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23 views106 pages

Krithika Vijay Karthik

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April 13, 2023

The Secretary
BSE Limited
25th Floor, Phiroze Jeejeebhoy Towers
Dalal Street, Fort
Mumbai ‐ 400 001

Dear Sir,

Sub: Compliance Certificate under Regulation 40(9 & 10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 – for the year ended 31st March 2023

Pursuant to Regulation 40(9 & 10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we enclose a certificate from the Practicing Company Secretary for the period from
1st April 2022 to 31st March 2023.

Kindly take the same on record.

Thanking you,

Yours faithfully,
for Kartik Investments Trust Limited
Digitally signed by

KRITHIKA KRITHIKA VIJAY KARTHIK

VIJAY KARTHIK +05'30'

Date: 2023.04.13 19:04:07

Krithika Vijay Karthik

Compliance Officer

Encl.: As above

CERTIFICATE IN TERMS OF REGULATION 40 (9 & 10) OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

For the period from 1st April, 2022 to 31st March, 2023

ISIN : INE524U01019 SECURITY CODE: 501151

We have examined all relevant books , Registers, files, forms , papers and other
documents, relating to Kartik Investments Trust Limited, having its Registered office at
“Parry House”, II Floor, 43, Moore Street Chennai - 600001 maintained by its Registrar and
Share Transfer Agent viz., Kfin Technologies Limited (Formerly known as Kfin
Technologies Private Limited) having its office at Selenium Tower B, Plot 31-32,
Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 pertaining to the
period from 01st April, 2022 to 31st March, 2023 for the purpose of issuing a Certificate
under Regulations 39 and 40 (9 , 10 & 11) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended till date, SEBI Circular
[Link]/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022 and the
Uniform Listing Agreement entered into by, Kartik Investments Trust Limited with BSE
Limited and based on our such examination as well as information and explanations
furnished to us, which to the best of our knowledge and belief were necessary for the
purposes of our certification, we hereby certify that in our opinion and according to the best
of our information and belief, the company in relation to the year ended 31st March 2023
has not received any requests pertaining to transfer, transmission, transposition, sub-
division, consolidation, duplicate share certificate(s), renewal, deletion of name and
exchange or endorsement of calls/allotment monies.

For R. SRIDHARAN & ASSOCIATES

COMPANY SECRETARIES
Digitally signed
R by R SRIDHARAN
SRIDHARAN Date: 2023.04.13
15:35:57 +05'30'

CS [Link]
FCS No.4775
[Link].3239
PR NO.657/2020
UIN: S2003TN063400
UDIN: F004775E000084571
Place: Chennai
Date: 13th April, 2023

KARTIK INVESTMENTS TRUST LIMITED CERTIFICATE UNDER SEBI (LODR) REG, 2015
FOR THE YEAR ENDED 31 ST MARCH, 2023
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
S
Shee! Mohar Apartment,
C- Scheme, Jaipur -302001
Tele: 91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email ~sofcomsystemsit
d@[Link]
CIN-L72200RJ1995PLC010192

To Date: 13.04.2023
BSE Limited
Department of Corporate Filings,
Phiroze Jeejeebhoy Towers, Dalal
Street,
Mumbai 400 001
-

Sub: Intimation under Regu

lation 30 of SEBI (LODR) Regulations, 2015
Ref : SOFCOM SYSTEMS LIMITED (SCR COD
IP E: 538923; SCRIP NAME: SOFCOM
Dear Sir/ Madam,

Pursuant to Regu
lation 30 of SEBI (Listing Obligations and Disclosure
Regulations, 2015, we hereby inform you that the Board at its Requirements)
has approved the meet ing held on 13th April, 2023
resignation of Mr. Kishore Mehta (DIN: 00043865),
Mrs. Asha Mehta (DIN Managing Director and
: 00043841), Non Executive Director w.e.f. 13% April,2023.

Further, the Board has appointed Mr.

Satyam Jaiswal (DIN: 09282921) as Additional Man
Director and Mrs. Shiw aging
aginee Jaiswal (DIN: 08763022) as Additional Non Executive Director of
the Company w.e.f.
April, 2023 at its Board Meeting held on 13% April, 2023
approval of shareholders. subject to the

The details required under

Regulation 30 of Listing regulations read with SEBI Circular No.
CIR/CFD/CMD/4/2015 dated 911 September, 2015 are
given in the enclosed Annexure.
The Board Meeting commenced at 5:30 P.M. and conc
luded at 6:30 P.M.

Kindly take the same on the records and acknowledge the recei
pt.
Thanking You,
Yours Faithfully,
For SOFCOM SYSTEMS LTD.

SANTOSH PANDURANG SAWANT

(Chief Financial Officer)
Encl: as above
sorcom
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
§
Sheel Mohar Apartment,
C- Scheme, Jaipur 302001
-

Tele: 91-141-2340221/2346283
Fax: 31-141-2348019
[Link]
Email ~sofcomsystemsitd@[Link]
CIN-L72200RJ1995PLC010192

Annexure

Sr. Details of events Information of such event(s)

No that need to be
rovided
Mr. Satyam Jaiswal Mrs. Shiwaginee Jaiswal
1 reason for change Appointment Appointment
viz. appointment,
resignation,
removal, death or
otherwise;
2 date of 13h April, 2023 13th April, 2023
appointment/ cessat
ion (as applicable) Appointed as Additional Appointed as Additional non-
term of Managing Director subject to the Executive Director subject to the
appointment; approval of shareholders approval of shareholders

3 brief profile (in case Mr. Satyam Jaiswal is a Mrs. Shiwaginee Jaiswal is a
of appointment) Commerce Graduate having vide graduate with over 5
years of
experience in Accounts and experience in the field of
Finance. Corporate Laws, Accounts,
Banking, Finance and Legal.

4 disclosure of He is not related to any Director She is not related to

any Director
relationships of the Company. of the Company.
between directors
(in case of
appointment of a
director).
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur -302001
Tele: 91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email -sofcomsystemsltd@[Link]
CIN-L72200RJ1995PLC010192

Date: 13.04.2023
To
BSE Limited
Department of Corporate Filings,
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai ~ 400 001

Sub: Intimation under Regulation 30 of SEBI (LODR) Regulations, 2015

Ref: SOFCOM SYSTEMS LIMITED (SCRIP CODE: 538923; SCRIP

NAME: SOFCOM

Dear Sir/Madam,

sure Requirements)
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclo
inform you that the Board at its meeting held on
Regulations, 2015, we hereby
13th April, 2023 has approved the appointment of
Ms. Shristi Shaw as Chief Financial
Officer of the Company w.e.f. 13h April, 2023.
SEBI Circular
The details required under Regulation 30 of Listing regulations read with
in the enclosed
No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 are given
Annexure.

The Board Meeting commenced at 5:30 P.M. and concluded at 6:30 P.M.

and acknowledge the receipt.

Kindly take the same on the records
Thanking You,
Yours Faithfully,
For SOFCOM SYSTEMS LTD

SANTOSH PANDURANG SAWA

(Chief Financial Officer)
Encl: as above
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur 302001
-

Tele: 91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email -sofcomsystemsltd@[Link]
CIN-L72200RJ1995PLC010192

Annexure

Sr. Details of events that need to be Information of such event(s)

No provided
Ms. Shristi Shaw
1 reason for change viz. appointment, Appointment
resignation, removal, death or
otherwise;

2 date of appointment/cessation (as 13th April, 2023

applicable)
term of appointment;

3 brief profile (in case of appointment) Ms. Shristi Shaw is the Chief Financial Officer
of the Company. She is Commerce Graduate
a

and has an experience in Account & Finance.

She is recognized for excellent people
management and team building abilities
besides infusing the spirit of action and a
result-oriented work culture. She is a firm
believer in value-based strategies.
4 disclosure of relationships between NA
directors (in case of appointment of a
director).
MADHUVEER COM 18 NETWORK LIMITED
[Link].: Office No # 812, Anand Mangal'III, Opposite Core house, Near Hirabag,
NearRajnagar Club, Ambawadi, Ahmedabad-06 | Phone -gZTg1^SLg6g
Email: tohealpharmachem@ gmail. comCIN: L24230GJ1995PLC0262M

13th April,2023
To,
The General Manager-Listing
Corporate Relationship Department
The BSE Limited
Ground Floor, PJ Towers,
Dalal Street, Mumbai-40000f

Scrip Code: 531910

Subiect: Non-applicabilitv of SEBI circular no. SEBI/IIOIDDHS/CIR/P/2018/14 dated

November 26. 2018 - disclosure by larse corporates.

Dear Sir/lVladam,

We hereby undertake that our Company does not fall under the "Large Corporate criteria" as
prescribed in para 2.2 of the SEBI Circular no. SEBI/HO/DDHS/CIR/P/201 81144 dated November
26, 2018 regarding Fund raising by issuance of Debt Securities by Large Entities. Therefore, the
requirement for furnishing the Initial Disclosure in prescribed format of "Annexure-A" of that
circular do not applicable to our Company.

Please take the same on your record

Thanking You.

Yours faithfully,

For Madhuveer Com 18 Network Limited

known as Toheal Pharmachem Limited)

ma Shah
Director
DIN:07108562
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur -302001
Tele: 91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email -sofcomsystemsltd@[Link]
CIN-L72200RJ1995PLC010192

Date: 13.04.2023
To
BSE Limited
Department of Corporate Filings,
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai ~ 400 001

Sub: Intimation under Regulation 30 of SEBI (LODR) Regulations, 2015

Ref: SOFCOM SYSTEMS LIMITED (SCRIP CODE: 538923; SCRIP

NAME: SOFCOM

Dear Sir/Madam,

The Board Meeting commenced at 5:30 P.M. and concluded at 6:30 P.M.

and acknowledge the receipt.

Kindly take the same on the records
Thanking You,
Yours Faithfully,
For SOFCOM SYSTEMS LTD

SANTOSH PANDURANG SAWA

(Chief Financial Officer)
Encl: as above
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur 302001
-

Tele: 91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email -sofcomsystemsltd@[Link]
CIN-L72200RJ1995PLC010192

Annexure

Sr. Details of events that need to be Information of such event(s)

No provided
Ms. Shristi Shaw
1 reason for change viz. appointment, Appointment
resignation, removal, death or
otherwise;

2 date of appointment/cessation (as 13th April, 2023

applicable)
term of appointment;

3 brief profile (in case of appointment) Ms. Shristi Shaw is the Chief Financial Officer
of the Company. She is Commerce Graduate
a

and has an experience in Account & Finance.

She is recognized for excellent people
management and team building abilities
besides infusing the spirit of action and a
result-oriented work culture. She is a firm
believer in value-based strategies.
4 disclosure of relationships between NA
directors (in case of appointment of a
director).
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur — 302001
Tele:91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email ~sofcomsystemsltd@[Link]
CIN-L72200RJ1995PLC010192

To Date: 13.04.2023
BSE Limited
Department of Corporate Filings,
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001

Sub: Intimation under Regulation 30 of SEBI

(LODR) Regulations, 2015

Ref : SOFCOM SYSTEMS LIMITED (SCRI

P CODE: 538923; SCRIP NAME: SOFCOM

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing

Obligations and Disclosure Requirements)
Regulations, 2015, we hereby inform you that
the Board at its meeting held on 13t April, 2023
has approved the resignation of Mr. Kishore
Mehta (DIN: 00043865), Managing Director and
Mrs. Asha Mehta (DIN: 00043841), Non Executive
Director w.e.f, 13 April, 2023.
Further, the Board has appointed Mr. Satyam
Jaiswal (DIN: 09282921) as Additional Managing
Director and Mrs. Shiwaginee Jaiswal (DIN: 08763
022) as Additional Non Executive Director of
the Company w.e.f. 13 April, 2023 at its Board
Meeting held on 13t April, 2023 subject to the
approval of shareholders.

The details required under Regulation 30 of Listin

g regulations read with SEBI Circular No.
CIR/CFD/CMD/4/20 15 dated 9th September, 2015 are given in the enclosed Annex
ure.
The Board Meeting commenced at 5:30 P.M. and concl
uded at 6:30 P.M.

Kindly take the same on the records and acknowledge

the receipt.

Thanking You,
Yours Faithfully,
For SOFCOM SYSTEMS LTD.
g
SANTOSH PANDURANG SAWANT
(Chief Financial Officer)

Encl: as above
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur— 302001
Tele:91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email —sofcomsystemsltd@[Link]
CIN-L72200RJ1995PLC010192

Annexure

Sr. | Details of events that need

Information of such event(s)
No to be provided

Mr. Kishore Mehta Mrs. Asha Mehta

1 | reason for change viz. Resignation
appointment, __ resignation, Resignation
removal, death or otherwise;

2 | date of 13 April, 2023 13 April, 2023

appointment/cessation (as
applicable)
term of appointment;

3 | brief profile (in case of NA NA

appointment)

4 | disclosure of relationships NA
between directors (in case of NA
appointment of a director).
Date: - 13/04/2023
To,
The Board of Directors,
SOFCOM SYSTEMS LIMITED
D-36, Subhash Marg,
Flat No. 802 Sheel Mohar Apartment,
C-Scheme Jaipur RJ 302001 IN

ubject: Resi ion from irect

Dear Sir,

Due to my Pre-Occupation Elsewhere, I am not ina position to devote my time to the affairs
of the Company. Accordingly, | am submitting my resignation from Directorship of the
company with effect from 13/04/2023.

I have cherished my association with the Board and the Company and I want to thank all
the members of the Board for their valuable support provided to me during my stay on the
Board of the Company.

I hereby submit my resignation letter and request that my resignation be accepted with
effect from 13/04/2023.

You are requested to intimate this resignation to appropriate authorities including the
Registrar of Companies.

Thanking You.

Yours sincerely,

(Y\oRarss
ASHA MEHTA
Director
DIN: 00043841

Date: 13/04/2023
Place: JAIPUR
SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur — 302001
Tele:91-141-2340221/2346283
Fax: 91-141-2348019
[Link]
Email ~sofcomsystemsltd@[Link]
CIN-L72200RJ1995PLC010192

To Date: 13.04.2023
BSE Limited
Department of Corporate Filings,
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001

Sub: Intimation under Regulation 30 of SEBI

(LODR) Regulations, 2015

Ref : SOFCOM SYSTEMS LIMITED (SCRI

P CODE: 538923; SCRIP NAME: SOFCOM

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing

The details required under Regulation 30 of Listin

g regulations read with SEBI Circular No.
CIR/CFD/CMD/4/20 15 dated 9th September, 2015 are given in the enclosed Annex
ure.
The Board Meeting commenced at 5:30 P.M. and concl
uded at 6:30 P.M.

Kindly take the same on the records and acknowledge

the receipt.

Thanking You,
Yours Faithfully,
For SOFCOM SYSTEMS LTD.
g
SANTOSH PANDURANG SAWANT
(Chief Financial Officer)

Annexure

Sr. | Details of events that need

Information of such event(s)
No to be provided

Mr. Kishore Mehta Mrs. Asha Mehta

1 | reason for change viz. Resignation
appointment, __ resignation, Resignation
removal, death or otherwise;

2 | date of 13 April, 2023 13 April, 2023

appointment/cessation (as
applicable)
term of appointment;

3 | brief profile (in case of NA NA

appointment)

4 | disclosure of relationships NA
between directors (in case of NA
appointment of a director).
Date: - 13/04/2023

To,
The Board of Directors,
SOFCOM SYSTEMS LIMITED
D-36, Subhash Marg,
Flat No. 802 Sheel Mohar Apartment,
C-Scheme Jaipur RJ 302001 IN

i ion from i i 0)

Dear Sir,

Due to my Pre-Occupation Elsewhere, I am not in a position to devote my time to the affairs

of the Company. Accordingly, I am submitting my resignation from the post of Managing
Director of the company with effect from 13/04/2023.

I have cherished my association with the Board and the Company and I want to thank all
the members of the Board for their valuable support provided to me during my stay on the
Board of the Company.

I hereby submit my resignation letter and request that my resignation be accepted with
effect from 13/04/2023

You are requested to intimate this resignation to appropriate authorities including the
Registrar of Companies.

Thanking You.

Yours sincerely,

KISHORE MEHTA
Managing Director
DIN: 00043865

dre
i
Date: 13/04/2023
Place: JAIPUR
Regd. Office: 62A, Dr. Meghnad Shah Sarani, Room No.2,
2nd Floor, Southern Avenue, Kolkata – 700 029
Tel: +91-82320 09012, Email: info@[Link],
CIN: L51109WB1982PLC035565
Website : [Link]

Date: 12th April, 2023

To, To,
The Secretary, Dy. General Manager,
The Calcutta Stock Exchange Limited, Corporate Relationship Department,
7, Lyons Range, BSE Limited,
Kolkata – 700 001 P. J. Tower,
Mumbai – 400 001

Sub:- Certificate under Regulation 7(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

Dear Sir/Madam,

We attach herewith a Certificate under Regulation 7(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 for financial year ended 31st March, 2023 for your records.

Thanking you,

Yours faithfully,

For Golden Crest Education & Services Limited

YOGES Digitally signed by

YOGESH LAMA

H LAMA 17:53:11 +05'30'

Date: 2023.04.13

Yogesh Lama
Whole Time Director
DIN: 07799934

Encl.: As above
Regd. Office: 62A, Dr. Meghnad Shah Sarani, Room No.2,
2nd Floor, Southern Avenue, Kolkata – 700 029
Tel: +91-82320 09012, Email: info@[Link],
CIN: L51109WB1982PLC035565
Website : [Link]

Date: 12th April, 2023

To, To,
The Secretary, Dy. General Manager,
The Calcutta Stock Exchange Limited Corporate Relationship Department,
7, Lyons Range, BSE Limited,
Kolkata – 700 001 P. J. Tower,
Mumbai – 400 001

Subject: Compliance Certificate – Regulation 7 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the financial year ended 31st March, 2023

Scrip Code: 540062 (BSE), 29324 (CSE), ISIN: INE222U01010

Dear Sir / Madam,

Pursuant to the requirement of Regulation 7(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we hereby confirm that all activities in relation to both
physical and electronic share transfer facility are maintained by the Company’s Registrar and
Share Transfer Agent, viz., Bigshare Services Pvt. Ltd. having permanent SEBI Registration No:
INR000001385.

Kindly take the same on record & oblige.

Thanking You,
Yours Faithfully,
For Golden Crest Education & Services Ltd. For Bigshare Services Pvt. Ltd.
Digitally signed VENKATA Digitally signed by
KAPILA by KAPILA
TANWAR
KRISHNA VENKATA KRISHNA
MOHAN NANDAM
TANWAR Date: 2023.04.13 MOHAN Date: 2023.04.12
17:53:46 +05'30' NANDAM 19:06:22 +05'30'

Kapila Tanwar N V K Mohan

Compliance Officer Authorised Representative
PURSHOTTAM INVESTOFIN LIMITED
Regd. Off: L-7, Menz Floor, Greenpark Extension, New Delhi -110016
Ph No. 011-46067802 CIN: L65910DL1988PLC033799 GSTIN: 07AAACD0419K1ZX
Email ID: purshottaminvestofin@[Link] Website: [Link]

To,
BSE Limited
Phiroze Jeejeebhoy Towers,
25th Floor, Dalal Street, Fort,
Mumbai -400 001

Subject: Certificate from Practicing Company Secretary for the year ended on March 31st, 2023.

Dear Sir(s),

With reference to the captioned subject, please find enclosed herewith the Certificate from Practicing
Company Secretary, in compliance with Regulation 40(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

We hope that you find the same in order.

Thanking You

Yours truly,

For Purshottam Investofin Limited

ANKIT Digitally signed

by ANKIT GUPTA

GUPTA 18:00:09 +05'30'

Date: 2023.04.13

Ankit Gupta
Company Secretary & Compliance Officer

Date: 13.04.2023
Saurav Upadhyay & Associates
Company Secretaries
Mobile: 09958383309
E-mail: cssauravupadhyay@[Link]

CERTIFICATE UNDER REGULATION 40(9) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015 FOR THE YEAR ENDED 31ST MARCH, 2023.

I have examined all Share Transfer Deeds, Memorandum of Transfers, Registers, files and other
documents of M/s Purshottam Investofin Limited (CIN: L65910DL1988PLC033799), having its
Registered office at L-7, Menz. Floor, Green Park Extension, Delhi - 110016 maintained by M/s MAS
Services Limited, Registrar and Share Transfer Agent, having its Regd. Office at T-34, 2nd Floor,
Okhla Industrial Area, Phase II, New Delhi–110020 pertaining to transfer of equity shares of the
company for the period from 01/04/2022 to 31/03/2023 for the purpose of issuing a Certificate as
per Regulation 40(9) of SEBI (LODR) Regulations, 2015 adopted by M/s Purshottam Investofin
Limited with BSE Ltd and based on our examination as well as information furnished to us, which to
the best of our knowledge and belief was necessary for the certification, we hereby certify that
during the year ended on March 31, 2023:

a) Share Certificate(s) relating to the transfer of Shares received during the period from
01/04/2022 to 31/03/2023 as entered in the Memorandum of Transfers have been issued
within (30) Thirty days of the date of lodgment for transfer, sub-division, consolidation,
renewal, exchange or endorsement of calls/allotment monies from respective date of
lodgment of each deed excepting those rejected on technical grounds.

b) Any other information, if applicable.

For Saurav Upadhyay & Associates

Company Secretaries
FRN: S2022DE852500
Date: 13/04/2023
Place: Delhi

Saurav Upadhyay
Company Secretary
C.P. No. 25283
[Link]-A67860
Peer Review No. -2961/2023
UDIN:- A067860E000084074

________________________________________________________________________________
Reg. Office: 301, E-21, Jawahar Park, Laxmi Nagar, Delhi-110092 (INDIA)
agemeng
RS) wat

Simplex Castings Ltd. oe ')

* grandards Ys,

&
4 ua
Certifieg
Corporate Office : 32,Shivnath Complex GE. Road, Supela, Bhilai - 490023 (C.G) India 5
Phone : +91-788-2290483 /84 /85 Fax: +91-788-2285664 b
°.
b °
E-Mail : sclho@[Link] Website : [Link] we Sl.
CIN : L27320MH1980PLC067459
Ref: SCL/FY2023-24/BSE/6 Date: 13.04.2023

To, To,
The Secretary, The Manager
Listing Department Calcutta Stock Exchange
BSE Limited 7, Lyons Range, Dalhousie,
Phiroze Jeeyjeebhoy Towers, Kolkata-700001, West Bengal
Dalal Street, Scrip Code: 29066
Mumbai - 400 001.
Scrip Code: 513472

Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015

Dear Sir,

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015, we wish to inform you that the Board of Directors of the Company vide circular
Resolution today have approved the following:

1. Initiation of the process to shift the registered office of the Company from state of Maharashtra to
state of Chhattisgarh subject to approval of members of the Company through postal ballot and of
the appropriate authorities.

2. Regularisation of Additional Director, Mr. Sajal Ghosh as a Director on the Board.

3. Initiate Postal Ballot Notice.

You are requested to take this on record and acknowledge the receipt of the same.

Thanking You

Yours Faithfully,

For, Simplex Castings Limited

POOJA paint”
JETHMAL 33.
Pooja Jethmal
Company Secretary & Compliance Officer

OFFICE ADDRESS PHONE FAX E-MAIL

Regd. Office : 601/602 A, FAIRLINK CENTER, OFF ANDHERI LINK ROAD, ANDHERI (W), MUMBAI -53 022-40034768 sclmumbai@ [Link]

Kolkata : 119, PARK STREET, WHITE HOUSE 4" FLOOR KOLKATA - 700016 (W.B.) INDIA 08961045611 033-22493251 kol@[Link]
Bhilai (Plant) : 5, INDUSTRIAL ESTATE, BHILAT - 490026 (C.G.) INDIA 0788-4015273 0788-4034188 _ sclbhilai@[Link]

Rajnandgaon (Plant): 223/2,224 INDUSTRIAL ESTATE, TEDESARA, RAJNANDGAON - 491441(C.G) INDIA —-9203901697 0788-2285664 — scltedesara@[Link]
LEADING LEASING FINANCE AND INVESTMENT CO. LIMITED
C-233 G/F Back Side. West Patel Nagar, New Delhi -110008
elN: L65910DL 19B3PLC016712
(E) leadingleashing@[Link] (0) 011- 65632288 (W):[Link] [Link]

Date: 13.04.2023

To, To,

Bombay Stocl< Exchange Limited Metropolitan Stock Exchange of India Limited

Phiroze Jeejeebhoy Towers, Unit 20SA, 2nd Floor,
Dalal Street, Piramal Agastya Corporate Park,
Mumbai- 400001 L.B.S Road, Kurla West, Mumbai- 400070

SUB: CONFIRMATION FOR NON-APPLICABILITY OF CRITERIA GIVEN FOR "LARGE

CORPORAlES" UNDER SEB) CIRCULAR NO. SEBJlHO/DDHS/CIR/P 2018/144 DATED 26TH
NOVEMBER.201e

Dear Sir,

With reference 10 circular No. SEBI/ HO/DDHS/CIR/P 2018/144 DATED 26TH NOVEMBER, 2018 in respect
of fund raiSing by issuance of Debt securities by Large Securities, we hereby confirm that our company
"LEADING LEASING FINANCE AND INVESTMENT CO. LIMITED" does not fall under the criteria given for
"Large Corporates" as on 31 51 March, 2023 as per applicability framework mentioned in the above said
circular.

This is for your Kind information and taking on record please,

Thanking You,

Kindly take the same on the record .

Company Secretary
House no-1112, ward no 8 vpo Dinod,
Bhiwani, Haryana- 127111

Date: 13,04.2023
Place : Haryana
EUROTEX INDUSTRIES AND
EXPORTS LTD.
th

H:Uslt! -
www,.eufoteryrvoeja
gu[!za?q0_uul9gz8KA4es_s!

: l3thApril, 2023

Secretary
iombay Stock Exchange Limiterd
't Floor, New Trading Ring,
rda Building, phiroze Jeejeebhoy
Towers,
Street, Fort, Mumbai- 400 001.
Code:521014.
(BY BSE LtSTtNG CENTRE)

Secretary
Stock Exchange of lndia Limited
nge plaza, Sth, Floor,
No. C/1, G Blo,ck,
ndra- Kurla Comptex,
(East), Munrbai 4OO0S1.
-
Code: EUROTEXTND.
(BY NSE NEAPS)

Sir/Madam,

under Regulation 30 or sEBt (risting

-"JJH;:#TJ|!: obtigations and Disclosure

with 'eference to the subject cited,

this is to inform the Exchange that
at the meeting of the Board of
Di ors of Eurotex rndustries and Exports
Limited herd on Thursday, Aprir
t 3h Video Conference (VC) or other audio
13, 2023 at2,30 pM
visual means (oAVM) at shorter
were :onsidered and ap,proved Notice, the following
by the Boarcl:

1,,
as the companv secretarv
and comptiance officer of the
ffi:ill1il::f company w.e.f.
2. To Authorise Director to surre'nder
Factory ricense of Korhapur.
3. To Authorise Directors for
Sale of Machines.
4. To Authorise Directors to
enter into Lease Agreement.

ure as required under Reg'

30 of sEBl (Listing obligations
relat and Discrosure Requirements)
to appointments and resignation 20L5
as nrentioned above is encrosed
hereunder.
The ing concluded at 2.53 pM.
I^u^lgIII f ryDusrRtES AND ExpoRrs LrD.
._..:.,_*,ve Er{tdIl _ eVfotex@eUlJ;
Wgbgltg - [Link]
MH1987Ptc042598

is for the information and recc,rds of the

Exchange, please.

:ing you.
sincerely,
AND EXPORTS LIMITED

KUMAR PAT'ODIA
MAN & MANAGING DIRECTOR
00027335

as above
EUROTEX INDUSTRIES
AND EXPORTS LTD.
th

.H*[Link]=eurlqff uo p. i n

1. Appointment of company
secretary and comptiance
officer as mentioned berowr
Detaits or
"re,Gi[ifE"a t" b" pr*id"d
I'l_ame of the Cqlpt"y S".*t
Membership Ms._Aisha Siraj
Nrrb"r"
Reason for appr,r,tmerVReslC*tkln.
She isappointed a;- *
:::;^"rtlr.,Tfi
w,e.f
T [:.Jffi:;.,:.
Date of Appoinrmen?Gsrati; March Ot,2O2g.
.rd [Link] DateofAppo@
9l rpplrlrclt
profilelin
Brief Frnf;to l;^ ,=uiu
.---^ of ""' .**-**
^; appoiniment) -

-- -" '-
She is a euatified Coi
B. com cr. o rutu r,;i ;jfl :;il:l::H: :i;
D_isclosu re of E l,attonslt,.ps betL"e.
n She is not re
directors
Promoters of the companv.
s rr a re o to g,lG;t, nl h;;;E
rr i n
n y streisnot@

tf rt rl tl *:*:*
EUROTEX INDUSTRIES AND EXPORTS LIMITED
Date: 13.04.2023

To,
BSE Limited
Department of Corporate Services,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001.

Sub: Compliance Certificate under Regulation 7(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015

Ref: H S India Limited

Dear Sir/ Madam,

Pursuant to the requirement of Regulation 7(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we hereby certify that all activities in relation to both physical
and electronic share transfer facility during the period from 01st April, 2022 to 31st March, 2023
(both days inclusive) are maintained by our Share Transfer Agent viz. Bigshare Services Pvt.
Ltd. having permanent SEBI Registration No:INR000001385.

Thanking you,

Yours truly,

For H S India Limited For Bigshare Services Private Limited

Digitally signed by Hitesh Gopalbhai Limbani
VENKATA
Hitesh Gopalbhai DN: cn=Hitesh Gopalbhai Limbani, c=IN,
l=Navsari, st=Gujarat, o=null, ou=null, KRISHNA Digitally signed by VENKATA
title=5088, email=info@[Link], KRISHNA MOHAN NANDAM
Limbani serialNumber=d91ea00a46dac4e4d8b0bb15df
026d2d306157a71b8cd03665d261eefcf492c0 MOHAN Date: 2023.04.13 15:43:06 +05'30'

Date: 2023.04.13 10:53:15 +05'30'

NANDAM
Hitesh Limbani NVK Mohan
Company Secretary & Compliance Officer Authorised Signatory
ACS – 31531
ffi OCTAL CREDIT CAPITAL LIMITED
CIN : 17414OW81992P1C055931

To Date:72.04.2023
Dept of Corp. Serv. (CRD)
BSE Ltd.
25,P.1. Towers,
Dalal Street,
Mumbai -400 001

Dear Sir /Madam

Ref : Script Code - 538894
Sub : Non Applicability of Regulation 24A of SEBI (Listin&Obligftions and Disclosure
Requirements) Regulations. 2015
As per Regulation 15 (2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
20L5, Corporate Governance provisions specified in regulations 17, 78,79,20,27,22, iZ,24, ZS,
26' 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of
Schedule V shall not apply, in respect of -

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and
net worth not exceeding rupees twenty five crore, a$ on the last day of the previous financial
year

As our company, Octal Credit Capital Limited falls under above rnentionecl exception hence
compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to us.

This is for your record

Please acknowledge the receipt

Thanking you,
Yours Truly

For Octal Credit Capi

!, ,4r" ,
^
ShyamArora
(Chief Financial Officer

C.C.
1.) To,
The Secretary
The Calcutta Stock Exchange [,td,
T,Lyons Range
Kolkata-700001
164, Shakespeare Sarani, Unit II, 2nd Floor, Kolkata-700 071 (lndia)
Phone : (033) 2282 -6815, 2ZB2_68t8, 22B2_6899 | Fax : (033 ) ZZ37 _4798
E-mail :octall@)[Link] joctalcreditTggZ(t,[Link] lWebsiie:[Link]
oo (ill; Modern Steels Limited
CORPORATE OFFICE : 98-99, SUB CITY CENTRE, SECTOR 34, CHANDIGARH - 160 022 (INDIA)
Tel : +91-172-2609001, 2609002, FAX : +91-172-2609000
E-mail : info@[Link], CIN : L27109PB1973PLC003358

Ref: MSL/SECT/BSE/
Date: 13" April, 2023
The Secretary
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai-400001

SUB: COMPLIANCE CERTIFICATE

[Pursuant to Regulation 7(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015]

Dear Sir,

With reference to the captioned subject matter, please find enclosed herewith Compliance
Certificate Pursuant to Regulation 7(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the year ended 31 March, 2023.

You are requested to kindly take the same in your records.

Thanking you

Yours truly,
for Modern Steels Limited

Digitally signed

DEEPA by DEEPA
Date: 2023.04.13
16:14:14 +05'30'

Encl: As above

Regd Office & Works Post Box No 12. GT Road. Mandi Gobindgarh - 147 301 (Punjab)
COMPLIANCE CERTIFICATE
[Pursuant to regulation 7 of SEBI (Listi
ng Obligations & Disclosure Requiremen
ts) Regulations, 2015]

We, the undersigned, hereby certify

that all activities in relation to both
electronic share transfer facilities are physical and
maintained by Registrar and Share
i.e. MCS Share Transfer Agent Limi Tran sfer Agent
ted having their office at —_F- 65,O
Area, Phase-I, New Delhi — 110020. We khla Industrial
confirm that MCS Share Transfer Agen
registered with Securities and Exchange t Limited is
Board of India to act as Registrar and
Transfer Agent. Share

Further, we wish to state that the Comp

any i.e. Modern Steels Limited is adop
to March” as its Financial year and ting “April
accordingly we are submitting the
certificate for the Financial year ende compliance
d March 31, 2023 ice. for the period
2022 to March 31, 2023 pursuant to Regu from April 1,
lation 7 (3) of the SEBI (Listing Obli
Disclosure Requirements) Regulations, gations and
2015.

For Modern Steels Limited

For MCS Share Transfer Agent Limited

[: Yr NS
(: R34 fe; Narender Singh Negi
Company Secre ary
Authorized Signatory
i ial
Date: 03.04.2023
Place: New Delhi
~Vcrcrr Encrrgy &
"~~~~~~~~~0~ ~;EN~!~~.
ISO 9001-2008 Certified Company
CIN : L65990MH1980PLC023334

Date: 13th April, 2023

To,
BSE Limited
DM-Department of Corporate Services
1st Floor, P. J. Towers,
Dalal Street, Fort,
Mumbai- 400001.
Scrip Code: 503657

Sub.: Compliance Certificate under Regulation 7(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the year ended 31st March, 2023

Dear Sir,

Pursuant to Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we are en closing h erewith a Certificate, duly signed by Share Transfer
Agent and the Compliance Officer of the Company for the year ended March 31, 2023 in
compliance of Regulation 7(2) of SEBI Listing Regulations, 2015.

Kindly consider and take it in your record.

Thanking You.

Yours Truly,
For Veer E"nergy & Infrastructure Limited
YOGESH Digitally signed by YOGESH MAHASUKLAL SHAH
DN: c=IN, st=Maharashtra,
[Link]=9bdbc75f42559243d0255bcf16a84328811287297ed824
8c81d9bf3176126898, postalCode=400026, street=16/B D

MAHASUKLAL
BLOCK 1ST FLOOR KHALAKDINA TERRACE TEJPAL ROAD AUGUST
KRANTI MAIDAN,MUMBAI,Maharashtra-400026,
pseudonym=205fc01a838280dff039956846776b40,
serialNumber=3138fa31b6acf5d12c07702c3f5c266b5ba0808ffba

SHAH
bdce8362807ddc4d8f002, o=Personal, cn=YOGESH
MAHASUKLAL SHAH
Date: 2023.04.13 16:19:55 +05'30'

Yogesh M. Shah
Man aging Director
DIN: 00169189

Reg. Off.: 629-A Gazdar House, I st Floor, Near KaJbadevi Post Office , J.S.S. Marg, Mu mbai - 400 002.
Tel. No.: (022) 2207264 1/42/43 Fax No .: (022) 22072644. E-mail: info@[Link] URL : [Link]
Date: 13th Apri l , 2023

COMPLIANCE CERTIFICATE
For The Year Ended on 31-03-2023

[Pursuant to Regulation 7(3) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015]

As per the requirement of Regulation 7 (3) of the Securities and Exchange Board
of India (~ isting Obligations and Disclosure Requirements) Regulations, 2015,
we hereby conf i rm that al l act ivit ies in re lat ion t o both physical and
electronic share transfer f ac ility are maintained by the Company ' s Registrar
and Share Transfer Agent, viz ., Link I ntime I ndia Pvt Ltd a Category-I ,
Registrar & Share Transfer Agent (RTA), registered with the Securities and
Exchange Board of India (SEB I ) vide Registration Number : INR000004058 during
the period April 1, 2022 to March 31 , 2023 (both days inclusive) .

Thanking you,
Very truly yours,
For Veer Energy & Infrastructure Limited For LINK INTIME INDIA PVT. LTD.

(COMPLIANCE [Link]) (AUTHORISED SIGNATORY)

Date: 13th April, 2023

To, To,
The Listing Department Department of Corporate Services
The Metropolitan Stock Exchange of The BSE Limited
Department of Corporate Services
India Limited
Phiroze Jeejeebhoy Towers,
205(A), 2nd floor, Piramal Agastya Dalal Street, Mumbai-400 001
Corporate Park, Kamani Junction, Scrip Code: 539621
LBS Road, Kurla (West), Mumbai– 400070
MSEI Symbol: BCL

Subject: Confirmation for Non‐Applicability of SEBI Circular No. SEBI/ HO/

DDHS/CIR/P/2018/144 dated 26th November, 2018 pertaining to
fund‐raising by issuance of Debt Securities by Large Entities

Dear Sir(s),

With reference to the SEBI circular No. SEBI/HO/DDHS/CIR/P/2O18/144 dated 26th

November, 2018 on fund raising by issuance of debt securities by large entities, issued by
the Securities and Exchange Board of India (“SEBI”) regarding submission of
confirmation in case the entity is identified as a Large Corporate.

In this regard, we wish to submit that the Company does not meet the criteria of being
identified as a Large Corporate as enumerated in clause 2 of the aforesaid circular and
therefore, the said circular is not applicable to the Company, for the time being in force.

This is for your information and records.

Thanking you,
For BCL Enterprises Limited
Digitally signed by
Mahendra Mahendra Kumar Sharda
Kumar Sharda Date: 2023.04.13 15:04:45
+05'30'

Mahendra Kumar Sharda

(Managing Director)
DIN: 00053042
Office Address: 510, Arunachal Building, 19,
Barakhamba Road, New Delhi-110001

BCL Enterprises Limited

CIN: L65100DL1985PLC021467
Registered Office: 5/5761 | Gali No. 02 | Dev Nagar | Karol Bagh | New Delhi - 110005
Corporate Office: 510 | Arunachal Building | 19 | Barakhamba R oad | New Delhi- 110001
Contact: +91-11-4308 0469 | Email: bclenterprisesltd@[Link] |[Link]
ea
i
Tey GS. A Uu Ta INTERNATIONAL LTD. { 6s) L
ere a
A | UTS
SS

Ref: GSA: CS: 2023 Dated: 13.04.2023

Department of Corporate Services,

Bombay Stock Exchange (BSE) Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street,
MUMBAI-400001

BSE Scrip Code: 513059

SUB: Compliance under Regulation 7(3) of the SEBI (LODR) Regulations, 2015

Dear Sir,

Pursuant to Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we confirm that all the activities in relation to both physical and electronic
transfer facility are maintained by the Registrar and Share Transfer Agent (RTA) of the Company
i.e. M/s Skyline Financial Services Private Limited.

A copy of certificate pertaining to same signed both by the authorized signatory of the RTA and
the Compliance Officer of the Company is enclosed herewith.

Kindly take the same on your records.

Thanking You,

Yours faithfully,
For GS Auto International Limited

Digitally signed

MANI
by MANI
Date:
2023.04.13
14:29:53 +05'30'

(Mani Saggi)
Company Secretary
&Compliance Officer
Skvilitie Skyline Financial Services Pvt. Ltd.
Skylin
fAIne SEBI Registered Category-1 Registrars & Share Transfer Agent
Regd. & Corp. Office : D-153A, 1st Floor, Okhla Industrial Area, Phase-l, New Delhi - 110 020
Tel. : +91-11-40450193-97, 26812682-83 E-mail : info@[Link] Website : [Link]
CIN No. : U74899DL1995PTC071324

To April 03, 2023

BOMBAY STOCK EXCHANGE LIMITED
DEPT. OF INVESTOR SERVICES
PHIROZE JEEJEEBHOY TOWERS,
DALAL STREET,
MUMBAI -400001
TEL: 22723677

Sub: Compliance Certificate under Regulation 7(3) of the SEBI (LODR), Regulations 2015
Ref: G S AUTO INTERNATIONAL LIMITED

Dear Sir/Madam,

This has with reference to above subject, we confirm that M/s. G S AUTO
INTERNATIONAL LIMITED having CIN: L34300PB1973PLC003301 has authorized to
Skyline Financial Services Private Limited, Share Transfer Agent, registered with
SEBI vide registration number INROQ0003241 for all activities in relation to Share
Transfer facility during the period ist April, 2022 to 31st March, 2023 under
regulation 7(2) of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015.

The certificate has issued in compliance of regulation 7(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Kindly take on record the same.

Thanking You,

Yours Faithfully,

For Skyline Financial Services Pvt. Limited For G S AUTO INTERNATIONAL LIMITED

Digitally signed

MANI by MANI
Date: 2023.04.13
15:43:25 +05'30'

: ¥ / Signature of Company Secretary /

Authorized Signat mpliance Offi
Of Registrar & Share Transfer Agent Comp! nTICes

Mumbai Office: A-506, Dattani Plaza, Andheri Kurla Road, Safeed Pool, Mumbai-400072
Tel.: #91-22-49721245, 28511022, E-mail : mumbai@[Link]
VIJI FINANCE LIMITED
CIN: L65192MP1994PLC008715
Registered Office: 11/2, Usha Ganj, Jaora Compound, Indore (M.P.)-452001
Tel. 0731-4246092, Email id- info@[Link], [Link]

Dated: 13.04.2023

To, To
The Secretary, The Secretary
Corporate Relationship Department, The National Stock Exchange Limited
BSE Limited Bandra Kurla Complex Mumbai 400051
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400001
To
The Secretary
The Calcutta Stock Exchange Limited
4, Lyons Range, Dalhousie, Murgighata,
B B D Bagh, Kolkata,
West Bengal 700001

Dear Sir/Mam,

Sub.: Submission of Compliance Certificate for the year ended 31st March, 2023.

In compliance with the provisions of Regulation 7(3) of SEBI (LODR) Regulations, 2015, Kindly find
enclosed herewith the Compliance Certificate for the year ended 31st March, 2023.

You are requested to take the same on record.

Thanking you

Yours Faithfully

FOR VIJI FINANCE LIMITED

STUTI
Digitally signed
by STUTI SINHA
Date:
SINHA 2023.04.13
11:58:43 +05'30'

Stuti Sinha
Company Secretary and Compliance Officer
A42371

Enc a/a
ISIN: INE159N01027
BSE Scrip Code: 537820
NSE Symbol: VIJIFIN
CSE Scrip Code: 032181

COMPLIANCE CERTIFICATE

(Pursuant to Regulation 7(3) of SEBI (LODR) Regulations, 2015)

We being the Company Secretary/Compliance Officer of the Company and the

Compliance Officer of the Registrar and Share Transfer Agent do hereby certify that the
VIJI FINANCE LIMITED having its registered office at 11/2, Usha Ganj Jaora
Compound Indore (M.P.) 452001 IN has appointed its Registrar and Share Transfer
Agent to ANKIT CONSULTANCY PRIVATE LIMITED having its Registered
Office/Place of activities at 60, Electronic Complex, Pardeshipura, Indore 452010 MP IN
for effecting transfer of shares etc. and is SEBI registered Category I Share Transfer
Agent by Registration No. INR000000767 and has properly conducted all the activities as
prescribed under the Regulation 7(2) of SEBI (LODR) Regulations, 2015 thereto in
relation to share transfer facility for the financial year ended on 31 st March, 2023 i.e from
01st April, 2022 to 31st March, 2023 on behalf of the Company.

For Viji Finance Limited For Ankit Consultancy Private Limited

STUTI Digitally signed
by STUTI SINHA
SAURABH Digitally signed by SAURABH MAHESHWARI
DN: c=IN, o=Personal, postalCode=452005,

SINHA MAHESHWA
st=Madhya Pradesh,
Date: 2023.04.12 serialNumber=C2471AA8DBF65895BF8822
15:17:38 +05'30' C40F529E888DAA5F1575ADC6E26948F076
E985AA21, cn=SAURABH MAHESHWARI

RI Date: 2023.04.12 17:38:18 +05'30'

Stuti Sinha CS Saurabh Maheshwari

CS and Compliance Officer Compliance Officer
M. No. A42371 M. No. A40195

Place: Indore Place: Indore

Date: 12.04.2023 Date: 12.04.2023
QI Martin Burn Limited
13th April 2023

The Corporate Relationship Department, Scrip Code: 523566
Bombay Stock Exchange Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai ‐ 400 001

Dear Sir,

Sub: Compliance Certificate pursuant to Regulation 7 (3) of the SEBl (Listing Obligations
and Disclosure Requirements) Regulations. 2015.

We herewith enclose compliance certificate pursuant to Regulation 7(3) of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, for the period 1st April 2022 to
31st March 2023, duly signed by the Company’s Registrar & Share Transfer Agent ‐ M/s
Maheshwari Datamatics Private Limited and the Compliance Officer of the Company.

This is for your information and records.

Yours faithfully

For Martin Burn Limited
KHUSHBU Digitally signed by
KHUSHBU SARAF

SARAF Date: 2023.04.13

14:45:45 +05'30'

Khushbu Saraf
Company Secretary &
Compliance Officer

Encl.: As above

Address Contact Web

Martin Burn House, Tel: +91 33 4082 8282 info@[Link]
1st Floor, 1, R. N. Mukherjee Road, CIN [Link]
Kolkata - 700 001 L51109WB1946PLC013641
-
llllil11 MAHESHWARI DAT�MATICS PVT. LTD.
Regd. Office: 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001, Phone: 2248-2248, 2243-5029, 2231-6839
Fax: (033) 2248-4787, [Link]: mdpldc@[Link], Website: [Link], CIN: U20221WB1982PTC034886

CoMpliance Certificate U/R 7<3> of SEBI <Listing Obligations �

Disclosure Require Ments> Regulations, 201� for The period Fro�
- ---------------- ---------------------------------------------
01/04/2022 to 31/03/2023

This is to c ertify that, we, Maheshwari DataMat1cs Pvt. Ltd., are

currently providin g services to MARTIN BURN LIMITED
as the R•gistrar � Share Transfer Agent.

This CoMp\iance Certificate is issued pursuant to Regulation 7 (3)

of the Securi ties and Exchange Board of India (Listing Obligations
and Disclosure RequireMents) Regulations, 201�.

We hereby co nfirM that all activities in relation to physical Share

Transfer facility and e lectronic Shareholders data as received froM
the Depositories are Maintained by Maheshwari DataMatics Pvt. Ltd.,
which is registered with the Securities and Exch ange Board of India
<PerManent Regis�ration No.INR0000003�3> as a Category I Registrar &
Share Transfer Agent.

For MAHESHWARI DATAMATICS PVT. LTD.

S K Chaubey
Senior Executive

Date: 04/04/ 2023

KHUSHB Digitally signed by

KHUSHBU SARAF

U SARAF Date: 2023.04.13

14:46:58 +05'30'

fil
�
GALLOPS ENTERPRISE LIMITED
Regd. Office: 9th Floor, Astron Tech Park, Near Satellite Police Station, Satellite,
Ahmedabad, Gujarat-380015
Website: [Link] Contact Details: 0749-26861459/60
CIN NO.L65910GJ1994PLC023470

Date: April 13, 2023

To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai — 400 001.

Dear Sir,

Sub: Clarification on Price movement email received from BSE on April 12, 2023
Ref: Gallops Enterprise Limited (Security ID: GALLOPENT, Security Code: 531902)
BSE Limited - L/SURV/ONL/PV/KB/2023-2024 /3167
This is in reference to the email received from your Exchange dated April 12, 2023 seeking
clarification on the movement in the price of our security at your exchange in the recent past.
We would like to inform you that the Company has intimated from time to time to the Bombay
Stock Exchange of all the events, information etc. that has an impact on the operation and
performance of the Company which include all price sensitive information etc. as required to be
disclosed under the provisions of Regulation 30 and other applicable regulations of the SEBI
(Listing Obligations and Disclosure Requirements Regulations 2015).
The Company has not withheld any information or events which, in our opinion, would have an
impact on the price behaviour in the scrip of the Company.
Therefore, the movement in Company's share price is purely due to market conditions and
apparently market driven on which the Company neither has any control nor has any knowledge
of reasons.
We hope the information provided above clarifies and request you to kindly take the above
information on your records. Please acknowledge the receipt.
Thanking You,

FOR, GALLOPS ENTERPRISE LIMITED

RAJ PARA Digitally signed by Ps \ Ap RN

RAJPARA POOJA V/
POOJA PARESHBHAI Vk J
PARESHBHAI 716 40550. \- 2)
AN yu
Pooja Rajpara NN vo A
Company Secretary & Compliance Officer
Oy
GAYATRI
GHL

13" April, 2023

To
The listing Department
BSE Limited
P J Towers, Dalal Street,
Mumbai - 400001.

Dear Sir/ Madam,

Subject: Reply to clarification on price movement sought by BSE Limited

Ref: Your e-mail L/SURV/ONL/PV/KB/ 2023-2024 / 13, dated 13th April, 2023,
Scrip code: 541546

We would like to inform you that the Company has intimated from time to time to the BSE of
all the events and information which has an impact on the operation and performance of the
Company which include all price sensitive information etc. as required to be disclosed under
the provisions of Regulation 30 and other applicable regulations of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.

The significant movement in share price is purely market driven. We make and will continue
to make disclosures in compliance with our obligation under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Please take the above clarification on your records.

Thanking you,
Yours faithfully,
For Gayatri Highways Limited
Digitally signed
RAJ KUMAR by RAJ KUMAR
PRAGALLA PRAGALLAPATI
Date: 2023.04.13
PATI 14:46:11 +05'30'

P Raj Kumar
Company Secretary & Compliance off

GAYATRI HIGHWAYS LIMITED

Registered & Corporate Office :
5th Floor, A Block, TSR Towers, 6-3-1090, Rajbhavan Road, T +91 40 - 40024262 E-mail : ghl@[Link]
Somajiguda, Hyderabad, Telangana - 500082. [Link]
CIN : L45100TG2006PLC052146
Registered Office:
126/B Old China Bazar Street
Kolkata 700001.
Tele. No. +9133 22313974; CIN L51909WB1980PLC033018
Website:[Link]; E-mail : selltl_1980@ [Link]
Corporate Office:
302, Priviera, Naherunagar Circle, Near Bank of Baroda,
Ahmedabad-380015, Contact No. +91 9714787932

Date: 13th April, 2023

To,
Department of Corporate Services,
BSE Limited
Ground Floor, P. J. Tower,
Dalal Street, Fort,
Mumbai – 400 001

Scrip Code: 538875

Subject: Clarification on Price Movement

Ref.: Email Reference No. L/SURV/ONL/PV/KB/ 2023-2024 / 3177 dated 12th April, 2023

Dear Sir/Madam,

We would like to thank the Exchange for seeking clarification on the significant movement in the price of
Sellwin Traders Ltd shares. We would like to confirm that our company has complied with all the provisions
and regulations of the Exchange, and there has been no violation of any rules.

We would like to inform the Exchange and the investors that the shares of Sellwin Traders Ltd are freely
tradable, and we do not have any control over the movement of the share price. The share price is determined
by the market forces of supply and demand, which are beyond our control.

We would like to assure the Exchange and the investors that we are committed to providing the latest and
relevant information about the company, and we will continue to comply with all the regulations and
provisions of the Exchange.

We believe that transparency and good corporate governance are crucial in maintaining the trust and
confidence of our shareholders and stakeholders. We will continue to strive towards achieving our business
objectives and creating long-term value for our investors.

Thank you for your kind attention and understanding.

Yours Sincerely,
For, Sellwin Traders Limited

PRATITI Digitally signed by

PRATITI BHARATBHAI
BHARATBHAI PATEL
Date: 2023.04.13
PATEL 12:28:21 +05'30'

Pratiti Patel
Company Secretary & Compliance Officer
Membership No.: A63826
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MOUNT HOUSING AND INFRASTRUCTURE LIMITED
We Promote Growth ……
_______________________________________________________________________________

April 13, 2023

To
The Manager
Department of Corporate Services
BSE Ltd
Dalal Street, Fort
Mumbai – 400 001

Subject: Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 – Compliance Certificate for the year ended March 31, 2023

Scrip Code: 542864

Dear Sir / Madam,

Please find enclosed herewith the Compliance Certificate as per Regulation 7(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March 31,
2023, duly signed by the authorised representative of Cameo Corporate Services Limited, the
Registrar and Share Transfer Agent (RTA) of the Company and the Compliance Officer of the
Company.

Kindly take the information on record.

Thanking you.
Yours faithfully,
For MOUNT HOUSING AND INFRASTRUCTURE LIMITED

Anita Kumari Chhajer

Company Secretary & Compliance Officer
ICSI Membership No: A45613

_____________________________________________________________________________________________
122 I, Silver Rock Apartment, 2nd Floor, Venkatasamy Road West, R.S. Puram, Coimbatore – 641 002
Ph: +91 422 4973111 E-mail: mount@[Link] Website: [Link]
CIN – L45201TZ1995PLC006611
VISHVPRABHA VENTURES LIMITED
(Formerly known as Vishvprabha Trading Ltd)
Regd. Office: Ground Floor, Avighna Heights, Survey No. 45-4B, Behind Sarvoday Park, Nandivali Road, Dombivili East - 421201
CIN : L51900MH1985PLC034965
Website : [Link] Contact No. - 022-23027900 Email: cosec@[Link]

To,
The Manager,
BSE Limited
Corporate Relationship Department
25th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai- 400001

BSE Scrip Code: 512064

Subject: Outcome of Board Meeting under Regulation 30 of SEBI (LODR) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, this is to inform you that the Board of Directors of the Company at its meeting held on April
13, 2023 has considered, and approved inter alia the following matter:

1. Due to maintain the focus on existing business of Food processing and Infrastructure of
Company, it has decided to sell 33,500 Shares of Mumbai Enviro Solutions Private Limited to
the existing shareholders and other new shareholders.

2. Further considering the above decision, Mr. Mitesh Jayantilal Thakkar has also decided to
resign from the Board of Directors of Mumbai Enviro Solutions Private Limited.

Kindly take the above information for your information and records.

The Board Meeting was started on 12:15 PM and concluded on 01:00 PM.

Thanking you
For Vishvprabha Ventures Limited
MITESH Digitally signed by
MITESH JAYANTILAL
JAYANTILAL THAKKAR
Date: 2023.04.13
THAKKAR 13:20:27 +05'30'

Mitesh Jayantilal Thakkar

Managing Director
DIN - 06480213

Date: 13th April, 2023

Place: Mumbai
Date: 13-04-2023

To,
The Corporate Relations Manager
BSE Limited
Phirojee Jeejeebhoy Towers
Dalal Street, Mumbai-400 001

Sub: Prior Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 regarding Second Meeting of Committee of Creditors (CoC) of Bodhtree
Consulting Limited which is currently undergoing Corporate Insolvency Resolution Process.

Ref: BSE Scrip Code: BODHTREE/539122

Dear Sir/Madam,

With reference to subject matter, this is to inform you that the Second Meeting of Committee of
Creditors (CoC) of Bodhtree Consulting Limited (Corporate Debtor) has been scheduled to be held on
Friday, 14th April 2023 at 04:00 PM at the Registered Office of the Company - Level 2, Wing –A,
Melange Towers, Patrika Nagar, Madhapur, Hitech City Hyderabad Telangana -500081 through Video
Conferencing.

Kindly take the same on record

This is for your information and records

Thanking You,
Yours Sincerely

For Bodhtree Consulting Limited

(a company under CIRP by NCLT order dated 20th February 2023)

POMPA Digitally signed

by POMPA

MUKHE MUKHERJEE
Date:

RJEE 2023.04.13
12:31:01 +05'30'

Pompa Mukherjee
Company Secretary and Compliance Officer
VISHVPRABHA VENTURES LIMITED
(Formerly known as Vishvprabha Trading Ltd)
Regd. Office: Ground Floor, Avighna Heights, Survey No. 45-4B, Behind Sarvoday Park, Nandivali Road, Dombivili East - 421201
CIN : L51900MH1985PLC034965
Website : [Link] Contact No. - 022-23027900 Email: cosec@[Link]

To,
The Manager,
BSE SME Platform
Corporate Relationship Department
25th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai- 400001
Email: [Link]@[Link]

BSE Scrip Code: 512064

Subject: Outcome of Board Meeting under Regulation 30 of SEBI (LODR) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, this is to inform you that the Board of Directors of the Company at its meeting held on April
13, 2023 has considered, and approved inter alia the following matter:

2. Further considering the above decision, Mr. Mitesh Jayantilal Thakkar has also decided to
resign from the Board of Directors of Mumbai Enviro Solutions Private Limited.

Kindly take the above information for your information and records.

The Board Meeting was started on 12:15 PM and concluded on 01:00 PM.

Thanking you
For Vishvprabha Ventures Limited
MITESH Digitally signed by
MITESH JAYANTILAL
JAYANTILAL THAKKAR
Date: 2023.04.13
THAKKAR 13:07:00 +05'30'

Mitesh Jayantilal Thakkar

Managing Director
DIN - 06480213

Date: 13th April, 2023

Place: Mumbai
MegaCozp
Date: 13% April, 2023

The Listing Department

Bombay Stock Exchange Ltd.
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai- 400 001
TEL: 91-22-22721233/4
FAX: 91-22-22721919

Ref: Company Code no. 531417 MEGACOR

Sub: Compliance Certificate under Clause 40 (9) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 for the Year Ended 31st March, 2023

Dear Sir,

We are enclosed the certificate received from Practicing Company Secretary pursuant to
Regulation 40(9) of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015, for the year ended March 315, 2023.

Please take this on record.

This intimation is also available on company’s website at [Link]

Thanking you.

Yours faithfully,

Surendra Chhalani
Director and CFO
DIN: 00002747

Encl. as above

Mega Corporation Limited

Regd. Office: FIEE Complex.
A-33, 2nd Floor, Okhla Phase-ll,
New Delhi - 110020
P +91 11 46557134
Ein [Link]
WW [Link]
VIKASH GUPTA & CO.
COMPANY SECRETARIES

CERTIFICATE UNDER REGULATION 40(9) OF

SECURITIES AND EXCHANGE BOARD OF ° -
INDIA (LISTING OBLIGATIONS AND DISC
LOSURE REQUIREMENTS REGULATIONS,
2015 FOR THE YEAR ENDED 31st MARCH, 2023)

I have examined all Share Transfer Deeds, Memorandum of Transfers, Registers, files and
other documents relating to Mega Corporation _ Limited, having CIN. «=
L65100DL1985PLC092375 and its registered office at A-33, Second Floor, [Link].E.E, Okhla
Industrial Area Phase II New Delhi South Delhi
DL 110020 IN maintained by Link Intime
India Pvt. Ltd. pertaining to transfer of equity
shares of the company for the period from
1st April, 2022 to 31'March, 2023 for the purpose of issuing a Certificate as per
Regulation 40, Sub-regulations (9) of the securities
and Exchange Board of India (Listing -
Obligations and Disclosures Requirements)
Regulations, 2015 and based on the
information provided by the Company / its Share
Transfer Agent, I hereby certify that:

A. The Company has not received any request

for transfer of shares-held in physical
form during the period from 01st April, 2022 to
31st March, 2023. .

B. The Company has not received any requ

est for sub-division, consolidation, renew
al,
exchange or endorsement of calls/allotment monies of shares during the period
from 01st April, 2022 to 31st March, 2023.
%

For VIKASH GUPTA & CO.

rr” Company Secretaries

FCS-9198
, CP. No.-10785 Ry)
Vea
nd Proprietor -
FCS No. 9198
CP No. 10785
UDIN: F009198E000065452
Peer Review Certificate No.: 2097/2022
Date: 11.04.2023
Place: New Delhi

_ ADDRESS: 309, SG SHOPPING MALL, 3°" FLOOR

, DC CHOWK, SECTOR-9, ROHINI, NEW DELHI
- 110089

( 9313146296, 7065554800
® pcsvihashgupta@[Link]
UNIQUE ORGANICS LIMITED
Manufacturer-Exporter of : Feed & Food Products GOVERNMENT APPROVED
TWO S TAR EXPORT HOUSE

Ref: UOL/23-24/SEC/001 Date: 13.04.2023

To,
Department of Corporate Services,
BSE Limited
P.J. Towers, Dalal Street,
Mumbai – 400001

BSE Scrip Code: 530997

Sub.: Compliance Certificate under Regulation 7(3) of the SEBI

(LODR) Regulations, 2015 for the year ended 31.03.2023.
Dear Sir/Madam,

Please find enclosed herewith the Compliance Certificate under

Regulation 7(3) of the SEBI (LODR) Regulations, 2015 for the year ended
31.03. 2023.

This is for your kind information & record.

Thank You

For Unique Organics Limited

RAMAVTAR Digitally signed by

RAMAVTAR JANGID

JANGID Date: 2023.04.13 12:02:30

+05'30'

Ramavtar Jangid
Company Secretary

Enclosed: as above.

CIN: L24119RJ1993PLC007148 | GSTIN: 08AAACU2216R1Z1

Regd. Office: E-521, Sitapura Industrial Area, Jaipur – 302022, Rajasthan (INDIA)
Tel No. +91 141 2770315/2770509 | E-Mail: unique@[Link] | Website: [Link]
muha
al MULLER AND PHIPPS INDIA LIMITED.
C-204,2ND FLOOR, MADHAVA, BANDRA KURLA COMPLEX,MUMBAI-400 052.
CIN: L63090MH1917PLC007897
April 12, 2023

The Stock Exchange

Corporate Relationship Department,
lst floor, New Trading Ring,
Rotunda Building, P.J. Towers,
Dalal Street, Fort,
Mumbai 400 001

Scrip Code : 501477

Sub:- Certificate under Regulation 40(9) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015

We are pleased to submit the certificate of Practising Company Secretary in terms of Regulation
40(9)
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, for the year ended
March 31, 2023.

Kindly acknowledge receipt.

Thanking you.
Yours faithfully

For Mulldr and Phip AT

Milan Dalal
Director
Din: 00062453
Sanjay Soman & Associates
Company Secretaries
I, Sanghi Residency Palky Lane,
Prabhadevi, Mumbai 400025,
Soiiidysentanaipenall,
com
982028 1440)

CERTIFICATE OF COMPLIANCE
(Pursuant to Reg 40(9) of SEBI(LODR) 2015)
FOR THE HALF YEAR ENDED 31° MARCH 2023

| have examined all Share Transfer Deeds, Memorandum of Transfers.

Registers, files and other documents relating to M/s. Muller and Phipps India Limited
maintained by Link Intime India Pvt Ltd pertaining to transfer of equity shares of the
company for the period from 1* April 2022 to 31°" March 2023 for the purpose of
issuing a Certificate as per Regulation 40(9) of SEBI (LODR) 2015 and based on the
information provided by the Company and the said R&T Agent, | hereby certify that
the Company has delivered during the year ended on 31°' MARCH 2023:

A. No transfers were endorsed in physical mode of share certificates during

the FY year 2022-23.
B. Share Certificates relating to the lodgment for transmission, deletion,
transposition etc,, sub-division, Consolidation, renewal, exchange or
endorsement of calls/allotment monies from respective date of lodgment
of each deed except those rejected on technical grounds, were
processed and issued-...............00c.sc0ss0000sssess+
aS Attached Annx A
C. Any other information, if applicable. .....0..0......cccccceseececsecccccsecseece, NIL

soman & Associates

/ ao

; Pry -oanjay Soman -C.P. Number 817

ace: Mumbai
Date: April 06, 2023
2/31,03.2023mnp 40(9)

To M/s, Muller and Phipps India Limited

Mumbai
UDIN: ( F004146E000027972- 06.04.23)
Sanjay Soman & Associates
Company Secretaries
!, Sanghi Residency Palky Lane,
Prabhadevi, Mumbai 400025,
a
982028 1440
ANNX A to the Certificate of even date for the FY year ended on 31.03.2023.

TRANSACTION Nog No of Sh Cert

TOTAL NO. OF TRANSMISSION I 25 i

TOTAL NG. OF TRANSPOSITION I ra 2
TOTAL NO. OF DELETION z a if o
TOTAL NO. OF Sub Divs Cons/ Duplicate: 2 I25 2
TOTAL NO. OF FULLY PAIS ? 0 0 a
TOTAL NO. OF OBJECTIONS t - 250 3
TOTAL NG. OF CERTIFICATE EXCHANGE o i 0
Totel [Link] Seller Notice o o o
Total Remat of Shares* : o a a
6 Pending —* a gee I 2a I
See ee ee Sea
lz 50a if
2 SS oS eee ee eC = oS SS ae ee Sol eee eee
GA TARRES a

Processed upto 15 days 2 ida

Between 16-21 2 ige

feynd 21 7 27s

Pending I 2s

Date; April 06,04. 2023

CHENNAI
W)) MEENAKSHI
f@nuiak MULTISPECIALITY HOSPITAL
Care that inspires

CMMH/BSE/2023-24/10 April 12, 2023

The Bombay Stock Exchange Limited,

25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai-400001

Dear Sirs,

Scrip Code 523489

Sub: SEBI CIRCULAR-SEBI/HO/DDHS/CIR/P/2018/144, DATED 26.11.2018-

REPORT SUBMITTED.
ik

With reference to the above SEBI Circular in respect of fund raising by issuance of debt
securities by Large Corporate and Disclosures and Compliances thereof, we hereby confirm
that our company “CHENNAI MEENAKSHI MULTISPECIALITY HOSPITAL LIMITED”
is NOT identified as Large Corporate as on 31% March, 2023.

We request you to kindly take the above on record.

Thanking You,

Yours faithfully.
For CHENNAI MEENAKSHI MULTISPECIALITY HOSPITAL LIMITED.
Deenaday Distaysaned MMT.
aRangappa eee
1641.21poy
y °
R. DEENADAYALU :
COMPANY SECRETARY & COMPLIANCE OFFICER,
MEMBERSHIP NO: F3850

CHENNAI MEENAKSHI MULTISPECIALITY HOSPITAL LTD.

ISO 9001 : 2008 / 1SO 14001 : 2004 CERTIFIED HOSPITAL

Old No.149, New No. 70. Luz Church Road Mylapore Cnennat - 600 004

| 44 - 42.938 938 | Fax: +91 44 - 2499 32 mmbhospitals@[Link] |

( SSPDL
Limited
Building the big picture

Date: 13.04.2023

To,
The BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai — 400 001.

Dear Sir/Madam,

Sub: Certificate from practicing Company Secretary under Regulation 40(9)

of the Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015 for the Financial year
ended 31.03.2023.

Ref.: SCRIP CODE 530821.

Pursuant to the Regulation 40(9) of the Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements) Regulations, 2015, we enclose
herewith the Certificate, dated 13™ April, 2023, issued under regulation 40(9) by
practicing Company Secretary for the Financial year ended 31st March, 2023.

Kindly acknowledge the receipt of the same.

Thanking you.

Yours faithfully,
For SSPDL LIMITED

Digitally signed by
RAHUL RAHUL KUMAR
KUMAR BHANGADIYA

BHANGADIYA Piss 27000

Date: 2023.04.13

RAHUL KUMAR BHANGADIYA

COMPANY SECRETARY
(Membership Number A44666)

Encl.: As above.

SSPDL Limited Corporate Identity Number (CIN): L70100TG1994PLC018540)

Corporate Office: SSPDL House, #2, Vellaiyan Street, Registered Office: 3rd Floor, Serene Towers, 8-2-623/A,
Kotturpuram, Chennai - 600085, Tamil Nadu. Road No.10, Banjara Hills, Hyderabad - 500034, Telangana, India.
Tel: 044-4344 2424, Fax: 044-2447 2602. Tel: 040-6663 7560,
E-mail: info@[Link] Website: [Link]
SAVITA JYOTI ASSOCIATES
COMPANY SECRETARIES

CS. SAVITA JYOTI, BCom FCS

CERTIFICATE UNDER REGULATION 40(9) OF THE SECURITIES AND EXCHANGE BOARD

OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015 FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

The Securities and Exchange Board of India vide gazette notification dated June 8, 2018 and vide its press
release dated December 3, 2018, amended Regulation 40 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and has mandated that the transfer
of securities would be carried out in dematerialized form only w.e.f. April 1, 2019. Further, SEBI vide its
press release dated March 27, 2019 clarified that the transfer deeds lodged prior to deadline and returned
due to deficiency in the document may be re-lodged for transfer even after the deadline of April 1, 2019.

Accordingly, on the basis of examination of the relevant documents relating to fully paid equity shares of
SSPDL LIMITED (‘the Company’) maintained and provided electronically by KFin Technologies
Limited, Registrar and Share Transfer Agents (RTA), pertaining to the financial year ended March 31,
2023 for the purpose of issuing a Certificate as per Regulation 40(9) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, We hereby certify that the
Company was not required to deliver during the financial year ended March 31, 2023 as under:

A) (i) there were no share certificates relating to the transfer/transmission of shares during the period
from April 1, 2022 to March 31, 2023 to be entered in the Memorandum of Transfers within the
stipulated time from the respective lodgment;
(i1) as per the records made available, there were no requests received relating to sub-division
(split), consolidation, renewal, exchange, or endorsement of calls/allotment monies during the
aforesaid period.

B) Any other information, if applicable: ---

Date: 13/04/2023 SAVITA JYOTI ASSOCIATES

Place: Hyderabad n ck f—
Som NA J JQ An
SAVITA JYOTI, Fcs ar: — =H
Practicing Company CS. SAVITA JYOTI
Certificate of Practit Membership No.: 3738
CP No.:1796
UDIN: F003738E000057561

F-86 Samkpun Secunderabad - 500 094 (Near Canara Bank) Ph 040-27110559 Mobile +91 98495 10559
E-mail savitajyoti@yahoo com
• AJCONGLOBAL
YOUR FRIENDLY FINANCIAL ADVISORS

To Date: 11.04.2023
The BSE Limited
Listing Department
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai- 400 001.

Dear Sir / Madam,

Ref.: Scrip Code: 511692 (Ajcon Global Services Limited)

Sub: Submission of Compliance Certificate under Regulation 7(3) of the SEBI
(LODR) Regulations, 2015 for the Financial Year ended 31" March 2023.

We are enclosing herewith the duly signed Compliance Certificate under Regulation
7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for
the Financial Year ended 31st March 2023.

You are requested to kindly take it on record and acknowledge the receipt of the same.

Thanking you,
Yours faithfully,

Encl.: As above

Place: Mumbai

9
AJCe N GLe BAL SERVICES LIMITED
Regd. & Corporate Office : 408, A· Wing, Express Zone, Western Express Highway, Goregaon (East) , Mumbai· 400063.
CIN : L74140MH19B6PLC041941 ~ 022 · 67160400 128722062 181 ajcon@[Link]'
@) I [Link]
VENKATA Digitally signed by
VENKATA KRISHNA
KRISHNA
MOHAN NANDAM
MOHAN Date: 2023.04.12
NANDAM 19:07:12 +05'30'
MANUFACTURERS OF 18K FINE JEWELLERY Date: 61h April, 2023
To,
The Department of Corporate Services,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001
Scrip Code: 523826

SUB: LARGE CORPORATE ENTITY AS PER SEBI CIRCULAR

SEBI/HO/DDHS/CIR/P/2018/144 DATED NOVEMBER 26, 2018

Dear Sir I Madam,

We would like to inform you that the Company is not falling under category of 'Large
Corporate' as per the applicability criteria mentioned under the SEBI Circular No.
SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 with respect to fund raising by
issuance of Debt Securities by Large Corporates.

We request you to take the same on your records and oblige.

Yours Faithfully,

Regd. Office : Sovereign House, 11-A, Mahal Ind. Estate, Mahakali Caves Road, Andheri (E), Mumbai 400 093, India.
CIN No. L36912MH1974PLC017505 0 GST No. 27AAACS8558C1Z9
Email : (Sales) - sovereignjewellery@[Link] *(Accounts)- accountssovereign@[Link]
Tel.: 9122-49795491/92 -49744006.
9EC/SW /2023-24 April 10,2023

To,
CORPORATE COMPLIANCE CELL (LISTING)
BOMBAY STOCK EXCHANGE LIMITED,
P.I. TOWER
25rH FLOO& DALAL STREET
MUMBAI.4OOOO1

Ref: - Scrip Code/ SYMBOL: - 505807 / ROLCOEN

Dear Sir f Madarn,

Sub: - Compliance certificate pursuant to Regulation 7(3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,20L5 for the Year ended 31't March,2023.

Please find enclosed a Certificate dated April 10, 2023 for the year ended March 31,
2023, certifying that all activities in relation to both physical and electronic share
transfer facility (Dematerialisation & Remateriatisation) are maintained by Link
Intime India Private Limited (SEBI Registration No.INR000004058), the Registrar and
Share Transfer Agent of Company.

This certificate has been issued in terms of Regulation 7(3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015.

This is for your information and records.

Yours faithful\y,
'
For Rolcon Engineering Co. Ltd.,

4. 9' fr,nio
(Ashish S. Amin)
Managing Director
DIN:01130354

Regd. Office : CIN : 129259GJ1961 P1C001439,

Anand-Sojitra Road, Phone : 02692-2307 66/230866,
Vallabh Vidyanagar - 388 120, Web:- [Link]
ISO:9001 :2015 Anand, Gujarat, lndia. Email:- rolcon@[Link]
Certi No. 04 100 067292
(Rol-Kobo Transmission Rolter Conveyor Chains & Sprocket Wheels) ln collaboration with Messrs XOSO CmOtt Co. KG, Germany.
sEC/sE/ /2023-24 April 10,2023

To,
CORPORATE COMPLIANCE CELL (LISTING)
BOMBAY STOCK EXCHANGE LIMITED,
P.I. TOWER
25rH FLOOR" DALAL STREET
MUMBAI - 4OOOO1

Dear Sir f Madarn,

Comnliance cerl
Board of India s and
Regulations,2015 for the Year ended 31st March,2023.

Pursuant to Regulation 7(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, we hereby confirm for the
Year ended 31't March, 2023, all activities in relation to both physical and electronic
share transfer facility are maintained by the Company's Registrar and Share Transfer
Agent viz., Link Intime India Private Limited, which is a SEBI approved category-I,
Registrar & Transfer Agent registered with Securities and Exchange Board of India
(SEBI Registration Number: INR000004058).

For ROLCON ENGINEERING CO. LTD., FOT LINK INTIME INDIA PVT. LTD.,
ASHISHBHAI ASHOK
Digitally signed by ASHOK SOMAPPA
Digitally signed by SHETTY
DN: c=IN, o=Personal,
ASHISHBHAI pseudonym=0DB505944A6F355DDFD8298

SURESHBHAI SURESHBHAI AMIN

SOMAPPA
7B6CC1B50BBB26A98,
[Link]=d4a8f01a46fdb3760325bd6356b7
db23698dc31cfc6d998f45c3b82e153e2559,
Date: 2023.04.10
AMIN
postalCode=421202, st=Maharashtra,

SHETTY
serialNumber=C53A03C03FD8CED8D7DB26
10:35:32 +05'30' A04F4D14EEAEACC91745E9F70E1BBA79D8
B6AA3A04, cn=ASHOK SOMAPPA SHETTY
Date: 2023.04.12 15:06:11 +05'30'

(Ashish S. Amin) (Authorize d Representative)

Managing Director
DIN:01,130354

ffi
\# Regd. Office : CIN : 129259GJ'1961 P1C001439,
Anand-Sojitra Road, Phone : A2692-2307 66/230866,
Vallabh Vidyanagar - 388 120, Web :- www. rolconengi neeri n [Link]

ISO:9001:2015 Anand, Gujarat, lndia. Email:- rolcon@[Link]

Certi No. 04 1OO 067292
([Link] Transmission Roller Gonveyor Chains & Sprocket Wheels) ln collaboration with Messrs KOBO GmbH Co. KG, Germany.
DRAFT LETTER OF OFFER
“THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION”
The Letter of Offer is sent to you as a Public Shareholder (as defined below) of Diggi Multitrade Ltd (“Target Company”). If you require any clarifications about
the action to be taken, you may consult your stock broker or investment consultant or Manager to the Offer (as defined below) / Registrar to the Offer (as defined
below). In case you have recently sold your equity shares in the Target Company, please hand over the Letter of Offer, the accompanying Form of Acceptance-
cum-Acknowledgement and Transfer Form (Form SH-4) to the member of stock exchange through whom the said sale was effected.
Open Offer by
Mr. Samarth Prabhudas Ramanuj (“Acquirer 1”)
Residing at: 72, Vandematram Township, Near Gota Crosing, Gota, Daskroi, Ahmedabad, Chandlodia, Gujarat- 382481; Tel. No.: +91 90002 90009; Email
ID.: samarthramanuj512@[Link]; and
Mr. Raja Lachhmandas Utwani (“Acquirer 2”)
Residing at: L, 4, Kamla Co. Operative Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad, Gujarat - 380014; Tel. No.:
+91 90909 09098; Email ID.: rajautwani@[Link]
(Acquirer 1 and Acquirer 2 are hereinafter collectively referred to as “Acquirers”)
along with the following persons acting in concert
Ms. Shruti Ramanuj (“PAC 1”)
Residing at: 72, Vandematram Township, Near Vishwakarma Temple, Gota, Ahmedabad, Gujarat - 382481; Tel. No.: +91 90002 90009; Email ID:
shruti.samarth228@[Link]; and
Mr. Lachhman Ghanshamdas Utwani (“PAC 2”)
Residing at: 4, Kamla Co. Operative Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad, Gujarat - 380014; Tel. No.: +91
98245 86258; Email ID: lachhmanu@[Link]; and
Ms. Meena Lachhmandas Utwani (“PAC 3”)
Residing at: 4, Kamla Co. Operative Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad, Gujarat - 380014; Tel. No.: +91
98245 86258; Email ID: lachhman30@[Link]; and
Ms. Veena Lachhmandas Utwani (“PAC 4”)
Residing at: 4, Kamla Co. Operative Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad, Gujarat - 380 014;
Tel. No.: +91 98245 86258; Email ID: utwaniveena@[Link]; and
Haxco Invest Private Limited (“PAC 5”)
Corporate identification Number: U67190GJ2021PTC120888
Registered Office: 72, Vandematram Township, Near Railway Crossing, Opp. Vikram Plaza, Gota, Ahmedabad – 382 481, Gujarat;
Tel. No.: +91 9499594995; Email ID: samarthramanuj512@[Link]
(PAC 1, PAC 2, PAC 3, PAC 4 and PAC 5 are hereinafter collectively referred to as “PACs”)
To make a cash offer to acquire upto 25,20,000 (Twenty-Five Lakh Twenty Thousand) fully paid-up equity shares of face value of ₹ 10/- each representing
26.04% of the Voting Share Capital (as defined below) from Public Shareholders (as defined below) of
Diggi Multitrade Ltd (“Target Company”)
Corporate Identification Number: L65900MH2010PLC2047;
Registered Office: D-106, Crystal Plaza, Opposite Infiniti Mall, Link Road, Andheri (West), Mumbai – 400 053; Tel. No.: +91 22 2674 4365; Email ID:
diggimultitradeltd@[Link]
at a price of ₹ 19/- (Rupees Nineteen only) per Equity Share pursuant to and in compliance with the Regulations 3(1) and 4 of Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof (“SEBI (SAST) Regulations, 2011”)
1. This Open Offer (as defined below) is being made by the Acquirers alongwith the PACs pursuant to in compliance with the Regulations 3(1) and 4 and other
applicable regulations of the SEBI (SAST) Regulations, 2011 for substantial acquisition of shares and voting rights accompanied by change in control over
management of the Target Company.
2. This Open Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations, 2011.
3. This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations, 2011.
4. To the best of the knowledge and belief of the Acquirers alongwith the PACs, as on the date of this Draft Letter of Offer, there are no statutory approval(s)
required to the transaction under SPA (as defined below) or to acquire Equity Shares that are validly tendered pursuant to this Open Offer other than as indicated
in paragraph 7.4 of this DLOF. However, the Open Offer would be subject to all statutory approval(s) as may be required and/or may subsequently become
necessary to acquire at any later date.
5. If there is any upward revision in the Offer Price/Offer Size at any time up to One (1) working day prior to commencement of the Tendering Period i.e., any
time up to Monday, May 22, 2023, further, in accordance with Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations, 2011, in case of an upward
revision to the Offer Price or to the Offer Size, if any, on account of competing offers or otherwise, the Acquirers alongwith the PACs shall (i) make
corresponding increases to the escrow amount (ii) make public announcement in the same newspapers in which the DPS has been published; and (iii)
simultaneously notify to BSE, SEBI and the Target Company at its registered office. Such revision would be done in compliance with other formalities
prescribed under the SEBI (SAST) Regulations, 2011. The revised Offer Price would be payable for all the Equity Shares validly tendered anytime during the
Tendering Period.
6. If the Offer is withdrawn pursuant to Regulation 23 of SEBI (SAST) Regulations, 2011, the same would be communicated within two (2) working days by an
announcement in the same newspapers in which the Detailed Public Statement was published.
7. There is no Competing Offer as on the date of this Draft Letter of Offer.
8. A copy of Public Announcement, Detailed Public Statement, Draft Letter of Offer and Letter of Offer (including Form of Acceptance-cum-Acknowledgement)
will be available on the website of Securities and Exchange Board of India (“SEBI”) i.e. [Link].
All future correspondence, if any, should be addressed to the Manager to the Offer/ Registrar to the Offer at the address mentioned below:
MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Expert Global Consultants Private Limited Purva Sharegistry (India) Private Limited
1511, RG Trade Tower Netaji Subhash Place, Pitampura, Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg, Lower
New Delhi – 110 034, India; Parel East, Mumbai – 400 011, Maharashtra, India;
CIN: U74110DL2010PTC205995; CIN: U67120MH1993PTC074079;
Telephone: +91 11 4509 8234; Telephone: +91 22 2301 0771 / 4961 4132;
Email: openoffers@[Link]; Website: [Link]; Email: support@[Link];
Investor Grievance: compliance@[Link]; Website: [Link];
Contact Person: Mr. Gaurav Jain; Contact Person: Ms. Deepali Dhuri;
SEBI Registration No: INM000012874; SEBI Registration No: INR000001112;
Validity: Permanent Validity: Permanent

1
TENTATIVE SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER

Activity Day and Date

Issue of PA Friday, March 24, 2023
Publication of DPS in the newspapers Monday, April 3, 2023
Filing of draft letter of offer with SEBI Wednesday, April 12, 2023
Last date for public announcement of a competing offer Thursday, April 27, 2023
Last date for receipt of comments from SEBI on the draft letter of offer (in Monday, May 8, 2023
the event SEBI has not sought clarification or additional information from
the Manager to the Offer)
Identified Date* Wednesday, May 10, 2023
Last date for dispatch of the letter of offer to the Public Shareholders Wednesday, May 17, 2023
Last date for upward revision of the Offer Price and/or the Offer Size Monday, May 22, 2023

Last date of publication by which a committee of independent directors of Monday, May 22, 2023
the Target Company is required to give its recommendation to the Public
Shareholders of the Target Company for this Offer
Date of publication of advertisement for Offer opening Tuesday, May 23, 2023
Commencement of Tendering period Wednesday, May 24, 2023
Closure of Tendering period Tuesday, June 6, 2023
Last date of communicating of rejection/ acceptance and payment of Tuesday, June 20, 2023
consideration for accepted tenders/ return of unaccepted shares
Last date for publication of post-Open Offer public announcement in the Tuesday, June 27, 2023
newspapers in which the DPS was published
*
Date falling on the 10th (Tenth) working day prior to commencement of the Tendering Period, for the purposes
of determining the eligible shareholders of the Target Company to whom the Letter of Offer shall be sent. 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 at any time prior to the closure
of the Tendering Period.
Note: The above timelines are indicative (prepared on the basis of timelines provided under the SEBI (SAST)
Regulations, 2011) and are subject to receipt of relevant approvals, and may have to be revised accordingly.

2
RISK FACTORS RELATING TO THE TRANSACTION, THE PROPOSED OPEN OFFER AND THE
PROBABLE RISK INVOLVED IN ASSOCIATING WITH THE ACQUIRERS AND THE PACS:

A. Relating to the Transaction

The Open Offer is subject to the compliance of terms and conditions as set out under the Share Purchase
Agreement dated March 24, 2023. As on the date of this DLOF, there are no apparent condition mention in
the SPA (as defined below) which may warrant a withdrawal of the Offer under Regulation 23(1) of the SEBI
(SAST) Regulations, 2011. If later, any other statutory or regulatory approvals or no objection are required,
the Offer would become subject to receipt of such other statutory or regulatory or other approvals or no
objections.

B. Relating to the Proposed Open Offer

a. In the event that (a) any statutory approvals being required by the Acquirers alongwith the PACs at a
later date, this Offer shall be subject to such approvals and the Acquirers alongwith the PACs shall make
the necessary applications for such approvals and in case of delay in receipt of any such statutory
approvals; (b) there is any litigation leading to a stay on the Open Offer; or (c) SEBI instructs the
Acquirers alongwith the PACs not to proceed with the Open Offer, then the Offer process may be delayed
beyond the schedule of activities indicated in this Draft Letter of Offer. Consequently, the payment of
consideration to the Public Shareholders whose Equity Shares have been accepted in this Open Offer as
well as return of the Equity Shares not accepted by the Acquirers alongwith the PACs may be delayed.
In case of delay, due to non-receipt of statutory approval(s) in accordance with Regulation 18(11) of the
SEBI (SAST) Regulations, 2011, SEBI may, if satisfied that the non-receipt of approvals was not due to
any wilful default or negligence on the part of the Acquirers alongwith the PACs, grant extension for the
purpose of completion of this Open Offer subject to Acquirers alongwith the PACs agreeing to pay
interest to the Public Shareholders, as may be specified by SEBI.

b. The Acquirers alongwith the PACs will not proceed with the Open Offer in the event statutory approvals,
if any required, are refused in terms of Regulation 23(1)(a) of SEBI (SAST) Regulations, 2011.

c. The tendered Equity Shares in physical form with the related documents submitted therewith would be
held in trust by the Registrar to the Offer and in credit of the Depositories account until the process of
acceptance of Equity Shares tendered and payment of consideration to the respective Public Shareholders
is completed.

d. Equity Shares cannot be withdrawn once tendered, even if the acceptance of Equity Share under the Offer
and dispatch of consideration is delayed. The Public Shareholders will not be able to trade in such Equity
Shares which are in the custody of the Registrar to the Offer and/or Clearing Corporation.

e. In the event of over-subscription to the Offer, the acceptance will be on a proportionate basis.

f. The Public Shareholders are advised to consult their respective tax advisors for assessing the tax liability
pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their
respective assessing officers in their case and the appropriate course of action that they should take. The
Acquirers, PACs and the Manager to the Offer do not accept any responsibility for the accuracy or
otherwise of the tax provisions set forth in this Draft Letter of Offer.

g. The Acquirer along with the PACs and the Manager to the Offer accept no responsibility for statements
made otherwise than in the PA, DPS, this DLOF or in the advertisement or any materials issued by or at
the instance of the Acquirer and PACs, excluding such information pertaining to the Target Company,
which has been obtained from publicly available sources or provided or confirmed by the Target
Company. Any person placing reliance on any other source of information will be doing so at his/her/its
own risk.

C. Relating to Acquirers and the PACs

a. The Acquirers, the PACs and Manager to the Offer makes no assurance with respect to the financial
performance of the Target Company and disclaim any responsibility with respect to any decision by the
shareholders on whether or not to participate in the Open Offer.

3
b. The Acquirers, the PACs and Manager to the Offer makes no assurance with respect to their
investment/divestment decisions relating to their proposed shareholding in the Target Company.

c. The Acquirers, the PACs and Manager to the Offer do not provide any assurance with respect to the
market price of the Equity Shares of the Target Company before, during or after the Open Offer and
expressly disclaims any responsibility or obligation of any kind (except as required by applicable law)
with respect to any decision by any shareholder on whether to participate or not to participate in this
Open Offer.

The risk factors set forth above are not intended to cover a complete analysis of all risks as perceived in
relation to the Offer or in association with the Acquirers alongwith the PACs, but are only indicative. The
risk factors set forth above pertain to the transaction, acquisition and the Offer and do not pertain to the
present or future business or operations of the Target Company or any other related matters and are
neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or
otherwise by Public Shareholder in the Offer. Public Shareholders of the Target Company are advised to
consult their stockbroker, tax advisors or investment consultant, for further risks with respect to their
participation in the Offer.

CURRENCY OF PRESENTATION

In this Draft Letter of Offer, all references to Rs. / Rupees / “₹” are to Indian Rupee(s), the official currency of
India.

In this Draft Letter of Offer, any discrepancy in any table between the total and sums of the amount listed are due
to rounding off.

4
Table of Contents
1. DEFINITIONS ................................................................................................................................... 6

2. DISCLAIMER CLAUSE ................................................................................................................... 7

3. DETAILS OF THE OPEN OFFER................................................................................................... 8

4. BACKGROUND OF THE ACQUIRERS, PACS AND PROMOTER SELLERS ......................... 11

5. BACKGROUND OF THE TARGET COMPANY ......................................................................... 16

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS ............................................................... 19

7. TERMS AND CONDITIONS OF THE OFFER ............................................................................. 21

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER ............................. 24

9. NOTE ON TAXATION ................................................................................................................... 31

10. DOCUMENTS FOR INSPECTION ............................................................................................ 32

11. DECLARATION BY THE ACQUIRERS AND THE PACs ...................................................... 33

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1. DEFINITIONS

Acquirers Mr. Samarth Prabhudas Ramanuj (“Acquirer 1”) and Mr. Raja Lachhmandas Utwani
(“Acquirer 2”) (Acquirer 1 and Acquirer 2 are hereinafter collectively referred to as
“Acquirers”);
Buying Broker Rikhav Securities Limited
CDSL Central Depository Services (India) Limited
CIN Corporate Identification Number
Clearing Corporation Indian Clearing Corporation Limited
Depositories Central Depository Services Limited and National Securities Depository Limited
DLOF/Draft Letter of This Draft Letter of Offer dated April 12, 2023
Offer
DPS/Detailed Public Detailed Public Statement dated April 2, 2023, and which was published in newspapers
Statement on April 3, 2023
DIN Director Identification Number
DP Depository Participant
EPS Earnings per share
Equity Share(s) Fully paid-up equity shares of the Target Company of face value of ₹10/- each
Escrow Agreement Escrow Agreement dated March 24, 2023, entered into between the Acquirers, Escrow
Banker and Manager to the Offer
Escrow Banker Axis Bank Limited
FEMA The Foreign Exchange Management Act, 1999, as amended or modified from time to time
FII/FPI Foreign Institutional Investor or Foreign Portfolio Investor as defined in FEMA
Form of Acceptance / Form of Acceptance-cum-Acknowledgement
FOA
Identified Date The date falling on the 10th (tenth) Working Day prior to the commencement of the
Tendering Period for the purposes of determining the Public Shareholders to whom the
LOF shall be sent
Income Tax Act/ IT Income Tax Act, 1961, as amended
Act
Letter of Offer or LOF Letter of Offer dated [●]
Manager to the Expert Global Consultants Private Limited
Offer/Merchant Banker
NRI Non-Resident Indian
NSDL National Securities Depository Limited
OCB(s) Erstwhile Overseas Corporate Bodies
Offer Consideration ₹ 4,78,80,000 /- (Rupees Four Crore Seventy-Eight Lakh Eighty Thousand only)
Offer or Open Offer Open Offer for acquisition upto of 25,20,000 (Twenty-Five Lakh Twenty Thousand)
Equity Shares representing 26.04% of Voting Share Capital of the Target Company at a
price of ₹ 19/- (Rupees Nineteen Only) per Equity Share payable in cash.
Offer Price ₹19/- (Rupees Nineteen Only) per Equity Share payable in cash
Offer Period The period between the date on which the PA was issued by the Acquirers and the PACs
and the date on which the payment of consideration to the Public Shareholders whose
Equity Shares are validly accepted in this Offer, is made, or the date on which this Offer
is withdrawn, as the case may be
Offer Shares 25,20,000 (Twenty-Five Lakh Twenty Thousand) Equity Shares
Offer Size 25,20,000 (Twenty-Five Lakh Twenty Thousand) Equity Shares representing 26.04% of
the Voting Share Capital of the Target Company at a price of ₹ 19/- (Rupees Nineteen
Only) per Equity Share aggregating to ₹ 4,78,80,000 /- (Rupees Four Crore Seventy-Eight
Lakh Eighty Thousand only).
Public Announcement / Public Announcement dated March 24, 2023
PA
Person Acting in Ms. Shruti Ramanuj (“PAC 1”), Mr. Lachhman Ghanshamdas Utwani (“PAC 2”), Ms.
Concert/ PACs Meena Lachhmandas Utwani (“PAC 3”), Ms. Veena Lachhmandas Utwani (“PAC 4”)
and Haxco Invest Private Limited (“PAC 5”) (PAC 1, PAC 2, PAC 3, PAC 4 and PAC 5
are hereinafter collectively referred to as “PACs”).
PAT Profit After Tax
Paid-up Equity Share ₹ 9,67,75,000/- (Rupees Nine Crore Sixty-Seven Lakh Seventy-Five Thousand Only)
Capital divided into 96,77,500 (Ninety-Six Lakh Seventy-Seven Thousand Five Hundred) Equity

6
Shares of face value of ₹ 10/- (Rupees Ten Only) each.
Promoter Sellers Dr. Pradeepkumartana Naidu (“Seller 1”), Dr. Sangeeta Naidu (“Seller 2”) and Mr.
Siddhant Pradeep (“Seller 3”) (Seller 1, Seller 2 and Seller 3 are hereinafter collectively
referred to as “Promoter Sellers”).
Public Shareholders All the public shareholders of the Target Company who are eligible to tender their Equity
Shares in the Offer, except (i) the Acquirers; (ii) the PACs; (iii) the parties to the
underlying SPA; and (iv) persons deemed to be acting in concert with the persons set out
in (i), (ii) and (iii), pursuant to and in compliance with the SEBI (SAST) Regulations,
2011
RBI The Reserve Bank of India
Registrar to the Offer Purva Sharegistry (India) Private Limited
Rs. or Rupees or ₹ Indian Rupees
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992 and subsequent amendment thereto
SEBI (LODR) Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations, 2015 Requirements) Regulations, 2015 and subsequent amendment thereto.
SEBI (SAST) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 Regulations, 2011 and subsequent amendments thereto
Share Purchase Share purchase agreement dated March 24, 2023, between the Acquirers and the Promoter
Agreement / SPA Sellers, wherein the Acquirers propose to acquire 31,65,000 (Thirty-One Lakh Sixty-Five
Thousand) Equity Shares representing 32.70% of Paid-up Equity Share Capital of the
Target Company, at a price of ₹ 10 (Rupees Ten only) per Equity Share of the Target
Company.
Stock Exchange BSE Limited (“BSE”)
Target Company Diggi Multitrade Limited
Tendering Period Period commencing from Wednesday, May 24, 2023 and closing on Tuesday, June 6,
2023, both days inclusive.
TRS Transaction Registration Slip
Voting Share Capital Share capital of the Target Company as of the 10th (Tenth) Working Day from the closure
of the Tendering Period of the Offer i.e ₹ 9,67,75,000/- (Rupees Nine Crore Sixty-Seven
Lakh Seventy-Five Thousand Only) divided into 96,77,500 (Ninety-Six Lakh Seventy-
Seven Thousand Five Hundreds) Equity Shares of face value of ₹ 10/- (Rupees Ten Only)
each.
Working Day Any working day of SEBI
Notes: (1) All capitalized terms used in this DLOF and not specifically defined herein shall have the meaning as
ascribed to them in the SEBI (SAST) Regulations, 2011.
(2) In this DLOF, any reference to the singular will include the plural and vice-versa.

2. DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER

WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME
HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER
HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEEING
WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO
FACILITATE THE SHAREHOLDERS OF DIGGI MULTITRADE LIMITED, TO TAKE AN
INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, PACS OR
THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR
THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE
LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE
ACQUIRERS AND PACS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS,
ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE LETTER OF
OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT ACQUIRERS AND PACS DULY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT
BANKER “EXPERT GLOBAL CONSULTANTS PRIVATE LIMITED” HAS SUBMITTED A

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DUE DILIGENCE CERTIFICATE DATED APRIL 12, 2023 TO SEBI IN ACCORDANCE WITH
THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATIONS
2011 AND SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING OF THE DRAFT
LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS AND PACS FROM
THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAYBE
REQUIRED FOR THE PURPOSE OF THE OPEN OFFER.”

3. DETAILS OF THE OPEN OFFER

3.1. Background of the Open Offer

3.1.1 This Open offer is a mandatory offer under the Regulations 3(1) & 4 of the SEBI (SAST) Regulations,
2011 pursuant to substantial acquisition of Equity Shares and Voting rights accompanied with change in
control of the Target Company. This Offer has been triggered pursuant to the execution of the Share
Purchase Agreement dated March 24, 2023.

3.1.2 Preceding the date of the PA, Mr. Samarth Prabhudas Ramanuj (“Acquirer 1”) and Mr. Raja Lachhmandas
Utwani (“Acquirer 2”) (Acquirer 1 and Acquirer 2 are hereinafter collectively referred to as “Acquirers”)
alongwith Ms. Shruti Ramanuj (“PAC 1”), Mr. Lachhman Ghanshamdas Utwani (“PAC 2”), Ms. Meena
Lachhmandas Utwani (“PAC 3”), Ms. Veena Lachhmandas Utwani (“PAC 4”) and Haxco Invest Private
Limited (“PAC 5”) (PAC 1, PAC 2, PAC 3, PAC 4 and PAC 5 are hereinafter collectively referred to as
“PACs”), held 11,40,000 Equity Shares representing 11.78% of Paid-up Equity Share Capital of the Target
Company as below:

Particulars No. of Equity Shares % of Paid-up Equity Share

Capital
Acquirer 1 50,000 0.52%
Acquirer 2 Nil Nil
PAC 1 1,10,000 1.14%
PAC 2 3,40,000 3.51%
PAC 3 90,000 0.93%
PAC 4 2,10,000 2.17%
PAC 5 3,40,000 3.51%
Total 11,40,000 11.78%

3.1.3 This Open Offer is being made pursuant to the execution of the share purchase agreement dated March 24,
2023 (“SPA”) between the Acquirers and the Promoter Sellers wherein the Acquirers propose to acquire
31,65,000 (Thirty-One Lakh Sixty-Five Thousand) Equity Shares representing 32.70% of Paid-up Equity
Share Capital of the Target Company, at a price of ₹ 10 (Rupees Ten only) per Equity Share of the Target
Company aggregating to ₹ 3,16,50,000/- (Rupees Three Crore Sixteen Lakh Fifty Thousand Only) to be
paid in cash. Pursuant to the SPA the shareholding of the Acquirers alongwith the PACs shall increase to
more than 25% of Paid-up Equity Share Capital of the Target Company alongwith the acquisition of control
of the Target Company. Accordingly, this mandatory Offer is being made by the Acquirers and PACs, in
compliance with Regulations 3(1) and 4 and other applicable provisions of the SEBI (SAST) Regulations,
2011.

3.1.4 The salient features of the SPA are as follows:

i. The Acquirers have agreed to acquire and Promoter Sellers have agreed to sell 31,65,000 (Thirty-One
Lakhs Sixty-Five Thousand) Equity Shares constituting 32.70% of Paid-up Equity Share Capital of
the Target Company at a price of ₹ 10/- (Rupees Ten only) per Equity Share of the Target Company
to Acquirers along with the control of the Target Company in term of SEBI (SAST) Regulations,
2011 (“Sale Shares”).

ii. The Promoter Sellers agree to abide by all their obligations as contained in the SEBI (SAST)
Regulations, 2011 as amended from time to time.

iii. The Acquirers agree that they shall comply with the SEBI (SAST) Regulations, 2011, as may be
required to be complied with, for the registration of the transfer of the Sale Shares in favour of the
Acquirers.

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iv. The transaction of the Sale Shares will be either through the stock exchange settlement process or as
an off-market transaction in terms of the SEBI (SAST) Regulations, 2011.

v. The Promoter Sellers agree and confirm that they shall not buy or sell any Equity Share of the Target
Company until the transaction execution of the agreement or cancellation thereof.

vi. The Acquirers and Promoter Sellers agree to take steps to comply with the SEBI (SAST) Regulations,
2011 and to comply with all laws that may be required to give effect to the Sale Shares

vii. The Acquirers have paid a sum of ₹ 5,00,000/- (Rupees Five Lakh Only) as a token amount to the
Promoter Sellers apart from the sale proceeds and as a part of initiating due diligence process.

viii. The Promoter Sellers hereby declare and represent that they are the sole and absolute owners of the
Sale Shares of the Target Company and have full right, power and authority to sell the same to the
Acquirers. The Sellers further declare and assure that the Sale Shares of the Target Company are free
from all encumbrances, mortgages and liens.

ix. Earlier, if the Promoter Sellers had not complied with the regulatory requirements within the
prescribed time limit and now, they have complied with the regulatory requirements. However, any
penalty, fees, charges, interest or any other expenses are outstanding for the same or arise in future,
the Promoter Sellers shall be responsible and shall pay the actual payment of such any penalty, fees,
charges, interest or any other expenses related to non-compliance.

x. Details of the Acquirers and the Promoter Sellers with respect to number of Equity Shares agreed to
be acquired and sold:

Name of Acquirers No. of Equity % Paid-up Equity Share Name of the Promoter
Shares agreed to be Capital of the Target Sellers
Acquired Company
Mr. Samarth Prabhudas 15,82,500 16.35% Dr. Pradeepkumartana
Ramanuj Naidu
Mr. Raja Lachhmandas 45,000 0.46% Dr. Pradeepkumarta
Utwani Naidu
Mr. Raja Lachhmandas 14,77,500 15.27% Dr. Sangeeta Naidu
Utwani
Mr. Raja Lachhmandas 60,000 0.62% Mr. Siddhant Pradeep
Utwani
Total 31,65,000 32.70%

xi. Pursuant to this Offer and the transactions contemplated in the SPA, the Acquirers and PACs shall
become the promoter and promoter group of the Target Company and the existing promoter i.e.
Promoter Sellers will cease to be the promoter and promoter group of the Target Company in
accordance with the provisions of Regulation 31A of the SEBI (LODR) Regulations, 2015.

3.1.5 The Offer is not a result of global acquisition resulting in indirect acquisition of Equity Shares of the Target
Company.

3.1.6 The Acquirers and PACs have not entered into a separate agreement with regard to the Open Offer or
acquisition of Equity Shares of the Target Company.

3.1.7 There is no separate arrangement for the proposed change in control of the Target Company, except for the
terms as mentioned in SPA.

3.1.8 There may be changes in the composition of Board of Directors of the Target Company after the completion
of Offer, in accordance with applicable laws (including without limitation, the Companies Act, 2013, the
SEBI (LODR) Regulations, 2015 and Regulation 24 of the SEBI (SAST) Regulations, 2011. No proposal
in this regard has been finalized as on the date of this Draft Letter of Offer.

3.1.9 The Acquirers and the PACs haves not been prohibited by SEBI from dealing in securities, in terms of

9
direction issued under Section 11B of the SEBI Act or under any of the regulations made under the SEBI
Act.

3.1.10 The Manager to the Offer does not hold any Equity Shares in the Target Company as on the date of this
DLOF. The Manager to the Offer further declares and undertakes, not to deal on their own account in the
Equity Shares of the Target Company during the Offer period.

3.1.11 Upon completion of the Open Offer, assuming full acceptances, the public shareholding of the Target
Company will not fall below minimum level of public shareholding as required to be maintained as per
Rule 19A(1) of Securities Contract (Regulation) Rules, 1957 as amended and Regulation 38 of the, SEBI
(LODR), 2015.

3.1.12 As per Regulations 26(6) and 26(7) of SEBI (SAST) Regulations, 2011, the board of directors of the Target
Company is required to constitute a committee of independent directors, to provide its written reasoned
recommendation on the Offer, to the Public Shareholders of the Target Company and such recommendation
shall be published at least two working days before the commencement of the Tendering Period, in the
same newspapers where the DPS was published.

3.1.13 Any Public Shareholder required to obtain any governmental or regulatory approval, if any, must obtain all
such requisite approvals required to tender the Offer Shares held by them, in this Open Offer. Further, if
holders of the Equity Shares who are not persons resident in India (including NRIs, erstwhile OCBs and
FIIs) had required any approvals (including from the RBI or the FIPB or any other regulatory body) in
respect of the Offer Shares held by them, they will be required to submit such previous approvals that they
would have obtained for holding the Offer Shares, along with the other documents required to be tendered
to accept this Open Offer. In the event such approvals are not submitted, the Acquirer and the PACs reserve
the right to reject such Equity Shares tendered in this Open Offer.

3.2. Details of the Proposed Open Offer

3.2.1 This Open Offer is being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011 to all
the Public Shareholders of the Target Company for acquisition of 25,20,000 (Twenty-Five Lakh Twenty
Thousand) Equity Shares representing 26.04% of fully paid-up equity share capital and voting capital of
the Target Company (“Offer Size”) at a price of ₹ 19/- (Rupees Nineteen Only) per Equity Share (“Offer
Price”) payable in cash and subject to the terms and conditions set out in this Draft Letter of Offer and
Letter of Offer, that will be sent to all Public Shareholders of the Target Company.

3.2.2 The PA in connection with the Open Offer was filed March 24, 2023 with the BSE. The same was sent to
the Target Company and SEBI vide letters dated March 24, 2023.

3.2.3 In accordance with Regulation 14(3) of SEBI (SAST) Regulations, 2011, the DPS was published in the
following newspapers on Monday, April 3, 2023:

Newspaper Language Editions

Financial Express English All Editions
Jansatta Hindi All Editions
Navshakti Marathi Mumbai Edition
Simultaneously, a copy of DPS was sent through the Manager to the Offer to BSE, SEBI and Target
Company. (The DPS is also available on the website of SEBI i.e. [Link])

3.2.4 There are no partly paid-up Equity Shares in the Target Company.

3.2.5 There is no differential pricing for this Offer.

3.2.6 This Open Offer is not a competing offer and there is no competing offer as on the date of this DLOF in
terms of Regulation 20 of the SEBI (SAST) Regulations, 2011.

3.2.7 This Offer is not conditional upon any minimum level of acceptance from the Public Shareholders of the
Target Company in terms of Regulation 19(1) of the SEBI (SAST) Regulations, 2011. There is no
differential pricing in the Offer.

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3.2.8 The Acquirers and the PACs have not acquired any Equity Shares of the Target Company after the date of
PA, i.e. March 24, 2023 and upto the date of this DLOF.

3.3. Object of the Open Offer

3.3.1 The prime objective of the Acquirers alongwith the PACs for this Open Offer is substantial acquisition of
Equity Shares and voting rights accompanied by control over the management of the Target Company.

3.3.2 The Acquirers alongwith the PACs propose to extend support to continue and expand the existing business
activities in same line through exercising effective management over the Target Company. However, the
Acquirers alongwith the PACs proposes to include manufacturing and distribution of food and beverage
business.

3.3.3 The Acquirers alongwith the PACs does not have any plans to dispose off or otherwise encumber any
significant assets of the Target Company for the next 2 (two) years from the date of closure of the Open
Offer, except in the ordinary course of business of the Target Company, and except to the extent required
for the purpose of restructuring and/or rationalization of the business, assets, investments, liabilities or
otherwise of the Target Company. In the event any substantial asset of the Target Company is to be sold,
disposed off or otherwise encumbered other than in the ordinary course of business, the Acquirers
alongwith the PACs undertake that they shall do so only upon the receipt of the prior approval of the
shareholders of the Target Company, by way of a special resolution passed by postal ballot, in terms of
Regulation 25(2) of SEBI (SAST) Regulations, 2011 and subject to the provisions of applicable law as may
be required.

4. BACKGROUND OF THE ACQUIRERS, PACS AND PROMOTER SELLERS

I. BACKGROUND OF THE ACQUIRERS

4.1. Mr. Samarth Prabhudas Ramanuj (“Acquirer 1”)

a) Mr. Samarth Prabhudas Ramanuj, son of Mr. Prabhudas Tribhovandas Ramanuj, aged 33 years, resides at
72, Vandematram Township, Near Gota Crosing, Gota, Daskroi, Ahmedabad, Chandlodia, Gujarat-
382481. He has completed higher secondary certificate examination in the year 2007. He has over 12 years
of experience in fields such as solar, business process outsourcing, travel and real estate industry. He is
associated as director in Mspr Infotech Private Limited (Executive and Promoter Director), Haxco Invest
Private Limited and Aficionados Consulting Private Limited.

b) Acquirer 1 is the husband of PAC 1 and director and shareholder of PAC 5.

c) Acquirer 1 is holding 50,000 Equity Shares representing 0.52% of Paid-up Equity Share Capital of the
Target Company prior to the execution of the SPA.

4.2. Mr. Raja Lachhmandas Utwani (“Acquirer 2”)

a) The Acquirer 2, son of Mr. Lachhmandas Ghanshamdas Utwani aged 31 years, resides at L, 4, Kamla Co.
Operative Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad,
Gujarat- 380014. He has completed his Bachelor of Commerce from New L. J. Commerce College,
Ahmedabad in the year 2012 and Post Graduate Diploma in Management from Som Lalit Institute of
Business Administration, Ahmedabad in the year 2014. He has over 10 years of experience in managing
businesses in the fields of real estate, business process outsourcing and travel industry. He is associated as
director in Intrinsic Infosoft Private Limited (Executive and Promoter Director) and DMG Technologies
Private Limited.

b) Acquirer 2 is the son of PAC 2 and PAC 3 and the brother of PAC 4.

c) Acquirer 2 is not holding any Equity Shares of the Target Company prior to the execution of the SPA.

II. BACKGROUND OF THE PACS

4.3. Ms. Shruti Ramanuj (“PAC 1”)

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a) The PAC 1, wife of Mr. Samarth Prabhudas Ramanuj, aged 28 years, resides at 72, Vandematram
Township, Near Vishwakarma Temple, Gota, Ahmedabad, Gujarat - 382481. She has completed her
Bachelors in Education from Aakar Adhyapan Mandir College in the year 2019. She has over 7 years of
experience in the field of automobile and real estate. She is associated as director in Haxco Invest Private
Limited and Kashtabhanjan Industries Private Limited.

b) PAC 1 is the wife of Acquirer 1 and director and shareholder of PAC 5.

c) As on the date of PA, PAC 1 holds 1,10,000 Equity Shares representing 1.14% of Paid-up Equity Share
Capital of the Target Company.

4.4. Mr. Lachhman Ghanshamdas Utwani (“PAC 2”)

a) PAC 2 son of Ghanshamdas Chandanmal Utwani, aged 61 years, resides at 4, Kamla Co. Operative
Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad, Gujarat-
380014. He does not possess any formal educational qualification. He has having experience of over 30
years in the field of real estate and automobile industry and associated as a director in Utwani Management
and Consultancy Services Private Limited.

b) PAC 2 is the father of Acquirer 2 and PAC 4 and the husband of PAC 3.

c) As on the date of PA, PAC 2 holds 3,40,000 Equity Shares representing 3.51% of Paid-up Equity Share
Capital of the Target Company.

4.5. Ms. Meena Lachhmandas Utwani (“PAC 3”)

a) PAC 3, wife of Mr. Lachhman Ghanshamdas Utwani, aged 56 years, resides at 4, Kamla Co. Operative
Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad, Gujarat-
380014. She does not possess any formal educational qualification. She is director in Utwani Management
and Consultancy Services Private Limited and Intrinsic Infosoft Private Limited. She is handling
administrations for the company.

b) PAC 3 is the mother of Acquirer 2 and PAC 4 and the wife of PAC 2.

c) As on the date of PA, PAC 3 holds 90,000 Equity Shares representing 0.93% of Paid-up Equity Share
Capital of the Target Company.

4.6. Ms. Veena Lachhmandas Utwani (“PAC 4”)

a) The PAC 4, daughter of Mr. Lachhman Ghanshamdas Utwani, aged 33 years, resides at 4, Kamla Co.
Operative Housing Society, Opp. Sardar Patel Stadium, Navrangpura, Ahmedabad City, Ahmedabad,
Gujarat- 380 014. She does not possess any formal educational qualification. She is associated as director
in Utwani Management and Consultancy Services Private Limited. She is responsible for the client
onboarding, engagement and administration related work and is instrumental in strategic decisions for the
company.

b) PAC 4 is a daughter of PAC 2 and PAC 3 and sister of Acquirer 2.

c) As on the date of PA, PAC 4 holds 2,10,000 Equity Shares representing 2.17% of Paid-up Equity Share
Capital of the Target Company.

4.7. Haxco Invest Private Limited (“PAC 5”)

a) PAC 5 was incorporated as a private limited company on March 5, 2021 as ‘Haxco Invest Private Limited’,
under the provision of Companies Act, 2013, having CIN U67190GJ2021PTC120888. The registered
office of the PAC 5 is situated 72, Vandematram Township, Near Railway Crossing, Opp. Vikram Plaza,
Gota, Ahmedabad – 382 481, Gujarat. Its Tel. No. is + 91 94995 94995. There has been no change in the
name of PAC 5 since incorporation.

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b) PAC 5 is primarily into the business of buying, selling, reselling, consulting, and to invest in shares, mutual
fund, stocks all kinds of money, currency, bonds, promissory notes, traveler’s cheques, and to consult,
advise, guide, negotiate, manage, book, hedge, maintain, remit foreign exchange and dealing in all kinds
of goods, materials and items in India or in any other part of the world.

c) The equity shares of the PAC 5 are not listed on any stock exchange.

d) As on the date of PA, PAC 5 holds 3,40,000 Equity Shares representing 3.51% of fully paid-up equity
share capital and voting capital of the Target Company.

e) Acquirer 1 and PAC 1 are the shareholders/persons in control and directors of PAC 5.

f) As on date of this DLOF, the shareholding pattern of the PAC 5 is set out below:

Sr. No. Shareholder’s category No. of equity shares held %

1. Promoter 10,000 100
2. FII/ Mutual-Funds/FIs/Banks - -
3. Public - -
Total Paid-up Capital 10,000 100

g) As on date of this DLOF, the Board of Directors of the PAC 5 are as under:

Name DIN Designation Qualification and Experience Date of Initial

Appointment
Samarth 06660127 Director He has completed higher secondary March 5, 2021
Prabhudas certificate examination in the year 2007. He
Ramanuj has over 12 years of experience in fields such
as solar, business process outsourcing, travel
and real estate industry. He is also associated
as director in Mspr Infotech Private Limited
and Aficionados Consulting Private Limited.
Shruti 09093690 Director She has completed her Bachelors in March 5, 2021
Ramanuj Education from Aakar Adhyapan Mandir
College in the year 2019. She has over 7
years of experience in the field of automobile
and real estate. She is also associated as
director in Kashtabhanjan Industries Private
Limited.

h) None of the directors of PAC 5, are on the board of directors of Target Company.

i) Summary of the un-audited financial statements for the nine months ended December 31, 2022, subjected
to limited review by the auditor and audited financial statements for the financial year ended March 31,
2022, are as follows:
(₹ in Lakhs except other financial data)
Particulars Nine months ended Financial Year ended
December 31, 2022 March 31, 2022
(Un-audited) (Audited)
Profit & Loss Statement
Income from operations – –
Other Income – –
Total Income – –
Total Expenditure – -0.19
Profit before Depreciation, Interest & Tax – -0.19
Depreciation – –
Interest – –
Profit / (Loss) before Tax – -0.19
Provision for Tax – –

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Particulars Nine months ended Financial Year ended
December 31, 2022 March 31, 2022
(Un-audited) (Audited)
Profit / (Loss) after Tax – -0.19
Balance Sheet
Sources of funds
Paid up share capital 1.00 1.00
Reserves and Surplus (excluding revaluation -0.19 -0.19
reserves)
Networth 0.81 0.81
Secured loans NA NA
Unsecured loans 530.29 1.00
Total 531.10 1.81
Uses of funds
Net fixed assets NA NA
Investments 530.56 NA
Net current assets 0.54 1.81
Total miscellaneous expenditure not written off NA NA
Total 531.10 1.81
Other Financial Data
Dividend % NA NA
Earning Per Share (₹) NA NA
Return on Net Worth ( % ) NA NA
Book Value Per Share (₹) 8.10 8.10
(Source: Certificate dated March 24, 2023 issued by Ms. Purvi Sandipkumar Sharda (Membership No.:
144566) partner of M/s. Purvi Sandip Sharda, Chartered Accountants (Firm Registration No.: 0010361C).
Note: As PAC 5 was incorporated on March 5, 2021, audited financial information for the financial year
ending March 31, 2021 and March 31, 2020 is not applicable
j) As of the date of this Draft Letter of Offer, PAC 5 had no major contingent liabilities.

4.8. Other Details of the Acquirers and the PACs:

a) The net worth of Acquirer 1 and PAC 1 as certified vide certificate dated March 24, 2023 issued by Ms.
Purvi Sandipkumar Sharda (Membership No.: 144566) partner of M/s. Purvi Sandip Sharda, Chartered
Accountants (Firm Registration No.: 0010361C), having office at 306, Vraj Valencia, Behind Mahindra
Car Show Room, S. G. Highway, Sola, Ahmedabad – 380 060, Gujarat; Tel. No.: +91 88492 42899 is as
below:

Acquirer 1 ₹ 4,60,28,334/- (Rupees Four Crore Sixty Lakh Twenty-Eight Thousand Three Hundred
and Thirty-Four only)
PAC 1 ₹ 4,14,13,328/- (Rupees Four Crore Fourteen Lakh Thirteen Thousand Three Hundred
Twenty-Eight only)

b) The net worth of Acquirer 2, PAC 2, PAC 3 and PAC 4 as certified vide certificate dated March 24, 2023
issued by Mr. Ronak Mukeshbhai Shah (Membership No.: 603203) partner of M/s. Shah Vagrecha &
Associates, Chartered Accountants (Firm Registration No.: 155653W), having office at E-427, Sumel-7,
Soni Ni Chali, Opp. Brts Stand, Ahmedabad – 382 350, Gujarat; Tel. No.: +91 84608 76584 is as below:

Acquirer 2 ₹ 61,86,079.88 (Rupees Sixty-One Lakh Eighty-Six Thousand Seventy-Nine and Eighty-
Eight Paisa only)
PAC 2 ₹ 14,05,31,542.28 (Rupees Fourteen Crore Five Lakh Thirty-One Thousand Five Hundred
Forty-Two and Twenty-Eight Paisa only)
PAC 3 ₹ 12,07,53,429.69 (Rupees Twelve Crore Seven Lakh Fifty-Three Thousand Four
Hundred Twenty-Nine and Sixty-Nine Paise only)
PAC 4 ₹ 4,27,32,371.88 (Rupees Four Crore Twenty-Seven Lakh Thirty-Two Thousand Three
Hundred Seventy-One and Eighty-Eight Paisa only)

14
c) Other than the relationship disclosed in this DLOF, the Acquirers and PACs have no other relationship
with each other.

d) Acquirers and PACs do not belong to any group.

e) Acquirers and PACs do not hold any position on board of directors of any listed company.

f) Other than the PACs, no person is acting in concert with the Acquirers for the purpose of this Open Offer.
While persons may be deemed to be acting in concert with the Acquirers and / or the PACs in terms of
Regulation 2(1)(q)(2) of the SEBI (SAST) Regulations, 2011 (“Deemed PACs”), such Deemed PACs are
not acting in concert with the Acquirers and / or the PACs for the purpose of this Open Offer, within the
meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations, 2011.

g) Apart from the shareholding of the Acquirers and PACs in the Target Company, as applicable, the
Acquirers and PACs do not have any other relationship with the Target Company. Further, Acquirers and
PACs do not have any representatives on the Board of Directors of the Target Company.

h) Acquirers and PACs are not related to Promoters, Directors or Key Managerial Personnel of the Target
Company.

i) As on the date of this DLOF, Acquirers and PACs confirm that they have 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.

j) In terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations, 2011, the Acquirers and the PACs have
confirmed that they have not been categorized as a “wilful defaulter” by any bank or financial institution
or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank
of India.

k) In terms of Regulation 2(1)(ja) of the SEBI (SAST) Regulations, 2011, the Acquirers and the PACs have
confirmed that they have not been declared as a “fugitive economic offender” under Section 12 of the
Fugitive Economic Offenders Act, 2018 (17 of 2018).

l) Acquirers and PACs have confirmed that currently there are no pending litigations pertaining to securities
market where they have made party to.

III. BACKGROUND OF THE PROMOTER SELLERS

1. The details of the Promoter Sellers have been set out hereunder:

Name of the Promoter Address Shareholding in the Target Company

Sellers No. of Equity % of Paid-up Equity
Shares Share Capital
Dr. Pradeepkumartana No. 07, Prasiddhi Ground Floor, 16,27,500 16.82%
Naidu (“Seller 1”) Kempton Park Apartment,
Dr. Sangeeta Naidu Kundalahalli, Near Ryan 14,77,500 15.27%
(“Seller 2”) International School, Bangalore
Mr. Siddhant Pradeep North, Marathahalli Colony, 60,000 0.62%
(“Seller 3”) Bangalore, Karnataka – 560037

2. The Promoter Sellers are individuals and a part of promoter group of the Target Company.

3. The Promoter Sellers do not belong to any group.

4. The Promoter Sellers have not been prohibited by SEBI from dealing in securities in terms of direction
issued under Section 11B of the SEBI Act, or under any of the regulations made under the SEBI Act.

15
5. BACKGROUND OF THE TARGET COMPANY: DIGGI MULTITRADE LIMITED
(Information relating to the Target Company mentioned under this section has been sourced from the
Target Company, information published by the Target Company or publicly available sources)

5.1. The Target Company was incorporated as “Diggi Securities Private Limited” under the provisions of the
Companies Act, 1956 on December 1, 2010, in Mumbai, Maharashtra. Subsequently, name of the
Company was changed from “Diggi Securities Private Limited” to “Diggi Multitrade Limited” vide fresh
Certificate of Incorporation pursuant to change of name dated June 5, 2014. The registered office of the
Target Company is situated at D-106, Crystal Plaza, Opposite Infiniti Mall, Link Road, Andheri (West),
Mumbai – 400 053, Tel. No.: +91 22 2674 4365; Email: diggimultitradeltd@[Link]; CIN No.:
L65900MH2010PLC210471. There has been no change in name of the Target Company in the last three
years.

5.2. The Authorized Share Capital of the Company is ₹ 10,00,00,000/- (Rupees Ten Crore Only) divided into
1,00,00,000 equity Shares of ₹ 10/- each. As on date, the issued, subscribed and paid-up capital of the
Target Company is ₹ 9,67,75,000/- (Rupees Nine Crore Sixty-Seven Lakhs Seventy-Five Thousand only)
divided into 96,77,500 equity Shares of ₹ 10/- each.

5.3. As on the date of this DLOF, share capital structure of the Target Company is as follows:

Paid-up Equity Shares of Target No. of Equity Shares/voting % of Equity Shares/ voting
Company rights rights
Fully paid-up Equity Shares 96,77,500 100.00
Partly paid-up Equity Shares NIL NIL
Total paid-up Equity Shares 96,77,500 100.00
Total voting rights in Target Company 96,77,500 100.00

5.4. The Equity Shares of the Target Company got listed on December 22, 2017 on the SME Platform of BSE
Limited (BSE SME). The ISIN of Equity Share of the Target Company is INE158R01012. The Equity
Shares of the Target Company are frequently traded on BSE within the meaning of explanation provided
in Regulation 2(1)(j) of the SEBI (SAST) Regulations, 2011. The Equity Shares are placed under Group
‘M’ having a Scrip ID of “DML” and Scrip Code of 540811 on BSE.

5.5. Currently, trading of Target Company’s Equity Shares are not suspended from BSE.

5.6. There are no Equity Shares of the Target Company that are issued, allotted, but not listed on the BSE.

5.7. As on date of this DLOF, the Target Company does not have any partly paid-up Equity Shares and there
are no outstanding warrants or options or similar instruments, convertible into Equity Shares at a later
stage. Further none of the Equity Shares of the Target Company are subject to any lock-in obligations.

5.8. The Board of Directors of the Target Company as on the date of DLOF are as under:

Name DIN Designation Date of Initial

Appointment
Anilkumar Pannalal Patni 06597013 Managing Director March 18, 2014
Pradeepkumartana 07482458 Wholetime Director February 08, 2022
Jankiramulu Naidu
Sangeeta Hariprasad Naidu 07484432 Executive cum Woman Director May 6, 2022
Selvendran Seevanyagam 06755329 Independent Director February 08, 2022
Parameswarannair Suresh 05119385 Non-Executive Independent February 08, 2022
Kumar Director
As on the date of this DLOF, there are no directors representing the Acquirers and/or PACs on the board
of the Target Company.

5.9. There has been no merger/de-merger, spin off during last three years involving the Target Company.

5.10. As on date of this DLOF, there is below mentioned outstanding punitive action taken by BSE Limited
against Target Company:

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a. For Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for quarter March 2022: ₹ 5,900/-
b. For Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for quarter March 2022: ₹ 1,180/-. The Target Company has made the
payment as on September 9, 2022.

5.11. The Target Company or its promoters and promoter group have not been declared as: (i) “wilful
defaulter” by any bank or financial institution or consortium thereof, in accordance with the guidelines
on wilful defaulters issued by the Reserve Bank of India, in terms of Regulation 2(1)(ze) of the SEBI
(SAST) Regulations, 2011; or (ii) a “fugitive economic offender” under Section 12 of the Fugitive
Economic Offenders Act, 2018 (17 of 2018), in terms of Regulation 2(1)(ja) of the SEBI (SAST)
Regulations, 2011.

5.12. Further, there are no directions subsisting or proceedings pending against the Target Company which
have been issued/ initiated by: (a) SEBI under SEBI Act, 1992 and the regulations made thereunder;
and/ or (b) any other regulator.

5.13. Summary of the un-audited financial statements for the six months ended September 30, 2022 subjected to
limited review by the auditor and audited financial statements for the financial year ended March 31, 2022,
March 31, 2021, March 31, 2020 are as follows:
(₹ in Lakhs except other financial data)
Particulars Six months ended Financial year Financial year Financial year
September 30, ended March 31, ended March 31, ended March 31,
2022 2022 2021 2020
(Un-audited) (Audited) (Audited) (Audited)
Profit & Loss Statement
Income from Operations - 724.19 10.50 71 .48
Other Income - 33.06 18.92 17.41
Total Income - 757.25 29.43 88.90
Total Expenditure 5.64 750.68 24.30 93.36
Profit Before Depreciation (5.64)
6.57 5.13 (4.46)
Interest and Tax
Depreciation 0.92 0.97 - -
Interest - - - -
Profit/(Loss) Before Tax (6.64) 5.59 5.13 (4.46)
Tax Expenses - 1.37 0.18 (2.01)
Profit/(Loss) After Tax (6.64) 4.23 4.95 (2.45)
Other Comprehensive Income / Loss - - - -
Total Comprehensive Income / (6.64)
4.23 4.95 (2.45)
Loss
Balance Sheet
Sources of funds
Paid up share capital 967.75 967.75 967.75 967.75
Reserves and Surplus (excluding 95.97 91.02
revaluation reserves) 93.56 100.19
Networth 1,061.31 1,067.94 1,063.71 1,058.77
Secured loans - - - -
Unsecured loans - - - -
Total 1,061.31 1,067.94 1,063.71 1,058.77

Uses of funds
Net fixed assets 8.72 9.65 0.05 0.05
Investments 51.81 51.81 51 .81 51.81
Other Current Assets 3.98 3.98 3.98 3.98
Net current assets 996.71 1,002.41 1,007.86 1,002.91

17
Particulars Six months ended Financial year Financial year Financial year
September 30, ended March 31, ended March 31, ended March 31,
2022 2022 2021 2020
(Un-audited) (Audited) (Audited) (Audited)
Deferred Tax Assets 0.09 0.09 0.01 0.02
Miscellaneous Expenditure not - - - -
written off
Total 1,061.31 1,067.94 1,063.71 1,058.77
Other Financial Data
Dividend (%) - - - -
Earnings Per Share (₹) (0.07) 0.04 0.05 (0.03)
Return on Net worth (%) -0.6% 0.4% 0.5% -0.2%
Book Value Per Share (₹) 10.97 11.04 10.99 10.94
(Source: Certificate dated March 24, 2023 issued by Mr. Nikhil Makhija (Membership No.: 176178), partner of
M/s SK JHA & CO., Chartered Accountants (Firm Registration No.: 126173W).
5.14. Pre and Post shareholding pattern of the Target Company and post shareholding pattern of the Target
Company is as follows:
Shares / voting rights Shares / voting rights Shares / voting rights Shareholding /
prior to the SPA / agreed to be acquired to be acquired in voting rights after
Shareholders’ Category acquisition and the which triggered under Open Offer the acquisition and
Offer the SEBI (SAST) (assuming full offer
Regulations, 2011 acceptances) (assuming full
acceptance)
(A) (B) (C) (A) + (B) + (C) = (D)
No % No % No % No %
(1) Promoters Group
a) Parties to SPA, namely
1. Dr. Pradeepkumartana Naidu 16,27,500 16.82% (16,27,500) (16.82%) - - - -
2. Dr. Sangeeta Naidu 14,77,500 15.27% (14,77,500) (15.27%) - - - -
3. Mr. Siddhant Pradeep 60,000 0.62% (60,000) (0.62%) - - - -
Total 1(a) 31,65,000 32.70% (31,65,000) (32.70%) - - - -
b) Promoters Other than (a) above - - - - - - - -
Total 1(a+b) 31,65,00 0 32.70% (31,65,000) (32.70%) - - - -
(2) Acquirers and PACS
a) Acquirers
1. Mr. Samarth Prabhudas Ramanuj 50,000 0.52% 15,82,500 16.35%
25,20,000 26.04%
2. Mr. Raja Utwani - - 15,82,500 16.35% 57,35,000 59.26%
Total (2)(a) 50,000 0.52% 31,65,000 32.70% 25,20,000 26.04% 57,35,000 59.26%
b) PACs
1. Ms. Shruti Ramanuj 1,10,000 1.14% - - - - 1,10,000 1.14%
2. Mr. Lachhman Ghanshamdas 3,40,000 3.51% - - - - 3,40,000 3.51%
Utwani
3. Ms. Meena Lachhmandas Utwani 90,000 0.93% - - - - 90,000 0.93%
4. Ms. Veena Lachhmandas Utwani 2,10,000 2.17% - - - - 2,10,000 2.17%
5. Haxco Invest Private Limited 3,40,000 3.51% - - - - 3,40,000 3.51%
Total (2)(b) 10,90,000 11.26% - - - - 10,90,000 11.26%
Total 2(a+b) 11,40,000 11.78% 31,65,000 32.70% 25,20,000 26.04% 68,25,000 70.52%
(3) Parties to SPA other than (1) & - - - - - - - -
(2) above
(4) Public Shareholders (i.e. Other
than SPA, Acquirers and PACs)
a) FIs/MFs/FIIs/Banks/SFIs - - - -
(25,20,000) (26.04%) 28,52,500 29.48%
b) Others 53,72,500 55.52% - -
Total 4(a+b) 53,72,500 55.52% (25,20,000) (26.04%) 28,52,500 29.48%
Grand Total (1+2+3+4) 96,77,500 100.00% – – - - 96,77,500 100.00%
a. Total no. of shareholders in Public Shareholders as on December 31, 2022 is 201.

18
b. Pursuant to this Offer and the transactions contemplated in the SPA, the Acquirers and PACs shall
become the promoter and promoter group of the Target Company and the existing promoter i.e. Promoter
Sellers will cease to be the promoter and promoter group of the Target Company in accordance with the
provisions of Regulation 31A of the SEBI (LODR) Regulations, 2015.

5.15. Upon completion of the Open Offer, assuming full acceptances, the public shareholding of the Target
Company will not fall below minimum level of public shareholding as required to be maintained as per
Rule 19A(1) of Securities Contract (Regulation) Rules, 1957 as amended and Regulation 38 of the, SEBI
(LODR) Regulations, 2015.

5.16. Acquirers and the PACs have not acquired any Equity Shares after date of PA till the date of this Draft
Letter of Offer.

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1. Justification of Offer Price

6.1.1. This Open Offer is pursuant to direct acquisition and is being made under Regulations 3(1) and 4 of the
SEBI (SAST) Regulations, 2011.

6.1.2. The Equity Shares of the Target Company are listed on SME Platform of BSE. The Equity Shares are
placed under Group ‘M’ having a Scrip ID of “DML” and Scrip Code of 540811 on BSE.

6.1.3. The annualized trading turnover in the Equity Shares of the Target Company on BSE based on trading
volume during the twelve calendar months prior to the month of PA (March 2022 to February 2023) is as
given below:

Stock Total no. of Equity Shares traded Total no. of Annualised trading
Exchange during the twelve calendar months listed Equity turnover (as % of total
prior to the month of PA Shares Equity Shares listed)
BSE 1,46,20,000 96,77,500 151.07
(Source: [Link])

6.1.4. Based on the above information, the Equity Shares of the Target Company are frequently traded on the
BSE within the meaning of explanation provided in Regulation 2(1)(j) of the SEBI (SAST) Regulations,
2011.

6.1.5. The Offer Price of ₹ 19/- (Rupees Nineteen Only) per Equity Share is justified in terms of Regulations 8(1)
and 8(2) of the SEBI (SAST) Regulations, 2011, being the highest of the following:

Sr. Particulars Price (in ₹ per

No. Equity Share)
1 Highest Negotiated Price per equity share for any acquisition under the Share 10.00
Purchase Agreement (“SPA”)
2 The volume-weighted average price paid or payable for acquisition by the 15.31
Acquirers alongwith the PACs during 52 weeks immediately preceding the
date of PA
3 The highest price paid or payable for any acquisition by the Acquirer 18.13
alongwith the PACs during 26 weeks immediately preceding the date of the
PA
4 The volume-weighted average market price of Equity Shares for a period of 15.09
sixty trading days immediately preceding the date of PA as traded on BSE

6.1.6. In view of the parameters considered and presented in the table above and in the opinion of the Acquirers
alongwith the PACs and Manager to the Offer, the Offer Price of ₹ 19/- (Rupees Nineteen Only) per Equity
Share is justified in terms of Regulation 8 of the SEBI (SAST) Regulations, 2011.

6.1.7. There have been no corporate actions in the Target Company warranting adjustment of relevant price
parameters under Regulation 8(9) of the SEBI (SAST) Regulations, 2011.

19
6.1.8. As on date there is no revision in Offer Price or Offer Size. In case of any revision in the Offer Price or
Offer Size, the Acquirers alongwith the PACs shall comply with Regulation 18 of SEBI (SAST)
Regulations, 2011, which are required to be fulfilled for the said revision in the Offer Price or Offer Size.

6.1.9. If the Acquirers and/or the PACs acquire or agree to acquire any Equity Shares or voting rights in the Target
Company during the offer period, whether by subscription or purchase, at a price higher than the Offer
Price, the Offer Price shall stand revised to the highest price paid or payable for any such acquisition in
terms of Regulation 8(8) of SEBI (SAST) Regulations, 2011. Provided that no such acquisition shall be
made after the third working day prior to the commencement of the tendering period and until the expiry
of the tendering period. Further, in accordance with Regulations 18(4) and 18(5) of the SEBI (SAST)
Regulations, 2011, in case of an upward revision to the Offer Price or to the Offer Size, if any, on account
of competing offers or otherwise, the Acquirers alongwith the PACs shall (i) make corresponding increases
to the escrow amount (ii) make public announcement in the same newspapers in which the DPS has been
published; and (iii) simultaneously notify to BSE, SEBI and the Target Company at its registered office.
Such revision would be done in compliance with other formalities prescribed under the SEBI (SAST)
Regulations, 2011.

6.1.10. If the Acquirers and/or the PACs acquire Equity Shares of the Target Company during the period of twenty-
six weeks after the tendering period at a price higher than the Offer Price, then the Acquirers alongwith the
PACs shall pay the difference between the highest acquisition price and the Offer Price, to all Public
Shareholders whose Equity Shares have been accepted in the Offer within sixty days from the date of such
acquisition. However, no such difference shall be paid in the event that such acquisition is made under
another open offer under the SEBI (SAST) Regulations, 2011, or pursuant to SEBI (Delisting of Equity
Shares) Regulations, 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.

6.2. Financial Arrangement

6.2.1. Total consideration payable by acquiring 25,20,000 Equity Shares from all the Public Shareholders of the
Target Company at the Offer Price of ₹ 19/- (Rupees Nineteen Only) per Equity Share, assuming full
acceptance of the Offer would be ₹ 4,78,80,000 /- (Rupees Four Crore Seventy-Eight Lakh Eighty
Thousand only) (“Maximum Consideration”).

6.2.2. There is no differential pricing for this Offer.

6.2.3. In accordance with Regulation 17 of the SEBI (SAST) Regulations, 2011, the Acquirers have opened an
Escrow Account under the name and style of “DML Ramanuj SP-Open Offer-Escrow Account” with
Axis Bank Limited, at their Kandivali (West), Mumbai Branch, (“Escrow Banker”) and made therein a
cash deposit of ₹ 1,20,00,000/- (Rupees One Crore Twenty Lakh Only) in the account in accordance with
the Regulation 17(3)(a) of the SEBI (SAST) Regulations, 2011, being more than 25% of the Maximum
Consideration payable to the Public Shareholders under the Open Offer.

6.2.4. The Acquirers have authorized the Manager to the Offer to operate and realize the value of the Escrow
Account in terms of the SEBI (SAST) Regulations, 2011.

6.2.5. The Acquirers alongwith the PACs have adequate financial resources and have made firm financial
arrangements for implementation of the Open Offer, in terms of Regulation 25(1) of the SEBI (SAST)
Regulations, 2011. The Open Offer obligations shall be met by the Acquirers alongwith the PACs through
internal accruals and no borrowings from any bank and /or financial institution are envisaged.

6.2.6. Ms. Purvi Sandipkumar Sharda (Membership No.: 144566) partner of M/s. Purvi Sandip Sharda,
Chartered Accountants (Firm Registration No.: 0010361C), having office at 306, Vraj Valencia, Behind
Mahindra Car Show Room, S. G. Highway, Sola, Ahmedabad - 380 060, Gujarat; Tel. No.: +91 88492
42899 vide her certificate dated March 24, 2023 has certified that the Acquirer 1, PAC 1, and PAC 5 have
adequate resources to meet the financial requirement of the Open Offer.

6.2.7. Mr. Ronak Mukeshbhai Shah (Membership No.: 603203) partner of M/s. Shah Vagrecha & Associates,
Chartered Accountants (Firm Registration No.: 155653W), having office at E-427, Sumel-7, Soni Ni
Chali, Opp. Brts Stand, Ahmedabad – 382 350, Gujarat; Tel. No.: +91 84608 76584 vide his certificate

20
dated March 24, 2023 has certified that the Acquirer 2, PAC 2, PAC 3 and PAC 4 have adequate resources
to meet the financial requirement of the Open Offer.

6.2.8. The Liquidity of the Acquirer 1, PAC 1 and PAC 5 as certified vide certificate dated March 24, 2023
issued by Ms. Purvi Sandipkumar Sharda (Membership No.: 144566) partner of M/s. Purvi Sandip Sharda,
Chartered Accountants (Firm Registration No.: 0010361C), having office at 306, Vraj Valencia, Behind
Mahindra Car Show Room, S. G. Highway, Sola, Ahmedabad - 380 060, Gujarat; Tel. No.: +91 88492
42899 is as below:

Acquirer 1 ₹ 10,88,024/- (Rupees Ten Lakh Eighty-Eight Thousand Twenty-Four only)

PAC 1 ₹ 64,86,325/- (Rupees Sixty-Four Lakh Eighty-Six Thousand Three Hundred Twenty-
Five only)
PAC 5 ₹ 4,51,17,014/- (Rupees Four Crore Fifty-One Lakh Seventeen Thousand Fourteen
only)

6.2.9. The Liquidity of the Acquirer 2, PAC 2, PAC 3 and PAC 4 as certified vide certificate dated March 24,
2023 issued by Mr. Ronak Mukeshbhai Shah (Membership No.: 603203) partner of M/s. Shah Vagrecha
& Associates, Chartered Accountants (Firm Registration No.: 155653W), having office at E-427, Sumel-
7, Soni Ni Chali, Opp. Brts Stand, Ahmedabad – 382 350, Gujarat; Tel. No.: +91 84608 76584 is as
below:

Acquirer 2 ₹ 44,88,156.88/- (Rupees Forty-Four Lakh Eighty-Eight Thousand One Hundred Fifty-
Six and Eighty-Eight Paisa only)
PAC 2 ₹ 12,34,10,442.28 (Rupees Twelve Crore Thirty-Four Lakh Ten Thousand Four
Hundred Forty-Two and Twenty-Eight Paisa only)
PAC 3 ₹ 9,58,53,929.69 (Rupees Nine Crore Fifty-Eight Lakh Fifty-Three Thousand Nine
Hundred Twenty-Nine and Sixty-Nine Paisa only)
PAC 4 ₹ 3,17,53,971.88 (Rupees Three Crore Seventeen Lakh Fifty-Three Thousand Nine
Hundred Seventy-One and Eighty-Eight Paisa only)

6.2.10. Based on the aforesaid financial arrangements and on the confirmation received from the Escrow Banker
and Chartered Accountants, the Manager to the Offer is satisfied about the ability of the Acquirers and
the PACs to implement the Offer in accordance with the SEBI (SAST) Regulations, 2011. The Manager
to the Offer confirms that firm arrangement for the funds and money for payment through verifiable means
are in place to fulfill the Offer obligation.

7. TERMS AND CONDITIONS OF THE OFFER

7.1 Operational Terms and Conditions

a) The Offer is subject to the terms and conditions set out in the LOF, the Form of Acceptance, the PA,
the DPS and any other public announcement(s) that may be issued with respect to the Offer.

b) The LOF along with Form of Acceptance will be dispatched to all Public Shareholders of the Target
Company, whose names appear on the register of members of the Target Company and to the owner of
the Equity Shares whose names appear as beneficiaries on the records of the respective Depositories at
the close of business hours on May 10, 2023 (“Identified Date”).

c) The LOF shall be sent through electronic means to Public Shareholder(s) who have registered their
email ids with the depositories / the Company and also will be dispatched through physical mode by
registered post / speed post / courier. Further, on receipt of request from any Public Shareholder to
receive a copy of LOF in physical format, the same shall be provided. Non-receipt of the Letter of Offer
by any member entitled to this Offer shall not invalidate the Offer in any manner whatsoever please
follow the procedure mentioned in paragraph 8.7.

d) A copy of the LOF (along with Form of Acceptance) will also be available on SEBI’s website at
[Link] and on the website of Manager to the offer at [Link]. The Public
Shareholders may download LOF (along with Form of Acceptance) from SEBI’s website or Manager
to the Offer’s website.

21
e) The Open Offer is not conditional and is not subject to any minimum level of acceptance.

f) This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations,
2011.

g) Equity Shares that are subject to any charge, lien or encumbrance are liable to be rejected except where
‘no objection certificate’ from lenders is attached with the Form of Acceptance.

h) The instructions and provisions contained in the Form of Acceptance constitute an integral part of the
terms of this Offer.

i) The Public Shareholders may tender their Equity Shares in the Offer at any time from the
commencement of the Tendering Period but prior to the closure of the Tendering Period.

j) Applications in respect of Equity Shares of the Target Company that are subject matter of litigation
wherein the Public Shareholders of the Target Company may be prohibited from transferring the Equity
Shares during the pendency of the said litigation are liable to be rejected if the directions / orders
regarding these Equity Shares are not received together with the Equity Shares tendered under the Offer.
The LOF in such cases, wherever possible, will be forwarded to the concerned statutory authorities for
further action by such authorities.

k) Each Public Shareholder to whom this Offer is being made is free to offer the Equity Shares in whole
or in part while accepting this Offer.

l) In terms of the Regulation 18(9) of the SEBI (SAST) Regulations, 2011, Public Shareholders who
tender their Equity Shares in the Offer shall not be entitled to withdraw such acceptance.

m) The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be
10,000 (Ten Thousand).

n) The Acquirers and the PACs shall not be responsible in any manner for any loss of documents during
transit (including but not limited to Open Offer acceptance forms, copies of delivery instruction slip,
etc.) and the Public Shareholders are advised to adequately safeguard their interests in this regard.

o) There has been no revision in the Offer Price or Offer Size as on the date of this Draft Letter of Offer.
The Acquirer and the PACs reserve the right to revise the Offer Price and/or the number of Offer Shares
upwards at any time prior to the commencement of 1 (one) Working Day prior to the commencement
of the Tendering Period, in accordance with the SEBI (SAST) Regulations, 2011. In the event of such
revision, in terms of Regulation 18(4) and 18(5) of the SEBI (SAST) Regulations, 2011, in case of an
upward revision to the Offer Price or to the Offer Size, if any, on account of competing offers or
otherwise, the Acquirers alongwith the PACs shall (i) make corresponding increases to the escrow
amount (ii) make public announcement in the same newspapers in which this DPS has been published;
and (iii) simultaneously notify to BSE, SEBI and the Target Company at its registered office. Such
revision would be done in compliance with other formalities prescribed under the SEBI (SAST)
Regulations, 2011.

7.2 Locked in Equity Shares: As on the date of this Draft Letter of Offer none of the Equity Shares of the
Target Company are currently locked-in.

7.3 Eligibility for accepting the Offer

a) All the Public Shareholders of the Target Company, whether registered or unregistered who own the
Equity Shares at any time prior to the closure of Tendering Period, including the beneficial owners of
the Equity Shares held in dematerialised form, are eligible to participate in the Offer.

b) Persons 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 LOF, may also participate
in this Offer

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c) As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations, 2015, and SEBI’s press
release dated December 3, 2018, bearing reference no. PR 49/2018, requests for transfer of securities
shall not be processed unless the securities are held in dematerialised form with a depository with
effect from April 01, 2019. However, in accordance with the circular issued by 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, 2011.

d) The acceptance of this Offer by the Public Shareholders must be absolute and unqualified. Any
acceptance to this Offer which is conditional or incomplete in any respect will be rejected without
assigning any reason whatsoever.

e) All Public Shareholders, (including resident or non-resident shareholders) must obtain all requisite
approvals required, if any, to tender the Offer Shares (including without limitation, the approval from
the RBI) held by them, in the Offer and submit such approvals, along with the other documents required
to accept this Offer. In the event such approvals are not submitted, the Acquirers and the PACs reserve
the right to reject such Equity Shares tendered in this Open Offer.

f) Further, If the holders of the Equity Shares who are not persons resident in India (including NRIs,
OCBs and FIIs) had required any approvals (including from the RBI, the FIPB or any other regulatory
body) in respect of the Equity Shares held by them, they will be required to submit such previous
approvals, that they would have obtained for holding the Equity Shares, to tender the Equity Shares
held by them in this Offer, along with the other documents required to be tendered to accept this Offer.
In the event such approvals are not submitted, the Acquirers alongwith the PACs reserves the right to
reject such Equity Shares tendered in this Offer

g) The acceptance of this Offer is entirely at the discretion of the Public Shareholder(s) of the Target
Company.

h) The acceptance of Equity Shares tendered in this Open Offer will be made by the Acquirers and/or
PACs in consultation with the Manager to the Offer. If the number of Equity Shares validly tendered
by the Public Shareholders under this Open Offer is more than the Offer Size, then the Offer Shares
validly tendered by the Public Shareholders will be accepted on a proportionate basis, subject to
acquisition a maximum of 25,20,000 Equity Shares, representing 26.04% of the Voting Share Capital
of the Target Company, in consultation with the Manager to the Offer.

i) This LOF has not been filed, registered or approved in any jurisdiction outside India. Recipients of this
LOF, resident in jurisdictions outside India should inform themselves of and observe any applicable
legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country
where the same would be contrary to the applicable laws or regulations or would subject the Acquirer,
PACs or the Manager to the Offer to any new or additional registration requirements.

j) For any assistance, please contact the Manager to the Offer or the Registrar to the Offer.

7.4 Statutory and Other Approvals

a) To the best of the knowledge and belief of the Acquirers alongwith the PACs, as on the date of this
DLOF, there are no statutory or other approvals required to implement the Offer. If any statutory
approvals are required or become applicable prior to completion of the Offer, the Offer would be
subject to the receipt of such statutory approvals. The Acquirers alongwith the PACs will not proceed
with the Offer in the event that such statutory approvals becoming applicable prior to completion of
the Offer are refused in terms of Regulation 23 of SEBI (SAST) Regulations, 2011. In the event of
withdrawal, a public announcement will be made within two working days of such withdrawal, in the
same newspapers in which the DPS has appeared.

b) There are no conditions as stipulated in the SPA, meeting of which would be outside the reasonable
control of the Acquirers and in view of which the Offer might be withdrawn under Regulation 23(1)
of the SEBI (SAST) Regulations, 2011.

c) If the holders of the Equity Shares who are not persons resident in India (including NRIs, OCBs and

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FIIs) had required any approvals (including from the RBI, the FIPB or any other regulatory body) in
respect of the Equity Shares held by them, they will be required to submit such previous approvals,
that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them
in this Offer, along with the other documents required to be tendered to accept this Offer. In the event
such approvals are not submitted, the Acquirers alongwith the PACs reserves the right to reject such
Equity Shares tendered in this Offer.

d) In case of delay in receipt of any statutory approval(s) becoming applicable prior to completion of the
Offer, SEBI has the power to grant extension of time to the Acquirers alongwith the PACs for
payment of consideration to the Public Shareholders of the Target Company who have accepted the
Offer within such period, subject to the Acquirers alongwith the PACs agreeing to pay interest for
the delayed period if directed by SEBI in terms of Regulation 18(11) of the SEBI (SAST) Regulations,
2011. Further, if delay occurs on account of willful default by the Acquirers alongwith the PACs in
obtaining the requisite approvals, Regulation 17(9) of the SEBI (SAST) Regulations, 2011 will also
become applicable and the amount lying in the Escrow Account shall become liable to forfeiture.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

8.1. All Public Shareholders, registered or unregistered, holding Equity Shares in dematerialized form or
physical form, are eligible to participate in this Offer at any time from Offer Opening Date to Offer Closing
Date.

8.2. BSE shall be the designated stock exchange for the purpose of tendering shares in the Offer (“Designated
Stock Exchange”).

8.3. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer
is more than the number of Equity Shares agreed to be acquired in this Offer, the Acquirer shall accept
those Equity Shares validly tendered by such Public Shareholders on a proportionate basis in consultation
with the Manager to the Offer.

8.4. Procedure for acceptance and settlement of the Offer

8.4.1. The Open Offer will be implemented by the Acquirer and/or the PACs through the stock exchange
mechanism made available by BSE in the form of a separate window (“Acquisition Window”) as provided
under the SEBI (SAST) Regulations and SEBI circular CIR/CFD/POLICYCELL/1/2015 dated April 13,
2015 issued by SEBI as amended via SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016
and SEBI circular SEBI/HO/CFD/DCRIII/CIR/P/2021/615 dated August 13, 2021, as amended from time
to time, including any guidelines and circulars issued in relation to the same by BSE or the Clearing
Corporation (“Acquisition Window Circulars”).

8.4.2. The facility for acquisition of Equity Shares through stock exchange mechanism pursuant to the Open
Offer shall be available on BSE in the form of a separate Acquisition Window.

8.4.3. The Acquirers have appointed Rikhav Securities Limited (“Buying Broker”) as its broker for the Open
Offer through whom the purchases and settlement of the Offer Shares tendered under the Open Offer shall
be made. The contact details of the Buying Broker are as mentioned below:

Name: Rikhav Securities Limited;

Communication Address: B Wing, Office No. 501 & 502, O2 Commercial Building, Asha Nagar Park
Road, Asha Nagar, Mulund West, Mumbai – 400 080;
Contact Person: Mr. Hemant Shah; Tel. No.: +91 22 6907 8364; Fax No.: +91 22 6907 8300;
Email ID: info@[Link]

8.4.4. Public Shareholders who desire to tender their Equity Shares under the Open Offer would have to intimate
their respective stock brokers (“Selling Broker”) within the normal trading hours of the secondary market,
during the Tendering Period. The Selling Brokers can enter bids for dematerialized as well as physical
Equity Shares.

8.4.5. The Selling Broker would be required to place a bid on behalf of the Public Shareholders who wish to
tender their Equity Shares in the Open Offer using the Acquisition Window of the BSE. Based on the bid,

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Equity Shares would be marked as lien in the respective Demat accounts of Public Shareholders by
Depositories.

8.4.6. The cumulative quantity tendered shall be displayed on the BSE website throughout the trading session, at
specific intervals, during the Tendering Period.

8.4.7. A separate Acquisition Window will be provided by BSE to facilitate placing of sell orders. The Selling
Broker would be required to place an order/bid on behalf of the Public Shareholders who wish to tender
Equity Shares in the Open Offer using the Acquisition Window of BSE. Before placing the order /bid, the
Selling Broker will be required to mark lien on the tendered Equity Shares in terms of SEBI circular
SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021. Details of such Equity Shares marked as
lien in the demat account of the Public Shareholder shall be provided by the depositories to the Indian
Clearing Corporation Limited (“Clearing Corporation”). Upon finalization of the entitlement, only
accepted quantity of Equity Shares will be debited from the demat account of the concerned Public
Shareholder.

8.4.8. Public Shareholders shall tender their Equity Shares only through a broker with whom such shareholder is
registered as client (KYC compliant).

8.4.9. In the event Selling Broker(s) are not registered with BSE or if the Public Shareholder does not have any
stock broker, that Public Shareholder can approach any BSE registered stock broker and can make a bid
by using quick unique client code (“UCC”) facility through that BSE registered stock broker after
submitting the details as may be required by the stock broker to be in compliance with applicable law and
regulations. The Public Shareholder approaching BSE registered stock broker (with whom it does not have
an account) may have to submit following details:

A. In case of Public Shareholder being an individual:

a) If Public Shareholder is registered with KYC Registration Agency (“KRA”): Forms required:
i. Central Know Your Client (“CKYC”) form including Foreign Account Tax Compliance Act
(“FATCA”), In Person Verification (“IPV”), Original Seen and Verified (“OSV”), if applicable
ii. Know Your Client (“KYC”) form documents required (all documents self-attested):
 Bank details (cancelled cheque)
iii. Demat details for Equity Shares in demat mode (demat master/latest demat statement)

b) If Public Shareholder is not registered with KRA: Forms required:

i. CKYC form including FATCA, IPV, OSV, if applicable

ii. KRA form
iii. KYC form documents required (all documents self-attested):
 PAN card copy
 Address proof
 Bank details (cancelled cheque)
iv. Demat details for Equity Shares in demat mode (demat master /latest demat statement)

It may be noted, that other than submission of above forms and documents, in person verification may be required.

B. In case of Public Shareholder, being a Hindu Undivided Family (“HUF”):

a) If Public Shareholder is registered with KRA: Forms required:

i. CKYC form of karta including FATCA, IPV, OSV if applicable
ii. KYC form documents required (all documents self-attested):
 Bank details (cancelled cheque)
iii. Demat details for Equity Shares in demat mode (demat master/latest demat statement)

b) If Public Shareholder is not registered with KRA: Forms required:

i. CKYC form of karta including FATCA, IPV, OSV if applicable

ii. KRA form
iii. KYC form documents required (all documents self-attested):

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 PAN card copy of HUF & karta
 Address proof of HUF & karta
 HUF declaration
 Bank details (cancelled cheque)
iv. Demat details for Equity Shares in demat mode (demat master/latest demat statement)

It may be noted, that other than submission of above forms and documents, in person verification may be required.

C. In case of Public Shareholder other than Individual and HUF:

a) If Public Shareholder is KRA registered: Form required

i. KYC form documents required (all documents certified true copy):
 Bank details (cancelled cheque)
ii. Demat details for Equity Shares in demat mode (demat master/latest demat statement)
iii. FATCA, IPV, OSV if applicable
iv. Latest list of directors/authorised signatories/partners/trustees
v. Latest shareholding pattern
vi. Board resolution
vii. Details of ultimate beneficial owner along with PAN card and address proof
viii. Last 2 years financial statements

b) If Public Shareholder is not KRA registered: Forms required:

i. KRA form
ii. KYC form documents required (all documents certified true copy):
 PAN card copy of company/ firm/trust
 Address proof of company/firm/trust
 Bank details (cancelled cheque)
iii. Demat details for Equity Shares in demat mode (demat master/latest demat statement)
iv. FATCA, IPV, OSV if applicable
v. Latest list of directors/authorised signatories/partners/trustees
vi. PAN card copies & address proof of directors/authorised signatories/ partners/trustees
vii. Latest shareholding pattern
viii. Board resolution/partnership declaration
ix. Details of ultimate beneficial owner along with PAN card and address proof Last 2 years financial
statements
x. Memorandum of association/partnership deed /trust deed

It may be noted, that other than submission of above forms and documents, in person verification may be required.

It may be noted that the above-mentioned list of documents is an indicative list. The requirement of
documents and procedures may vary from broker to broker.

8.4.10. The cumulative confirmed quantity tendered and the demand schedule shall be displayed on BSE’s website
([Link]) throughout the trading session at specific intervals by BSE during the Tendering
Period.

8.4.11. Modification/cancellation of bids will not be allowed during the Tendering Period. Multiple bids made by
single Public Shareholder for selling the Equity Shares shall be clubbed and considered as ‘one’ bid for the
purposes of acceptance.

8.4.12. The reporting requirements for non-resident shareholders under Foreign Exchange Management Act, 1999,
as amended and any other rules, regulations, guidelines, for remittance of funds, shall be made by the
Public Shareholder and/ or their Selling Broker.

8.5. Procedure for tendering Equity Shares held in dematerialised form

8.5.1. Public Shareholders who are holding Equity Shares in dematerialized form and who desire to tender their
Equity Shares in dematerialized form under the Open Offer would have to do so through their respective
Selling Broker by giving the details of Equity Shares they intend to tender under the Open Offer. Public

26
Shareholders should tender their Equity Shares before market hours close on the last day of the Tendering
Period.

8.5.2. The Selling Broker would be required to place an order/bid on behalf of the Public Shareholders who wish
to tender their Equity Shares in the Open Offer using the Acquisition Window of BSE. Before placing the
bid, the Selling Broker would be required to mark lien on the tendered Equity Shares.

8.5.3. The lien shall be marked by the Selling Broker in the demat account of the Public Shareholder for the
Equity Shares tendered in the Open Offer. Details of such Equity Shares marked as lien in the demat
account of the Public Shareholder shall be provided by the depositories to the Clearing Corporation.

8.5.4. In case, the demat account of the Eligible Public Shareholders is held in one depository and clearing
member pool and clearing corporation account is held with another depository, the Equity Shares tendered
under this Offer shall be blocked in the Public Shareholders demat account at the source depository during
the Tendering Period. Inter Depository Tender Offer (‘IDT’) instruction shall be initiated by the Public
Shareholder at source depository to clearing member pool/ clearing corporation account at target
depository. Source depository shall block the Public Shareholder’s securities (i.e., transfers from free
balance to blocked balance) and send IDT message to target depository for confirming creation of lien.
The details of Equity Shares blocked in the shareholders demat account shall be provided by the target
Depository to the Clearing Corporation.

8.5.5. For Custodian Participant orders for Equity Shares in demat form, early pay-in is mandatory prior to
confirmation of order by custodian. The custodian shall either confirm or reject the orders not later than
closing of trading hours on the last day of the Tendering Period. Thereafter, all unconfirmed orders shall
be deemed to be rejected. For all confirmed Custodian Participant orders, order modification shall revoke
the custodian confirmation and the revised order shall be sent to custodian again for confirmation.

8.5.6. Upon placing the bid, the Selling Broker shall provide Transaction Registration Slip (“TRS”) generated
by the stock exchange bidding system to the Public Shareholder. TRS will contain details of order/bid
submitted such as bid identification number, depository participant identification, client identification
number, number of Equity Shares tendered, etc. On receipt of TRS from the respective Selling Broker, the
Public Shareholder has successfully placed the bid in the Open Offer. Modification/cancellation of orders
will not be allowed during the Tendering Period of the Offer.

8.5.7. For custodian participants placing orders for Equity Shares in dematerialized form, early payin is
mandatory prior to confirmation of the order by the custodian. The custodians shall either confirm or reject
orders not later than the time provided by BSE on the last day of the Tendering Period. Thereafter, all
unconfirmed orders shall be deemed to be rejected.

8.5.8. The details of settlement number for early pay-in of equity shares shall be informed in the issue opening
circular that will be issued by BSE / the Clearing Corporation, before the opening of the Offer.

8.5.9. Upon finalization of the entitlement, only accepted quantity of Equity Shares shall be debited from the
demat account of the Public Shareholders and shall be transferred to Clearing Corporations. The lien
marked against unaccepted shares shall be released post finalization of entitlement on settlement date.

8.5.10. In case any person has submitted Equity Shares in physical form for conversion to demat, such Public
Shareholders should ensure that the process of getting the Equity Shares converted to demat mode is
completed well in time so that they can participate in the Offer before the closure of the Tendering Period.

8.5.11. Resident Public Shareholders holding shares in dematerialized form are not required to fill any
FOA, unless required by their respective Selling Broker.

8.6. Procedure for tendering the Equity Shares held in physical form

8.6.1. As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations, 2015, and SEBI’s press release
dated December 3, 2018, bearing reference no. PR 49/2018, requests for transfer of securities shall not be
processed unless the securities are held in dematerialised form with a depository with effect from April 01,
2019. However, in accordance with the circular issued by SEBI bearing reference number

27
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, the procedure for tendering to be followed by the Public
Shareholders holding Equity Shares in the physical form is as detailed below.

8.6.2. Public Shareholders who are holding Equity Shares in physical form and intend to participate in the Open
Offer will be required to approach their respective Selling Broker along with the complete set of documents
for verification procedures to be carried out, including the (i) original share certificate(s), (ii) valid share
transfer form(s), i.e., Form SH-4, duly filled and signed by the transferors (i.e., by all registered
shareholders in same order and as per the specimen signatures registered with the Target Company) and
duly witnessed at the appropriate place, (iii) self-attested copy of the shareholder’s PAN card, (iv) FOA
duly completed and signed in accordance with the instructions contained therein, by sole/joint Public
Shareholders whose name(s) appears on the share certificate(s) in the same order in which they hold Equity
Shares, and (v) any other relevant documents such as power of attorney, corporate authorization (including
board resolution/specimen signature), notarized copy of death certificate and succession certificate or
probated will, if the original shareholder has deceased, etc., as applicable.

8.6.3. In addition, if the address of the Public Shareholder has undergone a change from the address registered in
the ‘Register of Members’ of the Target Company, the Public Shareholder would be required to submit a
self-attested copy of address proof consisting of any one of the following documents: (i) valid Aadhar card,
(ii) voter identity card; or (iii) passport.

8.6.4. Based on these documents, the Selling Broker shall place the bid on behalf of the Public Shareholder
holding Equity Shares in physical form who wishes to tender Equity Shares in the Open Offer, using the
Acquisition Window of BSE. Upon placing the bid, the Selling Broker shall provide a TRS generated by
the BSE bidding system to the Public Shareholder. The TRS will contain the details of the order submitted
like folio number, share certificate number, distinctive number of Equity Shares tendered etc.

8.6.5. The Selling Broker/ Public Shareholder has to deliver the original share certificate(s) and documents (as
mentioned above) along with the TRS either by registered post/speed post or courier or hand delivery to
the Registrar to the Offer i.e. Purva Sharegistry (India) Private Limited at Unit No. 9, Ground Floor, Shiv
Shakti Ind. Esst, J. R. Boricha Marg, Lower Parel East, Mumbai – 400 011, Maharashtra, India; Telephone:
+91 22 2301 0771 / 4961 4132; Email: support@[Link]; Contact Person: Ms. Deepali Dhuri; so
that the same reaches the Registrar to the Offer in no event later than the Offer Closing Date, i.e. Tuesday,
June 6, 2023 (by 5.00 p.m. (IST)). The envelope should be super scribed as “DIGGI MULTITRADE
LIMITED – OPEN OFFER”. Physical share certificates and other relevant documents should not
be sent to the Acquirers, PACs, Target Company or the Manager to the Offer.

8.6.6. The Public Shareholders holding Equity Shares in physical form should note that such Equity Shares will
not be accepted unless the complete set of documents is submitted. Acceptance of the Equity Shares in
physical form shall be subject to verification as per the SEBI (SAST) Regulations, 2011 and any further
directions issued in this regard. Registrar to the Offer will verify such bids based on the documents
submitted on a daily basis and till such time the BSE shall display such orders as "unconfirmed physical
bids". Once Registrar to the Offer confirms the orders, it will be treated as "Confirmed Bids".

8.6.7. All documents as mentioned above, shall be enclosed with the FOA, otherwise the Equity Shares tendered
will be liable for rejection. The Equity Shares shall be liable for rejection on the following grounds amongst
others: (i) If there is any other company’s equity share certificate(s) enclosed with the FOA instead of the
Equity Share certificate(s) of the Target Company; (ii) If the transmission of Equity Shares is not
completed, and the Equity Shares are not in the name of the Public Shareholders; (iii) If the Public
Shareholders tender Equity Shares but the Registrar to the Offer does not receive the Equity Share
certificate(s); (iv) In case the signature on the FOA and Form SH-4 does not match as per the specimen
signature recorded with Target Company/registrar of the Target Company.

8.6.8. In case any Public Shareholder has submitted Equity Shares in physical form for dematerialization, such
Public Shareholders should ensure that the process of having the Equity Shares dematerialized is completed
well in time so that they can participate in the Open Offer before the Offer Closing Date. The Public
Shareholders holding Equity Shares in physical mode will be required to fill the respective FOA. Detailed
procedure for tendering Equity Shares has been included in the FOA.

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8.7. Non-resident Public Shareholders (i.e., Public Shareholders not residing in India including NRIs, OCBs
and FPIs) are mandatorily required to fill the FOA. The non-resident Public Shareholders holding Equity
Shares in dematerialised mode, directly or through their respective Selling Brokers, are required to send
the FOA along with the required documents to the Registrar to the Offer, i.e. Purva Sharegistry (India)
Private Limited Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg, Lower Parel East,
Mumbai – 400 011, Maharashtra, India. The envelope should be superscribed as “DIGGI MULTITRADE
LIMITED – OPEN OFFER”. The detailed procedure for tendering Equity Shares will be included in the
FOA.

8.8. Procedure for tendering the shares in case of non-receipt of LOF:

8.8.1. All the Public Shareholders of the Target Company, whether registered or unregistered who own the Equity
Shares at any time prior to the closure of Tendering Period (e.g. (a) who have not received the letter of
offer, (b) who have acquired Equity Shares after the Identified Date; (c) unregistered owners, (d) owner of
the Equity Shares who have sent the Equity Shares for transfer), including the beneficial owners of the
Equity Shares held in dematerialised form, are eligible to participate in the Offer. Accidental omission to
send the LOF to any person to whom the Offer is made or the non-receipt or delayed receipt of the LOF
by any such person will not invalidate the Offer in any way.

8.8.2. A Public Shareholder may participate in the Open Offer by approaching its broker/Selling Broker and
tender the Equity Shares in the Open Offer as per the procedure mentioned in the LOF.

8.8.3. The LOF along with the FOA will be sent (through electronic mode or physical mode) to all the Public
Shareholders of the Target Company as on the Identified Date. A Public Shareholder receiving the LOF
along with the FOA through electronic mode will be entitled to be furnished with a physical copy of the
said documents upon receipt of requisition, if any, by e-mail at support@[Link] or by a letter
addressed to the Registrar to the Offer. In case of non-receipt of the LOF, such Public Shareholders of the
Target Company may (i) download the same from the SEBI website ([Link]) and apply by using
the same; or (ii) obtain a physical copy of the same from the Registrar to the Offer on providing suitable
documentary evidence of holding of the Equity Shares of the Target Company. Public Shareholders can
also download the soft copy from the Registrar’s website ([Link]).

8.8.4. Alternatively, in case of non-receipt of the LOF, Public Shareholders holding the Equity Shares may
participate in the Open Offer by providing their application in plain paper in writing signed by all
shareholder(s), stating name, address, number of shares held, folio number, client ID number, DP name,
DP ID number, number of shares being tendered and other relevant documents as mentioned in the LOF.
Such Public Shareholders have to ensure that their order is entered in the electronic platform to be made
available by BSE before the closure of the Tendering period. Physical share certificates and other
relevant documents should not be sent to the Acquirers, PACs, Target Company or the Manager to
the Offer.

8.9. Acceptance of Shares

8.9.1. Registrar to the Offer shall provide details of order acceptance to the Clearing Corporation within the
specified timelines.

8.9.2. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer
is more than the number of Offer Shares, the Acquirers and the PACs shall accept those Equity Shares
validly tendered by the Public Shareholders on a proportionate basis in consultation with the Manager,
taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not
result in non-marketable lots, provided that acquisition of Equity Shares from a Public Shareholder shall
not be less than the minimum marketable lot.

8.9.3. The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be
10,000 (Ten Thousand).

8.9.4. In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, the Acquirers
and the PACs will have the authority to decide such final allocation with respect to such rounding-off or
any excess of Equity Shares or any shortage of Equity Shares.

29
8.10. Settlement Process

8.10.1. On closure of the Tendering Period, reconciliation for acceptances shall be conducted by the Manager and
the Registrar to the Offer and the final list of accepted Equity Shares tendered in this Offer shall be provided
to BSE to facilitate settlement on the basis of the Equity Shares transferred to the Clearing Corporation.

8.10.2. Details in respect of Public Shareholder’s entitlement for this Offer shall be provided to Clearing
Corporation by Target Company/Registrar to the Offer. On receipt of the same, the Clearing Corporation
will cancel excess or unaccepted blocked Equity Shares. On settlement date, all blocked Equity Shares
mentioned in the accepted tender will be transferred to the Clearing Corporation

8.10.3. In the case of IDT, Clearing Corporation will cancel the excess or unaccepted Equity Shares in target
depository. Source depository will not be able to release the lien without a release of IDT message from
target depository. Further, release of IDT message shall be sent by target depository either based on
cancellation request received from Clearing Corporation or automatically generated after matching with
tender accepted detail as received from the Registrar to the Offer. Post receiving the IDT message from
target depository, source depository will cancel/release excess or unaccepted block Equity Shares in the
demat account of the Public Shareholder. Post completion of the Tendering Period and receiving the
requisite details viz., demat account details and accepted tendered quantity, source depository shall debit
the Equity Shares as per the communication/ message received from target depository to the extent of
accepted tendered Equity Shares from the Public Shareholder’s demat account and credit it to Clearing
Corporation settlement account in target depository on settlement date.

8.10.4. The settlement of trades shall be carried out in the manner similar to settlement of trades the secondary
market in accordance with the Acquisition Window Circulars. Selling Broker(s) should use the settlement
number to be provided by the Clearing Corporation to transfer the Equity Shares in favour of the Clearing
Corporation.

8.10.5. The Public Shareholders holding Equity Shares in dematerialized form will have to ensure that they update
their bank account details with their correct account number used in core banking and IFSC codes, keep
their depository participant account active and unblocked to successfully facilitate the tendering of the
Equity Shares and for release of lien in case of rejection, nonacceptance or prorated acceptance.

8.10.6. For Equity Shares in dematerialised form accepted under the Offer, the Clearing Corporation will make
direct funds payout to respective eligible Public Shareholders bank account linked to the demat account. If
the relevant Public Shareholder’s bank account details are not available or if the funds transfer instruction
is rejected by RBI/relevant bank, due to any reason, then such funds will be transferred to the concerned
Selling Broker settlement bank account for onward transfer to the respective Public Shareholder’s account.

8.10.7. In case of certain client types viz. NRI, foreign clients etc. (where there are specific RBI and other
regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds
pay-out would be given to their respective Selling Broker’s settlement accounts for releasing the same to
their respective Shareholder’s account onwards. For this purpose, the client type details would be collected
from the Registrar to the Open Offer.

8.10.8. For Equity Shares in physical form, the funds pay-out would be given to Public Shareholder’s respective
Selling Broker’s settlement bank accounts for onward transfer to the respective Public Shareholder’s
account. The Target Company is authorized to split the share certificate and issue a new consolidated share
certificate for the unaccepted Equity Shares in case the Equity Shares accepted are less than the Equity
Shares tendered in the Open Offer by the Public Shareholders holding Equity Shares in the physical form.
Any excess physical Equity Shares, including to the extent tendered but not accepted, will be returned by
registered post back to the Public Shareholder(s) directly by Registrar to the Offer. Unaccepted share
certificate(s), transfer deed(s) and other documents, if any, will be returned by registered post at the
registered Public Shareholders’/unregistered owners’ sole risk to the sole/first Public
Shareholder/unregistered owner.

8.10.9. The direct credit of Equity Shares shall be given to the demat account of the Acquirers as indicated by the
Buying Broker.

30
8.10.10. Once the basis of acceptance is finalised, the Clearing Corporation would facilitate clearing and
settlement of trades by transferring the required number of Equity Shares to the demat account of the
Acquirers. The lien marked against unaccepted Equity shares shall be released.

8.10.11. Any Equity Shares that are: (i) subject matter of litigation; or (ii) held in abeyance or prohibited/ restricted
from being transferred pursuant to any pending court cases/ attachment orders/ restriction from other
statutory authorities; are liable to be rejected unless directions/orders of an appropriate
court/tribunal/statutory authority permitting the transfer of such Equity Shares are received together with
the Equity Shares tendered under the Open Offer

8.10.12. Buying Broker would also issue a contract note to the Acquirers for the Equity Shares accepted under
the Open Offer.

8.10.13. Once the basis of acceptance is finalised, the Clearing Corporation would facilitate clearing and
settlement of trades by transferring the required number to the Acquirers. The Buying Broker will transfer
the funds pertaining to the Offer to the Clearing Corporation’s bank account as per the prescribed schedule.

8.10.14. Public Shareholders who intend to participate in the Open Offer should consult their respective Selling
Broker for any cost, applicable taxes, charges and expenses (including brokerage) that may be levied by
the Selling Broker upon the selling shareholders for tendering Equity Shares in the Open Offer (secondary
market transaction). The Open Offer consideration received by the Public Shareholders, in respect of
accepted Equity Shares, could be net of such costs, applicable taxes, charges and expenses (including
brokerage) and the Acquirers, the PACs and the Manager accept no responsibility to bear or pay such
additional cost, charges and expenses (including brokerage) incurred solely by the Public Shareholders.

8.10.15. In case of delay in receipt of any statutory approval(s), SEBI has the power to grant extension of time to
the Acquirers alongwith PACs for payment of consideration to the Public Shareholders who have accepted
the Open Offer within such period, subject to the Acquirer agreeing to pay interest for the delayed period
if directed by SEBI in terms of Regulations 18 (11) and 18(11A) of the SEBI (SAST) Regulations.

9. NOTE ON TAXATION

9.1. Capital gain: Under current Indian tax laws and regulations, capital gains arising from the sale of equity
shares in an Indian company are generally taxable in India. Any gain realized on the sale of listed equity
shares on a stock exchange held for more than 12 (twelve) months will not be subject to capital gains tax
in India, if Securities Transaction Tax (“STT”) has been paid on the transaction. STT will be levied on and
collected by a domestic stock exchange on which the equity shares are sold. Further, any gain realized on
the sale of listed equity shares held for a period of 12 (twelve) months or less, which are sold will be subject
to short term capital gains tax and STT.

9.2. Public Shareholders are advised to consult their tax advisors for tax treatment arising out of the proposed
Open Offer and appropriate course of action that they should take. The Acquirers and the PACs do not
accept nor holds any responsibility for any tax liability arising to any Public Shareholder as a reason of this
Open Offer.

9.3. Tax deduction at source:

a) In case of resident Public Shareholders, in absence of any specific provision under the Income Tax Act,
1961 (“Income Tax Act”) the Acquirers alongwith the PACs shall not deduct tax on the consideration
payable to resident Public Shareholders pursuant to the Offer.
b) In the case of non-resident Public Shareholders, since the Offer is through the stock exchange, the
responsibility of discharge of the tax due on the gains (if any) is on the non-resident Public Shareholder. It
is therefore recommended that the non-resident Public Shareholder may consult their custodians/
authorized dealers/ tax advisors appropriately.

9.4. Interest payment, if any: In case of interest payments by the Acquirers alongwith the PACs for delay in
payment of Offer consideration or a part thereof, the Acquirers alongwith the PACs will deduct tax at
source, at the applicable rates, as per the Income Tax Act.

9.5. The tax rate and other provisions may undergo changes.

31
PUBLIC SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR TAX
TREATMENT ARISING OUT OF THE PROPOSED OFFER THROUGH TENDER OFFER AND
APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. THE ACQUIRER DOES
NOT ACCEPT NOR HOLD ANY RESPONSIBILITY FOR ANY TAX LIABILITY ARISING TO
ANY PUBLIC SHAREHOLDERS AS A REASON OF THIS OFFER

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection to the Public Shareholders at the
registered office of the Manager to the Offer at Expert Global Consultants Private Limited, 1511, RG Trade
Tower Netaji Subhash Place, Pritampura, New Delhi – 110 034, India, between 10:30 AM and 3:00 PM on
any Working Day (except Saturdays, Sundays and public holidays) during the period from the date of
commencement of the Tendering Period until the date of closure of the Tendering Period. Copies of these
documents will be available for inspection to the Public Shareholders electronically during the Tendering
Period. The Public Shareholders interested to inspect any of the following documents can send an email
from their registered email ids (including shareholding details and authority letter in the event the Public
Shareholder is a corporate body) with a subject line “DML-Open Offer-Documents for Inspection”, to the
Manager of the Offer at openoffers@[Link] and upon receipt and processing of the received
request, access can be provided to the respective Public Shareholders for electronic inspection of
documents:

10.1. Certificate of Incorporation, Memorandum and Articles of Association of the Target Company;
10.2. Annual Reports for the financial year ended March 31, 2022, March 31, 2021 and March 31, 2020 and un-
audited financial statements for the six months ended September 30, 2022 subjected to limited review by
the auditor of the Target Company;
10.3. Certificate of Incorporation, Memorandum and Articles of Association of PAC 5;
10.4. Annual Reports for the financial year ended March 31, 2022, and un-audited financial statements for the
nine months ended December 31, 2022 subjected to limited review by the auditor of PAC 5;
10.5. Networth Certificate of Acquirer 1 and PAC 1 dated March 24, 2023 issued by Ms. Purvi Sandipkumar
Sharda (Membership No.: 144566) partner of M/s. Purvi Sandip Sharda, Chartered Accountants (Firm
Registration No.: 0010361C), having office at 306, Viraj Valencia, Behind Mahindra Car Show Room,
S. G. Highway, Sola, Ahmedabad – 380 060, Gujarat; Tel. No.: +91 88492 42899;
10.6. Networth Certificate of Acquirer 2, PAC 2, PAC 3 and PAC 4 dated March 24, 2023 issued by Mr. Ronak
Mukeshbhai Shah (Membership No.: 603203) partner of M/s. Shah Vagrecha & Associates, Chartered
Accountants (Firm Registration No.: 155653W), having office at E-427, Sumel-7, Soni Ni Chali, Opp.
Brts Stand, Ahmedabad – 382 350, Gujarat; Tel. No.: +91 84608 76584;
10.7. Financial Adequacy Certificate of the Acquirer 1, PAC 1 and PAC 5 dated March 24, 2023 issued by Ms.
Purvi Sandipkumar Sharda (Membership No.: 144566) partner of M/s. Purvi Sandip Sharda, Chartered
Accountants (Firm Registration No.: 0010361C), having office at 306, Viraj Valencia, Behind Mahindra
Car Show Room, S. G. Highway, Sola, Ahmedabad – 380 060, Gujarat; Tel. No.: +91 88492 42899;
10.8. Financial Adequacy Certificate of the Acquirer 2, PAC 2, PAC 3 and PAC 4 dated March 24, 2023 issued
by Mr. Ronak Mukeshbhai Shah (Membership No.: 603203) partner of M/s. Shah Vagrecha & Associates,
Chartered Accountants (Firm Registration No.: 155653W), having office at E-427, Sumel-7, Soni Ni Chali,
Opp. Brts Stand, Ahmedabad – 382 350, Gujarat; Tel. No.: +91 84608 76584;
10.9. Financial Certificate of Target Company, Certificate dated March 24, 2023 issued by Mr. Nikhil Makhija
(Membership No.: 176178), partner of M/s SK JHA & CO., Chartered Accountants (Firm Registration
No.: 126173W);
10.10. Liquidity Certificate of the Acquirer 1, PAC 1 and PAC 5 dated March 24, 2023 issued by Ms. Purvi
Sandipkumar Sharda (Membership No.: 144566) partner of M/s. Purvi Sandip Sharda, Chartered
Accountants (Firm Registration No.: 0010361C), having office at 306, Vraj Valencia, Behind Mahindra
Car Show Room, S. G. Highway, Sola, Ahmedabad - 380 060, Gujarat; Tel. No.: +91 88492 42899;
10.11. Liquidity Certificate of the Acquirer 2, PAC 2, PAC 3 and PAC 4 dated March 24, 2023 issued by Mr.
Ronak Mukeshbhai Shah (Membership No.: 603203) partner of M/s. Shah Vagrecha & Associates,
Chartered Accountants (Firm Registration No.: 155653W), having office at E-427, Sumel-7, Soni Ni Chali,
Opp. Brts Stand, Ahmedabad – 382 350, Gujarat; Tel. No.: +91 84608 76584;
10.12. Copy of the Share Purchase Agreement dated March 24, 2023;
10.13. Copy of Escrow Agreement dated March 24, 2023 entered into between the Acquirers, Escrow Banker and
Manager to the Offer;
10.14. Copy of letter received from Axis Bank Limited, confirming the balance of ₹ 1,20,00,000/- in the escrow

32
account on March 31, 2023;
10.15. Copy of Public Announcement dated March 24, 2023, Detailed Public Statement published in the
newspapers on April 3, 2023 and issue opening public announcement dated [●];
10.16. A copy of the recommendation made by the committee of independent directors of the Target Company
published in the newspapers on [●];
10.17. Copy of SEBI Observation letter no. [●], dated [●].

11. DECLARATION BY THE ACQUIRERS AND THE PACs

11.1. The Acquirers alongwith the PACs and the directors of PAC 5 severally and jointly accept full
responsibility for the information contained in this D LOF except for the information pertaining to the
Target Company contained in this DLOF which been obtained from publicly available sources or from
the Target Company and also accept responsibility for the obligations of the Acquirers alongwith the
PACs as laid down in the SEBI (SAST) Regulations, 2011 and subsequent amendments made thereto.

11.2. The Acquirers alongwith the PACs shall be jointly and severally responsible for ensuring compliance with
the provisions and for its obligations as laid down in the SEBI (SAST) Regulations, 2011.

For and on behalf of Acquirers and the PACs

Sd/- Sd/-
__________________________ ________________________
Samarth Prabhudas Ramanuj Raja Lachhmandas Utwani
Sd/- Sd/-
______________ _____________________________
Shruti Ramanuj Lachhman Ghanshamdas Utwani
Sd/- Sd/-
_________________________ _________________________
Meena Lachhmandas Utwani Veena Lachhmandas Utwani
For Haxco Invest Private Limited
Sd/-
Authorised Signatory

Place: Ahmedabad
Date: April 12, 2023

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