Reclassification of Promoters and Promoter Group Shareholders Procedure and Checklist

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Reclassification of Promoters and Promoter Group Shareholders Procedure and Checklist Prerequisites for Making Application: Application for Reclassification can be made subject to fulfillment of

1 Reclassification of Promoters and Promoter Group Shareholders Procedure and Checklist Prerequisites for Making Application: Application for Reclassification can be made subject to fulfillment of following prerequisites I) The Company should not be suspended from trading for any reason. II) The entities seeking to reclassify themselves under Public Category should appear under the Promoter and Promoter Group as per the latest shareholding pattern submitted to the Exchange. III) Application shall be for prior approval only, i.e. cases where the Reclassification has not already been made effected. IV) If any public shareholder seeks to re-classify as promoter, it shall be required to make an open offer in accordance with the provisions of SEBI (SAST) Regulations 2011 as required under Listing Regulation 31A (8). No separate application needs to be done to the Exchange for this purpose however intimation of the same may be done to the Stock Exchange. V) As per Listing Regulation 31 A (7) (d), the SEBI may relax any condition for re-classification in specific cases, if it is satisfied about the non-exercise of control by the outgoing promoter or its persons acting in concert. Accordingly, in such cases the shareholder / Company may apply directly to SEBI for relaxation and the final order of SEBI shall be submitted to the Exchange for effecting the reclassification. VI) In case if the Company is listed on more than one stock exchange having nationwide trading terminals, the Application shall be made to all such exchanges simultaneously after which the exchanges (where the company is listed) shall jointly decide on the application of the entity /shareholder. VII) The Reclassification shall not be initiated for achieving Minimum level of Public Shareholding. Procedure for Reclassification: 1. Promoter shall apply to Company along with the requisite undertaking. 2. Company shall inform the Exchange about the reclassification request on receipt of the same from the Promoter for dissemination on the Exchange Website. 3. Company will verify the said application of shareholder with all aspects including eligibility and take up the matter for approval/rejection at the Board Meeting of the Company. 4. In case of rejection of said application at the said Board meeting of the Company, it will be communicated to the concerned Promoter with reason thereof under intimation to the Exchange. 5. Concerned Promoter or Company can approach SEBI for clarification / relaxation under Regulation 31A under intimation to the exchange. 6. In case of acceptance of said application in the Board meeting of the Company, Company shall call for a General Meeting of its shareholder for seeking approval from its shareholders. 7. Company will proceed to obtain approval from other shareholders at General meeting. Intimation of Notice of General Meeting, Outcome of General Meeting shall be provided to the Exchange Page 1 of 6

2 along with the copy of resolution which also shall consist specific approval, if any, for the outgoing Promoter to act as Key Managerial Person after ceasing to be a Promoter. 8. The Outcome of the General Meeting shall be submitted to the Exchange as required under regulations applicable to the General Meetings. 9. After obtaining shareholder s approval in General Meeting, Company will submit the application for reclassification in prescribed format as per the checklist and with the relevant supporting documents within 15 days of completion of the General Meeting. 10. Exchange shall process the application within 30 days of its receipt subject to the application being complete in all respects and compliant to all the applicable regulations. 11. In case of incomplete applications, company shall be provided opportunity to rectify the deficiencies. If the deficiencies are not rectified within 30 days of intimation of the same to the Company, the application shall be liable to be rejected. 12. Letter of acceptance shall be issued to the company by the Exchange to effect the reclassification in the shareholding pattern from immediate Quarter under Listing regulation 31A and compliance to SEBI SAST and PIT regulation, wherever applicable. Page 2 of 6

3 Checklist for reclassification under Regulation 31 A Sr. No Particulars 1 Application on Letter head from the company along with the listing details on other exchange (Format enclosed Annexure I - A) 2 Copy of the notice sent to the shareholders seeking their approval on the application made by the promoter 3 Proceedings of AGM /EGM held for considering the reclassification with outcome (voting results) and certified true copy of the resolution passed. 4 Pre and Post shareholding pattern for the Proposed Reclassification 5 Undertaking from the Company in the prescribed format (Annexure I - B) 6 Letter from Promoter seeking reclassification from promoter to public. 7 Copy of Letter of Relaxation issued by SEBI, if applicable 8 RTGS/ NEFT Payment of Rs. 50,000* + GST (18%) towards Processing Fees Note: Application for reclassification would be accepted from a Suspended Company only after revocation of suspension by the exchange. Page 3 of 6

4 Annexure I Application Letter Format: A) Company application for Reclassification Date: To, BSE Ltd. Listing Compliance Cell Sub: Application for Reclassification under Listing Regulation 31A. The Company is in receipt of a request from (mention name of the promoter), promoter of the company, for reclassification as public under Regulation 31A ( ) (mention exact regulation) of SEBI (Listing Obligations and Disclosure Requirements) Regulations In this matter we are forwarding herewith the requisite documents as specified in the checklist. In addition to BSE Limited, Company is also listed at (Mention the names of all Exchanges where issuer is listed, in case Company is listed only at BSE, please mention no other exchange ) We are also enclosing the details of RTGS/ NEFT Payment made towards processing fees of Rs.50,000 + GST (18%). We hereby request you to kindly process our application for reclassification of promoter as public under Regulation 31A of Listing Regulations Yours faithfully (Name and contact details of signatory with designation) Notes: Designated bank details for Electronic transfer are given below: (RTGS/ NEFT) favoring BSE Ltd. Bank Name Branch Name Account No. IFSC Code HDFC Bank Ltd Fort, Mumbai HDFC Page 4 of 6

5 Annexure II B) Undertaking by the Company for Reclassification under Listing Regulation 31 A(5), 31A (6) Date: To, BSE Limited Sub: Application for Reclassification under Regulation 31A (5) / 31A (6) (select whichever is applicable) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir / Madam With relation to our application for reclassification of promoter shareholders, we confirm as under: 1) Outgoing Promoters and/ or Promoter Group entities along with persons acting in concert do not hold more than One percent / Ten percent (select whichever is applicable) of the paid-up equity capital of the company. 2) No regulatory action pending against Promoter who want to classify as public. 3) All special rights of the Outgoing Promoters which were acquired by virtue of any shareholder agreements have been terminated. 4) Post-reclassification, the Outgoing Promoters shall not exercise direct or indirect control over the company or have any special rights through any formal or informal arrangements. 5) The Reclassification process has not been initiated to achieve Minimum Public Shareholding. 6) The company or its promoters or whole time directors are not in violation of the provisions of Regulation 24 of the SEBI Delisting Regulations, ) The company, its promoters, its directors are not in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, ) Requisite approval has been received from the shareholders to allow continuation of the Outgoing Promoter/s as Key Management Person/s (to be included in the undertaking if applicable) Yours faithfully (Name and contact details of signatory with designation) ************************** Page 5 of 6

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General Instructions for filling up the application forms: 1 If a particular field/detail in the checklist is not applicable, please mention the same

General Instructions for filling up the application forms: 1 If a particular field/detail in the checklist is not applicable, please mention the same as 'Not Applicable' 2 In case of schemes which solely