UltraTech Cement Ltd — Major Shareholding Notification 2019

Jul 12, 2019

Birla Group Holdings Private Limited

Regd. Office : Industry House, 159, Churchgate Reclamation, Mumbai - 400 020 CIN: U67120MH1980PTC023476

12.07.2019

$1.$ BSE Limited 25^th Floor Phiroze Jeejebhoy Towers, Dalal Street Mumbai - 400001

The National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex, Bandra (East) Mumbai - 400 051

Dear Sirs.

Sub: Disclosure under Regulation 10 (6) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

We hereby inform you that the Hon'ble National Company Law Tribunal, Mumbai Bench vide its order dated 09.05.2019 has approved the Scheme of Amalgamation amongst (i) Trapti Trading & Investments Private Limited, (ii) Turquoise Investments and Finance Private Limited, (iii) Gwalior Properties and Estates Private Limited, (iv) Seshasayee Properties Private Limited, (v) BGH Exim Private Limited and (vi) TGS Investment & Trade Private Limited (collectively known as 'Transferor Companies') with Birla Group Holdings Private Limited ('Transferee Company') and their respective shareholders.

Subsequently, we have obtained certified copy of the said Order on 10.06.2019.

We have filed the said Order with the ROC on 08.07.2019 and the said Scheme has become effective and consequently all the assets / liabilities of the Transferor Companies have stood transferred to and vested in Birla Group Holdings Private Limited (the Transferee Company).

Prior to the said vesting, the Transferor Companies were holding the following equity shares of UltraTech Cement Limited:

	Sr. No. Name of the Transferor Companies	No. of Equity shares held $(1(0.00\%)$
	Trapti Trading & Investments Private Limited
$\overline{2}$	Turquoise Investments and Finance Private 1 (0.00%) Limited
	Total	$2(0.00\%)$

Thus, all the above 2 equity shares of UltraTech Cement Limited held by the aforesaid Transferor Companies have vested in us on 08.07.2019.

Accordingly, our holding of Equity Shares in UltraTech Cement Limited has increased from existing 1 (0.00%) shares to 3 (0.00%) shares.

Birla Group Holdings Private Limited

Regd. Office : Industry House, 159, Churchgate Reclamation, Mumbai - 400 020 CIN: U67120MH1980PTC023476

We enclose herewith the requisite disclosure under Regulation 10 (6) - A Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in the prescribed format duly filled in.

We have also made other filings required under Regulation 29 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The above is for your information, reference, record and doing the needful in the matter.

Thanking you,

Yours faithfully, For Birla Group Holdings Private Limited

(Shrikant Chavan) Company Secretary

Encl: as above

cc: UltraTech Cement Limited Ahura Centre, 2nd Floor, B Wing, Mahakali Caves Road. Andheri (East). Mumbai - 400 093.

Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulatio

$\mathbf{1}$	Name of the Target Company (TC)	UltraTech Cement Limited
$\overline{2}$	Name of the acquirer(s)	Birla Group Holdings Private Limited
3	Name of the stock exchange where	1.BSE Limited
	shares of the TC are listed	2. National Stock Exchange of India Limited
$\overline{4}$	Details of the transaction including rationale, if any, for the transfer/ acquisition of shares.	Vesting of equity shares pursuant to the Scheme of Amalgamation amongst Trapti Trading & Investments Private Limited, Turquoise Investments and Finance Private Limited, Gwalior Properties and Estates Private Limited, Seshasayee Properties Private Limited, BGH Exim Private Limited and TGS Investment & Trade Private Limited (collectively known as 'Transferor Companies') with Birla Group Holdings Private Limited ('Transferor Company') and their respective shareholders sanctioned by the National Company Law Tribunal, Mumbai Bench vide its Order dated 09.05.2019 and filed with ROC on 08.07.2019.
5	Relevant regulation under which the acquirer is exempted from making open offer.	Regulation 10(1)(d)(iii)
6	Whether disclosure of proposed acquisition was required to be made under regulation 10 (5) and if SO, Whether disclosure was made $\overline{\phantom{0}}$ and whether it was made within the timeline specified under the regulations. Date of filing with the stock $\overline{\phantom{m}}$ exchange.	Not Applicable
$\overline{7}$	Details of acquisition	Disclosures required to be made under regulation 10(5)	Whether the disclosures under regulation 10(5) are actually made
	Name of the transferor / seller а.
	b. Date of acquisition c. Number of shares/ voting rights in respect of the acquisitions from each person mentioned in 7(a) above d. Total shares proposed to be acquired / actually acquired as a	Not Applicable
	% of diluted share capital of TC e. Price at which shares are proposed to be acquired $\frac{1}{2}$ actually acquired

8	Shareholding details	Pre-Transaction		Post-Transaction
		No. of shares	% w.r.t.	No. of shares	% w.r.t. to
		held	to total	held	total share
			share		capital of
			capital		TC
			of TC
a	Each Acquirer / Transferee(*)
	Birla Group Holdings Private Limited	1	0.00%	3	0.00%
	TOTAL	1	0.00%	3	$0.00\%$
$\mathbf b$	Each Seller / Transferor
	Trapti Trading And Investments Private Limited		$0.00\%$
	Turquoise Investments and Finance Private Limited	1	$0.00\%$
	TOTAL	$\overline{2}$	0.00%

* Note 1: Total Promoter / Promoter Group Shareholding (including GDRs) before acquisition: 61.69%.

Note 2: Total Promoter / Promoter Group Shareholding (including GDRs) after Vesting of shares pursuant to the Scheme of Amalgamation: 61.69%.

Note:

• (*) Shareholding of each entity shall be shown separately and then collectively in a group. $\bullet$
• The above disclosure shall be signed by the acquirer mentioning date & place. In case, $\bullet$ there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

For Birla Group Holdings Private Limited

(Shrikant Chavan) Company Secretary

Place: Mumbai

Date: 12.07.2019