Refex Industries : Disclosure under SEBI Takeover Regulations

Date: 22.03.2022
To,
BSE Limited,	National Stock Exchange of India Limited
PJ Towers, Dalal Street,	Exchange Plaza, BKC, Bandra (East),
Mumbai-400 001	Mumbai 400 051

Sub:-Disclosure under Regulation 10(5) -Intimation to the Stock Exchange in respect of acquisition of equity shares of Refex Industries Limited under Regulation 10(1)(a) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter the "Takeover Regulations")

Dear Sir/Madam,

This in reference to the subject matter for acquisition of equity shares pursuant to inter se transfer of shares received from Sherisha Technologies Private Limited (Acquirer) and Seller (Anil Jain). Please find enclosed documents received in this regard:

1. Intimation under Regulation 10(5) of Takeover Regulations
2. Declaration from Acquirer as Annexure A
3. Declaration from Seller in as Annexure B.

Thanking You,

For and behalf of Refex Industries Limited,

SRINIVASA N GOPALAKR ISHNAN

Digitally signed by SRINIVASAN GOPALAKRISHN AN

Date: 2022.03.22 15:10:20 +05'30'

1. Gopalakrishnan
   Company Secretary

Encl: -As above

Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company ('TC')	Refex Industries Limited ('RIL')
2.	Name of the acquirer(s)	Sherisha Technologies Private Limited
3.	Whether the acquirer(s) is/ are promoters of the TC	Acquirer is the Promoter of the Company
	prior to the transaction. If not, nature of relationship
	or association with the TC or its
	promoters
4.	Details of the proposed acquisition
	a.	Name of the person(s) from whom shares are	Mr. Anil Jain
		to be acquired
	b.	Proposed date of acquisition	29.03.2022 or any day thereafter
	c.	Number of shares to be acquired from each	24,77,878
		person mentioned in 4(a) above	Equity Shares
	d.	Total number of shares to be acquired as % of	11.80%
		share capital of TC
	e.	Price at which shares are proposed to be	The equity shares of RIL will be acquired
		acquired	at a price not exceeding the limits
			provided in proviso (i) to Regulation
			10(1)(a) of SEBI SAST Regulations.
	f.	Rationale, if any, for the proposed transfer	Inter se transfer-Consolidation of
			holdings.
5.	Relevant sub-clause of regulation 10(1)(a) under	10(1)(a) (ii)
	which the acquirer is exempted from making open
	offer	Inter-se transfer between the persons
			named as promoters in the shareholding
			pattern filed by the target company in
			terms of the Listing Regulations for not less
			than three years prior to the proposed
			acquisition;
6.	If, frequently traded, volume weighted average	1) The Equity shares of the Target Company
	market price for a period of 60 trading days preceding	are frequently traded.
	the date of issuance of this notice as traded on the
	stock exchange where the maximum volume of trading	2) The VWAP price for 60 days preceeding
	in the shares of the TC are recorded during such	the date of issuance of this notice is Rs.133
	period.
			3) The equity shares of RIL will be acquired
			at a price not exceeding the limits provided
			in proviso (i) to Regulation 10(1)(a) of SEBI
			SAST Regulations.

7.	If in-frequently traded, the price as determined in	NA
	terms of clause (e) of sub-regulation (2) of
	regulation 8.
8.	Declaration by the acquirer, that the acquisition price	Enclosed
	would not be higher by more than 25% of the price
	computed in point 6 or point 7 as applicable.
9.	Declaration by the acquirer, that the transferor and	Enclosed
	transferee have complied / will comply with applicable
	disclosure requirements in Chapter V of the Takeover
	Regulations, 2011 (corresponding provisions of the
	repealed Takeover Regulations, 1997)
10.	Declaration by the acquirer that all the conditions	Enclosed
	specified under regulation 10(1)(a) with respect to
	exemptions have been duly complied with.
11.	Shareholding details	Before the	After the
			proposed	proposed
			transaction	transaction
			No. of	% w.r.t	No. of	%
						w.r.t
			shares	total	shares	total
			/Voting	share	/Voting	shar
						e
			rights	capital of	rights	capit
						al
				TC		of
						TC
	a	Acquirer(s) and PACs (other than sellers) *	69,09,003	32.90%	93,86,881	44.70%
	b	Seller (s) *	26,27,878	12.51%	1,50,000	0.71%

Note:

(*)The Acquirer and seller have already initiated an Inter - se transfer of 23,00,000 equity shares of the target company to be effected on 25th March, 2022 and disclosure under10(5) of SEBI (SAST) Regulation has been made on 18th March, 2022. Accordingly, their holding is mentioned considering the aforesaid inter-se transfer.

Shailesh	Digitally signed
	by Shailesh
Rajagopa Rajagopalan
lan	Date: 2022.03.22
15:21:54 +05'30'

Annexure A

Declaration

I, Shailesh Rajagopalan, Director / Authorized Representative of Sherisha Technologies Private Limited, ('STPL') one of the Promoter of Refex Industries Limited, having its Registered Office situated at 11th Floor, Bascon Futura IT Park, New No. 10/2, Old No. 56L, Venkat Narayana Road, T. Nagar, Chennai- 600 017, do hereby solemnly affirm and declare that STPL has duly complied with conditions specified under regulation 10(1) (a) (ii), as stated hereinunder:

1. STPL is an entity named as promoter in the shareholding pattern filed by Refex Industries Limited in terms of Listing Regulations for not less than three years prior to the proposed acquisition; and
2. STPL has complied and will comply with applicable disclosure requirements in Chapter V of the Substantial Acquisition of Shares and Takeovers Regulations, 2011;
3. The acquisition price would not be higher than 25% of price computer as per Regulation 10 of SEBI SAST Regulations 2011.

We further confirm that this declaration is true and it conceals nothing and that no part of it is false.

For Sherisha Technologies Private Limited

Shailesh Rajagop alan

Digitally signed by Shailesh Rajagopalan Date: 2022.03.22 15:12:17 +05'30'

Shailesh Rajagopalan

Director

DIN: 01855598

Date: 22.03.2022

Anil Jain

Address: 151, Habibullah Road, T Nagar, Chennai- 600 017

__________________________________________________________________________________

Annexure B

Declaration

I, Anil Jain, Managing Director / one of the Promoter of Refex Industries Limited, having its Registered Office situated at 11th Floor, Bascon Futura IT Park, New No. 10/2, Old No. 56L, Venkat Narayana Road, T. Nagar, Chennai- 600 017, do hereby solemnly affirm and declare that I have duly complied with conditions specified under regulation 10(1)(a)(ii), with respect to exemptions as stated hereinunder

1. I am a person named as promoter in the shareholding pattern filed by Refex Industries Limited in terms of Listing Regulations for not less than three years prior to the proposed acquisition; and
2. I have complied and will comply with applicable disclosure requirements in Chapter V of the Substantial Acquisition of Shares and Takeovers Regulations, 2011;
3. I hereby declare that the price at which the inter-se transaction shall take place would not be higher than 25% of price computer as per Regulation 10 of SEBI SAST Regulations 2011.

I further confirm that this declaration is true and it conceals nothing and that no part of it is false.

ANIL JAIN

Digitally signed by ANIL JAIN Date: 2022.03.22 15:17:19 +05'30'

Anil Jain

Promoter

Refex Industries Limited

Date: 22.03.2022