consider appropriate, out of its free reserves and/or securities premium account and/or such other sources or by such mechanisms as may be permitted by applicable laws, and on such terms and conditions as the Board may decide from time to time, and in the absolute discretion of the Board, as it may deem fit under the applicable laws.

RESOLVED FURTHER THAT the Company may Buyback Equity Shares from all the existing Shareholders on a proportionate basis, provided that 15% (fifteen percent) of the number of Equity Shares which the Company proposes to buyback or number of Equity Shares entitled as per the shareholding of small shareholders, as defined in the Buyback Regulations (“ Small Shareholders ”) as on the Record Date, whichever is higher, shall be reserved for the small shareholders, as prescribed under Regulation 6 of the Buyback Regulations.

RESOLVED FURTHER THAT the Buyback from non-resident Shareholders, Overseas Corporate Bodies, Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs) etc., shall be subject to such approvals, if and to the extent necessary or required including approvals from the RBI under the applicable Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, as amended if any, Income Tax Act, 1961 and rules framed there under, as amended if any, and that such approvals shall be required to be taken by such non-resident shareholders.

RESOLVED FURTHER THAT as required by clause (x) of Schedule I in accordance with Regulation 5(iv)(b) of the Buyback Regulations, the Board do hereby confirm that they have made a full enquiry into the affairs and prospects of the Company including the projections and also considering all contingent liabilities, and have formed an opinion that:

Immediately following the date of this resolution and the date on which the result of the shareholders’ resolution passed by way of postal ballot will be declared (“ Shareholder Resolution ”) approving the proposed Buyback offer will be announced, there will be no grounds on which the Company could be found unable to pay its debts;
As regards the Company’s prospects for the year immediately following date of this resolution as well as the date of the Shareholder Resolution, having regard to Board’s intentions with respect to the management of the Company’s business during that year and to the amount and character of the financial resources which will, in the Board’s view be, available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of 1 (one) year from the date of this resolution or the Shareholder Resolution; and
That in forming the aforementioned opinion, the Board has taken into account the liabilities (including prospective and contingent liabilities) as if the Company was being wound up under the provisions of the Act or Insolvency and Bankruptcy Code, 2016 (to the extent notified).

RESOLVED FURTHER THAT Mr. Mayur Barvadiya, Company Secretary be and is hereby appointed as Compliance Officer under the Buyback Regulations for the implementation of the Buyback.

RESOLVED FURTHER THAT , the Buyback is being proposed taking into account, the operational and strategic cash requirement of the Company in the medium term (including investment in growth plans and associated capital expenditure), the Company’s past dividend pay-out trend, cash reserves and the price level of the equity shares so as to (a)The Buyback will help the Company to return surplus cash to its shareholders holding Equity Shares, thereby, enhancing the overall return to shareholders; (b) The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve allocation of number of Equity Shares as per their entitlement or 15% of the number of Equity Shares to be bought back whichever is higher, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as “small shareholder” as per Regulation 2(i)(n) of the Buyback Regulations; (c) The Buyback may help in improving its return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders’ value; and (d) The Buyback gives an option to the shareholders holding Equity Shares of the Company, who can choose to participate and get cash in lieu of Equity Shares to be accepted under the Buyback offer or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buyback offer, without additional investment.

RESOLVED FURTHER THAT the Board hereby confirms that:

All the Equity Shares for Buyback are fully paid-up;
The Company, as per provisions of Section 68(8) of the Act, shall not make further issue of the same kind of Equity Shares or other specified securities including allotment of new equity shares under clause (a) of sub-section (1) of section 62 or other specified securities within a period of 6 (six) months after the completion of the Buyback except by way of bonus shares or Equity Shares issued to discharge subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into Equity Shares;
The Company shall not raise further capital for a period of 1 (one) year from the closure of the Buyback, i.e. the date on which the payment of consideration to shareholders who have accepted the Buyback offer is made except in discharge of subsisting obligations;
The Company shall not issue any shares or other securities from the date of this resolution including by way of bonus issue till the expiry of the period of Buyback i.e., date on which the payment of consideration to shareholders who have accepted the offer of Buyback is made in accordance with the Companies Act and the Buyback Regulations;
The Company shall not buyback locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferable;
The Company shall transfer from its free reserves a sum equal to the nominal value of the Equity Shares purchased through the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent audited financial statements;
The Company shall not directly or indirectly purchase its Equity Shares through any subsidiary company including its own subsidiary companies or through any investment company or group of investment companies;
The Company shall not buyback its Equity Shares from any person through negotiated deal whether on or off the stock exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback;
There are no defaults (either in past or subsisting) in the repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company; In case any such default has ceased to subsist, a period of more than three years has lapsed;
The Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;
The funds borrowed from banks and financial institutions will not be used for the Buyback;
The aggregate maximum amount of the Buyback i.e., INR 2,00,00,00,000 (Indian Rupees Two Hundred Crores only) does not exceed 25% of the total paid-up capital and free reserves based on both audited standalone and consolidated financial statements of the Company as on March 31, 2022;
The maximum number of Equity Shares proposed to be purchased under the Buyback (not exceeding 10,00,000 Equity Shares), does not exceed 25% of the total number of Equity Shares in the paid-up Equity Share capital of the Company as on March 31, 2022;
The Company shall not make any offer of buyback within a period of 1 (one) year reckoned from the expiry

of the Buyback period i.e. date on which the payment of consideration to shareholders who have accepted the buyback offer is made in accordance with the Act and the Buyback Regulations; and the Company has not undertaken a buyback of any of its securities during the period of 1 (one) year immediately preceding the date of this Board Meeting;

There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act, as on date;
The ratio of the aggregate of secured and unsecured debts owed by the Company after the Buyback shall not be more than twice the paid-up share capital and free reserves based on both, audited standalone and consolidated financial statements of the Company as on March 31, 2022;
The Buyback shall be completed within a period of 1 (one) year from the date of passing of special resolution by way of postal ballot;
The Company shall not withdraw the Buyback offer after the draft letter of offer is filed with the SEBI or the public announcement of the offer of the Buyback is made, except where any event or restriction may render Company unable to effect Buyback;
The Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the Listing Regulations;
That the Company shall not allow buy back of its shares unless the consequent reduction of its share capital is affected;
The Company is not undertaking the Buyback to delist its Equity Shares or any other specified securities from the stock exchanges;
Consideration of the Equity Shares bought back by the Company will be paid only by way of cash; and
The information pertaining to the Company as may be set out in the Public Announcement, Draft Letter of Offer, Letter of Offer any corrigenda and all offer documents with respect to the Buyback (“ Buyback Offer Documents ”) shall be true, fair and adequate information in all material aspects and shall not contain any misleading information.

RESOLVED FURTHER THAT the powers of the Board in respect of Buyback be and are hereby delegated to the committee comprising of Mr. Naishadh Parikh, Independent Director, Mr. Achal Bakeri, Chairman and Managing Director and Mr. Nrupesh Shah, Executive Director, Mr. Girish Thakkar, Chief Financial Officer and Mr. Mayur Barvadiya, Company Secretary (“ Buy Back Committee ”).

RESOLVED FURTHER THAT , the Buyback Committee be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, expedient, usual or proper, in relation to the Buyback, including but not limited to:

To seek all regulatory approvals, if any, including of the SEBI, RBI or any Appropriate Authorities for implementing the Buyback;
To decide the specified date /Record Date for the purpose of Buyback;
To appoint, authorize, enter into agreements with and issue necessary instructions to merchant banker, registrar, custodians, advertising agencies, escrow agents, brokers, depository participants and all other intermediaries, advisors, consultants etc. as may be required, desired or considered expedient for the implementation of the Buyback including the payment of commission, brokerage, fee, charges etc. and enter into agreements/ letters in respect thereof;
To open one or more bank accounts including escrow accounts required if any, and to enter into agreements with and to give instructions to the bankers in connection therewith;
To open, operate and close one or more depository account/ trading account/ buyer broker account and to open, operate and close special trading window account with both the BSE Limited and the National Stock Exchange of India Limited and to decide the authorized signatories for depository account/trading account/buyer broker account/special trading window account;
Negotiation and execution of escrow arrangement(s) in accordance with the Buyback Regulations;
To authorize bankers to act upon the instructions of the merchant banker as required under the Buyback Regulations;
To initiate all necessary actions for preparation and amendments to the postal ballot, public announcement, letter of offer and other related documents;
To adopt text of and publish the relevant Buyback Offer Documents before and or after Buyback;
To file copies of the Buyback Offer Documents and any revision thereto with SEBI, the Stock Exchanges and other appropriate authorities as may be required;
To decide on the opening date for commencing of Buyback and closing date;
To decide the ‘designated stock exchange’ for the Buyback;
To decide on the entitlement ratio and timetable from the opening of the offer till the extinguishment of the

shares;

To carry out management discussion and analysis on the likely impact of the Buyback on the Company’s earnings, public holdings, holdings of NRIs/FIIs etc., promoters’ holdings and change in management structure;
To issue, furnish and make disclosures, certificates, returns, confirmations etc. as may be required under the Act, Buyback Regulations or other applicable law and to file such documents with the relevant persons as may be required under the Act, Buyback Regulations or other applicable law;
To deal with stock exchanges (including their clearing corporations) where the Equity Shares of the Company are listed, and to sign, execute, and deliver such documents as may be necessary or desirable in connection with implementing the Buyback as per SEBI Circulars;
To give any information, explanation, declarations and confirmation in relation to the public announcement, draft letter of offer, letter of offer as may be required by the relevant authorities;
To make and file ‘Compliance Certificate’ as required under the Buyback Regulations;
To establish investor service centre/s;
To verify offer/acceptances received;
To finalize basis of acceptance;
To pay to the Shareholders consideration for shares bought back pursuant to the Buyback; 23. To issue rejection letters, if any;
To affix the common seal of the Company on relevant documents required to be executed for the buyback of shares in accordance with the provisions of the articles of association of the Company;
To extinguish shares bought back within the time limit specified under the Buyback Regulations and to destroy share certificates upon the completion of the Buyback;
To file ‘Return of Buyback’ with Registrar and other statutory authorities;
To maintain ‘Register of Securities bought back’;
To take appropriate action for the removal of difficulties, if any, and to decide on all matters in connection with or incidental to, the implementation of the Buyback;
To represent the Company before the Ministry of Corporate Affairs, RoC, SEBI, stock exchanges or any other agencies connected with the Buyback offer of the Company and to sign and submit all forms, letters, documents or other papers that may be required for the implementation of the Buyback;
To authorize one or more executives of the Company or of the merchant bankers to carry out any of the above activities;
To give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever that may arise in relation to the Buyback; and
To do all such acts, matters and things incidental and in connection with the Buyback and sign and deliver such documents as may be necessary, desirable or expedient.

RESOLVED FURTHER THAT the quorum for any meeting of the Buyback Committee for implementing the Buyback shall be any two members present personally or through video conferencing or having provided their consent through circular resolution.

RESOLVED FURTHER THAT the Buyback Committee be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback.

RESOLVED FURTHER THAT the Buyback Committee be and is hereby authorized to delegate all or any of the authorities conferred on it to any Director(s)/Officer(s)/ Authorised Representative(s) of the Company, in order to give effect to the aforesaid resolutions and to revoke and substitute such delegation / sub-delegation of authority from time to time.

RESOLVED FURTHER THAT as required under the provisions of Section 68(6) of the Companies Act read with Regulation 8 of the Buyback Regulations, the draft of the declaration of solvency prepared in the prescribed form, along with supporting affidavits and other documents, and that placed before the meeting be and is hereby approved and that Mr. Achal Bakeri, Chairman and Managing Director and Mr. Nrupesh Shah, Executive Director be and are hereby authorized jointly to sign the same, for and on behalf of the Board and file the same with the RoC and the SEBI, in accordance with the applicable laws.

RESOLVED FURTHER THAT the Board hereby takes on record the appointment of Ambit Private Limited as the Merchant Banker to the Buyback or Manager to the Buyback in accordance with the Companies Act, as amended and Buyback Regulations.

RESOLVED FURTHER THAT Ambit Capital Private Limited be and is hereby appointed as the buying broker for the Buyback, to inter alia carry out the activities as brokers under the Buyback Regulations, on terms and conditions as may be mutually decided, and the consent of the Board be and is hereby accorded to open a depository account and a trading account with Ambit Capital Private Limited in connection with and for the purpose of the Buyback.

RESOLVED FURTHER THAT , the Board hereby takes on record the draft of report dated February 8, 2023, issued by M/s. Deloitte Haskins and Sells, the statutory auditor of the Company, as required under clause (xi) of Schedule I of the Buyback Regulations.

RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer and/or any obligation on the Company or the Board or its authorised official/ Committee to buyback any shares and/or impair any power of the Company or the Board or authorised officials/the Buyback Committee to terminate any process in relation to such Buyback, if so permissible by law.

RESOLVED FURTHER THAT any of the directors of the Company and /or the Company Secretary for the time being, be and are hereby severally authorized to file necessary e-forms with the RoC, and to do all such acts, deeds and things or incidental for signing and filing of forms, payment of fees etc. and to do all such other acts, things and deeds, as may be required for the aforesaid purpose or other services as that may be necessary to give effect to the above resolutions.”

5. DETAILS OF THE PUBLIC ANNOUNCEMENT

In accordance with Regulation 7(i) of the Buyback Regulations, the Company has made a Public Announcement dated March 16, 2023, for the Buyback which was published on Friday, March 17, 2023 in the newspapers mentioned below, which is within two Working Days from the date of declaration of the results of the postal ballot for special resolution passed by the Equity Shareholders, approving the Buyback i.e., Thursday, March 16, 2023:

Name of the Newspaper	Language	Editions
Financial Express	English	All
Jansatta	Hindi	All
Financial Express	Gujarati	Ahmedabad

The Company will publish further notices or corrigenda, if any, in the above-mentioned newspapers.

A copy of the Public Announcement is available on the Company's website (www.symphonylimited.com), the website of SEBI (www.sebi.gov.in) and on the websites of the Stock Exchanges (www.nseindia.com and www.bseindia.com), the website of the Manager to the Buyback i.e., www.ambit.co and on the website of the Registrar to the Buyback www.bigshareonline.com.

6. DETAILS OF THE BUYBACK

The Board of Directors has at its meeting held on Wednesday, February 8, 2023, subject to the approval of the Shareholders of the Company by way of a special resolution through e-voting and subject to such approvals of regulatory and/or statutory authorities, lenders, institutions or bodies as may be required under applicable law, approved the proposal to buyback not exceeding 10,00,000 Equity Shares, (representing 1.43% of the total number of Equity Shares in the existing total issued and paid-up equity capital of the Company as per the audited financial statements as of March 31, 2022), from the shareholders/ beneficial owners of Equity Shares of the Company as on the Record Date(for further details in relation to the Record Date, refer to paragraph 21.6 on page 34 of this Letter of Offer), on a proportionate basis, through the “tender offer” process as prescribed under the Buyback Regulations, at a price of ₹2,000/- (Indian Rupees Two Thousand Only) per Equity Share (“ Buyback Offer Price ”), payable in cash, for an aggregate maximum amount not exceeding ₹200,00,00,000/(Indian Rupees Two Hundred Crores Only). The Buyback Offer Size and the Buyback Offer Price do not include the Transaction Costs. The Buyback Offer Size represents 24.76% and 24.69% of the total paid-up capital and free reserves as on March 31, 2022 based on the audited standalone and consolidated financial statements of the Company, respectively, which is not exceeding 25% of the aggregate of the total paid-up capital and free reserves of the Company as per latest available standalone and consolidated audited financials of the Company as on March 31, 2022.

In accordance with Section 68(2)(b) of the Companies Act, the Board had sought the approval of the

Shareholders of the Company by way of a special resolution since the Buyback Offer Size is more than 10% of the total paid-up equity share capital and free reserves of the Company. The Shareholders of the Company approved the Buyback, by way of special resolution, through e-voting, pursuant to the Postal Ballot Notice, the results of which were announced on Thursday, March 16, 2023.

The Buyback shall be undertaken on a proportionate basis from the Equity Shareholders of the Company as on the Record Date through the Tender Offer process prescribed under Regulation 4(iv)(a) of the Buyback Regulations read with Chapter III of the Buyback Regulations and Sections 68, 69 and 70 and other applicable provisions of the Companies Act. Additionally, the Buyback shall be, subject to applicable laws, facilitated by tendering of Equity Shares by Eligible Shareholders and settlement of the same through the stock exchange mechanism as specified under SEBI Circulars.

In terms of the Buyback Regulations, under the Tender Offer method, the Promoters and members of the Promoter Group, and persons in control of the Company have the option to participate in the Buyback. In this regard, the Promoters and members of the Promoter Group (who are the persons in control) of the Company have expressed their intention of participating in the Buyback vide letters dated February 8, 2023. Please refer to paragraph 15.4 on page 23 of this Letter of Offer for further details regarding shareholding (pre and post buyback) of the Promoter and members of the Promoter Group in the Company.

Upon completion of the Buyback, the Company has undertaken to comply with the requirement of maintaining a minimum public shareholding of at least 25% of the total paid up equity share capital as provided under Regulation 38 of the SEBI Listing Regulations.

Participation in the Buyback by shareholders will trigger tax on distributed income to shareholders (hereinafter referred to as “ Buyback Tax ”) and such tax is to be discharged by the Company. Further, the Buyback of Equity Shares may be subject to taxation in India and/or in the country of residence of the Eligible Shareholders. The transaction of Buyback would also be chargeable to securities transaction tax in India. In due course, Eligible Shareholders will receive a letter of offer, which will contain a more detailed note on taxation. However, in view of the particularized nature of tax consequences, Eligible Shareholders are advised to consult their own legal, financial and tax advisors for the applicable tax implications prior to participating in the Buyback.

The Buyback from the Eligible Shareholders who are residents outside India including foreign corporate bodies, erstwhile overseas corporate bodies, and non-resident Indians etc., shall be subject to such approvals if, and to the extent necessary or required from the concerned authorities including approvals from the Reserve Bank of India (“ RBI ”) under the Foreign Exchange Management Act, 1999, as amended and the rules and regulations framed thereunder, Income Tax Act and rules framed there under, and that such approvals shall be required to be taken by such Non-Resident Shareholders.

6.1 Shareholding of the Promoters and members of the Promoter Group, persons in control and directors of the Promoters and members of the Promoter Group entities and persons in control

The aggregate shareholding of the Promoter, members of the Promoter Group, and of persons who are in control of the Company, as on the date of the Public Announcement i.e., Thursday, March 16, 2023 and the date of this Letter of Offer, i.e., Monday, April 24, 2023 is as follows:

Sr. No.	Name	Promoter/ Promoter Group	Number of Equity Shares	% of paid up equity share capital
1.	Achal Anil Bakeri	Promoter	2,92,61,600	41.83
2.	Rupa Achal Bakeri	Promoter Group	70,92,940	10.14
3.	Achal Anil Bakeri(HUF)	Promoter Group	24,00,000	3.43
4.	Jonaki Achal Bakeri Jt. Achal Anil Bakeri	Promoter Group	1,000	0.00
5.	Sanskrut Tradecom Private Limited	Promoter Group	1,24,83,200	17.84
6.	Achal Bakeri FamilyTrust	Promoter Group	1,000	0.00
7.	Rupa Bakeri FamilyTrust	Promoter Group	1,000	0.00
8.	Jonaki Bakeri FamilyTrust	Promoter Group	1,000	0.00
9.	Hirva Bakeri FamilyTrust	Promoter Group	1,000	0.00
10.	Hirva Achal Bakeri	Promoter Group	1,000	0.00

Name	Promoter/ Promoter Group	Number of Equity Shares	% of paid up equity share capital
		5,12,43,740	73.25

Except as disclosed below, none of the directors of Promoters and members of Promoter Group hold any Equity Shares in the Company, as on the date of the Public Announcement i.e., Thursday, March 16, 2023 and the date of this Letter of Offer, i.e., Monday, April 24, 2023:

Sr. No.	Name of the Director	Name of the Promoter Company	Number of Equity Shares	% shareholding
1.	Achal Anil Bakeri	Sanskrut Tradecom Private Limited	2,92,61,600	41.83
2.	RupaAchal Bakeri	SanskrutTradecom PrivateLimited	70,92,940	10.14

6.2 Shareholding of the Directors and/ or the key managerial personnel of the Company

Except as disclosed below, none of the Directors of the Company (“ Directors ”) or key managerial personnel of the Company (“ KMPs ”) hold any Equity Shares in the Company, as on the date of the Public Announcement i.e., Thursday, March 16, 2023 and the date of this Letter of Offer, i.e., Monday, April 24, 2023:

Sr. No.	Name of the Directors/ KMPs	Designation	Number of Equity Shares	% shareholding
1.	Nrupesh Shah	Executive Director	65,480	0.09
2.	Santosh Nema	Independent Director	500	0.00
3.	Mayur Barvadiya	CS and Head – Legal	4	0.00

6.3 No Equity Shares were purchased or sold (either through the Stock Exchanges or off market transaction) by the Promoter and Promoter Group, directors of the Promoter company and persons who are in control of the Company, Directors and KMPs of the Company during a period of twelve months preceding the date of the Public Announcement i.e., Thursday, March 16, 2023 and the date of this Letter of Offer, i.e., Monday, April 24, 2023.

7. INTENTION OF THE PROMOTERS, MEMBERS OF THE PROMOTER GROUP AND PERSONS IN CONTROL OF THE COMPANY TO TENDER THEIR EQUITY SHARES IN THE BUYBACK

7.1 In terms of the Buyback Regulations, under the Tender Offer route, the Promoter and Promoter Group and persons in control of the Company have an option to participate in the Buyback. In this regard, the promoters have expressed their intention to participate in the Buyback by way of their letters each dated February 8, 2023 and may tender up to: (i) an aggregate maximum of 5,12,43,740 Equity Shares (as detailed below); or (ii) such lower number of Equity Shares in accordance with the provisions of the Buyback Regulations, the details of which are mentioned below:

		Maximum Number of Equity Shares intended
Sr. No.	Name of the Promoter
		to be offered in the Buyback

1.	Achal Anil Bakeri	2,92,61,600
2.	Rupa Achal Bakeri	70,92,940
3.	Achal Anil Bakeri - HUF	24,00,000
4.	Jonaki Achal Bakeri Jt. Achal Anil Bakeri	1,000
5.	Sanskrut Tradecom Private Limited	1,24,83,200
6.	Achal Bakeri FamilyTrust	1,000
7.	Rupa Bakeri FamilyTrust	1,000
8.	Jonaki Bakeri FamilyTrust	1,000
9.	Hirva Bakeri Family Trust	1,000
10.	Hirva Achal Bakeri	1,000

5,12,43,740

Total

7.2

Since the entire shareholding of the Promoters is in dematerialised form, the details of the date and price of acquisition/sale of the Equity Shares of the Promoters who intend to participate in the Buyback is set out below:

Sr. No.	Date of Transaction	No. of Equity Shares Acquired / Sold	Nominal Value (₹)	Transaction Value (₹)	Nature of Transaction	Cumulative No. of Shares
Achal Anil Bakeri (Promoter)
1.	Balance as on April 1, 2005(1)	-	10	-	-	29,26,360
2.	February 17, 2012(2)	1,46,31,800	2	0	Split (5:1)	1,46,31,800
3.	September 17, 2016	1,46,31,800	2	0	Bonus (1:1)	2,92,63,600
4.	February 13, 2019	(1,000)	2	0	Gift to Achal Bakeri Family Trust	2,92,62,600
5.	June 26, 2020	(1,000)	2	8,98,577	Inter se transfer to Rupa Bakeri Family Trust (market sale)	2,92,61,600
Cumulative Shareholding						2,92,61,600
Rupa Achal Bakeri(Promoter Group)
1.	Balance as on April 1, 2005(1)	-	10	-	-	77,950
2.	February 17, 2012(2)	3,89,750	2	0	Split (5:1)	3,89,750
3.	September 17, 2016	3,89,750	2	0	Bonus (1:1)	7,79,500
4.	November 24, 2016	31,58,720	2	0	Gift from Jonaki Achal Bakeri	39,38,220
5.	November 24, 2016	31,58,720	2	0	Gift from Hirva Achal Bakeri	70,96,940
6.	February 13, 2019	(1,000)	2	0	Gift to Jonaki Achal Bakeri Jt. Achal Anil Bakeri	70,95,940
7.	February 13, 2019	(1,000)	2	0	Gift to Jonaki Bakeri Family Trust	70,94,940
8.	March 27, 2019	(1,000)	2	13,62,399	Inter se transfer to Hirva Bakeri Family Trust (market sale)	70,93,940
9.	September 30, 2019	(1,000)	2	12,76,507	Inter se transfer to Hirva Achal Bakeri (market sale)	70,92,940
Cumulative Shareholding						70,92,940
		Achal Anil Bakeri	(HUF) (Promoter Group)
1.	Balance as on April 1, 2005(1)	-	10	-	-	2,40,000
2.	February17,	12,00,000	2	0	Split(5:1)	12,00,000

Sr. No.	Date of Transaction	No. of Equity Shares Acquired / Sold	Nominal Value (₹)	Transaction Value (₹)	Nature of Transaction	Cumulative No. of Shares
	2012(2)
3.	September 17, 2016	12,00,000	2	0	Bonus (1:1)	24,00,000
Cumulative Shareholding						24,00,000
Jonaki Achal Bakeri Jt. Achal Anil Bakeri (Promoter Group)
1.	February 13, 2019	1,000	2	0	Gift from Rupa Achal Bakeri	1,000
Cumulative Shareholding						1,000
Sanskrut Tradecom Private Limited (Promoter Group)
1.	January 11, 2018	1,24,83,200	2	0	Pursuant to Merger Scheme(3)	1,24,83,200
Cumulative Shareholding						1,24,83,200
Achal Bakeri Family Trust (Promoter Group)
1.	February 13, 2019	1,000	2	0	Gift from Achal Anil Bakeri	1,000
Cumulative Shareholding						1,000
Rupa Bakeri Family Trust (Promoter Group)
1.	June 26, 2020	1,000	2	9,09,962	Inter se transfer from Achal Anil Bakeri (market purchase)	1,000
Cumulative Shareholding						1,000
Jonaki Bakeri Family Trust (Promoter Group)
1.	February 13, 2019	1,000	2	0	Gift from Rupa Achal Bakeri	1,000
Cumulative Shareholding						1,000
Hirva Bakeri Family Trust (Promoter Group)
1.	March 27, 2019	1,000	2	13,76,276	Inter se transfer from Rupa Achal Bakeri (market purchase)	1,000
Cumulative Shareholding						1,000
Hirva Achal Bakeri (Promoter Group)
1.	September 30, 2019	1,000	2	12,93,183	Inter se transfer from Rupa Achal Bakeri (market purchase)	1,000
Cumulative Shareholding						1,000

1Since complete details of acquisition / sale of Equity shares prior to March 31, 2005 are not available, aggregating shareholding as on April 1, 2005 is provided.

2Record Date fixed for the purpose of sub division of equity shares of the Company.

3Scheme of Arrangement between Oras Investment Private Limited and Paratam Investment Private Limited approved by the Regional Director, NWR, Ahmedabad vide its order dated December 28, 2017 (“Merger Scheme”).

7.3 Pursuant to the proposed Buyback and depending on the response to the Buyback, the aggregate voting rights of the Promoters and members of the Promoter Group and persons in control of the Company, in the Company may change from the existing shareholding of the total equity capital and voting rights of the Company. Assuming

response to the Buyback is to the extent of 100% (full Acceptance) from all the public Equity Shareholders up to their Entitlement and assuming full acceptance of Equity Shares in the Buyback as per the Entitlement from those Promoters and members of the Promoter Group who have expressed their intention to participate, the aggregate shareholding of the Promoters and members of the Promoter Group of the Company, post Buyback will increase to 73.39% of the post Buyback equity share capital of the Company. Any further increase in the voting rights of the Promoters and members of the Promoter Group and persons in control will not result in any change in control of the Company. Please refer to paragraph 15.4 on page 23 of this Letter of Offer for further details regarding shareholding (pre and post buyback) of the Promoter and members of the Promoter Group in the Company.

7.4 The Buyback will not result in any benefit to the Promoters and Promoter Group or any Directors of the Company except to the extent of the cash consideration received by them from the Company pursuant to their respective participation in the Buyback in their capacity as equity shareholders of the Company, and the change in their shareholding as per the response received in the Buyback, as a result of the extinguishment of Equity Shares which will lead to reduction in the equity share capital of the Company post Buyback.
7.5 The Company is not undertaking this Buyback so as to delist its Equity Shares or other specified securities from the Stock Exchanges.
7.6 Post the Buyback, the public shareholding of the Company shall not fall below the minimum level as required under Regulation 38 of the SEBI Listing Regulations.

8. AUTHORITY FOR THE BUYBACK

8.1 The Buyback is being undertaken in accordance with Article 48 of the Articles of Association, Sections 68, 69, 70, 108, 110 and other applicable provisions of the Companies Act, and applicable rules thereunder, including the Share Capital and Debentures Rules, Management and Administration Rules, to the extent applicable, and the Buyback Regulations and SEBI Listing Regulations. The Buyback is subject to receipt of such approvals, permissions, sanctions and exemptions, as may be required under the applicable laws from regulatory and / or statutory authorities including from SEBI, BSE and/ or NSE.
8.2 The Buyback has been authorised by the resolution of the Board of Directors passed at their meeting which was held on Wednesday, February 8, 2023, and the special resolution passed by the Equity Shareholders through postal ballot, the results of which were declared on Thursday, March 16, 2023.

9. NECESSITY OF THE BUYBACK

The Buyback is being undertaken by the Company after taking into account the strategic and operational cash requirements of the Company in the medium term and for returning surplus funds to the shareholders in an effective and efficient manner. The Buyback is being undertaken, inter-alia, for the following reasons:

(a) The Buyback will help the Company to return surplus cash to its Shareholders holding Equity Shares, thereby, enhancing the overall return to shareholders;
(b) The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve allocation of number of Equity Shares as per their Entitlement or 15% of the number of Equity Shares to be bought back whichever is higher, reserved for the Small Shareholders. The Company believes that this reservation for Small Shareholders would benefit a large number of public shareholders, who would get classified as "Small Shareholder" as per Regulation 2(i)(n) of the Buyback Regulations;
(c) The Buyback may help in improving its return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders' value; and
(d) The Buyback gives an option to the Eligible Shareholders to either (A) participate in the Buyback and receive cash in lieu of their Equity Shares which are accepted under the Buyback, or (B) not to participate in the Buyback and get a resultant increase in their percentage shareholding in the Company post the Buyback, without any additional investment.

10. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE COMPANY

10.1 The Company believes that the Buyback is not likely to cause any material impact on the profitability/ earnings of the Company except a reduction in the amount available for investment, which the Company could have otherwise deployed towards generating investment income. Assuming there is full participation in the Buyback, the funds deployed by the Company towards the Buyback would be an aggregate maximum amount of ₹200,00,00,000/- (Indian Rupees Two Hundred Crores Only) which excludes the Transaction Costs.
10.2 The Company believes that the Buyback will not in any manner impair its ability to pursue growth opportunities or meet its cash requirements for business operations. The Buyback is likely to result in improvement in earning per Equity Share and enhance the return on equity. The Buyback is being undertaken, inter alia , for helping the Company to return surplus cash to the Eligible Shareholders broadly in proportion to their shareholding, thereby, enhancing the overall return to the Equity Shareholders.
10.3 The Promoters and members of the Promoter Group intend to participate in the Buyback. For further details, see “ Intention of the Promoters and members of the Promoter Group and persons in control of the Company to tender their Equity Shares in the Buyback” on paragraph 7 on page 16 of this Letter of Offer. Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Eligible Shareholders up to their Buyback Entitlement, the aggregate shareholding of the Promoter and Promoter Group and persons in control post Buyback may increase from 73.25%, which is the shareholding as at date, to 73.39% of the post Buyback Equity Share capital of the Company and the aggregate shareholding of the public may decrease from 26.75%, which is the public shareholding as at date, to 26.61% of the post Buyback Equity Share capital of the Company.
10.4 The Buyback is not expected to result in a change in control or otherwise affect the existing management structure of the Company.
10.5 Consequent to the Buyback and based on the number of Equity Shares bought back from the Non-Resident Shareholders (including NRIs, FIIs and FPIs), Indian financial institutions, banks and other shareholders, the shareholding under each category may undergo a change.
10.6 As required under Section 68(2)(d) of the Companies Act, 2013 and Regulation 4(ii) of Buyback Regulations, the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice its paid up equity share capital and free reserves post completion of the Buyback, even if the response to the Buyback is to the extent of 100% (full acceptance), on a consolidated and standalone basis.
10.7 As per Regulation 24(i)(e) of the Buyback Regulations, the Promoters and members of Promoter Group, and their associates, will not deal in the Equity Shares or other specified securities of the Company either through the Stock Exchanges or off-market transactions (including inter-se transfer of Equity Shares among the Promoters and members of Promoter Group) from the date of passing of the special resolution till the date of closing of the Buyback.
10.8 Unless otherwise as may be specifically permitted by SEBI, the Company shall not raise further capital for a period of 1 (one) year from the expiry of the buyback period i.e., the date on which the payment of consideration to Shareholders who have accepted the Buyback Offer is made except in discharge of subsisting obligations. Further, the Company shall not issue any Equity Shares or other securities (including by way of bonus issue till the date on which the payment of consideration to Shareholders who have accepted the Buyback Offer is made in accordance with the Companies Act, 2013 and the Buyback Regulations. The Company shall not make any further issue of the same kind of shares or other securities including allotment of new shares under Section 62(1)(a) or other specified securities within a period of 6 (six) months after the completion of the Buyback except by way of bonus shares or equity shares issued in order to discharge subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into Equity Shares.
10.9 Salient financial parameters consequent to the Buyback based on the financial information of audited standalone and consolidated financial statements as on March 31, 2022 are set forth below:

Parameters	Standalone	Standalone	Consolidated	Consolidated
	Pre-Buyback	Post-Buyback#	Pre-Buyback	Post-Buyback#
Net Worth (in INR Lakhs)	82,643	62,643	84,481	64,481

Parameters	Standalone	Standalone	Consolidated	Consolidated
	Pre-Buyback	Post-Buyback#	Pre-Buyback	Post-Buyback#
Return on Net Worth (%)	13.98	15.98	15.05	17.08
Basic earnings per Equity Share (INR) of Re.2 each	15.84	16.07	17.20	17.45
Book value per share (INR)	118.13	90.84	120.76	93.51
Price/Earnings ratio (BSE)*	60.71	59.85	55.92	55.12
Price/Earnings ratio (NSE)*	60.69	59.82	55.90	55.10
Total Debt/Equity Ratio (Times)	0.05	0.06	0.26	0.35

# The post-buyback numbers are calculated by reducing the net worth by the proposed buyback amount of INR 20,000 Lakhs (assuming full acceptance) without factoring in tax on buy back of shares any other impact on the net worth.

* Share price used to calculate Price/Earnings ratio has been taken as closing price of February 2, 2023, being the day on which the Company intimated the Stock Exchanges about the date of meeting of the Board of Directors of the Company wherein the proposal for Buyback was considered.

The key ratios have been computed as below:

Key Ratios	Basis
Net Worth	Paid-up equity share capital and Reserves & Surplus and Non- controlling interests
Return on Net Worth (%)	Net profit after tax / Average Net Worth
Average Net Worth	(Net Worth as at period end + Net Worth as at immediately preceding year end)/2
Basic earnings per equity share (INR)	Net profit attributable to equity shareholders / Weighted average number of equity shares outstanding during the period
Book value per equity share (INR)	Net Worth / Number of equity shares outstanding at period end
Price/Earnings ratio	Market value per equity share/ Basic earnings per equity share
Total Debt	Current Borrowings and Non-current Borrowings
Total Debt/Equity ratio	Total Debt/ Equity (Paid-up equity share capital and and Reserves & Surplus)

11. BASIS OF CALCULATING THE BUYBACK OFFER PRICE

11.1 The Equity Shares of the Company are proposed to be bought back at a price of ₹2,000/- (Indian Rupees Two Thousand only) per share (“ Buyback Price ”).
11.2 The Buyback Price has been arrived at after considering various factors including, but not limited to the trends in the volume weighted average prices and closing price of the Equity Shares on the Stock Exchanges where the Equity Shares of the Company are listed, the net worth of the Company, and impact on other financial parameters and the possible impact of the Buyback on the earnings per Equity Share.
11.3
The Buyback Price represents:
(a) premium of 117.33 % and 118.19% over the volume weighted average market price of the Equity Shares on the NSE and the BSE, respectively, during the 3 (three) months preceding February 2, 2023, being the date of intimation to the Stock Exchanges regarding the Board Meeting Date (“ Intimation Date ”).
(b) premium of 108.46% and 109.34% over the volume weighted average market price of the Equity Shares on the NSE and BSE the, respectively, during the 2 (two) weeks period preceding Intimation Date.
(c) premium of 108.72% and 108.75% over the closing price of the Equity Shares on the NSE and the BSE respectively, as on February 1, 2023, being the day preceding the Intimation Date.
(d) premium of 90.87% and 90.97% over the closing price of the Equity Share on NSE and BSE, respectively, as on the Board Meeting Date.
(e) The closing market price of the Equity Shares as on the day preceding the Intimation Date was ₹ 958.20 and ₹ 958.10 and as on the Board Meeting Date was ₹ 1,047.85 and ₹ 1,047.30 on the NSE and the BSE,

respectively.

11.4 For trends in the market price of the Equity Shares, please refer to “ Stock Market Data ” on page 30 of this Letter of Offer
11.5 The closing market price of the Equity Shares as on the Intimation Date to the Stock Exchanges for the Board Meeting for considering the Buyback i.e. February 2, 2023, was ₹ 961.35 and ₹961.70 on NSE and BSE, respectively.
11.6 For further details on certain financial ratios as at March 31, 2022 (“Pre-Buyback”) as derived from our standalone and consolidated audited financial statements and the corresponding ratios assuming full acceptance of Equity Shares in the Buyback (“Post-Buyback”), please refer to “ Financial information about the Company ” on page 27 of this Letter of Offer

12. SOURCES OF FUNDS FOR THE BUYBACK

12.1 Assuming full acceptance, the funds that would be utilised by the Company for the purpose of the Buyback of not exceeding 10,00,000 Equity Shares at a price of ₹2,000/- (Rupees Two Thousand Only) per Equity Share would be an aggregate maximum amount of ₹200,00,00,000/- (Indian Rupees Two Hundred Crores Only) excluding the Transaction Costs.
12.2 The funds for the implementation of the proposed Buyback will be sourced out of free reserves of the Company (retained earnings), internal accruals and/or such other source as may be permitted by the Buyback Regulations or the Companies Act.
12.3 The Company will transfer from its free reserves and/or such sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares bought back pursuant to the Buyback to the capital redemption reserve account and details of such transfer shall be disclosed in the subsequent audited financial statements.
12.4 The funds borrowed, if any, from banks and financial institutions will not be used for the purpose of the Buyback. 13. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN
13.1 In accordance with Regulation 9(xi) of the Buyback Regulations, the Company has appointed ICICI Bank Limited having its registered office at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara, Gujarat 390 007, as the Escrow Agent for Buyback, and an Escrow Agreement (dated April 17, 2023) is entered into amongst the Company, Manager to the Buyback and Escrow Agent.
13.2 In accordance with the Buyback Regulations and pursuant to the Escrow Agreement, the Company has opened an Escrow Account in the name and style “SYMPHONY LIMITED-BUYBACK ESCROW A/C” bearing account number 000405141724 with the Escrow Agent. In accordance with the Regulation 9(xi) of the Buyback Regulations, the Company will deposit a sum of ₹35,00,00,000/- (Indian Rupees Thirty Five Crores Only) in cash in the Escrow Account, which is the aggregate of 25% up to ₹100,00,00,000/- (Indian Rupees Hundred Crore Only) and 10% thereafter of the Buyback Offer Size on or before the Buyback Opening Date in accordance with the Buyback Regulations. In accordance with the Buyback Regulations, the Manager to the Buyback is empowered under the Escrow Agreement to operate the Escrow Account.

14. FIRM FINANCIAL ARRANGEMENT

14.1 The Company has adequate and firm financial resources to fulfil its obligations under the Buyback and the same has been certified by Shah & Dalal, Chartered Accountants (Firm Registration No: 109432W) through their Partner, Malay Dalal (Membership No: 036776), by their certificate dated March 16, 2023. The contact details of Shah & Dalal, Chartered Accountants are set forth below:

Shah & Dalal,

Chartered Accountants,

B/101, 2[nd] Floor, Neelam Apartments, Hirabaug Crossing, Ambawadi, Ahmedabad – 380 006 Tel.no: +91 79 26560177. Membership No: 036776

14.2 Based on the aforementioned certificate, the Manager to the Buyback confirms that it is satisfied that firm arrangements for fulfilling the obligations under the Buyback are in place and that the Company has the ability to implement the Buyback in accordance with the Buyback Regulations.

15. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

15.1 The present capital structure of the Company (as on the date of this Letter of Offer) and the post-Buyback capital structure of the Company are set forth below:

Particulars	Pre-Buyback	Post completion of the Buyback #
Authorised share capital	15,00,00,000 (7,50,00,000 Equity Shares of INR 2 each)	15,00,00,000 (7,50,00,000 Equity Shares of INR 2 each)
Issued, subscribed and fully paid up share capital	13,99,14,000 (6,99,57,000 Equity Shares of INR 2each)	13,79,14,000 (6,89,57,000 Equity Shares of INR 2each)

#Note: Assuming full acceptance of the Buyback Offer Size. However, the post-Buyback issued, subscribed and paid-up capital may differ depending upon the actual number of Equity Shares bought back.

15.2 The Company has not undertaken any buyback in the last 3 (three) years from the date of this Letter of Offer.
15.3 As on the date of this Letter of Offer:
(a) all Equity Shares are fully paid-up and there are no partly paid-up shares or calls-in-arrears;
(b) there are no outstanding convertible securities;
(c) no scheme of amalgamation or compromise or arrangement pursuant to the Companies Act is pending in relation to the Company; and
(d) The Company confirms that it shall not issue, including through a bonus issue, Equity Shares or any other specified securities, until the expiry of the Buyback Period in accordance with Regulation 24(i)(b) of the Buyback Regulations.
15.4 The shareholding pattern of the Company before the Buyback(i.e., as on the Record Date) and after the Buyback is set forth below:

Category of	Pre-Buyback	Pre-Buyback	Post-Buyback#	Post-Buyback#
Shareholder	No. of Equity	% to the existing	No. of Equity	% to the post-Buyback
	Shares	Equity Share	Shares	Equity Share
		capital		Capital
Promoters and members of the Promoter Group, and persons acting in concert (collectively “the Promoters”)	5,12,43,740	73.25	5,06,07,171	73.39
Foreign Investors (including Non-Resident Indians, FIIs)	28,44,991	4.07	1,83,49,829	26.61
Financial Institutions / Banks & Mutual Funds promoted by Banks/ Institutions	70,56,076	10.09
Others (Public, Public Bodies Corporate etc.)	88,12,193	16.60
Total	6,99,57,000	100.00	6,89,57,000	100.00

#Note: Assuming the full Acceptance of 10,00,000 Equity Shares in the Buyback in accordance with the Buyback Entitlement for all Eligible Shareholders. However, the post-Buyback shareholding pattern may differ depending upon the actual number of Equity Shares bought back .

16. BRIEF INFORMATION ABOUT THE COMPANY

Product, History and Growth of Business :

16.1 The Company was incorporated on February 5, 1988 under the Companies Act, 1956 as a private limited company under the name and style of ‘Sanskrut Comfort Systems Private Limited’ with the Registrar of Companies (RoC), Gujarat. The Company was subsequently converted into public limited company on November 2, 1992 under the name ‘Sanskrut Comfort Systems Limited’. The Company came with a public issue in the year 1994. Thereafter, the Company changed its name to Symphony Comfort Systems Limited on January 16, 1995 and subsequently, the name of the company has been changed to Symphony Limited on March 11, 2010. The registered office of the Company is situated at Symphony House, Third Floor FP12, TP50, Off S. G. Highway, Bodakdev, Ahmedabad – 380 059, Gujarat, India.
16.2 Incorporated in 1988, the Company has a global air – cooling presence in more than 60 countries across five continents and offers environment friendly air – cooling solutions for residential, commercial, and industrial applications. The Company’s residential portfolio includes models such as tower, personal, desert, room, and window air – coolers. The Company’s commercial air-coolers are popular in open restaurants, showrooms, large halls, and party plots etc. The Company’s industrial air coolers fulfil the demand from factories, schools, malls, assembly halls, warehouses, and metro stations, among others.
16.3 Financial Growth : For the financial years ended March 31, 2022, 2021 and 2020, the Company recorded, standalone total income of ₹67,918 lakhs, ₹52,359 lakhs and ₹76,305 lakhs, respectively. The standalone net profit after tax for the financial years ended March 31, 2022, 2021 and 2020 was ₹11,081 lakhs, ₹ 11,235 lakhs and ₹18,591 lakhs, respectively. For the financial years ended March 31, 2022, 2021 and 2020, the Company recorded, consolidated total income of ₹1,07,901 lakhs, ₹93,124 lakhs and ₹1,15,736 lakhs, respectively. The consolidated net profit after tax for the financial years ended March 31, 2022, 2021 and 2020 was ₹12,086 lakhs, ₹10,738 lakhs and ₹18,177 lakhs, respectively. For further details on financial information about the Company for the financial years ended March 31, 2022, 2021 and 2020, refer to paragraph 17 ( Financial Information about the Company ) of this Letter of Offer.
16.4 Details of the listing of the equity shares on the various stock exchanges is set forth below:

Name of the stock exchange	Date of listing	Whether continues to be listed
BSE	March 30, 1994	Yes
NSE	June15,2011	Yes

16.5 The Equity Shares are currently traded in compulsory dematerialised mode under the trading code(s) 517385 at BSE and SYMPHONY at NSE. The ISIN of the Equity Shares is INE225D01027.

16.6 The following table sets forth the history of the equity share capital of the Company since incorporation:

Date of allotment	Number of equity shares	Face value per equity share (₹)	Issue price per equity share (₹)	Nature of transaction/Mode of allotment	Cumulative number of equity shares	Cumulative paid up equity share capital (₹)
February 5, 1988	10	100	100	Allotment to the subscribers	10	1,000
February 17, 1988	50	100	100	Further Allotment	60	6,000
April 11, 1988	1	100	100	Further Allotment	61	6,100
November 1, 1988	1	100	100	Further Allotment	62	6,200
January 29, 1990	9,938	100	100	Further Allotment	10,000	10,00,000
September 27, 1991	20,000	100	100	Further Allotment	30,000	30,00,000
November	30,000	100	0	Bonus Issue (1 : 1)	60,000	60,00,000

Date of allotment	Number of equity shares	Face value per equity share (₹)	Issue price per equity share (₹)	Nature of transaction/Mode of allotment	Cumulative number of equity shares	Cumulative paid up equity share capital (₹)
1, 1991
December 24, 1992	6,00,000	10	0	Split of shares from Rs.100/-to Rs.10	6,00,000	60,00,000
December 24, 1992	30,00,000	10	0	Bonus Issue (5 : 1)	36,00,000	3,60,00,000
January 22, 1993	9,00,000	10	10	Further Allotment	45,00,000	4,50,00,000
March 13, 1994	25,22,300	10	45	Public Issue	70,22,300	7,02,23,000
June 27, 1997(1)	(23,700)	10	0	Forfeiture of shares	69,98,600	6,99,86,000
October 21, 2000(1)	(2,900)	10	0	Forfeiture of shares	69,95,700	6,99,57,000
February 17, 2012(2)	3,49,78,500	2	0	Split of shares from Rs.10/-to Rs.2/-	3,49,78,500	6,99,57,000
September 17, 2016	3,49,78,500	2	0	Bonus issue (1 : 1)	6,99,57,000	13,99,14,000

(1) Date of Board Resolution approving the forfeiture of shares

(2) Record Date fixed for the purpose of sub division of equity shares of the Company

16.7 The following table sets forth details regarding the Board of the Directors as on the date of this Letter of Offer, i.e., Monday, April 24, 2023:

Name, Qualification, Occupation, Age (in years) and DIN	Designation	Date of appointment / re- appointment	Other directorships (in other companies) and designated partnerships in LLPs
Achal Anil Bakeri Qualification:Architect, MBA (University of Southern California) Occupation:Business Age:63 years DIN:00397753	Chairman and Managing Director	February 5, 1988	i. Sanskrut Tradecom Private Limited ii. Harmony Holdings Private Limited iii. Blubay Technologies Private Limited iv. Scarlet Living Private Limited v. Arvind Fashions Limited vi. Nuvoco Vistas Corporation Limited vii. Shubhashya Tradepro LLP viii. Sakshar Tradepro LLP ix. Bakeri Realty LLP x. Bakeri Construction LLP
Nrupesh Shah Qualification:B.Com., FCA and CS Occupation:Service Age:58 years DIN:00397701	Executive Director	October 19, 2002	i. Nrups Consultants LLP ii. Nabab Consultants LLP iii. Neelam Professionals LLP iv. Tej Advisers LLP v. Helix Consultants Private Limited
Amit Kumar Qualification: B. Tech. in Mechanical Engineering from IIT, Kanpur, MBA (PGDM) from IIM, Ahmedabad Occupation:Service	Executive Director & Group CEO	August 2, 2021	None

Name, Qualification, Occupation, Age (in years) and DIN	Designation	Date of appointment / re- appointment	Other directorships (in other companies) and designated partnerships in LLPs
Age:44 years DIN:01946117
Jonaki Bakeri Qualification:B.A. Occupation:Business Age:37 years DIN:06950998	Non-Executive Non Independent Director	August 20, 2014	None
Naishadh Parikh Qualification:B. Sc. and MBA Occupation:Business Age:68 years DIN:00009314	Independent Director	August 13, 2015	i. Ashini Realty LLP ii. Amol Minechem Limited iii. Ankalesh Textile Private Limited iv. Abeer Textile Private Limited v. Equinox Solutions Limited vi. Suvik Electronics Private Limited vii. Anmol Spintex Private Limited viii. Anveshan Textile Limited ix. CEPT Research & Development Foundation x. Avikal Tradelink Private Limited xi. Perfect Connections Limited xii. AIC-LMCP Foundation xiii. Ahmedabad University Support foundation xiv. Neekoee Foundation
Ashish Deshpande Qualification:Diploma in Industrial Design with Specialization in Product design from NID (Master of Design equivalence) Occupation:Business Age:56 years DIN:00498890	Independent Director	May 22, 2018	Elephant Design Private Limited
Reena Bhagwati Qualification:MBA from Carnegie Mellon University, Pittsburgh, USA Occupation:Business Age:56 years DIN:00096280	Independent Director	February 5, 2019	i. Ved Skills Academy LLP ii. Bhagwati Autocast Limited iii. Eimco Elecon (India) Limited iv. The Anup Engineering Limited v. Bhagwati Spherocast Private Limited vi. Bhagwati Filters Private Limited
Santosh Nema Qualification:B.E., M.B.A. Occupation:Business Age:64 years DIN:01907138	Independent Director	July 31, 2019	i. Rebuild LLP ii. Nmbrlogic Internet Private Limited

16.8 The changes in our Board during the three years immediately preceding the date of this Letter of Offer i.e, Monday, April 24, 2023 are as follows:

Name of Director	Appointment/ Cessation	Effective Date	Reasons
Achal Anil Bakeri	Reappointment	December 1, 2022	On completion of existing term
Nrupesh Shah	Reappointment	November 1, 2021	On completion of existing term
Amit Kumar	Appointment	August 2, 2021	-
Naishadh Parikh	Reappointment	August 13, 2020	Reappointment for a second term

16.9 The Buyback will not result in any benefit to any directors of the Company, Promoters and members of the Promoter Group, and persons in control of the Company and the change in their shareholding as per the response received in the Buyback, as a result of the extinguishment of Equity Shares which will lead to a reduction in the equity share capital post Buyback.

17. FINANCIAL INFORMATION ABOUT THE COMPANY

17.1 The selected financial information, as extracted from the audited standalone financial statements of the Company for the last three financial years ended as on March 31, 2022, March 31, 2021, and March 31, 2020 and the unaudited standalone financial statements for the 9 months ended December 31, 2022, is detailed below:

( INR in Lakhs )

Particulars	Unaudited (IND-AS)		Audited
			(IND-AS)
	For the nine-month period ended December 31, 2022	For the year ended March 31, 2022	For the year ended March 31, 2021	For the year ended March 31, 2020
Revenue from Operations	64,554	64,131	48,788	71,618
Other Income	3,505	3,787	3,571	4,687
Total Income	68,059	67,918	52,359	76,305
Total Expense (excluding Interest, Depreciation & Amortization, Tax and Exceptional Items)	51,699	52,624	37,122	51,504
Interest Expense / (Income)	19	96	8	25
Depreciation & Amortization	424	568	516	594
Exceptional Items	-	-	-	155
Profit Before Tax	15,917	14,630	14,713	24,027
Provision for Tax (including Deferred Tax)	3,752	3,549	3,478	5,436
Profit After Tax	12,165	11,081	11,235	18,591
Paid-up equity share capital	1,399	1,399	1,399	1,399
Reserves and Surplus^	85,572	81,244	74,658	63,486
Net worth	86,971	82,643	76,057	64,885
Non-current Borrowings (A)	-	-	-	-
Non-current Lease Liabilities	-	-	-	-
Current Borrowings (B)	3,555	4,041	-	-

Particulars	Unaudited (IND-AS)		Audited
			(IND-AS)
	For the nine-month period ended December 31, 2022	For the year ended March 31, 2022	For the year ended March 31, 2021	For the year ended March 31, 2020
Current Lease Liabilities	-	-	-	68
Total Debt (A+B)	3,555	4,041	-	-

^ Excluding revaluation reserves

17.2 Key financial ratios on standalone basis are as under:

Key Ratio	Unaudited (IND-AS)		Audited
			(IND-AS)
	For the nine month period ended December 31, 2022*	For the year ended March 31, 2022	For the year ended March 31, 2021	For the year ended March 31, 2020
Basic Earnings per Equity Share (INR) of INR 2 each	17.39	15.84	16.06	26.57
Diluted Earnings per Equity Share (INR) of INR 2 each	17.39	15.84	16.06	26.57
Book value per Equity Share (INR)	124.32	118.13	108.72	92.75
Total Debt/Equity Ratio (Times)	0.04	0.05	N.A.	N.A.
Return on Net worth (%)	14.34	13.98	15.94	28.22

*Figures for the nine months period ended December 31, 2022 are not annualized

The key ratios have been computed as below:

Key Ratios	Basis
Basic Earnings per Share (INR)	Net Profit After Tax attributable to equity shareholders / Weighted average number of Equity Shares outstanding during the period
Diluted Earnings per Equity Share (INR)	Net Profit After Tax attributable to equity shareholders / Weighted average number of Equity Shares outstanding during the period
Book value per Equity Share (INR)	Net worth / Number of equity shares outstanding at period end
Total Debt/Equity Ratio	Total Debt / Equity (Paid-up equity share capital and Reserves & Surplus)
Return on Net worth (%)	Net Profit After Tax / Average Net Worth
Total Debt	Current Borrowings and Non-current Borrowings
Net Worth	Paid-up equity share capital and Reserves & Surplus
Average Net Worth	(Net Worth as at period end + Net Worth as at immediately preceding year end)/2

17.3 The selected financial information, as extracted from the audited consolidated financial statements of the Company for the last three financial years ended as on March 31, 2022, March 31, 2021, and March 31, 2020, and the unaudited consolidated financial statements for the 9 months ended December 31, 2022, is detailed below:

				(INR in Lakhs)
Particulars	Unaudited (IND-AS)		Audited
			(IND-AS)
	For the nine	For the year	For the year	For the year ended

	month period ended December 31, 2022	ended March 31, 2022	ended March 31, 2021	March 31, 2020
Revenue from Operations	88,030	1,03,908	89,984	1,10,264
Other Income	4,036	3,993	3,140	5,472
Total Income	92,066	1,07,901	93,124	1,15,736
Total Expense (excluding Interest, Depreciation & Amortisation, Tax and Exceptional Items)	76,517	87,839	76,081	89,106
Interest Expense / (Income)	696	892	1,071	1,068
Depreciation & Amortisation	1,933	2,418	2,142	2,115
Exceptional Items	-	-	716	400
Profit Before Tax	12,920	16,752	13,114	23,047
Provision for Tax (including Deferred Tax)	2,938	4,666	2,376	4,870
Profit After Tax	9,982	12,086	10,738	18,177
Paid-up equity share capital	1,399	1,399	1,399	1,399
Reserves and Surplus^	85,088	83,082	74,993	62,947
Net worth	86,487	84,481	76,392	64,346
Non-current Borrowings (A)	9,802	11,301	13,970	7,151
Non-current Lease Liabilities	2,296	2,153	2,603	2,819
Current Borrowings (B)	10,898	10,846	4,430	10,169
Current Lease Liabilities	1,508	1,147	874	885
Total debt (A+B)	20,700	22,147	18,400	17,320

^ Excluding revaluation reserves

17.4 Key financial ratios on consolidated basis are as under:

Key Ratios	Unaudited (IND-AS)		Audited
			(IND-AS)
	For the nine month period ended December 31, 2022*	For the year ended March 31, 2022	For the year ended March 31, 2021	For the year ended March 31, 2020
Basic Earnings per Equity Share (INR) of INR 2 each	14.35	17.20	15.35	25.98
Diluted Earnings per Equity Share (INR) of INR 2 each	14.35	17.20	15.35	25.98
Book value per Equity Share (INR)	123.63	120.76	109.20	91.98
Total Debt/Equity Ratio (Times)	0.24	0.26	0.24	0.27
Return on Net worth (%)	11.68	15.05	15.26	27.69

*Figures for the nine months period ended December 31, 2022 are not annualized

The key ratios have been computed as below:

Key Ratios Basis Basic Earnings per Share (INR) Net Profit After Tax attributable to equity shareholders / Weighted average number of Equity Shares outstanding during the period

Key Ratios	Basis
Diluted Earnings per Equity Share (INR)	Net Profit After Tax attributable to equity shareholders / Weighted average number of Equity Shares outstanding during the period
Book value per Equity Share (INR)	Net worth / Number of Equity Shares outstanding at period end
Total Debt/Equity Ratio	Total Debt / Equity (Paid-up equity share capital and Reserves & Surplus)
Return on Net worth (%)	Net Profit After Tax / Average Net Worth
Total Debt	Current Borrowings and Non-current Borrowings
Net Worth	Paid-up equity share capital, Reserves & Surplus and Non- controlling interests
Average Net Worth	(Net Worth as at period end + Net Worth as at immediately preceding year end)/2

17.5 The Company hereby declares that it will comply with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, if it becomes applicable, in connection with the Buyback.
17.6 The Company hereby also declares that it has complied with and will comply with Sections 68, 69 and 70 of the Companies Act, and all other provisions of the Companies Act, as may be applicable to the Buyback.

18. STOCK MARKET DATA

18.1 The Equity Shares are currently traded in compulsory dematerialised mode under the trading code(s) 517385 at BSE and SYMPHONY at NSE. The ISIN of the Equity Shares is INE225D01027.
18.2 The high, low and average market prices in preceding three financial years and the monthly high, low and average market prices for the six months preceding the date of publication of the Public Announcement and their corresponding volumes on BSE and NSE are given below:

BSE

Period	High (₹)#	Date of High	Number of Equity Shares traded on that date	Low (₹)##	Date of Low	Number of Equity Shares traded on that date	Average Price (₹)*	Total volume of Equity Shares traded in the period (Number of Equity Shares)
*Preceding three years*
Financial year 2022	1,368.00	April 20, 2021	39,738	890.00	August 11, 2021	12,097	1,039.54	16,38,484
Financial year 2021	1,529.65	March 3, 2021	35,246	763.25	May 18, 2020	1,823	935.03	14,61,273
Financial year 2020	1,575.00	June 3, 2019	7,530	690.00	March 25, 2020	1,642	1,231.91	6,56,760
*Preceding six months*
February 2023	1,174.85	February 28, 2023	7,034	948.00	February 1, 2023	3,620	1,051.97	2,50,650
January 2023	1,004.95	January 11, 2023	962	900.05	January 2, 2023	1,294	959.76	58,257
December 2022	950.35	December 5, 2022	4,380	870.00	December 23, 2022	1,152	914.00	50,702
November 2022	917.95	November 29, 2022	6,740	821.00	November 3, 2022	4,209	852.60	54,389
October 2022	895.90	October 6, 2022	3,799	835.55	October 31, 2022	2,631	862.13	37,109

Period	High (₹)#	Date of High	Number of Equity Shares traded on that date	Low (₹)##	Date of Low	Number of Equity Shares traded on that date	Average Price (₹)*	Total volume of Equity Shares traded in the period (Number of Equity Shares)

September 2022	953.45	September 1,2022	1,052	828.90	September 29,2022	3,199	889.03	2,48,261

# High of the daily high prices.

## Low of the daily low prices.

* Arithmetic average of the closing prices of all trading days during the said period. Source: www.bseindia.com

NSE

Period	High (₹)##	Date of High	Number of Equity Shares traded on that date	Low (₹)##	Date of Low	Numbe r of Equity Shares traded on that date	Average *Price (₹) **	Total volume of Equity Shares traded in the period (Number of Equity Shares)
*Preceding three years*
Financial year 2022	1,355.0 0	April 20, 2021	13,65,609	890.00	August 11, 2021	55,494	1,039.64	2,24,72,297
Financial year 2021	1,528.8 0	March 3, 2021	6,86,952	755.70	May 20, 2020	27,307	935.04	2,10,45,322
Financial year 2020	1,589.1 0	June 3, 2019	1,05,850	690.70	March 25, 2020	23,468	1,232.16	65,44,377
*Preceding six months*
February 2023	1,175.0 0	February 28, 2023	2,32,596	948.00	February 1, 2023	28,551	1,051.93	45,73,463
January 2023	1,006.0 0	January 11, 2023	33,732	907.20	January 2, 2023	33,096	960.03	7,02,909
December 2022	949.00	December 5, 2022	23,566	870.00	December 22, 2022**	23,743	914.21	4,68,717
November 2022	918.00	November 29, 2022	40,843	820.60	November 3, 2022	55,495	852.15	5,33,537
October 2022	896.00	October 3, 2022	30,321	837.00	October 31, 2022	13,712	861.80	6,01,217
September 2022	966.00	September 1, 2022	35,464	828.20	September 29, 2022	306,502	889.14	13,21,007

# High of the daily high prices. ## Low of the daily low prices.

* Arithmetic average of the closing prices of all trading days during the said period.

**In case the date of low falls on two separate days during the same period, the date with higher number of equity shares traded has been considered

Source: www.nseindia.com

18.3 The closing market price of the Equity Shares of the Company:

Event	Date	BSE (₹)	NSE (₹)
1 (one) trading day prior to the prior intimation of convening the Board Meeting	February 1, 2023	958.10	958.20
Date of prior intimation of convening the Board	February 2, 2023	961.70	961.35

Event	Date	BSE (₹)	NSE (₹)
Meeting
1 (One) trading day prior to the Board Meeting	February 7, 2023	965.55	965.25
The date of Board Meeting approving the Buyback and the Postal Ballot Notice	February 8, 2023	1,047.30	1047.85
1 (one) trading day post the Board Meeting	February 9, 2023	1,032.80	1,030.80
Date of publication of the Public Announcement	March 17, 2023	1,138.80	1,138.70

Source: www.bseindia.com and www.nseindia.com

19. DETAILS OF THE STATUTORY APPROVALS

19.1 The Board at its meeting held on Wednesday, February 8, 2023 approved the proposal for the Buyback. The Equity Shareholders approved the Buyback by way of a special resolution pursuant to Postal Ballot Notice through e-voting on Saturday, February 11, 2023, the results of which were announced on Thursday, March 16, 2023.
19.2 The Buyback will be subject to such necessary approvals as may be required under the applicable laws from the Appropriate Authorities including from SEBI, RBI, BSE and/ or NSE, and the Buyback from non-resident Shareholders, erstwhile overseas corporate bodies and other applicable categories will be subject to such approvals of Appropriate Authorities, lenders if any. As on the date of this Letter of Offer, the Company has outstanding facilities with lenders. The Company has obtained such approvals as may be required from the lenders pursuant to the provisions of such facilities.
19.3 The Buyback from each Eligible Shareholder is subject to all statutory consents and approvals as may be required by such Eligible Shareholder under applicable laws and regulations. The Eligible Shareholder shall be solely responsible for obtaining all such statutory consents and approvals (including, without limitation the approvals from the RBI, if any) as may be required by them in order to sell their Equity Shares to the Company pursuant to the Buyback. An Eligible Shareholder would be required to provide copies of all such consents and approvals obtained by them to the Registrar to the Buyback. The Buyback of Shares from Non-Resident Shareholders, Overseas Corporate Bodies (OCBs) and Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs), and members of foreign nationality, if any, etc., will be subject to approvals, if any, of the Appropriate Authorities, including RBI under FEMA, as applicable. It is the obligation of such Non-Resident Shareholders, to obtain such approvals and submit such approvals along with the Tender Form, so as to enable them to tender Equity Shares in the Buyback and for the Company to purchase such Equity Shares, tendered. The Company will have the right to make payment in respect of the Equity Shareholders for whom no prior approval from the RBI is required and not accept Equity Shares from the Equity Shareholders in respect of whom prior approval from the RBI is required and in the event copies of such approvals are not submitted. Non-Resident Shareholders (excluding OCBs) permitted under the automatic process prescribed under applicable FEMA Regulations, read with the consolidated Foreign Direct Investment policy issued by the Government of India, are not required to obtain approvals from RBI.
19.4 Erstwhile OCB are required to obtain specific prior approval from RBI for tendering Equity Shares in the Buyback Offer. The Company shall not accept Equity Shares from OCB Shareholders in respect of whom such RBI approval is required and copies of such approvals are not submitted.
19.5 By agreeing to participate in the Buyback, each Eligible Shareholder (including each Non-Resident Shareholder) undertakes to complete all relevant regulatory/statutory filings and compliances to be made by it under applicable law, including filing of Form FC-TRS. Further, by agreeing to participate in the Buyback, the non-resident Eligible Shareholders give the Company the authority to take all necessary action, including to make, sign, execute, deliver, acknowledge and perform all actions/applications to file regulatory reporting’s, filings and compliances, if required, including form FC-TRS, if necessary and undertake to provide assistance to the Company for such regulatory reporting if required by the Company.
19.6 As on date, the Company confirms that there is no other statutory or regulatory approval required by it for the Buyback as on the date of this Letter of Offer, other than as indicated above. If any statutory or regulatory approval becomes applicable subsequently, the Buyback will be subject to such statutory or regulatory approval(s) and the Company shall obtain such statutory approvals as may be required, from time to time, if any. In the event of any delay in receipt of any statutory / regulatory approvals, changes to the proposed timetable of the Buyback, if any, shall be intimated to the Stock Exchanges.

19.7 The Buyback from the Eligible Shareholders who are residents outside India including foreign corporate bodies (including erstwhile overseas corporate bodies), foreign portfolio investors, non-resident Indians, members of foreign nationality, if any, shall be subject to the FEMA and rules and regulations framed thereunder, if any, Income Tax Act and rules and regulations framed thereunder, as applicable, and also subject to the receipt/provision by such Eligible Shareholders of such approvals, if and to the extent necessary or required from concerned authorities including, but not limited to, approvals from the RBI under the FEMA and rules and regulations framed thereunder, if any.
19.8 The reporting requirements for non-resident shareholders under RBI, FEMA, as amended and any other rules, regulations, guidelines, for remittance of funds, shall be made by the Eligible Shareholders and/or the Seller Member through which the Eligible Shareholder places the bid.

20. DETAILS OF REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE

20.1 Eligible Shareholders are required to send Tender Form along with the other requisite document(s), as mentioned in “ Procedure for Tender Offer and Settlement ” on paragraph 22 on page 38 of this Letter of Offer along with TRS generated by the stock exchange bidding system upon placing of a bid, either by registered post, speed post or courier or hand delivery to the Registrar to the Buyback, so that the same are received on or before the Buyback Closing Date by 5:00 p.m (IST). The envelope should be super scribed as “ SYMPHONY LIMITED BUYBACK 2023 ”. The Company has appointed Bigshare Services Private Limited as the Registrar to the Buyback and in case of any query, the shareholders may contact the Registrar to the Buyback on any day, except Saturday, Sunday and public holidays between 10:00 a.m. and 5:30 p.m. (IST) at the following address:

==> picture [64 x 46] intentionally omitted <==

Bigshare Services Private Limited

Office No. S6-2, 6[th] Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra, India. Tel No .: + 91 22 6263 8200 Fax : +91 22 6263 8299 Contact Person : Jibu John

E-mail : [email protected] Website : www.bigshareonline.com Investor Grievance Email : [email protected] SEBI Registration No .: INR000001385 Validity Period : Permanent CIN : U99999MH1994PTC076534

20.2 For the Eligible Shareholders holding Equity Shares in demat form, the Tender Form and TRS are not required to be submitted to the Company, Manager or the Registrar. After the confirmation of lien marked in demat account of the Eligible Shareholders to the Clearing Corporation and a valid bid in the exchange bidding system, the bid for buyback shall be deemed to have been accepted for Eligible Shareholders holding the equity shares in demat form.

THE TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT TO THE COMPANY OR TO THE MANAGER TO THE BUYBACK.

ELIGIBLE SHAREHOLDERS ARE ADVISED TO ENSURE THAT THE TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS ARE COMPLETE IN ALL RESPECTS OTHERWISE THE SAME ARE LIABLE TO BE REJECTED.

21. PROCESS AND METHODOLOGY FOR THE BUYBACK

21.1 The Company has proposed the Buyback of not exceeding of up to 10,00,000 Equity Shares (representing 1.43% of the total number of Equity Shares in the existing total issued and paid-up equity capital of the Company as per the audited financial statements as of March 31, 2022), from all Eligible Shareholders on a proportionate basis, through the ‘tender offer’ process, at a price of ₹2,000/- (Indian Rupees Two Thousand Only) per Equity Share, payable in cash, for an aggregate maximum amount not exceeding ₹200,00,00,000/- (Indian Rupees Two Hundred Crores Only) excluding the Transaction Costs, which represents 24.76% and 24.69% of the

aggregate of the paid-up capital and free reserves as per the audited standalone and consolidated financial statements of the Company as on March 31, 2022, respectively (being the latest audited standalone and consolidated financial statements available as on the date of the Board Meeting recommending the proposal of the Buyback). The Equity Shareholders of the Company approved the Buyback by way of special resolution through postal ballot (by way of remote e-voting), on Wednesday, March 15, 2023.

21.2 The Buyback is pursuant to Article 48 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70, 108, 110 and all other applicable provisions, if any, of the Companies Act and the relevant rules made thereunder including the Share Capital and Debentures Rules, Management and Administration Rules, to the extent applicable, and the provisions of the Buyback Regulations and SEBI Listing Regulations. The Buyback is subject to receipt of such approvals of the statutory, regulatory or governmental authorities, as may be required under the applicable laws including from the RBI, SEBI, and/ or the Stock Exchanges.
21.3 The Company expresses no opinion as to whether Eligible Shareholders should participate in the Buyback and, accordingly, Eligible Shareholders are advised to consult their own advisors to consider participation in the Buyback.
21.4 The aggregate shareholding of the Promoters and members of the Promoter Group as at the date of this Letter of Offer is 5,12,43,740 Equity Shares which represents 73.25% of the existing equity share capital of the Company. In terms of the Buyback Regulations, under the Tender Offer route, the Promoters and members of the Promoter Group and persons in control of the Company have an option to participate in the Buyback. In this regard, the Promoters and members of the Promoter Group and the persons in control have expressed their intention of participating in the Buyback. In this regard, the promoters have expressed their intention to participate in the Buyback by way of their letters each dated February 8, 2023, and may tender up to: (i) an aggregate maximum of 5,12,43,740 Equity Shares or; (ii) such lower number of Equity Shares in accordance with the provisions of the Buyback Regulations.
21.5 Assuming the response to the Buyback is to the extent of 100% (full acceptance) from all the Eligible Shareholders up to their Entitlement including the Promoters, the aggregate shareholding and the voting rights of the Promoters and Promoter Group of the Company, may increase to 73.39% post Buyback from the current pre Buyback shareholding of 73.25%, and the aggregate shareholding of the public shareholders in the Company may decrease to 26.61% post Buyback from the current pre Buyback shareholding of 26.75%.
21.6 Record Date, ratio of Buyback and Buyback Entitlement:
21.6.1 As required under the Buyback Regulations, the Company has fixed Wednesday, March 29, 2023, as the Record Date for the purpose of determining the entitlement and the names of the Eligible Shareholders of the Equity Shares, who are eligible to participate in the Buyback.
21.6.2 The Equity Shares to be bought back, as part of the Buyback is divided into two categories and the Entitlement of a shareholder in each category shall be calculated accordingly:
(a) Reserved category for Small Shareholders (“Reserved Category”); and
(b) General Category for all Eligible Shareholders other than Small Shareholders (“General Category”).
21.6.3 ‘Small Shareholder’ has been defined under Regulation 2(i)(n) of the Buyback Regulations and in relation to the Buyback means an Eligible Shareholder who holds Equity Shares of market value of not more than ₹2,00,000/(Indian Rupees Two Lakh Only), on the basis of closing price on BSE or NSE, whichever registers the highest trading volume in respect of the Equity Shares on the Record Date. As on the Record Date, the volume of Equity Shares traded on BSE was 17,806 Equity shares and on NSE was 2,73,328 Equity Shares. Accordingly, NSE being the stock exchange with highest trading volume, the closing price was ₹ 1,022.55 and hence all Eligible Shareholders holding not more than 195 Equity Shares as on the Record Date are classified as ‘Small Shareholders’ for the purpose of the Buyback.
21.6.4 Based on the above definition, there are 1,35,998 Small Shareholders with aggregate shareholding of 15,32,669 Equity Shares (as on the Record Date), which constitutes 2.19% of the outstanding number of Equity Shares of the Company and 153.27% of the maximum number of Equity Shares which are proposed to be bought back as part of this Buyback.

21.6.5 In accordance with Regulation 6 of the Buyback Regulations, the reservation for the Small Shareholders (Reserved Category), will be higher of:
(a) 15% of the number of Equity Shares which the Company proposes to Buyback (15% of 10,00,000 Equity Shares), which works out to 1,50,000 Equity Shares; or
(b) The number of Equity Shares to which the Small Shareholders are entitled as per their shareholding as on the Record Date (i.e., 15,32,669/ 6,99,57,000 × 10,00,000), which works out to 21,909 Equity Shares.
21.6.6 Based on the above and in accordance with Regulation 6 of the Buyback Regulations, 1,50,000 Equity Shares will be reserved for Small Shareholders. Accordingly, General Category shall consist of 8,50,000 Equity Shares.
21.6.7 Based on the aforementioned, the entitlement ratio of Buyback for both categories is set forth below:

Category	Entitlement ratio in the Buyback*
Reserved Category for Small Shareholders	9 Equity Shares out of every 92 Equity Shares held on the Record Date
General Category for all other Eligible Shareholders	1 Equity Shares out of every 80 Equity Shares held on the Record Date

*The above ratio of Buyback is approximate and provides an indicative Buyback Entitlement. Any computation of entitled Equity Shares using the above ratio may provide a slightly different number due to rounding off. The actual Buyback Entitlement for Reserved Category for Small Shareholders is 9.78684895% and General Category for all other than eligible Shareholders is 1.24224817%.

21.6.8 Illustration of Entitlement Ratio
i. For Small Shareholders – Eligible Shareholder holding 92 Equity Shares will receive an entitlement of 9 Equity Shares (9.78684895% of 92 Equity shares held on Record Date). The Company will accept 100% Equity Shares who have validly tendered their Equity Shares to the extent of their Buyback Entitlement or the number of Equity Shares tendered by them, whichever is less. Additional equity shares will be accepted based on proportionate basis as described in Paragraph 21 on page 33 of this Letter of Offer.
ii. For General Shareholders – Eligible Shareholder holding 80 Equity Shares will receive an entitlement of 1 Equity shares (1.24224817% of 80 Equity shares held on Record Date). The Company will accept 100% Equity Shares who have validly tendered their Equity Shares to the extent of their Buyback Entitlement or the number of Equity Shares tendered by them, whichever is less. Additional equity shares will be accepted based on proportionate basis as described in Paragraph 21 on page 33 of this Letter of Offer.

21.7 Fractional Entitlements

If the Buyback Entitlement under Buyback, after applying the above-mentioned ratios to the Equity Shares held on the Record Date, is not a round number (i.e., not in the multiple of 1 (one) Equity Share), then the fractional Entitlement shall be ignored for computation of the Buyback Entitlement to tender Equity Shares in the Buyback for both categories of Eligible Shareholders.

On account of ignoring the fractional entitlement, those Small Shareholders who hold 10 or less Equity Shares as on the Record Date will be dispatched a Tender Form with zero entitlement. Such Small Shareholders are entitled to tender additional Equity Shares as part of the Buyback and will be given preference in the Acceptance of one Equity Share, if such Small Shareholders have tendered additional Equity Shares. The Company shall make its best efforts, subject to Buyback Regulations in accepting Equity Shares tendered by such Eligible Shareholders to the extent possible and permissible.

21.8 Basis of Acceptance of Equity Shares validly tendered in the Reserved Category:

In accordance with this Letter of Offer, the Acceptance in the Buyback from the Reserved Category will be implemented in the following order of priority:

(a) Full Acceptance (100%) from Small Shareholders in the Reserved Category, who have validly tendered their Equity Shares to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by them, whichever is less.
(b) Post-acceptance as described in paragraph 21.8 (a) above, in case there are any Equity Shares left to be bought back from the Small Shareholders who were entitled to tender zero Equity Shares (on account of

ignoring the fractional entitlement), and have tendered additional Equity Shares as part of the Buyback, they shall be given preference and one Equity Share each from the additional Equity Shares applied by such Small Shareholders would be bought back in the Reserved Category.

(c) Post-acceptance as described in paragraphs 21.8 (a) and 21.8 (b) above, in case there are any validly tendered unaccepted Equity Shares in the Reserved Category (“ Reserved Category Additional Equity Shares ”) and Equity Shares left to be bought back in the Reserved Category, the Reserved Category Additional Equity Shares shall be accepted in a proportionate manner and the acceptances shall be made in accordance with the Buyback Regulations (i.e., valid Acceptance per Small Shareholder shall be equal to the Reserved Category Additional Equity Shares validly tendered by them divided by the total Reserved Category Additional Equity Shares and multiplied by the total pending number of Equity Shares to be accepted in Reserved Category). For the purpose of this calculation, the Reserved Category Additional Equity Shares taken into account for the Small Shareholders, from whom one Equity Share has been Accepted in accordance with paragraph 21.8 (b) above, shall be reduced by one.
(d) The procedure of adjustment for fractional results in case of proportionate Acceptance, as described in paragraph 21.8 (c) above, is set forth below:
(i) For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is greater than or equal to 0.50 (zero point five zero), then the fraction would be rounded off to the next higher integer.
(ii) For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is less than 0.50 (zero point five zero), then the fraction shall be ignored.
(e) In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buyback Committee or any person(s) authorized by the Buyback Committee will have the authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in the process described in this paragraph 21 of this Letter of Offer.

21.9 Basis of Acceptance of Equity Shares validly tendered in the General Category:

In accordance with this Letter of Offer, the Acceptance in the Buyback from the General Category will be implemented in the following order of priority:

(a) Full Acceptance (100%) in the General Category from the Eligible Shareholders who have validly tendered their Equity Shares, to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by them, whichever is less.
(b) Post-acceptance as described in paragraph 21.9 (a) above, in case there are any validly tendered unaccepted Equity Shares in the General Category (“ General Category Additional Shares ”) and Equity Shares left to be bought back in the General Category, the General Category Additional Equity Shares shall be accepted in the proportionate manner and the acceptances shall be made in accordance with the Buyback Regulations (i.e., valid Acceptance per Eligible Shareholder shall be equal to the General Category Additional Equity Shares validly tendered by them divided by the total General Category Additional Equity Shares and multiplied by the total pending number of Equity Shares to be Accepted in General Category).
(c) Adjustment for fractional results in case of proportionate acceptance as described in paragraph 21.9 (b) above:
(i) For any Eligible Shareholder, if the number of Additional Equity Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the next higher integer.
(ii) For any Eligible Shareholder if the number of Additional Equity Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.

(d) In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buyback Committee or any person(s) authorized by the Buyback Committee will have the authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in the process described in paragraph 21 of this Letter of Offer.

21.10 Basis of Acceptance of Equity Shares between Categories:

(a) In case there are any Equity Shares left to be bought back in one category (“ Partially Filled Category after Acceptance in accordance with the above described methodology for both the categories, and there are additional unaccepted validly tendered Equity Shares in the second category, then the Additional Equity Shares in the second category shall be Accepted proportionately (i.e., valid Acceptances per Eligible Shareholder shall be equal to the additional outstanding Equity Shares validly tendered by a Eligible Shareholder in the second category divided by the total additional outstanding Equity Shares validly tendered in the second category and multiplied by the total pending number of Equity Shares to be bought back in the Partially Filled Category).
(b) If the Partially Filled Category is the General Category, and the second category is the Reserved Category for Small Shareholders, then for the purpose of this calculation, the Additional Equity Shares tendered by such Small Shareholders, from whom one Equity Share has been Accepted in accordance with “Basis of Acceptance of Equity Shares validly tendered in the Reserved Category” will be reduced by one Equity Share and shall be eligible for priority acceptance of one Equity Share before acceptance in paragraph 21.10 (a) above out of the Equity Shares left to be bought back in the Partially Filled Category, provided no Acceptance could take place from such shareholder in accordance with paragraph 21.8 of this Letter of Offer.
(c) Adjustment for fraction results in case of proportionate Acceptance, as described in paragraph 21.10 (a) and 21.10 (b) above:
(i) For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the next higher integer.
(ii) For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis is not in the multiple of 1 (one) and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
(d) In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buyback Committee or any person(s) authorized by the Buyback Committee will have the authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in the process described in paragraph 21 of this Letter of Offer

21.11 For avoidance of doubt, it is clarified that:

(a) the Equity Shares Accepted under the Buyback from each Eligible Shareholder, in accordance with paragraphs above, shall not exceed the number of Equity Shares tendered by the respective Eligible Shareholder;
(b) the Equity Shares Accepted under the Buyback from each Eligible Shareholder, in accordance with paragraphs above, shall not exceed the number of Equity Shares held by respective Eligible Shareholder as on the Record Date;
(c) the Equity Shares tendered by any Eligible Shareholder over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance in accordance with the paragraphs above; and
(d) In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, the Buyback Committee or any person(s) authorized by the Buyback Committee will have the authority to decide such final allocation with respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in the process described in paragraph 21 of this Letter of Offer.

21.12 Clubbing of Entitlements

In accordance with Regulation 9(ix) of the Buyback Regulations, in order to ensure that the same Eligible Shareholders with multiple demat accounts/folios do not receive a higher Entitlement under the Small Shareholder category, the Company proposes to club together the Equity Shares held by such Eligible Shareholders with a common PAN for determining the category (Small Shareholder or General) and Entitlement under the Buyback. In case of joint shareholding, the Company will club together the Equity Shares held in cases where the sequence of the PANs of the joint shareholders is identical and where the PANs of all joint shareholders are not available, the Company will check the sequence of the names of the joint holders and club together the Equity Shares held in such cases where the name of joint shareholders are identical. In case of Eligible Shareholders holding Physical Shares, where the sequence of PANs is identical and where the PANs of all joint shareholders are not available, the Registrar to the Buyback will check the sequence of the names of the joint holders and club together the Equity Shares held in such cases where the sequence of the PANs and name of joint shareholders are identical. The shareholding of institutional investors like mutual funds, pension funds/trusts and insurance companies etc., with common PAN will not be clubbed together for determining the category and will be considered separately, where these Equity Shares are held for different schemes and have a different demat account nomenclature based on information prepared by the Registrar to the Buyback as per the shareholder records received from the depositories. Further, the Equity Shares held under the category of “clearing members” or “corporate body margin account” or “corporate body – broker” as per the beneficial position data as on Record Date with common PAN are not proposed to be clubbed together for determining their entitlement and will be considered separately, where these Equity Shares are assumed to be held on behalf of clients.

22. PROCEDURE FOR TENDER OFFER AND SETTLEMENT

A. GENERAL

22.1 The Buyback is open to all Eligible Shareholders/beneficial owners of the Company holding Equity Shares either in physical or electronic form, as on the Record Date.
22.2 The Company proposes to implement the Buyback through the Tender Offer process, on a proportionate basis. The Letter of Offer and Tender Form, outlining the terms of the Buyback and additional disclosures as specified in the Buyback Regulations, will be sent to Eligible Shareholders whose names appear on the register of members of the Company, or who are beneficial owners of Equity Shares as per the records of Depositories, on the Record Date, as per the Buyback Regulations and such other circulars or notifications, as may be applicable.
22.3 The Eligible Shareholders who have registered their email IDs with the depositories / the Company, shall be dispatched the Letter of Offer through electronic means. The Eligible Shareholders who have not registered their email ids with the depositories / the Company, shall be dispatched the Letter of Offer through physical mode by registered post / speed post / courier. In case of non-receipt of Letter of Offer and the Tender Form, please follow the procedure as mentioned in paragraph 22.25 of this Letter of Offer.
22.4 The Company will not accept any Equity Shares offered in the Buyback which are under any restraint order of a Court/ any other competent authority for transfer/ disposal/ sale or where loss of share certificates has been notified to the Company or where the title to the Equity Shares is under dispute or is otherwise not clear and the duplicate share certificates have not been issued either due to such request being under process as per the provisions of law or where any other restraint subsists or otherwise.
22.5 The Company shall comply with Regulation 24(v) of the Buyback Regulations which restricts the Company from buying back locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the time the Equity Shares become transferable.
22.6 The Eligible Shareholders’ participation in the Buyback will be voluntary. The Eligible Shareholders may choose to participate, in full or in part, and receive cash in lieu of the Equity Shares to be accepted under the Buyback or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, postBuyback, without additional investment. The Eligible Shareholders may also tender a part of their Buyback Entitlement. The Eligible Shareholders also have the option of tendering Additional Equity Shares (over and above their Buyback Entitlement) and participate in the shortfall created due to non-participation of some other Eligible Shareholders, if any. Acceptance of any Equity Shares tendered in excess of the Buyback Entitlement by the Eligible Shareholder, shall be in terms of procedure outlined in this Letter of Offer.

22.7 The Company will accept Equity Shares validly tendered for the Buyback by the Eligible Shareholders, on the basis of their Buyback Entitlement. Additional Equity Shares, if any, tendered by Eligible Shareholders will be accepted as per the procedure laid out in paragraph 21 on page 33 of this Letter of Offer.
22.8 Eligible Shareholders will have to transfer their Demat Shares from the same demat account in which they were holding such Demat Shares (as on the Record Date). In case of multiple demat accounts, Eligible Shareholders are required to tender the applications separately from each demat account. In case of any changes in the demat account in which the Demat Shares were held (as on Record Date), such Eligible Shareholders should provide sufficient proof of the same to the Registrar to the Buyback, and such tendered Demat Shares may be Accepted subject to appropriate verification and validation by the Registrar. The Board or the Buyback Committee authorised by the Board will have the authority to decide such final allocation in case of non-receipt of sufficient proof by such Eligible Shareholder.
22.9 The Equity Shares proposed to be bought back in the Buyback is divided into two categories and the entitlement of a shareholder in each category shall be calculated accordingly:
(a) Reserved Category for Small Shareholders; and
(b) the General Category for all other Eligible Shareholders.
22.10 After Accepting the Equity Shares tendered on the basis of the Buyback Entitlement, Equity Shares left to be bought as a part of the Buyback, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered, over and above their Buyback Entitlement, by Eligible Shareholders in that category, and thereafter, from Eligible Shareholders who have tendered over and above their Buyback Entitlement, in the other category.
22.11 The maximum tender under the Buyback by any Eligible Shareholder cannot exceed the number of Equity Shares held by the Eligible Shareholder as on the Record Date.
22.12 For implementation of the Buyback, the Company has appointed Ambit Capital Private Limited as the registered broker to the Company (the “ Company’s Broker ”) to facilitate the process of tendering of Equity Shares through the Stock Exchange Mechanism for the Buyback and through whom the purchases and settlements on account of the Buyback would be made by the Company. The contact details of the Company’s Broker are as follows:

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Ambit Capital Private Limited

Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013

Tel. No. : +91 22 6623 3000; Fax No. : +91 22 6623 3100

Contact Person : Sameer Parkar

Email : [email protected] ; Website : www.ambit.co

SEBI Registration No. : INZ000259334 CIN : U74140MH1997PTC107598

22.13 The Buyback will be implemented using the “ Mechanism for acquisition of shares through Stock Exchange ” issued by SEBI vide circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and circular no. CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, and SEBI Circular CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021 and in accordance with the procedure prescribed in the Companies Act and the Buyback Regulations, and as may be determined by the Board of Directors, or the Buyback Committee, on such terms and conditions as may be permitted by law from time to time.
22.14 The Company shall request BSE, being the Designated Stock Exchange, to provide a separate window (the “ Acquisition Window ”) to facilitate placing of sell orders by the Eligible Shareholders who wish to tender their Equity Shares in the Buyback. The details of the Acquisition Window will be as specified by BSE from time to time. All Eligible Shareholders may place orders in the Acquisition Window, through their respective stock brokers (“ Seller Member(s) ”).

22.15 During the Tendering Period, the order for selling the Equity Shares will be placed in the Acquisition Window by Eligible Shareholders through their respective stock brokers (“Seller Member(s)”) during normal trading hours of the secondary market. The Seller Members can enter orders for Equity Shares held in dematerialized form as well as physical form. In the tendering process, the Company’s Broker may also process the orders received from the Eligible Shareholders.
22.16 In the event the Seller Member of any Eligible Shareholder is not registered with BSE as a trading member/ stockbroker/, then that Eligible Shareholder can approach any BSE registered stock broker and can register himself by using web based unique client code application (“ UCC ”) facility through that BSE registered stock broker (after submitting all details as may be required by such BSE registered stock broker in compliance with applicable law). In case the Eligible Shareholders are unable to register himself by using UCC facility through any other registered stock broker, then that Eligible Shareholder may approach the Company’s Broker i.e., Ambit Capital Private Limited, to place their bids, subject to completion of KYC requirements as required by the Company’s Broker.
22.17 The Eligible Shareholder approaching the Designated Stock Exchange registered stock broker (with whom he does not have an account) may have to submit the requisite documents as may be required. The requirement of documents and procedures may vary from broker to broker and may inter alia include:

In case of Eligible Seller being an individual

If Eligible Seller is registered with KYC Registration Agency (“KRA”): Forms required:

(a) Central Know Your Client (CKYC) form including FATCA, IPV, OSV if applicable
(b) Know Your Client (KYC) form Documents required (all documents self-attested):
Bank details (cancelled cheque)
(c) Demat details only if Equity Shares are in demat mode (Demat Master /Latest Demat statement)

If Eligible Seller is not registered with KRA: Forms required:

(a) CKYC form including FATCA, IPV, OSV if applicable
(b) KRA form
(c) KYC form Documents required (all documents self-attested):
PAN card copy
Address proof
Bank details (cancelled cheque)
(d) Demat details only if Equity Shares are in demat mode (Demat master /Latest Demat statement)

It may be noted that other than submission of above forms and documents in person verification may be required.

In case of Eligible Seller is HUF:

If Eligible Seller is registered with KYC Registration Agency (“KRA”): Forms required:

(a) Central Know Your Client (CKYC) form of KARTA including FATCA, IPV, OSV if applicable (b) Know Your Client (KYC) form Documents required (all documents self-attested):
Bank details (cancelled cheque)
(c) Demat details only if Equity Shares are in demat mode (Demat Master /Latest Demat statement)

If Eligible Seller is not registered with KRA: Forms required:

(a) CKYC form of KARTA including FATCA, IPV, OSV if applicable
(b) KRA form
(c) Know Your Client (KYC) form Documents required (all documents self-attested):
PAN card copy of HUF & KARTA
Address proof of HUF & KARTA
HUF declaration
Bank details (cancelled cheque)
(d) Demat details only if Equity Shares are in demat mode (Demat master /Latest Demat statement)

It may be noted that other than submission of above forms and documents in person verification may be required.

In case of Eligible Seller other than Individual and HUF:

If Eligible Seller is KRA registered: Form required

(a) Know Your Client (KYC) form Documents required (all documents certified true copy)
Bank details (cancelled cheque)
(b) Demat details only if Equity Shares are in demat mode (Demat master /Latest Demat statement)
(c) FATCA, IPV, OSV if applicable
(d) Latest list of Directors/authorised signatories/partners/trustees
(e) Latest shareholding pattern
(f) Board resolution
(g) Details of ultimate beneficial owner along with PAN card and address proof
(h) Last 2 years financial statements

If Eligible Seller is not KRA registered: Forms required:

(a) KRA form
(b) Know Your Client (KYC) form Documents required (all documents certified true copy):
PAN card copy of company/ firm/trust
Address proof of company/ firm/trust
Bank details (cancelled cheque)
(c) Demat details only if Equity Shares are in demat mode (Demat Master /Latest Demat statement)
(d) FATCA, IPV, OSV if applicable
(e) Latest list of Directors/authorised signatories /partners/trustees
(f) PAN card copies & address proof of Directors/authorised signatories/partners/trustees
(g) Latest shareholding pattern
(h) Board resolution/partnership declaration
(i) Details of ultimate beneficial owner along with PAN card and address proof
(j) Last 2 years financial statements
(k) MOA/Partnership deed /trust deed

It may be noted that above mentioned list of documents is an indicative list. The requirement of documents and procedures may vary from broker to broker.

22.18 All Eligible Shareholders, through their Seller Member will be eligible and responsible to place orders in the Acquisition Window.
22.19 During the Tendering Period, the order for selling the Equity Shares will be placed in the Acquisition Window by the Eligible Shareholders through their respective Seller Member during normal trading hours of the secondary market. The Seller Member can enter orders for Demat Shares as well as Physical Shares. In the tendering process, the Company’s Broker may also process the orders received from the Eligible Shareholders. The reporting requirements for Non-Resident Shareholders under the FEMA and any other rules, regulations, guidelines, for remittance of funds, shall be completed by the Eligible Shareholder and/or the Seller Member through which the Eligible Shareholder places the bid.
22.20 Multiple bids made by single Eligible Shareholder for selling the Equity Shares shall be clubbed and considered as ‘one’ bid for the purposes of Acceptance.
22.21 Modification/ cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed during the Tendering Period of the Buyback.
22.22 The cumulative quantity tendered shall be made available on the website of BSE at www.bseindia.com throughout the trading session and will be updated at specific intervals during the Tendering Period.
22.23 All documents sent by the Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this regard.
22.24 Eligible Shareholders shall also provide all relevant documents, which are necessary to ensure transferability of the Equity Shares in respect of the Tender Form to be sent. Such documents may include (but not be limited to):

(a) Duly attested power of attorney, if any person other than the Eligible Shareholder has signed the Tender Form;
(b) Duly attested death certificate and succession certificate/legal heirship certificate, in case any Eligible Shareholder has expired; and
(c) In case of companies, the necessary certified corporate authorizations (including board and/or general meeting resolutions).

THE NON-RECEIPT OF THE LETTER OF OFFER BY, OR ACCIDENTAL OMISSION TO DISPATCH THE LETTER OF OFFER TO ANY PERSON WHO IS ELIGIBLE TO RECEIVE THE LETTER OF OFFER, SHALL NOT INVALIDATE THE BUYBACK IN ANY MANNER. PLEASE NOTE THAT THE COMPANY SHALL ACCEPT EQUITY SHARES VALIDLY TENDERED FOR THE BUYBACK OFFER ON THE BASIS OF THEIR HOLDING AND ENTITLEMENT AS APPEARING IN THE RECORDS OF THE COMPANY AS ON THE RECORD DATE.

22.25 In case of non-receipt of the Letter of Offer and the Tender Form:
22.25.1 In case the Eligible Shareholders holds Equity Shares in dematerialised form :

If any Eligible Shareholder who is holding Equity Shares in dematerialized form and has been sent the Letter of Offer through electronic means, wishes to obtain a physical copy of the Letter of Offer, they may send a request in writing to the Company or Registrar at the address or email ID mentioned at the cover page of the Letter of Offer stating name, address, number of Equity Shares held on Record Date, client ID number, DP name/ ID, beneficiary account number. Upon receipt of such request, a physical copy of the Letter of Offer shall be provided to such Eligible Shareholder. An Eligible Shareholder may participate in the Buyback by downloading the Tender Form from the website of the Company at www.symphonylimited.com or the Registrar to the Buyback at www.bigshareonline.com by providing their application in writing on plain paper, signed by Eligible Shareholder or all Eligible Shareholders (in case Equity Shares are in joint name), stating name and address of Eligible Shareholders, number of Equity Shares held as on the Record Date, Client ID number, DP Name/ ID, beneficiary account number and number of Equity Shares tendered for the Buyback. For further process, please refer to paragraph 22.26 titled “ Procedure to be followed by Eligible Shareholders holding Demat Shares ” on page 43 of this Letter of Offer.

22.25.2 In case the Eligible Shareholders holds Equity Shares in physical form:

An Eligible Shareholder may participate in the Buyback by downloading the Tender Form from the website of the Company at www.symphonylimited.com or the Registrar to the Buyback at www.bigshareonline.com by providing their application in writing on plain paper signed by Eligible Shareholder or all Eligible Shareholders (in case Equity Shares are in joint name) stating name, address, folio number, number of Equity Shares held, share certificate number, number of Equity Shares tendered for the Buyback and the distinctive numbers thereof, bank account details together with the original share certificate(s), copy of Eligible Shareholders PAN card(s) and executed Form SH-4 in favour of the Company. The transfer Form (SH-4) can be downloaded from the Company’s website at www.symphonylimited.com or the website of Registrar to the Buyback at www.bigshareonline.com. Eligible Shareholders must ensure that the Tender Form, along with the TRS and requisite documents (as mentioned in paragraph 22.27 below), reach the Registrar to the Buyback on or before the Buyback Closing Date (by 5:00 p.m. (IST)). If the signature(s) of the Eligible Shareholders provided in the plain paper application differs from the specimen signature(s) recorded with the Registrar to the Buyback/Company or are not in the same order (although attested), the Company/Registrar to the Buyback shall have a right to reject such applications. For further process, please refer to paragraph 22.27 titled “ Procedure to be followed by Eligible Shareholders holding Physical Shares ” on page 44 of this Letter of Offer.

All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to adequately safeguard their interests in this regard.

The Company shall accept Equity Shares validly tendered by the Eligible Shareholder(s) in the Buyback on the basis of their shareholding as on the Record Date and the Buyback Entitlement. Eligible Shareholder(s) who intend to participate in the Buyback using the ‘plain paper’ option as mentioned in this paragraph are advised to confirm their entitlement from the Registrar to the Buyback, before participating in the Buyback.

Please note that Eligible Shareholder(s) who intend to participate in the Buyback will be required to approach their respective Seller Member (along with the complete set of documents for verification procedures) and have to ensure that their bid is entered by their respective Seller Member or broker in the electronic platform to be made available by the Stock Exchanges before the Buyback Closing Date, otherwise the same are liable to be rejected.

The participation of the Eligible Shareholders in the Buyback is entirely at the discretion of the Eligible Shareholders. The Company does not accept any responsibility for the decision of any Eligible Shareholder to either participate or to not participate in the Buyback. The Company will not be responsible in any manner for any loss of share certificate(s) and other documents during transit and the Eligible Shareholders are advised to adequately safeguard their interest in this regard.

22.26 Procedure to be followed by Eligible Shareholders holding Demat Shares:

22.26.1 Eligible Shareholders who desire to tender their Equity Shares held by them in dematerialised form under the Buyback would have to do so through their respective Seller Member by indicating to the concerned Seller Member, the details of Equity Shares they intend to tender under the Buyback.
22.26.2 The Seller Member(s) would be required to place an order/bid on behalf of the Eligible Shareholders who wish to tender Equity Shares in the Buyback using the Acquisition Window of BSE. For further details, Eligible Shareholders may refer to the circulars issued by BSE and Indian Clearing Corporation Limited (“ Clearing Corporation ”).
22.26.3 The details of the settlement number under which the lien will be marked on the Equity Shares tendered for the Buyback will be provided in a separate circular to be issued by BSE or the Clearing Corporation.
22.26.4 The lien shall be marked in demat account of the Eligible Shareholders for the Equity Shares tendered in the Buyback. The details of Equity Shares marked as lien in the demat account of the Eligible Shareholders shall be provided by depositories to the Clearing Corporation.
22.26.5 In case, the demat account of the Eligible Shareholders is held in one depository and clearing member pool and clearing corporation account is held with other depository, the Equity Shares tendered under the Buyback shall be blocked in the shareholders demat account at the source depository during the Tendering Period. Inter Depository Tender Offer (“ IDT ”) instruction shall be initiated by the Eligible Shareholder at source depository to clearing member pool/ clearing corporation account at target depository. Source depository shall block the Eligible Shareholder’s securities (i.e., transfers from free balance to blocked balance) and sends IDT message to target depository for confirming creation of lien. Details of Equity Shares blocked in the Eligible Shareholders demat account shall be provided by the target depository to the Clearing Corporation.
22.26.6 For custodian participant orders for dematerialized Equity Shares, early pay-in is mandatory prior to confirmation of order/bid by custodian participant. The custodian participant shall either confirm or reject the orders no later than the closing of trading hours (i.e. 3:30 p.m. (IST)) on the last day of the Tendering Period (i.e. Buyback Closing Date). Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed custodian participant orders, any order modification shall revoke the custodian confirmation and the revised order shall be sent to the custodian again for confirmation.
22.26.7 Upon placing the bid, the Seller Member shall provide a Transaction Registration Slip (“ TRS ”) generated by the exchange bidding system to the Eligible Shareholder on whose behalf the bid has been placed. The TRS will contain the details of order submitted such as bid ID number, application number, Depository Participant ID, client ID, number of Equity Shares tendered, etc.
22.26.8 It is clarified that in case of dematerialised Equity Shares, submission of the Tender Form and TRS is not mandatory. In case of non-receipt of the completed Tender Form and other documents, but receipt of Equity Shares in the accounts of the Clearing Corporation and a valid bid in the exchange bidding system, the bid by such Eligible Shareholder shall be deemed to have been accepted.
22.26.9 The Eligible Shareholders will have to ensure that they keep the depository participant account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated Buyback decided by Company. Further, Eligible Shareholders will have to ensure that they keep the saving account attached with

the DP account active and updated to receive credit remittance due to Acceptance of Buyback of shares by the Company.

22.27 Procedure to be followed by Eligible Shareholders holding Physical Shares:

In accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, Eligible Shareholders holding Equity Shares in physical form can participate in the Buyback. However, such tendering shall be as per the provisions of the Buyback Regulations. The procedure is as below:

22.27.1 Eligible Shareholders who are holding Equity Shares in physical form and intend to participate in the Buyback will be required to approach their respective Seller Member(s) along with the complete set of documents for verification procedures to be carried out before placement of the bid. Such documents include (i) the Tender form duly signed by all Eligible Shareholders (in case shares are in joint names, in the same order in which they hold the shares) (ii) original Equity Share certificate(s), (iii) valid share transfer form(s) i.e. Form SH-4 duly filled and signed by the transferors (i.e. by all registered Eligible Shareholders in same order and as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favour of the Company, (iv) self-attested copy of the Eligible Shareholder’s PAN card, (v) any other relevant documents such as, but not limited to, duly attested power of attorney, corporate authorization (including board resolution/specimen signature), notarized copy of death certificate and succession certificate or probated will, if the original Eligible Shareholder is deceased, etc., as applicable. In addition, if the address of the Eligible Shareholder has undergone a change from the address registered in the Register of Members of the Company, the Eligible Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhar Card, Voter Identity Card or Passport.
22.27.2 Based on the aforesaid documents, the concerned Seller Member shall place the bid on behalf of the Eligible Shareholder who is holding Equity Shares in physical form and intend to tender Equity Shares in the Buyback using the Acquisition Window of the Stock Exchanges. Upon placing the bid, the Seller Member shall provide a TRS generated by the exchange bidding system to the Eligible Shareholder. The TRS will contain the details of order submitted such as folio number, Equity Share certificate number, distinctive number, number of Equity Shares tendered, etc.
22.27.3 Any Seller Member/Eligible Shareholder who places a bid for physical Equity Shares, is required to deliver the original Equity Share certificate(s) and documents (as mentioned above) along with the TRS generated by exchange bidding system upon placing of bid, either by registered post, speed post or courier or hand delivery to the registrar to the Buyback i.e. Bigshare Services Private Limited at the address mentioned at paragraph 29 on page 55 or the collection centre of the Registrar, details of which will be included in the Letter of Offer, within 2 days of bidding by Seller Member and the same should reach not later than the buyback closing date. The envelope should be super-scribed as “ Symphony Limited – Buyback 2023 ”. One copy of the TRS will be retained by Registrar and it will provide acknowledgement of the same to the Seller Member/Eligible Shareholder.
22.27.4 The Eligible Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the physical Equity Shares for the Buyback shall be subject to verification as per the Buyback Regulations and any further directions issued in this regard. The Registrar will verify such bids based on the documents submitted on a daily basis and till such time the Stock Exchanges shall display such bids as ‘unconfirmed physical bids’. Once the Registrar confirms the bids, it will be treated as ‘Confirmed Bids’ and displayed on the website of BSE.
22.27.5 In case any Eligible Shareholder has submitted Equity Shares in physical form for dematerialisation, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Buyback before the closure of the Tendering Period of the Buyback.
22.27.6 All documents as mentioned above, shall be enclosed with the valid Tender Form, otherwise the Equity Shares tendered will be liable for rejection. The Equity Shares shall be liable for rejection on the following grounds amongst others: (i) If there is any other company’s equity share certificate(s) or an invalid certificate(s) enclosed with the Tender Form instead of the Equity Share certificate(s) of the Company; (ii) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible Shareholders; (iii) If the Eligible Shareholders tender Equity Shares but the Registrar to the Buyback does not receive the Equity Share certificate(s); (iv) In case the signature on the Tender Form and Form SH-4 does not match as per the specimen signature recorded with Company/Registrar of the Company and (v) Where there exists any restraint order of a

Court/any other competent authority for transfer/disposal/ sale or where loss of share certificates has been notified to the Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists.

22.27.7 The unregistered shareholders holding physical shares may also tender their Equity Shares in the Buyback by submitting the duly executed transfer deed for transfer of shares, purchased prior to the Record Date, in their name, along with the offer form, copy of his PAN card and of the person from whom they have purchased shares and other relevant documents as required for transfer, if any.
22.28 Additional requirements in respect of tenders by the Non-Resident Shareholders:
22.28.1 While tendering their Equity Shares under the Buyback, all Eligible Shareholders being Non-Resident Shareholders (excluding FIIs) shall enclose a copy of the permission received by them from RBI, if applicable, to acquire the Equity Shares held by them. In the event relevant confirmations / declarations are not provided in the Tender Forms or there is ambiguity in the information provided, the Company reserves the right to reject such Tender Forms.
22.28.2 Eligible Shareholders who are FIIs/FPIs should also enclose a copy of their SEBI registration certificate.
22.28.3 In case the Equity Shares are held on a repatriation basis, the Non-Resident Eligible Shareholders shall obtain and enclose a letter from the Eligible Shareholder’s authorised dealer/ bank confirming that at the time of acquiring the said Equity Shares, payment for the same was made by the Non-Resident Shareholder from the appropriate account (e.g. NRE a/c) as specified by RBI in its approval. In case the Non-Resident shareholder is not in a position to produce the said certificate, the Equity Shares would be deemed to have been acquired on non-repatriation basis and in that case the Non-Resident Eligible Shareholder shall submit a consent letter addressed to the Company, allowing the Company to make the payment on a non-repatriation basis in respect of the valid Equity Shares Accepted in the Buyback.
22.28.4 If any of the above stated documents, as applicable, are not enclosed along with the Tender Form, the Equity Shares tendered under the Buyback are liable to be rejected.
22.28.5 The Buyback from the Eligible Shareholders who are residents outside India including foreign corporate bodies (including erstwhile overseas corporate bodies), foreign portfolio investors, non-resident Indians, members of foreign nationality, if any, shall be subject to the Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder, if any, Income Tax Act, 1961 and rules and regulations framed thereunder, as applicable, and also subject to the receipt / provision by such Eligible Shareholders of such approvals, if and to the extent necessary or required from concerned authorities including, but not limited to, approvals from the RBI under the Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder, if any.
22.28.6 The reporting requirements for Non-Resident Shareholders under RBI, FEMA, as amended and any other rules, regulations, guidelines, for remittance of funds, shall be made by the Eligible Shareholders.
22.28.7 The participation of the Eligible Shareholders in the Buyback is entirely at the discretion of the Eligible Shareholders. The Company does not accept any responsibility for the decision of any Eligible Shareholder to either participate or to not participate in the Buyback. The Company will not be responsible in any manner for any loss of share certificate(s) and other documents during transit and the Eligible Shareholders are advised to adequately safeguard their interest in this regard.

B. ACCEPTANCE OF ORDERS

The Registrar to the Buyback shall provide details of order Acceptance to the Clearing Corporation within specified timelines.

C. METHOD OF SETTLEMENT

Upon finalization of the basis of acceptance as per Buyback Regulations:

(a) The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.
(b) The Company will pay the consideration to the Company’s Broker who will transfer the consideration pertaining to the Buyback to the Clearing Corporation’s Bank account as per the prescribed schedule. The

settlements of fund obligation for Demat Shares shall be affected as per the SEBI Circulars and as prescribed by BSE and the Clearing Corporation from time to time. For Demat Shares accepted under the Buyback, such beneficial owners will receive funds payout in their bank account as provided by the depository system directly to the Clearing Corporation and in case of Physical Shares, the Clearing Corporation will release the funds to the Shareholder Broker(s) as per secondary market payout mechanism. If any Eligible Shareholder’s bank account details are not available or if the fund transfer instruction is rejected by the RBI /relevant bank, due to any reasons, then the amount payable to the Eligible Shareholders will be transferred to the concerned Seller Members’ settlement bank account for onward transfer to such Eligible Shareholder.

(c) In case of certain shareholders viz., NRIs, non-residents etc. (where there are specific regulatory requirements pertaining to funds payout including those prescribed by the RBI) who do not opt to settle through custodians, the funds payout would be given to their respective stock broker’s settlement accounts for releasing the same to such shareholder’s account. For this purpose, the client type details would be collected from the depositories, whereas funds payout pertaining to the bids settled through custodians will be transferred to the settlement bank account of the custodian, each in accordance with the applicable mechanism prescribed by the BSE and the Clearing Corporation from time to time.
(d) Details in respect of shareholder’s entitlement for tender process will be provided to the Clearing Corporation by the Company or Registrar to the Buyback. On receipt of the same, Clearing Corporation will cancel the excess or unaccepted blocked shares in the demat account of the shareholder. On settlement date, all blocked shares mentioned in the accepted bid will be transferred to the Clearing Corporation
(e) In the case of inter depository, Clearing Corporation will cancel the excess or unaccepted shares in target depository. Source depository will not be able to release the lien without a release of IDT message from target depository. Further, release of IDT message shall be sent by target depository either based on cancellation request received from Clearing Corporation or automatically generated after matching with bid accepted detail as received from the Company or the Registrar to the Buyback. Post receiving the IDT message from target depository, source Depository will cancel/release excess or unaccepted block shares in the demat account of the shareholder. Post completion of Tendering Period and receiving the requisite details viz., demat account details and accepted bid quantity, source depository shall debit the securities as per the communication/message received from target depository to the extent of accepted bid shares from shareholder’s demat account and credit it to Clearing Corporation settlement account in target Depository on settlement date.
(f) Excess or unaccepted Equity Shares which are in physical form, if any, tendered by the Eligible Shareholders would be returned back to the concerned Eligible Shareholders directly by the Registrar to the Buyback. The Company is authorised to split the share certificate and issue new consolidated share certificate for the unaccepted Equity Shares in physical form, in case the Equity Shares accepted by the Company are less than the Equity Shares that are tendered.
(g) The Equity Shares bought back in dematerialized form would be transferred directly to the escrow account of the Company (“ Company Demat Escrow Account ”) provided it is indicated by the Company Broker or it will be transferred by the Company Broker to the Company Demat Escrow Account on receipt of the Equity Shares from the clearing and settlement mechanism of the Stock Exchanges.
(h) Further, Eligible Shareholders will have to ensure that they keep the saving account attached with the DP account active and updated to receive credit remittance due to Acceptance of Buyback of shares by the Company. Any excess Physical Shares pursuant to proportionate acceptance/ rejection will be returned back to the concerned Eligible Shareholders directly by the Registrar to the Buyback.
(i) The Seller Member(s) would issue a contract note to their respective Eligible Shareholders for the Equity Shares accepted under the Buyback. The Company Broker would also issue a contract note to the Company for the Equity Shares accepted under the Buyback.
(j) Eligible Shareholders who intend to participate in the Buyback should consult their respective Seller Member for payment to them of any cost, applicable taxes, charges and expenses (including brokerage) etc., that may be levied by the Seller Member(s) upon the selling shareholders for tendering Equity Shares in the Buyback (secondary market transaction). The Buyback consideration received by the selling Eligible Shareholders, in respect of accepted Equity Shares, could be net of such costs, charges and expenses

(including brokerage) and the Manager to the Buyback and the Company accept no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by the selling Eligible Shareholders.

(k) The lien marked against unaccepted Equity Shares will be released, if any, or would be returned by registered post or by ordinary post or courier (in case of physical shares) at the Eligible Shareholders’ sole risk. Eligible Shareholders should ensure that their depository account is maintained till all formalities pertaining to the Offer are completed.
(l) The Equity Shares lying to the credit of the Company Demat Escrow Account and the Equity Shares bought back and accepted in physical form will be extinguished in the manner and following the procedure prescribed in the Buyback Regulations.

D. REJECTION CRITERIA

(i) The Equity Shares tendered by Eligible Shareholders holding Demat Shares would be liable to be rejected on the following grounds:
(a) the Equity Shareholder is not an Eligible Shareholder of the Company as on the Record Date; or
(b) if there is a name mismatch in the demat account of the Eligible Shareholder and PAN.
(ii) The Equity Shares tendered by Eligible Shareholders holding Physical Shares would be liable to be rejected on the following grounds, if:
(a) The documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical form are not received by the Registrar on or before 5 p.m. (IST) on Wednesday, May 17, 2023 ; or
(b) If the share certificate of the Company is not enclosed with the Tender Form; or
(c) If there is any other company’s share certificate/ invalid certificate enclosed with the Tender Form instead of the share certificate of the Company; or
(d) If the transfer/ transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible Shareholders; or
(e) If the Eligible Shareholders bid the Equity Shares but the Registrar does not receive the physical Equity Share certificate; or
(f) In the event the signature in the Tender Form and Form SH 4 do not match as per the specimen signature recorded with Company or Registrar to the Buyback; or
(g) Where there exists any restraint order of a Court/any other competent authority for transfer/disposal/ sale or where loss of share certificates has been notified to the Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists; or
(h) If the PAN cards (self-attested) of the shareholder and all the joint holders, are not submitted with the form.

23. NOTE ON TAXATION

Disclosures in this section are based on an opinion sought by the Company from Shah & Dalal, Independent Chartered Accountant, dated March 21, 2023. The contact details for Shah & Dalal is as follows:

Shah & Dalal, Chartered Accountants

B/101, 2[nd] Floor, Neelam Apartments, Hirabaug Crossing, Ambawadi, Ahmedabad – 380006Ph.: +91 79 26560177 Email: [email protected] Firm Registration Number: 109432W

The opinion is reproduced below –

Quote

THE FOLLOWING SUMMARY OF THE TAX CONSIDERATIONS IS BASED ON THE READING OF THE CURRENT PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER, THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, WHICH ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT IMPLICATIONS ON THESE TAX CONSIDERATIONS.

IN VIEW OF THE COMPLEXITY AND THE SUBJECTIVITY INVOLVED IN THE TAX CONSEQUENCES OF A BUY BACK TRANSACTION, ELIGIBLE SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE TAX TREATMENT IN THEIR HANDS CONSIDERING THE RELEVANT TAX PROVISIONS, FACTS AND CIRCUMSTANCES OF THEIR CASE.

THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF THIS TAX SUMMARY AND EXPLICITLY DISOWNS ANY LIABILITY ARISING OUT OF ANY ACTION INCLUDING A TAX POSITION TAKEN BY THE ELIGIBLE SHAREHOLDER BY RELYING ON THIS SUMMARY. THE SUMMARY OF TAX CONSIDERATIONS RELATING TO BUY BACK OF EQUITY SHARES LISTED ON THE STOCK EXCHANGE SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GENERAL GUIDANCE PURPOSES ONLY.

I. GENERAL

The Indian tax year runs from 1 April to 31 March. The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. A person who is a tax resident of India is liable to taxation in India on his worldwide income, subject to certain prescribed tax exemptions provided under the Income Tax Act 1961 (‘ Act ’ or ‘ ITA ’).

A person who is treated as a non-resident for Indian tax purposes is generally liable to tax in India only on his/her India sourced income or income received or deemed to be received by such person in India. Finance Act, 2020, has introduced deeming provisions whereby non-resident individuals are deemed to be resident in India upon triggering of certain conditions. Such deemed residents would be liable to pay tax in India only on their India sourced income or income from business or profession controlled in India. In case of shares of a company, the source of income from shares would depend on the ‘situs’ of the shares. As per judicial precedents, generally the ‘situs’ of the shares is where company is “incorporated” and where its shares can be transferred. Accordingly, since the Company is incorporated in India, the shares of the Company would be “situated” in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the ITA, subject to any specific exemption in this regard. Further, the non-resident can avail the beneficial tax treatment prescribed under the Double Taxation Avoidance Agreement (“ DTAA ”), as modified by the Multilateral Instrument (“ MLI ”), if the same is applicable to the relevant DTAA between India and the respective country of which the said non-resident shareholder is tax resident. The above benefit may be available subject to satisfying relevant conditions prescribed under ITA including but not limited to availability of Tax Residency Certificate, nonapplicability of General Anti-Avoidance Rule (“ GAAR ”) and providing and maintaining necessary information and documents as prescribed under ITA as well as satisfying the relevant conditions under the respective DTAA including anti-abuse measures under the MLI, if applicable.

Classification of Shareholders

Section 6 of the ITA, determines the residential status of an assessee. Accordingly, shareholders can be classified broadly in the following categories:

Resident Shareholders being:
Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of Individuals (BOI), Firm, LLP
Others (corporate bodies):
Company

Other than Company
Deemed Resident Shareholder –an individual being a citizen of India who is not liable to tax in any other country or territory by reason of domicile, residence or any other criteria of similar nature and has total income other than foreign sourced income exceeding INR 15 Lakhs during the tax year.
Non-Resident Shareholders being :
Non-Resident Indians (NRIs)
Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)
Others:
Company
Other than Company

The summary of tax implications on buyback of equity shares listed on the stock exchanges in India is set out below. All references to equity shares in this note refer to equity shares listed on the recognised stock exchange(s) in India unless stated otherwise.

II. INCOME TAX PROVISIONS IN RESPECT OF BUY BACK OF SHARES LISTED ON THE RECOGNISED STOCK EXCHANGE (BUY BACK WHOSE PUBLIC ACCOUNCEMENT HAS BEEN MADE ON OR AFTER 5TH JULY 2019) CONSIDERING RELEVANT AMENDMENTS UNDER THE FINANCE (NO. 2) ACT, 2019, TAXATION LAWS (AMENDMENT) ORDINANCE, 2019 AND FINANCE ACT, 2020.
A. The amended provisions of Section 115QA of the Act provides for the levy of additional income tax at the rate of twenty percent (plus surcharge @ 12% and Health and Education cess @ 4%) of the distributed income on account of buyback of shares by the company. However, in case of buyback of shares which are listed on recognized stock exchange, the said provisions are applicable only in respect of shares whose public announcement of buy back has been made on or after 5 July 2019. Thus, any buyback of shares from a shareholder by a company listed on a recognised stock exchange, on or after 5[th] July 2019, shall also be covered by the provisions of section 115QA of the Act. The consequential income arising in the hands of shareholders has been exempted from tax under sub-clause (34A) of section 10 of the Act. With the amendment in the Act, extending the provisions of Section 115QA of the Act to companies listed on recognised stock exchange, exemption under sub-clause (34A) of section 10 of the Act is extended to shareholders of the listed company on account of buyback of shares, for which public announcement has been made after 5th July,2019 ,on which additional income-tax has been paid by the company.
B. Thus, the tax implications to the following categories of shareholders are as under:
Resident Shareholders or Deemed Resident Shareholders

Income arising to the shareholder on account of buyback of shares as referred to in section 115QA of the ITA is exempt from tax under the provisions of the amended section 10(34A) of the ITA with effect from July 5, 2019.

2. Non-Resident Shareholders

While the income arising to the shareholder on account of buyback of shares as referred to in section 115QA of the ITA is exempt from tax under the provisions of the amended section 10(34A) with effect from July 5, 2019 in the hands of a non-resident shareholder as well, the same may be subject to tax in the country of residence of the shareholder as per the provisions of the tax laws of that country. The credit of tax may or may not be allowed to such non- resident shareholder to be claimed in the country of residence in respect of the buy-back tax paid by the company in view of Sec 115QA (4) and (5) of the ITA. Non-resident shareholders need to consult their tax advisors with regard to availability of such a tax credit.

C. Tax Deducted at Source/ Withholding Tax (‘TDS/WHT’)

Currently, there are no provisions for tax deduction at source in respect of income earned from transfer/ buy-back of shares in case of resident shareholders/ deemed resident shareholders. The consequential income arising in the hands of shareholder will be exempted by virtue of sub clause (34A) of Section 10 of the Act. Therefore, no TDS/WHT will be deductible on the said income.

D. Securities Transaction Tax

Since the buyback of shares shall take place through the settlement mechanism of the stock exchange, securities transaction tax at 0.1% of the value of the transaction will be applicable.

III. CAVEAT

The summary of the tax considerations as above is based on the current provisions of the tax laws of India, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such changes could have different tax implications on these tax considerations.

In view of the specific nature of tax consequences, shareholders who are not tax residents of India are required to consult their tax advisors for the applicable tax and the appropriate course of action that they should take considering the provisions of the relevant Country or State tax law and provisions of DTAA where applicable. The above note on taxation sets out the provisions of law in a summary manner only and does not purport to be a complete analysis or listing of all potential tax consequences of the disposal of equity shares. This note is neither binding on any regulators nor can there be any assurance that they will not take a position contrary to the comments mentioned herein.

Unquote

24. DECLARATION BY THE BOARD OF DIRECTORS

Declaration as required under clause (ix) and clause (x) of Schedule I to the Buyback Regulations:

24.1 The Board confirms that there are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend to any shareholder, or repayment of any term loan or interest payable thereon to any financial institution or banks.
24.2 The Board has confirmed that it has made a full enquiry into the affairs and prospects of the Company and after taking into account the financial position of the Company including the projections and also considering all contingent liabilities, has formed an opinion that:
(a) immediately following the board meeting, being Wednesday, February 8, 2023 (“ Board Resolution ”) and the date on which the results of shareholders’ resolution passed by way of postal ballot will be declared (“ Shareholder Resolution ”) approving the proposed Buyback offer will be announced, there will be no grounds on which the Company can be found unable to pay its debts;
(b) as regards the Company's prospects for the year immediately following date of the Board Resolution as well as the date of the Shareholder Resolution, having regard to Board's intentions with respect to the management of the Company's business during that year and to the amount and character of the financial resources which will, in the Board's view be, available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of 1 (one) year from the date of the Shareholder Resolution; and
(c) in forming the aforesaid opinion, the Board has taken into account the liabilities including prospective and contingent liabilities payable as if the Company were being wound up under the provisions of the Companies Act or the Insolvency and Bankruptcy Code, 2016 (to the extent notified).

This declaration is made and issued under the authority of the Board of Directors in terms of the resolution passed at the meeting of held on Wednesday, February 8, 2023.

For and on behalf of the Board of Directors of Symphony Limited Sd/Sd/- Achal Anil Bakeri Nrupesh Shah Chairman and Managing Director Executive Director DIN: 00397573 DIN: 00397701

25. REPORT BY THE COMPANY’S STATUTORY AUDITOR ON PERMISSIBLE CAPITAL PAYMENT

The text of the report dated February 8, 2023, received from Deloitte Haskins & Sells LLP, the Statutory Auditors of the Company (“ Auditor’s Report ”) addressed to the Board of the Company is reproduced below:

Quote

To,

Board of Directors Symphony Limited Symphony House, FP12-TP50, Bodakdev, Off S.G. Highway, Ahmedabad, Gujarat - 380059

Dear Sir/Madam,

Re: Statutory Auditor's Report in respect of proposed buyback of equity shares by Symphony Limited (the "Company") pursuant to the requirements of the Companies Act, 2013 (“the Act”) and Clause (xi) of Schedule I of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“the Buyback Regulations”)

This Report is issued in accordance with the terms of our engagement letter dated 07 February 2023.
The Board of Directors of the Company have approved a proposal for buyback of Equity Shares by the Company at its Meeting held on 08 February 2023, in pursuance of the provisions of Sections 68, 69 and 70 of the Act and the Buyback Regulations.
We have been requested by the Management of the Company to provide a report on the accompanying “Statement of Permissible Capital Payment as at March 31, 2022” (‘Annexure A’) (hereinafter referred to as the “Statement”). This Statement has been prepared by the Management, which we have initialed for the purposes of identification only.

Management’s Responsibility for the Statement

The preparation of the Statement in accordance with the requirements of Section 68(2)(c) of the Act and Regulation 4(i) of the Buyback Regulations and compliance with the Buyback Regulations is the responsibility of the management of the Company, including the computation of the amount of the permissible capital payment, the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.
As the Buyback Regulations and the Act do not define the term “insolvent”, the Company has applied the guidance provided in paragraphs 25 and 26 of Ind AS 1, Presentation of Financial Statements, which relate to the assessment of the Company’s ability to continue as a going concern for a period of one year from 08 February 2023.

Auditor’s Responsibility

Pursuant to the requirements of the Buyback Regulations, it is our responsibility to provide a reasonable assurance that:
i. we have inquired into the state of affairs of the Company in relation to the annual audited standalone and consolidated financial statements as at 31 March 2022;
ii. the amount of permissible capital payment as stated in Annexure A, has been properly determined

considering the annual audited standalone and consolidated financial statements as at 31 March 2022 in accordance with Section 68(2)(c) of the Act and Regulation 4(i) of the Buyback Regulations; and

iii. the Board of Directors of the Company, in their Meeting held on 08 February 2023 have formed the opinion as specified in Clause (x) of Schedule I to the Buyback Regulations, on reasonable grounds and that the Company will not, having regard to its state of affairs, be rendered insolvent (as defined in management responsibility above) within a period of one year from the aforesaid date with regard to the proposed buyback are declared.
The annual standalone and consolidated financial statements referred to in paragraph 5 above, have been audited by us, on which we have issued an unmodified audit opinion in our report dated 03 May 2022. We conducted our audit of the annual standalone and consolidated financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India (‘the ICAI’). Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit was not planned and performed in connection with any transactions to identify matters that may be of potential interest to third parties.
We conducted our examination of the Statement in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes (Revised 2016), issued by the Institute of Chartered Accountants of India (the “Guidance Note”) and Standards on Auditing specified under Section 143(10) of the Act, in so far as applicable for the purpose of this certificate. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, issued by the ICAI. Further our examination did not extend to any other parts and aspects of a legal or proprietary nature in the aforesaid Buyback.

Opinion

Based on inquiries conducted and our examination as above, we report that:
i. We have inquired into the state of affairs of the Company in relation to its annual audited standalone and consolidated financial statements as at and for the year ended 31 March 2022, which have been approved by the Board of Directors of the Company on 03 May 2022.
ii. The amount of permissible capital payment towards the proposed buyback of equity shares as computed in the Statement attached herewith, as Annexure A, in our view has been properly determined in accordance with Section 68(2)(c) of the Act and Regulation 4(i) of Buyback Regulation.
iii. The Board of Directors of the Company, at their meeting held on 08 February 2023 have formed their opinion as specified in clause (x) of Schedule I to the Buyback Regulations, on reasonable grounds and that the Company having regard to its state of affairs, will not be rendered insolvent (as defined in management responsibility above) within a period of one year from the aforesaid date i.e. 08 February 2023.

Restriction on distribution or use

This report has been issued at the request of the Company solely for use of the Company (i) in connection with the proposed buyback of equity shares of the Company as mentioned in paragraph 2 above, (ii) to enable the Board of Directors of the Company to include in the public announcement and other documents pertaining to buyback to be filed with (a) the Registrar of Companies, Securities and Exchange Board of India, stock exchanges, and any other regulatory authority as per applicable law; and (b) the Central Depository Services (India) Limited, National Securities Depository Limited; and (c) can be shared with the Merchant Bankers in connection with the proposed buyback of equity shares of the Company for onward submission to relevant authorities in pursuance to the provisions of Section 68 and other applicable provisions of the Act and the Buyback Regulations, and may not be suitable for any other purpose. This report should not be used for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom

this certificate is shown or into whose hands it may come without our prior consent in writing.

For Deloitte Haskins & Sells Chartered Accountants (Firm Registration No.: 117365W)

Place: Ahmedabad Date: 08 February 2023

Kartikeya Raval Partner (Membership No. 106189) UDIN: 23106189BGVOOV3091

Annexure A - Statement of Permissible Capital Payment

Computation of amount of permissible capital payment towards buyback of equity shares in accordance with Section 68(2)(c) of the Companies Act, 2013 (“the Act”) and Regulation 4(i) of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended, based on annual audited standalone and consolidated financial statements as at and for the year ended 31 March, 2022.

		INR in Crores	INR in Crores
Particulars		Standalone	Consolidated

Paid up Equity Share Capital as at 31 March 2022 (6,99,57,000 fully paid up Equity Shares of INR 2 each)	(A)	13.99	13.99
Free Reserves as on March 31, 2022 (Refer 1)
General Reserve		35.00	35.00
Surplus in statement of profit and loss		758.77	760.93
Total Free Reserves	(B)	793.77	795.93
Total paid up capital and free reserves (Refer Note 2)	(C=A+B)	807.76	809.92
Maximum amount permissible towards buyback of equity shares in accordance with Section 68(2)(c) of the Companies Act, 2013 and Regulation 4(i) of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended(25 % of Paid upequitycapital and free reserves)	*(C25%)**	201.94	202.48

Note:

The company does not have any balance representing Securities Premium Account as at 31 March 2022.
The amount of paid-up equity share capital and free reserves as at 31 March, 2022 have been extracted from the annual audited standalone and consolidated financial statements of the Company as at and for the year ended 31 March, 2022.
As the Buyback Regulations and the Act do not define the term “insolvent”, the Company has applied the guidance provided in paragraphs 25 and 26 of Ind AS 1, Presentation of Financial Statements, which relate to the assessment of the Company’s ability to continue as a going concern for a period of one year from 08 February 2023.
The Board of Directors is also responsible to make a full inquiry into the affairs and prospects of the Company and to form an opinion on reasonable grounds that the Company will be able to pay its debts from the date of Board meeting or date of declaration of results of the postal ballot for special resolution by the shareholders at which the proposal for buy-back was approved and will not be rendered insolvent within a period of one year from the date of the Board meeting at which the proposal for buy-back was approved by the Board of Directors of the Company or date of declaration of results of the postal ballot for special resolution by the shareholders and in forming the opinion, it has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Act or the Insolvency and Bankruptcy Code 2016. Further, a declaration is required to be signed by at least two directors of the Company in this respect in accordance with the requirements of the Section 68 (6) of the Act and the Buyback Regulations

For and on behalf of Board of Directors of Symphony Limited

Mayur C. Barvadiya Company Secretary February 8, 2023

Unquote

26. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of the Company at Symphony House", Third Floor, FP-12, TP-50, Off. S.G. Highway, Bodakdev, Ahmedabad, Gujarat, 380059 between 10:30 a.m. and 5.00 p.m. (IST) on any day, except Saturday, Sunday and public holidays or on the website of the Company (i.e.,www.symphonylimited.com) in accordance with the Buyback Regulations and such other circulars or notification, as may be applicable, during the Tendering Period:

(a) Copy of the certificate of incorporation;
(b) Copy of Memorandum and Articles of Association of the Company;
(c) Copy of the audited standalone and consolidated financial statements and annual reports of the Company for the financial years ended March 31, 2022, March 31, 2021 and March 31, 2020 and copy of the unaudited (limited review) standalone and financial statements for the nine months period ended December 31, 2022;
(d) Copy of the resolution passed by the Board of Directors at the meeting held on Wednesday, February 8, 2023, approving the proposal for Buyback and the copy of the special resolution of the Equity Shareholders of the Company passed through postal ballot (by way of remote e-voting) dated Wednesday, March 15, 2023;
(e) Copy of Report dated February 8, 2023, received from Deloitte Haskins & Sells the Statutory Auditor of the Company, in terms of clause (xi) of Schedule I of the Buyback Regulations;
(f) Copy of Declaration of solvency and an affidavit verifying the same in Form SH-9, as prescribed under Section 68(6) of the Companies Act;
(g) Copy of the Escrow Agreement dated April 17, 2023;
(h) Certificate dated March 16, 2023 received from Shah & Dalal, Chartered Accountant, certifying that the Company has made firm financing arrangements for fulfilling the obligations under the Buyback, in accordance with the Regulations.
(i) Copy of the opinion on the note on taxation, dated March 21, 2023, obtained by the Company from Shah & Dalal, Chartered Accountants, Ahmedabad.
(j) Copy of Public Announcement for Buyback dated March 16, 2023, published on Friday, March 17, 2023. (k) Observations from SEBI on the Draft Letter of Offer issued vide letter bearing reference number SEBI/HO/CFD/DCR-2/P/OW/2023/16372/1 dated April 21, 2023.

27. DETAILS OF COMPANY SECRETARY AND COMPLIANCE OFFICER

The Company has appointed Mayur Barvadiya as the Compliance Officer for the purpose of the Buyback. Investors may contact the Compliance Officer for any clarification or to address their grievances, if any, on all working days except Saturday, Sunday and public holidays during office hours i.e., 10:00 a.m. (IST) to 5:00 p.m. (IST):

Mayur Barvadiya Company Secretary Symphony Limited “Symphony House”, Third Floor, FP-12, TP-50, Off S.G. Highway, Bodakdev, Ahmedabad -380 059, Gujarat, India

CIN - L32201GJ1988PLC010331 Tel : +91-79-66211111, Fax : +91-79-66211140 Email: [email protected]

28. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL OWNERS

28.1 In case of any grievances relating to the Buyback (including non-receipt of the Buyback consideration, share certificate, demat credit, etc.), the Eligible Shareholders can approach the Company Secretary and Compliance Officer and/or Manager to the Buyback and/or Registrar to the Buyback for redressal.

28.2

The address of the concerned office of the Registrar of Companies is as follows:

The Registrar of Companies Ministry of Corporate Affairs ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad-380013 Phone: 079-27437597, Fax 079-27438371 [email protected]

29. DETAILS OF THE INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACK

In case of any query, the shareholders may also contact Bigshare Services Private Limited, the Registrar to the Buyback / Investor Service Centre for the purposes of the Buyback, on any day except Saturday and Sunday and public holiday between 10:00 a.m. to 5:30 p.m. (IST) at the following address:

==> picture [64 x 53] intentionally omitted <==

Bigshare Services Private Limited

Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra, India. Tel.: + 91 22 6263 8200 Fax: + 91 22 6263 8299 Contact Person: Jibu John E-mail: [email protected] Website: www.bigshareonline.com Investor Grievance Email: [email protected] SEBI Registration. No.: INR000001385 Validity Period: Permanent CIN: U99999MH1994PTC076534

30. DETAILS OF THE MANAGER TO THE BUYBACK

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Ambit Private Limited

Ambit House, 449, Lower Parel, Senapati Bapat Marg, Lowe Parel, Mumbai - 400 013 Tel No.: +91 22 6623 3030; Contact Person: Jitendra Adwani / Devanshi Shah Email: [email protected] Website: www.ambit.co SEBI Registration No.: INM000010585 CIN: U65923MH1997PTC109992

31. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF OFFER

As per Regulation 24(i)(a) of the Buyback Regulations, the Board of Directors accepts full responsibility for the information contained in this Letter of Offer to the extent it pertains to the information related to the Company, and for the information contained in all other advertisements, circulars, brochures, publicity materials etc., which may be issued in relation to the Buyback and confirms that the information in such documents contain and will contain true, factual and material information and does not and will not contain any misleading information. This Letter of Offer is issued under the authority of the Board and in terms of the resolution passed by the Board on Wednesday, February 8, 2023, and by the Buyback Committee through resolution passed on Monday, April 24, 2023.

For and on behalf of the Board of Directors of Symphony Limited

Sd/Sd/Sd/- Achal Anil Bakeri Nrupesh Shah Mayur Barvadiya Chairman and Managing Director Executive Director Company Secretary DIN: 00397573 DIN: 00397701 FCS - 6637

Place : Ahmedabad

Date : April 24, 2023

32. TENDER FORMS

32.1 Tender Form (for Eligible Shareholders holding Equity Shares in dematerialized form)
32.2 Tender Form (for Eligible Shareholders holding Equity Shares in physical form)
32.3 Form No. SH-4 – Securities Transfer Form

TENDER FORM (FOR ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES IN DEMATERIALISED FORM) FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

Bid Number: Date:

To,

EMENT	EMENT	EMENT
BUY-BACK OPENS ON			Wednesday, May 03, 2023
BUY-BACK CLOSES ON			Wednesday, May 17, 2023
For Registrar / Collection Centre use
Inward No.		Date			Stamp

*Status(please tick appropriate box)*
	Individual/HUF		FII/FPI			FVCI
	Foreign Company		NRI/OCB			Pension/ PF/
	BodyCorporate		Bank/ FI			Others(specify)
	Venture Capital Fund		Partnership/LLP
	Mutual Fund		Insurance Co.
India Tax Residency Status: Please tick appropriate box
	Resident in India		Non-Resident in India			Resident of
						(Shareholder to fll the country of residence)
Route of Investment(For NR Shareholders only) : Plea						se tick appropriate box
	Portfolio Investment Scheme			Foreign In		vestment Scheme

The Board of Directors

Symphony Limited

C/o Bigshare Services Private Limited Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra, India. Tel : +91 22 6263 8200; Fax : +91 22 6263 8299

Dear Sir/Madam,

Sub: Letter of Offer dated April 24, 2023 in relation to the buyback of not exceeding 10,00,000 fully paid-up equity shares of face value of **2/- each (the “Equity Shares”) of Symphony Limited (the “Company”) at a price of** 2,000/- per Equity Share (Buyback Offer Price) through the tender offer process, pursuant to the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (“SEBI Buyback Regulations”) and the Companies Act, 2013, as amended (“Buyback”) payable in cash.

I / We having read and understood the Letter of Offer dated Monday, April 24, 2023 issued by the Company hereby tender / offer my / our Equity Shares in response to the Buyback in accordance with the terms and conditions set out below and in the Letter of Offer.
I / We authorize the Company to buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to extinguish the Equity Shares.
I / We hereby affirm that the Equity Shares comprised in this tender/offer are offered for Buyback by me / us free from all liens, equitable interest, charges and encumbrance.
I / We declare that there are no restraints / injunctions or other covenants of any nature which limits / restricts in any manner my / our right to tender Equity Shares for Buyback and that I / We am / are legally entitled to tender the Equity Shares for Buyback.
I / We agree that the Company will pay the Buyback Offer Price only after due verification of the validity of documents and that the consideration will be paid as per the secondary market mechanism.
I/We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Equity Shareholder as per the provisions of SEBI Buyback Regulations and circulars issued by SEBI.
I / We agree to receive, at my/our own risk, the invalid / unaccepted Equity Shares under the Buyback in the demat account from where I / we have tendered the Equity Shares in the Buyback.
I / We agree to return to the Company any Buyback consideration that may be wrongfully received by me / us.
I/ We acknowledge that the responsibility to discharge tax, if any, due on any gains arising on the buyback is on me/us. I/We agree to compute gains on this transaction and immediately pay applicable taxes in India and file tax return in consultation with our custodians/ authorized dealers/ tax advisors appropriately.
I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me/us on buyback of shares. I/We also undertake to provide the Company, the relevant details in respect of the taxability/non-taxability of the proceeds arising on buyback of Equity Shares by the Company, copy of tax return filed in India, evidence of the tax paid, etc.
I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act 2013 and the rules made there under and SEBI Buyback Regulations and any other applicable laws.
Details of Equity Shares held and tendered / offered for Buy-back :

==> picture [513 x 14] intentionally omitted <==

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Particulars In Figures In Words
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Number of Equity Shares held as on Record Date (March 29, 2023) Number of Equity Shares Entitled for Buy-back (Buyback Entitlement) Number of Equity Shares offered for Buyback (Including additional shares, if any)

Note: An Eligible Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by any Eligible Shareholder up to the Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder over and above the Buyback Entitlement of such Eligible Shareholder shall be accepted in accordance with paragraph 22 on page 38 of the Letter of Offer. Equity Shares tendered by any Eligible Shareholder over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance.

Non-resident shareholders (including NRIs, OCBs and FIIs) are requested to enclose a consent letter indicating the details of transfer i.e. number of Equity Shares to be transferred, the name of the investee company whose shares are being transferred i.e. “Symphony Limited” and the price at which the Equity Shares are being transferred i.e. “Price determined in accordance with the SEBI Buyback Regulations” duly signed by the shareholder or his/its duly appointed agent and in the latter case, also enclose the power of attorney.
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ACKNOWLEDGMENT SLIP: SYMPHONY LIMITED BUYBACK 2023

(To be filled by the Eligible Shareholder) (Subject to verification)

Folio No./DP ID: _______

Received from Mr./Ms./M/s: _____________

Form of Acceptance-cum-Acknowledgement, Original TRS along with:

Stamp of Broker/ Registrar

Client ID: _______

No. of Equity Shares offered for Buyback (In Figures)__ (In Words)______ Please quote Client ID No. & DP ID No. for all future correspondence __________

14. Details of Account with Depository Participant (DP):

Name of the Depository (tick whichever is applicable)	Name of the Depository (tick whichever is applicable)	NSDL	CDSL
Name of the Depository Participant
DP ID No.
Client ID No. with the DP
Equity Shareholders Details:
Particulars	First/Sole Holder	Joint Holder 1	Joint Holder 2
Full Name(s) of the Holder
Signature(s)*
PAN
Address of the Sole/First Equity Shareholder
Telephone No. of Sole/First Equity Shareholder		Email ID of Sole/First Equity Shareholder:

15. Equity Shareholders Details:

Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the application form submitted.
Applicable for all Non-resident shareholders only.
l I / We undertake to pay income taxes in India (whether by deduction of tax at source or otherwise) on any income arising on such Buyback and taxable in accordance with prevailing income tax laws in India within the applicable time period for such payment. I / We also undertake to indemnify the Company against any income tax liability on any income earned on such Buyback of shares by me / us.
l I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any, and to the extent required from the concerned authorities including approvals from the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, as amended (“ FEMA ”) and any other the rules and regulations, for tendering Equity Shares in the Buyback, and also undertake to comply with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India

INSTRUCTIONS

This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form

This Offer will open on Wednesday, May 03, 2023 and close on Wednesday, May 17, 2023.
Eligible Shareholders who desire to tender their Equity Shares in the dematerialized form under the Buyback would have to do so through their respective Seller Member by indicating the details of the Equity Shares they intend to tender under the Buyback. For Further details, please see the procedure as specified in the section entitled “Procedure for Tender Offer and Settlement” on paragraph 22 on page 38 of the Letter of Offer.
Shareholders may submit their duly filled Tender Form to the office of Registrar to the Buyback (as mentioned in paragraph 29 on page 55 of the Letter of Offer ) only post placing the bid via the Seller Member.
In case any registered entity that has merged with another entity and the merger has been approved and has come into effect but the process of getting the successor company as the registered shareholder is still incomplete, then such entity along with the Tender Form should file a copy of the following documents: (i) Approval from the appropriate authority for such merger; (ii) the scheme of merger; and (iii) the requisite form filed with MCA intimating the merger.
The Buyback shall be rejected for Eligible Shareholders holding Equity Shares in dematerialized form in case of receipt of the completed Tender Form and other documents but non- receipt of Equity Shares in the special account of the Clearing Corporation or a non-receipt of valid bid in the exchange bidding system.
The shares in the Buyback would be liable to be rejected if (i) the tenderer is not an Eligible Shareholder of the Company as on the Record Date; (ii) if there is a name and PAN mismatch in the demat account of the Eligible Shareholder; and (iii) in the event of non-receipt of the completed Tender Form and other documents from the Eligible Shareholders who were holding shares in physical form as on the Record Date and have placed their bid in dematerialized form
The Equity Shares tendered in the offer shall be rejected if there is a name mismatch in the demat account of the Eligible Shareholder and PAN.
The shares offered by the tenderer shall be rejected if he/she is not an Eligible Shareholder of the Company as on the Record date.
The Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated Buyback as may be decided by the Company / Registrar to the Buyback, in accordance with the SEBI Buyback Regulations.
Eligible Shareholders to whom the Buyback offer is made are free to tender shares to the extent of their entitlement in whole or in part or in excess of their entitlement, but not exceeding their holding as on Record Date.
For the procedure to be followed by Eligible Shareholders for tendering Equity Shares in the Buyback, please refer to paragraph 22 on page 38 of the Letter of Offer.
All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this regard.
By agreeing to participate in the Buyback, the non-resident Eligible Shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
In the event of non-receipt of the Letter of Offer by an Eligible Shareholder, the Eligible Shareholder holding Equity Shares may participate in the Buyback by providing their application in writing on plain paper signed by all Eligible Shareholders (in case of joint holding), stating name and address of Eligible Shareholders(s), number of Equity Shares held as on the Record Date, Client ID number, DP Name/ID, beneficiary account number and the number of Equity Shares tendered for the Buyback.
Eligible Sellers have to fill up the EVENT number issued by the depository in the column for settlement details along with the market type as “Buyback”, ISIN, Quantity of shares and CM BP ID of broker and execution date in the Delivery Instruction Slips (DIS) so that Equity Shares can be tendered in the Buyback.
Non-Resident Shareholders must obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities including approvals from the RBI under FEMA and the rules and regulations framed there under, for tendering Equity Shares in the Buyback, and also undertake to comply with the reporting requirements, if applicable, under the FEMA and any other rules, regulations and guidelines, in regard to remittance of funds outside India.
For the Eligible Shareholders holding Equity Shares in demat form, the Tender Form and TRS are not required to be submitted to the Company, Manager or the Registrar. After the receipt of the demat Equity Shares by the Clearing Corporation and a valid bid in the exchange bidding system, the Buyback shall be deemed to have been accepted for the Eligible Shareholders holding Equity Shares in demat form.

All capitalised items not defined herein shall have the meaning ascribed to them in the Letter of Offer.

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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO THE BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:

Investor Service Centre: Symphony Limited Buyback 2023

Bigshare Services Private Limited

Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra, India Tel: +91 22 6263 8200; Fax: +91 22 6263 8299

Email: [email protected]; Investor Grievance Email: [email protected]; Website: www.bigshareonline.com Contact Person: Jibu John

SEBI Registration No.: INR000001385; CIN: U99999MH1994PTC076534

TENDER FORM (FOR ELIGIBLE SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM) FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

Bid Number: Date:

BUY-BACK OPENS ON	BUY-BACK OPENS ON	BUY-BACK OPENS ON	Wednesday, May 03, 2023	Wednesday, May 03, 2023	Wednesday, May 03, 2023	Wednesday, May 03, 2023
BUY-BACK CLOSES ON			Wednesday, May 17, 2023
For Registrar / Collection Centre use
Inward No.		Date			Stamp

*Status(please tick appropriate box)*
	Individual/HUF		FII/FPI			FVCI
	Foreign Company		NRI/OCB			Pension/ PF/
	BodyCorporate		Bank/ FI			Others(specify)
	Venture Capital Fund		Partnership/LLP
	Mutual Fund		Insurance Co.
India Tax Residency Status: Please tick appropriate box
	Resident in India		Non-Resident in India			Resident of
						(Shareholder to fll the country of residence)
Route of Investment(For NR Shareholders only) : Plea						se tick appropriate box
	Portfolio Investment Scheme			Foreign In		vestment Scheme

To,

The Board of Directors

Symphony Limited

C/o Bigshare Services Private Limited

Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra, India Tel: +91 22 6263 8200; Fax: +91 22 6263 8299

Dear Sir/Madam,

Sub: Letter of Offer dated April 24, 2023 in relation to the buyback of not exceeding 10,00,000 fully paid-up equity shares of face value of **2/- each (the “Equity Shares”) of Symphony Limited (the “Company”) at a price of** 2,000 /- per Equity Share (“Buyback Offer Price”) through the tender offer process, pursuant to the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended and the Companies Act, 2013, as amended (“Buyback”) payable in cash .

I / We having read and understood the Letter of Offer dated Monday, April 24, 2023 issued by the Company hereby tender / offer my / our Equity Shares in response to the Buyback in accordance with the terms and conditions set out below and in the Letter of Offer.
I / We authorize the Company to buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to extinguish the Equity Shares.
I / We hereby affirm that the Equity Shares comprised in this tender/ offer are offered for Buyback by me / us free from all liens, equitable interest, charges and encumbrance.
I / We declare that there are no restraints / injunctions or other covenants of any nature which limits / restricts in any manner my / our right to tender Equity Shares for Buyback and that I / We am / are legally entitled to tender the Equity Shares for Buyback.
I / We agree that the consideration for the accepted Equity Shares will be paid to the Seller Member as per secondary market mechanism.
I/We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Equity Shareholder as per the provisions of SEBI Buyback Regulations and circulars issued by SEBI.
I/ We acknowledge that the responsibility to discharge tax, if any, due on any gains arising on buyback is on me / us. I / We agree to compute gains on this transaction and immediately pay applicable taxes in India and file tax return in consultation with our custodians/ authorized dealers/ tax advisors appropriately.
I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of shares. I / We also undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buyback of shares by the Company, copy of tax return filed in India, evidence of the tax paid etc.
I/ We agree that the Company is not obliged to accept any Equity Shares offered for Buyback where loss of share certificates has been notified to the Company.
I / We agree that the Company will pay the Buyback Offer Price only after due verification of the validity of documents and that the consideration may be paid to the first named Eligible Shareholder as per the secondary market mechanism.
I / We agree to return to the Company any Buyback consideration that may be wrongfully received by me / us.
I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act 2013 and the rules made there under and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended, and any other applicable laws.
I/ We authorise the Company to split the Share Certificate and issue new consolidated Share Certificate for the unaccepted Equity Shares in case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback.
Eligible Shareholders holding Equity Shares in physical form are advised to get their shares dematerialized before tendering their Equity Shares in the Buyback.
Details of Equity Shares held and tendered / offered for Buy-back:

Details of Equity Shares held and tendered / ofered for Buy-back:	Details of Equity Shares held and tendered / ofered for Buy-back:	Details of Equity Shares held and tendered / ofered for Buy-back:	Details of Equity Shares held and tendered / ofered for Buy-back:
Particulars				In Figures		In Words
Number of EquityShares held as on Record Date(March 29, 2023)
Number of EquityShares Entitled for Buy-back(Buyback Entitlement)
Number of EquityShares ofered for Buyback(Includingadditional shares, if any)
*Note:*An Eligible Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by any Eligible Shareholder up to the Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder over and above the Buyback Entitlement of such Eligible Shareholder shall be accepted in accordance with paragraph 22 on page 38 of the Letter of Ofer. Equity Shares tendered by any Eligible Shareholder over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance. Details of Share Certifcate(s) enclosed:___ Total no. of Share Certifcates submitted:___
Sr. No.	Folio No.	Share Certifcate No.	Distinctive No(s)				No. of Equity Shares
			From		To
1
2
Total:

Details of Share Certificate(s) enclosed:___ Total no. of Share Certificates submitted:___

In case the number of folios and share certificates exceed four nos., please attach a separate sheet giving details in the same format as above.

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ACKNOWLEDGMENT SLIP: SYMPHONY LIMITED BUYBACK 2023

(To be filled by the Equity Shareholder) (Subject to verification)

Folio No.:___

Received from Mr./ Ms./ M/s.______________ Form of Acceptance-cum-Acknowledgment, Original TRS along with: ________

Stamp of Broker/ Registrar

No. of Equity Shares offered for Buyback (In figures)___ (In Words)_________

Please quote Folio No. for all future correspondence__________

Details of the bank account of the sole or first Eligible Shareholder to be incorporated in the consideration warrant (to be mandatorily filled):

Name of the Bank	Name of the Bank	IFSC and MICR Code

Details of other documents (Pleaseas appropriate, if applicable) enclosed:
	Power of Attorney	Previous RBI approvals for acquiring the Equity Shares of Symphony Limited hereby tendered in the Buyback
	Death Certifcate	Succession Certifcate
	Self-attested copy of Permanent Account Number (PAN card)	Corporate authorisations
	TRS	Others (please specify)

Details of other documents (Please  as appropriate, if applicable) enclosed:

19. Applicable for all Non-resident shareholders:

I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any, and to the extent required from the concerned authorities including approvals from the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, as amended (“ FEMA ”) and any other the rules and regulations, for tendering Equity Shares in the Buyback, and also undertake to comply with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India.
I / We undertake to pay income taxes in India on any income arising on such Buyback and taxable in accordance with prevailing income tax laws in India within the applicable time period for such payment. I / We also undertake to indemnify the Company against any income tax liability on any income earned on such Buyback of shares by me / us.
1. Equity Shareholders Details:

Equity Shareholders Details:
Particulars	First/Sole Holder	Joint Holder 1	Joint Holder 2
Full Name(s) Of the Holder
Signature(s)*
PAN
Address of the Sole/First Equity Shareholder
Telephone No. of Sole/First Equity Shareholder		Email ID of Sole/First Equity Shareholder

*Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorisation should be enclosed with the application form submitted.

INSTRUCTIONS

This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form

This Offer will open on Wednesday, May 03, 2023 and close on Wednesday, May 17, 2023.
Eligible Shareholders who wish to tender their Equity Shares in response to this Buyback should submit the following documents to their Seller Member. The Eligible Shareholders / Seller Member in turn would deliver the said documents along with the Transaction Registration Slip (TRS) to the Registrar; the documents should be sent to the Registrar only after the placement of a valid bid; non-submission of the below mentioned documents by 5:00 p.m. IST on or before Wednesday, May 17, 2023 directly to the Registrar shall result in the rejection of the tendered Equity Shares: (i) the Tender Form duly signed (by all Equity Shareholders in case shares are in joint names) in the same order in which they hold the Equity Shares; (ii) original share certificates; (iii) valid share transfer form(s) (Form SH-4) duly filled and signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures registered with the Company/Registrar) and duly witnessed at the appropriate place authorizing the transfer in favor of the Company; (iv) self-attested copy of the Shareholder’s PAN Card; (v) any other relevant documents such as (but not limited to (a) duly attested Power of Attorney if any person other than the Equity Shareholder has signed the relevant Tender Form; (b) notarized copy of death certificate and succession certificate or probated will, as applicable, if the original Shareholder has deceased; and (c) necessary corporate authorisations, such as board resolutions etc., in case of companies); (vi) In addition to the above, if the address of the Shareholder has undergone a change from the address registered in the Register of Members of the Company, the Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhar Card, Voter Identity Card or Passport.
In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in plain paper in writing signed by all Eligible Shareholders (in case of joint holding), stating name, address, folio number, number of Equity Shares held, Equity Share certificate number, number of Equity Shares tendered for the Buyback and the distinctive numbers thereof, enclosing the original Equity Share certificate(s), copy of Eligible Shareholder’s PAN card(s) and executed share transfer form in favour of the Company. Eligible Shareholders must ensure that the Tender Form, along with the TRS and requisite documents, reach the Registrar to the Buyback on or before the Buyback Closing Date i.e Wednesday, May 17, 2023 by 5:00 p.m. IST.
In case any registered entity that has merged with another entity and the merger has been approved and has come into effect but the process of getting the successor company as the registered shareholder is still incomplete, then such entity along with the Tender Form should file a copy of the following documents: (i) Approval from the appropriate authority for such merger; (ii) the scheme of merger; and (iii) the requisite form filed with MCA intimating the merger.
Eligible Shareholders to whom the Buyback is made are free to tender Equity Shares to the extent of their entitlement in whole or in part or in excess of their entitlement, but not exceeding the number of Shares held by them as on Record Date.
All documents / remittances sent by or to Eligible Shareholders will be at their own risk and the Eligible Shareholders are advised to adequately safeguard their interests in this regard.
For procedure followed by Eligible Shareholders for tendering shares in the buyback, please refer to paragraph 22 on page 38 of the Letter of Offer.
All documents as mentioned above shall be enclosed with the valid Tender Form otherwise the shares will be liable for rejection. The shares shall be liable for rejection on the following grounds amongst others: (a)If any other company share certificates are enclosed with the Tender Form instead of the share certificate of the Company; (b) non-submission of Notarized copy of death certificate and succession certificate / probated/Will, as applicable in case any Eligible Shareholder has deceased; (c) if the Eligible Shareholder(s) tender the Equity Shares but the Registrar does not receive the share certificate; (d) in case the signature on the Tender Form and Form SH-4 doesn’t match as per the specimen signature recorded with Company / Registrar; (e) if necessary corporate authorizations under official stamp are not accompanied with tender form; (f) if the transmission of the Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible Shareholders; or (g) the Form SH-4 is not witnessed.
I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities including approvals from the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, as amended (“FEMA”) and any other the rules and regulations, for tendering Equity Shares in the Buyback, and also undertake to comply with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India.
The Equity Shares tendered in the buyback shall be rejected if (i) the Shareholder is not a Eligible Shareholder of the Company on the Record Date; (ii) if there is a name mismatch in the share certificate of the Shareholder; or (iii) the documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical form are not received by the Registrar on or before the close of business hours of Wednesday, May 17, 2023 by 5:00 p.m. IST.
By agreeing to participate in the Buyback, the non-resident Eligible Shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
Non-Resident Shareholders must obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities including approvals from the RBI under FEMA and the rules and regulations framed there under, for tendering Equity Shares in the Buyback, and also undertake to comply with the reporting requirements, if applicable, under the FEMA and any other rules, regulations and guidelines, in regard to remittance of funds outside India.
All capitalised items not defined herein shall have the meaning ascribed to them in the Letter of Offer.
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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO THE BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR FOLIO NUMBER: Investor Service Centre: Symphony Limited Buyback 2023

Bigshare Services Private Limited, Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra, India . Tel: + 91 22 6263 8200; Fax: +91 22 6263 8299 Email: [email protected]; Investor Grievance Email: : [email protected]; Website: www.bigshareonline.com Contact Person: Jibu John, SEBI Registration No.: INR000001385; CIN: U99999MH1994PTC076534

Form No. SH-4 - Securities Transfer Form

Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Share Capital and Debentures) Rules, 2014

Date of execution: _ /_ /_

FOR THE CONSIDERATIONstated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specifed below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.	FOR THE CONSIDERATIONstated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specifed below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.

CIN: L 3 2 2 0 1 G J 1 9 8 8 P L C 0 1 0 3 3 1 Name of the company (in full): _________ Name of the Stock Exchange where the companyis listed, (if any): _____ SYMPHONY LIMITED BSE Limited and National Stock Exchange of India Limited

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DESCRIPTION OF SECURITIES:
Kind/ Class of Nominal value of each Amount called up per Amount paid up per
securities (1) unit of security (2) unit of security (3) unit of security (4)
Equity Share ₹ 2/- ₹ 2/- ₹ 2/-
No. of Securities being Transferred Consideration received ( ` )
In figures In words In words In figures
Form
Distinctive
Number
To
Corresponding
Certificate Nos.
Transferors’ Particulars
Registered Folio Number:
Name(s) in full PAN No. Signature(s)
1.____ ___ ___
2.____ ____ ___
3.____ ___ ___
I, hereby conform that the transferor has signed before me.
Signature of the Witness: ____
Name of the Witness: ______
Address of the Witness: _________
______________
________ Pincode: ____
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Transferees’ Particulars
Name in full (1) Father’s/ Mother’s / Spouse Address & E-mail id (3)
Name (2)
“Symphony House”, Third Floor,
FP-12, TP-50, Off. S.G. Highway,
SYMPHONY LIMITED NOT APPLICABLE
Bodakdev, Ahmedabad, Gujarat, 380059
[email protected]
Occupation (4) Existing Folio No., if any (5) Signature (6)
1. _____
BUSINESS 2. ____
3. _____
Folio No. of Transferee Specimen Signature of Transferee(s)
1. ______ 1. ______
2. ______
2. ______
3. ______
Value of Stamp affixed: ` ___
Stamps
Enclosures:
1. Certificate of shares or debentures or other securities
2. If no certificate is issued, Letter of allotment
3. Copy of PAN Card of all the Transferees (For all listed Cos.)
4. Others, Specify, ____
For Office Use Only
Checked by _____
Signature Tallied by ____
Entered in the Register of Transfer on ______
___ vide Transfer no __
Approval Date ____
Power of attorney / Probate / Death certificate / Letter of
Administration
Registered on ____ at
No ______
Declaration:
• Transferee is not required to obtain the Government approval under the Foreign Exchange Management
(Non-Debt Instruments) Rules, 2019 prior to transfer of shares; or
• Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-Debt
Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith.
On the reverse page of the certificate
Name of the Transferor Name of the Transferee No. of shares Date of Transfer
________
Signature of the authorized signatory
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AI assistant

Symphony Limited — Capital/Financing Update 2023

60717_rns_2023-04-24_00521eb9-c0b3-4a2c-be6b-78826e0327ac.pdf

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Symphony Limited

TABLE OF CONTENTS

1. SCHEDULE OF ACTIVITIES FOR THE BUYBACK

2. DEFINITIONS OF KEY TERMS

Page Numbers and Paragraph Numbers

Currency and Units of Presentation

Financial and Other Data

Stock Market Data

3. DISCLAIMER CLAUSE

3.1 Disclaimer for Persons from the United States of America

3.2 Disclaimer for Persons in foreign countries other than the United States of America:

3.3 Important Notice to all Equity Shareholders:

3.4

Forward Looking Statement:

4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS

RESOLUTION:

RESOLVED FURTHER THAT the Board hereby confirms that:

5. DETAILS OF THE PUBLIC ANNOUNCEMENT

6.

DETAILS OF THE BUYBACK

6.1 Shareholding of the Promoters and members of the Promoter Group, persons in control and directors of the Promoters and members of the Promoter Group entities and persons in control

6.2 Shareholding of the Directors and/ or the key managerial personnel of the Company

7. INTENTION OF THE PROMOTERS, MEMBERS OF THE PROMOTER GROUP AND PERSONS IN CONTROL OF THE COMPANY TO TENDER THEIR EQUITY SHARES IN THE BUYBACK

8.

AUTHORITY FOR THE BUYBACK

9.

NECESSITY OF THE BUYBACK

10. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE COMPANY

11. BASIS OF CALCULATING THE BUYBACK OFFER PRICE

12. SOURCES OF FUNDS FOR THE BUYBACK

14. FIRM FINANCIAL ARRANGEMENT

Shah & Dalal,

Chartered Accountants,

15. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

16. BRIEF INFORMATION ABOUT THE COMPANY

17. FINANCIAL INFORMATION ABOUT THE COMPANY

18. STOCK MARKET DATA

BSE

NSE

19. DETAILS OF THE STATUTORY APPROVALS

20. DETAILS OF REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE

Bigshare Services Private Limited

THE TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT TO THE COMPANY OR TO THE MANAGER TO THE BUYBACK.

21. PROCESS AND METHODOLOGY FOR THE BUYBACK

21.7 Fractional Entitlements

21.8

Basis of Acceptance of Equity Shares validly tendered in the Reserved Category:

21.9 Basis of Acceptance of Equity Shares validly tendered in the General Category:

21.10 Basis of Acceptance of Equity Shares between Categories:

21.11 For avoidance of doubt, it is clarified that:

21.12 Clubbing of Entitlements

22. PROCEDURE FOR TENDER OFFER AND SETTLEMENT

A. GENERAL

Ambit Capital Private Limited

In case of Eligible Seller being an individual

If Eligible Seller is not registered with KRA: Forms required:

In case of Eligible Seller is HUF:

If Eligible Seller is not registered with KRA: Forms required:

In case of Eligible Seller other than Individual and HUF:

If Eligible Seller is not KRA registered: Forms required:

22.25.2 In case the Eligible Shareholders holds Equity Shares in physical form:

22.26 Procedure to be followed by Eligible Shareholders holding Demat Shares:

B. ACCEPTANCE OF ORDERS

C. METHOD OF SETTLEMENT

D. REJECTION CRITERIA

23. NOTE ON TAXATION

Shah & Dalal, Chartered Accountants

Quote

I. GENERAL

Classification of Shareholders

2. Non-Resident Shareholders

D. Securities Transaction Tax

III. CAVEAT

Unquote

24. DECLARATION BY THE BOARD OF DIRECTORS

Symphony Limited Capital/Financing Update 2023