Unichem Laboratories Ltd. — M&A Activity 2024

Sep 3, 2024

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September 3, 2024

BSE LIMITED Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400001

National Stock Exchange of India Ltd, Exchange Plaza, 5[th] Floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

Scrip Code: 506690

Scrip Code: UNICHEMLAB

Dear Sir/Madam

Sub.: Submission of Advertisement Published in Newspapers regarding registered office shifted w.e.f. 01.09.2024

With reference to the above, please find enclosed herewith Copies of newspaper advertisement published in the following newspapers on September 2, 2024.

1. Mumbai edition of Business Standard

2. Mumbai Lakshdeep, Marathi Mumbai edition

This is for your information and record.

Thanking you,

For UNICHEM LABORATORIES LIMITED

PRADEEP Digitally signed by PRADEEP BHANDARI BHANDARI Date: 2024.09.03 11:27:31 +05'30' PRADEEP BHANDARI Head- Legal & Company Secretary

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4

MUMBAI | MONDAY, 2 SEPTEMBER 2024

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PUBLIC NOTICE

Under the instructions of my clients notice is given to the public at large that Mr. Ashok Bansilal Shah was the co-owner of the Flat no. 901, 9th floor, admeasuring about 57.24 sq.mt. built-up area in the building known as “PAVAPURI” Co-operative Housing Society Limited, Padmavati Nagar Complex, 150 ft. Road, Bhayandar (West), Thane 401101 alongwith Mrs. Daksha Ashok Shah. The said Mr. Ashok Bansilal Shah died intestate on 12/06/2022 leaving behind Mrs. Daksha Ashok Shah (wife), Mrs. Rupali Dhimant Vora (married Daughter) & Mrs. Ruchi Neelay Sampat (married Daughter) as his only surviving Legal Heirs. . Any person/s having any claim or claims in respect of the said property or to any part thereof is hereby requested to intimate to the undersigned in writing at the address mentioned below of within 15 days from the date of publication hereof, failing which it shall be presumed that there are no claims and that claims, if any, have been waived off and the undersigned shall proceed to issue a No Claim Certificate in respect of the same. Place: Mumbai Date: 02/09/2024 Sd/Adv. Shailesh M. Shetty A-001, Gauri Apartment,D.N.Mhatre Road, Nr. St. Rock’s college, Borivali(W), Mumbai-400 103.

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VIII.	TENTATIVE SCHEDULE OF ACTIVITY	TENTATIVE SCHEDULE OF ACTIVITY
	Activity	Day and Date
	Date of issue of the Public Announcement	Wednesday,August 28,2024
	Date forpublication of Detailed Public Statement in the newspapers	Monday,September 02,2024
	Last date forpublication of Detailed Public Statement in the newspapers	Wednesday,September 04,2024
	Last date for filingof the Draft Letter of Offer with SEBI	Monday,September 09,2024
	Last date forpublic announcement for a CompetingOffer	Tuesday,September 24,2024
	Last date for receipt of SEBI observations on the Draft Letter of Offer (in the event SEBI has not sought clarifications or additional information from the Manager)	Tuesday, October 01, 2024
	Identified Date*	FridayOctober 042024
	Last date by which the Letter of Offer after duly incorporating SEBI’s comments to the Draft Letter of Offer, is required to be dispatched to the Public Shareholders whose names appear on the register of members on the Identified Date	, , Friday, October 11, 2024
	Last Date by which the committee of the independent directors of the Target Company shall give its recommendation on the Offer to the Public Shareholders	Wednesday, October 16, 2024
	Last date for upward revision of the Offerprice/ Offer size	Thursday,October 17,2024
	Last date of publication of the Offer opening public announcement, announcing the schedule of activities of this Offer, status of statutory and other approvals, if any, and procedure for tendering acceptances, in the newspapers in which this Detailed Public Statement has been published	Thursday, October 17, 2024
	Date of commencement of TenderingPeriod(‘Offer Opening Date’)	Friday,October 18,2024
	Date of expiryof TenderingPeriod(‘Offer Closing Date’)	Thursday,October 31,2024
	Date by which all requirements including payment of consideration, rejection/acceptance and return of Equity Shares to the Public Shareholders of the Target Company whose Equity Shares have been rejected in this Offer	Monday, November 18, 2024
	*Identified Date is only for the purpose of determining the Public Shareholders as on such date to whom the Letter of Offer would be sent in accordance with the SEBI (SAST) Regulations. It is clarified that all the Public Shareholders (even if they acquire Equity Shares and become shareholders of the Target Company after the Identified Date) are eligible to participate in this Offer any time during the Tendering Period. 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 have 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;

Consequently, the Acquirers shall acquire substantial 5. Expanded Voting Share Capital along with complete control over the management of the Target Company 6. after the successful completion of this Offer. Equity Shares / Voting Number of Equity Shares 57,50,000 rights acquired/ % vis-à-vis Expanded 56.64% 7. proposed to be Acquired Voting Share Capital Total Consideration for Equity Shares / Voting ` 37,37,50,000.00/- Rights acquired Mode of payment (Cash/ securities) Cash Regulation which has triggered Regulations 3(1) and 4 of the SEBI (SAST) Regulations

The Promoters have irrevocably agreed to relinquish the management control of the Target Company in favor of Acquirers, subject to the receipt of all the necessary approvals and Acquirers completing all the Offer formalities. The Promoters have undertaken that, upon completion of the Offer, they shall in accordance and compliance with the provisions of Regulation 31A(10) of SEBI (LODR) Regulations make an application for re-classification of themselves into the public category of the Target Company subject to the compliance of the SEBI (LODR) Regulations The prime object of this Offer is to acquire substantial Equity Shares and Expanded Voting Share Capital accompanied by control over the Target Company. The Acquirers intend to expand the Target Company’s business activities by carrying on additional business for commercial reasons and operational efficiencies. The Acquirers 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.

• IV. EQUITY SHAREHOLDING AND ACQUISITION DETAILS

• The current and proposed shareholding pattern of Acquirers in the Target Company and the details of the acquisition are as follows:

Details	Mr. Mangi Lal Goenka, Acquirer 1	Mr. Mangi Lal Goenka, Acquirer 1	Mr. Sunil Kumar Goenka, Acquirer 2 Mr. Binod Kumar Goenka, Acquirer 3	Mr. Sunil Kumar Goenka, Acquirer 2 Mr. Binod Kumar Goenka, Acquirer 3	Mr. Dilip Kumar Goenka, Acquirer 4 Total	Mr. Dilip Kumar Goenka, Acquirer 4 Total
	Number of Equity Shares	% of Expanded Voting Share Capital	Number of Equity Shares	% of Expanded Voting Share Capital Number of Equity Shares % of Expanded Voting Share Capital E	Number of quity Shares % of Expanded Voting Share Capital Number of Equity Shares	% of Expanded Voting Share Capital
Shareholdingas on the Public Announcement date	-	0.00%	-	0.00% - 0.00%	- 0.00% -	0.00%
Equity Shares acquired between the Public Announcement date and the Detailed Public Statement date	-	0.00%	-	0.00% - 0.00%	- 0.00% -	0.00%
EquityShares acquired through Share Subscription Agreement
(a) Preferential Issue of EquityShares	5,25,000	5.17%	5,25,000	5.17% 11,55,000 11.38%	19,95,000 19.65% 42,00,000	41.38%
(b) Preferential Issue of Convertible Warrants (1 Warrant is convertible into 1 Equity Share of the Target Company) (assumingWarrants are converted into EquityShares)	1,93,750	1.91%	1,93,750	1.91% 4,26,250 4.20%	7,36,250 7.25% 15,50,000	15.27%
EquitySharesproposed to be acquired in the Offer	-	-	-	- - -	- - 26,39,273	26.00%
Post-Offer Shareholding assuming full acceptance of the Offer Shares in the Offer, on diluted basis on 10thWorking Day after closing of Tendering Period	7,18,750	7.08%	7,18,750	7.08% 15,81,250 15.58%	27,31,250 26.91% 83,89,273	82.64%

1. In terms of Regulation 18(2) of the SEBI (SAST) Regulations, the Letter of Offer will be issued within 7 Working Days from the date of receipt of SEBI observations on the Draft Letter of Offer.

V. OFFER PRICE 3. The Manager is duly authorized to operate the Escrow Account to the exclusion of all others and has been duly 1. The Equity Shares of the Target Company bearing ISN ‘INE348N01034’ are presently listed on the BSE bearing Scrip empowered to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations. ID ‘MANBRO’ and Scrip Code ‘512595’. 4. The Acquirers have confirmed that they have, and they will continue to have, and maintain sufficient means and firm

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

IX.

1. The Acquirers have confirmed that they have, and they will continue to have, and maintain sufficient means and firm arrangements to enable compliance with their payment obligations under the Offer.

The Open Offer will be implemented by the Acquirers through the Stock Exchange Mechanism made available by the BSE Limited in the form of a separate window (‘ Acquisition Window ’), in accordance with SEBI (SAST) Regulations and the SEBI Circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, as amended from time to time, read with the SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, as amended from time to time and SEBI Circular SEBI/HO/CFD/ DCR-III/CIR/P/2021/615 dated August 13, 2021 (‘ Acquisition Window Circulars ’). As per SEBI Circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, as amended from time to time and SEBI master circular SEBI/HO/CFD/PoD-1/P/ CIR/2023/31 dated February 16, 2023, as amended from time to time and notices/ guidelines issued by BSE and the Clearing Corporation in relation to the mechanism/ process for the acquisition of shares through the stock exchange pursuant to the tender offers under takeovers, buy back and delisting, as amended and updated from time to time (‘Acquisition Window Circulars’). The facility for acquisition of Equity Shares through the stock exchange mechanism pursuant to the Offer shall be available on BSE in the form of the Acquisition Window.

2. The trading turnover in the Equity Shares of the Target Company on BSE based on trading volume during the 12 calendar months prior to the month of Public Announcement (August 01, 2023, to July 31, 2024) have been obtained from www.bseindia.com, as given below:

3. In case of upward revision of the Offer Price and/or the Offer Size, the Acquirers 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.

Stock Total no. of Equity Shares traded during Total no. of listed Trading turnover Exchange the 12 calendar months prior to the Equity Shares (as % of Equity Shares 6. month of Public Announcement listed) BSE Limited 36,673 5,01,050 7.32% Based on the information provided above, the Equity Shares of the Target Company are infrequently traded on the BSE within the meaning of explanation provided in regulation 2(1)(j) of the SEBI (SAST) Regulations. 1. 3. The Offer Price of 65.00/- is justified in terms of Regulation 8 of the SEBI (SAST) Regulations, being more than highest of the following: **Sr. Particulars Price No.** 2. a) Negotiated Price under the Share Subscription Agreement attracting the obligations to make a Public Announcement for the Offer 65.00/a) The volume-weighted average price paid or payable for acquisition(s) by Acquirers, during the 52 weeks immediately preceding the date of Public Announcement Nil b) The highest price paid or payable for any acquisition by Acquirers, during the 26 weeks immediately preceding the date of Public Announcement Nil c) The volume-weighted average market price of Equity Shares for a period of 60 trading days immediately preceding the date of Public Announcement as traded on BSE where Not Applicable the maximum volume of trading in the Equity Shares of the Target Company are recorded during such period, provided such shares are frequently traded d) Where the Equity Shares are not frequently traded, the price determined by Acquirers and the Manager considering valuation parameters per Equity Share including, ` 3.01/book value, comparable trading multiples, and such other parameters as are customary for valuation of Equity Shares e) The per equity share value computed under Regulation 8(5) of SEBI (SAST) Not Applicable, Regulations, if applicable since this is not an indirect acquisition of Equity Shares

1. Based on the aforesaid financial arrangements and on the confirmations received from the Escrow Banker and the Chartered Accountant, the Manager is satisfied about the ability of Acquirers to fulfill their obligations in respect of this Offer in accordance with the provisions of SEBI (SAST) Regulations.

STATUTORY AND OTHER APPROVALS

VII.

As of the date of this Detailed Public Statement, to the knowledge of Acquirers, there are no statutory approvals required to complete this Offer. However, in case of any such statutory approvals are required by Acquirers at a later date before 2. the expiry of the Tendering Period, this Offer shall be subject to such approvals and Acquirers shall make the necessary applications for such statutory approvals.

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 have 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 have acquired Equity Shares after the Identified Date, or those who have 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 Acquisition Window will be provided by the Designated Stock Exchange to facilitate placing of sell orders. The Selling Broker can enter orders for dematerialized Equity Shares. Before placing the bid, the concerned Public Shareholder/Selling Broker would be required to transfer the tendered Equity Shares to the special account of Indian Clearing Corporation Limited (‘ Clearing Corporation ’), by using the settlement number and the procedure prescribed by the Clearing Corporation.

The salient features of the Share Subscription Agreement are set out as below:

2.1. On Wednesday, August 28, 2024, the Board of Directors of the Target Company approved for proposed issue and allotment of 53,00,000 Equity Shares representing 52.21% of the Expanded Voting Share Capital of the Target Company at an issue price of 65.00/- per Equity Share (including a share premium of 55.00/- per Equity Share), out of which 3. (i) 42,00,000 Equity Shares representing 41.38% of the Expanded Voting Share Capital is proposed to be issued and allotted to the Acquirers; and (ii) 11,00,000 Equity Shares of Face Value of ` 10 each representing 10.83% of the Expanded Voting Share Capital is proposed to be issued and allotted to the other Non-Promoters investors.

2.2. The Board of the Target Company has also approved issue and allotment of 43,50,000 Warrants of 65.00/- each convertible into 1 Equity Share at a premium of 55.00/- per Equity Share, out of which (i) 15,50,000 Warrants of 65.00/- each convertible into 1 Equity Share is proposed to be allotted to Acquirers and (ii) Balance 28,00,000 Warrants of 65.00/- each convertible into 1 Equity Share are proposed to be issued and allotted to the other Non-Promoters Investors. 4.

2.3. The Acquirers have warranted and confirmed, that the Target Company is undertaking preferential issue at the behest of the Acquirers so as to cross over the minimum open offer limit of 25.00% of the paid-up share capital of the Target Company. As such, the existing Promoters and the existing Board of Directors are undertaking the process only to 5. facilitate the said takeover by the Acquirers of the Target Company. The existing Promoters and the existing Board of Director shall not in any way be liable for acts undertaken by the Acquirers and shall not be responsible for utilization of funds. The Acquirers shall ensure that they and their and their heirs, appointed intermediaries and attorneys, shall utilize the funds for purpose as specified in Notice to be sent to shareholders for seeking their approval for the proposed preferential issue. The Acquirers further warrants and confirms that they shall hold the existing promoters and the existing Board of Directors harmless and shall reimburse all expenses of undertaking the issue and shall also 6. reimburse damages, costs, legal expenses, etc. incurred for defending the existing Promoters, existing Board of Director and the Target Company from any future regulatory inquiry or legal action or adjudication or penalties or settlement proceedings dues.

*Cost Accountant, Mr. Suman Kumar Verma, bearing Membership number '28453', IBBI Registered Valuer Registration number 'IBBI/RV/05/2019/12376' and having his office at WZ-D-9 Lane No.5, Mahavir Enclave, Palam Colony, New Delhi -110045 with the Email address being 'cmaskverma@gmail.com', through his valuation report dated Wednesday, August 28, 2024, has certified that the fair value of the Equity Share of Target Company is _3.01/- per Equity Share._ In view of the parameters considered and presented in the table above, in the opinion of Acquirers and Manger, the Offer Price of 65.00/- per Offer 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.

Shareholder/Selling Broker would be required to transfer the tendered Equity Shares to the special account of Indian Clearing Corporation Limited (‘Clearing Corporation’), by using the settlement number and the procedure prescribed by the Clearing Corporation.	Shareholder/Selling Broker would be required to transfer the tendered Equity Shares to the special account of Indian Clearing Corporation Limited (‘Clearing Corporation’), by using the settlement number and the procedure prescribed by the Clearing Corporation.
The Acquirers have appointed Nikunj Stock Brokers Limited as the registered broker (Buying Broker) for the Open 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,India
Contact Number	+91-011-47030017 -18
E-mail Address	complianceofficer@nikunjonline.com
Contact Person	Mr. Pramod Kumar Sultania
All Public Shareholders who desire to tender their Equity Shares under the Offer would have to intimate their respective stockbrokers (‘Selling Brokers’) within the normal trading hours of the secondary market, during the Tendering Period.

2.4. There will be a change in the control of the Target Company, since post-preferential allotment of Equity Shares and Convertible Warrants, as the proposed Acquirers, will have substantial acquisition of Equity Shares or Voting Rights accompanied with complete change in control and management of the Target Company. Subsequently, pursuant to the completion of Offer, the Equity Shares held by the existing Promoters will be reclassified as public in accordance with 7. the provisions of Regulation 31A of the SEBI (LODR) Regulations.

1. Based on the confirmation provided by Target Company and based on the information available on the website of the BSE, since the date of the Public Announcement, there have been no corporate actions by the Target Company warranting adjustment of the relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations. 5. 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 Working Days prior to the commencement of the Tendering Period, in accordance with Regulation 8 (9) of the SEBI (SAST) Regulations. However, no adjustment shall be made for dividend with a record date falling during such period except where the dividend per share is more than 50.00% higher than the average of the dividend per share paid during the 3 Financial Years preceding the date of Public Announcement. 6. As on date of this Detailed Public Statement, 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 Acquirers would comply with Regulation 18 and all other applicable provisions of SEBI (SAST) Regulations.

2.5. The Acquirers have warranted that neither they nor their heirs, appointed intermediaries, or attorneys shall cause the Period. Target Company, its Board of Directors, or existing Promotors to utilize the funds raised through the Preferential Issue 8. The cumulative quantity tendered shall be displayed on Designated Stock Exchange’s website accessible at of Securities before obtaining SEBI’s approval for the open offer made by the Acquirers. The Target Company may only www.bseindia.com throughout the trading session at specific intervals by Designated Stock Exchange during the use the funds after receiving SEBI’s approval for the open offer towards attainment of object as mentioned in the notice Tendering Period. of Shareholders meeting for preferential issue of shares. 9. Equity Shares should not be submitted / tendered to the Manager, the Acquirers, or the Target Company 2.6. The Target Company has agreed and undertaken that it shall utilize the proceeds of the Investment Amount solely to X. THE DETAILED PROCEDURE FOR TENDERING THE EQUITY SHARES IN THE OFFER WILL BE AVAILABLE the Growth of Company as set below: IN THE LETTER OF OFFER THAT WOULD BE MAILED OR COURIERED TO THE PUBLIC SHAREHOLDERS 2.6.1. Meet funding requirements for Business Expansion: 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 2.6.2. Meet working capital requirements to strengthen financial position: and WITHDRAWN BY THE PUBLIC SHAREHOLDERS. 2.6.3. General corporate purposes. XI. OTHER INFORMATION

1. In terms of Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations, the Offer Price or the Offer Size may be revised at any time prior to the commencement of the last 1 Working Day before the commencement of the Tendering Period. In the event of such revision: (a) the Acquirers shall make corresponding increases to the Escrow Amount; (b) make a public announcement in the same Newspapers in which the Detailed Public Statement has been published; and (c) simultaneously with the issue of such public announcement, inform SEBI, BSE Limited, and the Target Company at its registered office of such revision. 8. In the event of acquisition of the Equity Shares by the Acquirers during the Offer Period, whether by subscription or purchase, at a price higher than the Offer Price, then the Offer Price will be revised upwards to be equal to or more than the highest price paid for such acquisition in terms of Regulation 8(8) of the SEBI (SAST) Regulations. In the event of such revision, the Acquirers shall: (a) make corresponding increases to the Escrow Amount; (b) make a public announcement in the same Newspapers in which the Detailed Public Statement has been published; and (c) simultaneously with the issue of such public announcement, inform SEBI, BSE Limited, and the Target Company at its registered office of such revision. However, the Acquirers shall not acquire any Equity Shares after the 3[rd] Working Day prior to the commencement of the Tendering Period of this Offer and until the expiry of the Tendering Period of this Offer.

2. 2.6.3. General corporate purposes.

2.7. The Share Subscription Agreement also contains customary terms and conditions such as confidentiality, representations, and warranties, non-solicit obligations in respect of the Selling Promoter Shareholders, etc.

The Acquirers accept 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 publicly available sources, and the accuracy thereof has not been independently verified by the Manager. The Acquirers, and the Manager to the Open Offer do not accept any responsibility with respect to such information relating to the Target Company.

2.8. The proposed Preferential Issue of Equity Shares and Convertible Warrants shall be not subjected to lock-in in accordance with the provisions of SEBI (ICDR) Regulations.

2.9. The Acquirers have agreed to abide by their obligations as contained in the SEBI (ICDR) Regulations, read with SEBI (SAST) Regulations.

1. The Acquirers have appointed Skyline Financial Services Private Limited, as the Registrar, having office at D-153 3. All Public Shareholders, including non-residents holders of Equity Shares, must obtain all requisite approvals required, A, 1[st] Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020, Delhi, India. The contact person, Mr. Anuj Rana, can if any, to tender the Offer Shares (including without limitation, the approval from the Reserve Bank of India) and submit be contacted via telephone number ‘011-40450193-97’, vide Email Address at ‘ipo@skylinerta.com’ and website ‘www.skylinerta.com’. The Contact Person, Mr. Anuj Rana can be contacted from 10:00 a.m. (Indian Standard Time) such approvals, along with the other documents required to accept this Offer. In the event such approvals are not to 5:00 p.m. (Indian Standard Time) on working days (except Saturdays, Sundays, and all public holidays), during the submitted, Acquirers reserve the right to reject such Equity Shares tendered in this Offer. Further, if the holders of the Tendering Period. Equity Shares who are not persons resident in India had required any approvals (including from the Reserve Bank of 4. Pursuant to Regulation 12 of the SEBI (SAST) Regulations, the Acquirers have appointed Swaraj Shares and Securities India, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such Private Limited as the Manager. previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares, along with 5. In this Detailed Public Statement, any discrepancy in any table between the total and sums of the amount listed is the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, due to rounding off and/or regrouping. Acquirers reserve the right to reject such Offer Shares. 6. In this Detailed Public Statement, all references to ‘ `

2. If the Acquirers acquire Equity Shares of the Target Company during the period of 26 weeks after the Tendering Period at a price higher than the Offer Price, the Acquirers 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 Open Offer within 60 days from the date of such 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 exchange, not being negotiated acquisition of Equity Shares of the Target Company in any form.

3. In this Detailed Public Statement, all references to ‘ ` ’ or ‘Rs.’ or ‘INR’ are references to the Indian Rupee(s). 7. This Detailed Public Statement will be available and accessible on the website of the Manager at www.swarajshares.com and is also expected to be available on the website of SEBI at www.sebi.gov.in and BSE at www.bseindia.com.

4. The Acquirers shall complete all procedures relating to payment of consideration under this Offer within a period of 10 Working Days from the date of expiry of the Tendering Period to those Public Shareholders who have tendered Equity Shares and are found valid and are accepted for acquisition by Acquirers.

Issued by the Manager to the Open Offer on Behalf of Acquirers

1. 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 wilful default or neglect of Acquirers or the failure of Acquirers to diligently pursue the application for the approval, grant extension of time for the purpose, subject to Acquirers 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 delay occurs on account of wilful default by Acquirers 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. 6. In terms of Regulation 23(1) of the SEBI (SAST) Regulations, if the approvals mentioned in Section VI (A) are not satisfactorily complied with or any of the statutory approvals are refused, Acquirers have a right to withdraw the Offer. In the event of withdrawal, Acquirers (through the Manager), shall within 2 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.

VI. FINANCIAL ARRANGEMENTS

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1. In terms of Regulation 25(1) of the SEBI (SAST) Regulations, Acquirers have adequate financial resources and have 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 are envisaged.

Swaraj Shares and Securities Private Limited

1.1. Mr. Kailash Khetan, Chartered Accountant, holding membership number ‘055982’, proprietor of K. Khetan & Associates, Chartered Accountant, bearing firm registration number ‘322451E’, has certified that the Acquirer 1, and Acquirer 2 have sufficient resources to meet the full obligations of the Offer.

Principal Place of Business: Unit No 304, A Wing, 215 Atrium, Near Courtyard Marriot, Andheri East, Mumbai - 400093, Maharashtra, India

Contact Person: Mr. Tanmoy Banerjee/ Ms. Pankita Patel Contact Number: +91-22-69649999 Email Address: takeover@swarajshares.com

1.2. Ms. Anshika Khaitan, Chartered Accountant, holding membership number ‘318146’, partner at of Khaie ~~t~~ an Agarwal & Co, Chartered Accountant, bearing firm registration number ‘326802E’ has certified that the Acquirer 3 and Acquirer 4 have sufficient resources to meet the full obligations of the Offer.

Investor grievance Email Address: investor.relations@swarajshares.com Corporate Identification Number: U51101WB2000PTC092621 SEBI Registration Number: INM000012980 Validity: Permanent

1. The maximum consideration payable by Acquirers to acquire 26,39,273 Offer Shares, representing 26.00% of the Expanded Voting Share Capital of the Target Company, at an offer price of 65.00/- per Offer Share, to the Public Shareholders of the Target Company, payable in cash, assuming full acceptance aggregating to a maximum consideration of aggregating to an amount of 17,15,52,745.00/-. In accordance with Regulation 17 of the SEBI (SAST) Regulations, Acquirers have opened an Escrow Account under the name and style of 'MIL - Open Offer Escrow Account' with Axis Bank Limited and have deposited ` 4,30,00,000.00/- i.e., more than 25.00% of the total consideration payable in the Offer, assuming full acceptance.

2. By agreeing to participate in this Offer (i) the holders of the Equity Shares who are persons resident in India and the (ii) the holders of the Equity Shares who are persons resident outside India (including Non-Resident Individuals, Overseas Corporate Bodies, and Foreign Portfolio Investors) give the Acquirers, the authority to make, sign, execute, deliver, acknowledge and perform all actions to file applications and regulatory reporting, if required, including Form FC-TRS, if necessary and undertake to provide assistance to the Acquirers for such regulatory filings, if required by the Acquirers.

On behalf of all the Acquirers Sd/Mr. Binod Kumar Goenka Acquirer - 3 Page 02 of 02

Place: Mumbai Date: Friday, August 30, 2024