SNOWMAN" The Cold Chain Company

January 03, 2020

National Stock Exchange of India Limited | BSE Limited

Exchange Plaza Department of Corporate Services Bandra Kurla Complex Phiroze Jeejeebhoy Towers

Mumbai - 400 050 Mumbai - 400 001 Ph No: 2659 8452 Ph No: 22727 1233/34 Fax No: 2659 8237/38 Fax: 2272 1072/ 2037/2061/ 41 Email: cmlist@nse.co.in Email: corp.relations@bseindia.com

Scrip Code: SNOWMAN Scrip Code: 538635

Dear Sir/Madam,

Sub: Detailed Public statement (“DPS”) issued for open offer (“offer”) for

acquisition of up to 4,34,42,879 fully paid up equity shares of face value of INR

10 each, representing 26.00% of the voting share capital of snowman logistics limited (“target company”) by adani logistics limited (“acquirer”) together with

adani ports and special economic zone limited (“pac”) pursuant to and in

compliance with Regulation 3(1) and regulation 4 read with regulations 13(4), 14(3) and 15(2) and other applicable provisions of the securities and exchange board of India (substantial acquisition of shares and takeovers) regulations.

With reference to the above captioned subject, please find enclosed herewith copy of

detailed public statement issued by JM Financial Limited, the manager to the Open Offer for and on behalf of Adani Logistics Ltd (the Acquirer) together with Adani Ports and

Special Economic Zone Ltd (“PAC”) in relation to an open offer to the public shareholders of Snowman Logistics Ltd (The Target Company).

In accordance with the Regulation 14(3) of the SEBI SAST Regulations, the DPS has been published on January 03, 2020 in the following newspapers:

1. Financial Express (English) - All editions

2. Janasatta (Hindi) - All editions 3. Navshakti (Marathi) - Mumbai edition

We request you to kindly take the aforesaid information on record.

Thanking you,

Yours faithfully,

For Sirowman Logistics Limited

\ f

at —L f

A dar \ Sf Bargain CFO & Company Secretary

Enclosed as stated

Corporate Office

Snowman Logistics Ltd. No. 54, Old Madras Road Virgo Nagar, Bangalore - 560 049, Karnataka

T (080) 3993 9500 F (080) 3993 9500

Regd. Office : Plot No. M-8, Taloja Industrial Area, MIDC, Raigad, Navi Mumbai, Maharashtra- 410206

CIN: L15122MH1993PLC285633 T+91 22 39272004 Einfo@snowman.in Wwww.snowman.in

FRIDAY, JANUARY 3, 2020

DETAILED PUBLIC STATEMENT IN TERMS OF REGULATION 3(1) AND REGULATION 4 READ WITH REGULATIONS 13(4), 14(3) AND 15(2) POO a Oma Ue Osea We Ca MUU er SU ar GU Se LOL acl UChr

PO eh a MC em aL eel ad

SNOWMAN LOGISTICS LIMITED Doo kat gee ee eA eC eC EL

ae Ue oe a Seer rea Lae TAAL eS

OPEN OFFER FOR ACQUISITION OF UP TO 4,34,42,879 FULLY PAID UP EQUITY SHARES OF FACE VALUE OF INR 10 EACH, REPRESENTING 26.00% OF THE VOTING SHARE CAPITAL (AS DEFINED BELOW) OF SNOWMAN LOGISTICS LIMITED (“TARGET COMPANY") FROM ALL THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF THE ‘TARGET COMPANY BY ADANI LOGISTICS LIMITED (“ACQUIRER”) TOGETHER WITH ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED (“PAC”), IN THEIR CAPACITY AS. ‘THE PERSONACTING IN CONCERT WITH THE ACQUIRER (“OPEN OFFER" OR “OFFER”).

‘This detaied pubic statement DPS") is being issued by JM Financial Limited, tne manager tothe Open Ofer (he ‘Manager to the Ofer’ for and on beat ofthe Acquirer andthe PAC, in compliance win Regulations 31) and 4 ‘ead with Regulations 13(), 14(3) and 15(2) and ther applicable regulations of the Secures and Exchange Board of india (Substantial Acquistion of Shares and Takeovers) Reguaton, 2011, and subsequent amendments ‘hereto (he “SEB! (SAST) Regulations” and reference to a partcuar ‘Regulation’ shall mean the partcular

regulation ofthe SEB! (SAST) Reguatons), pursuant tothe public announcement made on December 27, 2019, (Public Announcement’ or “PA’)isued in tems of Regulations 3(1) and 4 of SEBI (SAST) Regulations and Submited to BSE Limited (‘BSE and National Stock Exchange of nda Limited (NSE” and together with BSE, the "Stock Exchanges’) on December 27,2019, in accordance with Regulation '4(1) ofthe SEBI (SAST) Regulations and sen othe registered ofice of the Target Company on December 30, 2019 and was fled with the Secures ‘and Exchange Boart of nda ‘SEB on December 3, 2019, For the purposes of his DPS, the flowing terms would have the meaning assigned to them herein elon: (@)“EPS' means earings per share (b) “Equity Shares” or ‘Shares’ means the fuly paihup equiy shares of face value of INR 10 each ofthe

Target Company. (©) "GOL'or"Seller* means Gateway Distipaks Limited (0) “Offer Period” has the meaning as ascribed to tin the SEB| (SAST) Regulations (e} "Public Shareholders’ means al the public shareholders ofthe Target Company who are ebile to tender

thee shares in the Ofer, othe than the Acquirer, PAC, parts tothe SPA (as defined below), and persons deemed to be acting in concert wih such pares, pursuant to and in complance wit the SEBI (SAST) Reguatins “Sale Shares" means 6,725,119 Equity Shares constiuting 40.25% of the Voting Share Capita “SEBI Act’ shall mean Secures and Exchange Board of India Act, 1992 and subsequent amendments thereto “Tendering Period’ has the meaning ascribed tot under the SEBI(SAST) Reguaton. ‘Voting Share Capita’ means the total voting equly share capital ofthe Target Company ona ful uted bass as of the 10th (tenth) Working Day om the closure ofthe Tendering Perio ofthe Open Ofer (such Voting Share Capital excludes 24,000 employee stock opions of the Target Company which were suirendered by is employees ‘Working Day’ means any working day of SEB ACQUIRER, PAC, SELLER, TARGET COMPANY AND OPEN OFFER Details of Adani Logistics Limited ("Acquirer") “The Acquirer isa publ ited company, with company ientfcation number UB3090G.2005PLCO4E418 Iwas ofgnally incorporate as Inland Conware Private Limited on July 13, 2005 under the Companies Ac. 1966. ts name was changed to Adan Logis Limited on July 7, 2008 and became a pubic company wit ‘fect fom Apri 5, 2010, pursuant to fresh cecal of Incorporation issued by the Regiar of ‘Companies, Gujarat, Dadra and Nagar Haveli. The registered ofce ofthe Acquter is situated at Adai House, Near Mithakhal Six Roads, Navangoura, Ahmedabad 360 002, Gujral, India. The contact details

‘ofthe Acquiter are leephone number:+9t 792686 5555 and fax number#91 792555 5800 The issued and paid-up share capital of the Acquirer amounts to INR. 65500,00000 consisting of £65,5000,000 ful paid-up equty shares of INR 10 each. The Acquirers a wholly owned subsciary of PAC. The Acquirers part of he Adal group The Acquirer is engaged in the business of providing end-to-end lgistios services in the country with presence across al major markets and has expertise in handing varied customer across segments tke ‘oa, indus, buk, break bul, quis, auto and grain handling ‘The shares of the Aoquier reno listed on any stock exchange in Inia o abroad. [As of the date of his DPS, the Aoguir, ls drecors or key employees do not have any rlatonship or interest inthe Target Company except forthe vansactons contemplaied bythe Acquirer inthe SPA (as <efined below). Furthermore, there are no directors representing the Acquirer onthe board of dectrs of the Target Company, The Acquirer does nat hold any Eauity Shares or voting rights inthe Target Company. Furthermore, the ‘Acquirer has not acquired any Equity Shares ofthe Target Company aftr the date ofthe PA. The Acquirer has not been prohibited by SEB! from dealing in securities pursuant to the tems of any ‘econ issued under Secton 11B of the SEBI Act or under any other regulations made unde the SEBI es The summary of unaudited imited reviewed key francial information as at and forthe period ended September 30, 2013, as exacted from the limited review repo, and audited key nancial information as at

‘and for he periods ended March 31,2019, March 31, 2018 and March 31, 2017, as extracted from the audited financial statements, areas flows:

{INR in Crore, unless otherwise stat) Financial year | Financial year ended ended

March 31,2018 | March 31,2017 (Standalone)’ | (Standalone)*

(Audited) | (Aucited)

Particulars ‘Six months ended September 30,2019,

(Standalone) (Unauelted financials subjected to limited review by auditors)

8.35 100.35,

Financial year ended

March 31,2019 (Standalone)

(Audited)

Total neome Net Income” Earnings Per Share (basic and cuted) (in NR) Networt? Shareholder Funds 402280

" Consolidated nancial tatomens are not avalable * Excludes other comprehensive income “Not annualised Details of Adani Ports and Special Economic Zone Limited (“PAC”) The PAC isa pub listed company. wth company identification number L63090G11998PLCO34162. I was ‘tgnally incorporated as Gujarat Adani Port Limited on May 28, 1998 under the Companies Act, 1956. Pursuant io afesh cerifcao of incorporation issued by Registrar of Companies, Gujarat, Dadra and Nagar Havel is name was changed to Mundra Port and Special Economic Zone Limited on July 7, 2006. lis name was furter changed to its curent name of Adani Ports and Special Economic Zone Limited pursuant to afresh certicate of incorporation issued by Registarof Companies, Gujrat, Dadra and Nagar Havel on January 6, 2012 The registered offce of the PAC is siatod at Adani House, Mitakhal Sb Reads, Navrangpura, Ahmedabad 380 008, Gujarat, Inca. The contact detas of the PAG are: telephone ‘umber: #81 792656 5555 and faxnumber: +91 792555 5800, The issved_and paidup share capital of the PAC amounis to INR 4065.08.52 consisting of 208,175,761 fly paid-up equi shares of INR 2 each, The PAC i par ofthe Adan group. The Acqusers the wholly owned subsidiary of the PAC. ‘The PAC, part ofthe gobaly-<versfed Adani group, is a leading port developer and operator and an integrated logit payer. has expanded its business from operang @ single portal Mundra onthe west ‘coast of Inia to boing a pan-indan integrated logistics service provider, operating atten strategically located poisterminals along the Indian coastine. The PAC has a seamless inlegraion of pois and terminal, industal and and logistics business, “The shares of the PAC are listed on BSE and NSE ‘The names of the (A) promoter and promoter group, and (8) oer significant shareholders (pubic shareholders holding moe than 1% of fly paid-up equly share capital) of the PAC. along with thei Shareholding percentage, as disclosed by i to the Slock Exchanges under Regulation 31 of the Secures ‘and Exchange Goaré of Ina (Listing Oblgations and Disclosure Requirements) Reguations, 2015, a8 of September 30,2019 ae as follows: (4) Promoter and promoter group Individuals) Gavtambrai Shanta Adan negigble() Rajeshbhal Shantll Adani -nogigibl Others: () Gavlambhai Shanta Adan & Rajeshbal Shanta Adan (on behalf ofS. 8. AdaniFamly Ts!)

38.34%; () Gautambhal Shantla Adan’ & Pritben Gavtambhal Adani (on behalf of Gautam S. Adani Family Trust) ~ nil (3)Rajeshohai Shantlal Adal & Shiin Rajeshsai Adani (on behalf of Rajesh, Adan Family Tru!) ~ neghgible: (v) Adani Properties Private Limited — nit () Adani Tradeine LLP — 6.80%, (ui) Wordnide Emerging Market Holding Limited — 3.83%; (vl) Universal Trade And Investments Limited — 391%; (vil) Alto Asia Trade and investments Limited ~ 443%; (a) Emerging Market Investment DMCC — 410% (6) Other significant shareholders (public shareholders holding more than 1% of fully paid-up equity share capital) (0) Life Insurance Corporation Of nda 10.85%; (i) Europaciic Gowth Fund ~ 383%; i) New Word Fund Inc~ 207%; (v) Camas Investments Pte. id 1.30% (y) SBI Equity Hybrid Fund ~ 1.13%; ‘As ofthe date ofthis OPS, the PAG, its directors or key employees do nt have any relationship or interest inthe Target Company. Furthermore, thee are no directors representing he PAC onthe board of directors ‘ofthe Target Company. “The PAC doos not hold any Equity Shares or voting igh inthe Target Company, Furhemore, the PAC has not acquied any Equity Shares of te Target Company after the date ofthe PA ‘The PAC has not been prohibited by SEB! rom dealing in secures under Secon 1B ofthe SEBI Ac or

under anyother egulatons made under the SEBI Ac. The summary of unaudited limited reviewed key fnancialinformaton as at and forthe period ended September 3, 2019 s exraced from the limited review report. and audited key financial informatio as at ‘and for the periods ended March 31,2019, March 31, 2018 and March 3, 2017, as extracted from the ‘audited financial statements, area flows:

27.19 32.64

2.18 00.08 1482 93

296" 1.00 046 029 220384 45861 40076

INR in Crore, unless otherwise stata) Financial year | Financial year

ended ended March 31,2018 | March 31,2017

(Consolidated) | (Consolidated) (Audited) | (Aucited)

Particulars Skmonths ended September 30,2019,

(Consolidated) (Unauelted financials subjected to limited review by auditors)

654082 2,087.89

Financial year ended

March 31,2018 (Consolidated)

(Audited)

Tal come Net income" Earnings Por Share (basic and cuted) (in NR) Networt/ Shareholder Funds (excluding rnon-catling interest) 2453620 | 2106883

"Excudes other comprehensive income and cludes non-contraling intrest “Not annualised

1228778, 404875

12.538 89 3689.95

Baro 3901.50

1003"

752598

AARC. ep. in

(-) Detals of Gateway Distriparks Limited ("GDL" or “Salle”)

Name of | Shares oF the Stock | voting Exchange rights hela in Ingia or| inthe ‘Abroad, | Target ‘where’ | Company listed (it appl cable)

the Sel the Entity Individual

the Target Company

agreement withthe Acquirer

6.7258.119)

Gateway | Not Distiparks| Appicabe Limited

Pile mites

company Seetor§, Dronaai Taluka Uren,

Raigad. Distt, Navi

Mumbai ~ 400707,

India GDL has not been prohibited by SEBI fiom dealing in secures under Sacton 118 of the SEBI Actor under any ther regulations made under the SEBI Ac. Upon compton of the transactions contemplated in the SPA (as defined belon), GDL wil not hold any Equity Shares or other inlerest inthe Target Company. Further, GDL shall ease to be the promoter ofthe Target Company and shal relinquish the management cont of the Target Company in favour ofthe Acguirer, The Acquirer wil acquire conrl ofthe Target Company, and be classed as new promoters in aooordanoe wih the provisions of Regulation 31A of the SEBI (ising Obigatons and Dsclosure Requiremonts) Regulations, 015 (SEBI LODR Regulations) Detals of Snowman Logistic Limited ("Target Company") The Target Company is a publc limited company bearing corporate identification number L15122MH1993PLC286633, The Target Company was incorporated on March 17, 1993 as. Snowman Frazen Foods Limited, I changed is name to Snowman Logises Limited on March 17,2011 pursuant to @ fresh cenfial of incorporation issued by the Registrar of Companis at Bangalore, Kamataka, The registred ffce of the Target Company is at Plt No. M8, Tala Industial Area, MIDC, Ralgad "Navi Mumbai, Maharasira, 410 208. Te contact deals ofthe Target Company are: Tel: +91-9621383250 and e-mal i: investortlatons@snownan in The Target Company i nthe business of providing integrated lemperature controlled logistics ining, but ‘not mite to warehousing, dstbuton and value added services

The Equity Shares ofthe Target Company are listed on BSE (Security ID: SNOWMAN: Sap Code 538635) ‘and NSE (Symbol SNOWMAN), The ISIN ofthe Equiy Shares of the Target Company is INE734NO1019, As onthe date of his DPS, the authorized capital of he Target Company is INR 200,00 0,000 comprising 10f20,00,00000 Equity Shares of face value of INR 10. As onthe date of his DPS, the issued, subscribed ‘and fully paid-up fulyduted equity share capital of the Target Company is INR 167,08,79,950 comprsing of 16.70.8795 Equty Shares of INR 10, The Eauiy Shares of the Target Company ate equeny traded on the Stock Exchanges in terms of Regulation 2()) ofthe SEB! (SAST) Regulatons, The Target Company does not have any party paid-up equiy shares or any convertible instruments including warrants, fly converte secures, party convertible secures and employee slock options), The summary of unauited lmted reviewed Key nancial infomation a6 at and forthe period ended Septamber 30,209, as extacid from tha limited review repa,and audited key foancal information 2s at and for the periods ended March 31,2019, March 31, 2018 and March 31, 2017, as extracted from the audited nancial statements, are a flows

(INRin Crore, unlas otherwise stated) Financial year | Financial year

ended ‘ended March 31,2018 | March 31,2017 (Standalone) | (Standalone)

(Audited) | (Audited)

Particulars ‘Six months ended September 30, 2019

(Standalone) (Unaudited financials ‘subjected to limited review by auditors)

12235 735.60, 10.38) 972

Financial year ‘ended

March 31,2019 (Standalone)

(Audited) Taal neome Net icone | amings Per Share

(basic and diuted) (in NR) Networth7 Shareholder Funds 424,79

“Bicludes other comprehensive come "Not annualised DETAILS OF THE OFFER: The Acquirer has entered into @ share purchase agreement dated December 27, 2019 with the Gateway Distpars Limited Seller) andthe Target Company (‘SPA’), pursuant to which the Acqurer has agreed to acqute the Sale Shares, subject to tems and conditions so out inthe SPA ining flint of ‘anditons precedent by the Target Company andlor the Seller. The sad sale ofthe Sale Shares s proposed to be executed fora consideration agregatng up to INR 295.9,81,236, ata price of up to INR 4400 per Sale Share Since the Acquiter has entered ilo the SPA to acquire voting rights in exces of 25% ofthe Voting Share Capita of te Target Company, accompanied with conto, ths Open Ofer is being made under Reguations (1) and 4 ofthe SEBI(SAST) Reguatons. This Offer is a mandatory open ofr. Pursuant othe Offer and ‘consummation of the ransacions contemplated under the SPA, the Acquirer will have contol over the Target Company and the Aogurer shal become the promoter of the Target Company, including in accordance with the provisions ofthe SEBI LODR Regulations. The Publ Announcement announcing the (Open Offer, under Regulations 3(1) and 4 read with Regulation 13(1) and Regulation 16(1) of the SEB! (SAST) Regulations, was released tothe Sock Exchanges on December 27, 2019. Please refer to Pat I (Background to the Ofer for further infrmaton on the SPA. This Ofer is being made by the Acquirer and the PAC to acquire upto 4,3442.879 Equly Shares (Offer Shares’) ofthe Target Company representing 26.00% of he Voting Share Capa of the Target Company (Offer Size") at price of INR 4400 per Equty Share (Offer Price’) agaregating to atoll consideration of appeosimately INR 191 14,86 676 ( Maximum Offer Consideration’. ‘The Offer Price wil be pad in cash in accordance wit Regulation 9(1(a) of the SEBI (SAST) Reguations ‘and the tems and conatons mentioned in the Pubic Announoemen, tis DPS and ta be set outin te leer Of ofr to be sent all he Pubic Shareholder in relation to this Offer (Letter of Ofer” or‘LoF" As ofthe date ofthis OPS, there are no () party pai-up Equity Shares: and (i) oustanding convertible insrumens (acuding warrants, full convertbe secures, parly conveibe secuties and employee stock options) issued by the Target Company, ANI the Equity Shares valy tendered by the Pubic Shareholders in this Ofer, wil be acquied by the Acquirer in accordance withthe tems and condtons set forth inthis DPS and the ems and condtons which wil be set out n the Leto of Ofer, te relevant provisions ofthe SEBI (SAST) Regulations, and applicable aw, The Ofer Shares will be acquied by the Acquirer fuly paid-up, fee fom all lens, charges and encumbrances and together wih the rights atached thereto, indudig all gts to didend, borus and fights offer declared thereof, and the tendering Pubkc Shareholder shall have obiained all necessary ‘consents for ito sll the Equly Shares onthe foregoing bass. This Ofer isnot condtonal upon any minimum level of aceptance in terms of Regulation 19(1) of SEB! (SAST) Reguatins This Ofers ota competing ofrin tems of Regulation 20 of the SEBI (SAST) Requatins Tote best of the knowledge ofthe Acquirer and the PAC there are no statutory approvals required forthe purpose of his Ofer and he undering transaction (the SPA). However, anyother statutory approvals

8a required cc become applicable al alate date before the completion of this Ofer, this Offer would be subject to the receipt of such statutory approvals. Inthe event such slatuory approvals ae refused, the Acquier and the PAC wil have the right o withdraw this Ofer in accordance wth Regulation 23 ofthe SEBI (AST) Reguatons. Where any statutory or oher approval extends to some but not al ofthe Public Shareholders, the Acquier shal nave the option to make payment to such Publo Shareholars in respec of wham na statutry or eter ‘approvals are requited inode to complete this Open Ofer, In terms of Regulation 23 ofthe SEBI (SAST) Regulations, inthe event hat the approvals, any (whether in ‘elton to the acausiion of Equty Shares constiuing the Ofer Shares or olherise) which become applicable prioe to completion ofthe Open Ofer are nol received, for reasons ouside the reasonable contol tf the Acquirer, then the Acrurer and the PAC shall have te right fo withdraw the Open Ofer. nthe event of such a wihdraval ofthe Open Ofer, the Acquirer and the PAC (trough the Manager) shal, within 2 Working Days of such withdrawal, make an announcement of suc withdrawal ting the grounds forthe wiherawal in accordance with Regulation 23(2 ofthe SEB (SAST) Regulations. Non-esient Indian (NR) and ersivhle overseas corporale body (‘OCB Public Shareholders, i any, ‘ust obtain all requisite approvals requied to tender the Equity Shares held by them inthis Ofer ncudng, without imitation, the approval rom the RB, sinoe the Equity Shares vali tendered in tis Ofer wil be acquired by a non-esient eniy), and submit such approvals along with the Form of Acceptanoe-cum- Acknowledgement and afer documents required to acoopt this Offer. Furtar. i the Puke Sharaholsos who are nol persons residentin lia (ncuding NR, OCBs, erste Foregn institutional Investor Fs" and Foreign Patol Investors FP") had requied any approvals (ncuding from the RB or he Foreign Investment Promotion Boardthe Foreign investment Faction Portal or any other requatry body) atthe time ofthe original investment in respect of the Equity Shares held by them current they wil be required to submit copies of such previous approvals along wth he other documents requied tobe tendered to aozept this Offer. If such approvals are not submited, the Acquirer andthe PAC reserve the ight to reject such Equity Shares tendered in this Ofer. In tems of Regulaton 25(2) of the SEBI (SAST) Reguatons, the Acquirer and the PAC do not have any Intenbon 10 restructure or aienate, dspose-of or oherwise encumber any material assets or investments of the Target Company, trough sale, lease, encumbrance, and reconstucton, within a period ‘of 2 years fom the date of completion of the Offer, oer than inthe ordinary course of business. Ifthe Acquier intends to restueture or alenate any material asset ofthe Target Company (ncuding on account of regulatory approvals ox conditions, or compliance with any law tal i binding on or applicable to the ‘operations ofthe Target Company within a period of 2 yeas from the dat of completion ofthe Ofer, @ specal resolution of he shareholders of the Target Company in accordance wih the proviso to Regulation 25(2) of the SEBI (SAST) Regulatons would be taken before undertaking any such ainaton of any material asses, ‘As per Requaton 38 ofthe SEB! LODR Regulations, as amended, read with Rule 194 ofthe Secures Contract (Reguation) Rules, 1967, as amended (‘SCR’), the Target Company is required to maintain at least 25% (went five percent) public shareholsing MPS"), as determined in accordance with SCRR. on @

as (35)

10 59)

(02 (0.30) 428.87

WWW. FINAN CIALEXPRESS.COM

FINANCIAL EXPRESS

continuous basis for lsing. The completion ofthe Underying Transaction and this Ofer wl ot resut in a breach ofthe requirement to mainain NPS, ‘The Equty Shares under sltuor lock, i any, can be transfered tothe Acquirer under the Ofer, subject,

to coninaton ofthe residual statutory lock-in perio inthe hands of the Acquirer. ‘The Manager tothe Ofer does not hold any Equity Shares inthe Target Company as on the dat of his DDS. The Manager tothe Ofer shall not deal, on their own account, in the Equity Shares of the Target Company during he Ofer Period BACKGROUND TO THE OFFER ‘The Acquirer has entered ito a share purchase agreement dated December 27, 2019 wih GDL and the “Target Company ('SPA‘, pursuant to which the Offers being made by the Acquiter and the PAC under Regulations 21) and 4 of the SEBI (SAST) Reguiations to all the Publ Shareholders of the Target Company. This Ofer isa mandatory open ofr. ‘Summary ofthe SPA

Tho SPA has been entered into betwoon the Target Company, the Acquirer and GDL on December 27 2019 (Execution Date’ for the purchase of he Sale Shares, subject o, and in accordance wih, the terms ofthe SPA, Under the SPA, subject to completion of the condtons precedent as set out inthe SPA, the Acquirer has agred to aoqure the Sale Shares (i. 6.72,54,119 Equity Shares of he Target Company held by GDL) fr a toal cash consideration of INR 285 94,81,236 at pie of INR 44.00 per Equiy Share consttng 40.25% of te Voing Share Capa ‘The sale and purchase ofthe Sale Shares in accordance withthe SPA are subject o certain conditions, Including but ot ited wo: ‘The Target Company shall have obzined Lender Consents (as dtned in the SPA), ‘The Seller shall ave removed all Encumbrances (as defined in the SPA) on he Sale Shares, including any negative in thereon, any ‘The Seller shal have obtained writen consent fom the debenture holder debenture secur trustee in acoordance with the tems ofthe Debenture Trust Deed dated March 27, 2019 executed by the Sel, forthe purpose of consummation ofthe Underyng Transaction, ‘The Target Company shall have made applcatons fr obaning consents or providing inimation forthe purpose of consummation of the Underyng Transaction, as may be applicable in ems ofthe relevant contacts executed withthe customers ofthe Target Company asso out inthe SPA ‘Tho Target Cormpany shal have made applications for obtaining or making necessary rectifcaton (as the case may e) in he Governmental Approvals as identified in the SPA. ‘The SPA shall automaticaly terminate f any ofthe Seller's Condions Precedent (as defined inthe ‘SPA) are not ued on ar before the CP Completion Long Stop Date (as defined inthe SPA) or, tothe extent applicable, waived or deferred by the Acquirer in wring, Further, te Acquirer shal have the right to terminate the SPA by giving writen notice to GDL upon occurrence of any event which may have a Mate Adverse Effect (as defined in the SPA) and where such Material Adverse fects subsisting ‘and cant be or if capable of being cued, i not cured wih 30 Business Days (as defined inthe 'SPA) of being notified mn wing or such other date as may be muualy agreed between the pats in wing Pursuant tothe terms ofthe SPA, GDL and its Afiiates shall not, fora period of years from the Closing Date (as defined in the SPA), direct or indirectly invest in, bid for, canyon, manage, opera, ‘conduct, jon, have any ancia interes in or conto, et. n any Person where such Persons business competes with the Business (as dened in tie SPA)

(\)_Detals ofthe Underlying Transactions set out below: otalls of Underlying Transaction Type oF

tran saction (direct Indirect)

ode of transaction agreement | Sharesivoting rights allotment) market purchase) | acquired! proposed | consideration

tobe acquired | forshares! Number | % vis-vs| voting rights

total equity!) acquired Noting Share| (INR)

Capital

Totat Regulation which has triggered

Dies

e7a561q) 40.25% | NR

295.91 81,238 ‘Agreement ~The Acquirer entered into a SPA wih GDL to acquire up 106,724,119 Equty Shares, constiuting 40.25% ofthe Voting ‘Share Capita, subject to, and in ‘accordance with, te tems of the SPA

equations a(t) ands ofthe SEB!

(sasT) Regulations,

2

™ 1 2

Note: (1) Upon completion ofthe Underyng Transaction, te Acqurer wil bei sole con ofthe Target Company. (vi) The Offer Price shall be payable in cash in accordance wih Regulation 9(1)a) ofthe SEBI (SAST)

Regulations, and subject othe terms and contions sel out in hs DPS andthe Leterof Ofer tha wil be dispatched to the Pubic Shareholders in accordance wih the provisions of the SEBI (SAST) Regulations.

(i) Object ofthe Ofer: The Open Ofer is being made as 2 result of the acquston of more than 25% of shares, voting rghls and control ofthe Targat Company bythe Acquire resulting in a change of contol of the Target Company in terms of Regulations 3(1) and 4 of the SEB! (SAST) Regulations. The acquisition of Equity Shares inthe Target Company is inne with strategy and vsion ofthe Acquire to become a leading provider of integrated logistes services in India and expand assets and saves ‘capable including col storage. The aoquistion provides platform to capture growth in key end use segments (ike pharma, seafcod, ASR) and augment the capacity as required. The intended business focus wil be to increase utizaton, higher reaizaion from product mix change and operatonal afcinies (eg elect costs, coocaton of new aces)

‘SHAREHOLDING AND ACQUISITION DETAILS. The curent and proposed (p08t-Ote)sharholcing ofthe Acquirer and the PAC inthe Target Company are as follows

Details

‘Acquirer PAC No.of Equity hares | _%h | No. of Equity Shares]

‘Sharetalding as onthe Public Announcement date NL iL i ‘Shares acquired between fe Pubic

ment date and the DPS dat Ni Ni Ni ‘Shareholding 2 onthe DPS date Ni Ni il Post Ofer shareholding as of the 71,06.96508 | 66.25% Ni ‘0th working day after the closure of ofthe the Ofer (assuming the entire 25.00% Voting Is tendered inthe Ofer) Share

Capital Ts Oquer,PAC and the HeNDSTs Of ar eapecWve BORG Ot Gectrs donot Rave ay ShTehOLGaG A

the Target Company a onthe date of hs DPS. OFFER PRICE ‘The Equty Shares ae sted onthe Stock Exchanges. The traded tumover ofthe Equity Shares onthe Stock Exchanges during the period December 01, 2018 to November 30,2018 (Twelve Month Period’, viz. twelve calendar months preceding the calendar month in ‘which the PAhas been made is sot out bolow: Stock | Traded tumover of equity shares Exchange | ofthe Target Company during the

“wolve Month Period (‘A") (No.of equity shares)

BSE 97,96 606, 1670.87 998 520%, NSE 3.57.12.450, 16.70.87 995 30.55% Source: Based onthe catfiate dated December 27, 2019 issued ty Dharmesh Park & Co, Chartered ‘Accountants “Therefore, in tes of Regulation 2{1)(} ofthe SEBI (SAST) Regulations, the Equly Shares are frequen waded, ‘The Ofer Price of INR 44.00 per Ofer Share is justified in terms of Regulation 82) ofthe SEBI (SAST) Regulations onthe basso the folowing: s. | Particulars Price (WR per

No. Offer Share) ’R. | The highest negotated price percha of the Target Company for any acqustion| INR 4400

Under the agreement atacting the obigaton to make the Public Announcement ofthe Ofer. the pice pr Equity Share under the SPA The volume-weighted average price pad or payable or aoquitbons, bythe ‘cquiar a the PRC, during the fly to weeks immediately preceding the date of the Public Announcement “The highest price paid or payable Yor any acqusion, by he Aoqe or the PAC, utng the twenty six weeks immediately preceding the date of the Pubic Announcement The velume- weighted average marke price per Bly Share fora povod of Sly trading days immediately preceding the date ofthe Pubic Announcement as traded on NSE, being the stock exchange where the maximum volume of tating inthe shares of the Target Company are recorded Where the shares are not requeny traded, the pvice determined by he Acquirer {and the Manager othe Ofer aking into account valuation parameters incising, book value, comparable trading multiples, and such oer parameters as re customary fr valuation of shares of such companies; and

F | The pe equi share vale computed under Regulation 8() ofthe SEBI (SAST) Regulations, f applicable ‘Soros: Based onthe cerificate dated December 27, 2079 lsved by Ofarnssh Parkh & Co. Charored ‘Accountant's * Not appicable since hss not an indirect acquit ‘Since the date ofthe Public Anaounoament and ason the date of this DPS, there have been no corporate actons by the Target Company warranting adjustment of any of the relevant price parameters under Regulation 69) of the SEBI(SAST) Reguatons. ‘As onthe dat ofthis DPS, there is no revision n Ofer Price or Ofer Size, The Ofer Price andlor Ofer Size

is subject to upward revision, f any, pusuant tothe SEBI (SAST) Regatons or atthe discretion ofthe ‘Acquirer at any time porto the carsmencement ofthe ast 1 Working Day before the commencement of he Tendering Period in accordance with Regulation 18(4) and 18(6) of the SEB! (SAST) Regulations. Inthe ‘event of such revision, the Acquirer shall make coresponding increases fo the escrow amount shal: (i) make 2 public announcement in the same newspapers in which the DPS is publshed; and (I) simultaneously wth the issue of such announcement, inform SEB, the Stock Exchanges and the Target Company at is registered office, of such revision, Ifthe Acquirer acquires Equty Shares ofthe Target Company during the pio of twenty six weeks ar the Tendering Pero ata prce Pigher than the Offer Price, then the Acquirer shall pay te difrence between the highest aquiston pice and the Ofer Price to al be Pube Shareholders whose Equity Shares have boen accepted inthe Ofer within sity days from the date of such acauston. FINANCIAL ARRANGEMENTS ‘Te total consideration fr his Open Offers upto INR 191,14,86.676, assuming ul acceptanoe of his Ofer (ie. the Maximum Offer Consideraton). In accordance wth Regulation 17 ofthe SEBI (SAST) Regulatons, the Acquire/PAG i required o create an ‘escrow fr an armaunt equal to 25% ofthe Maximum Ofer Consideration, and, in the event of he escrow ‘account being created is by way of a bank quaanie, then aleast 1% ofthe Maximum Offer Consideration should be deposited in cash with a scheduled commercial bank In this regard, the PAC has furished an uncondtonal,irevacable, and on demand bark guarantee dated December 31,2019 from indsind Bank Limited (having Its registered office at 2401, General Thimmayya Road, Cantonment, Pune - 411 0", India and acing through is branch at World Business House, MG. Road, Ne Patmal Garden, Ells Srdge, Ahmedabad 380 006) having bank guarantee number ‘OGTé009190039525 ofan amount of INR crore, which sn exces ofthe requirements spected under equation 17 ofthe SEBI (SAST) Regulations, n favor ofthe Manager tothe Ofer (Bank Guarantee’) The Bank Guarantee is valid up to July 31, 2020, The Manager to the Ofer has been duly authorised to realze te value of the aforesaid Bank Guarantee in tems of the SEBI (SAST) Reguations. The PAC has Undertaken fo extend the vali ofthe Bank Guarantee or make other arengements for such period as may be required, in accordance wih the SEBI (SAST) Regulations, such tal the Bank Guarantee shal be vali for atleast thity days ator completon of payment ofconsieration to shareholders who have vally tendered ther shares in acceptance of the Open Ofer. The bank issuing the Bank Guarantee is nether an associate company nor @ group company of the Acquirer, PAC o the Target Company.

Traded Turnover %

(8)

‘olal numberof sted Equity ‘Shares ofthe Target Company during the Twelve Month Period ey

Not Appicabie

Nat Appicabie

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at Appicabie

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WWW. FIN ANCIALEXPRESS.COM FRIDAY, JANUARY 3, 2020

BNW reas Gis OLITICS | 17

@ SLAMS PROTESTS AGAINST CAA

Congress, allies rising against Parliament, silent on Pak: PM

Govt sets up dedicated desk to look after Ayodhya issue

PRESS TRUST OF INDIA New Delhi, January 2

Tillnow, matters telating to Ayodhya and court cases

related to Ram Janma Bhoomi and Babri Masjid dispute were handled by the Internal Secu- tity-I division of the home

The three-member desk will be headed by additional secretary

in home ministry Gyanesh Kumar, who

‘THE GOVERNMENT HAS set upadedicated desk headed by anadditional secretaty,to look

EXPRESS NEWS SERVICE Modi said Pakistan was wasdividedonthebasis ofreli- after all matters related to the also heads the ministry,along with matters Bengaluru/New Delhi, e gion.EversincePartition,petse- Supreme Court verdict on the department of telated to National Integration created onthe basis of P January 2 4 ution of people of other faiths Ayodhyaissue. J&K and Ladakh Council, Sikh militancy, Offi- ———_ __ eugion and ever s! began in Pakistan. Over time, Inan official onter,theUnion cial Secrets Act, communal

HOLDING THE OPPOSITION its creation, its mina! religion-based atrocities home ministey said Ayodhya —a riots besides others. were persecuted and the atro continued to grow ——=

tesponsible for protests against the new citizenship

lav, Prime Minister Narendra, ‘Modi on Thursday slammed the"Congeess,itsallies and the ecosystem they created” for “tisingagainst the Indian Par- liament? and protesting

against “the Dalits, the down- trodden and the exploited”

against Hindus, Sikhs, Chris- tians and Jainskept increasing. ‘Thousands of such people had toleave theit homes and seek

shelter inIndia as refugees” He wondered why the Con-

gtess and others, who have been protesting, have not taised theie voice against what Pakistan had been doing toits

mattersand telated court judg: ments will be handled by three officets, headed by additional sectetary Gyanesh Kumar.

The move bears signifi- canceinthe wake of November 9 judgment of the Supreme

Court which allowed consteuc- tion of a Ram Temple in the disputed sitein Ayodhya.

‘There wasa dedicated syod- hhyacellin the home ministryin the 1990sand eatly 2000s but itwas dosed downafterthesub- mission of the Libethan Com- mission of Inquity ondyodhya.

Inthesame order, the home ministey also said the Internal

Secutity-Il division has been merged with the Internal

the Uttar Pradesh government hhassent a proposal to the home ministry suggesting three plots inAyodhya,oneof which canbe given toUP SunniWanf Board.

“all such matters will be now handled by the new desk in the home ministry,” an official said.

protesting against India’s Par- liament)? He said the protests should be against Pakistan.and itwastheduty of Indianstohelp

who came to India from Pak- the persecuted who fled Pak- minorities. “Uske fAilaaf in The apex court alsoordered _—_Interestingly, Kumar also Secutity-Idivisionandhence- istanand sought refuge. istan in search of refuge —his logon te moh par aajtaale kyu handing over of a5-acre plotto heads the Department of forthit willbe knownas Inter-

Addressing a gathering at ctiticism of theOpposition for lageaye hain? Kyun Pakiscanke UttarPradeshSunniWaqfBoard Jammu and Kashmir and nalSecutity-Idivision. Siddaganga Matha inTumkue being behind the anti-CAS fhilaafawaat nahi uehh aki andsettingupofatrustiorcon- Ladakh affaies in the home —_Joint secretary (Women in Karnataka, Modi accused the protestsandits‘silence’onPak- haijis Pakistan nelaahho logon steuctionof theRam temple. _ministy.He wasthekey office Safety) Punya SalilaStivastava

Opposition of remaining silent istanisnowateftain,comingas fo barbaad hardiya’” Now, this new wing of the in the centeal government's hasbeen given the charge of onPakistan’s“attocitieson Hin- it does aftersimilactemarksat -“Iwantto say to those who home ministey, headed by move to abrogate the special themerged Intetnal Secutity- dus Sikhs, Jainsand Christians” public appearances at the are protesting against the Kumar,uilllookaiterall matters status given to Jammu and I division along with hee pre- and said “fis tavah ki nafvae hum Ramlila Maidan in Delhi and Indian Parliament thatif you related tothedyodhyaissue. Kashmirandbifurcationof the sent responsibility in the Jogonsefartehain,vaisa hi swar Lucknowlastmonth, wanttoprotest,thentaiseyour -‘Therehavebeen reportsthat stateintotwoUnionTertitories. home ministry.

ab desh ki sansad he Khilafdith ‘Modi said Pakistan wascte- voice against what Pakistan raha hai. in logon ne Bhavat ki Sansad ke khilaaf hi andolan Shurukardiyahai(The way they hate us,a similar voice can be

heard against Parliament now. These people have started

ated onthebasisof religionand ever since its creation, its

| minorities were persecuted and the atrocities continued to ‘gtow."Pakistan was cteated on basis of religion, the country

has donein thelast 70 years. If you want to take out a proces-

sion, then do it for the Dalits, the downttodden and the

exploited who have come ftom Pakistan,"he said,

Yogi, Mayawati target Priyanka Gandhi over infant deaths in Kota PRESS TRUST OF INDIA Lucknow/aipur, January 2

Prime Minister Narendra Modi at the Siddaganga Matha in Tumkur, Karnataka, on Thursday a

Trinamool, Shiv Sena, NCP

slam govt after it rejects their R-Day tableau proposals

PRESS TRUST OF INDIA New Delhi, January 2

Broadband services to 80 hospitals, nursing homes in Kashmir restored

UTTAR PRADESH chief minis- tet Yogi Adityanath and BSP chief Mayawati on Thursday targeted the Congress over infant deaths ata Rajasthan

hospital, saying party leader / * Priyanka Gandhi should have UP chiefminister Yogi Adityanath (left); BSP chief Mayawati gonethere to console thechil- dren’s mothers instead of

“playing polities” in UP. Both appeared to refer to

Candhi’svisit to thestateafter violent protests over the

PRESS TRUST OF INDIA Srinagar/lammu, January 2

ver Shah also confiemed that internet was working at seven hospitals out of the eight asso- cated facilities.

Work was on for restoration on internet services in one fursinghome,headded.

Internet setvices, landline and mobile phones wete snapped actoss Jammu and

parliamentary affaits Tapas Roy accused the Centre of

being" vindictive” towards the state. Just because Bengal has been opposing anti-people policies of EJP goveenment,a step-motherly treatment is beingmeted outto thestate.As

AFTER INITIAL HICCUPS, broadband internet setvices weterestoredin 80 govemment hospitalsand nursinghomes in Kashmir, officials said,a move which isbeing seenas abigtelief for patientsand healthcare pto-

THE TRINAMOOL CON- GRESS, Shiv Senaand the NCP slammed the Centre on'Thurs-

day afterit rejected West Bengal andMaharashtea’stableau pro-

cumbs to preventable causes of due to lack of health system capacity,’ Vardhan wtotetoGehlot. Earlier attacking Priyanka

of themothers headed. He said it would have been

better “had Priyanka met and consoled the aggtieved moth- etsinstead ofindulginginpol-

fessionalsinthe Valley. tothepeopleintheValleybutit Kashmir on August 4, day posals for the we have opposed amended citizenship law. and Congeess president Sonia _iticsin UP”. ‘Medical superintendentof could not resume due tosome beforetheCentee’sannounce- Republic Tay Alege BJPhas —anti-people laws Other B]Pleaders have also Gandhi, the UP chief minister Slamming Gehlot, the UP

Chest Disease Hospitalin Sti- technical issuesofficials said. ment to scrap the special sta- Parade, alleging -—insultedthe —‘likeCAA,theCen- attarkedtheCongeese-led gov- said it was extremely sad that CM said, “The indifference, agar DeSaleemTakconfiemed Taksaid eestotationofintee- tus of Jammu and Kashmir that the B]P-led people of tte has’ cejected ernmentinRajasthan over100 despite being women both — insensitivity and ittesponsible that internet started working net facilities villhelphospitals and divide it into twounion Union govern- West Bengal and Ut tableau pro- deaths inDecember at JK Lon could not feel the pain of the behaviour of chief minister in the facility on Thursday to update thei patient care territories. menthasinsulted —" \raharashtra. -POSAh? Roy told hospitalin Kota. mothers. Ashok Geblotand his silence “which is a big celief to us. as cecords,especially aboutcen- Though most _setvices, _ the people of the Pq. In a tweet on Thursday, Ina seties of tweets in makes the mind all the

well as for patients”. teally-sponsored schemes like except mobile internet, were two states. Gov- —= NCP leader chief minister Ashok Gehlot Hindi, Adityanath said,"The more sad.” Snofficialofthejammuand —thesyushman Bharat restored in Jammu within a ernment sources, Supriya Sule said thedeaths should notbe deathof 100 innocent childeen _—-BSPsupremo Mayawati too

Kashmit administration said, “Broadband high-speed inter-

net connectivity was testored at 80 government hospitals, including health centees and offices linked tothedepartment of health, actoss Kashmic”

‘The intemetservices wereto start at the government-tun hospitals from midnight of December 31 asa newyear gift

“Itwill help poorpatientsto receive medical facilities freeof cost,’hetold PTL.

“Now we can consult othet doctors actos India and the world for seeking guidance related to patient care and also Updating out system for which internetis necessary? he said.

Principal of Government ‘Medical College inStinagarPer-

week, Kashmit saw landlines and post-paid setvices being restored in phases. However, internet and pre-paid mobile setvices in the valley ate yet to

be restored. Mobile internet services

were restored in Kacgil dis- trict of Ladakh last Friday after remaining suspended for 145 days.

however, said the decision to includeorexdudea tableau was purely metit-based.

The TMC said by rejecting Bengal’s proposal, the Centee insulted the people ofthe state fot opposing the amended cit- izenship law. NCP and Shiv Senaclaimed prejudice against ‘Maharashtra.

‘West Bengal minister for

accused the Centre of being “prejudiced”. She said Bengal and Maharashtrahad played a key role in the freedom steug-

gle and the decision to deny petmission to theit tableaux was.an"insult’ tothe people.

Shiv Sena’s Sanjay Raut wondered whetherthere wasa political conspiracy behind the decision,

politicised. is extremely saddening The Centre toohasdecided and heart-wrenching. The

tosendahigh-levelteam com- death of childrenis a blot ona, prising experts from AIIMS, civilised society, human values Jodhput, and health econo- and feelings” mists to Kota. “It is exteemely sad that

Union health minister Congeess president Sonia HarshVardhan said theCentte Gandhi and general secretary was teadyteadytoprovideany Priyanka Gandhi Vadea, technicalhelp otassistance. despite being women, are not

“Letusensurenochildsuc- able tounderstand the sorrow

questioned the Congress gen- eral secretary over her'silence” on the death of at least 100 childten in the past month, She saidif Priyanka Gandhi

does not meet the children’s mothers, then her meeting with the kin of the victims of violence duting the anti-C&s protests in UP will be “con- strued as pute theateics

continued from prevons page 4. Furthermore, the Acquirer PAC and the Manager to the Offer infer alia have entered info an escrow Vil

agreement wih HDC Bank Limited Escrow Agent), acting trough is offce at Mumbai branch at For, Mumbai 400 001, dated December 30, 2019 (Escrow Agreement), Pusuan o the Escrow Agreement the Acquirer has eslabished an escow account under the name and syle of “SNOWMAN OPEN OFFER ESCROW AIC’ (Escrow Account), andthe PAC has made a cash deposit of INR 2 crore (bing 1% of the

TENTATIVE SCHEDULE OF ACTIVITY ‘StNo| Activites

Issue of PA Publication ofthis DPS newspapers

€} Procedure to be flowed by the Pubic Shareholders holding equity shares in physica orm Dates i. AS per the provsions of Reguiton 40(1) of the SEB! (Usting Obigations and Disclosure

Friday December, 2019 Requrements) Regulations, 2015 and SEBI PR 512018 dated December 3, 2018, requests for aR transfer of secures shall not be processed unless the secuniis ae held in dematersed form

Saray US, wih a deposiony wes. Apa, 2018

fiance ep. in

total consderaton payable under the Offer assuming ful acceptance) (‘Cash Escrow). The Manager has been duly authorized fo operate the Escrow Account in tems ofthe SEBI (SAST) Regulations. The cash deposit nas been confmed by way ofa confimatin letter dated December 31,2019 issued bythe Escrow Agent. “The Manager to tha Ofer have bean fly authorised and empowered by the Aequrar and PAC to operate and realise the Escrow Amount lying to the cel of the Escrow Account in accordance with the SEBI (AST) Reguations. The PAC vide its board resoluton and france commitiee resolution, boh dated December 27, 2018, has resolved to provide francial assistance! support as maybe required by the Aoquer for meeting is obligations forthe Underyng Transaction and the Open Ofer. Aer considering the aforementioned as wel asthe cash & cash equivalent, and iqid secures avaable with PAC, Dharmesh Parith & Co, Chartered Accountants (Mc. Kant Goth, Partner, Membership Number: 127664, vde carifcate daed December 27 2019, have oertfed thatthe Acourr has adequate nancial resources for uiling the obligations under the Underking Transaction and the Open Ofer. Based onthe above, the Manager othe Ofer i sated, () about the adequacy of resources to meet the fnancial requirements of the Ofer andthe ably ofthe Acauieratong wih PAC to implement the Ofer in accordance with the SEB! (SAST) Regulations, an (i) thal fim arrangements fer payment through veriflable means are in place to fulfil the Ofer obligations, In case of any upward revision in the Ofer Price othe size of his Of, the valu in cash ofthe Escrow ‘Amount sal be compuled an the revised consideraton calculated al such revised offer pice or fle size and any aiional amounts required wil be funded by the Acquter, prior to effecting such revision, in terms of Regulaton 17(2 ofthe SEBI (AST) Regulations STATUTORY AND OTHER APPROVALS REQUIRED FOR THE OFFER ‘As on the date ofthis DPS, to the best ofthe knowledge of the Acquire, there are no statutory approvals) required by the Acquirer to complete the ransactons conemplated under the SPA and this Ofer. However in case of ay further statutory approval’) being required by the Acquer a a ater dae, his Ofer shall be sutject fo such approvals and the Acquirer shall make the nevessary appicatons for such approvals. In case of delay in receipt of any statutory approval), SEBI may, if satisied that such delay in ros ofthe

Statutory approvals) was not atrbutable to any wif defat, flue or neglect onthe par ofthe Acquirer to dlgent pursue such approvals), and subject to such tems and condos as specified by SEBI, including payment of interest in aooordance with Reguaion 18(11) of the SEBI (SAST) Regulations, grant an estension of ime tothe Acquirer pending receipt of such sltuory approvals) to make tre payment ofthe consideration to the Pubic Shareholders whose Equty Shares have been accepted in the Of. Provided thal where the statutory approvals) extend to sore but not al holders ofthe Equty Shares, the Acqurer shall hve the option to make payment to such hlders ofthe Equty Shares in respect of whom no statutory approvals) ae required inorder fo complet this Ofer. The Aoguier wi have the ght o withdraw this Ofer in accordance vith Regulation 23 ofthe SEB (SAST) Regulations, n the event the statutory approvals which may be required relating to the SPA or this Ofer or which become applicable porto completion ofthe Ofer, are nol received or are reused fr any reasons which are outside of the reasonable con of he Acquer. In the event of withdrawal ofthis Ofer, a pubic announcement wil be mage wit 2 Working Days of such withdrawal in accordance wth Regulation 23(2) ofthe SEBI (SAST) Regains. It the holders of the Equty Shares who are not persons resent in India (including NRis, OCBs and registered FPIs and Fls require any approvals (including from Reserve Bank of Inia (RB, the Foreign Investment Promotion Board or anyother regulatory body) in respect ofthe Equity Shares held by them, they wil 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 Open Ofer, along withthe oer documents requied tobe tendered to accept ths Open Offer. Inthe event such approvals are not submited, the Acauier andthe PAC reserve the right to reject such Equity Shares tendered in his Open Ofer. Subject to the receipt of he statutory and other approvals, it any, the Aoquier andthe PAC shall complete all procedures relating tothe Open Ofer, incuding payment of consideration within 10 Working Days fom the closure af the tendering period to thse shareholders whose share certificates or other documents are

found valid and in order and are approved for acqusiton by the Acquirer an the PAC. By agreeing to parcpaein his Open Ofer () the holders of the Equity Shares who are persons resident in Inia andthe (i the holders of the Equly Shares who are persons resident outside india (including NRIs (OCB and FPS) give the Acquirer the author to make, sgn execute, deliver, acknowedge and perform all actions to fle applcatons and regulatory reporting, required, inducing FC-TRS for, if necessary and Undertake to provide assistance tothe Acquiter for such regulatory ings, requied by he Acquire. Where any stattary or other approval extends to some but nota ofthe Pubic Shareholars, the Acquier and the PAC shall have the option to make payment to such Public Shareholders in respect of whom no Statutory ox other approvals ae required in order to complete this Open Ofer.

Fling ofthe draft eter of fer with SEBT Friday, January 10,2020 as dale for pubic announcement for competing oferis) ast date for rcept of SEBI observations onthe drat ete of offer (the event SEBI has not sought lafcations or adaional information fom the Manager the Open Ofer) ‘dented Date or determining sharehedes to whom LOF shal be sent [Last dato by which the LOF iso be dispatched to te Pubic Shareholders whose names appear onthe register of members ‘on the Identified Date, and to Stock Exchanges and Target Company and Registar to issue a dispatch completion cotficate {ast Date by which the commie a the Independent decors of the Taget Company shal give its recommendation to the Pubic ‘Shareholders fortis Open Ofer Last date fr upward revision ofthe Ofer Price the sizeof be Open Ofer Dato of pubicaton of pening of Open Ofer publ ‘announcement in he newspapers in which his DPS has been

__| published _ Dato of commencement of te Tendering Period “Tuesday, Fobriary 16, 2020

1Z_| Date of closure ofthe Tendering Peiod (Offer Closing Date) | Wednesday March 04, 2020, 13 Last date of communicating the rejection’ acceptance and Thursday, Mach 18, 2020,

completion of payment of consideration or retum of Equity Shares tothe Pub Shareholders

1 | Last dae fr pubScaton of post Open Offer pubic announceront, inthe newspapers in which this DPS was publishes

‘The Idelifed Dato is only for the purpase of detominng the Public Sharehalders as on such date fo whem the Letter of Ofer would be sent in accordance withthe SEBI (SAST) Regulations i led that 481 Public Sharsholders (elders (registred or unregistered) of Equity Shares (excep the Acquier, PAC. Pate tothe SPA and persons deemed to be acing in concert wih such partes) ae eligible to partcipate in ‘he Ofer any time during the Tendering Peri PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECEIPT OF LETTER OF OFFER ‘The Offer wl be implemented bythe Acquirer through the Stock Exchange Mechanism made avaiable by the Stock Exchanges in the form ofa separate window (‘Acquisition Window’) the Acnuter wll acquire the Offer Shares in accordance with the ‘ender offer method prescribed by SEBI, in accordance wih ‘SEB| Circular CIRICFDIPOLICYCELUV2015 dated Apt 13, 2015, a5. amended by SEBI Circular (CFDIDCRZICIRPI2016/131 dated Decamber 9, 2076 (Acquistion Window Circulars), AN the Public Shareholders, holding the shares in demateiaized farm ae eligible to partipat in tis Offer at any time dung the tendering period fortis Offer, Please refer to Paragraph 4(e) below for deta in relation to tendering af Ofer Shares hls in physical for, Persons who have acquired Equty Shares but whose names do not appear inthe register of members of tha Target Company en the Identified Dale e.the date faing on the 10 Working Day prio to the commencement of Tendering Period, or unregistered owners o thse who have acquired Equity Shares after the leitied Date, or hase who have not received the Let of Ole, may also parcipate i his Ofer, ‘The Publc Shareholders are entitled to tender the Offer Shares under ta stock exchange mechanism made avalableby lock Exchanges inthe fom of a separate window "Acquistion Window ), as provided under ‘he SEBI Regulations and SEBI crclar CIRICFOIPOLICYCELL/1/2015 dated Api 13, 2015 read with SEBI Cour CFDIDCRZICIRIPI2016/131 dated December 9, 2016 issued by SEB, In such case: 8} BSE shall be the designated stock exchange (Designated Stock Exchange’) forthe purpose of

tendering the Ofer Shares b) The Acquirer has appointed JM Financial Services Limited (Buying Broker’) sis broker forthe Offer

through whom the purchases and settement of the Offer Shares tendered under the Ofer shal be ‘made. The contact dets of te Buying Broker are as mentioned below LM Financial Services Limited Sih for, Cnergy, Appasshe Marathe Marg, Prathadew, Mumbai 400025, na, “ek: #91 226530 3080, Fax +91 2.6530 3330; Contact Perso: Ms, Prachee Ohur [AL Publc Shareholders who dei to tender their Equity Shares under the Ofer would have to inmate thei respective slock brokers (Selling Broker’) within the normal trading hours of the secondary market, during he Tendering Period Te Acquistion Window wil be provided by both NSE and BSE to facitate placing of sol orders. The Seling Broker can enter orders fr Equly Shares in emsteralzed form,

[day fary 31,2000 “Tussday, February OF, 2000 Tuesday, February 17,2020

Friday, Fobruary 14, 2000

Friday, February 14, 2020

Wonday February ¥7, 2000

“Thuday, March 26, 2020

Accordingly, the Pube Shareholders wo are holding equ shares in physical frm and are <deszous af tendering the equity shares inthe Ofer can do so ony atte the equi shares are ‘dematriaised. Such Puble Shareolders are adsed to approach any deposior paripant to have thir equi shares dematralsed

‘The detailed procedure for tendering the Offer Shares inthis Open Offer willbe available inthe Letter of Offer, which shall be avalable on SEBI's website (www.sebi.gov.n). ‘OTHER INFORMATION ‘The Acnurr, the PAC and their respective directors in thee capacity as the directors, accapt full respansbay forthe information contained in the PA, and this DPS (other than such informaton regarding the Target Company as has been oblaned from pubic sources, which has not been independent verified by the Acquirer the PAC and the Manager tothe Ofer) and shal be jonty and several responsible forthe {uflment of obligations under the SEBI(SAST) Regulations in respec of tis Open Ofer. The infomation petaning to the Target Company contaned in the PA oc OPS or Leter of Offer or any olher atverisementpubicaions made in connection wih the Open Ofer has been comple from information published or publicly avaiable soures or provided by the Target Company. The Acquirer andthe PAC have rot independenty vetfed such information and do nat accept any responsibilty wit respect to any information provided inte PA ths OPS or the Leterof Ofer pertarng tothe Target Company Pursuant to Regulation 12 ofthe SEBI (SAST) Regulations, the Acquirer and the PAC have appointed JM Final Listed asthe Manager to the Ofer, Link itime nia Private Limited has been appointed asthe Registrar tothe Ofer In his DPS, any clserapancy in any table between the ota and sums ofthe amount listed is due to rounding of andor regrouping, In this DPS, al references to's." TNR’ are references othe Indian Rupees) ‘Te Pubic Announcement and ths DPS woul also be available on SEBIs website (wise goin),

Issued by the Manager to the Offer:

Ai FINANCIAL IM Financial Limited Tt Foor, Cnergy, Appasaheb Marthe Mara, Prabhadevi, Mumbai - 400025, nda Tel No: +91 22 6630 3080, Fax No. +91 22.6830 3330 Email ID: snowman openofer@jmf.com Contact Person: Ms. Prachee Dhur ‘SEBI Registration Number: INM900010361

Registrar to the Offer: LINKiIntime Link intime india Private Limited €-10%, 247 Park, Lal Bahadur Shas Marg,

Vito (Wes!) Mumbai — 400 083, Tels 91 22 49186200, Fax: + 912249186195 Website: www inkintime.co jn malt snoamanloists. ofer@inkintime coin Contact Person: Mr Sumeet Deshpande ‘SEBI Registration Number INROO00O4058

For and on behalf ofthe Acquirer and the PAC Adri Logistics Limited (Acquirer) ‘Adan Pots and Special Economic Zone Limited (PAC)

Place: Mumbai Date: January 02,2020 Adfsctors

www

DETAILED PUBLIC STATEMENT IN TERMS OF REGULATION 3(1) AND REGULATION 4 READ WITH REGULATIONS 13(4), 14(3) AND 15(2) ‘AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011,

POR ome ee aah ake tod

SNOWMAN LOGISTICS LIMITED Pa kee gk gM ee ALM oO Ceca e

Moe er on a ee on

OPEN OFFER FOR ACQUISITION OF UP TO 4,34,42,879 FULLY PAID UP EQUITY SHARES OF FACE VALUE OF INR 10 EACH, REPRESENTING 26.00% OF THE VOTING SHARE CAPITAL (AS DEFINED BELOW) OF SNOWMAN LOGISTICS LIMITED ("TARGET COMPANY") FROM ALL THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF THE

‘TARGET COMPANY BY ADANILOGISTICS LIMITED ("ACQUIRER") TOGETHER WITH ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED (“PAC”), IN THEIR CAPACITY AS ‘THE PERSON ACTING IN CONCERT WITH THE ACQUIRER (“OPEN OFFER” OR “OFFER").

‘This dead publi statement DPS") is beng issued by IM Financial Limited, the manage tothe Open Ofer (the ‘Manager tothe Offer’), or and on behalf ofthe Acquirer and the PAC, n compliance wit Regulation 31) and 4 tead with Regulatons 13(4). 14(3) and 152) and cher applicable regulations of the Secures and Exchange Board of india (Substantial Acquisiton of Shares and Takeovers) Regulatons, 2011, and subsequent amendments Iheceto (the “SEBI (SAST) Regulations" and reference to a parteular “Regulation’ shall mean the pacar regulation of te SEBI (SAST) Regulations), pursuant othe pubic announcement made on Devember 27, 201 ("Public Announcement” or “PA’) issued in ems of Reguatons 3(1) and 4 of SEBI (SAST) Regulations and Submiteg to BSE Limited BSE’) and Natonal Stock Exchange of Inia Limited NSE" ana together wth BSE, the ‘Stock Exchanges’) on December 27,2019, in accordance with Requation 14) ofthe SEB! (SAST) Regulations

and sent to the registered offce ofthe Target Company on December 30, 2019 and was fled wih the Secures ‘and Exchange Boar onda ('SEBI’) on December 30, 2018 Foc the purposes ofthis DP, the following terms would have the meaning assigned to them hereinbelow: (@)“EPS' means earings per share; (0), “Equity Shares” or “Shares” means the fully paid-up equily shares of face valve of INR 10 each ofthe

Target Company. (“GDL or'Seller' means Gateway Distiparks Limited, (0) “Offer Period’ nas the meaning as asrbed to itn the SEBI(SAST) Regulations, (6) “Public Shareholders’ means all he publ shareholders ofthe Target Company who are eligible to tender

ther shares i the Ofer, ther than the Acquirer, PAC, parbs to the SPA (as defined below), and persons deemed to be acing in concer with such pars, pursuant to and in compliance with the SEB! (SAST) Regulations, Sale Shares’ means 6,72.54,119 Equty Shares consutng 40.25% of the Vting Share Capital ‘SEBI Act’ shal mean Secures and Exchange Board of India Ac, 1992 and subsequent amendments thereto. “Tendering Period’ has he mearing ascribed to it under the SEBI(SAST) Requatons, “Voting Share Capita’ means the toil valing equity share capital of the Target Company on fly luted bass a of the 1th (tenth) Working Day from the closure ofthe Tendring Period of the Open Ofer (such Voiing Share Capital excludes 24,000 employee stock options of the Target Company which were surrendered by is employees), ‘Working Day’ means any working day of SEBL ‘ACQUIRER, PAC, SELLER, TARGET COMPANY AND OPEN OFFER

Details of Adani Logistics Limited ("Acquirer") ‘The Acquter isa public iited company, wit company identfcaton number YE3080G,2005PL.CO46419 Iwas fgnally incorporated as Inland Conware Private Limited on July 13,2005 under the Companies Ac. 4966. ts name was changed fo Adani gst Lined on July 7, 2009 and became a public company with affect from Apel 5, 2010, pursuant to a fresh cerficte of Incorporation ‘ssued by the Registar of Companies, Gujarat, Dadra and Nagar Haveli, The registered ofc ofthe Acquter is siuated at Adan House, Near Mithakhali Sx Roads, Navrangpura, Ahmedabad 380 009, Gujral, Inia. The contact deta of the Aoquier are: telephone number #91 792656 5555 and fax number#91 792555 5600 The issued and paid-up share capital of the Acquirer amounts to INR 656,00,00,000 consisting of £5,50,0,000 Fly paid-up equly shares of INR 10 each, The Acquirer i a wholy owned subsidy of PAC.

‘The Aqui part ofthe Adan group ‘The Acguier is engaged inthe business of providing endo-end logit services Inthe country with presence across all major markets and has expertise In handing varied customer across segments Ike real indus, bulk, break-ulk, quid, auto and gran handing ‘The shares of the Acquirer ae nt ised on any stock exchange in India or abroad ‘sof the date ofthis DPS, the Acquire, is directors or key employees do not have any elaonship or interest in the Target Company except fr the transactons contemplated by the Acquier inthe SPA (as defined below). Futhemore, thee are no directors representing the Acquier on the board of drecors of the Target Company, ‘The Acquiter does not hold any Equiy Shares or yong rights inthe Target Company. Furthermore, the Acauier has not acquired any Equity Shares ofthe Target Company ater the date ofthe PA. ‘The Acquier has nat been profited by SEBI fom dealing in secures pursuant to the tems of any drecons issued under Secon 118 of the SEBI Actor under any other regulations made under the SEB Ae Tre summary of unaudited limited reviewed key fancial information as al and for the period ended September 30, 2013, as extracted rom the limited review reper, and aulted ky fancialinfarmaton 2s at and forthe peiods ended March 31, 2019, March 31, 2018 and March 31, 2017, as exacted from the audited francial statements, are as flows

(INR in Crore, unlass otherwise stated) Financial year | Financial year

ended ended March 31,2018 | March 31,2017

( Standalone)’ | (Standalonoy (Audited) | (Aucited)

Particulars ‘Six months ended ‘September 30, 2019

Financial year ‘ended

March 31,2019 (Standalone)’

(Audited) (Unaudited financials ‘subjected to limited review by auditors)

| “Total Income 9

Net Income Eamings Per Share (basic and diuted) (intNR) 1.00 Networth/ Shareholder Funds 407280

* Consolidated nancial latoments are nol avaiable * Excludes other comprehensive income “Not annualised Details of Adani Ports and Special Economic Zone Limited ("PAC") ‘The PAC i a publi Iisted company, with company identification number L62090GJ1998°L.C034182. twas ariginaly incorporated as Gujarat Adani Port Limited on May 28, 1998 under the Companies Ac. 1956, Pursuantio afresh cortical of incorporaton issued by Registrar of Companies, Gujarat, Dadra and Nagar Haveli, is name was changed to Mundra Port and Special Economic Zone Limited on July 7, 2006, lis name was further changed to is curent name of Adani Ports and Special Economic Zone Limited pursuant afresh certfcaeof incorporation issued by Registrar of Companies, Gujarat, Dadra and Nagar Haveli on January 6, 2012 Tha registered offce ofthe PAC is stuated at Adani House, Mitnakhall Six Roads, Navrangpura, Ahmedabad 380 008, Gujral, Inia, The contact detals of the PAC are: telephone umber: #91 792686 5585 and fx number 1979-2555 5600, The issued and pad-up share capital of the PAC amounts to INR. 406,35 03.522 consisting of 208,175,761 fly paidsp equity shares of INR 2 each The PAC is par ofthe Adan group. The Acquirers the wholy owned subsidiary ofthe PAC. The PAC, part ofthe globlly-versifed Adani group, isa leading port developer and opealor and an integrated logs payer. thas expanded is business rom operaing a single pot at Mundra on tha west coast of India to being 2 pan-lodan integrated logisics service provider, operating at ten strategically located porsterminals along the Indian coastine, The PAC has a seamless integration of ports and terminals, instal land andlogistis business The shares ofthe PAC are Isted on BSE and NSE, The names of the (A) promoter and promoter group, and (B) other significant shareholders (pubic shareholders hoidng more than 1% of fuly paid-up equty share captal) of the PAC, along wih their shareholding percentage, as disclosed by it tothe Stock Exchanges under Reguaton 31 ofthe Secures and Exchange Board ofc (ising Oblgatons and Disclosure Requirements) Reguations, 2015, as of September 30, 2019 ae a folows {A) Promoter and promoter group Individuals: () GautarbheiShantlal Adan negli (i) Rejeshbal Sranta Adan negligible Others: () Gautambhai Shantlal Adani& Rejeshbhai Shanta! Adani (on behalf ofS, B. Adan Family Trost) = 39.34%; (i) Gautambiai Shantial Adani 8 Pritben Gautambhai Adan (on behalf of Gautam S. Adani Family Trust) ~ i (i) Rajeshbhai Shanlal Adan & Shin Rajeshbhai Adan on behalf of Rajah S. Adan Family Trust) ~ negligible (v) Adani Properties Private Liited — nil (v) Adan Tradeline LLP ~ 6.80% (i) Workwide Emerging Market Holding Limited ~ 3.83%; (vt) Universal Trade And Investments Limited — ‘391% (vt) Alf Asia Trade and Investments Lined ~ 4.43%; (x) Emerging Marka Investment DMCC — 4% (8) Other significant shareholders (public shareholders holding more than 1% of fully paid-up equity share capital) () ie Insurance Corporation Of nda 10.85%; i) Euopactic Growth Fund — 353%: i) New Weld Ford

Inc~ 2.07%; (w) Camas vestments Pe, Lid — 1.30%; () SBI Equity Hybrid Fund ~ 1.13%; | ofthe date ofthis OPS, the PAC, is directors o key employees do not have ay relaonsip or interest inthe Targat Company. Furthermore, there are no decors representing the PAC on the boar of directors

of he Target Company ‘The PAC does not hold any Equty Shares or voting rights inthe Target Company. Furthermore, the PAC has not acquired any Equity Shares of the Target Company afte he date of the PA, ‘The PAC has not been prohibited by SEBI rom dealing insecurities under Section 1B of the SEBI Actor under anyother regulations made under the SEB Act. The summary of unaudted linted reviewed Key fancial information as at and forthe period ended September 30, 2019, as exacted from the ted review reper, and acted Key fancialinformaton as at and forthe periods ended March 31, 2019, March 31, 2018 and March 31,2017, as exracted from the autited francial statements, are as flows

2228.84

(INR in Crore, unless otherwise state) Financial year | Financial year

‘ended ended Mareh 31,2018 | March 31,2017

(Consolidates) | (Consolidated) (ucited) | (Auelted)

Particulars ‘Six months ended September 30,2019

(Consolidated) (Unaudited financials, ‘subjected to limited review by auditors)

655.82 2,087.69

Financial year ‘ended

March 31,2019 (Consolidated)

(Auaiteg)

Teal neame 1228778 404075

1238388, 3680.95,

47086 3.90150

Net income" Eamings Per Share (basic and aut) (in NR) Networth/ ‘Sharolder Funds (excising rnon-conling

inert) 24,978.49 2453620 | 2106888 “Excludes athe comprehensive income and includes non-contraling intrest Not annwalised

1003" 1889

readwhere. com

© 1

Details of Gateway Distiparks Limited ("GDL" or "Seller ‘The detais of GDL have been set out below: Name of | Changes] Nature of] Regis- | Partof

theSeller| inthe |the Entity!) tered | the ‘past | Individual | Office | Promoter

Group of the Target Company

Name of the Stock Exchange in India oF Abroad, winere

listed (if appli cable)

‘Shares or voting

fights hel] inthe Target

Company before

entering into an

agreement] with the Acquirer

B7254,119

Gateway | Not Distiparks|Appicabl} Limited

Public Limited

‘Company Sectors, Dronagi Talk Uren

Raigad Disbet, Navi

Mumbai — 400707, Inia

‘GDL has not been prohibled by SEBI from deaing in secures under Secon 17B ofthe SEBI Ac or under ‘any ther regulations made under the SEBI Act Upon competion of the transacions contemplated in the SPA (as defined below), GDL wil ot hold any Equity Shares or cterinlaest inthe Target Company, Further, GDL shall ease to be the promote of he Target Company and shal relinquish the management conrl of the Target Company in favour of the ‘Aaqurer. The Aoqurer wil acquire conto ofthe Target Company, and be Cassied 2s new promoters in ‘accordance with the provisions of Regulation 31A of the SEBI (Listing Obigaions and Disclosure Requirements) Regus, 2015 (SEBI LODR Regulations), Details of Snowman Logistics Limited ("Target Company”) The Target Company is 2 public limited company bearing corporate identification number L1B122MH1999PLC288633, The Target Company was incorporated on March 17, 1988 as Showman Frozen Foods Limited I changed is name fo Snowman Logsts Linited on March 17,2011 pursuant toa ‘tesh certificate of incorporation isued by the Regstarof Companies al Bangalore, Kamaiaka, ‘The registered offce af the Target Company is at Pot No. M-8,Taloja Industral Area, MIDC, Raigad Navi Murai, Maharastra, 410 208. The contact details ofthe Target Company are: Tl +91-8821383250,

‘and e-mal i nvestorelatons@sna«manin, ‘The Target Company isin the business of providing integrated temperature cond logis ineudng, but ‘ot mid to warehousing, dsrbuton and value aed services The Equty Shares of the Target Company ae listed on BSE (Secu ID: SNOWMAN; Scrip Code: 598635) ‘and NSE (Symbol SNOWMAN). The ISIN ofthe Equity Shares of he Tagot Company is INE734NO1019 ‘son the dale of this DPS, the authorized capita ofthe Target Company i INR 200,000,000 comprising

‘of 20,0,00.000 Equty Shares of fae value of INR 10. As on te date ofthis DPS, the issued, subsorbed ‘and uly paid-up fly luted equity share capil ofthe Target Company is INR 167, 08,7850 comping of 16,7087 995 Equity Shares of INR 10. ‘The Equity Shares of the Target Company are frequenty traded on the Stock Exchanges in tems of Reguation 21) of he SEB! (SAST) Regulations. The Target Company does not have any party palt-up equly shares or any convertible instuments {indusing wants, fly converible secures, party comeribe secures and employee stock options) The summary of unautted limited reviewed key fhancial information as at and fr the period ended September 3, 2019 as extracted from the lied review repr, and acted key franca information as at ‘and for he periods ended March 31, 2018, March 31, 2078 and March 31,2017, as extracted fom the ‘audited financial statements, areas follows:

Oe

(INR in Crore, unless oerwise stated) Financial year | Financial year

‘ended March 31,2017 (Standalone)

(Audited)

Particulars ‘Six months ended Soptember 30,2019

(Standalone) (Unaudited financials ‘subjected to limited

March 31,2018, (Standalone) (Audited)

March 31,2018 (Standalone)

(Audited) Taal come

Net income” Eatnings Per Share (basic and diuted) (inINR) Networh7 | Shareholder Funds | 424,79

"Excludes other comprehensive income Ney annualised DETAILS OF THE OFFER: The Acquier has entered ino a. share purchase agreement daled December 27, 2019 wih the Gateway Distiparks Limited Seller) andthe Target Company (‘SPA’), pursuant to which the Aoguirer has agree to acquire the Sale Shares, subject totems and condtons se oun the SPA inducing fllment of ‘ondtons precedent by the Target Company andor the Seller. The said sale of te Sale Shares is proposed tobe executed fora consideration aggregating up to INR 295,31,81,236, ata price of up to INR 44.00 per Sale Share Since he Acquier has entered into the SPA to acquire voting rights in excess of 25% ofthe Voting Share Capi of he Taget Company, accompanied wit canto, this Open Ofer is being mada under Regulations 31) and 4 ofthe SEBI(SAST) Reguatons. This Ofer isa mandatory open ofr Pursuant to the Ofer and ‘consummation ofthe tansactions contemplated under the SPA, the Acquirer wil have contol over the Target Company and the Acquirer shall become the promoter of the Target Company, incuding in accordance withthe provisions of the SEBI LODR Reguatons. The Pubic Announcemant announcing the (Open Offer, under Regulations 3(1) and 4 read with Regulaton 13(1) and Regulation 15() of the SEBI (SAST) Regulations, was released tothe Stock Exchanges on December 27, 2019, Pease refer to Par I (Background to the Ofer fr further infrmaton on the SPA, This Offers being made by the Acquirer ad the PAC, to acquire up to 424,4,879 Eauity Shares Offer Shares?) ofthe Target Company representing 26.00% of the Voting Share Capital of he Target Company (Offer Size’ at a price of INR 44.00 per Equly Share (Offer Price) aooregatig toa total consideration of approximately INR 191, 14,86 676 ( Maximum Offer Consideration’) The Ofer Price wil be pad in cash in accordance with Regulaton 91a) ofthe SEBI (SAST) Regulations and the terms and condtions mentioned in the Pubic Announcement. hs DPS and fo be stout inthe leer ‘fafa tobe sent oa he Pubic Shareholders in elation to his Ofer (Letter of Offeror “LoF) As ofthe date of this DPS, thre are no () partly paid-up Equty Shares; and i) outstanding convertible instruments (including warants, fly converte secures, party convertible secures and employee stock ‘optons)isued bythe Target Company. Al the Equity Shares vaily tendered by the Public Shareholders in this Ofer, willbe acquired by the ‘Acquirer in accordance wih the terms and conditions set forth inthis OPS and the terms and condtons ‘ich wil be sel out inthe Letter of Ofer, the relevant provisions of the SEBI (SAST) Reguatons, and applicable iw The Offer Shares will be scquited by the Acquirer fuly paidup, fee from al lens, charges and encumbrances and together withthe rights atached thereto, incuding al ghs to dividend, bonus and fights offer decared threo, and the tendering Public Shareholder shall have obiaind all necessary consents fr ito sel the Equity Shares onthe foregoing basis “This Ofer isnot conditional upon any minimum level of acceptance in tems of Regulation 19() of SEB! (SAST) Requations. This Oferis nota competing ofr in tems of Regulation 20 of the SEBI(SAST) Regulations, othe best ofthe knowledge ofthe Acquirer andthe PAC, there are no statutory approvals requied forthe purpose ofthis Ofer and the underyig transaction (.. the SPA) However, anyother statutory approvals are required or become applicable ata alr date before the completion ofthis Ofer, ths Offer would be subject fo the receipt of such statutory approvals, Inthe event such slatulory approvals are reused, the ‘Acquirer and the PAC wil have the right to withdraw tis Offer in accordance wih Regulation 23 of the SEB (SAST) Requations Where any statutory or other approval extends to some but natal ofthe Public Shareholders, the Acquier ‘hal have th opin to make payment to such Pubic Shareholders in respect of whom no statutory or other approvals are requed in ode to complete this Open Ofer. In tems of Regulation 23 othe SEBI (SAST) Regulations, in the event thal the approvals, any (whether in ‘ean to the acausiion of Equty Shares consiuing the Ofer Shares or otherwise) which become applicable prior to completon ofthe Open Ofer ate nol received, for reasons ouside the reasonable conto, ofthe Acquirer, then the Acquirer andthe PAC shal Rave the right to withdraw the Open Ofer. Inthe event cf such a withdrawal ofthe Open Ofer, the Acquirer andthe PAC (hrough the Manage) shal, win 2 ‘Working Days of such withrawal, make an announcement of such wihéraalslating fe grounds forthe vwitharawal in acordance wth Regulation 232) ofthe SEBI(SAST) Regulations. Nonesident nian (NRF') and ersivhle overseas corporate body ‘OCB') Public Shareholders, if any. ‘must obtain al requste approvals required to tender the Equity Shares hea by them in his Ofer (nung, without imitation, the approval fom the RBI since the Equly Shares vay tendered in this Offer wil be ‘quied by a nonesiéenteniy), and submit such approvals along withthe Form of Acoeplance-cum- ‘Acknowledgement and other documents requires fo accept this Ofer. Further if the Pubic Sareholders ‘ho are nt persons resident i nda (including NRs, OCB, erstwhile Foreign istiuonl Investors (Fis) ‘and Foreign Porto Investors (FPIs) had requred any approvals including fom the RBI or the Foreign Investment Promaton Boarathe Foreign investment Fachitaton Portal or any ober regulatory bod) at he

{ime of the ongial investment in respec ofthe Equty Shares hed by them curently. they wil be required to submit copes of such previous approval along wth he ther documents required io be tendered to accept this Offer If such approvals are not submiiad, the Aequter and the PAC reserve the right lo reject such Equity Shares tendered inthis Ofer, In tems of Regulabon 25(2) of the SEBI (SAST) Reguations, the Acquirer and the PAC do not have any inlenton to restucure or abenale, dspose-of! or olberwse encumber any malral assets or investments ofthe Tergel Company, trough sale lease, encumbrance, and reconstucton, within a period (of 2 years from the date of completion ofthe Offer, oer than in the ordinary course of business. Hf the ‘Acquirer intends to restuctue or alonate any maleral asset ofthe Target Company (including on account ‘of regulatory approvals or conditions, or compliance with any aw that is binding on or applicable to the ‘operations ofthe Target Company) within a period of 2 years from he date of completon of the Ofer, @ special resolution ofthe shareholders ofthe Target Company in accordance with the proviso to Regulaton 25(2)of the SEBI (SAST) Reguaons woud be taken Belore undertaking aay such alalion of any mata asses ‘As per Reguation 38 ofthe SEBI LODR Regulations, 2s amended, rad with Rule 19A of he Secures Contract (Regulation) Rues, 1957, as amended (‘SCR’), the Target Company is required to maintain at least 25% (twenty five percent public shareholding ( MPS"), as determined in accordance with SCRR, on a

725.80 110.38) 972

108.18 (56)

TH (65)

(oy 058 (021) (020)

425.28 4267

‘continuous bass fr Ising. The completion of the Undaryng Transaction and tis Ofer wil not resut in a breach ofthe requirement fo maintain MPS, ‘The Equty Shares under statutory lookin, if any, canbe transfered to the Acquirer under the Ofer, subject

to continuation ofthe residual statutory lock-in paid inthe hands ofthe Acquirer. “The Manager tothe Ofer does not hold any Equity Shares in the Target Company 2s on the date ofthis DPS, Tha anager tothe Offer shal not deal, on their own account, in the Equity Shares ofthe Target Company during he Offer Perio, BACKGROUND TO THE OFFER The Aogier has entered into a share purchase agreement dated December 27, 2019 wih GDL and the Target Company (‘SPA’), pursuant o which the Ofer is being made by the Aoguier and the PAC under Requiatons 2(1) and 4 of the SEBI (SAST) Regulations to al the Public Shareholders of the Target Company. This Oferis a mandatory open of. ‘Summary ofthe SPA () The SPA as been entered into between the Tatget Company, the Require and GOL on Devember 27, 2019 (Execution Date’ forthe purchase ofthe Sale Shares, subject to, and in accordance with, the

terms ofthe SPA Under the SPA, subject to completion ofthe conons precedent asset out in the SPA the Aoqurer has agreed to aoque the Salo Shares (.,6,72.54,119 Equty Shares ofthe Targt Company held by GDL) for a total cash consideration of INR 295,981,296 at price of INR 44.00 per Equity Shave, constituting 40.25% ofthe Voting Share Capit “The sale and purchase of the Sale Shares in accordance with the SPA are subject to carn contons, Incuding but ot ited to: ‘Te Target Company shal have obained Lender Consents (as danad inthe SPA). ‘The Seller shal have emoved al Encumbrances (as defined in the SPA) onthe Sale Shares, including any negative len thereon, any. ‘The Seller shall have obtained wien consent fom the debenture holders / debenture! secuy tustoe in accordance wit te terms ofthe Oebentue Trust Deed dated March 27, 2019 executed by the Soler, for the purpose of consummation of the Underlying Transaction, ‘The Target Company shall have made appscation fr obtaining consents or providing intimation for the purpose of consummation ofthe Undying Transaction, as may be applicable in terms of he relevant Canzacs executed withthe customers ofthe Target Company as sel out in the SPA ‘Te Target Company shall have made application fr obtaining or making necessary recitations (as the case may be) inthe Governmental Approvals as identified in the SPA. ‘The SPA shall automatcaly teminale it any ofthe See's Condions Precedent (as defined in the ‘SPA) are not fulled on or before the CP Completion Long Stop Date (as defined inthe SPA or, tothe ‘tent applicable, waived or deferred by the Acquirer in wing Further, the Acquirer shall have the ght to terminate the SPA by giving witlen notes to GDL upon occurence of ay event which may have @ Material Adverse Elect (as deine inthe SPA) and where such Material Adverse Eflectis subsisting land cannot bo or if capable of being cured, isnot cured within 30 Business Days (as defined in the ‘SPA) of being notified in wing o Such ther date as may be mutually agreed between the partes in wring Pursuant to the terms of the SPA, GDL and its Afiliates shall not, fora period ofS years fom the Closing Date (as dened in the SPA), decor indirectly investi, bd fo, carry on, manage, operale, ‘onduet. join, have any franca interest in oF canal, ec in any Person where such Perso's business ‘competes with the Business (a defined inthe SPA).

(\}_Detas of the Underying Transaction i set out below Detals of Underlying Transaction Type oF Total

tran saction (direct Indirect)

ode of transaction (agreement | SharesWvoting rights Jallotment/ market purchase) | acquire! proposed | consideration

Tobe acquired | forshares! umber | % visas] voting rights

total equity!) acquired Woting Shard” (INR)

Capital

Regulation which has triggered

Dies 672549] 4025% | NR 295,91 81,238

‘Agreement ~The Aogurer entered into a SPA with GDL to aque up 106,724,119 Equity Shares, ‘onsttting 40.25% of the Voting Share Capa, subject, and in ‘ocordance wth, ta terms of

Regulations aijands ofthe SEBI (AST)

equations. the SPA ‘Nae: (1) Upon camplation of tha Underyng Transaction, the Acquirer wil ba Wa sal carl of the Target Company, (vl) The fr Prica shall be payable in cash in accordance with Regulation 91) ofthe SEB! (SAST)

Regulations, and subject othe trms and condtons set out inthis DPS and he Letter of Ofer tat vil be dispatched to the Public Shareholders in accordance withthe provisions of the SEBI (SAST) Regulations,

(i) Object of the Offer: The Open Ofer is being made asa result ofthe acquisition of more than 26% of shares, voting righls and control ofthe Target Company by the Acquirer resting in change of contol Of the Target Company in toms of Regulations 3(1) and 4 ofthe SEBI (SAST) Requatons. The ‘oquision of Equly Shares inthe Target Company ii line with stategy and vision of be Acquires to become a leading provider of integrated logsies senices in Inia and expand assels and service capabilities including cold storage. The acquiston provides platform to capture growth in key end use segments (ike pharma, seafood, QSR) and augment the capac as required, Te intended businss focus wil be to increase ubizaton, higher realization fom product mx change and operational efcincies (eg. lectrity costs, codocation of ne facies)

SHAREHOLDING AND ACQUISITION DETAILS “The current and proposed (pot-Ofer shareholding ofthe Acquirer and the PAC inthe Target Company are

T PRE No, of Equity Shares

‘Requirer Wo. of Equity Shares | _% ‘Shareholding as onthe Public Announcement date Ni Ni Wi

T

‘Shares acauired betwoan te Public [Announcement dato andthe DPS date i Ni Ni ‘Shareholding as onthe DPS date Ni Ni Ni Pct Offer shareholding as ofthe T0896 908 | 86.25% Ni ‘0th working day afte the closure of ofthe the Ofer (assuming the entire 26.00% Voting is tendered inthe Ofer) Share

Capi 2. The Atquer, PAC and the mambors ofthe respective board of recs do vot have any shareholding in

the Target Company a onthe dae ofthis DPS. IV. OFFER PRICE 4. The Equty Shares ae listed on he Stock Exchanges 2. The tad turnover ofthe Equity Shares on the Stock Exchanges during the period December Ot, 2018 to

November 30, 2019 (Twelve Month Period”), vz. twelve calendar months preceding the calendar month in ‘which the Phas been made is sel aut below: Stock | Traded turnover ofequlty shares Exchange | ofthe Target Company during the

Twelve Month Period ("A") (No.of equity shares)

BSE 97,9806 1670.87 995 am NSE 657,12.480__ “167087 995 | _39.30%6

Sauce: Based on the cetficate dated December 27, 2019 issued ty Dharmesh Parikh & Co, Chartered ‘Accountans ‘Therefore n lems of Regulaton 2(1)) ofthe SEBI (SAST) Reguaons, the Equity Shares are Fequenty trased, The Offer Price of INR 44,00 per Ofer Share is justified in tems of Regulation 82) of the SEB! (SAST) Regulations onthe basis ofthe flowing:

'S. | Particulars Price (NR per No. Offer Shae) 'A. | The highest negotiated pce par share othe Tergel Company for any aoqasiion] INR 44.00,

under the agreement aractng the obigation o make the Pubic Announcement ofthe Ofer. the price per Equty Share under the SPA The volume-weighted average price pad or payable or acqusfons by he ‘Acquirer or he PAC, during te ty two weeks mmeclately preceding the date ofthe Public Announoament. The highest pre paid or payable Yor ary acqusiton, by the Acquirer or be PAC during the twenty sax weeks immediatly preceding the date ofthe Public Anno

Traded Tumover %

(we)

Total numberof Vated Equlty Shates of the Target Company during the Twelve Month Period 7

Nt Applicable

Not Applicable

trading days immediatly preceding th date ofthe Public Announcement as traded on NSE, being he slock exchange where the maximum volume of racing

| inthe shares ofthe Target Cmpany are recorded | Whore the shares ae nol Fequenty vaded, fe pice delernined bythe Acqurer

‘and the Manager tothe Offer aking ito account valuation parameter incuing, book value, comparable trading multiples, and such other parameters as are customary fr valuation of shares of such companies; and The per equity share value computed under Reglaton (5) ofthe SEBI(SAST) Rogulatons,

‘Source: Based on the ceificate Gafed December Z7, 2019 issued by Dharmesh Path & Ca, Chartered ‘Aozountan's * Not applicable sine hiss not an indret acquisition Since the dat ofthe Public Announcement and as onthe date ofthis DPS, there have been no carport actions by the Targel Company warring adjustment of any of the relevant price parameters under Regulation 29) of the SEBI(SAST) Regulations, ‘As on the dal ofthis DPS, ther is ro revision in Ole rice or Ofer Sle, The Ole Price andlor Ofer Size

is subject to upward revision, any, pursuant tothe SEB! (SAST) Regus or atthe discretion ofthe ‘Acquirer at any time prior othe commencement of the last 1 Working Day before the commencement ofthe “Teodring Period in acoordance with Regulation 18(é) and 18(5) of tha SEBI (SAST) Reguatons. In the event of such revision, the Acquiter shall make corresponding increases fo the escrow amount shal: () make public announcement in the same newspapers in which the DPS is pubished; and (i) simultaneously withthe issue of such announcement, inform SEB, the Stock Exchanges and the Target Company at ts reser ofce, of such eision, Ifthe Acquier acquires Equity Shares ofthe Target Company during the period of twenty six weeks afte the “Tendering Period at a pice highar than the Ofer Pie, than tha Aoqurer shall pay the dference between the highest aquisition price and the Ofer Price o all he Puble Shareholders whose Equity Shares have been accepted inthe Ofer within sity days rom the date of such aoauisiton,

FINANCIAL ARRANGEMENTS “The toll consideration fortis Open Oferis upto INR 191,14,86,676, assuming full acceptance ofthis Ofer (ie. he Maximum Ofer Consideration, In accordance with Regulation 17 ofthe SEB! (SAST) Regulations the AcquirerPAC is required to ceate an escrow for an amount equal o 25% ofthe Maximum Offer Consideration, and, in the event of the escrow account boing created is by way ofa bank guarantee, thon aleast 1% of the Maximum Offer Consideration should be deposited in cash witha scheduled commercial bank In this ragad, the PAC has furished an uneanltona, revocable, and on demand bank guarantee dated December 31,2019 from Indusind Bank Limited (having is registered ofce at 2401, General Thimmayya oad, Cantonment, Pune ~ 411 00, India and acing trough is branch at Word Business House, M.G, Road, Nc Parmal Garden, Elis Bridge, Ahmedabad 380 006) having bank guarantee number ‘OGTé009190039526 ofan amount of INR 48 re, which isin excess ofthe coquements specie under Regulation 17 ofthe SEBI (SAST) Regulations, in favor ofthe Manager fo the Offer (Bank Guarantee) The Bank Guarantee is valid up to July 31,2020. The Manager tothe Ofer has been duly authorised 0 realza te value of th aforesaid Bank Guaranae in terms of te SEBI (SAST] Regulations. The PAC has Undertaken fo extend the vay ofthe Bank Guarantee or make other arrangements fr such perod 2s may be required, in accordance wi the SEBI (SAST) Regulatons, suc thal the Bank Guarantee shal be ‘ald for aleast tity days afer completo of payment of consideration fo shareholders who have vally tendered thar shares in acceptance af the Open Ofer. The bank issuing tha Bank Guarantee is neither an

associate company nora group company ofthe Acguiter, PAC or te Target Company.

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‘TENTATIVE SCHEDULE OF ACTIVITY No| Activ

Issue of PA, Friday, December 27, 2018

©) Procedure tobe followed by the Public Shareholders holding equly shares in physical form LAs per the provisions of Regulation 40(1) of the SEBI (Using Obligations and Disclosure

Requirements) Regulatons, 2015 and SEBI PR 51/2018 dated December 3, 2018, requests for

ESCROW AIC’ (Escrow Account), and the PAC has made acash depos of INR 2 cor (being 1% of the Publication ofthis DPS in newspapers Friday, January 03,2020 transfer of secures shal not be processed unless the secures are held in demateialised form wih a depository wet Apel 1.2019

teal consideration payable under the Ofer assuming fl acceptance) ‘Cash Escrow, The Manager has Fling ofthe drat eter offer wih SEB) Friday, January 10, 2020

been duly auhorzed to operate the Escraw Account in terms ofthe SEBI (SAST) Regulation, The cash Last date fr public announcement or competing oeris). Friday, January 26,2020 ‘Accordingly, the Public Shareholders who are holding equity shares in physical frm and are desirous of tendering their equity shares inthe Ofer can do so ony aftr the quiy shares are

epost nas been confmed by way of a conmabon leer dated December 31,2019 issued by the Escrow Agent ‘The Manager tothe Ofer have been ful authorised and empowored by the Aoquier and PAC to operate and realise the Escrow Amount ying tothe cred ofthe Escrow Account in accordance with the SEBL (SAST) Reguatons. The PAC vie its board resolution and face commie resolution, both dated December 27, 2019, has resolved to provide financial assistance! suppor as maybe required by the Acguier for meeting is biigatons forthe Underying Transaction and the Open Offer. After considering the aforementioned as wel asthe cash & cash equivalents, and iqud secutties avalable with PAC. Oharmesh Parikh & Co. Chartered Accountants (Mr. Kant Goh, Parner, Membership Number: 127864), vide aceite dated December 27, 2019, have cerfed that the Acquirer has adequate financial resources fr filing their obigatons under the Underving Transaction andthe Open Ofer. Based onthe above, the Manager to the Ofer is sais,

ast date for receipt of SEBI observations onthe dat eter of offer the event SEBI has not sought clrfcations or adtonl infomation tom te Manager othe Open Ofer) "dented Date” for determining shareholders to wham LOF stalbe sent Last date by which te LOF isto be dspached othe Pubic ‘Shareholders whose names appear on he register of members ante lentfed Date, and to Stock Exchanges and Target Company and Registar to issue a dispatch complotion certificate

Friday, January 31,2020

Tuesday, February 04,2020

| Tuesday, February 1, 2020

‘ematerialise. Such Public Shareholders are advised to approach any depository pariopant fo have ther equty shares dematoialisod

‘The detailed procedure for tendering the Offer Shares in this Open Ofer wil be available in the Letter of Offer, which shall be available on SEBI's website (www-seb.govin}

OTHER INFORMATION The Acquirer, the PAC and ther respective directors in their capacty as the directors, accept ful responsi fr the information contained in th PA, and this DPS (ater than such infomation regarding the Target Company as has been biained from public sources, which has not been independent verified by the Acquier, the PAC and the Manager to the Ofer) and shal be jity and severally responsible forthe

Tast Date by whicn the commitoe ofthe independant dretrs of the Target Company shal give ts recommendation tothe Public ‘Shareholders fr tis Open Ofer

Friday, February 14, 2000 fulment of cbigations under the SEBI(SAST) Regulations in respec of tis Open Offer. Te information pertaining to the Target Company contained in the PA ot DPS or Letter of Offer or any her adverisementpubications made in connacton withthe Open Offer has been compiled from information

() about the adequacy of resources to meet the financial requirements ofthe Ofer and the abity ofthe Aoguiter along with PAC to implement the Orin accordance withthe SEBI (SAST) Reguatons, and

Last date fr upward revision ofthe Ofer Price the size ofthe Open Ofer

Friday, February 14, 2020 published or pubcly avaiable sources or provided bythe Target Company. The Acquirer and the PAC have rot independent verted such information and do not aocept any responsibilty wih respect to any

thal im arrangement for payment tough verifiable means are in place to full the Ofer obligations, In case of any upward revision i the Ofer Price or the size of tis Ofer, the value in cash ofthe Escrow ‘Ameunt shal be computed on the revised consderaton calculated at such revised offer price or afer size

Date of pubicaion of opaning of Open Ofer public ‘announcement in the nenspapersin which ths DPS has been published

onda, February 17,2000 information provided inthe PA or this DPS or the eter of Ofer petanng to the Target Company Pursuant to Reguation 12 ofthe SEBI (SAST) Reguatons, the Acquiter and the PAC have appointed JM Financial Lite asthe Manager tothe Ofer.

and any adional amounts requied wil be funded bythe Acquiter, por o effecting such revision in terms, Date of cormencement ofthe Tendeng Period "Tuesday February 18,2020 Link inime ica Private Limited has been appointed as the Registrar to the Ofer

of Regulation 17(2) of te SEBI (SAST) Regulations. Date of closure ofthe Tendering Prod ‘Ofer Closing Date) Wierhesday, March 08,2020, In this DPS, any discrepancy in any table between the toll and sums of the amount sted is due to rounding

STATUTORY AND OTHER APPROVALS REQUIRED FOR THE OFFER 'Ason the date of tis DPS, to the best ofthe knowedge ofthe Acquirer, there are no statutory approvals)

required bythe Acquirer fo complete the transactions contemplated under the SPA and this Ofer, However, in case of any futher statutory aproval(s) being requied by the Acquier tale date, this Offer shall be subject fo such approvals and the Acquirer shall make the necessary applications for such approvals. In Last dle of communicating the rejection’ acceptance and

completion of payment of consideration orretum of Equity Shares tothe Public Shareholders Last date fr publication of post Open Offer public announcement inthe newspapers in whch tis DPS was publshed Thursday, Marc 19,2020,

“Thursday, March 26, 2020

off andor regrouping, 5, [nth DPS, allzeferencesto"Rs.”or INR’ are references othe Indian Rupees) 6. The Pubic Announcement and his DPS would aso be avaliable on SEBIs website (wir seb goin), Issued by the Manager tothe Ofer:

case of dela in recep of any statutory approvals), SEBI may satisfied that such delay in receipt ofthe statlory approvals) was not atibutabeto any will dfaut, fare or neglect onthe pat of the Acquire to ligntly pursue such approvals), and subject to such lems and conditions as specie by SEBI, including payment of interest in accordance with Regulation 18(t1) of the SEBI (SAST) Regulatons, grant an estension of ime tothe Acquirer pending receipt of such statutory approvals o make the payment ofthe consideration tothe Publc Shareholders whose Equity Shares have been accepted inthe Ofer. Provided that where the statutory approvals) extend to some but not al holder ofthe Equity Shares, the Acquirer

stall have the option to make payment fo such holders of the Equity Shares in respect of whom no statutory approvals) ae required in order to complete this Ofer, The Acquire will have the ght to withdraw this Ofer in accordance wth Regulation 28 ofthe SEBI(SAST) Regulations, in the event the statutory approvals which may be requited relating othe SPA o his Ofer Which become applicable pir to completion of the Ofer, are nat reosived ora refused for any reasons which ae ouside ofthe reasonable contol of the Acquirer. In the event of withdrawal ofthis Ofer, @ public announcement wl be made within 2 Working Days of such withdrawal, in accordance with Regulation 232), of he SEBI (SAST) Reguatins. If the lders of the Equity Shares who are not persons resident in India (including NRis, OCBs and registered FPIs and Flls require any approvals (ncuding fom Reserve Bank of India (RBI, the Foreign Investment Promotion Beard o any ther regulatory body) in respect of the Equity Shares helé by them, they wil be required to submit such previous approvals, tal they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them inthis Open Offer, along wih the other documents required tobe tendered to accept this Open Offer. In the event such approvals are not submited, the

‘Acquirer and the PAG reserve the right to reject such Equity Shares tendered in his Open Ofer. Subject to the receipt ofthe statutory and other approvals, if any, the Acnurer and the PAC shall compete all procedures relating o the Open Ofer, including payment of consideration within 10 Working Days from the cosue of he tendering period to those shareholders whose share cefiale or other documents are

found vad and in order and are approved fr acquston by the Acquirer andthe PAC, By agreeing to participa in his Open Ofer) the holders of he Equiy Shares who are persons resident in Inca and the (i) the alder of the Equiy Shares who are persons resident outside India ncuding NR, (OCB and FPs) give he Aguir the authority to make, sign, execu, deliver, acknonledge an perform a cons to fle appicaions and regator reprings, f require, inéuding FO-TRS form, if necessary and Undertake to provide assistance tothe Acquirer for such regulatory logs, required by the Acme \Where any statutory or other approval extends to some but nota ofthe Public Sharehldes, the Acquirer and the PAC shall have the opfon to make payment to such Pubic Shareholders in respect of whom no statutory or cher approvals are required in deo complete this Open fe.

www. readwhere, com

|. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECEIPT OF LETTER OF OFFER,

‘The Ides Dato is ony forthe purpose of determining the Public Sharohaders as on such date to wham the Letter of Offer would be sent n accordance wth the SEBI(SAST) Regulatons. Is clarfed tht al Public Shareholders fe. holders (registered or unregistred) of Equity Share fxcopt the Acquire, PAC, patie fo the SPA and persons deemed fo be acting in concert wih such partie) are elibefopatipate in ‘he Offer any time dung the Tendering Period.

‘The Offer wl be implemented bythe Acaurer though the Slock Exchange Mechanism made avaiable by ‘ho Stock Exchanges in the fom ofa separate window (Acquistion Window’) he Acquirer will acque the Offer Shares in accordance with the ender ofr method’ prescribed by SEB), In acoordance wih ‘SEB| Circular CIRICFDPOLICYCELLN2015 dated Api 13, 2015, as amended by SEBI Circular (CFOIDGRZICIRI;2016/131 dated December 9, 2016 "Acquisition Window Circulars) ‘Al the Pubic Shareholders, holding the shares in dematerlzed fom are eligible to paripatein his Ofer at any time during the tendering period for this Ofer. Please refer to Paragraph 4(e) below for details in Felton to tendering of Ofer Shares held in physical frm, Persons who have acquired Equty Shares but whose names do nat appear inthe register of members of the Target Company on the Identified Date ie. the date faling on the 10 Working Day prir tthe commencement of Tendering Petod, or uiegStared owners or Bose who have aoquled Equy Shares ater the lend Date, o: Hose who have not eclved the Letter of Ofer, may aso parcinatem this Ofer. ‘The Public Shareholders are ented to tender the Ofer Shares under he stock exchange mechanism made aval by Stock Exchanges inthe fom ofa separate window (‘Acquisition Window’). as provided under ‘he SEBI Regulations and SEBI cicular CIRICFDIPOLICYCELLIT/2015 dated Api 13, 2015 read with SEBI Circular CFDIDCR2ICIRIPI2016/151 dated December 9, 2016 issued by SEBI. In such case:- {@} BSE shall be the designated stock exchange (Designated Stock Exchange’) for the purpose of

tendering he Ofer Shares, 1b) The Acauirer has appoined JM Financial Services Limited ‘Buying Broker) as ts broke forthe Ofer

through whom the purchases and setlement ofthe Offer Shares tendered under the Ofer shall be ‘made, The contact deals ofthe Buying Broker areas mentoned below: IM Financial Services Limited ‘th foo, Cnergy, Appasahed Marat Marg, Prabhadavi, Mumbai 400025, inl, Tel +91 226680 3080, Fax +91 22.6530 330; Contact Person Ms, rachee Out

[A Publc Shareholders who desire to tender their Equly Shares under the Offer would have to intimate thei respective stock brokers (‘Selling Broker’ within the normal rating hours ofthe secondary market, during te Tendering Pei. ‘The Acqusion Window wil be provided by both NSE and BSE to facitate placing of sll orders. The Seling Broker can enter odes for Equiy Shares in dematerilized form.

Fax Aim FINANCIAL JM Financial Limited Tin Floor, Cneray, ‘Appasaheb Marathe Marg, Prabhadei, Mumbal- 400025, ni Tel. No; +94 226630 3030 Fax No. #91 22.6830 3330, Enall ID: snowman openoflr@jnfcom Contact Person: Ms, rachoe Onur ‘SEBI Registration Number: INMOO0010361

Registrarto the Offer: LINKIntime Link itime india Private Limited

|, 247 Park, Lal Bahadur Shast Mag, Viki (West), Mumbai ~ 400 083 Teh +91 2249186200

+31 22.49185195 Website: wor inkinie oo in Emalt sowmanlogsts.ofr@linkinime,oo in Contact Person: Mr Sumeet Deshpande

‘SEBI Registration Number: INROJOOO4D58

For and on behalf ofthe Acquirer and the PAC. Adan Logists Limited (Acquier) ‘Adan Pots and Special Economic Zone Limited (PAC)

Place: Mumbai Date: January 02, 2020

Adfactors 395

oe fant

en RAMA 2020

antnuous basis fr isting, The completion of the Undying Transacton and hs fer wl ot result @ beach ofthe resuiment io maintain MPS. “The Equiy Shares under stator loki, any, can be transfered to the Acquer under the Ofer, subject

to contruation ofthe esidal statutory lecein peed inthe hands ofthe Acquirer, The anager othe Ofer doesnot hid any Eauty Shares inthe Target Company as onthe date of his DPS, The Manager tothe Ofer sal net deal an thar awn account, In the Equly Shares ofthe Target Company during te Ofer Period BACKGROUND TO THE OFFER The Acquirer tas entered ilo a share puchase agreement daled December 27,2019 wth GDL and the Target Company (SPAY), pursuant to whch te Ofer lng made bythe Aoguer and the PAC under Regions 31) nd 4 of the SEBI (SAST) Regulsions io al the Public Sharholies of the Target Compan. Tis Ofer sa mandatary pen of Summary ofthe SPA () The SPAhas been entered io between the Target Company, the Acquire and GDL on December 27

2019 (Execution Date’ for he purchase of the Sale Shares, sujet to, and in accordance with, the terms of he SPA

(@)Undor te SPA, subject to complaton ofthe cendtens eecadent as stout Inthe SPA, the Aaguter has agreed to acquire the Sale Shares (e,672.54,119 Equly Shares of he Target Company Nd by o (GDL) fr a tal cash consideration of INR 295,018,238 at pce of INR 4.00 per Equiy Share, canstutng 40 25% ofthe Voting Shae Capt

(@) The sale ana purchase ofthe Sale Shares in aoordance wih the SPA are subject to oan contin, inclu but net mite wo

‘2, The Target Company shal have oblained Lender Consents as dined in the SPA), 1b. The Seler shal have removed al Encumbrances (as defined inthe SPA) onthe Sale Shares, including any negate len theron, Fay

“The Sallr shal have obainod wien consent fom the debenture holders debenture sect uses in accordance with the trms ofthe Dsbenture Trust Deed dated March 27, 2019 executed by te Sole, fr he purpose of consummation of the Underhing Transacton

44. The Target Company sal have made appicatons for obtaining consents proving inmaton for he purpose of corsummaton ofthe UnderyingTrensacton, as may be appicate in ems of the relevant ‘otacts exocuod wih the custome of Target Conpany asst outn the SPA

‘@ The Target Company shall ave made appicatons for bing or making necessary rectiatons (as the case maybe inthe Governmental Approvals as isnt in the SPA,

(i) The SPA shall automaticaly teminae if any ofthe Selers Condens Precedent (as defined inthe ‘SPA arena lilo on or befor the CP Completion Long Stop Oat (as dined in the SPA) oy, to he exten applicable, waved o defred bythe Aogurern wing, Fuerte Aoqute salve the ght 'oteminate the SPA by ging writen rose fo GDL upon occurence of any event which may havea Material Adverse Elec (as defined in th SPA) and where such Merial Adverse Efocti subsiteg and cannat be or capable of beng cured, snot curs within 30 Business Daye (as dened inthe

DETAILED PUBLIC STATEMENT IN TERMS OF REGULATION 3(1) AND REGULATION 4 READ WITH REGULATIONS 13(4),14(3) AND 15(2) [AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2041,

'AS AMENDED, TO THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF

SNOWMAN LOGISTICS LIMITED PN cc Tet hag oe eR IL eMac UU CC Cac

TEL: +91-9821383250; WEBSITE: waw.snowman.in; EMAIL ID: investorrelations@snowman.in

OPEN OFFER FOR ACQUISITION OF UP TO 4,34,42,879 FULLY PAID UP EQUITY SHARES OF FACE VALUE OF INR 10 EACH, REPRESENTING 26.00% OF THE VOTING SHARE. CAPITAL (AS DEFINED BELOW) OF SNOWMAN LOGISTICS LIMITED (‘TARGET COMPANY”) FROM ALL THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF THE ‘TARGET COMPANY BY ADANILOGISTICS LIMITED ("ACQUIRER") TOGETHER WITH ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED (“PAG”), IN THEIR CAPACITY AS. ‘THE PERSON ACTING IN CONCERT WITH THE ACQUIRER (“OPEN OFFER" OR “OFFER").

Prater ee yepsy re pete teenaged See einy Seams mater Crees eine acer eae Sroncs Cee ap theirs elncs este meeps T OSE TS

6. er eomneonepra aoe 1) “Egy Stn Seer ily ip oi sas fe be oN 10 ah of fat leech Distriparks| Appicable| Limited | Dronagini (©) “BOL‘er Soler means Gateway Dstpats Ltd Tare api) ind pea 6, “one hor ee meng acer mine SOT Res o

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“SEB! Act” shall mean Securiies and Exchange Board of India Act, 1992 and subsequent amendments nae Pursuant to the terms of the SPA, GDL and its Affliates shall not, for a period of § years from the

TenieingPiedecterentueinl bie tmSEOGATonitim 5 pep nec aerate PA (es OL at se ecceen amen fotieg Bert Coe ines ae ee re cama ot Ore Seige Company on a teey o Equity Shares or other interest in the Target Company. Further, GOL shall cease to be the promoter of the {v)_Detaiis of the Underlying Transaction is set out below:

Voting Share Capital excludes 24,000 employee stock options of the Target Company which were ue corey 2 nae ae Pais Se HOG Eee: u yee stack op tet Company Acquirer, The Acute il sore con of the Target Company, and be cssifed as new romols nyse of | Wade of rasaon greement | Shareshotng nights | Toa surenderedby is employees) decries whe provaore of Rogiton MK oe SEB Using Otaion and Dacouun | WPEOT] Mad efvarsatenapeenent | Shresietng itis 7 Taal “ring Day mews any wotig dy of SEL Fequraent) Reston 207 (SEBILODR Regulation) See. L cern rspned [ees ACOURER PA SELLER ARSET COMPANY NO OPEN OFFER De etre ig Led tage hen) a ee ee

Tame of | Shares or | Parean- the Stock | voting |tage hold Exchange| rights hela] inthe inindiaor| inthe | Target ‘Abroad, | Target. | Company

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entering into an agrooment with the Requier 7254.19

the Seler the Entity! Inaviduat

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indirect) total equity) acquired The Acar is pubic limited company, wih company ientiaton number 890906 2005PL.CO4G4. Iwas egal incorporated asIlané Conwar Piva Lined on July 13, 2005 under the Companies Ac. 1956. is name was changed to Adan Logistics Limited on July 7, 2009 and became 3 pubsc company wih fect fom Apri 5, 2010, pursuant to a fresh cartcate of Incorporaton issued by the Register of Companies, Gujrat, Dare and Nagar Havel. The repslered offce ofthe Accurer stated at Adan House, Near Mihakhal Sx Roads, Navrangoura, Akmedabad 380008, Gujrat, ina. The conic tals

af he Aoqer ae tlephone number #81 782658 55 and ax runbe:+91 792555 5600, The issued and paitup share captl ofthe Aoqirer amounts to INR 685,00,00,000 corsising of £85 50,0,00 fully pup equty shares of NR 10 each The Acquirers a whaly gamed subdary of PAC. The Aogueris part ofthe Aden group, “The Acquires engaged in the business of providing endio-end lgistes series inthe country with presence across all major makes and has experise in haring varied cuslomer across segments ke Fetal indus, bulk, break-bl, qu, avo and grain handing, Tho shares ofthe Acquire are nosed on any stock exchange in nao boa, As of the date ofthis DPS, the Aogucer, is decors or Key employees do nol have any rlaonship or ines inthe Target Company except forthe ransacions conleplted by the Acquirer nthe SPA (as ‘ened below). Furternare, tere are ro rectors representing Ie Acquirer onthe board of directors of the Target Company “Te Acquter doesnot hold any Equty Shares or voting rights inthe Target Comgany. Furthermore, the Acquirer has nat acnured any Equty Shares of he Target Company afer the dao of the PA. The Aogurar has nat bean prohtted by SEB! frm dealing in secures pursuant tothe tems of any ‘irectons issued under Secton 118 of the SEBI Act or under any oter regulations made under the SEB! Det ‘The surmary of unausted limited reviewed key francl infomation ast and for he period ended September 30, 2018 a5 exacted tom te Iited review repo, and audted key nancial ifomaton as at and for the periods ended March 31,2019, March 31, 2078 and March 31,2017, as exacted fom the ‘ated franca stamens, areas flows:

NR Crore unless horus state) Financial year | Financial year ‘ended ‘ended

March 31,2018 | March 31,2017 (Standslone)" | (Standalone)

(Audited) | (Audited)

Particulars ‘Sk months ended September 30, 2018

(Standelone) (Unaudited fnancials ‘subjected to limited review by auditors)

48.35 78 B25 399008 10038, 3268 1482 931

Financial year ‘ended

March 31,2019 (Standalone) ‘usites)

Taal ieame Net Income Eamings Per Shave (base and aied) (aR) Nelwort/

Shareholder Funds 492280 * Consodated nani statements arena valet * Exclus ater comprehensive income "Not anmalses Detalls of Adani Ports and Special Economie Zone Limited ("PAC") Tho PAC sa public Ised company ith corganyieniaton number L83090Gs198PLCO84182. twas origally incorporated as Gujrat Adan Por Lined on May 28, 1998 under be Companies Act, 1956. Pursuant oa fesh crifcats of incnporato issued by Regar of Companies, Gua, Dadra and Nagar Havel, name was changed to Mundre Port and Special Econemc Zone Limtod’on diy 7. 2008. Is name was futher changed o is curent name of Adani Ports and Specal Economic Zone Lined pursuant to a resh ceria of incorpcatin issued by Registrar of Comaries, Gujarat, Dasra and Nagar Haveli on January 6, 2012 The regsered offs ofthe PAG is situated at Adan House, Miaka Sx Roa, Nawangpur, Armedabad 360 09, Guarana. The contact deta of the PAC ae: elephene umber +91 79 2858 5555 an fax number +81 79.2555 560, ‘The issued and paid.up share capital of the PAC amounts to INR 4063505522 consising of 208,17.51,76 uy pai-upequty shares of NR each, The PACs prof the Adani group. Te Acquie isthe wholly owned subsidy ofthe PAC. “The PAC, part of te globaty-sersid Adani grup, i a leaing pot developer and operator and an integrated logistics payer. thas expanded its busess fom operating a singe pot at Mund onthe west ‘oat of nda to beng a par-inéen integrated logistics service provider operating atten stegcaly located porsteminas slong the isin ooastine. The PAC has a seamless negation of pons and terminals. dust land and loss business. Tho shares ofthe PAC alist on BSE ad NSE, The names ofthe (A) promoter and promoter group, and (8) other significant shareholders (pubic Shareholders holding more than 1% of fly paitup equ share capil) ofthe PAC, along wth ter Shareholding percentage, as disclosed by i tothe Stock Exchanges under Reguaton 31 of he Secutties and Exchange Board of Ini (Ling Obligations and Disclosure Reqiemens) Reglaons, 2015, os of

September 30, 2018 eas flows: (A) Promoter and promotor group

Individuals: () Gautanthoi Shall Adar —negigbl; (i Rejeshbai Shanta Adan gle: (Others: () Gavambhi Shntlal Adri & Rajeshbha Shatlal Ada (on bhai ofS. 8. dni Family Tus) ~ 38 30%; (i) Gavtanbhal Shanta Adar & Prtben Gautanbhai Adani (on behal of Gaui, Adan Family Trust) ~ ni (i) Rajeshbhai Shani Adan & Shin Rajesh! Adri (on behalf ofReshS, Adan Famiy Tus) ~ negligible; (v) Adani Popes Private Limted ~ i: () Adan Tadlne LLP ~ 6.808% (0 Woriide Emerging Market Holding Limited ~ 3.89%; Universal Trade And Investents Limited ~ 581%; (i) Ao Asia Trade and Invesiments Limited - 443%; () Emerging Markt Investment DNCC.— 410% (G) Other significant shareholders (puble shareholders holding more than 1% of uly pal-up equity share capital (9 Life insurance Corporation Of ni — 10.85%; () Europace Growth Fund — 358% (i) New Word Fund Inc~207%; fv) Camas Investments Pe. Lid ~ 130% (y) SBI Equy Hybrid Fund — 1.13%

‘As of te date ofthis DPS, the PAC, ts rectors okey employees donot have any latonship or interest inthe Target Company. Futhermoe, there are no decors representing the PAC onthe board of éeecors ofthe Target Company The PAC doesnot ot any Equity Shares or voting ghs inthe Target Company Furtermae, he PAC has rot aquired any Equly Shares of he Target Company after the dao the PA “The PAC has not been prohibited by SEB ram desing in secures under Secton {18 ofthe SEBI Act or

under any oer regulations made unde the SEBI Ac. The summay of nauted lined reviewed Key nancial information as at and fo the period ended September 30,2018 as exact tom te Imad telew repo, and aude key nancial ifort 2s at and for he prods ended March 31,2019, Mach 31, 2018 and March 31,2047, as enacted rom the ‘austed franca stalemenis ar as fll:

236 4.00 06 029 2zzses

(INR Crore unless hers stated) Financial year | Financial yeor

ended ‘ended March 31,2018 | March 31,2017

(Consoldste) | (Consolidated) (Audited)

Particulars ‘Si months ended September 30,2018

(Consolidated) (Unaudited financials ‘subjected to limited review by auditors)

654382 2087.89

Financial year ended

March 31,2019 (Consolidated)

| Toarmone Net ne" Earnings or Sa (bese and tg)

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Li5122N1983PLC285653. The Target Company was incorporated on March 17, 1983 68 Snowman Frazen Foods Lined changed is name fo Snowman Lopstios Limited on March 17,2017 pursuant fo 8 fresh cerfeateof corporation issued by the Regisar of Companies at Bangalore, Karnataka “The registered offce of the Target Company is at Plt No. M3, Taba Indusbal Area, MIDC, Raigad Navi Mua, Maharashtra, 410208 The contact detais of he Target Company ar: Ta 291-9821383250 and mali invesiorlaions@snowman The Targel Company isin the business of proving integrated temperature contol ogists inn, but role o warehousing, stbuton and vale aed services.

‘The Equiy Shares of the Target Company are sted on BSE (Security ID: SNOWMAN; Srp Code 538635) ad NSE (Symbol SNOWMAN), The [SIV ofthe Equty Shares ofthe Target Company is NET34NO1O19,

‘As onthe date of hs DPS, the authorized cpt ofthe Target Company is INR 20,000 000 comping «of 20,00,00,000 Equity Spares of fae value of INR 10. onthe date of this DPS, the issue, subsctbed fd fly paid-up fly dives equ shar capt ol ha Target Company is INR 167 08,793,050 caring of 16,70.87 995 Equity Shares of INR 10, ‘The Equly Shares ofthe Target Company are requenty traded on the Stok Exchanges in tems of Reguaton 21) of te SEBI(SAST) Reglatns. ‘The Target Company does not have any party paid-up equy shares or any convertible instruments lincusing warrants, ly converte secures, party convertible secures and employee stock apo), ‘The summary of unauded lied reviewed key francal infomation 36 at and for the ped endod September 30,2018, as exacted tom te Iied review repr. and audited Key nancial ifomaton as at and for the periods ended March 31,2019, March 31, 2018 and March 31,2077. as extracted rom the ‘auted fanaa statements are asfllws:

(INR Crore unless hers tated) Financial yar | Financial year

ended | ended March 31,2018 | March 31,2017

(Standalone) | (Standalone) (Audited) | (Aucited)

Pantclars ‘Siemens ended September 30,2018

(Standslone) (Unaudited financials ‘subjected to imited review by auditors),

235 Ba ww 0S 110.39) 972 35) [95

Floaneal year ‘ended

March 31,2019 (Standalono) (Auited)

Teal naam ‘Netincome" Earnings Pr Share (asic ans dives) {in NR) ‘Newari ‘Sharetder Funds 2479 405.28

"Exclus other compreferse come Not annualised DETAILS OF THE OFFER: ‘The Aogurer has entered inlo a share purchase agreament dated December 27, 2019 with the Gotenay Distpars Lined (‘Seller and te Target Company (SPA), pursuant i whch the Acquire has ‘eed to acquit the Sale Shares, subject to terms and conditons set ulin the SPA ncudng hime ot antan precedent bythe Target Company ander he Sel, The sai sao of the Sao Shares poposed lobe seated fra cnsceronsapesing up © INE 2691812585, aa pc eo WIN 4.0 per

Soe the Acquirer has entered into the SPA to acai voting hts in excess of 25% ofthe Voting Share Capital ofthe Target Company, accompanied wih conl, is Open Ofer is bing mae under Regulations 533) and ofthe SEBI (AST) Regullons, This Ole sa mandatary open fle. Pursuant tothe Ofer and Consummation of he vansacions contemplated unde the SPA te Acqurer wil have contol over the Target Company and the Aoqurer stall become the promoter of the Target Company inducing in zccortance with tbe provisons of the SEB! LOOR Regutons. The Puble Announcement announcing the pen Ofer, under Regdations 31) and 4 read wh Regulation 13(1) and Regan 15) ofthe SEB! (SAST) Regulations, was released to the Stock Exchanges on December 27, 2019, Please refer fo Part I {Backround tote Ofer fo fuer ntrmaton on the SPA ‘This Ofer is being made by the Acquire and the PAC, io squire vp to 43442870. Equity Shares Ofer Shares’) ofthe Target Company representing 2.00% of te Veting Shae Capital of te Target Company (Ofer Size’) at a pice of NR 44.00 per Equty Share (Offer Pree) aggregating i a al considraton of spproxmally INR 191,685 676 (Maximum Offer Consideration’). Tho Ofer Pic wil be ald in cash in accordance wih Reguation (a) of ho SEBI(SAST) Regulations andthe tems and condtons meioned in fe Publ Annaunoerent, ts DPS and tobe set outin he eter ‘flere sent a all he Puc Sharehoters in elation to his Ofer (Leter of Offeror "LaF", As ofthe date of is DPS, there are no () party paid-up Equty Shares and (i) oustanding convertible insturens(ncuting waren, uly converible secures, paly converte secures ana employee stock pions) issued by the Target Company ‘Al the Equly Shares val tendered by the Public Sharehldrs inthis Ofer, wl be acquted by the Aoguer i accordance wih the tems and conitons set fort inthis OPS and the tems and coetions which wll beset out inthe Lot of Ofer, the relaxant provens of tho SEB (SAST) Regulations, and anpcable law. The Ofer Shares wil be acquired by the Acmuier fully pau, fee from all ens, charges and encumbrances and together wih te fghs ached thee, including al igh to diend, bonus and Tghs ofr declared ttereot, andthe tendering Pubic Shareholder shall have obained a necessary ansenis oto sal the Egy Shares onthe foregoing bass, ‘This Ofer i nt conden upon any minum lve of acceptance in tes of Reguaton 191) of SEBI (SAST) Reston, This Ofleris rot competing ofr in tems of Regulation 20 the SEBI(SAST) Regulations. “Tote best of the knowledge of te Acquire andthe PAC, there are no stator approvals reqred forthe pispose ofthis Ofer andthe undering transaction ie. the SPA). However any oer statiory approvals Be required or become applicable at alla date before th compaion of tis Ofer, ths Ofer would be subject to he ecet of such stattory appro, n the event such sito approials ae refed, the Acquter andthe PAC wil have the fh to wihéaw hs Ofer azcardance wth Regulation 23 ofthe SEBL (SAST) Repuatons, ‘Where any statutory or cher approval extends to some but not al ofthe Publ Shareholers, he Acuer shal have the opin fo make payment fo such Pub Shaeholers in respect of whom no sau ober approvals ae equitedn order to complete this Open Ole. Interns of Regulation 23 of he SEB! (SAST) Regulations, inthe eve that the approval, any (ether in reaten tothe aoqstion of Equty Shares constuing the OMler Shares or otbense) which become ‘applicable prior fo compton ofthe Open Ofer ace not recived for reasons outsde the reasonatle contol

af he Acquiter, then te Acqrer andthe PAC shal have he rig fo wihdreu the Open Ofer. Inthe event of sucha withrawal af he Open Ofer, the Aagueer andthe PAC (Wwough the Manager sal, within 2 ‘Warkng Days of such wihraval, make an announoement of sich withraval slang the grounds forthe ‘ithdraalin accordance with Reulaton 232 othe SEBI (SAST) Regulations Non-esent nan (NR and ersvhie overseas corporate body (‘OCB’) Public Shareholders, if any ‘ust obiainal requiste approval equied to tender the Equity Shares el by them nts Ofer (nduding ‘ithaut imiaton, the appeal rom the RB, since the Equy Shares validly endeed ints Oe willbe acqured by a nonresident ei), and submit such approvals along withthe Form of Acceptance cum Acknowledgement and ober docurents required fo accept tis Ofer. Further, ifthe Public Shareholders, ‘hoa nol persons resident in nda plug NRIs, OCS, erste Foreign instutoral vesos (Fs) and Focegn Porto Investors (FPIS) had required any approvals (nelusng fom the RB othe Foreign Ivesinent Promotion Boardthe Foréign Investment Facliton Potal or any otter regulatory body) atthe ‘me of the rigial investment in respect ofthe Equity Staes held by them curenty, thoy wi be equeed to submit copes of uch previous approal along wi the oer documents requ io be tendered to aovept this Ofer such approvals ate not submited, te Acquirer and the PAC reserve the night lo eect such aut Shares tendered in is Ofer In tems of Reguafon 252) ofthe SEBI (SAST) Regulations, the Aequrer andthe PAG do not have any intention 1 restucture or aleate, dspose-of or aherise encumber any material assets or investnens ofthe Tagot Company, through sae, lease, encumbrance, and reconstruction, win 2 ped af 2 years frm the date of completion ofthe Ofer. othe than inthe orcnary corse of business. the Acquter intends to restructure or anata any mata aset ofthe Target Company (ncuding on accoutt of regulatory approvals or codons, or comglance with any tw thal fs binding on or applicable fo the ‘operations ofthe Target Company) wahin period of 2 yeas from the dale of completo of he Of, & Special esolulon of he shareholders of the Taget Company in accrcance wih th pow to Reguaon 2502) ofthe SEBI (SAST) Regulations woud be taken before undetaing any such alenaio of ny rater sees ‘As per Regulaon 38 of the SEBI LODR Regutons, as amended, read wth Rule 18A of te Secures Contac (Region) Rules, 1957, as amended (SCRR'), the Target Company is required to maintain at least 25% (went fv percent) publ shareholding (MPS), 2s determined in accordance with SCRR, on a

(oy oa, (030, 42887

Neting Share| (NR) Capital

Dect] Agroenent ~The Aoqererered

Brepair9) 40254 | NR

206.9 81,286 Regulations 3) and4 ofthe SEB (AST) Regulations.

into SPAith GDL to aque up 16,7254, 119 Equly Shares, conating 40 25% fe Voting ‘Share Capa, sujet, andn ‘aozordance wih te ems of the SPA Tote: (3) Upon completion ofthe Underyng Transaction, the Acquirer wl beso cont of ie Target

(Company. (vi) The Ofer Price shal be payable in cash in acordance wih Regulation 81a ofthe SEB! (SAST)

Reulaos, and subject tthe lens and condos set ut in his DPS ad the Let of Ole at wil be dspachod tothe Puble Sharehalders In accordance wh the provsens ofthe SEBI (SAST) Reguictons.

(vi) Obj of te Oe: The Open Ofer is beng made asa resut ofthe soqiston of mere than 25% of ‘tres, voting rights and control ofthe Targat Company by the Acquirer esutig na change of conta fhe Target Company in toms of Reguatons 3°) and 4 of he SEBI (SAST) Repuatons. The ‘aun of Equty Shares in the Target Compary in ine with stalegy and von ofthe Acgurer bocome a leading prover ofintograted logics sovoes In India and expand asels and service capabitiesincung col storage. The aoqiston proves a plato fo capure growth n key end use ‘segments (ike pharma, sefeed, OSR) and augment the capa as requred. The tended business focus wil be to increase uizaton, higher realzaton fom product mx change and operational effenies (eg, eect costs, corocatn of new facies)

SHAREHOLDING AND ACQUISITION DETAILS The caret re ops ps ler) artlg ol he Asie athe PAC ne Taget Company ae a lows: etal ‘equirer PAC

oof Equity Shares | —% | Naf Equity Shares] %

‘Sharehadng as one Pe Anneuncement dale Wil im Ni ‘Shares acqured between the Pubic ‘ancuncemen date an the DPS dat Ni i Ni

| Shareoling as on he DPS date “wi__[_Ni Ni Post Ofer sareholdng as ofthe Teese | 5% Ni ‘th werkng day ater he sure of ofthe ‘he Ofer assuming teenie 26.00% Voting is tendered the Ofer), Share

Capital Tis equi PAC andthe antes of ta respective Bardot decors do nat have ay sarerakng

the Target Company a on re date otis OPS. OFFER PRICE The Equty Shares are iste onthe Stock Exchanges The raed tunaver ofthe Equty Stars on he Sock Exchanges dung the period December 1, 2018 to November 30, 2079 (Twelve Month Period) viz. tele calendar mons preeding the calendar month in ‘whch the PAhas been made i set out below Stock | Traded tumover of equity shares Exchange | ofthe Target Company during the

“Twelve Month Period (°°) No.of qulty shares)

BSE 979.606 e707 85 eh NSE 657,12450 16,7087 95 3230

‘Soures: Based on tho cotate dated Dacomber 27, 2078 sued by Dharmash Path & Co. Chaored Accountants Therefore, in ems of Regulation 21) of he SEB! (SAST) Regulations, the Equity Shares are requety vades “The Ofer Price of INR 44,00 per Ofer Share i jus in tems of Reguaton 82) of he SEB! (SAST) Regulations on the bass ofthe flowing: me

8. | Particulars Price (NR per No. Offer Shar) [A | Tho ignestnogotated pice par shar oie Target Company fr any aoqaSton| INR 4400

nde th agreement tracing the cbgatn fo make te Public Anneunoerent ‘lth Of. the price pox Eauty Share under he SPA

|B The volume-weigttd average pce pao payable for acquisitions, by the ‘aurea the PAC, ding the ly v0 Weeks mmedaely preceding te date ofthe Publ Annonoement The highes price paid oayable or any aoquston, byte Roger othe PAC uring the twenty sx weeks immediately preceding the dae of he Publ ‘ancuncemen The volume-woighied average mata pb po Eauly Share ora ponod af aiy | 3028 ‘radng days inmeaely precoding the date ofthe Public Anpouncement 2s \taded on NSE being ne slock exchange where the maximum volume of radng in the shares ofthe Target Conpany ae recoded ‘Vie the shares are not requeny raged, the rice dteoinad byte Roger | Not Raplicable ‘and the Manage the Ofer tang no aczour valuation parameters ncuing, Beck value, comparable ting mulples, and such oer parameters as are customary fe vakaton of shares of uch companies, an

| [The per egy share value computed under Regdation 8) ofthe SEBI(SAST) [L_| Regstatons it aptcate ‘Soares: Based on the crate dated Dacomber 27, 2679 sued by Dhamash Path & Co. Carers ‘Accounts * Not opiate sine his tan indet acquisition ‘nos the dae of he Pulc Announcement and as onthe date of is DPS, there have been no corporate aon by the Target Company warranting aqusinent of any ofthe relevant pce parameters under Reguaton 89) of ba SEB! (SAST) Roguatons, ‘As onthe dai ofthis DPS, tare sn revision Ofer Pie & Ofer Size. The Ofer Price andlor Ofer Sze is subject to upward revsion,# any, pursuant othe SEBI(SAST) Reglatons orate dseon of the equa any tne pice othe commencement ef the lst 1 Working Day bles the crsnancament of he Tendeing Peto in accordance wih Regulation 18) and 18/6) ofthe SEBI (SAST) Regulations. Inthe ferent of suc revs, the Acquirer sall make corespondng increases to the escrow arent shal () make a publ announcement in the same newspapers in which the DPS i published; and (8) Simutaneously withthe issue of such announcement, e¥orm SEBI, the Sick Exchanges and the Target Company ais registered ofc, of such revise, Ife Aequler acquires Equty Shares ofthe Taget Conpany cing the pric of ent ix wees afer the Tendering Period ta rica Nghe han the Ofer Pre, ten the Aequrer shal pay te dference batwean the highest acmuston pce and the Ofer Price to al he Pubic Shareholders whose Equly Shares have ben acepod inthe Ofer wii sy days om te dal of such acquston.

FINANCIAL ARRANGEMENTS ‘The oa consideration for bis Open Oferis upto INR 11,1486 676, assuming ful aseptance of bis Ofer (ie the Maximum Ofer Consideration} In accordance with Regulaton 17 ofthe SEBI(SAST) Regulation, the AcqurevPAC is required to create an escrow for an amount equal o 25% of the Maximum Ofer Consideration ad, nth event ofthe escrow ‘account being created s byway of bank guaran, then atleast 1% of the Maxum Ofer Consigeraton Shou be deposted in cash with a scheduled conmercal bank, In this regard the PAC has fumished an uncanditona, revocable, and on demand bank quarntoe dat December 31, 2018 from Indvsnd Bank Limted (raving is registered oftce al 2401, General Tamnmayya oad, Cantonment, Pune 41100, nda and acing trough is branch at Word Business Hose, MG, Road, Ne Paral Garden, Els ‘Bridge, Ahmedabad 380 008) having bank quaaniee umber (0GT0009190039525 ofan amount o INR 48 crore, which in exces of the requrements specie under Reguiton 17 of the SEB (SAST) Requatons, in avr ofthe Manager fo th Ofer (Bank Guarantee. The Bank Guaranoe is valé up to Jl 31, 2020. The Manager to he Ofer has been duly auhorse to reaiae te valve of the aloresai Bank Gusrante in tems ofthe SEB (SAST) Reguatons, The PAC has Undertaken fo extend the valty of he Bark Guaretoe o make otter arangements fr such ped as maybe required in accordance withthe SEB (SAST) Regulations, such that he Bark Guaraiee shal be valid for test ity days afer comgleton of payment of consideration to shareholders who have vally lendered ter shares in accopance ofthe Open Ofer. The bank ssung the Bank Garanoe is nether an associate company nor group company of he Acquer, PAC ore Target Conan.

| Totalnunber fisted Equity | Traded | Shares ofthe Target Company | Turnover % uring the Twelve Month Period | (AB)

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‘agreement with HOFC Bank Limited ("Escrow Agent’), acting through its office at Mumbai branch at Fort, [ScNo] Activities Dates i. As per the provisions of Regulation 40(1) of the SEBI (Listing Obligations and Disclosure men 200", cd Decora 218 CEsrow Agreement) Pusat ob Eon Aaerant ‘em eis Aa RET Feroman) Regsatin, 15 od SE PR 018 ded Onomte 82018 roe bu leur’ as esate an eo cca neha Soe SNONMAN OPEN OFFER 5 = Tabor a bears cael posed es fe soar seh fons ESCROW AC: (Escrow Account) abe PAChas modes cash epost INR 2 core beng Teel hs ‘|? oben eT is DPS nessapo da ay 8,222 vanadgestoy wet fp 1208 {al consdain pyar ho Ofer as lose) (Cac Excow) The Mager as ——«[-3_ Flinger of oer wh EBT ea ay 0220 Ferg, be Pb Src whoa telng oly sha in pa fm and a | 2

been dy athozos to operat the Escrow Acour in ems of te SEBI(SAST) Repdatons. The cash Lat dal for uti nncuneament fr oman oe) Fay, sanury 24,200 decree esiies ter seat cokes Be One at ines orate Perce shoe dest hasbeen confined byway ofa cnfimaton ter dated Deceber 2, 209 ssud bythe Eszow ast dat for eng! SEBI bserans onthe rat tr of | Faiay, January 3, 2000 eratealse, Such Puble Sraretlders are advised fo approach any postr price

Agent fer (n be ever SEB has ot sought areston rested rave ho ty shares comalerises The Manager othe Ole have bee uty autre and empowered bythe ea and PAC to parla infomation fom te Manger th Op ‘The detalad procedure for tendering the Ofer Shares inthis Open Ofer wil be avalabe inthe are reas the Escrow Aunt jg othe ced of he Escrow Account aocadance wih fhe SEB| ‘eects Dat deterring sarcholers io whom OF | Towsday, Fabry Of 2020 Letter fOr which shalbe avaabe on SEB website (wwsebl gov), (SAST Reguatons. salted | ‘OTHER INFORMATION “The PAC vie is board resoton and rane conte resolution both dt Deconber 27,2018, has {st dai by wich he LOF so be patched he Pubic Toesdy, Fobra, 2005 The Aogurer, the PAC and ther respective decors in their capaciy as the decor, amp fil resold to provid Tnancal assistance! suppor as maybe raqlred by tho Acqua for maging 1s Shartoders wiase names appear on he register of members ‘espns fr the nfrmaion contained nthe Pk, an hie OPS (ter thn sch nomatn regarding bigaton fr the Undoiig Trasacon ad the Open Ofer Aer coniering the aromentond 2 wal Gn the Mend Cate ano Sock Exchanges and Target ‘he Target Company ss has been oad rom pul sues, wich ha nol boon depordeny vores 8s the cash & cash equivalents, anc liquid securibes avaiable wih PAC, Dharmesh Parikh & Co. Chartered ae ata ane —— by the Acquirer, the PAC and the Manager tothe Ofer) and shal be jin and severly responsible forthe ecortans Me Kant Got, Pater, Menbeship Number {2764),vide aceite dated Decenbe 27 i Fay, Far 20D Kliment of obigaens under te SEB (SAST) Rego in respect of ts Open Of, The lomaton 219, have cerfed ta th Acquire hs adqusie fran esos or iig the blgaons ude’ Target Company shal gi fs reczmeendaten othe Puls peraning tthe Target Corgany conned in the PA or DPS or Leter ef Ofer oc any ator the Undohisg Minoscha ead he Opa Oh Baeat ep ey abiv: a Vegot ie Bs Oe 6 cated Shares forth Open Ofer Boverisemenpbleabne mate ncomecton wi he Open Ofer hasbeen comple fom inomaton () about the adequacy of esouces fo mest the fancelrequrerents ofthe Ofer andthe ai of he Last dl for upward oso ofthe Oe Preah Sz fe | Fay, Feary 14, 2020 published or pub avaiable sources x proved by he Target Crpary. The Acqurer and he PAC have Aequitralong wit PAC to mplamat te Orn accordance the SEBI SAST) Rogusons, and () (pen Ot ot dependent verfed such ifomaten and donot accept any responsi wih respect fo any thal rm aang payment trough vitae rans aren lace a ail ba Ofer ebigaten. ‘Date of puto of opong of Opn Or pl | Wen Fabry 17, 2085 iefomaton provid nthe PRor his DPS othe Later offer perining oe Tage Company.

treancemenin be nenopepers hoes DPS has ben Pursuant o Reguaten 12 ef he SEB (AST) Requaons, be Acca and the PKC have appointed in caso of any uprard rosin in Ofer Pico tho sa fis Of, tho value nea fe Estow or i. Sito ie 1 of 38 ASD ‘Arist sal be compte onthe revised consderabon call lsoch eve afer pcs oof siza |__| pubiened __ ad any atonal amounts required wil be funded by he Acquirer. porto efecing such eon n ters ‘Dat of once tie Tendon Peed Tues Feb Unk ini nda Prva Limes hasbeen aponed as the Regia tothe Ofer at Rezlaon 172) of he SEBI(SAST Regulates Dat of closure of Tondog Pat (Ofer Closing Date) | Weds, Mareh Gt 2020 Intis PS an dsoesreynany te event and suns tte arcu te ue troy

as dal of eorenanicag te rejecon eceptanoe a ry, March ardor esi on the date a best fhe knee ofthe Acquirer there ar no tatty approvals) 505 wal cb abs Sts oak te oun REMI thie comeo mc imac sumtin we tasmanian ieee ‘ofa ble Saran The PaticAmoucemer nd ts DPS woul ao be aati on SEB wots mse gon)

in caso of an thers approval) tain equ bythe Ace al ale dala, ts Ofer shat bo Las date or putioatn of post Open Ofer pubic announcaant | Thursday, March 26,2020 subject fo suth approvals andthe Acgurer sha make the necessary aplatons fo such approvals. In inthe nenspapesin which his DPS was pushed Insued by the Manage to the Oto: €aso of day in rece of any tay approval), SEB! nay safe hat such delay n eco of he Tho isniles Date sey fo th purpose af etannng he Pale SharohoGes as Sah Sto Stair approvals) was tata o ay wi sau, are or eg onthe par of he Acero hm the eter of Ofer woul be sen accordance wi he SEBI(SAST Regulfins. is ced tht ligt pursue such approvals), and subjet fo such terms and conditions as speiied by SEB, ncding al Public Shareholders (.. holders (registered or unregistored) of Equity Shares (excep the Acquirer, PAC, JM FINANCIAL payment of nrest i accordanoe wih Reguston 11) ofthe SEB! (SAST) Regulators, grant an paris tote SPA and prsans doomed toe aing in concn wih suc paris) ae ele para in fxenson af tin othe Aeqwer pening recto such stator approvals) mak he payne of he fe Ofer any ime ding he Tendering Period JM Financial Limite Consideration ote Pubic Saretldrs whose Equiy Shares have been accepted in he Of. Provided PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECEIPT OF LETTEROF OFFER 7 Fa, Choy that wher the sor approval) exer o sare tu nat al held ofthe Eqoy Shares, he Reger “The Ofer wil be implements bythe Aogire togh the Sok Exchange Mecham mae avaiable by APpasaheb Marae Mag shalhae the opten rake payment such nls ofthe Equty Shares respect ef whom ne stato the Sock Exchanges nto form oa spsate window (Aequieon Window he Roquror wl acqore the Pathe Munbl- 400025, eda proline compte is Oe. Ofer Sars acdarce wih under ofr ato pasted by SEB, acrdarco wh. No:¥91 226880 250

Acai ut i i igh sans i Cue | SSSA wi ui Sa SEBI Creular CIRICFDPOLICYCELL/Z018 dated Ape 13, 2015, anendod by SEBI Crear FOXNo. Fen ne vent ne at pew ay ou ge Shr eGo CFODCRICRII2ES dled Deconbe 8, 2016 Acquon Window Creuas) al: snowman. opnofrjcom cults, nthe oven he aula apo heh may be equ lang to th SPR or is Oro , Cree en ‘Fe ib Serle ler coda fe Ofer tol ois6 Bf 9 etleed Kt Hoe ‘Alth PuleShareoles, linge shres n daatraied fm ate elgbi to parcpate ints Oner _ COnaRLEMON MA Paces ne ‘hich recuse of reasonable cnr of he Aqui nthe event of wihrawa of is Of. pubic at ary time dung te tending peta fr is Ofer. Pease ee fo Paragraph) Below fr deals in sesouncamet wil be mae wh 2 Working Days of suc wil accadanco wth Regulation 232) lant ah ot ala tes ld palo. af he SEBI(SAST)Requaons Persons who ave segue Equty Shares bt whose names donot ppearn the rite of members of Registrar tothe Ofer: Wn hls of ta Ext Shares to at ot peas edn aa (eng NR, Os and Tare Compan on te ered Dae ete dal fig on 10 Wenig Day is © Fe NIK Intime opr Fc we Fl ean ey pote Geeng hs Rees Cnt aa FRET bo Fes Frc iad ban ecu tana tes Taare Gtr ty ote sets soe Investment Promotion Board or any other regulatory body) in respect of the Equity Shares held by them, ate De es DG or Na Wee Leeda et LO i 89 Pane BOS thoy willbe equites to submit such previous approval, at they would have cbainod fr hldng the Egy Share, to tender the Equity Shares eld by them in ths Open Ofer, along wih the other documents

Link ntime naa Private Limited The Pub Shareholders are ented to tender the Ofer Shares under he stack exchange mechanism made '1N{"2¢7 Pak Lal Bahadur Shast Mar, Dau by Sea Detanahie uml apa won (Aeausion Window sn poad nae Gictey eae erson gel eas CRCFEPOUGTCELUTeniSeaes fe 6 Pigreounsesl yyrMylel Man feo ie! ww Cn fo spo ile Pla epenenpr ety acs zest Re ec eigen tee ek er ey Se ee hee ener ‘BSE shall be the designated stock exchange (‘Designated Stock Exchange’) for the purpose of Website: www linkintime.co.in Sujet eel ef esa and ae apc ry be Koad he PA sal colle Soha ae tl semoregsiseaininecon ai porate Ope Oe ny pay ot adn ni Ning Dam ech NER Sat aracepa MORGAN RERUNS | Re fe cease fen me pt bss Berinces sore as oer 9 ci Somat = Tasco be soins a Sis el aaa REID | SSR coie unr Mc {and aldon howe ed oe erve’bcecnion ye Aout He PAC an ean Ne Gases a ee Ons

By ayia prc nti Cpon (Ro tek othe Eq Sr oo pssst erecacee net Foran nba te gute nd th PAG Ineo (bt fe Ean Stans wwe esa cts ef Nts Sh to Greg) Kosa ate rote, Nun OS fel Logis nied cure) Sass EPG ete Acura uti inl ap on dob oot prt Set oslo Fo 61 2008 G0 Cnet em hs re oe mane tse apeatre oot ptogs mgd rg FETRS om ssn an AMP Starts ode ence ot ay Stes ne Oe wore ints Undertake to pcvide assistance tothe Acquirer for suc regulatory lings, #equired by the Acquirer their respective stock brokers (‘Seling Broker) win the nol trading hours of the secondary ‘Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirer ‘market, during the Tendering Period. ‘and the PAC shall have the option to make payment to such Public Shareholders in respect of whom no ‘The Acquistion Window wil be provided by both NSE and BSE to facitate placing of sell oders. The Date: January 02, 2020 Sas 0 cee acon oe anes nie onion orm Ce Shy Stone esr bay Shave aennelet om

Place: Mumbai epaper treepressjourmar in Alston