TRUSTWAVE SECURITIES LIMITED - M&A Activity 2023

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Corporate Office : PNB Pragati Tower, 2nd Floor, Plot No. C-9, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Tel: 022 2653 2745 Fax: 022-26532687 Email: [email protected] GST: 27AAECP9801F1ZE

Ref.: BSE/001/PNBISL/23032023/SGFL

Date: March 23, 2023

To,

BSE Limited , P.J. Towers, Dalal Street, Mumbai – 400001, Maharashtra, India

Respected Sir/ Madam,

REF: OPEN OFFER FOR ACQUISITION OF UP TO 16,99,776 EQUITY SHARES REPRESENTING 26.00% OF THE EQUITY SHARE CAPITAL/VOTING SHARE CAPITAL OF STERLING GUARANTY AND FINANCE LIMITED (‘TARGET COMPANY’) FROM THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY MADE BY MR. DEEPAK BABULAL KHARWAD.

SUB: SUBMISSION OF DETAILED PUBLIC STATEMENT WITH THE PROVISIONS OF REGULATIONS 13 (4), 14 (3), 15 (2) AND SUCH OTHER APPLICABLE PROVISIONS AND IN ACCORDANCE WITH THE REQUIREMENTS UNDER THE SEBI (SAST) REGULATIONS.

We would like to inform you that, Mr. Deepak Babulal Kharwad (‘ Acquirer ’), has entered into a Share Purchase Agreement dated March 15, 2023, with Dhiren D Mehta (‘Promoter Seller 1’), Meena D Mehta (‘Promoter Seller 2’), Dharmen D Mehta (‘Promoter Seller 3’) , Aditi D Mehta (‘Promoter Seller 4’), Sterling Investment (India) Limited (‘Promoter Seller 5’), Indistock Securities Limited, (‘Promoter Seller 6’) and Computron Systems Pvt Ltd (‘Promoter Seller 7’), the present Promoters and members of Promoter Group of the Target Company (hereinafter collectively referred to as the ‘Promoter Sellers’), for acquisition of 31,17,806 (Thirty-One Lakh Seventeen Thousand Eight Hundred and Six) fully paid-up equity shares of face value of ₹10.00/- (Rupees Ten Only) each (‘Equity Shares’), representing 47.69% (Forty Seven Point Six Nine Percent) of the Voting Share Capital of the Target Company at a negotiated price of ₹1.00/- (Rupee One Only) per Sale Share, aggregating to an amount of ₹ 31,17,806/- (Rupees Thirty-One Lakh Seventeen Thousand Eight Hundred and Six Only) (‘Share Purchase Agreement’).

In accordance with the provisions of Regulation 12 (1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto (‘ SEBI (SAST) Regulations ’), we are pleased to inform you that we, PNB Investment Services Limited, have been appointed as the Manager to the Offer (‘ Manager ’), and pursuant to the execution of the Share Purchase Agreement, the Acquirer has announced an open offer in compliance with the provisions of Regulations 3(1) and 4 read with Regulations 13, 14, and 15(1) and other applicable regulations of the SEBI (SAST) Regulations for acquisition of up to 16,99,776 (Sixteen Lakhs Ninety-Nine Thousand Seven Hundred and Seventy Six) Equity Shares representing 26.00% of the Voting Share Capital of the Target Company from the Public Shareholders of the Target Company.

In this regard in compliance with the provisions of Regulations 13 (4), 14 (3), 15 (2) and such other applicable provisions and in accordance with the requirements under the SEBI (SAST) Regulations, please find attached herewith the copy of the Detailed Public Statement submitted to Securities and Exchange Board of India.

As on the date of this Detailed Public Statement except the shares proposed to be acquired in terms of the SPA, the Acquirer does not hold Equity Shares of the Target Company. As required under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereof, the Detailed Public Statement has been published in Financial Express (English) (All Editions except Bangalore and Hyderabad), Jansatta (Hindi) (All Editions), Mumbai Lakshadweep, (Mumbai Edition) (Marathi Language) where Registered office of the target Company and Stock Exchange is situated in today’s newspaper i.e. March 23, 2023.

Regd. Office : 10, Rakesh Deep Building, Yusuf Sarai Commercial Complex, Gulmohar Enclave, New Delhi 110049 Tel: 011-41032929 Fax : 011-41035057 E-Mail: [email protected] Website: www.pnbisl.com CIN: U65191DL2009GOL187146

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We hope your good self will find the above in order and we request you to kindly upload the Detailed Public Statement on your website at the earliest.

Thanking you, Yours faithfully,

For PNB Investment Services Limited

SIGN

Mahesh P Peswani (Sr. Vice President) Encl.: As above

DETAILED PUBLIC STATEMENT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS 13(4), 14(3), AND 15(2) AND SUCH OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AS AMENDED, TO THE PUBLIC SHAREHOLDERS OF Sterling Guaranty and Finance Limited

Corporate Identification Number: L65990MH1983PLC031384

Registered Office[*] : Office No 3[rd] & 4[th] , 3[rd] Floor, The Centrium, Village Kurla Kirol, Kurla (W), Mumbai 400070 Tel. No. + 91- 022-2840019 / 29 ; E-mail: [email protected]; Website : www.sterling-guaranty.com CIN : L65990MH1983PLC031384

OPEN OFFER ("OFFER") FOR ACQUISITION UP TO 16,99,776 (SIXTEEN LACS NINETY NINE THOUSAND SEVEN HUNDRED SEVENTY SIX ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES"), REPRESENTING 26.00% OF THE TOTAL EQUITY SHARE CAPITAL OF STERLING GUARANTY AND FINANCE LIMITED ("TARGET COMPANY") ON A FULLY DILUTED BASIS, AS OF THE TENTH WORKING DAY FROM THE CLOSURE OF THE TENDERING PERIOD OF THE OPEN OFFER ("VOTING SHARE CAPITAL"), FROM THE ELIGIBLE SHAREHOLDERS OF THE TARGET COMPANY FOR CASH AT A PRICE OF RE.1/- (RUPEE ONE ONLY) PER EQUITY SHARE BY MR. DEEPAK BABULAL KHARWAD ("ACQUIRER") WITH AN INTENTION TO ACQUIRE CONTROL OF THE TARGET COMPANY.

THIS DETAILED PUBLIC STATEMENT (THE ‘DPS’) IS BEING ISSUED BY PNB INVESTMENT SERVICES LIMITED, THE MANAGER TO THE OPEN OFFER (‘MANAGER TO THE OFFER’), FOR AND ON BEHALF OF THE ACQUIRER, IN COMPLIANCE WITH THE PROVISIONS OF REGULATIONS 3(1) AND 4 READ WITH REGULATIONS 13(4), 14(3), AND 15(2) OF THE SEBI (SAST) REGULATIONS, PURSUANT TO THE PUBLIC ANNOUNCEMENT DATED WEDNESDAY, MARCH 15, 2023 WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”), BSE LIMITED (“BSE”) (“STOCK EXCHANGE”), AND THE TARGET COMPANY AT ITS REGISTERED OFFICE, IN COMPLIANCE WITH THE PROVISIONS OF REGULATIONS 3(1) AND 4 AND OTHER APPLICABLE REGULATIONS OF THE SEBI (SAST) REGULATIONS. THE PUBLIC ANNOUNCEMENT WAS SENT TO SEBI, BSE AND THE TARGET COMPANY THROUGH EMAIL ON WEDNESDAY, MARCH 15, 2023 AND HARD COPY WAS SUBMITTED TO SEBI ON THURSDAY, MARCH 16, 2023, IN TERMS OF REGULATIONS 14(1) AND 14(2) OF THE SEBI (SAST) REGULATIONS.

acquisition. However, no such difference shall be paid if such acquisition is made under another Open Offer under SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of Equity Shares of the Target Company in any form.

This Offer is being made under SEBI (SAST) Regulations, to all the Public Shareholders of the Target Company, other than the parties to the Share Purchase Agreement under the provisions of Regulation 7(6) of the SEBI (SAST) Regulations.

This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI (SAST) Regulations. This Offer is not a competitive bid in terms of Regulation 20 of SEBI (SAST) Regulations.

FINANCIAL ARRANGEMENTS

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STERED OFFICE, IN COMPLIANCE WITH THE PROVISIONS OF REGULATIONS 3(1) AND 4 AND OTHER APPLICABLE
LATIONS OF THE SEBI (SAST) REGULATIONS. THE PUBLIC ANNOUNCEMENT WAS SENT TO SEBI, BSE AND THE TARGET
PANY THROUGH EMAIL ON WEDNESDAY, MARCH 15, 2023 AND HARD COPY WAS SUBMITTED TO SEBI ON THURSDAY,
CH 16, 2023, IN TERMS OF REGULATIONS 14(1) AND 14(2) OF THE SEBI (SAST) REGULATIONS.
DETAILS OF THE ACQUIRER, PROMOTER SELLERS, TARGET COMPANY, AND OFFER
INFORMATION ABOUT THE ACQUIRER
Mr. Deepak Babulal Kharwad (“Acquirer”)
Mr. Deepak Kharwad, son of Mr. Babulal Kharwad, aged 40 years, Indian Inhabitant, bearing Permanent Account Number
‘ALKPK1351M’ under the Income Tax Act, 1961, is presently residing at 804, Parvati Heritage Cama Lane Opp Jolly Gymkhana,
Ghatkopar (West), Mumbai-400 086, Maharashtra, India.
He is a qualified Chartered Accountant and is experienced in the capital market, financial Services Banking and Accounting etc.
The Net Worth of Acquirer as of Thursday, March 31, 2022, is4,06,19,000/- (Rupees Four Crores Six Lakhs Nineteen Thousand Only) as certified bearing unique document identification number ‘23614785BGROEV5206’ on Thursday, March 31, 2022, by Chartered Accountant, Akash Prajapati bearing membership number ‘614785’, by proprietor at Akash Prajapati & Company (Chartered Accountants) bearing firm registration number ‘0158112W’ having their office located at Office 10, Mahatma Enclave, New golden nest, near Mira Bhayandar Sports Complex, Bhayander (E), Mumbai-401105, Maharashtra, India with contact details being ‘+91 9987908303 and Email Address being‘[email protected]’. Acquirer has sufficient liquid funds to fulfill the obligations under the Open Offer. **‘Acquirer’ Confirmation and Undertaking** The Acquirer has individually confirmed, warranted, and undertaken that: He does not belong to any group. He is not forming part of the present promoters and promoter group of the Target Company. He is not related to the promoters, directors, or key employees of the Target Company. There are no directors representing he on the board of the Target Company. Acquirer does not hold any Equity Shares in the Target Company, prior to the execution of the Share Purchase Agreement, and subsequently, pursuant to the consummation of the Share Purchase Agreement transaction and after completion of open offer, He will be classified and will become the promoter of the Target Company, subject to the compliance of the SEBI (LODR) Regulations, 2015. He will not sell the Equity Shares of the Target Company, held, and acquired, if any, during the Offer period in terms of Regulation 25(4) of the SEBI (SAST) Regulations. He has not been prohibited by SEBI from dealing in securities, in terms of the provisions of Section 11B of the SEBI Act or under any other Regulation made under the SEBI Act. He has not been categorized nor is appearing in the ‘Willful Defaulters or a Fraudulent Borrowers’ list issued by any bank, financial institution, or consortium thereof in accordance with the guidelines on willful defaulters or fraudulent borrowers issued by the Reserve Bank of India. He has not been declared as ‘Fugitive Economic Offenders’ under Section 12 of the Fugitive Economic Offenders Act, 2018. **INFORMATION ABOUT THE PROMOTER SELLERS** The Promoter Sellers form a part of the promoter and promoter group of the Target Company, and prior to the execution of the Share Purchase Agreement, they collectively hold 31,17,806 (Thirty-One Lakhs Seventeen Thousand Eight Hundred and Six Only) Equity Shares, representing 47.69% (Forty-Seven Point Sixty Nine Percent) of the Voting Share Capital of the Target Company. Pursuant to the execution of the Share Purchase Agreement, the Acquirer has agreed to purchase the said Sale Shares from the Promoter Sellers. The details of the Promoter Sellers who has entered into the Share Purchase Agreement with the Acquirer, are as follows: **Name and Address of** **the Promoter Seller** Mr. Dhiren D Mehta Permanent Account Number: AABPM5035A Resident at 84 Marine Drive, Promoter Mumbai 400002 Individual Group Yes 9,14,401 13.99% Nil Nil Ms. Meena D Mehta Permanent Account Number: AABPM5034B Resident at 84 Marine Drive, Promoter Mumbai 400002 Individual Group Yes 1,74,370 2.67% Nil Nil Mr. Dharmen D Mehta Permanent Account Number: AACPM5333A Resident at 84 Marine Drive, Promoter Mumbai 400002 Individual Group Yes 3,113 0.05% Nil Nil Ms. Aditi D Mehta Permanent Account Number: AAPPM2884B Resident at 84 Marine Drive, Promoter Mumbai 400002 Individual Group Yes 500 0.01% Nil Nil Sterling Investments (India) Limited Permanent Account Number: AADCS0857M Office at 91A Mittal Court, Promoter Nariman Point,Mumbai 400021 Company Group Yes 8,35,422 12.78% Nil Nil Indistock Securities Limited Permanent Account Number: AACCS1442H Office at 91A Mittal Court, Promoter Nariman Point,Mumbai 400021 Company Group Yes 8,27,550 12.66% Nil Nil Computron Systems Pvt. Ltd Permanent Account Number: AAACC2886M Office at 91A Mittal Court, Promoter Nariman Point,Mumbai 400021 Company Group Yes 3,62,450 5.54% Nil Nil **Total** **31,17,806** **47.69%** - - Post completion of the Offer formalities, the Promoter Sellers shall relinquish the control and management over the Target Company in favor of the Acquirer, in accordance and compliance with the provisions of Regulation 31A of SEBI (LODR) Regulations, and shall be declassified from the ‘promoter and promoter group’ category of the Target Company subject to receipt of necessary approvals required in terms of Regulation 31A(10) of the SEBI (LODR) Regulations and the satisfaction of conditions prescribed therein. The Promoter Sellers has not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act or under any other regulation made under the SEBI Act. **INFORMATION ABOUT THE TARGET COMPANY** The Target Company is a public limited company that was incorporated under the provisions of the Companies Act, 1956, under the name and style of 'Sterling Lease Finance Limited.' vide Certificate of Incorporation bearing registration number 031384 vide certificate of Incorporation dated November 21, 1983. Subsequently vide a Fresh Certificate of Incorporation on 22nd April 1993 it changed its name from 'Sterling Lease Finance Limited' to 'Sterling Securities & Finance Limited'. On 1st December 1993 vide vide a Fresh Certificate of Incorporation it changed its name from 'Sterling Securities & Finance Limited' to Sterling Guaranty & Finance Limited". To the present day it carries its business under the name and style "Sterling Guaranty and Finance Limited'. The company is also registered with RBI as a NBFC with Registration No. 13.01229' vide RBI certificate dated April 20,1999. However vide Letters dated 26.03.2018 and 25.10.2021 Company has made application to RBI for surrender of COR which is pending. The Company has not undertaken any NBFC activity and also does not have the requisite networth. The Equity Shares of the Target Company are presently listed only on BSE Limited. The Equity Shares bears ISIN ‘INE668Y01016’, Scrip Code ‘508963’ and Scrip ID ‘STRLGUA’**.**The Target Company has already established connectivity with the Depositories. The Equity Share capital of the Target Company is as follows: **Sr.** **Particulars** **Number of Equity** **Aggregate amount** **Voting Share** **No.** **Shares** **of Equity Shares** **Capital** 1 Authorized Equity Share capital 70,00,000 7,00,00,000
100.00%
(Seventy-Five Lakhs)
(Rupees Seven Crore Only) (Hundred Percent)
2
Issued, subscribed, and paid- up
65,37,600
6,53,76,000 100.00% Equity Share capital (Sixty-Five Lakhs Thirty-Seven (Six Crore Fifty-Three Lakhs (Hundred Percent) Thousand Six Hundred) Seventy-Six Thousand) As on the date of this Detailed Public Statement, the Target Company doesn’t have: Any partly paid-up equity shares. Outstanding instruments in warrants, or options or fully or partly convertible debentures/preference shares/ employee stock options, etc., which are convertible into Equity Shares at a later stage; Equity Shares which are forfeited or kept in abeyance. Equity Shares which are subject to any lock-in obligations. Outstanding Equity Shares that have been issued but not listed on any stock exchanges. The Target Company has never been suspended on BSE Limited. Based on the information available from BSE Limited, the Equity Shares of the Target Company are infrequently traded on BSE Limited within the meaning of explanation provided in Regulation 2(j) of the SEBI (SAST) Regulations. The unaudited (limited review) financial information for the six months period ended December 31, 2022 and audited financial information for the Financial Years ending March 31, 2022, March 31, 2021, and March 31, 2020, are as follows: (Amount in Lakhs except Equity Share data) **Particulars** **Audited Financial Statements** **Audited Financial Statements for the** **for Nine Months ending** **Financial Year ending March 31*** **December 31, 2022** **2022** **2021** **2020** Total Revenue 15.00 9.51 5.51 4.40 Net Earnings or Profit/(Loss)after tax 6.58 (4.54) (8.80) (18.01) Earningsper Share(EPS) 0.10 (0.07) (0.13) (0.28) Net Worth (92.98) (99.55) (95.01) (86.21) The present Board of Directors of the Target Company are as follows: **Sr.** **Name** **Date of** **Director** **Designation** **No.** **Initial Appointment** **Identification** **Number** 1. Dharmen D Mehta January28,2020 00036787 Chairman 2. Bharat Bhushan December 14,2021 08423443 Non- Executive Independent Director 3. Rajan Shah November 25, 2019 08619751 Director and CEO **DETAILS OF THE OFFER** The Offer is being made by the Acquirer under the provisions of Regulations 3(1) and 4 of the SEBI (SAST) Regulations to acquire up to**16,99,776 (Sixteen**Lakh Nineteen Nine Thousand Seven Hundred and Seventy-Six) Equity Shares representing 26.00% (Twenty Six Percent) of the Voting Share Capital, at a price of1/- (Rupee One Only) per Offer Share from the Public Shareholders
of the Target Company. Assuming full acceptance, the total consideration payable by the Acquirer under this Offer at the Offer
Price aggregates to16,99,776 /- (Rupees Sixteen Lakh Nineteen Nine Thousand Seven Hundred and Seventy-Six Only) payable in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations, subject to the terms and conditions set out in the Offer Documents. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. **II.** A. B. C. **III.** A. **IV.** A. B. C. D. E. F. G.| This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of Equity Shares of the Target Company. There are no conditions as stipulated in the Share Purchase Agreement, the meeting of which would be outside the reasonable control of the Acquirer, and in view of which the Offer might be withdrawn under Regulation 23(1) of the SEBI (SAST) Regulations. The Equity Shares of the Target Company to be acquired by the Acquirer are fully paid-up, free from all liens, charges, and encumbrances, and together with the rights attached thereto, including all rights to dividend, bonus, and rights offer declared thereof. The Manager does not hold any Equity Shares in the Target Company as of the date of appointment as Manager to the Offer. The Manager hereby declares and undertakes that, it shall not deal in the Equity Shares of the Target Company during the period commencing from the date of their appointment as Manager until the expiry of 15 (Fifteen) Days from the date of closure of this Offer. To the best of the knowledge and belief of the Acquirer, as on the date of this Detailed Public Statement, there are no statutory or other approvals required to implement the Offer other than as indicated in Paragraph VII of this Detailed Public Statement. If any other statutory approvals are required or become applicable prior to completion of the Offer, the Offer would be subject to the receipt of such other statutory approvals. The Acquirer will not proceed with the Offer in the event such statutory approvals are refused in terms of Regulation 23 of the SEBI (SAST) Regulations. In the event of withdrawal, a public announcement will be made within 2 (Two) Working Days of such withdrawal in the Newspapers and such public announcement will also be sent to SEBI, BSE, and to the Target Company at its registered office. The Acquirer does not have any plans to alienate any significant assets of the Target Company whether by way of sale, lease, encumbrance, or otherwise for a period of 2 (Two) years except in the ordinary course of business. The Target Company’s future policy for disposal of its assets, if any, within 2 (Two) years from the completion of the Offer will be decided by its Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders through Special Resolution passed by way of postal ballot and the notice for such postal ballot shall contain reasons as to why such alienation is necessary in terms of Regulation 25(2) of SEBI (SAST) Regulations. This Detailed Public Statement is being published in the following newspapers: **Publication** **Language** **Edition** Financial Express English All Editions Jansatta Hindi All Editions Mumbai Lakshadweep Marathi Mumbai Edition The Public Shareholders who tender their Equity Shares in this Offer shall ensure that all the Equity Shares validly tendered by them are free from all liens, charges, and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof, and in accordance with the terms and conditions set forth in this Detailed Public Statement, and as will be set out in the Offer Documents, and the tendering Public Shareholders shall has obtained all necessary consents for it to sell the Offer Shares on the foregoing basis. If the aggregate number of Equity Shares validly tendered in this Offer by the Public Shareholders, is more than the Offer Size, then the Equity Shares validly tendered by the Public Shareholders will be accepted on a proportionate basis, in consultation with the Manager. As per Regulation 38 of the SEBI (LODR) Regulations read with rule 19A of the SCRR, the Target Company is required to maintain at least 25.00% (Twenty-Five Percent) public shareholding as determined in accordance with the SCRR, on a continuous basis for listing. Pursuant to the completion of this Offer, the public shareholding in the Target Company shall fall below the minimum level required as per Rule 19A of the SCRR, and the Acquirer will ensure that the Target Company satisfies the minimum public shareholding set out in Rule 19A of the SCRR in compliance with applicable laws, within the prescribed time, and in a manner acceptable to the Acquirer. If the Acquirer acquires Equity Shares of the Target Company during the period of 26 (Twenty-Six) weeks after the Tendering Period at a price higher than the Offer Price, then the Acquirer shall pay the difference between the highest acquisition price and the Offer Price to all Public Shareholders whose Offer Shares has been accepted in the Offer within 60 (Sixty) days from the date of such acquisition. However, no such difference shall be paid if such acquisition is made under another open offer under the SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, including subsequent amendments thereto, or open market purchases made in the ordinary course on the stock exchange, not being negotiated acquisition of Equity Shares of the Target Company in any form. The payment of consideration shall be made to all the Public Shareholders, who has tendered their Equity Shares in acceptance of the Offer within 10 (Ten) Working Days of the expiry of the Tendering Period. Credit for consideration will be paid to the Public Shareholders who has validly tendered Equity Shares in the Offer by crossed account payee cheques/pay order/demand drafts/ electronic transfer. It is desirable that Public Shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that the same can be incorporated in the cheques/demand draft/pay order. **BACKGROUND TO THE OFFER** The Acquirer has entered into a Share Purchase Agreement with the Promoter Sellers with an intent to purchase 31,17,806 (Thirty One Lakhs Seventeen Thousand Eight Hundred and Six Only) Equity Shares, representing 47.69% (Forty Seven Point Sixty Nine Percent) of the Voting Share Capital of the Target Company from the Promoter Sellers at a negotiated price of1.00/- (Rupee
One Only) per Sale Share, aggregating to an amount of31,17,806 /- ( Rupees Thirty One Lakhs Seventeen Thousand Eight Hundred and Six Only ), payable through banking channels subject to such terms and conditions as mentioned in the Share Purchase Agreement and subject to Acquirer maintaining their shareholding within the limits prescribed for minimum public shareholding with the acquisition will result in the change in control and management of the Target Company, the details of which are specified as under: **Promoter Sellers** **Acquirer** **Name of the Promoter Sellers** **No. of** **% of** **Name of the Acquirer** **No. of** **% of** **Equity** **Equity** **Equity** **Equity** **Shares** **Shares/** **Shares** **Shares/** **Voting** **Voting** **Rights** **Rights** Dhiren D. Mehta 9,14,401 13.99% Deepak Babulal Kharwad 31,17,806 47.69% Meena D. Mehta 1,74,370 2.67% Dharmen D. Mehta 3,113 0.05% Aditi D. Mehta 500 0.01% SterlingInvestment(India)Ltd. 8,35,422 12.78% Indistock Securities Limited 8,27,550 12.66% Computron Systems Pvt. Ltd. 3,62,450 5.54% **Total** **31,17,806** **47.69%** **Total** **31,17,806 47.69%** The Promoter Sellers has irrevocably agreed to relinquish the management control of the Target Company in favor of the Acquirer, subject to the receipt of all the necessary approvals and the Acquirer completing all the Offer formalities. Upon completion of the Offer, the Promoter Sellers shall cease to be promoters of the Target Company and the Acquirer shall become the new promoters of the Target Company, subject to compliance with conditions stipulated in Regulation 31A of the SEBI (LODR) Regulations. The prime object of this Offer is to acquire substantial Equity Shares and Voting Rights capital accompanied by control over the Target Company. The Acquirer intend to expand the Target Company’s business activities by carrying on additional business for commercial reasons and operational efficiencies. The Acquirer reserve the right to modify the present structure of the business in a manner which is useful to the larger interest of the shareholders. Any change in the structure that may be carried out, will be in accordance with applicable laws. **EQUITY SHAREHOLDING AND ACQUISITION DETAILS** The current and proposed shareholding pattern of the Acquirer in the Target Company and the details of the acquisition are as follows: **Details** **Acquirer** **Number of** **% of Voting** **Equity Shares** **Share Capital** Shareholdingas on the Public Announcement date Nil Nil Equity Shares acquired between the Public Announcement date and the Detailed Public Statement date Nil Nil EquityShares acquired through Share Purchase Agreement 31,17,806 47.69% EquitySharesproposed to be acquired in the Offer* 16,99,776 26.00% Post-Offer Shareholding on diluted basis on 10th (Tenth) Working Day after closing of Tendering Period* **48,17,582** **73.69%** *_Assuming all the Equity Shares which are offered are accepted in this Offer._ **OFFER PRICE** The Equity Shares bearing ISIN ‘INE668Y01016’, Scrip Code ‘508963.’ and Scrip ID ‘STRLGUA’ are presently listed on BSE Limited. The Target Company has already established connectivity with the Depositories. Based on the information available on the site of BSE Limited there has been no trading in the shares of the Target company during the 12 (Twelve) calendar months prior to the month of the Public Announcement i.e., Tuesday, March 01, 2022, to Tuesday, February 28, 2023. Hence, the Equity Shares of the Target Company are infrequently traded on the BSE Limited in accordance with the provisions of Regulation 2(1)(j) of the SEBI (SAST) Regulations. The Offer Price of1.00 (Rupee One Only) has been determined considering the parameters as set out under Regulations 8 (1)
and 8 (2) of the SEBI (SAST) Regulations, being highest of the following:
Sr. No. Particulars
Price
a)
Negotiated Price under the Share Purchase Agreement attracting the obligations to make
1.00/- a Public Announcement for the Offer (Rupee One Only) b) The volume-weighted average price paid or payable for acquisition(s) by the Acquirer, duringthe 52(Fifty-Two)weeks immediately precedingthe date of Public Announcement Not Applicable c) The highest price paid or payable for any acquisition by the Acquirer, during the 26 (Twenty-Six)weeks immediately precedingthe date of Public Announcement Not Applicable d) The volume-weighted average market price of Equity Shares for a period of 60 (Sixty) trading days immediately preceding the date of Public Announcement as traded on BSE where the maximum volume of trading in the Equity Shares of the Target Company are recorded duringsuchperiod, provided such shares are frequentlytraded Not Applicable e) Where the Equity Shares are not frequently traded, the price determined by the Acquirer (1.45) (in Rs) and the Manager considering valuation parameters per Equity Share including, book value, comparable trading multiples, and such other parameters as are customary for valuation of Equity Shares _*Chartered Accountant, Bhavesh M Rathod bearing Membership number '119158', Registration number 'and having his office_ _at, A Wing Rivali Park Complex, western Express Highway, Borivali East, Mumbai 400066 with the Email address being_ _'[email protected]', through his valuation report dated Friday, January 06, 2023, has certified that the fair value of_ _the Equity Share of Target Company is_(1.45)/- (Rupees Minus One Rupee and Forty-Five Paise Only) per Equity Share.
In view of the parameters considered and presented in the table above, in the opinion of the Acquirer and Manager, the Offer
Price of1.00/- (Rupee One Only) per Equity Share being the highest of the prices mentioned above is justified in terms of Regulation 8 (2) of the SEBI (SAST) Regulations and is payable in cash. There have been no corporate actions undertaken by the Target Company warranting adjustment of any of the relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations. The Offer Price may be adjusted in the event of any corporate actions like bonus, rights issue, stock split, consolidation, dividend, demergers, reduction, etc. where the record date for effecting such corporate actions falls between the date of this Detailed Public Statement up to 3 (Three) Working Days prior to the commencement of the Tendering Period, in accordance with Regulation 8 (9) of the SEBI (SAST) Regulations. There has been no revision in the Offer Price or to the size of this Offer as on the date of this Detailed Public Statement. In case of any revision in the Offer Price or Offer Size, the Acquirer would comply with Regulation 18 and all other applicable provisions of SEBI (SAST) Regulations. An upward revision in the Offer Price or to the size of this Offer, if any, on account of competing offers or otherwise, will be done at any time prior to the commencement of the last 1 (One) Working Day before the commencement of the Tendering Period in accordance with the provisions of Regulation 18(4) of the SEBI (SAST) Regulations. In the event of such revision, the Acquirer shall: (i) make corresponding increases to the escrow amounts, as more particularly set out in Paragraph V (E) of this Detailed Public Statement; (ii) make a public announcement in the Newspapers; and (iii) simultaneously with the issue of such announcement, inform SEBI, BSE Limited, and the Target Company at its registered office of such revision. If the Acquirer acquires Equity Shares of the Target Company during the period of 26 (Twenty-Six) weeks after the Tendering Period at a price higher than the Offer Price, the Acquirer will pay the difference between the highest acquisition price and the Offer Price, to all Public Shareholders whose Equity Shares has been accepted in the Offer within 60 (sixty) days from the date of such **V.** A. B. C. D. E. **VI.** A. B. C. D. E. F. **VII.** **VIII.** A. B. C. D. E. F. **IX.** **X.** A. B. C. D. **Place** **Date ** **IS**| This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of Equity Shares of the Target Company. There are no conditions as stipulated in the Share Purchase Agreement, the meeting of which would be outside the reasonable control of the Acquirer, and in view of which the Offer might be withdrawn under Regulation 23(1) of the SEBI (SAST) Regulations. The Equity Shares of the Target Company to be acquired by the Acquirer are fully paid-up, free from all liens, charges, and encumbrances, and together with the rights attached thereto, including all rights to dividend, bonus, and rights offer declared thereof. The Manager does not hold any Equity Shares in the Target Company as of the date of appointment as Manager to the Offer. The Manager hereby declares and undertakes that, it shall not deal in the Equity Shares of the Target Company during the period commencing from the date of their appointment as Manager until the expiry of 15 (Fifteen) Days from the date of closure of this Offer. To the best of the knowledge and belief of the Acquirer, as on the date of this Detailed Public Statement, there are no statutory or other approvals required to implement the Offer other than as indicated in Paragraph VII of this Detailed Public Statement. If any other statutory approvals are required or become applicable prior to completion of the Offer, the Offer would be subject to the receipt of such other statutory approvals. The Acquirer will not proceed with the Offer in the event such statutory approvals are refused in terms of Regulation 23 of the SEBI (SAST) Regulations. In the event of withdrawal, a public announcement will be made within 2 (Two) Working Days of such withdrawal in the Newspapers and such public announcement will also be sent to SEBI, BSE, and to the Target Company at its registered office. The Acquirer does not have any plans to alienate any significant assets of the Target Company whether by way of sale, lease, encumbrance, or otherwise for a period of 2 (Two) years except in the ordinary course of business. The Target Company’s future policy for disposal of its assets, if any, within 2 (Two) years from the completion of the Offer will be decided by its Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders through Special Resolution passed by way of postal ballot and the notice for such postal ballot shall contain reasons as to why such alienation is necessary in terms of Regulation 25(2) of SEBI (SAST) Regulations. This Detailed Public Statement is being published in the following newspapers: **Publication** **Language** **Edition** Financial Express English All Editions Jansatta Hindi All Editions Mumbai Lakshadweep Marathi Mumbai Edition The Public Shareholders who tender their Equity Shares in this Offer shall ensure that all the Equity Shares validly tendered by them are free from all liens, charges, and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof, and in accordance with the terms and conditions set forth in this Detailed Public Statement, and as will be set out in the Offer Documents, and the tendering Public Shareholders shall has obtained all necessary consents for it to sell the Offer Shares on the foregoing basis. If the aggregate number of Equity Shares validly tendered in this Offer by the Public Shareholders, is more than the Offer Size, then the Equity Shares validly tendered by the Public Shareholders will be accepted on a proportionate basis, in consultation with the Manager. As per Regulation 38 of the SEBI (LODR) Regulations read with rule 19A of the SCRR, the Target Company is required to maintain at least 25.00% (Twenty-Five Percent) public shareholding as determined in accordance with the SCRR, on a continuous basis for listing. Pursuant to the completion of this Offer, the public shareholding in the Target Company shall fall below the minimum level required as per Rule 19A of the SCRR, and the Acquirer will ensure that the Target Company satisfies the minimum public shareholding set out in Rule 19A of the SCRR in compliance with applicable laws, within the prescribed time, and in a manner acceptable to the Acquirer. If the Acquirer acquires Equity Shares of the Target Company during the period of 26 (Twenty-Six) weeks after the Tendering Period at a price higher than the Offer Price, then the Acquirer shall pay the difference between the highest acquisition price and the Offer Price to all Public Shareholders whose Offer Shares has been accepted in the Offer within 60 (Sixty) days from the date of such acquisition. However, no such difference shall be paid if such acquisition is made under another open offer under the SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, including subsequent amendments thereto, or open market purchases made in the ordinary course on the stock exchange, not being negotiated acquisition of Equity Shares of the Target Company in any form. The payment of consideration shall be made to all the Public Shareholders, who has tendered their Equity Shares in acceptance of the Offer within 10 (Ten) Working Days of the expiry of the Tendering Period. Credit for consideration will be paid to the Public Shareholders who has validly tendered Equity Shares in the Offer by crossed account payee cheques/pay order/demand drafts/ electronic transfer. It is desirable that Public Shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that the same can be incorporated in the cheques/demand draft/pay order. **BACKGROUND TO THE OFFER** The Acquirer has entered into a Share Purchase Agreement with the Promoter Sellers with an intent to purchase 31,17,806 (Thirty One Lakhs Seventeen Thousand Eight Hundred and Six Only) Equity Shares, representing 47.69% (Forty Seven Point Sixty Nine Percent) of the Voting Share Capital of the Target Company from the Promoter Sellers at a negotiated price of1.00/- (Rupee
One Only) per Sale Share, aggregating to an amount of31,17,806 /- ( Rupees Thirty One Lakhs Seventeen Thousand Eight Hundred and Six Only ), payable through banking channels subject to such terms and conditions as mentioned in the Share Purchase Agreement and subject to Acquirer maintaining their shareholding within the limits prescribed for minimum public shareholding with the acquisition will result in the change in control and management of the Target Company, the details of which are specified as under: **Promoter Sellers** **Acquirer** **Name of the Promoter Sellers** **No. of** **% of** **Name of the Acquirer** **No. of** **% of** **Equity** **Equity** **Equity** **Equity** **Shares** **Shares/** **Shares** **Shares/** **Voting** **Voting** **Rights** **Rights** Dhiren D. Mehta 9,14,401 13.99% Deepak Babulal Kharwad 31,17,806 47.69% Meena D. Mehta 1,74,370 2.67% Dharmen D. Mehta 3,113 0.05% Aditi D. Mehta 500 0.01% SterlingInvestment(India)Ltd. 8,35,422 12.78% Indistock Securities Limited 8,27,550 12.66% Computron Systems Pvt. Ltd. 3,62,450 5.54% **Total** **31,17,806** **47.69%** **Total** **31,17,806 47.69%** The Promoter Sellers has irrevocably agreed to relinquish the management control of the Target Company in favor of the Acquirer, subject to the receipt of all the necessary approvals and the Acquirer completing all the Offer formalities. Upon completion of the Offer, the Promoter Sellers shall cease to be promoters of the Target Company and the Acquirer shall become the new promoters of the Target Company, subject to compliance with conditions stipulated in Regulation 31A of the SEBI (LODR) Regulations. The prime object of this Offer is to acquire substantial Equity Shares and Voting Rights capital accompanied by control over the Target Company. The Acquirer intend to expand the Target Company’s business activities by carrying on additional business for commercial reasons and operational efficiencies. The Acquirer reserve the right to modify the present structure of the business in a manner which is useful to the larger interest of the shareholders. Any change in the structure that may be carried out, will be in accordance with applicable laws. **EQUITY SHAREHOLDING AND ACQUISITION DETAILS** The current and proposed shareholding pattern of the Acquirer in the Target Company and the details of the acquisition are as follows: **Details** **Acquirer** **Number of** **% of Voting** **Equity Shares** **Share Capital** Shareholdingas on the Public Announcement date Nil Nil Equity Shares acquired between the Public Announcement date and the Detailed Public Statement date Nil Nil EquityShares acquired through Share Purchase Agreement 31,17,806 47.69% EquitySharesproposed to be acquired in the Offer* 16,99,776 26.00% Post-Offer Shareholding on diluted basis on 10th (Tenth) Working Day after closing of Tendering Period* **48,17,582** **73.69%** *_Assuming all the Equity Shares which are offered are accepted in this Offer._ **OFFER PRICE** The Equity Shares bearing ISIN ‘INE668Y01016’, Scrip Code ‘508963.’ and Scrip ID ‘STRLGUA’ are presently listed on BSE Limited. The Target Company has already established connectivity with the Depositories. Based on the information available on the site of BSE Limited there has been no trading in the shares of the Target company during the 12 (Twelve) calendar months prior to the month of the Public Announcement i.e., Tuesday, March 01, 2022, to Tuesday, February 28, 2023. Hence, the Equity Shares of the Target Company are infrequently traded on the BSE Limited in accordance with the provisions of Regulation 2(1)(j) of the SEBI (SAST) Regulations. The Offer Price of1.00 (Rupee One Only) has been determined considering the parameters as set out under Regulations 8 (1)
and 8 (2) of the SEBI (SAST) Regulations, being highest of the following:
Sr. No. Particulars
Price
a)
Negotiated Price under the Share Purchase Agreement attracting the obligations to make
1.00/- a Public Announcement for the Offer (Rupee One Only) b) The volume-weighted average price paid or payable for acquisition(s) by the Acquirer, duringthe 52(Fifty-Two)weeks immediately precedingthe date of Public Announcement Not Applicable c) The highest price paid or payable for any acquisition by the Acquirer, during the 26 (Twenty-Six)weeks immediately precedingthe date of Public Announcement Not Applicable d) The volume-weighted average market price of Equity Shares for a period of 60 (Sixty) trading days immediately preceding the date of Public Announcement as traded on BSE where the maximum volume of trading in the Equity Shares of the Target Company are recorded duringsuchperiod, provided such shares are frequentlytraded Not Applicable e) Where the Equity Shares are not frequently traded, the price determined by the Acquirer (1.45) (in Rs) and the Manager considering valuation parameters per Equity Share including, book value, comparable trading multiples, and such other parameters as are customary for valuation of Equity Shares _*Chartered Accountant, Bhavesh M Rathod bearing Membership number '119158', Registration number 'and having his office_ _at, A Wing Rivali Park Complex, western Express Highway, Borivali East, Mumbai 400066 with the Email address being_ _'[email protected]', through his valuation report dated Friday, January 06, 2023, has certified that the fair value of_ _the Equity Share of Target Company is_(1.45)/- (Rupees Minus One Rupee and Forty-Five Paise Only) per Equity Share.
In view of the parameters considered and presented in the table above, in the opinion of the Acquirer and Manager, the Offer
Price of1.00/- (Rupee One Only) per Equity Share being the highest of the prices mentioned above is justified in terms of Regulation 8 (2) of the SEBI (SAST) Regulations and is payable in cash. There have been no corporate actions undertaken by the Target Company warranting adjustment of any of the relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations. The Offer Price may be adjusted in the event of any corporate actions like bonus, rights issue, stock split, consolidation, dividend, demergers, reduction, etc. where the record date for effecting such corporate actions falls between the date of this Detailed Public Statement up to 3 (Three) Working Days prior to the commencement of the Tendering Period, in accordance with Regulation 8 (9) of the SEBI (SAST) Regulations. There has been no revision in the Offer Price or to the size of this Offer as on the date of this Detailed Public Statement. In case of any revision in the Offer Price or Offer Size, the Acquirer would comply with Regulation 18 and all other applicable provisions of SEBI (SAST) Regulations. An upward revision in the Offer Price or to the size of this Offer, if any, on account of competing offers or otherwise, will be done at any time prior to the commencement of the last 1 (One) Working Day before the commencement of the Tendering Period in accordance with the provisions of Regulation 18(4) of the SEBI (SAST) Regulations. In the event of such revision, the Acquirer shall: (i) make corresponding increases to the escrow amounts, as more particularly set out in Paragraph V (E) of this Detailed Public Statement; (ii) make a public announcement in the Newspapers; and (iii) simultaneously with the issue of such announcement, inform SEBI, BSE Limited, and the Target Company at its registered office of such revision. If the Acquirer acquires Equity Shares of the Target Company during the period of 26 (Twenty-Six) weeks after the Tendering Period at a price higher than the Offer Price, the Acquirer will pay the difference between the highest acquisition price and the Offer Price, to all Public Shareholders whose Equity Shares has been accepted in the Offer within 60 (sixty) days from the date of such **V.** A. B. C. D. E. **VI.** A. B. C. D. E. F. **VII.** **VIII.** A. B. C. D. E. F. **IX.** **X.** A. B. C. D. **Place** **Date ** **IS**|**FINANCIAL** In terms of Re financial arran Bank and/ or Akash Prajap at Office 10, Maharashtra, vide certificate March 08, 202 The maximum Hundred and Company at t 16,99,776 (
Regulation 17
‘STRLGUA -
(Rupees Four
acceptance.
The Manager
realize the val
Based on the
Accountant, th
with the provis
In case of upw
an Escrow Ac
STATUTORY
The Target C
is mandated i
approval of R
Financial Com
number DNB
As on the date
to complete th
the Tendering
statutory appr
All Public Sha
tender the Off
with the other
right to reject
in India had re
Shares held b
Shares, to ten
such approval
The Acquirer
Working Days
are found vali
In case of del
due to any will
grant extensio
by SEBI, in te
the Acquirer in
the amount ly
In terms of Re
complied with
withdrawal, th
stating the gr
newspapers in
and the Targe
TENTATIVE S|FINANCIAL
In terms of Re
financial arran
Bank and/ or
Akash Prajap
at Office 10,
Maharashtra,
vide certificate
March 08, 202
The maximum
Hundred and
Company at t
16,99,776 ( Regulation 17 **‘STRLGUA -** (Rupees Four acceptance. The Manager realize the val Based on the Accountant, th with the provis In case of upw an Escrow Ac **STATUTORY** The Target C is mandated i approval of R Financial Com number DNB As on the date to complete th the Tendering statutory appr All Public Sha tender the Off with the other right to reject in India had re Shares held b Shares, to ten such approval The Acquirer Working Days are found vali In case of del due to any will grant extensio by SEBI, in te the Acquirer in the amount ly In terms of Re complied with withdrawal, th stating the gr newspapers in and the Targe **TENTATIVE S**|**FINANCIAL** In terms of Re financial arran Bank and/ or Akash Prajap at Office 10, Maharashtra, vide certificate March 08, 202 The maximum Hundred and Company at t 16,99,776 (
Regulation 17
‘STRLGUA -
(Rupees Four
acceptance.
The Manager
realize the val
Based on the
Accountant, th
with the provis
In case of upw
an Escrow Ac
STATUTORY
The Target C
is mandated i
approval of R
Financial Com
number DNB
As on the date
to complete th
the Tendering
statutory appr
All Public Sha
tender the Off
with the other
right to reject
in India had re
Shares held b
Shares, to ten
such approval
The Acquirer
Working Days
are found vali
In case of del
due to any will
grant extensio
by SEBI, in te
the Acquirer in
the amount ly
In terms of Re
complied with
withdrawal, th
stating the gr
newspapers in
and the Targe
TENTATIVE S|FINANCIAL
In terms of Re
financial arran
Bank and/ or
Akash Prajap
at Office 10,
Maharashtra,
vide certificate
March 08, 202
The maximum
Hundred and
Company at t
16,99,776 ( Regulation 17 **‘STRLGUA -** (Rupees Four acceptance. The Manager realize the val Based on the Accountant, th with the provis In case of upw an Escrow Ac **STATUTORY** The Target C is mandated i approval of R Financial Com number DNB As on the date to complete th the Tendering statutory appr All Public Sha tender the Off with the other right to reject in India had re Shares held b Shares, to ten such approval The Acquirer Working Days are found vali In case of del due to any will grant extensio by SEBI, in te the Acquirer in the amount ly In terms of Re complied with withdrawal, th stating the gr newspapers in and the Targe **TENTATIVE S**|**FINANCIAL** In terms of Re financial arran Bank and/ or Akash Prajap at Office 10, Maharashtra, vide certificate March 08, 202 The maximum Hundred and Company at t 16,99,776 (
Regulation 17
‘STRLGUA -
(Rupees Four
acceptance.
The Manager
realize the val
Based on the
Accountant, th
with the provis
In case of upw
an Escrow Ac
STATUTORY
The Target C
is mandated i
approval of R
Financial Com
number DNB
As on the date
to complete th
the Tendering
statutory appr
All Public Sha
tender the Off
with the other
right to reject
in India had re
Shares held b
Shares, to ten
such approval
The Acquirer
Working Days
are found vali
In case of del
due to any will
grant extensio
by SEBI, in te
the Acquirer in
the amount ly
In terms of Re
complied with
withdrawal, th
stating the gr
newspapers in
and the Targe
TENTATIVE S|FINANCIAL
In terms of Re
financial arran
Bank and/ or
Akash Prajap
at Office 10,
Maharashtra,
vide certificate
March 08, 202
The maximum
Hundred and
Company at t
`16,99,776 (
Regulation 17
‘STRLGUA -
(Rupees Four
acceptance.
The Manager
realize the val
Based on the
Accountant, th
with the provis
In case of upw
an Escrow Ac
STATUTORY
The Target C
is mandated i
approval of R
Financial Com
number DNB
As on the date
to complete th
the Tendering
statutory appr
All Public Sha
tender the Off
with the other
right to reject
in India had re
Shares held b
Shares, to ten
such approval
The Acquirer
Working Days
are found vali
In case of del
due to any will
grant extensio
by SEBI, in te
the Acquirer in
the amount ly
In terms of Re
complied with
withdrawal, th
stating the gr
newspapers in
and the Targe
TENTATIVE S|
|---|---|---|---|---|---|---|---|---|---|
|||||Sr.
No.|Tentat|ive Activity Schedule||Day and Date||
|||||1.|Issue d|ate of the Public Announcement||WednesdayMarch 15,2023||
|||||2.|Publica|tion date of the Detailed Public Statement in the Newspapers||Thursday,March 23,2023||
|||||3.|The las|t date for filingthe Draft Letter of Offer with SEBI||Friday,March 31,2023||
|||||4.|Last da|te for CompetingOffer(s)||Wednesday,April 19,2023||
|||||5.|The las
receive
the Ma|t date for receipt of comments from SEBI on the Draft Letter of Offer will be
d (in the event SEBI has not sought clarification or additional information from
nager)||Wednesday,April 26,2023||
|||||6.|Identifi|ed Date||Friday, April 28, 2023||
|||||7.|Last da
Target
Identifi|te for dispatch of the Letter of Offer to the Public Shareholders of the
Company whose names appear on the register of members on the
ed Date||Monday,May08,2023||
|||||8.|Last da
indepen
Offer in|te for publication of the recommendations of the committee of the
dent directors of the Target Company to the Public Shareholders for this
the Newspapers||Thursday,May11,2023||
|||||9.|Last da|te for upward revision of the Offer Price and/or the Offer Size||Friday,May12,2023||
|||||10.|Last da
Newsp|te of publication of opening of Offer public announcement in the
apers||Friday,May12,2023||
|||||11.|Date o|f commencement of Tendering Period||Monday, May 15, 2023||
|||||12.|Date o|f closing of Tendering Period||Friday, May 26, 2023||
|||||13.|Last da
of cons|te of communicating the rejection/ acceptance and completion of payment
ideration or refund of Equity Shares to the Public Shareholders||Friday, June 09, 2023||
|||||Note: The ab
subject to rec
may be comp
PROCEDURE
As per the pro
bearing refere
in demateriali
number ‘SEBI
to tender shar
Shareholders
of the SEBI (S
All Public Sha
Shares are eli
before the clo
appear in the
acquired Equi
Offer. The acc
receipt of the
The Offer will
form of a sep
BSE Limited||ove timelines are indicative (prepared based on timelines provided under the SEBI (SAST) Regulations) and are
eipt of statutory/regulatory approvals and may has to be revised accordingly. To clarify, the actions set out above
leted prior to their corresponding dates subject to compliance with the SEBI (SAST) Regulations.
FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF LETTER OF OFFER
visions of Regulation 40 (1) of the SEBI (LODR) Regulations and SEBI’s press release dated December 03, 2018,
nce number ‘PR 49/2018’, requests for transfer of securities shall not be processed unless the securities are held
zed form with a depository with effect from April 01, 2019. However, in accordance with SEBI bearing reference
/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020’, shareholders holding securities in physical form are allowed
es in an open offer. Such tendering shall be as per the provisions of the SEBI (SAST) Regulations. Accordingly, Public
holding Equity Shares in physical form as well are eligible to tender their Equity Shares in this Offer as per the provisions
AST) Regulations.
reholders, registered or unregistered, holding the Equity Shares in dematerialized form or holding locked-in Equity
gible to participate in this Offer at any time during the period from the Offer Opening Date and Offer Closing Date
sure of the Tendering Period. All Public Shareholders who has acquired Equity Shares but whose names do not
register of members of the Target Company on the Identified Date, or unregistered owners or those who has
ty Shares after the Identified Date, or those who has not received the Letter of Offer, may also participate in this
idental omission to send the Letter of Offer to any person to whom the Offer is made or the non-receipt or delayed
Letter of Offer by any such person will not invalidate the Offer in any way.
be implemented by the Target Company through Stock Exchange Mechanism made available by BSE Limited in the
arate window as provided under the SEBI (SAST) Regulations read with Acquisition Window Circulars.
shall be the Designated Stock Exchange for the purpose of tendering Offer Shares in the Offer.||||
|||||The Acquirer
the settlemen||has appointed Nikunj Stockbrokers Limited as the registered broker for this Offer, through whom the purchases and
t of the Offer shall be made. The contact details of the Buying Broker are as mentioned below:||||
|||||Name|||NikunjStock Brokers Limited|||
|||||Address|||A-92,Ground Floor,Left Portion,Kamla Nagar,New Delhi-110007|||
|||||Contact Nu||mber|+91-011-47030000/01|||
|||||E-mail Add||ress|[email protected]|||
|||||Contact Per||son|Mr. Pramod Kumar Sultania|||
|||||All Public Sha
(‘Selling Bro||reholders who
kers’) within t|desire to tender their Equity Shares under the Offer would has to intimate their respective stockbrokers
he normal trading hours of the secondary market during the Tendering Period.|||
|||||
THE DETAILE
OF OFFER T
ON THE IDE
EQUITY SHA
OTHER INFO
The Acquirer
Public Statem
has been obt
the accuracy
The Acquirer
Unit No. 9, Gr
India, with co
www.purvash
Standard Tim
the Tendering
Pursuant to R
Manager.
This Detailed
www.bseindia||,
D PROCEDURE FOR TENDERING THE EQUITY SHARES IN THE OFFER WILL BE AVAILABLE IN THE LETTER
HAT WOULD BE MAILED OR COURIERED TO THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY AS
NTIFIED DATE. KINDLY READ IT CAREFULLY BEFORE TENDERING THE EQUITY SHARES IN THIS OFFER.
RES ONCE TENDERED IN THE OFFER CANNOT BE WITHDRAWN BY THE PUBLIC SHAREHOLDERS.
RMATION
has accepted full and final responsibility for the information contained in the Public Announcement and this Detailed
ent and for their obligations as laid down in SEBI (SAST) Regulations. All information pertaining to the Target Company
ained from (i) publicly available sources, or (ii) any information provided or confirmed by the Target Company, and
thereof has not been independently verified by the Manager.
has appointed Purva Sharegistry (India) Private Limited, as the Registrar to the Offer, having their office located at
ound Floor, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel East, Mumbai – 400011, Maharashtra,
ntact number being ‘+022-23010771/49614132’, Email Address being ‘[email protected]’ and website
are.com. The contact person Ms. Deepali Dhuri, the contact person can be contacted from 10:00 a.m. (Indian
e) to 5:00 p.m. (Indian Standard Time) on working days (except Saturdays, Sundays, and all public holidays), during
Period.
egulation 12 of the SEBI (SAST) Regulations, the Acquirer has appointed PNB Investment Services Limited as the
Public Statement will be available and accessible on the websites of SEBI at
www.sebi.gov.in, andBSE at
.com.||||
|||||||||||
||||IS|SUED BY MA||NAGER TO THE OFFER FOR AND ON BEHALF OF THE ACQUIRERMR. DEEPAK BABULAL KHARWAD||||
|||||:Mumbai
:21-03-2023
Co||||||

In terms of Regulation 25(1) of the SEBI (SAST) Regulations, the Acquirer has adequate financial resources and has made firm financial arrangements for the implementation of the Offer in full out of their own sources/ Net-worth and no borrowings from any Bank and/ or Financial Institutions. Chartered Accountant, Akash S Prajapati bearing membership number '614785', partner at Akash Prajapati and Company (Chartered Accountants) bearing firm registration number '0158112W ' having their office located at Office 10, Mahatma Enclave, New golden nest, near Mira Bhayandar Sports Complex, Bhayander (E), Mumbai-401105, Maharashtra, India with contact details being '+91 9987908303' and Email Address being '[email protected]' has vide certificate bearing unique document identification number '23614785BGROEV5206' for Acquirer certificate dated Thursday, March 08, 2023, has certified that sufficient resources are available with the Acquirer, and for fulfilling their Offer obligations in full. The maximum consideration payable by the Acquirer to acquire up to 16,99,776 (Sixteen Lakhs Nineteen Nine Thousand Seven Hundred and Seventy-Six) Equity Shares, representing 26.00% (Twenty Six Percent) of the Voting Share Capital of the Target Company at the Offer Price of 1.00/- (Rupee One Only) per Offer Share, assuming full acceptance of the Offer aggregating to 16,99,776 (Rupees Sixteen Lakhs Nineteen Nine Thousand Seven Hundred and Seventy-Six Only). In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer has opened an Escrow Account under the name and style of ‘STRLGUA - OPEN OFFER ESCROW ACCOUNT ’ with Kotak Mahindra Bank Limited and has deposited an amount of ` 4,50,000.00/(Rupees Four Lakhs Fifty Thousand Only) i.e., more than 25.00% of the total consideration payable in the Offer, assuming full acceptance.

The Manager is duly authorized to operate the Escrow Account to the exclusion of all others and has been duly empowered to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations. Based on the aforesaid financial arrangements and on the confirmations received from the Escrow Banker and the Chartered Accountant, the Manager is satisfied with the ability of the Acquirer to fulfill their obligations in respect of this Offer in accordance with the provisions of SEBI (SAST) Regulations.

In case of upward revision of the Offer Price and/or the Offer Size, the Acquirer would deposit appropriate additional amount into an Escrow Account to ensure compliance with Regulation 18(5) of the SEBI (SAST) Regulations, prior to effecting such revision.

STATUTORY AND OTHER APPROVALS

The Target Company, being a Non-Deposit taking Non-Banking Finance Company registered with the Reserve Bank of India, is mandated in an event of any acquisition or transfer of control of Non-Banking Finance Company, to seek and obtain prior approval of Reserve Bank of India in terms of Paragraph 61 of Chapter – IX of Section III of Master Direction – Non-Banking Financial Company – Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 bearing notification number DNBR.PD.007/03.10.119/2016-17 dated September 01, 2016. As on the date of this Detailed Public Statement, to the knowledge of the Acquirer, there are no other statutory approvals required to complete this Offer. However, in case of any such statutory approvals are required by the Acquirer later before the expiry of the Tendering Period, this Offer shall be subject to such approvals and the Acquirer shall make the necessary applications for such statutory approvals.

All Public Shareholders, including non-resident holders of Equity Shares, must obtain all requisite approvals required, if any, to tender the Offer Shares (including without limitation, the approval from the Reserve Bank of India) and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer reserve the right to reject such Equity Shares tendered in this Offer. Further, if the holders of the Equity Shares who are not persons resident in India had required any approvals (including from the Reserve Bank of India, or any other regulatory body) in respect of the Equity Shares held by them, He will be required to submit such previous approvals, that He would has obtained for holding the Equity Shares, to tender the Offer Shares, along with the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirer reserve the right to reject such Offer Shares. The Acquirer shall complete all procedures relating to the payment of consideration under this Offer within a period of 10 (Ten) Working Days from the date of expiry of the Tendering Period to those Public Shareholders who has tendered Equity Shares and are found valid and are accepted for acquisition by the Acquirer.

In case of delay in receipt of any statutory approval, SEBI may, if satisfied that delayed receipt of the requisite approvals was not due to any willful default or neglect of the Acquirer or the failure of the Acquirer to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to the Public Shareholders as directed by SEBI, in terms of Regulation 18(11) of the SEBI (SAST) Regulations. Further, if a delay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, Regulation 17(9) of the SEBI (SAST) Regulations will also become applicable and the amount lying in the Escrow Account shall become liable for forfeiture.

In terms of Regulation 23(1) of the SEBI (SAST) Regulations, if the approvals mentioned in Paragraph VII (A) are not satisfactorily complied with or any of the statutory approvals are refused, the Acquirer has a right to withdraw the Offer. In the event of withdrawal, the Acquirer (through the Manager), shall within 2 (Two) Working Days of such withdrawal, make an announcement stating the grounds for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations, in the same newspapers in which the Detailed Public Statement was published, and such announcement will also be sent to SEBI, BSE Limited, and the Target Company at its registered office.

TENTATIVE SCHEDULE OF ACTIVITY

Sr. No. 1.	Tentative Activity Schedule Issue date of the Public Announcement	Day and Date WednesdayMarch 15,2023
2.	Publication date of the Detailed Public Statement in the Newspapers	Thursday,March 23,2023
3. 4. 5.	The last date for filingthe Draft Letter of Offer with SEBI Last date for CompetingOffer(s) The last date for receipt of comments from SEBI on the Draft Letter of Offer will be received (in the event SEBI has not sought clarification or additional information from the Manager)	Friday,March 31,2023 Wednesday,April 19,2023 Wednesday,April 26,2023
6.	Identified Date	Friday, April 28, 2023
7.	Last date for dispatch of the Letter of Offer to the Public Shareholders of the
	Target Company whose names appear on the register of members on the
8. 9. 10.	Identified Date Last date for publication of the recommendations of the committee of the independent directors of the Target Company to the Public Shareholders for this Offer in the Newspapers Last date for upward revision of the Offer Price and/or the Offer Size Last date of publication of opening of Offer public announcement in the	Monday,May08,2023 Thursday,May11,2023 Friday,May12,2023
	Newspapers	Friday,May12,2023
11.	Date of commencement of Tendering Period	Monday, May 15, 2023
12. 13.	Date of closing of Tendering Period Last date of communicating the rejection/ acceptance and completion of payment of consideration or refund of Equity Shares to the Public Shareholders	Friday, May 26, 2023 Friday, June 09, 2023

Note: The above timelines are indicative (prepared based on timelines provided under the SEBI (SAST) Regulations) and are subject to receipt of statutory/regulatory approvals and may has to be revised accordingly. To clarify, the actions set out above may be completed prior to their corresponding dates subject to compliance with the SEBI (SAST) Regulations.

PROCEDURE FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF LETTER OF OFFER

As per the provisions of Regulation 40 (1) of the SEBI (LODR) Regulations and SEBI’s press release dated December 03, 2018, bearing reference number ‘PR 49/2018’, requests for transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository with effect from April 01, 2019. However, in accordance with SEBI bearing reference number ‘SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020’, shareholders holding securities in physical form are allowed to tender shares in an open offer. Such tendering shall be as per the provisions of the SEBI (SAST) Regulations. Accordingly, Public Shareholders holding Equity Shares in physical form as well are eligible to tender their Equity Shares in this Offer as per the provisions of the SEBI (SAST) Regulations.

All Public Shareholders, registered or unregistered, holding the Equity Shares in dematerialized form or holding locked-in Equity Shares are eligible to participate in this Offer at any time during the period from the Offer Opening Date and Offer Closing Date before the closure of the Tendering Period. All Public Shareholders who has acquired Equity Shares but whose names do not appear in the register of members of the Target Company on the Identified Date, or unregistered owners or those who has acquired Equity Shares after the Identified Date, or those who has not received the Letter of Offer, may also participate in this Offer. The accidental omission to send the Letter of Offer to any person to whom the Offer is made or the non-receipt or delayed receipt of the Letter of Offer by any such person will not invalidate the Offer in any way.

The Offer will be implemented by the Target Company through Stock Exchange Mechanism made available by BSE Limited in the form of a separate window as provided under the SEBI (SAST) Regulations read with Acquisition Window Circulars. BSE Limited shall be the Designated Stock Exchange for the purpose of tendering Offer Shares in the Offer.

The Acquirer has appointed Nikunj Stockbrokers Limited as the registered broker for this Offer, through whom the purchases and the settlement of the Offer shall be made. The contact details of the Buying Broker are as mentioned below: Name NikunjStock Brokers Limited Address A-92,Ground Floor,Left Portion,Kamla Nagar,New Delhi-110007
Contact Number +91-011-47030000/01
E-mail Address [email protected] Contact Person Mr. Pramod Kumar Sultania All Public Shareholders who desire to tender their Equity Shares under the Offer would has to intimate their respective stockbrokers (‘Selling Brokers’) within the normal trading hours of the secondary market, during the Tendering Period.

THE DETAILED PROCEDURE FOR TENDERING THE EQUITY SHARES IN THE OFFER WILL BE AVAILABLE IN THE LETTER OF OFFER THAT WOULD BE MAILED OR COURIERED TO THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY AS ON THE IDENTIFIED DATE. KINDLY READ IT CAREFULLY BEFORE TENDERING THE EQUITY SHARES IN THIS OFFER. EQUITY SHARES ONCE TENDERED IN THE OFFER CANNOT BE WITHDRAWN BY THE PUBLIC SHAREHOLDERS. OTHER INFORMATION

The Acquirer has accepted full and final responsibility for the information contained in the Public Announcement and this Detailed Public Statement and for their obligations as laid down in SEBI (SAST) Regulations. All information pertaining to the Target Company has been obtained from (i) publicly available sources, or (ii) any information provided or confirmed by the Target Company, and the accuracy thereof has not been independently verified by the Manager.

The Acquirer has appointed Purva Sharegistry (India) Private Limited, as the Registrar to the Offer, having their office located at Unit No. 9, Ground Floor, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel East, Mumbai – 400011, Maharashtra, India, with contact number being ‘+022-23010771/49614132’, Email Address being ‘[email protected]’ and website www.purvashare.com. The contact person Ms. Deepali Dhuri, the contact person can be contacted from 10:00 a.m. (Indian Standard Time) to 5:00 p.m. (Indian Standard Time) on working days (except Saturdays, Sundays, and all public holidays), during the Tendering Period. Pursuant to Regulation 12 of the SEBI (SAST) Regulations, the Acquirer has appointed PNB Investment Services Limited as the Manager. This Detailed Public Statement will be available and accessible on the websites of SEBI at www.sebi.gov.in, and BSE at www.bseindia.com.

ISSUED BY MANAGER TO THE OFFER FOR AND ON BEHALF OF THE ACQUIRERMR. DEEPAK BABULAL KHARWAD

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PNB Investment Services Limited CIN: U65191DL2009GOI187146 SEBI Reg. No .: INM000012546 Contact Person : Mrs. Menka Jha/Mr. Srinath Nair Registered Office Address: 10, Rakesh Deep Building, Yusuf Sarai Commercial Complex, Gulmohar Enclave New Delhi-110049, Delhi, India Corporate Office: PNB Pragati Towers , 2[nd] Floor, C-9, G- Block, Bandra Kurla Complex Bandra (E), Mumbai- 400 051, Maharashtra, India Tel. No .: +91-22 26726259; Email : [email protected]/[email protected]; SEBI Registration No .: INM000012306

AI assistant

TRUSTWAVE SECURITIES LIMITED M&A Activity 2023

63808_rns_2023-03-23_c1bbf6ce-1a60-41e0-be11-7bb8a54ff237.pdf

Ref.: BSE/001/PNBISL/23032023/SGFL

Date: March 23, 2023

SUB: SUBMISSION OF DETAILED PUBLIC STATEMENT WITH THE PROVISIONS OF REGULATIONS 13 (4), 14 (3), 15 (2) AND SUCH OTHER APPLICABLE PROVISIONS AND IN ACCORDANCE WITH THE REQUIREMENTS UNDER THE SEBI (SAST) REGULATIONS.

For PNB Investment Services Limited

FINANCIAL ARRANGEMENTS

STATUTORY AND OTHER APPROVALS

TENTATIVE SCHEDULE OF ACTIVITY

PROCEDURE FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF LETTER OF OFFER

AI assistant

TRUSTWAVE SECURITIES LIMITED — M&A Activity 2023

63808_rns_2023-03-23_c1bbf6ce-1a60-41e0-be11-7bb8a54ff237.pdf

Ref.: BSE/001/PNBISL/23032023/SGFL

Date: March 23, 2023

SUB: SUBMISSION OF DETAILED PUBLIC STATEMENT WITH THE PROVISIONS OF REGULATIONS 13 (4), 14 (3), 15 (2) AND SUCH OTHER APPLICABLE PROVISIONS AND IN ACCORDANCE WITH THE REQUIREMENTS UNDER THE SEBI (SAST) REGULATIONS.

For PNB Investment Services Limited

FINANCIAL ARRANGEMENTS

STATUTORY AND OTHER APPROVALS

TENTATIVE SCHEDULE OF ACTIVITY

PROCEDURE FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF LETTER OF OFFER

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