Tejas Networks Limited — Capital/Financing Update 2021

Oct 8, 2021

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October 08, 2021

The Secretary BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001

The Secretary The National Stock Exchange of India Limited Exchange Plaza Plot no. C/1, G Block Bandra-Kurla Complex Bandra (E) Mumbai - 400 051

Dear Sirs,

Re: Offer opening public announcement and corrigendum to the DPS (“Offer Opening Public Announcement and Corrigendum”) to the shareholders of Tejas Networks Limited (“Target Company”) with respect to the open offer (“Offer” / “Open Offer”) for acquisition of up to - 4,02,55,631 fully paid up equity shares of face value of INR 10 (Indian Rupees ten only) each representing 26% of the Expanded Voting Share Capital from the Eligible Shareholders of the Target Company

Please find enclosed a soft copy of the Offer Opening Public Announcement and Corrigendum, which has been released to appear in the following newspapers on October 08, 2021 under regulation 18(7) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

• Financial Express – English (All Editions)

• Jansatta – Hindi (All Editions)

• Vishwavani – Kannada (Bangalore Edition)

• Navshakti – Marathi (Mumbai Edition)

Capitalised terms not defined herein have the same meaning as specified in the Letter of Offer dated October 01, 2021.

Kindly take the above information for your records and further dissemination.

Yours Sincerely,

For Kotak Mahindra Capital Company Limited

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Name: Amit Joshi Designation: Director Phone No: +91 98192 93238

Encl.: As stated above

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OFFER OPENING PUBLIC ANNOUNCEMENT UNDER REGULATION 18(7) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI (SAST) REGULATIONS”) AND CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE ELIGIBLE SHAREHOLDERS OF

ge, Begur, Hobli, Bangalore, Karnataka - 560100. WEBSITE: www.tejasnetworks.com RKS LIMITED D OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, IC STATEMENT FOR THE ATTENTION OF THE ELIGIBLE SHAREHOLDERS OF Other details of the Open Offer The Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. Further, there has been no competing offer to this Open Offer. The Open Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations. The LOF dated October 01, 2021 has been dispatched (through e-mail or physical mode) by October 04, 2021 to the Eligible Shareholders as on the Identified Date (i.e., September 27, 2021) in accordance with Regulation 18(2) of the SEBI (SAST) Regulations and as described in paragraph 7.1.11 of the LOF. It is clarified that all the Eligible Shareholders (even if they acquire Equity Shares and become shareholders of the Target Company after the Identified Date) are eligible to participate in the Open Offer. Please note that a copy of the LOF (which_inter alia_includes detailed instructions in relation to the procedure for acceptance and settlement of the Open Offer in Paragraph 8 - “Procedure for Acceptance and Settlement of the Offer”, as well as the Form of Acceptance) is also available on the websites of SEBI, the Registrar to the Offer and the Stock Exchanges at www.sebi.gov.in, www.linkintime.co.in, www.bseindia.com and www.nseindia.com, respectively. Further, an Eligible Shareholder who wishes to obtain a copy of the LOF and the Form of Acceptance may send a request to the Registrar to the Offer at the email id mentioned at the cover page of the LOF stating the name, address, number of Equity Shares held, client ID number, DP name / ID, beneficiary account number, and upon receipt of such request, a copy of the LOF shall be provided to such Eligible Shareholder. In case of non-receipt/ non-availability of the Form of Acceptance, an Eligible Shareholder may participate in the Open Offer: (i) by using the Form of Acceptance obtained in the manner described above; or (ii) by providing their application in writing on a plain paper along with the following: (a) In case of Eligible Shareholders holding Equity Shares in dematerialized form, the plain paper application must be signed by all shareholder(s), stating name, address, number of Equity Shares held, client ID number, DP name, DP ID number, number of Equity Shares being tendered, and other relevant documents as mentioned in the LOF. Eligible Shareholders who desire to tender their Equity Shares in dematerialized form under the Open Offer would have to do so through their respective Selling Broker by giving the details of Equity Shares they intend to tender in accordance with the procedure as mentioned in paragraph 8.4 of the LOF. Eligible Shareholders have to ensure that their order is entered in the electronic platform to be made available by BSE before the closure of the Open Offer. (b) In case of Eligible Shareholders holding Equity Shares in physical form, the plain paper application must be signed by all shareholder(s) stating name, address, folio number, number of Equity Shares held, share certificate number, number of Equity Shares being tendered and the distinctive numbers thereof, enclosing the original share certificate(s), copy of Eligible Shareholders’ PAN card(s), executed share transfer form and other necessary documents. The share transfer form (SH-4) can be downloaded from the Registrar’s website i.e., www.linkintime.co.in. Eligible Shareholders / Selling Broker must ensure that the Form of Acceptance, along with TRS and the requisite documents (as mentioned in paragraph 8.5 of the LOF), reach the Registrar to the Offer on or before the date of the closure of the Tendering Period. To the best of the knowledge of the Acquirers and the PAC, as on the date of this Offer Opening Public Announcement and Corrigendum, there are no statutory approvals required to acquire the Offer Shares that are validly tendered pursuant to this Offer and/or to complete the Underlying Transaction. However, in case any statutory or other approval(s) become applicable prior to the completion of the Open Offer, the Open Offer would also be subject to such statutory or other approval(s) being obtained. Please also refer to paragraph 7.4 beginning on page 32 of the LOF for further details. In accordance with Regulation 16(1) of the SEBI (SAST) Regulations, the draft letter of offer dated August 12, 2021 (“DLOF”) was submitted to SEBI on August 12, 2021. SEBI issued its observations on the DLOF vide its communication dated September 29, 2021 bearing reference number SEBI/HO/CFD/DCR- III/OW/26396/1. SEBI’s observations have been incorporated in the LOF. Material Updates (from the date of the DPS) There have been no material changes in relation to the Open Offer since the date of the DPS, save as otherwise disclosed in the LOF, and in this Offer Opening Public Announcement and Corrigendum: Completion of the Preferential Issue: On September 8, 2021, the Target Company has allotted the Subscription Securities, i.e. 1,93,79,845 Subscription Shares, 3,68,21,706 Series A Warrants and 1,55,03,876 Series B Warrants, to Acquirer 1, in accordance with the SSA and the articles of association of the Target Company, and pursuant to receipt of shareholders’ approval on August 25, 2021. Since the Subscription Shares have been acquired during the Offer Period, they have been placed in a share escrow account opened with Kotak Mahindra Bank Limited, in terms of Regulation 22(2A) of the SEBI (SAST) Regulations. Such Subscription Shares shall be released to Acquirer 1’s demat account and Acquirer 1 can exercise voting rights on such Subscription Shares upon the earlier of: (i) expiry of 21 (twenty one) Working Days from the date of the DPS, provided the Maximum Open Offer Consideration has been deposited in cash in the Open Offer Escrow Account; or (ii) expiry of the Offer Period of the Open Offer, as determined in accordance with the SEBI (SAST) Regulations. Equity share capital and Expanded Voting Share Capital of the Target Company pursuant to completion of the Preferential Issue: As on the date of the LOF, the equity share capital of the Target Company is as follows: Particulars Number of % of equity Equity Shares share capital Fully paid upEquityShares as on the LOF date 11,39,20,752 100.0% (1) Partly paid upEquityShares as on the LOF date Nil Nil Equity Share Capital 11,39,20,752 100.0% Note: (1) 3,27,27,930 partly paid equity shares issued by the Target Company to the Tejas Employees Welfare Trust (TEWT) on July 11, 2010, were forfeited on July 25, 2016. Source: Target Company The Expanded Voting Share Capital of the Target Company is as follows:			6.3. Other key updates and changes updated in the LOF: (a) Included clarifications regarding the proposed timeline of exercise of warrants in paragraph 3.1.4 on page 11 of the LOF. (b) Included confirmations that there are no directions subsisting or proceedings pending against the Acquirers, the PAC and/or the Target Company. Please refer to paragraphs 3.1.9, 4.1.7, 4.2.7, 4.3.7 and 5.12 on pages 13, 16, 18, 19 and 25 of the LOF, respectively for further details. (c) Included details of the closing price of the Equity Shares as on the date of the PA (i.e. July 29, 2021), the date preceding the date of the PA and the date after the PA, on BSE and NSE. Please refer to paragraph 5.8 on page 25 of the LOF for further details. (d) Included a confirmation that the Target Company has not been categorized as a wilful defaulter or a fugitive economic offender and that the Target Company is a professionally managed company and does not have an identifiable promoter. Please refer to paragraph 5.12 on page 25 of LOF for further details. (e) The pre and post offer shareholding pattern of the Target Company as on September 24, 2021 assuming full acceptance under the Open Offer and related information has been updated. Please refer to paragraph 5.14 on page 26 of the LOF for further details. (f) Revisions to the section titled “Procedure for acceptance and settlement of the Open Offer” in line with BSE’s notice no. 20210825-62 dated August 25, 2021 and NSE’s circular no. 81/2021 dated August 26, 2021 have been included in paragraph 8 beginning on page 32. 7. Revised Schedule of Activities: Sr. Activity Schedule of activities Revised schedule of No. disclosed in the DLOF activities Date Day Date Day 1. Date of the PA July29,2021 Thursday July29,2021 Thursday 2. Date of publication of the DPS August 05, Thursday August 05, Thursday 2021 2021 3. Date of filing of the DLOF with SEBI August 12, Thursday August 12, Thursday 2021 2021 4. Last date for public announcement for August 30, Monday August 30, Monday (1) competing offer(s) 2021 2021 5. Last date for receipt of SEBI September 06, Monday September 29, Wednesday (2) observations on the DLOF (in the event 2021 2021 SEBI has not sought clarifications or additional information from the Manager) (3) 6. Identified Date September 08, Wednesday September 27, Monday 2021 2021 7. Last date by which the LOF is to be September 16, Thursday October 6, Wednesday dispatched to the Eligible Shareholders 2021 2021 whose name appears on the register of members on the Identified Date 8. Last date for upward revision of the September 21, Tuesday October 7, Thursday Offer Price and/ or Offer Size 2021 2021 9. Last date by which the committee of the September 21, Tuesday October 7, Thursday independent directors of the Target 2021 2021 Company is required to give its recommendation to the Eligible Shareholders for this Open Offer 10. Date of publication of Offer opening September 22, Wednesday October 8, Friday public announcement in the newspapers 2021 2021 in which the DPS has beenpublished 11. Date of commencement of the tendering September 23, Thursday October 11, Monday period(“Offer Opening Date”) 2021 2021 12. Date of closure of the tendering period October 06, Wednesday October 26, Tuesday (“Offer Closing Date”) 2021 2021 13. Last date of communicating the October 22, Friday November 11, Thursday rejection/ acceptance and completion 2021 2021 of payment of consideration or refund of Equity Shares to the Eligible Shareholders 14. Last date for publication of post-Offer October 29, Friday November 18, Thursday public announcement in the newspapers 2021 2021 in which the DPS has been published Notes: (1) There is no competing offer as on the date of this Offer Opening Public Announcement and Corrigendum. (2) Actual date of receipt of SEBI’s final observations on the DLOF. (3) The Identified Date is only for the purpose of determining the Eligible Shareholders as on such date to whom the LOF will be sent. It is clarified that all holders (registered or unregistered) of Equity Shares (except those who are excluded from the ambit of Eligible Shareholders) are eligible to participate in the Open Offer at any time during the Tendering Period. The Acquirers and the PAC, and their directors in their capacity as directors, accept the responsibility for the information contained in this Offer Opening Public Announcement and Corrigendum (except for the information pertaining to the Target Company, which has been sourced from publicly available sources or from information published or provided by the Target Company) and also for the obligations of the Acquirers and the PAC, respectively, laid down in the SEBI (SAST) Regulations in respect of the Open Offer. This Offer Opening Public Announcement and Corrigendum is expected to be available on SEBI’s website at www.sebi.gov.in. Issued on behalf of the Acquirers and the PAC by the Manager to the Offer Kotak Mahindra Capital Company Limited 27 BKC, 1st Floor, Plot No. C-27, ‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel: + 91 22 4336 0128;Fax: +91 22 6713 2447 Email: tejasnetworks.openoffer@kotak.com Contact Person: Mr Ganesh Rane Website: www.investmentbank.kotak.com SEBI Registration No.: INM000008704 Validity Period: Permanent registration Registrar to the Offer
Particulars Issued and paid up % of Expanded (1) (1) Equity Shares Voting Share Capital Fully paid upEquityShares as on the date of the LOF 11,39,20,752 73.6% Partly paid up Equity Shares/ outstanding convertible Nil Nil securities (such as depository receipts, fully convertible (2) debentures or warrants)as on the date of the LOF Employee stock options and restricted stock units already vested or which are expected to vest on or (3) prior to December 31,2021 Equity Shares to be allotted on conversion of Series A Warrants Expanded Voting Share Capital (Total) 15,48,29,348 100.0% Notes: (1) Assuming Acquirer 1 exercises all of the Series A Warrants. (2) 3,27,27,930 partly paid equity shares issued by the Target Company to the Tejas Employees Welfare Trust (TEWT) on July 11, 2010, were forfeited on July 25, 2016. (3) Net of 8,33,385 employee stock options and restricted stock units exercised post the date of the DLOF. 40,86,890 2.6% 3,68,21,706 23.8%			Link Intime India Private Limited C-101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083 Tel: + 91 22 4918 6200;Fax: + 91 22 4918 6195 Email: tejasnetworks.offer@linkintime.co.in Contact Person: Mr. Sumeet Deshpande Website: www.linkintime.co.in SEBI Registration No.: INR000004058 Validity Period: Permanent registration For and on behalf of Acquirer 1 For and on behalf of Acquirer 2 For and on behalf of the PAC Panatone Finvest Limited Akashastha Technologies Tata Sons Private Limited Private Limited Sd/- Sd/- Sd/- Authorized Signatory Authorized Signatory Authorized Signatory Date: October 07, 2021 Place: Mumbai

• (a) Included clarifications regarding the proposed timeline of exercise of warrants in paragraph 3.1.4 on page 11 of the LOF.

• (b) Included confirmations that there are no directions subsisting or proceedings pending against the Acquirers, the PAC and/or the Target Company. Please refer to paragraphs 3.1.9, 4.1.7, 4.2.7, 4.3.7 and 5.12 on pages 13, 16, 18, 19 and 25 of the LOF, respectively for further details.

TEJAS NETWORKS LIMITED

• (c) Included details of the closing price of the Equity Shares as on the date of the PA (i.e. July 29, 2021), the date preceding the date of the PA and the date after the PA, on BSE and NSE. Please refer to paragraph 5.8 on page 25 of the LOF for further details.

• (d) Included a confirmation that the Target Company has not been categorized as a wilful defaulter or a fugitive economic offender and that the Target Company is a professionally managed company and does not have an identifiable promoter. Please refer to paragraph 5.12 on page 25 of LOF for further details.

REGISTERED OFFICE: J P Software Park, Plot No 25, Sy. No 13, 14, 17, 18 Konnapana Agrahara Village, Begur, Hobli, Bangalore, Karnataka - 560100. WEBSITE: www.tejasnetworks.com

• (e) The pre and post offer shareholding pattern of the Target Company as on September 24, 2021 assuming full acceptance under the Open Offer and related information has been updated. Please refer to paragraph 5.14 on page 26 of the LOF for further details.

• Other details of the Open Offer

OPEN OFFER FOR ACQUISITION OF UP TO 4,02,55,631 FULLY PAID UP EQUITY SHARES HAVING FACE VALUE OF INR 10 EACH (“EQUITY SHARES”), REPRESENTING 26% OF THE EXPANDED VOTING SHARE CAPITAL (AS DEFINED BELOW) OF TEJAS NETWORKS LIMITED (“TARGET COMPANY”) AT A PRICE OF INR 258.00/- PER EQUITY SHARE FROM THE ELIGIBLE SHAREHOLDERS (AS DEFINED BELOW) OF THE TARGET COMPANY, BY PANATONE FINVEST LIMITED (“ACQUIRER 1”) AND AKASHASTHA TECHNOLOGIES PRIVATE LIMITED (“ACQUIRER 2”) (ACQUIRER 1 AND ACQUIRER 2, COLLECTIVELY “ACQUIRERS”), ALONG WITH TATA SONS PRIVATE LIMITED (“PAC”), IN ITS CAPACITY AS A PERSON ACTING IN CONCERT WITH THE ACQUIRERS (“OFFER” / “OPEN OFFER”)

• 3.1.

(f) Revisions to the section titled “Procedure for acceptance and settlement BSE’s notice no. 20210825-62 dated August 25, 2021 and NSE’s circular 2021 have been included in paragraph 8 beginning on page 32. 7. Revised Schedule of Activities: Sr. Activity Schedule of activities No. disclosed in the DLOF Date Day 1. Date of the PA July29,2021 Thursday 2. Date of publication of the DPS August 05, Thursday 2021	(f) Revisions to the section titled “Procedure for acceptance and settlement BSE’s notice no. 20210825-62 dated August 25, 2021 and NSE’s circular 2021 have been included in paragraph 8 beginning on page 32. 7. Revised Schedule of Activities: Sr. Activity Schedule of activities No. disclosed in the DLOF Date Day 1. Date of the PA July29,2021 Thursday 2. Date of publication of the DPS August 05, Thursday 2021	(f) Revisions to the section titled “Procedure for acceptance and settlement BSE’s notice no. 20210825-62 dated August 25, 2021 and NSE’s circular 2021 have been included in paragraph 8 beginning on page 32. 7. Revised Schedule of Activities: Sr. Activity Schedule of activities No. disclosed in the DLOF Date Day 1. Date of the PA July29,2021 Thursday 2. Date of publication of the DPS August 05, Thursday 2021	of the Open Offer” in line with no. 81/2021 dated August 26, Revised schedule of activities Date Day July29,2021 Thursday August 05, Thursday 2021
	3. Date of filing of the DLOF with SEBI	August 12, Thursday 2021	August 12, Thursday 2021
	4. Last date for public announcement for (1) competing offer(s) 5. Last date for receipt of SEBI observations on the DLOF (in the event SEBI has not sought clarifications or additional information from the Manager)	August 30, Monday 2021 September 06, Monday 2021	August 30, Monday 2021 September 29, Wednesday (2) 2021
	(3) 6. Identified Date 7. Last date by which the LOF is to be dispatched to the Eligible Shareholders whose name appears on the register of members on the Identified Date	September 08, Wednesday 2021 September 16, Thursday 2021	September 27, Monday 2021 October 6, Wednesday 2021
	8. Last date for upward revision of the Offer Price and/ or Offer Size	September 21, Tuesday 2021	October 7, Thursday 2021
	9. Last date by which the committee of the independent directors of the Target Company is required to give its recommendation to the Eligible Shareholders for this Open Offer	September 21, Tuesday 2021	October 7, Thursday 2021
	10. Date of publication of Offer opening public announcement in the newspapers in which the DPS has beenpublished	September 22, Wednesday 2021	October 8, Friday 2021
	11. Date of commencement of the tendering period(“Offer Opening Date”)	September 23, Thursday 2021	October 11, Monday 2021
	12. Date of closure of the tendering period (“Offer Closing Date”)	October 06, Wednesday 2021	October 26, Tuesday 2021
13. Last date of communicating the October 22, Friday November 11, Thursday rejection/ acceptance and completion 2021 2021 of payment of consideration or refund of Equity Shares to the Eligible Shareholders 14. Last date for publication of post-Offer October 29, Friday November 18, Thursday public announcement in the newspapers 2021 2021 in which the DPS has been published Notes: (1) There is no competing offer as on the date of this Offer Opening Public Announcement and Corrigendum.

• 3.2.

• 3.3.

This offer opening public announcement and corrigendum to the DPS ( as defined below ) (“ Offer Opening Public Announcement and Corrigendum ”) is being issued by Kotak Mahindra Capital Company Limited, the manager to the Open Offer (“ Manager to the Offer ” or “ Manager ”), for and on behalf of the Acquirers and the PAC, pursuant to and in accordance with Regulation 18(7) of the SEBI (SAST) Regulations.

• 3.4. In case of non-receipt/ non-availability of the Form of Acceptance, an Eligible Shareholder may participate in the Open Offer: (i) by using the Form of Acceptance obtained in the manner described above; or (ii) by providing their application in writing on a plain paper along with the following:

This Offer Opening Public Announcement and Corrigendum should be read in continuation of and in conjunction with: (a) the Public Announcement dated July 29, 2021 (“ PA ”); (b) the Detailed Public Statement that was published in all editions of ‘Financial Express’ (English) and ‘Jansatta’ (Hindi), the Bangalore edition of ‘Vishwavani’ (Kannada), and the Mumbai edition of ‘Navshakti’ (Marathi), on August 05, 2021 (“ DPS ”); and (c) the Letter of Offer dated October 01, 2021 along with Form of Acceptance and Share Transfer Form (“ LOF ”). This Offer Opening Public Announcement and Corrigendum is being published in all the newspapers in which the DPS was published.

For the purposes of this Offer Opening Public Announcement and Corrigendum, the following terms would have the meaning assigned to them herein below:

• (a) “ Expanded Voting Share Capital ” shall mean the total voting equity share capital of the Target Company after taking into account all potential increases in the voting equity share capital expected as of the 10th (tenth) Working Day from the closure of the Tendering Period for the Offer. This includes (I) 1,93,79,845 Subscription Shares allotted by the Target Company to Acquirer 1 by way of the Preferential Issue; (ii) 3,68,21,706 Series A Warrants, allotted by the Target Company to Acquirer 1 by way of the Preferential Issue, each carrying a right to subscribe to 1 (one) Equity Share which may be exercised in one or more tranches during the period commencing from the date of allotment until the expiry of 11 (eleven) months from the date of allotment; and (iii) 40,86,890 employee stock options and restricted stock units already vested or which shall vest on or prior to December 31, 2021.

• (b) “ Identified Date ” means September 27, 2021, being the date falling on the 10 (tenth) working day prior to the commencement of the Tendering Period;

• To the best of the knowledge of the Acquirers and the PAC, as on the date of this Offer Opening Public Announcement and Corrigendum, there are no statutory approvals required to acquire the Offer Shares that are validly tendered pursuant to this Offer and/or to complete the Underlying Transaction. However, in case any statutory or other approval(s) become applicable prior to the completion of the Open Offer, the Open Offer would also be subject to such statutory or other approval(s) being obtained. Please also refer to paragraph 7.4 beginning on page 32 of the LOF for further details.

• (c) “ Eligible Shareholders ” means all the shareholders of the Target Company who are eligible to tender their Equity Shares in the Open Offer, excluding (i) the Acquirers and the PAC; and (ii) parties to the underlying SPA including persons deemed to be acting in concert with the Acquirers and/or the PAC and such parties to the SPA; and

• (d) “ Tendering Period ” means the period from Monday, October 11, 2021 to Tuesday, October 26, 2021 (both days inclusive).

• In accordance with Regulation 16(1) of the SEBI (SAST) Regulations, the draft letter of offer dated August 12, 2021 (“ DLOF ”) was submitted to SEBI on August 12, 2021. SEBI issued its observations on the DLOF vide its communication dated September 29, 2021 bearing reference number SEBI/HO/CFD/DCRIII/OW/26396/1. SEBI’s observations have been incorporated in the LOF.

Capitalised terms used but not defined in this Offer Opening Public Announcement and Corrigendum shall have the meaning assigned to such terms in the LOF.

1. Offer Price : The Offer Price is INR 258.00/- per Equity Share (which is arrived at in accordance with Regulation 8(1) and 8(2) of the SEBI (SAST) Regulations).

There have been no material changes in relation to the Open Offer since the date of the DPS, save as otherwise disclosed in the LOF, and in this Offer Opening Public Announcement and Corrigendum: 6.1. Completion of the Preferential Issue:

1. Recommendations of the committee of independent directors of the Target Company : The committee of independent directors of the Target Company (“ IDC ”) published its recommendation on the Open Offer on October 07, 2021 in the same newspapers where the DPS was published (Since the recommendation could not be published in some copies of Vishwavani (Bangalore edition) due to an inadvertent technical error at Vishwavani’s end, Vishwavani would be re-publishing the recommendation of the IDC in its Bangalore edition on October 8, 2021). The relevant extract of the IDC recommendation is given below:

2. (3) The Identified Date is only for the purpose of determining the Eligible Shareholders as on such date to whom the LOF will be sent. It is clarified that all holders (registered or unregistered) of Equity Shares (except those who are excluded from the ambit of Eligible Shareholders) are eligible to participate in the Open Offer at any time during the Tendering Period.

3. Members of the Committee Mr. Balakrishnan V – Chairperson of Independent Directors Amb. Leela K Ponappa – Member

Mr. Chandrashekhar Bhaskar Bhave – Member

The Acquirers and the PAC, and their directors in their capacity as directors, accept the responsibility for the information contained in this Offer Opening Public Announcement and Corrigendum (except for the information pertaining to the Target Company, which has been sourced from publicly available sources or from information published or provided by the Target Company) and also for the obligations of the Acquirers and the PAC, respectively, laid down in the SEBI (SAST) Regulations in respect of the Open Offer.

1. Recommendation on the Based on a review of the relevant information, the IDC is of the Open Offer, as to whether opinion that the Offer Price of Rs. 258/- (Rupees two hundred and the Open Offer is fair and fifty eight) per Equity Share is in accordance with the applicable reasonable regulations of SEBI (SAST) Regulations and, accordingly, the Open Offer may be considered to be fair and reasonable.

This Offer Opening Public Announcement and Corrigendum is expected to be available on SEBI’s website at www.sebi.gov.in.

6.2. Equity share capital and Expanded Voting Share Capital of the Target Company pursuant to completion of the Preferential Issue:

1. Summary of reasons for the (a) The IDC has perused the PA, DPS, DLOF and LOF issued on recommendation behalf of the Acquirers and the PAC.

2. (b) The recommendation of the IDC set out in paragraph 11 above, is based on the following:

3. The Offer Price is in accordance with Regulation 8(2) of the SEBI (SAST) Regulations;

4. The Offer Price is higher than the volume-weighted average market price of the Equity Shares, for a period of 60 trading days immediately preceding the date of the PA as traded on the stock exchange where the maximum volume of trading in the shares of the Target Company has been recorded during such period Rs. 186.79 (Rupees One hundred and eighty six and paise seventy nine only)

The IDC noted that M/s. S.V. Shah & Associates, Chartered Accountants (FRN: 139517W) dated July 29, 2021 have certified the prices mentioned in (b) above.

Further, the members of IDC draw attention to the closing market price of the Equity Shares on the National Stock Exchange of India Limited (“ NSE ”) and BSE Limited (“ BSE ”) as on July 28, 2021 being Rs. 233.75 (Rupees two hundred and thirty three and paise seventy five only) per Equity Share and Rs. 234.30 (Rupees two hundred and thirty four and paise thirty only) per Equity Share respectively, which is lower than the Offer Price.

			Limited (“NSE”) and BSE Limited (“BSE”) as on July 28, 2021 being Rs. 233.75 (Rupees two hundred and thirty three and paise seventy five only) per Equity Share and Rs. 234.30 (Rupees two hundred and thirty four and paise thirty only) per Equity Share respectively, which is lower than the Offer Price.
			The eligible shareholders of the Target Company are advised to independently evaluate the Open Offer and take an informed decision about tenderingthe EquityShares held bythem in the Open Offer.
	13.	Disclosure of the voting pattern	The recommendations were unanimously approved by the IDC members.
	14.	Details of Independent if any Advisors,	None