William Magor & Company Limited — Major Shareholding Notification 2020

Jun 24, 2020

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24[th] June 2020

The Secretary The Secretary Bombay Stock Exchange Ltd The National Stock Exchange P.J. Towers, 25[th] Floor of India Ltd, Listing Dept. Dalal Street, Fort Exchange Plaza, 5[th] Fl. MUMBAI –400 001 Plot No.C/1, G-Block Scrip Code:532629 Bandra-Kurla Complex Bandra (E) MUMBAI – 400 051 Scrip Code:MBECL

The Secretary McNally Bharat Engineering Company Limited Campus 2B, Ecospace Business Park, 11F/12 Rajarhat, Newtown, North 24 Pargannas Kolkata - 700156

Dear Sir,

Disclosure of Shareholding under Regulation 29 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

We, being one of the Promoters of McNally Bharat Engineering Company Limited ('the Target Company') inform you that on scrutiny of the Beneficiary Account of the Company it has been found that 63,00,000 Equity Shares of the Target Company held by our Company have been invoked from pledge by DMI Finance Private Limited ('DMI') on 16th June 2020 and intimation received by the Company on 22 June 2020. After such invocation, we hold 2,53,18,952 Equity Shares representing 11.96% of the Paid-Up Share Capital of the Target Company.

The aforesaid Disclosure in the format specified in Annexure-2 under Regulation 29 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 is enclosed for your information and record.

The aforesaid Disclosure may also be treated as a Disclosure of material event in terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This disclosure may be treated as the compliance of the Company under Regulation 31 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 2011, if applicable.

We trust that you will find the above Disclosure in order.

Please acknowledge receipt.

Yours faithfully,

WILLIAMSON MAGOR & CO. LIMITED

ADITI Digitally signed by ADITI DAGA DAGA Date: 2020.06.24 23:13:14 +05'30'

(ADITI DAGA) COMPANY SECRETARY

Encl: as above

ANNEXURE – 2

DISCLOSURES UNDER REGULATION 29(2) OF SEBI

(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

Name of the Target Company (TC)

Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer

McNALLY BHARAT ENGINEERING COMPANY LIMITED

Persons Acting in Concert:

Williamson Magor & Co. Limited Brij Mohan Khaitan Amritanshu Khaitan Isha Khaitan Williamson Financial Services Limited Babcock Borsig Limited Kilburn Engineering Limited Bishnauth Investments Limited McLeod Russel India Limited MKN Investment Pvt Limited EMC Limited

Whether the acquirer belongs to Promoter/Promoter group

Name(s) of the Stock Exchange(s) where the shares of TC are listed

Yes.

1. BSE Limited

2. The National Stock Exchange of India Limited

are listed			2. The National St	ock Exchange of In	dia Limited
Details of the acquisition/disposal as follows			Number	% w.r.t. total	% w.r.t. total
				share/voting	diluted
				capital	share/voting
				wherever	capital of the
				applicable(*)	TC (**)
Before the acquisition under consideration, holding of:
a) Shares carrying voting rights			3,16,18,952	14.9449	14.9449
b) Shares in the nature of encumbrance	(pledge/
lien/non-disposal undertaking/others
c) Voting rights (VR) otherwise than by shares
d) Warrants/convertible securities/any	other		Nil	Nil	Nil
instrument that entitles the acquirer to receive			Nil	Nil	Nil
shares carrying voting rights in the TC	(Specify
holding in each category)
e) Total(a-b+c+d)			3,16,18,952	14.9449	14.9449
Details of acquisition/sale:
a) Shares carrying voting rights acquired/sold			Nil	Nil	Nil
b) VRs acquired/sold otherwise than by shares			Nil	Nil	Nil
c) Warrants/convertible securities/any	other
instrument that entitles the acquirer to receive
shares carrying voting rights in the TC	(specify
holding in each category) acquired/sold
d) Shares encumbered/invoked/released	by	the	63,00,000	2.977	2.977
acquirer
e) Total (a+b+c+d)			63,00,000	2.977	2.977

(Contd.2

Page:2

After the acquisition/sale,holding of: a) Shares carrying voting rights b) Shares encumbered with the acquirer b) VRs otherwise than by shares c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (Specify holding in each category) after acquisition d) Total(a-b+c+d)	Number 2,53,18,952 Nil Nil Nil 2,53,18,952	% w.r.t. total share/voting capital wherever applicable() 11.9671 Nil Nil Nil 11.9671*	% w.r.t. total diluted share/voting capital of the TC () 11.9671 Nil Nil Nil 11.9671**
Mode of acquisition/sale (e.g. open market/off- market/public issue/ rights issue/preferential allotment/inter-se transfer etc.)	Invoked from pledged shares
Date of acquisition/sale of shares/VR or date of receipt of intimation of allotment of shares, whichever is applicable.	16thJune 2020
Equity share capital/total voting capital of the TC before the said acquisition/sale	Rs.2,11,57,07,570/- divided into 21,15,70,757 Equity Shares of Rs.10/-each
Equity share capital/total voting capital of the TC after the said acquisition/sale	Rs.2,11,57,07,570/- dividedinto21,15,70,757 Equity Shares of Rs.10/-each
Total diluted share/voting capital of the TC after the said acquisition	Rs.2,11,57,07,570/- divided into 21,15,70,757 Equity Shares of Rs.10/-each

(*) Total share capital/voting capital to be taken as per the latest filing done by the Company to the Stock Exchange under Clause 35 of the Listing Agreement.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

(***) Date of Invocation of pledged shares is 16.06.2020 and date of intimation received by the Company is 22.06.2020.

WILLIAMSON MAGOR & CO. LIMITED

ADITI Digitally signed by ADITI DAGA Date: 2020.06.24 DAGA 23:14:18 +05'30'

(ADITI DAGA) COMPANY SECRETARY

Place: Kolkata Date: 24th June 2020