nava bharat ventures limited€¦ · the company has also settled a trust called nava bharat...

NAVA BHARAT VENTURES LIMITED NAVA BHARAT CHAMBERS, RAJ BHAVAN ROAD, HYDERABAD- 500 082, TELANGANA, INDIA

NBV/SECTL/386D /2019-20 August 9, 2019

Listing Depmiment National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No.C/1, G Block Bandra Kurla Complex, Bandra (E) MUMBAI- 400 051 NSE Symbol : 'NBVENTURES'

The General Manager Dept. of Corp.Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI - 400 001

Scrip Code: '513023' /'NBVENTURE'

Subject: Application under Regulation 37 of SEBI (LODR) Regulations, 2015 for the Scheme ofReduction of Capital ofNava Bharat Ventures Limited

Dear Sir

This is further to outcome of Board meeting of the Company vide our letter no. NBV/SECTL/377/2019-20 dated August 8, 2019 wherein we informed to your good offices about the approval given by the Board of Directors of Company to the draft Scheme of reduction of share capital of the company under Section 66 of the Companies Act, 2013 subject to all statutory approvals.

Pursuant to Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the draft Scheme ofreduction of share capital ofNava Bharat Ventures Limited under Section 66 ofthe Companies Act, 2013 for your approval.

The BSE Limited has been identified as the designated stock exchange for the purposes of coordinating with SEBI.

We are hereby providing the documents as per the checklist provided and are Annexures to this letter.

We request you to kindly take this letter on record and issue us the No Objection Letter/ Observation Letter at the earliest.

The processing fee as may be applicable has been remitted by the company.

Thanking You.

for Nava Bharat Ventures Limited

Telephone: (040) 23403501, 23403540, e Fax: (080) 66886121 !j) E-mail : [email protected] Website : www.nbventures.com ' l/' Corporate Identity No.: L271 01TG1972PLC001549

IST OF DOCUMENTS FOR OBTAINING APPROVAL UNDER REGULATION 37 OF SEBI (LODR) REGULATIONS, 2015

S.No

1.

2.

3.

4.

5.

6.

7.

8.

(REDUCTION OF CAPITAL)

Particulars

Certified true copy of the resolution passed by the Board of Directors of the company approving the Scheme Certified copy ofthe draft Scheme of reduction of capital to be filed before the NCLT Valuation report from an independent Chartered Accountant as per Para I(A)(4) of Annexure I of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 Report from the Audit Committee recommending the draft Scheme taking into consideration, inter alia, the Valuation report at S. No. 3 above Fairness opinion by SEBI registered Merchant Banker Shareholding pattern in accordance with Regulation 31 (1) of the SEBI (LODR) Regulations, 2015 - for pre and post scheme of arrangement of the company

Audited financials of last 3 years ( financials not being more than 6 months old) ofthe unlisted company

Company comments (Yes/No/Not Applicable/To

be submitted)

YES- Refer Annexure- I

YES- Refer Annexure-2





NOT APPLICABLE- The financials of the Company are already on the Stock

Exchanges website as well as on the Company's

website.

YES- Refer Annexure-7 Auditor's Certificate as per Para 1 (A)(5) of Annexure-! ofSEBI Circular no. CFD/DIL3/CIR/20 17/21 dated March 10, 2017 f-----+---------------c-''------t---·--------------··--Detailed Compliance Report as per the format

9.

10.

specified in Annexure IV of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10,2017 Document required to submit wherein approval of shareholders to Scheme through postal ballot and evoting (Para 1 (A)(9)(a) of Annexure-I of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 20 17) is not applicable: a) An undertaking certified by the auditor clearly stating the reasons for non-applicability of Para 9 (a). b) Certified copy of Board of Director's resolution approving the aforesaid auditor certificate.



Documents to be submitted by Resulting I Transferee Company proposed to be listed pursuant to the scheme: a. Certified true copy of the certificate from Practising

Chartered Accountant/ Practising Company

17. Secretary/ Statutory Auditor of Listed Company about Networth of the company - Pre & Post Scheme of Arrangement. The certificate should expressly specify reserves forming part of networth.

b. Confirmation I Details by company secretary as per Annexure G ofNSE checklist

18. In case of scheme of demerger, additional documents as per Annexure H ofNSE checklist are to be submitted In case of Capital Reduction/ Reconstruction pursuant to

19. the Scheme, Certified true copy of the resolution passed at the meeting of the shareholders approving the reduction.

20. Name of the Designated Stock Exchange (DSE) for the purpose of co-ordinating with SEBI

21. In case NSE is the DSE, kindly provide the documents/ undertaking Complaints Report as per Para 1(A)(6) of Annexure-! of

22. SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10,2017 Processing Fees (Non-Refundable): a) Payable to Exchange b) Payable to SEBI at the rate of 0.1% of the paid-up share

23. capital of the listed I transferee I resulting company, whichever is higher, post sanction of the proposed scheme, subject to a cap ofRs.5,00,000. (No GST I No TDS) Note: Processing Fees shall be payable to Exchange and SEBI only through online mode.

Name & Designation of the Company Secretary:

24. Telephone Nos. (landline & mobile):

Email ID.:

Date :August 9.2019

NOT APPLICABLE

NOT APPLICABLE

NOT APPLICABLE (will be submitted in due

course)

BSE Limited

NOT APPLICABLE

NOT APPLICABLE

YES

Mr. VSN Raju Company Secretary & Vice President

040-23403501 & 09849015761

[email protected]

@t:u Company Secretary

& Vice President

SCHEME OF REDUCTION OF CAPITAL

OF

NAVA BHARAT VENTURES LIMITED

UNDER SECTION 66 OF THE COMPANIES ACT, 2013

A. PREAMBLE OF THE SCHEME

ANNEXURE-2-_

This Scheme of Reduction of Capital is made pursuant to Section 66 of the Companies Act, 2013

read with the National Company Law Tribunal {Procedure for Reduction of Share Capital of

Company) Rules, 2016 and other applicable provisions for reduction of equity capital of Nava

Bharat Ventures Limited.

B. DESCRIPTION OF THE COMPANY

NAVA BHARAT VENTURES LIMITED (hereinafter "Company"), is a Company incorporated

under the Companies Act, 1956 on ih November, 1972 with CIN: L27101TG1972PLC001549

and having its registered office at 6-3-1109/1, Nava Bharat Chambers, Raj Bhavan Road,

Hyderabad - 500 082. The name of the Company was changed from Nava Bharat Ferro Alloys

Limited to its current name, following issue of fresh Certificate of Incorporation by the Registrar

of Companies on ih July, 2006.

The Company operates in the business verticals of power generation, mining, ferro alloys, agri

business and healthcare.

NAVA BHARAT VENTURES LIMITED is a listed company having its shares listed on the National

Stock Exchange of India Limited {NSE) and BSE Limited {BSE).

Main Objects of the Company:

The main objects of the Company are inter-alia, the following:

1. To carry on the business of manufacturers of Ferrous and Non-Ferrous metals, alloy steels,

Ferro-alloys, Pig iron, wrought iron, steel converts, rolled steel makers, miners, smelters,

engineers, iron and steel foundries in all or any of their respective branches, Metallurgical

prospectors, explorers, contractors, agents and to establish workshops for the

manufacture of any equipment required for any of the industries which the Company can

undertake and to deal in such equipment.

2. To establish, provide, maintain and conduct factories for the manufacture of Electro

Chemical and Electro- Metallurgical products, such as Calcium Carbide, Silicon Carbide,

Silica Manganese, Caustic Soda etc., and to carryon business of manufacturers, explorers,

importers, exporters, dealers and stockists in ferrous and non-ferrous metals, ferro-alloys,

Alloy steel and all other Electro-metallurgical and Electro-chemical products.

1

PURPOSE AND RATIONALE FOR THE SCHEME

Pursuant to the order dated 30th December, 1996, passed by the erstwhile High Court of Andhra

Pradesh sanctioning the Scheme of Amalgamation of Nav Chrome Limited with Nava Bharat Ferro

Alloys Limited, certain number of shares in lieu of cancellation were vested in Nav Energy Private

Limited as a trustee for the Company which over time and as a result of rights/bonus issue made,

aggregated to a holding by such trustee of 99,47,020 (Ninety-nine lakhs Forty-seven thousand and

twenty only) equity shares of Rs. 2/- each of Nava Bharat Ventures Limited which till date is continuing.

The Company has also settled a trust called Nava Bharat Ventures Employee Welfare Trust ("Welfare

Trust") for the benefit of its employees being managed by Barclays Wealth Trustees (India) Private

Limited acting in the capacity of trustees which Trust presently holds 28,00,000 (Twenty eight lakh)

equity shares of Rs. 2/- each of the Company. The benefits accorded under the Scheme have been on

cash basis and no grants for equity shares have been made by the Welfare Trust to any employees of

the Company so far.

The Welfare Trust falls within the legal definition of General Employee Benefit Scheme ('GEBS') set out

in the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. In

terms of Regulation 31 (2) (b) (ii) of the Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014, all Employee Benefit Trusts formed by listed companies for the purpose of

implementing GEBS having shares in excess of 10% of the total value of its total assets shall bring down

such shares to the level of 10% or lower within a period of 5 (five) years.

Following a review undertaken by the Nomination and Remuneration Committee, the Company took

note of the changed context in the wake of the regulatory requirement under Regulation 31 (2) (b) (ii)

of The SEBI (Share Based Employee Benefits) Regulations, 2014 with respect to the objects of the

Welfare Trust when it was set up and concluded that it would be well served if the scheme of the

Welfare Trust is discontinued since the benefits could still be sought to be extended to the employees

directly, wherever justified. In reaching such a conclusion, the factum of no share based employee

benefit was extended as yet and that non share based benefits could still be carried out outside the

Welfare Trust, prevailed.

As such it has been proposed to wind up the Welfare Trust which would become redundant upon the

implementation of this scheme. The winding up of the Welfare Trust has also been recommended by

the Barclays Wealth Trustees (India) Private Limited, in the capacity of Trustees of the Welfare Trust.

2

While the 99,47,020 equity shares of the Company held in trust by Nav Energy Private Limited can be

sold in the market being treasury stock, however, the interest of avoiding any market turbulence which

would result from such bulk sale, it has been decided to extinguish by way of reduction of the said

99,47,020 equity shares of the Company, since originally such shares which otherwise would have been

subject to cancellation in the scheme of amalgamation were retained as treasury stock.

The equity shares proposed to be cancelled and extinguished comprise the treasury shares held by the

Company through the Welfare Trust and Nav Energy Private Limited and have been accounted for in

the financial statements of the Company for the year ended 31st March 2019 and 31st March 2018 by

adjusting the balance of Other Equity (representing the reserves including the capital reserve, general

reserves and securities premium).

Considering the above, the board of directors of the company after evaluating various options and

having regard to the implications flowing there from have decided to reduce the paid-up equity share

capital of the Company by cancelling and extinguishing the 99,47,020 equity shares held in trust by Nav

Energy Private Limited and 28,00,000 equity shares held in trust by the Welfare Trust, without any pay

out. The selective reduction of share capital would also ensure compliance with Regulation 31 {2) (b)

(ii) of The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Such reduction of capital would not have any adverse effect on the creditors of the Company or the

Company's ability to fulfil its commitments or meet its obligations in the ordinary course of business as

there is no pay out resulting from the proposed capital reduction.

BENEFITS OF THE SCHEME

The reduction of capital in the manner proposed would enable the Company to have a capital structure

which is commensurate with its business and assets. The proposed capital reduction would be

beneficial to all the remaining shareholders as it would improve earnings per share and enhance

shareholders' value.

SALIENT FEATURES OF THE SCHEME

The Scheme proposes reduction of the paid up equity share capital of Nava Bharat Ventures Limited

pursuant to Section 66 of the Companies Act, 2013 read with The National Company Law Tribunal

(Procedure for reduction of share capital of Company) Rules, 2016 and all other applicable provisions

of the Companies Act, 2013 and any other Law for the time being in force.

The salient features of the Scheme are as follows:

Reduction of the paid up equity share capital of the Company by cancelling and extinguishing an

aggregate of 1,27,47,020 fully paid equity shares of face value Rs. 2/- each comprising of (i) 99,47,020

(Ninety-nine lakhs Forty-seven thousand and twenty only) equity shares of Rs.2/- each held in trust by

Nav Energy Private Limited and (ii) 28,00,000 (Twenty eight lakh only) equity shares of Rs. 2/- each

held by Nava Bharat Ventures Employee Welfare Trust through its Trustees- Barclays Wealth Trustees

(India) Private Limited.

A. This Scheme is divided into the following Parts:

• Part I - Definitions used in the Scheme and Share Capital;

• Part II -Reduction of equity share capital of the Company; and

• Part Ill -General Terms and Conditions.

PART -I "Definitions11

1. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions

shall have the following meanings:

(i) "Act" means the Companies Act, 2013, including the rules and regulations made thereunder

and will include any statutory amendments, modifications and/or re-enactments thereof for

the time being in force;

(ii) "Applicable Law(s)" mean any statute, law, regulation, ordinance, rule, judgment, rule of

law, order, decree, ruling, bye-law, approval of any governmental authority, directive,

guideline, policy, clearance, requirement or other governmental restriction or any similar

form of decision of or determination by, or any interpretation or administration having the

force of law of any of the foregoing by any governmental authority having jurisdiction over

the matter in question, whether in effect as of the date of this Scheme or at any time

thereafter;

(iii) "Board" or "Board of Directors" means the board of directors of the Company including any

duly constituted committee(s) thereof;

(iv) "NCLT11 or the "Tribunal11 means the National Company Law Tribunal, Hyderabad Bench;

,,.'-" ~

(v) . "Company" means,;;~~~a:Bharat Ventures Limited, a company incorporated under the ' }•iJ

Companies Act, 1956,;,having its registered office at 6-3-1109/1, Nava Bharat Chambers, Raj '" ·~

Bhavan Road, Hyderabad -500 082;

4

(vi} "Designated Stock Exchange" means BSE Limited;

(vii} "Effective Date" means the date on which the certified copy of the order passed by the

NCLT sanctioning the Reduction of Capital under Section 66 of the Companies Act, 2013 and

other applicable provisions of the Act, if any, is filed with the Registrar of Companies,

Hyderabad, Telangana;

(viii} "Equity Shares" means fully paid-up equity shares of Rs. 2/- each issued by the Company;

(ix} "listing Regulation" means the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements} Regulations, 2015, as amended from time to time;

(x} "SEBI" shall mean the Securities and Exchange Board of India;

(xi} "Scheme" means this Scheme of reduction of capital between the Company and selective

shareholders in its present form or with such alterations/modifications as may be approved

or imposed or directed by the National Company Law Tribunal;

(xii} "Welfare Trust" means the Nava Bharat Ventures Employee Welfare Trust for the benefit of

its employees being managed by Barclays Wealth Trustees (India} Private Limited acting in

the capacity of trustees;

(xiii} "Trust Fund" means the total funds of the Welfare Trust;

All terms and words not defined in the Scheme shall, unless repugnant or contrary to the context or

meaning thereof, have the same meaning ascribed to them under the Companies Act, 2013, Securities

and Exchange Board of India Act, 1992, Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements} Regulations,2015, Listing Agreement and other applicable laws, rules,

regulations, bye laws, as the case may be or any statutory modifications or re-enactment thereof from

time to time.

Share Capital of the Company

The share capital of the Company as on 08.08.2019 (i.e. date of approval of the Scheme by the Board) is as under:

Particulars Amount (Rs.)

Authorised Ca~ital

25,00,00,000 Equity Shares of Rs.2/- each 50,00,00,000 TOTAL:- 50,00,00,000

Issued and Subscribed Share Ca~ital

17,64,68,495Equity Shares of Rs.2/- each 35,29,36,990

Fully ~aid u~ Share Ca~ital

17,62,17,020 Equity Shares of Rs.2/- each 35,24,34,040 (after forfeiture of 2,51,475 equity shares}

PART II

REDUCTION OF CAPITAL

2. REDUCTION OF CAPITAL OF THE COMPANY

2.1 Upon the Scheme becoming effective, the paid-up equity share capital of the Company as on

the Effective Date shall stand reduced from Rs. 35,24,34,040 (Rupees Thirty Five Crores Twenty

Four Lakhs Thirty Four Thousand and Forty only) divided into 17,62,17,020 {Seventeen Crores

Sixty Two Lakhs Seventeen Thousand and Twenty only} equity shares of Rs. 2/- (Rupees two

only) each to Rs.32,69AO,OOO (Rupees Thirty Two Crores Sixty Nine Lakhs Forty Thousand only)

divided into 16,34, 70,000 {Sixteen Crores Thirty Four Lakhs Seventy Thousand only) equity

shares of Rs. 2/- {Rupees two only) each.

2.2 The aforesaid reduction of capital shall be effected by selective cancellation and

extinguishment of an aggregate 1,27A7,020 fully paid equity shares of face value Rs. 2/- each

comprising of (i) 99A7,020 (Ninety-nine lakhs Forty-seven thousand and twenty only) equity

shares of Rs. 2/- each held in trust by Nav Energy Private Limited and (ii) 28,00,000 {Twenty

eight lakh only) equity shares of Rs. 2/- each held by Nava Bharat Ventures Employee Welfare

Trust through its Trustees- Barclays Wealth Trustees (India) Private Limited.

2.3 Upon the Effective Date, the Share Capital of the Company before and after reduction in terms

of this Scheme shall read as under:

Particulars Before Reduction After Reduction

Number of Equity Amount (Rs.) Number of Equity Amount (Rs.) Shares Shares

Authorised share capital 25,00,00,000 50,00,00,000 25,00,00,000 50,00,00,000 Paid up share capital 17,62,17,020 35,24,34,040 16,34JO,OOO 32,69AO,OOO

2.4 Reduction and the consequent cancellation of the Equity Share Capital of the Company as

herein above, shall be affected as per the provisions of Section 66 of the Act and other

applicable provisions of the Act and rules and regulations made there under upon the Scheme

becoming effective.

2.5 The reduction does not involve either a diminution of liability in respect of unpaid share capital

or payment of paid-up share capital.

2.6 No prejudice will be caused to shareholders and/or creditors of the Company by the aforesaid

reduction. The creditors of the Company are in no way affected by the proposed reduction of

the share capital as there will be no reduction in the amounts payable to any of them. Further,

the proposed reduction would not in any way adversely affect the ordinary operations of the

ompi~v or its ability to honour its commitments or pay the debts in the ordinary course of

usiness. The Scheme does not in any manner alter, vary of affect the rights of the creditors.

6

2.7 The extinguishment and cancellation of the paid-up share capital under this Scheme will

facilitate the winding up of the Welfare Trust and extinguishing the Trust Fund. Such action

does not result in any payout to the Welfare Trust pursuant to the proposed capital reduction.

2.8 The Scheme does not in any manner alter, vary or affect the payment of any dues or

outstanding amounts including all or any of the statutory dues payable or outstanding.

2.9 The Scheme does not envisage transfer or vesting of any of the properties and/or liabilities of

the Company to any person or entity.

2.10 The Scheme also does not involve any conveyance or transfer of any property of the Company

and does not involve any issue of shares. Consequently, the order of NCLT, Hyderabad Bench

approving the Scheme will not attract any stamp duty, under the Stamp Act, in this regard.

2.11 Notwithstanding the reduction of capital of the Company in pursuance of this Scheme, the

Company shall not be required to add the words "And Reduced" to its name as the last words

thereof.

2.12 It is clarified that until the Effective Date, the Welfare Trust and Nav Energy Private Limited as a

trustee would be eligible to enjoy all the benefits in the capacity of shareholder of the Company

including but not limited to receiving the dividend and bonus shares, participate in right issue

and buy-back, voting in the shareholders' meeting and participate in any other corporate action

taken by the Company during the pendency of this Scheme.

3. COMPLIANCE

The consent of the members of the Company to this Scheme shall be taken through a Special

Resolution under the provisions of Section 66 of the Companies Act, 2013.

The Scheme, if sanctioned, shall be fully in compliance of the Securities and Exchange Board of

India Act, 1992 ("SEBI"), and the rules and regulations made and the circulars issued

thereunder.

4. ACCOUNTING TREATMENT

4.1 Upon the Scheme becoming effective, investment, aggregating to Rs. 2,745.67 lakhs, in the

Company's equity shares currently held by "Welfare Trust" and Nav Energy Private Limited"

respectively, and accounted as "Treasury Shares", shall be cancelled, with corresponding

adjustments by way of a debit to the outstanding (a) paid-up equity share capital to the tune of

Rs.254.94 lakhs and (b) General Reserves to the extent of Rs. 2,490.73 lakhs.

4.2 The Company will comply with all the accounting policies and accounting standards, as

applicable in relation to the accounting treatment for the reduction of capital in terms of this

Scheme.

5. MINUTE

The Form of minute, approved by the Tribunal to be delivered to the Registrar of Companies for

registration under Section 66{5) of the Companies Act, 2013, is as follows:

The Paid-up capital of Nava Bharat Ventures Limited is henceforth Rs. 32,69,40,000 {Rupees

Thirty Two Crores Sixty Nine Lakhs Forty Thousand only) divided into 16,34,70,000 {Sixteen

Crores Thirty Four Lakhs Seventy Thousand only) equity shares of Rs. 2/- (Rupees two only)

each fully paid up reduced from Rs. 35,24,34,040 {Rupees Thirty Five Crores Twenty Four Lakhs

Thirty Four Thousand and Forty only) divided into 17,62,17,020 (Seventeen Crores Sixty Two

Lakhs Seventeen Thousand and Twenty only) equity shares of Rs. 2/- (Rupees two only) each.

6. IMPACT OF THE SCHEME ON EMPLOYEES/WORKERS

The Scheme of Reduction of Capital would not affect the employees and workers of the

Company in any manner and their service shall be continuous and they would continue to enjoy

the same benefits as they used to before the Reduction of Capital.

7. IMPACT OF THE SCHEME ON CREDITORS

The creditors of the Company are in no way affected by the proposed reduction of the equity

share capital as there will be no reduction in the amounts payable to any of them. The

reduction of capital would not in any way have any adverse effect on the Company's ability to

honour its commitments or meet its liabilities in the ordinary course of business. The Scheme

does not in any manner alter, vary of affect the rights of the creditors.

8. LEGAL PROCEEDINGS

The Scheme would not affect any legal or other proceedings by or against the Company,

pending or arising, but the proceedings may be continued, prosecuted and enforced by or

against the Company in the same manner and to the same extent as it would be or might have

been continued, prosecuted and enforced by or against the Company prior to the Scheme.

8

9. CONDUCT OF BUSINESS BY COMPANY

The Scheme does not involve any financial outlay I outgo and therefore, would not affect the

ability or liquidity of the Company to meet its obligations/commitments in the normal course of

business. Further, this Scheme would also not in any way adversely affect the ordinary

operations of the Company during the course or after the approval of the Scheme.

PART Ill- GENERAL TERMS AND CONDITIONS

10. APPLICATION TO THE NATIONAL COMPANY LAW TRIBUNAL

The Company hereto shall, with all reasonable dispatch, make an application under Section 66

of the Companies Act, 2013 read with National Company Law Tribunal (Procedure for reduction

of share capital of Company) Rules, 2016 to the National Company Law Tribunal, Hyderabad

Bench for sanctioning the Scheme.

11. MODIFICATIONS/AMENDMENTS TO THE SCHEME

The Company by its Board of Directors or such other person or persons, as the Board of

Directors of the Company may authorize, may make and I or consent to any modifications

/amendments to this Scheme or to any conditions or limitations that the National Company

Law Tribunal or any other competent authority under law may deem fit to direct or impose or

which may otherwise be considered necessary, desirable or appropriate by them or the Board,

including the withdrawal of this Scheme.

The Board of Directors of the Company shall take all such steps as may be necessary, desirable

or proper to resolve any doubts, difficulties or questions, including interpretation of the

Scheme, whether by reason of any directive or orders of any other authorities or otherwise

howsoever arising out of or under or by virtue of the Scheme and I or any matter concerned or

connected therewith. The power of the Board to modify/ amend the Scheme shall be subject

to the approval of the National Company Law Tribunal.

12. CONDITIONS PRECEDENT

This Scheme is and shall be conditional upon and subject to:

(a) The Scheme being approved by the requisite majority of the members through a special

resolution as required under the Act.

(b) The Scheme being approved by the creditors of the Company as prescribed under the Act

and/or as may be directed by NCLT and/or any other appropriate authority as may be

applicable.

(c) The Company, being a listed entity, obtaining the "No-Objection" letter or "Observation Letter"

from the stock exchanges under Regulation 37 of SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015 or any other applicable provisions or rules for the time being

in force.

(d) The sanction of this Scheme by the National Company Law Tribunal, Hyderabad Bench.

(e) All other sanctions and approvals as may be required by law in respect of this Scheme being

obtained.

13. EFFECTOF NON-RECEIPT OF APPROVALS

In the event of any of the said sanctions and/or approvals in Clause 11 not being obtained

(unless otherwise released by the Board of Directors) and I or the Scheme not being sanctioned

by the National Company Law Tribunal or any other competent authority, this Scheme shall

become null and void and the Company shall bear and pay the costs, charges and expenses

for/or in connection with the Scheme, save and except in respect of any act or deed done prior

thereto as is contemplated hereunder or as to any rights and / or liabilities which might have

arisen or accrued pursuant thereto and which shall be governed and be preserved or worked

out as is specifically provided in the Scheme or as may otherwise arise in law.

14. STATUTORY COMPLIANCES

Pursuant to the Scheme of Reduction of Capital, the Company shall file the requisite forms with

the Registrar of Companies, stock exchanges and other statutory authorities.

15. SEVERABILITY

If any part of this Scheme hereof is invalid, ruled illegal by any appropriate authority of

competent jurisdiction, or unenforceable under present or future laws, then subject to the

decision of the Board of the Company, such part shall be severable from the remainder of the

Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part shall

cause this Scheme to become materially adverse, in which case the Board shall attempt to bring

a suitable modification in the Scheme. The Board of Directors of Company shall be entitled to

revoke, cancel and declare the Scheme of no effect, if the Board of Directors is of view that the

coming into effect of the Scheme could have adverse implications on Company.

10

16. COSTS, CHARGES AND EXPENSES

All costs, charges, taxes including duties {including the stamp duty, if any, applicable in relation

to this Scheme), levies and all other expenses, if any, of the Company arising out of or incurred

in carrying out and implementing this Scheme and matters incidental thereto shall be borne

and paid by the Company.

17. MISCELLANEOUS

Notwithstanding the reduction of capital of the Company, the listing benefits of the Company

on all the stock exchanges where the existing equity shares of the Company are listed shall

continue and the Company will comply with the applicable provisions of the listing agreement

with the stock exchanges for listing and trading of shares.

Date: August 8, 2019

Place: Hyderabad

For Nava Bharat Ventures Limited

'Y. Company Secretary &

Vice President

11

ANNEXURE- 3

Pfot No, Near South indian lnl,,c>nn,an<:> - 500 Ph: 040-

nu on

Valuation

Brief about ;\'1/s Nava Bharat \/en lUres

Board of Directors and KJ'v1Ps oftbc on Valuation

Fair Value per

Hl

\/ aluation of share Bhara1 \ Lirnitcd

'v'ahJdlion or

Valuation of shan:

(Securities or

Valuation Date

Valuation Conclusion

06/08/2019

Jjmitcd

Value and value

Fair value per Share

Rs, 139,64/~

Statcrnent

Prcarnblc

n

Ventures

Nava Bharat \/cnturcs Lirnitcd is

f~ rv·1.rw \l (3-/\.N(.J/\_[)l-li\_R./\ f~.l\.C) ()r I.:·it1.tl11c.i£tl ltavc

been appointed ivt/s Nava Bharat Ventures to detennine the fair value

Shares or the company for proposed reduction of share capital in con1phance with the

applicable of Companies i\ct 2013,

3

n

Brief about TVlls Nava Hhanrt ·ventures Limited

lV1/s Nava Bharat Ventures I3rnited having Registered

Chambers. R;;~i Bhavan R.oad, flyderabad - 500082

at 6~3~ I 1 09/L Nava Bharat

\Vas incorporated fm 07/l l /1972.

The CIN Bharat Ventures !jm!tcd is 101

plants, Ferro l'·llining, Agribusiness and Healthcare.

As on of the con1pan)' is Rs,

up Share

{Jr Rs,

Bharnt Ventures Urn itcd are

Stock

shares of Rs. each and the

NSE: NBVF:.N'rtJRES IS1N: INI:725AO 022

BSf:: 51 INE725A01022

Shares ~~r

:} ar;d

IS

pO\VCr

Share

Nava

n

n

or Financial Assets)

Hoard of Directors and KJVlPs of the Company as on Valuation Date

Name

Ramakrisl1na Prasad Gorthi

Hari Babu 'fhokaia

Rt~iu Vegesina

Category

r:xccutivc Director

Director

Director

Director

Director

5

nu

Valuation I\lcthodology

'fhere arc sevz~ral coinmonly used and ac(~epted ....... .,.,_/,_.,, determining value of the

shares company "''hich are mentioned hereunder:

• Net Asset Value rvletbod

• Dividend Yield ~;lethod

• rv'1arket,Va!ue Method

• Value .. ,,.,.,.,n,,.n

• Discounted Cash Flow Iv1ethod

the Supreme in As per

the case

Case

of valuation

Hindustan L.ever Llnion v/s liindustan Lever Limited. l995 c·,_.m;

the Court

Value

the valuation

a '-''·.03HV3Ht.>U'-.n'

and i\'1arkct Price , .. ,.,,.,.,,.,.,

The assessment

purpose and based on the

method or

cums.tai1Ce~s of the case. a

or a combination

valuation i.e. ·'Nava Bharat Ventures Ljn1ite~:r company with

listed on BSE & NSE. 'rhe highest trading volume in respect the equity

Bharat

preceding the relevant date.

6

Value}.

that

under

arc

26 vv·eeks

n

\Ve have considered the merits and demerits Qf the tnethods referred to above tn

the most

viz.

methods suitable for the

• iVJarket Prh:c lVlcthod: The market prke '""""'·"·'"' is

in case of Equity shares

the market value is rd1eetion of

\'aluation as per tmHl~nm::nta!

Incthod

t'!v;,;-"''I''' as thal

the company arc

\Ve have considered to value the equity shares of "Nava Bharat Ventures Limited·~

tnethod. The the share under method is on

the of:

the \\'Ceks.

relevant date,

average nJ tne

sha.res the two \\eeks

the relevant date.

ll1c value share of Bharat Ventures under .\1arket Price

Method is Rs.99,59

7

n

nu

• Earning Capacity Value (ECVJ 1\lethod:

Profit Bef()re Tax the pre:cei(lJng Years Le, starting from 0! st 20 J 6 to

June 20 J. 9 is adjusted lew certain

operating incorne and expend hurcs, non

indud1ng prior period items , non

and extra ordinary and

and t() arrive f;'utllfC

and non deducted frorn to

the

value \Vith total number

'fhe value of share of Nava Ventures under

Method is Rs. I 5 L23

of Value iV1ethod is in Annexure-2

• Net Asset Value (NAV) IV1ethod: the a concern under

Jncthod is arrived at H"lll'i''r-1';1!./rnn· on the

of the on

m isccHaneous expe!:ldltWT:~ if any and cstin:mtcd

Uabilltics on account of ,,~,-.,ntrnH''"' 1 "'"'''JUlHV·~-

value share Bharat Ventures Limited under Net Val.ue

Method is Rs. 196.55

The ctfNet Asset Va!uc '"'/'"·n~--.. 1 is in I\nnexure-3

n

(Securities

For the purpose of dcterrnining the 1::air Value per Equity Share of l\'l/s Nava Bharat Ventures

Lirnited, \Ve have considered the weighted average of value per share obtained under

Price N1ethod~ I:arning Capacity value attd Net

presented hereunder.

~Fait· Value J>t'r Share (In Rs.)

As per the above

the value of n.s.13~i.64/--per each

Lhnitcdis considered to be appropriate,

Place: Hyderabad

Date: ms,.OS-20!9

9

Value (NAV) ~1ethod. same

of share

share of lVl./s Nava

IlUH/RV/06/20 19110709

nu

Appendix A-Statement of Assumptions and Lilniting Conditions

pertaining to the estimate ~fhe prima.r)' assumptions and limiting

conclusion(s) stared in the detailed Valuation

assurnpt!ons arc cited elsewhere in the report.

are summarized bc!c!\v_ ()ther

I) ·rhe ···•r"'"'~''"'''""'" of value arrived at is valid fhr the purpose as of the

date 06.()820 19

Our ""'"''""'''""''·''·''-'"""" completing this rmt

upon the i"II'.'\!Pin!"H'H.P1YI ()f in

cause of the the the amount

attainment of a

to the

\\;e and our tn

con '"Indian V~duation Standards'~ (]VS) issued

Chartered A.ccountants of India (]CAl), sets out that the valuation

ga$:ternei1I is ''to express an unan1biguous as to the of a

interest security <)r asset \Vhich opinion is all

procedures that the appraiser deems relevant to the vaJua.tion." Also to

the Standard in a valuer can or

rnethods dee1ncd in under the

a

amount or a range.

Vv'e have not made an any of the assets or

of the , ___ .,_,,.,p._ ... conducted an or due

10

5) Financial statcn1ents and other related inforrnution

Ventures Lirnitcdor their rcpresemati·ves, in li.1c c<Jursc

accepted any verification as

business conditions and operating results for the respective

nu

ha,·c been

specifically noted herein. \Vc have not or colnpilcd the

V:/C express no audit opinion or any other

6) Public tlnd industry

sources we believe to be

infbnnation have been

Hmvevcr. \VC no

from

as hJ the

or and have perf(mned no t()

corroborate the infbnnation.

7) 'fhc

use of our

used

and the cone

the sole and

purpose or

(lf

value arrived at therein arc the exdusivc

therein. rmry not be

the a.nd. should not

the reader to be invcstn1ent in an: rrumncr what CVeL rhc

represents the us on m

Nava Bharat Lin1itecL

not l iln itcd

testimon) or attendance in court. not be of V

Cha.rtered Acccmntants. unless n•·,-.• .,,,,."'" arnmgernents have been rnadc in

9) \Vc conducted the current managernents

V cntures Lirnited concerning the and prospective results of the

company ln the process of validation of information assumptions in .. ,."".·""·'"'

the financial infi..!rmation provided to us.

1.1

u

10) as \VC have relied on the rer<Jrc,se:ntattlcms O\Vners,

other third concerning the vnJ ue and rea!

estate, investn1ents or

liabilities, as specifically to the in this report. \Ve not

Httemptcd to confirm whether all assets of the business are free and dear

encumbrances or the entity has to aU assets.

11) not comprise an

in accordance \vith Yvhich is

st;::nernents or

no

accuracy and conUJietetle~;s t)f other

data \(} us others. \\/e assume that the financial and other

accurate and \VC have relied on this

()!'

on the program of

\vas

f()r the purpose.

12

nu

or Financial Assets)

!3) LJnless othcnvise stated in the rcpon, the valuation of the business has not "'V''""""'""·' or

incorporated the potential econmnic gain or

liabilities. or events existing as of the valuation date.

resulting from assets.

14) During the course (Jf the valuation, \VC ha\Ie considered int(:mnatkm

company's managements and other parties. \\le believe these sources to

no ilrrther responsibility is assumed for their accuracy.

15) \Ve

·valuation

J 7) Our

no responsibility or

subsequent to the

be rel icd upcm any

18) f'hc

or organization have

which the v•-''""·''' contained in

or

or can

IS

in a or nun nor

of occupancy, consents. r1r

state. or national or

obtained or reviewed any use on

19} I (We) have no financial interest or conternplated financial interest in tlre '-""'ll+'(H!il..·,.,

Place: lJyderabad

Date: 08*08-20 19

report

V·W·d Auv· V G;~G;/\DHARA I{ R£GISTERED VALUEI<

IHBI/RV/06/20 19/l 0709

n

Annexun.~ ~I

Valuation of equity share of Nava Bharat Ventures limited Under Market Price Method l ------------~--------------)

nu n

15

Annexure- 2

of Nava Hhar:at Vcnturt~s Limited Cap~H:ity Value (l'f~CV) method

nu

(/\,mount in Rs in

Particualrs

PB1'(as per

a) Lc1ss on sak~ of assets

c) Investments written off

d) Provision fen· other financfa! usse:s

e) .Fair value !oss on mvcsm1cnt::< n Imerest on lO\\Urds site restoration

)en>rec:Jatwn on In\

in fair value of investments

b) Gain on sale of investrnems

c) Dividend Income

1\djustcd PBT

1.39

94.46

49.18

17

tst Apr 2018- 31st !Vlar 2tH9

6Lt58

4.28

1,163.28

180.79

L3lL97

lst AJH' 2017~ 31st i\'hr 2018

3~L76Iloil

O.l

J8Al

n

tst .July 2016-3lst Mar 2(r!7

87.62

27.00

! 86.7!

8lO.Cil

383.68

jJ}l5.90

524.48

nu

Note-2

\Vdghtt•d Average PE

Industry

Ferro Alloys

JFCA Valuer

Assets)

19

nu

I.,tJn}; tc:rrrl lt)J.i1:>

OltK'' 1\n;Hh.~\al

Total \Ai

C'urn:nt Assets

C'um:rn ta\. ttssets( !\.~d \

()ther current assets

rota! {HI

Total Assds (' I. A:" Hl

Less: Curn~nt LialliHties

Short Term

nu

l L873.

260,755.94

l0Jl5l.72

20

·rotal (D)

Less: Non-Current Liabilities

Term Provisions

()ther non rurrent liabilities

Total (E)

Total Liabilities (F=J)+E)

Net Assets (G=C~F)

No. of Shares

NAV Per Shan• (lNR)

NAV Per Shan~ ONR) ....................................................................

301,818.78

20A93.65

7,:162.82

tm account of consoiidalk>n is r1ol considered as asset.

2:1

n

123,570.41

334,375.26

457,945.68

397.826,90

46 .. i9J~!

4,747.39

\u;..:ust. 2!ll9

fhc: Bu<trd of Diredors Nava Bh:H·at V<·nturt·s Limited, (}.,;

0 1109/l. Nava Hharat Chamh(•rs, Ra,jhhavan Road~ Hydcrahad, 'l'ehtug;tn;l, 500082

Sub: Fairn~ss opinion on the valuation carried out by f\1r. V CJAN(Ii\D!IAR/\ RAf)

ANNEXURE- S

f<w rn·otWst~d ntpihtl redu(·tion for 1\ava Bh~u·at Vcntun,•s Limhed utHkr Se(•tiun (}() read wiUt rckvant

prmiisions of the Compan ie'i Att 20 l3

to ~h "!<lSI'). \\iH.:n:in i'\.:t\:l Blur;u \t'11\UlT'i l \mited has rcquc..;tcd th to cq) tht· v:du<ltinn carried 1HI\ h.\ \h.\ (!c\\{ u\D!li\lt\ !\;\() \. Vulutr for p<;•r shan.:

imit-::d f'''\B\'L"i

I. BA(:l~(;ROlNO OF '[HE: ('0\lPt:\ N\

I .l l ht~ in tlh.:: htr>ines:.; ur power and (J8:\1

$T\ ice:·,. ! 1h_; i\ 111 bu:>ine:.,s t~w li.HH .Jc~:ades and npcrat~..·:,

Nava Bhanu \\:murcs I in!lted, is a public limited ~..:un1p;m;. Prlin· a1 <>-3-11 U9!, ~\~!\tl Bharat Charnbers.

91 -40 2340351H. ~uh.l Fax: t 91 40 234030 LL (}}\(J 6688 6 !2 L !he C'l\1 (1!' the lOlfCi!972Pi ('OOJ),_t9 !h. .. · ('<1mpany \\ac:; as ··N,na Bharat FernJ

under the ,,j ( Fun her. the munc nf 1hc ( '"Y'•~···,,n\.

tu ":\;l\;l Hh;lr<H \rntw\:c., Li1nitnf' \ i~k ~..:cnitfL:ate 1)f thllllc daled llf. 2006 i:-,suL'd o! \ndhr;t Prade.'ih. l Sli<HTS (11 Cornpany ;~re lisJed on

oi lndi:i l !rnitcJ

iH) the dak c•l' this t·,:port. rl\v prp·nol.u ;md pnnnuk! gr<Jup lh)U •l),)(,o;, out the up of R>; 352'-f .. ;.f bkJr-s and ).f..lPii i~. held l;; the ·-;hnrehnldvrs

2. SCOPE ANO PCRPOSE OF THIS REPORT

2. t \\\: tmderstand th~ll the Board cd Directors ur NBVI. ;~rl:. n:fhtclinn under Section 6(1 $l Act 20 l :1 u with the NC.'L and have obtained a valuati()n date<..l .i\ugusl.

1019 from Mr. \ GAN(iADIIJ\R/\ Rc\(J N. Valuer referred to us '·Vu!ucr''! to i:trrhc at lhc

sf\) z:

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'i!tilj.11l[\1.!

' () •-., ~->;,Jt 1.!! t' t

Ji• Uoi)\:np'\ ;>i.j1 uu •.;s,>tUW.l i' 11\\l<.jtl' 'lJ !<... f'•i \t'lj ] \}!\ 'i!VLU,):-ct'UI'Ill ;)lp 'W'•[l:";!U\HU ·.;np i.lf

and :c:~;~m>r:!i hu·,itJt'>;:; ;md C\.'(lnomi,.· conditi<lll\. nr;m> of \\hi~.·h un: the unnrn! o!

).2 It is cnh.:kd to d l~tir and n:~IS\llUhlc th<tL the fin<d nuki>tllt'

htll

5.; \Ve lw1.c ob:>lT\ cd lhi!l

Value :\Jhl Bonk \ JhH.~. \<Iluc dcttTm!!!cd fron1 ;111)

the comp<Jn). Hi·:; <th1l !ltl<it!'\ cd !Jul the Ltir :md rcn:•nn;lhk~

(,, VALUATION REP(H{I

\lr. V 0/\?\CI<\DIL\R/\ lL\0 \.

llld} k;~d 111 di ffcn:n~:c in !he \aluuliPlL

tH' :1 l'nrnbinatinn of\ ;trious mcthud:-;, in ::-.uch PldlJncr

each of the rndhud·-.;

·\\cr:.\[1(~ (lr \brk(;;•t Valu~:. l'roi1t

. \\ill more than not rml(~:;d the fll<hk· 1\ hich arc e\lcnu! !(tetorc; and arc dw (>onrroi ur

mo\1 ell the v~ducrs !IF

capital reduction as l{s.l39A7. !lmvcvcr \\C have l(lllo\\Cd the belt)\'>

''VALUE PEl{ SilAnE OF NA \'A BHAHA'l VENTUIU~S LlMil'EI)

Based on t.he rJf NI.JVl and subject to the asswnptions and lirnitntions dt·scribed in this

report value rx~r equity share ~~s nn the valuation dat(': is as follows:

Partie-ulan:; Value fH.'t· sha r·e in IN H

Equity value of NBVI.

shan.:• of N I3 VI

Wt~ the fair value August, 2019

is INH 145.89.~'

7. OPINION

On th~.~ lxr!)is of the \a!uatidn rqHlrf ;1nd the and LilTJiUHlons mentioned in this report, \VC an.: of tht' that the ,,dtK' per ~han: arrin:·d b) \Jr. \ (;/\NGi\DilARA R/\0 N, Registered V;iluer is

1). Balraj Assistant General

Sbardmldcrs of \B\l "·

3 Clf 5

CakuhtHon of Nt•t asset VahH'

Non f::urrcnt Assds F'!x,~d Assets

Tangible i\ssels

Investment f>ropert:,

lntangibic assets other than (ioo<hvill

(';tpita! \\'nrk-in-Progrc<.;s

Lkffcrrcd tax nei}

Current l nvestmcnls

Long term loans & :1dvances

()ther llnanciai a')sets

(Jtllcr Non Current /\sSt'b

Total (A)

Current Assets

Inventories

·rradc Receivables

('urre!H lnvestrnents

Other financial assets

Short term loans & advam:es

('urrem tax assets( Net)

()thcr current assets

Total (B)

Total Assets C (A·+H)

2.288.97

6(}3.28

5.78

11.659.

Lll3.2J

3.!70.96

39.142.21

l TLJ4l JJK

! l 75

1.054.54

2L lO

507

9.442A9

595,016.64

260,755.94 855.772.58

4 ot 5

L•:ss: ('urn:nt ljahilitics

SlH:wt Term

·rradc payablcs

Other tinancralliabilitics

Short tcnn pr<n isions

C>ther ('mTt'nl Liabilities

C\HT<.:nt ta.'\ I lab! I iti~..:~ ( ncu

Total (U) l.<~ss: Nou-Curr .. •nt Liabilities

Long tern1 born}\Vings

OtiK~r financiallial)ilities

Deferred tax liabilitics(Ncl)

L(mg 'f'crm l)rovisions

Other ncm current liabilitic:;

'fotal (E) 'I otal Liabilities ( F,-,,ll+E)

Net Asst•ts ((;:~C'-F}

\linorit; interest

lt~ss:t'ot!1i11f!Cil1 liabilit)

N(~t Assets Attdbutahle to CfJuity sharcholdcrs(l)

of r:quity SharCti

N A V Per Sluu·e

NA. V Per Sluu·e

14.5&5.48

l 0.051 .T1

l. 7!

1.,100. 74

301.8!8.78

4.600.02

20A93.65

7A6::uc

123.570.41

3.34,375.26

457~945.68

397.826.90

if6.7l9.8l 4.747.39

346,359.70

!.762.17 196.55

5 of 5

Pre-shareholding pattern as on August 9, 2019

1 Name of Listed Entity

2 Scrip Code/Name of Scrip/Class of Security

3 Shareholding Pattern Filed under Reg.31(1)(a)/Reg.31(1)(b)/Reg.31(1) (c)

a. If under 31 (1)(b) then indicate the report for Quarter ending

b. If under 31(1)(c) within 10 days of Capital restructuring

4 Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:

Particulars

1. Whether the Listed Entity has issued any partly paid up shares?

2. Whether the Listed Entity has issued any Convertible Securities or Warrants?

3. Whether the Listed Entity has any shares against which depository receipts are issued?

4. Whether the Listed Entity has any shares in locked-in?

5.~"~~~2-':~Qy:~hares held by promoters are pledged or otherwise encumbered?

~~ \1 \.' \

5 -~~rrnat for disclosure of holding of specified securities is as follows:-.~

ANNEXURE- 6

Nava Bharat Ventures Limited

NSE: 'NBVENTURES'/EQUITY

BSE: '513023'/'NBVENTURES'/EQUITY

Yes

Yes No

No

No

No

No

No

For NAVA BHARAT VENTURES LIMITED

/trd~ ~N.Raj.u

Company Secretary & Vice President

CD

Table I· Summary Statement holding of specified securities

Cate-gory Category of Nos. of No. of fully No. of partly No. of Shares Total Nos. Share holding Number of Voting Rights No. of Shares Shareholding No. of Locked in No. of Shares Number of

Shareholder Share- paid-up paid-up underlying Shares as a % of total held in each class of securities Underlying as a % assuming Shares pledged or otherwise Equity Shares

holders equity shares equity shares Depository held no. of Shares No. of Voting Rights Total Outstanding full conversion encumbered held in

held held Receipts (calculated Class Class Total as a% of Convertible of convertible No. As a% of No. As a %of dematerialized

as per (A+B+C) Securities securities (as a total shares total shares fonm

SCRR, 1957) (including %of diluted held held

Equity Pref. Warrants) share capital) (a) (b) (a) (b)

(I) (II) (Ill) (IV) (V) (VI) (VII)= (VIII) IX) (X) (XI) = (VII)+(X) (XII) (XIII) (XIV)

(IV) + (V) +(VI) Asa%of Asa%of

(A+B+C2) (A+B+C2) (A) Promoter & Promoter Group 17 80,285,957 0 0 80,285,957 45.56 80,285,957 0 80,285,957 45.56 0 45.56 0 0.00 0 0.00 80,285,957

(B) Public 24,991 93,131,063 0 0 93,131,063 52.85 93,131,063 0 93,131,063 52.85 0 52.85 0 0.00 NA 92,170,341

(C) Non Promoter- Non Public NA

(C1) Shares underlying DRs 0 0 0 0 0 NA 0 0 0 0.00 0 NA 0 0.00 NA 0

(C2) Shares held by Employee Trusts 1 2,800,000 0 0 2,800,000 1.59 2,800,000 0 2,800,000 1.59 0 1.59 0 0.00 NA 2,800,000

Total 25,009 176,217,020 0 0 176,217,020 100.00 176,217,020 0 176,217,020 100.00 0 100.00 0 0.00 Ol 0 175,256,298

(!;)

Table II· Statement showing shareholding pattern of the Promoter and Promoter Group CategOI)' & Name PAN No. of No. of Partly paid-up Nos. of Total Nos. Shareholding Number of Voting Rights held in No. of Shares Shareholding Number of Locked Number of shares Number of of the Shareholders Share- fully paid-up Equity Shares Shares Shares of % calculated each class of securities undertying asa%assuming in Shares pledg<Jd or Equity Shares

holders Equity Shares held underlying held as per SCRR, Outstanding fulll conversion otherwise held in held Depository 1957 Convertible of convertible encumbered dematerialized

Receipts No. of Voting Rights I Totalasa% Securities securities {as a Asa%of Asa%of form Class Class Total of Total Voting {including %of diluted No. total shares held No. total shares held Equity Pret rights Warrants) share capital (a) (b) (a) (b)

(I) (II) (Ill) (IV) (V) (VI) (VII= (VIII) (IX) (X) (XI) =(VII) +(X) (XII) (XIII) (XIV) IV+V+VI) Asa%of Asa%of

(A+E+C2) A+E+C2 (I) Indian

(a) Individuals/Hindu Undivided Family 10 31,283,646 0 0 31,283,646 17.76 31,283,646 0 31,283,646 17.76 0 17.76 0 0.00 0 0.00 31,283,646 Name:

Mr. Devineni Ashok ABVPD5737F 2.226,000 0 0 2,226,000 1.26 2,226,000 0 2,226.000 1.26 0 1.26 0 0.00 0 0.00 2,226,000 Mrs. Devineni Ramaa ACGPD0277Q 523,230 0 0 523,230 0.30 523,230 0 523,230 0.30 0 0.30 0 0.00 0 0.00 523.230 Mr. Ashwin Devineni AFKP08669R 3,565,212 0 0 3,565,212 2.02 3.565,212 0 3,565,212 2.02 0 2.02 0 0.00 0 0.00 3,565,212 Mr. Nikhil Devineni AMWPD4181F 2,550,000 0 0 2,550,000 1.45 2,550,000 0 2.550.000 1.45 0 1.45 0 0.00 0 0.00 2,550,000 Mrs. Devinenl Bhaktapriya ACYPD2219G 9,802,900 0 0 9,802,900 5.56 9,802,900 0 9.802.900 5.56 0 5.56 0 0.00 0 0.00 9,802.900 Dr.Devineni Rajasekhar AAKPD7740C jointly with Mr. D.Ashok 15,630 0 0 15,630 0.01 15,630 0 15,630 0.01 0 0.01 0 0.00 0 0.00 15,630 Mrs. AlluriNilima AAKPAB609F 1,050,000 0 0 1,050,000 0.60 1,050,000 0 1,050.000 0.60 0 0.60 0 0.00 0 0.00 1,050,000 Mr. Pinnamaneni Trivikrama Prasad AENPP0497F 3,850,488 0 0 3,850,488 2.19 3,850,488 0 3.850,488 2.19 0 2.19 0 0.00 0 0.00 3,850,488 Mr. Pinnamaneni T rivikrama Prasad (HUF) AAGHP6929M 702,630 0 0 702,630 0.40 702,630 0 702.630 0.40 0 0.40 0 0.00 0 0.00 702.630 Mrs. Pinnamaneni Rajashree AAOPP2417L 6,997,556 0 0 6,997.556 3.97 6,997.556 0 6,997.556 3.97 0 3.97 0 0.00 0 0.00 6,997,556

(b) Centra! GovemmenVState Govemment(s) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 (c) Financial Institutions/Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 (d) Any Othe~spe<:lfy)

Name:

(I) Bodies Corporate 6 39,055,291 0 0 39,055,291 22.16 39,055,291 0 39,055,291 22.16 0 22.16 0 0.00 0 0.00 39,055,291 Nav Developers limited AAACN7350B 16,093,517 0 0 16,093,517 9.13 16,093,517 0 16,093.517 9.13 0 9.13 0 0.00 0 0.00 16,093,517 A.N.Investments Private Limited AABCA9109Q 9.288.074 0 0 9,288,074 5.27 9.288,074 0 9.288.074 5.27 0 5.27 0 0.00 0 0.00 9,288,074 S.R.T.Investments Private Limited AACCS8358J 7,087,000 0 0 7,087,000 4.02 7,087,000 0 7,087.000 4.02 0 4.02 0 0.00 0 0.00 7.087.000 A9 Homes Private limited AAECM5096P 2,264,000 0 0 2,264,000 1.28 2,264,000 0 2,264,000 1.28 0 1.28 0 0.00 0 0.00 2,264.000 V9 Avenues Private limited AAECM4722C 2,219,980 0 0 2,219,980 1.26 2,219,980 0 2.219,980 1.26 0 1.26 0 0.00 0 0.00 2,219,980 AV Dwellings Private limited AAECM47218 2,102,720 0 0 2,102,720 1.19 2,102,720 0 2,102,720 1.19 0 1.19 0 0.00 0 0.00 2,102,720

ii)Trust 1 9,947,020 0 0 9,947,020 5.64 9,947,020 0 9,947,020 5.64 0 5.64 0 0.00 0 0.00 9,947,020 Name:

Nav Energy Private limited {Holding Shares of the Company {NBVL] for the benefit of the Company (NBVL)) AABCN3524A 9,947,020 0 0 9.947,020 5.64 9,947,020 0 9.947,020 5.64 0 5.64 0 0.00 0 0.00 9,947,020 Sub-Totai(A)(1) 17 80,285,957 0 0 80,285,957 45.56 80,285,957 0 80,285,957 45.56 0 45.56 0 0.00 0 0.00 80,285,957

(2) Foreign

(a) Individuals (Non- Resident Individuals/ Foreign Individuals) 0 0 0 0 0 0 .. 00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

(b) Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 (c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 (d) Foreign Portfolio Investor 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 (e) Any Other (Specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

Sub-Total (A)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 Total Shareholdlng of Promoter and Promoter Group A • (A)(1) + (A)(2) 17 80,285,957 0 0 80,285,957 45.56 80,285,957 0 80,285,957 45.56 0 45.56 0 0.00 0 0.00 80,285,957

Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in dematlunclaimed suspense account, voting rights which are frozen etc.

Note:

(1) PAN would not be displayed on website of Stock Exchange(s). (2) The tenn "Encumbrance" has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Table Ill· Statement showing shareholding pattern of the Public Shareholder ~

Category & Name PAN No. of No. of Partly paid-up Nos. of Total Nos. Shareholding Number of Voting Rights held in No. of Shares Shareho!ding Number of Locked Number of shares Number of of the Shareholders Share- fully paid-up Equity Shares Shares Shares of % calculated each class of securities underlying as a % assuming in Shares pladgad or Equity Shares

holders Equity Shares held underlying held as per SCRR, Outstanding fulll conversion otherwise held in held Depository 1957 Convertible of convertible encumbered dematerialized

Receipts No. of Voting Rights Total as a% Securities securities {as a Asa%of I As a% of form Class Class Total ofT olaf Voting (including %of diluted No total shares held No. total shares held Equity Pref. rights Warrants) share capital (a) (b) (a) (b)

(I) (II) (Ill) (IV) (V) (VI) (VII= (VIII) (IX) (X) (XI) =(VII) + (X) (XII) (XIII) (XIV) IV+V+VI) As a% of

I A+B+C2

(1) Institutions

(a) Mutual Funds 4 16,187,472 0 0 16,187,472 9.19 16,187,472 0 16,187,472 9.19 0 9.19 0 0.00 NA 16,187,472

Name (Holding above 1%) NA

UTI- Core Equity Fund AAATU1088L 1 7,114,794 0 0 7,114,794 4.04 7,114,794 0 7,114,794 4.04 0 4.04 0 0.00 7,114,794

IDFC Equity Opportunities Fund- Series 4 AAETS9556K 1 9,032,374 0 0 9,032,374 5.13 9,032,374 0 9,032,374 5.13 0 5.13 0 0.00 9,032,374

(b) Venture Capital Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Name (xyz) NA

(c) Alternate Investment Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA c Name (xyz) NA

(d) Foreign Venture Capital Investors 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA c Name (xyz) NA Foreign Portfolio~ Corp.

(e) (previously Foreign Portfolioo Investors} 58 21,132,198 0 0 21,132,198 11.99 21,132,198 0 21,132,198 11.99 0 11.99 0 0.00 NA 21,132,198

Names :(Holding above 1%)

Morgan Stanley Asia (Singapore) Pte AAECM3575F 1 4,221,805 0 0 4,221,805 2.40 4,221,805 0 4,221,805 2.40 0 2.40 0 0.00 NA 4,221,805 Retail Employees Superannuation Pty Umited as Trustee for Retail Employees Superannuation Trust AABTR1250N 1 3,381,806 0 0 3,381,806 1.92 3,381,806 0 3,381,806 1.92 0 1.92 0 0.00 NA 3,381,806 East Bridge Capital Master Fund Ltd AACCE9888M 1 1,815,676 0 0 1,815,676 1.03 1,815,676 1,815,676 1.03 0 1.03 0 0.00 NA 1,815,676

(Q Financial institutions/Banks 8 221,819 0 0 221,819 0.13 221,819 0 221,819 0.13 0 0.13 0 0.00 NA 218,409 Name (xyz) NA

(g) Insurance Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0 Name (xyz) NA

(h) Provident Funds/Pension Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0 Name(xyz) NA

(i) Any Other (Specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Name:

Sub-Total {B)(1) 70 37,541,489 0 0 37,541,489 21.30 37,541,489 0 37,541,489 21.30 0 21.30 0 0.00 NA 37,538,079

(2) Central GovemmenWState Government(s)/President of India 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Name (xyz)

Sub-Total (8)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

®

Category & Name PAN No. of No. of Partly paid-up Nos. of Total Nos. Shareholding Number of Voting Rights held in No. of Shares Shareholding Number of locked Number of shares Number of of the Shareholders Share- fully paid-up Equity Shares Shares Shares of% calculated each class of securities underlying as a % assuming in Shares pledged or Equity Shares

holders Equity Shares held underlying held as per SCRR, Outstanding fuiU conversion otherwise held in held Depository 1957 Convertible of convertible encumbered dematerialized

Receipts No. of Voting Rights Total as a% Securities securities {as a Asa%of I As a% of form Class Class Total of Total Voting (induding %of diluted No. total shares held No. total shares held Equity Pre f. rights Warrants) share capital (a) (b) (a) (b)

(I) (II) (Ill) (IV) (V) (VI) (VII= (VIII) (IX) (X) (XI) -(VII) +(X) (XII) (XIII) (XIV) IV+V+VI) Asa%of I A+E+C2

(3) Non--institutions NA

(a) Individuals-

i. Individual shareholders holding nominal share capital up to ~ 21- lakh 23,876 25,750,735 0 0 25,750,735 14.61 25,750,735 0 25,750,735 14.61 0 14.61 0 0.00 NA 24,814,343

ii. Individual shareholders holding nominal share capital in excess of ~ 2/-lakhs. 56 20,321,864 0 0 20,321,864 11.53 20,321,864 0 20,321,864 11.53 0 11.53 0 0.00 NA 20,306,864

Name : (Holding above 1%)

Sunitha Vemulapalli AAIPV61030 1 2,016,630 0 0 2,016,630 1.14 2,016,630 0 2,016,630 1.14 0 1.14 0 0.00 NA 2,016,630

(b) NBFCs registered with RBI 4 19,780 0 0 19,780 0.01 19,780 0 19,780 0.01 0 0.01 0 0.00 NA 19,780

(c) Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0 (d) Overseas Depo~tories (h<Jding DRs) (balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

(e) Any Other (Specify) NA

Names:

i. Bodies Corporate 426 6,006,974 0 0 6,006,974 3.41 6,006,974 0 6,006,974 3.41 0 3.41 0 0.00 NA 6,006,294 ii. Unclaimed Shares Suspense Nc 1 866,665 0 0 866,665 0.49 866,665 0 866,665 0.49 0 0.49 0 0.00 NA 866,665

Iii. Directors and Relatives 12 821,157 0 0 821,157 0.47 821,157 0 821,157 0.47 0 0.47 0 0.00 NA 821,157

iv. Clearing Members 38 77,401 0 0 77,401 0.04 77,401 0 77,401 0.04 0 0.04 0 0.00 NA 77,401

v. Trusts 5 72,372 0 0 72,372 0.04 72,372 0 72,372 0.04 0 0.04 0 0.00 NA 72,372

vi. Non Resident Indians Repatriable 307 706,556 0 0 706,556 0.40 706,556 0 706,556 0.40 0 0.40 0 0.00 NA 701,316

vii. Non Resident Indians Non Repatriable 194 563,464 0 0 563,464 0.32 563,464 0 563,464 0.32 0 0.32 0 0.00 NA 563,464

viii. Foreign Nationals 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA c ix. IEPF 1 320,591 0 0 320,591 0.18 320,591 0 320,591 0.18 0 0.18 0 0.00 NA 320,591

x. Alternative Investment Fund 1 62,015 0 0 62,015 0.04 62,015 62,015 0.04 0 0.04 0 0.00 NA 62,015

Sub-Total (6)(3) 24,921 55,589,574 0 0 55,589,574 31.55 55,589,574 0 55,589,574 31.55 0 31.55 0 0.00 0 54,632,262

T otat Public Shareholding (B)= (6)(1)+(8)(2)+(8)(3) 24,991 93,131,063 0 0 93,131,063 52.85 93,131,063 0.00 93,131,063 52.85 0 52.85 0 0 NA 92,170,341

Details of the shareholders acting as persons in Concert including their Shareholding (No. and%).

Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in dematiunclaimed suspense account. voting rights which are frozen etc.: 866,665 Equity Shares (0.49%) are held in the name of 'Nava Bharat Ventures Limited- Unclaimed Suspense Account' against 1,239 Shareholders in demat form as on August 9, 2019.

-----------------------·-··--····------·······----------

@

Table IV- Statement showing shareholding pattern of the Non Promoter· Non Public Shareholder

Category & Name PAN No. of No. of Partly Nos. of Total No. Shareholding Number of Voting Rights held in No. of Total shareholding Number of Locked Number of shares Number of

of the Shareholders Share- fully paid-up Shares Shares %calculated each class of securities Shares as a %assuming in Shares pledged or Equity Shares

holder paid-up Equity underlying held asperSCRR, underlying full conversion otherwise held in

Equity Shares Depository 1957 Outstanding of Convertible encumbered demateria-

Shares held Receipts No. of Voting Rights Total as a Convertible Securities Asa%of No. Asa%of lized form

held %ofTotal Securities (asa%of No. total shares (Not total shares (Not

Class Class Total Voting (including diluted held Applicable) held (Not Applicable)

Equity Pre f. rights Warrants) share capital) Applicable)

(I) (II) (Ill) (IV) (V) (VI) (VII= (VIII) (IX) (X) (XI) (XII) (XIII) (XIV)

IV+V+VI) As a %of

(A+B-+C2) (1) Custodian/OR Holder

Name of DR Holder

(a) (if available)

(i) abc ... 0 0 0 0 0 0 0 0 0.00 0 0.00 0 0.00 NA 0

(ii) efg ... 0 0 0 0 0 0 0 0 0.00 0 0.00 0 0.00 NA 0 (2) Employee Benefit Trust

(under SEBI (Share based Employee Benefit) Regulations, 2014) NA

(a) Name:

Nava Bharat Ventures Employee Welfare Trust through its Trustee-Barclays Wealth Trustees India Pvt. Ltd. AABTN5934H 1 2,800,000 0 0 2,800,000 1.59 2,800,000 0 2,800,000 1.59 0 1.59 0 0.00 NA 2,800,000

Total Non-Promoter- Non Public Shareholding (C)= (C )(1) + (C)(2) 1 2,800,000 0 0 2,800,000 1.59 2,800,000 0 2,800,000 1.59 0 1.59 0 0.00 NA 2,800,000

Note (1) PAN would not be displayed on website of Stock Exchange(s). (2) The above format needs to disclose name of all holders holding more than 1% of total number of shares (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.

@

Annexure

Table V· Statement showing details of significant beneficial owners (SBOs)

Sr. Details ofthe SBO Details of the registered owner Details of holding/ exercise of right of the SBO in the Date of creation I No. reporting company, whether direct or indirect•: acquisition

of significant beneficial interest#

(I) (II) (Ill) (IV)

Name PAN/ Passport No. Nationality Name PAN I Passport No. Nationality Whether by virtue of: in case of a foreign in case of a foreign Shares % national national Voting rights %

Rights on distributable % dividend or any other

distribution

Exercise of control

Exercise of significant influence

.... --- .

• In case the nature of the holding/ exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column Ill, multiple rows for the same SBO shall be inserted accordingly for each of the categories.

#This column shall have the details as specified by the listed entity under Form No. BEN·2 as submitted to the Registrar.

--

GJ

Name of the Shareholder (FPI)

Wellington Management Company LLP with its PACs

Details of the Shareholders acting as persons in Concert including their shareholding

Name of PAC No. of Holding

Shares %

Retail Employees Superannuation PTY Limited as Trustee for Retail Employees Superannuation Trust 3,381,806 1.92

J.Caird Investors (Bermuda) L.P. 1,693,374 0.96

J. Caird Partners, LP 1,533,518 0.87

Hartford International Equity Fund 919,094 0.52

Advanced Series Trust Ast Wellington Managemeent Hedged Equity Portfolio 573,432 0.33

Wellington Trust Company National Association Multiple Common Trust Funds Trust Global Contrarian Equity Portfolio 542,870 0.31

Wellington Trust Company National Association Multiple Collective Investment Funds Trust II, Global Equities Portfolio 247,253 0.14

The Wellington Trust Company, National Association Multiple Collective Investment Funds Trust, Global Contrarian Equity Portfolio 123,429 0.07

Fundpartner Solutions(SUISSE) S.A-RP-Fonds lnstitutionel- Actions Marches Emergents 79,465 0.05

The Master Trust Bank of Japan Limited as Trustee of Nomura Global Contrarian Mother Fund 25,654 0.01

Total 9,119,895 5.18


N Raju Company Seeretary &

Vice President

®

Post Shareholding Pattern

1 Name of Listed Entity

2 Scrip Code/Name of Scrip/Class of Security

3 Shareholding Pattern Filed under Reg.31(1)(a)/Reg.31(1)(b)/Reg.31(1) (c)

a. If under 31 (1)(b) then indicate the report for Quarter ending

b. If under 31(1)(c) within 10 days of Capital restructuring

4 Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:

Particulars

1. Whether the Listed Entity has issued any partly paid up shares?

2. Whether the Listed Entity has issued any Convertible Securities or Warrants?

3. Whether the Listed Entity has any shares against which depository receipts are issued?

4. Whether the Listed Entity has any shares in locked-in?

~ ~::;:::Whether any shares held by promoters are pledged or otherwise encumbered?

ll~7 if'< • ..,: / ,,

ThetaQular format for disclosure of holding of specified securities is as follows:-

~~:; [CiM&'F•

ANNEXURE- b

Nava Bharat Ventures Limited

NSE: 'NBVENTURES'/EQUITY

BSE: '513023'/'NBVENTURES'/EQUITY

Yes

Yes No

No

No

No

No

No


;rwl" ~ ~V~R:ju

Company Secretary & Vice President

CD

Table I· Summary Statement holding of specified securities

Gate-gory Category of Nos. of No. of fully No. of partly No. of Shares Total Nos. Shareholding Number of Voting Rights No. of Shares Shareholding No. of Locked in No. of Shares Number of

Shareholder Share- paid-up paid-up underlying Shares as a % of total held in each class of securities Underlying as a % assuming Shares pledged or otherwise Equity Shares

holders equity shares equity shares Depository held no. of Shares No. of Voting Rights Total Outstanding full conversion encumbered held in

held held Receipts (calculated Class Class Total as a %of Convertible of convertible No. As a %of No. As a %of dematerialized

as per (A+B+C) Securities securities (as a total shares total shares form

SCRR, 1957) (including %of diluted held held

Equity Pre f. Warrants) share capital) (a) (b) (a) (b)

(I) (II) (Ill) (IV) (V) (VI) (VII)= (VIII) IX) (X) (XI) = (VII)+(X) (XII) (XIII) (XIV)

(IV) + (V) +{VI) As a% of Asa%of

(A+B+C2) (A+B+C2) (A) Promoter & Promoter Group 16 70,338,937 0 0 70,338,937 4303 70,338,937 0 70,338,937 43.03 0 43.03 0 0.00 0 0.00 70,338,937 .

(B) Public 24,991 93,131,063 0 0 93,131,063 56.97 93,131,063 0 93,131,063 56.97 0 56.97 0 0.00 NA 92,170,341

(C) Non Promoter- Non Public NA

(C1) Shares underlying DRs 0 0 0 0 0 NA 0 0 0 0.00 0 NA 0 0.00 NA 0

(C2) Shares held by Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Total 25,007 163,470,000 0 0 163,470,000 100.00 163,470,000 ' 0 163,47o.QQQ_ 100.00 ... 0 100.00 0 0.00 Ol 0 162,509,278 ---

0)

Table II· Statement showing shareholding pattern of the Promoter and Promoter Group Category & Name PAN No. of No. of Partly paid-up Nos. of Total Nos. Shareholding Number of Voting Rights held in No. of Shares Shareho!ding Number of Locked Number of shares Number of

of the Shareholders Share- fully paid-up Equity Shares Shares Shares of % calculated each class of securities underlying as a % assuming in Shares pledged or Equity Shares

holders Equity Shares held underlying held as per SCRR. Outstanding fulll conversion otherwise held in

held Deposit cry 1957 Convertible of convertible encumbered dematerialized

Receipts No. of Voting Righls Total as a% Securities securities (as a Asao/oof Asa%of fO!TTl

Class Class Tolal of Total Voting (including %of diluted No. total shares held No total shares held

Equity Pref. rights Warrants) share capital (a) (b) (a) (b)

(I) (II) (111) (IV) (V) (VI) (VII= (VI11) (IX) (X) (XI) =(VII)+ (X) (XII) (X111) (XIV)

IV+V+V!) Asao/oof Asa%of

(A..S+C2) A..S+C2 (1) Indian

(a) lndlvidualsiHindu Undivided Family 10 31,283,646 0 0 31,283,646 19.14 31,283,646 0 31,283,646 19.14 0 19.14 0 0.00 0 0.00 31,283,646 Name:

Mr. Devineni Ashok ABVPD5737F 2,226,000 0 0 2,226,000 1.36 2,226,000 0 2,226,000 1.36 0 1.36 0 0.00 0 0.00 2,226,000

Mrs. Devineni Ramaa ACGPD0277Q 523,230 0 0 523,230 0.32 523,230 0 523.230 0.32 0 0.32 0 0.00 0 0.00 523.230

Mr. Ashwin Devineni AFKPD8669R 3,565,212 0 0 3,565,212 2.18 3,565,212 0 3,565,212 2.18 0 2.18 0 0.00 0 0.00 3,565,212

Mr. Nikhil Devineni AMWP04181F 2,550,000 0 0 2,550,000 1.56 2,550,000 0 2,550,000 1.56 0 1.56 0 0.00 0 0.00 2,550,000

Mrs. Oevineni Bhaktapriya ACYPD2219G 9,802,900 0 0 9,802,900 6.00 9,802,900 0 9,802,900 6.00 0 6.00 0 0.00 0 0.00 9,802,900

Dr.Devineni Rajasekhar AAKPD7740C jointly with Mr. D. Ashok 15,630 0 0 15,630 0.01 15,630 0 15,630 0.01 0 0.01 0 0.00 0 0.00 15,630

Mrs. A!luri Nilima AAKPA8609F 1,050,000 0 0 1,050,000 0.64 1,050,000 0 1,050,000 0.64 0 0.64 0 0.00 0 0.00 1,050,000

Mr. Pinnamaneni Trivikrama Prasad AENPP0497F 3,850,488 0 0 3,850,488 2.36 3,850,488 0 3,850,488 2.36 0 2.36 0 0.00 0 0.00 3,850,488

Mr. Pinnamaneni Trivikrama Prasad (HUF) AAGHP6929M 702,630 0 0 702,630 0.43 702,630 0 702,630 0.43 0 0.43 0 0.00 0 0.00 702,630

Mrs. Pinnamaneni Rajashree AAOPP2417L 6,997,556 0 0 6,997,556 4.28 6,997,556 0 6,997,556 4.28 0 4.28 0 0.00 0 0.00 6,997,556

(b) Central GovemmenVState Govemment(s} 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

(c) Financiallnstitutions!Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

(d) Any Other(specify)

Name:

(i) Bodies Corporate 6 39,055,291 0 0 39,055,291 23.89 39,055,291 0 39,055,291 23.89 0 23.89 0 0.00 0 0.00 39,055,291

Nav Developers limited AAACN73508 16.093,517 0 0 16.093,517 9.84 16.093,517 0 16,093,517 9.84 0 9.84 0 0.00 0 0.00 16,093,517

A.N.Investments Private limited AABCA9109Q 9,288,074 0 0 9,288,074 5.68 9,288,074 0 9.288,074 5.68 0 5.68 0 0.00 0 0.00 9,288,074

S.R.T.lnvestments Private limited AACCS8358J 7,087.000 0 0 7.087,000 4.34 7.087.000 0 7,087.000 4.34 0 4.34 0 0.00 0 0.00 7,087.000

A9 Homes Private limited AAECM5096P 2,264,000 0 0 2,264,000 1.38 2,264.000 0 2.264,000 1.38 0 1.38 0 0.00 0 0.00 2,264,000

V9 Avenues Private limited AAECM4722C 2,219,980 0 0 2,219,980 1.36 2,219,980 0 2,219,980 1.36 0 1.36 0 0.00 0 0.00 2,219,980

AV Dwellings Private limited AAECM47218 2.102,720 0 0 2.102,720 1.29 2.102.720 0 2,102,720 1.29 0 1.29 0 0.00 0 0.00 2,102,720

"' Sub-Totai(A)(1) 16 70,338,937 0 0 70,338,937 43.03 70,338,937 0 70,338,937 43.03 43,03 0 0.00 0 0.00 70,338,937

(2) Foreign

(a) Individuals (Non- Resident Individuals/ Foreign Individuals} 0 0 0 0 0 0 .. 00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

(b) Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

(c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

(d) Foreign Portfolio Investor 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

(e) Any Other (Specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

Sub-T olal (A)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0

Total Shareholding of Promoter and Promoter Group A= (A)(1) + (A)(2) 16 70,338,937 0 0 70,338,937 43.03 70,338,937 0 70,338,937 43.03 0 43.03 0 0.00 0 0.00 70,338,937

Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in dematfunclaimed suspense account, voting rights which are frozen etc.

Note: (1) PAN would not be displayed on website of Stock Exchange(s).

(2) The term "Encumbrance" has the same meaning as assigned under regulation 28(3) of SEBI (Subslantial Acquisition of Shares and Takeovers)R!gulations, 201~- _________________

Q)

Table Ill· Statement showing shareholding pattern of the Public Shareholder Category & Name PAN No. of No. of Partly paid-up Nos. of Total Nos. Shareholding Number of Voting Rights held in No. of Shares Shareholding Number of Locked Number of shares Number of of the Shareholders Share· fully paid-up Equity Shares Shares Shares of% calculated each class of securities underlying as a % assuming in Shares pledged or Equity Shares

holders Equity Shares h~d underlying held as per SCRR, Outstanding full! conversion otherwise h~din

h .. d Depository 1957 Convertible of convertible encumbered dematerialized Receipts No. of Voting Rights Total as a% Securities securities (as a ka%of I Asa%of form

Class Class Total of T a tal Voting (including %of diluted No. total shares held No. total shares held Equity Pre f. rights Warrants) share capital (a) (b) (a) (b)

(I) (II) (Ill) (IV) 011 (VI) (VII- (VIII) (IX) (X) (XI) =(VII) + (X) (XII) (XIII) (XIV) IV+V+VI) Asa%of

J A+B+C2

(1) Institutions

(a) Mutual Funds 4 16,187,472 0 0 16,187,472 9.90 16,187,472 0 16,187,472 9.90 0 9.90 0 0.00 NA 16,187,472

Name (Holding above 1%) NA

UTI - Core Equity Fund AAATU1088L 1 7,114,794 0 0 7,114,794 4.35 7,114,794 0 7,114,794 4.35 0 4.35 0 0.00 7,114,794

IDFC Equity Opportunities Fund - Series 4 AAETS9556K 1 9,032,374 0 0 9,032,374 5.53 9,032,374 0 9,032,374 5.53 0 5.53 0 0.00 9,032,374

(b) Venture Capital Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Name (xyz) NA

(c I Alternate Investment Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Name (xyz) NA (d) Foreign Venture Capita! Investors 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Name (xyz) NA Foreign Portfolio- Corp.

(e) (previously Foreign Portfolioo Investors) 58 21,132,198 0 0 21,132,198 12.93 21,132,198 0 21,132,198 12.93 0 12.93 0 0.00 NA 21,132,198 Names :(Holding above 1%)

Morgan Stanley Asia (Singapore) Pte AAECM3575F 1 4,221,805 0 0 4,221,805 2.58 4,221,805 0 4,221,805 2.58 0 2.58 0 0.00 NA 4,221,805 Retail Employees Superannuation Pty Limited as Trustee for Retail Employees Superannuation Trust AABTR1250N 1 3,381,806 0 0 3,381,806 2.07 3,381,806 0 3,381,806 2.07 0 2.07 0 0.00 NA 3,381,806 East Bridge Capital Master Fund Ltd AACCE9888M 1 1,815,676 0 0 1,815,676 1.11 1,815,676 1,815,676 1.11 0 1.11 0 0.00 NA 1,815,676

(ij Financial Institutions/Banks 8 221,819 0 0 221,819 0.14 221,819 0 221,819 0.14 0 0.14 0 0.00 NA 218,409 Name (xyz) NA

(g) Insurance Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0 Name (xyz) NA

(h) Provident Funds/Pension Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0 Name(xyz) NA

(i) Any Other (Specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0 Name:

Sub-Total (8)(1) 70 37,541,489 0 0 37,541,489 22.97 37,541,489 0 37,541,489 22.97 0 22.97 0 0.00 NA 37,538,079

(2) Central GovemmentUState Government(s)/President of India 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Name (xyz)

Sub-Total (8)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

@

Category & Name PAN No. of No. of Partly paid-up Nos. of Total Nos. Shareholding Number of Voting Rights held in No. of Shares Shareht>ding Number of Locked Number of shares Number of of the Shareholders Share- fully paid-up Equity Shares Shares Shares of% calculated each class of securities underlying as a % assuming in Shares pledged or Equity Shares

holders Equity Shares held undertying held as per SCRR, Outstanding fu!H conversion otherwise held in held Depository 1957 Convertible of convertible encumbered dematerialized

Receipts No. of Voting Rights 1 Total as a% Securities securities (as a Asa%of I Asa%of form Class Class Total of Total Voting {including %of diluted No. total shares held No. total shares held Equity Pref. rights Warrants) share capital (a) (b) (a) (b)

(I) (II) (Ill) (IV) (V) (VI) (VII= (VIII) (IX) (X) (XI) =(VII) +(X) (XII) (XIII) (XIV)

IV+V+VI) Asa%of

I A+B+C2

(3) Non--institutions NA

(a) Individuals M

i. Individual shareholders holding nominal share capital up to ~ 21-lakh 23,876 25,750,735 0 0 25,750,735 15.75 25,750,735 0 25,750,735 15.75 0 15.75 0 0.00 NA 24,814,343

ii. Individual shareholders holding nominal share capital in excess of ~ 2/-lakhs. 56 20,321,864 0 0 20,321,864 12.43 20,321,864 0 20,321,864 12.43 0 12.43 0 0.00 NA 20,306,864

Name: (Hc>ding above1%) 0.00

Sunitha Vemulapalli AAIPV6103D 1 2,016,630 0 0 2,016,630 1.23 2,016,630 0 2,016,630 1.23 0 1.23 0 0.00 NA 2,016,630

(b) NBFCs registered with RBI 4 19,780 0 0 19,780 0.01 19,780 0 19,780 O.ot 0 0.01 0 0.00 NA 19,780

(c) Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

(d) Ovefseas Depo~tories (holding DRs) (balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

(e) Any Other (Specify) NA

Names:

i. Bo::lies Corporate 426 6,006,974 0 0 6,006,974 3.67 6,006,974 0 6,006,974 3.67 0 3.67 0 0.00 NA 6,006,294 ii. Unclaimed Shares Suspense Ale 1 866,665 0 0 866,665 0.53 866,665 0 866,665 0.53 0 0.53 0 0.00 NA 866,665

iii. Directors and Relatives 12 821,157 0 0 821,157 0.50 821,157 0 821,157 0.50 0 0.50 0 0.00 NA 821,157

iv. Clearing Members 38 77,401 0 0 77,401 0.05 77,401 0 77,401 0.05 0 0.05 0 0.00 NA 77,401

v. Trusts 5 72,372 0 0 72,372 0.04 72,372 0 72,372 0.04 0 0.04 0 0.00 NA 72,372

vi. Non Resident Indians Repatriable 307 706,556 0 0 706,556 0.43 706,556 0 706,556 0.43 0 0.43 0 0.00 NA 701,316

vii. Non Resident Indians Non Repatriable 194 563,464 0 0 563,464 0.34 563,464 0 563,464 0.34 0 0.34 0 0.00 NA 563,464

viii. Foreign Nationals 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA c ix. IEFF 1 320,591 0 0 320,591 0.20 320,591 0 320,591 0.20 0 0.20 0 0.00 NA 320,591

x. Alternative Investment Fund 1 62,015 0 0 62,015 0.04 62,015 62,015 0.04 0 0.04 0 0.00 NA 62,015

Sub-Total (8)(3) 24,921 55,589,574 0 0 55,589,574 34.01 55,589,574 0 55,589,574 34.01 0 34.01 0 0.00 0 54,632,262

Total Public Shareholding (B)= (8)(1)+(8)(2)+(8)(3) 24,991 93,131,063 0 0 93,131,063 56.97 93,131,063 0.00 93,131,063 56.97 0 56.97 0 0 NA 92,170,341

Details of the shareholders acting as persons in Concert including their Shareholding (No. and%).

Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in dematlunclaimed suspense account, voting rights which are frozen etc.: 866,665 Equity Shares (0.53%) are held in the name of 'Nava Bharat Ventures Limited- Unclaimed Suspense Accounf against 1 ,239 Shareholders in demat form.

®

Table IV- Statement showing shareholding pattern of the Non Promoter- Non Public Shareholder

Category & Name PAN No. of No. of Partly Nos. of Total No. Shareholding Number of Voting Rights held in No. of Total shareholding Number of Locked Number of shares Numberof !

of the Shareholders Share- fully paid-up Shares Shares % calculated each class of securtUes Shares as a % assuming in Shares pledged or Equity Shares

holder paid-up Equity undertying held asperSCRR, underlying full conversion otherwise held in

Equity Shares Depository 1957 Outstanding of Convertible encumbered dematerta-

Shares held Receipts No. of Voting Rights Total as a Convertible SecurtUes Asao/oof No. Asao/oof lized form

held %ofTotal Securtties (asao/oof No. total shares (Not total shares (Not

Class Class Total Voting (including diluted held Applicable) held (Not Applicable)

Equity Pre f. rtghts Warrants) share capital) Applicable)

(I) (II) (Ill) (IV) (V) (VI) (VII= (VIII) (IX) (X) (XI) (XII) (XIII) (XIV)

IV+V+VI) Asao/oof

(A+B+C2) (1) Custodian/OR Holder

Name of DR Holder

(a) (if available)

(i) abc ... 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

(iQ efg ... 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0 (2) Employee Benefit Trust

(under SEBI (Share based Employee Benefit) Regulations, 2014)

(a) Name: 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 NA 0 Total Non-Promoter. Non Public Shareholding (C)= (C )(1) + (C)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA 0

Note (1) PAN would not be displayed on website of Stock Exchange(s). (2) The above format needs to disclose name of all holders holding more than 1% of total number of shares (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.

®

Annexure

Table V- Statement showing details of significant beneficial owners (SBOs)

Sr. Details of the SBO Details of the registered owner Details of holding/ exercise of right of the SBO in the Date of creation I No. reporting company, whether direct or indirect•: acquisition

of significant beneficial interest#

(I) (II) (Ill) (IV)

Name PAN/ Passport No. Nationality Name PAN I Passport No. Nationality Whether by virtue of: in case of a foreign in case of a foreign Shares % national national Voting rights %

Rights on distributable % dividend or any other

distribution

Exercise of control

Exercise of significant influence

• In case the nature of the holding/ exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column Ill, multiple rows for the same SBO shall be inserted accordingly for each of the categories.

#This column shall have the details as specified by the listed entity under Form No. BEN-2 as submitted to the Registrar.

GJ

Name of the Shareholder (FPI)

Wellington Management CompanyLLP with its PACs

------

Details of the Shareholders acting as persons in Concert including their shareholding

Name of PAC No. of Holding

Shares %

Retail Employees Superannuation PTY Limited as Trustee for Retail Employees Superannuation Trust 3,381,806 2.07,

J.Caird Investors (Bermuda) L.P. 1,693,374 1.04

J. Caird Partners, LP 1,533,518 0.94

Hartford International Equity Fund 919,094 0.56

Advanced Series Trust Ast Wellington Managemeent Hedged Equity Portfolio 573,432 0.35

Wellington Trust Company National Association Multiple Common Trust Funds Trust Global Contrarian Equity Portfolio 542,870 0.33

Wellington Trust Company National Association Multiple Collective Investment Funds Trust II, Global Equities Portfolio 247,253 0.15

The Wellington Trust Company, National Association Multiple Collective Investment Funds Trust, Global Contrarian Equity Portfolio 123,429 0.08

Fundpartner Solutions(SUISSE) S.A-RP-Fonds lnstitutionel- Actions Marches Emergents 79,465 0.05

The Master Trust Bank of Japan Limited as Trustee of Nomura Global Contrarian Mother Fund 25,654 0.02

Total 9,119,895 5.58 ...


~ { ~ 1

Raju Company Secretary &

Vice President

®

ANNEXURE- 7

Walker Chmtrliok ~~{ Co LLP 7ih Floor, fl!ud{ Ill, White !-lousE! 1\und<m

T "91 40 6630 8200 f +91 40 6630 S230

Independent Auditor's Certificate on the Proposed Accounting treatment specified in the Draft Scheme of Reduction of Share Capital, in compliance with Rule 2 of the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules 2016 and para 5 of Annexure I of SEBI Circular no. CFD/DIL3/CIR12017/21 dated March 10, 2017 issued by Securities and Exchange Board of fndia (SEBI)

To The Board of Directors Nava Bharat Ventures Limited 6-3-1109/1 Nava Bharat Chambers Raj Bhavan Road Somajlguda, Hyderabad India- 500 082

1. This certificate is issued in accordance with the terms of our engagement letter dated 31 July 2019 with Nava Bharat Ventures Limited ("the Company").

2. The management of the Company has prepared the accompanying Draft Scheme of Reduction of Capital of the Company, of which, Clause 4 specifies the proposed accounting treatment, as approved by the Board of Directors in its meeting held on 8 August 2019, in terms of the provisions of section 66 of the Companies Act, 2013 ('the Act'), the National Company Law Tribunal (Procedure for reduction of share capita! of Company) Rules, 2016 ('the NCL T Rules') and SEBI Circular no. CFD/DIL3/CIR/2017/21 dated Marcil 10,2017 {'the SEBI circular') issued by Securities and Exchange Board of India (SEBI) with reference to its compliance with applicable accounting standards as specified in Section 133 of the Act. read with relevant rules issued thereunder (the 'applicable accounting standards') and other generally accepted accounting principles in India. We have initialed

draft scheme for identification purposes only.

Chartered Accountants

Offices in Bcngaluru. Chandigarh, Chennai, Gurugr<H11, Hyderabad,Kochi, 1\o!~ata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with !inded liability with identification number AAC-2085 and its registered office at l.-41 Connaugh\ Circus, New Delhi, l.l 0001, India

;1, The responsibility for the preparation of the Draft and its cornpliance with the~ relevant laws and regulations, including the applicable accounting standards and other generally accepted

. accounting principles in India, is that of the management of the Company. This responsibility includes U1e design, implementation and maintenance of internal control relevant to the preparation of the Draft Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

4. The managernent is also responsible for ensuring that the Con1pany complies with the requiremont of SEBI, the Act and the Rules framed thereunder with respect to the proposed reduction of share capital of the Company and furnishing the requisite information to the NCL.T and Bombay Stock Exchange/National Stock Exchange ("the Stock Exchanges").

Auditor's Responsibility

5. Pursuant to the requirement of Rule 2 of the NCLT Rules and para 5 of Annexure I of the SEBI circular, it is our responsibility to provide reasonable assurance in the form of an opinion as to whether the proposed accounting treatment specified in the Draft Scheme is in compliance with the applicable accounting standards and other generally accepted accounting principles in India.

6. We conducted our examination in accordance with the Guidance Note on Reports and Certificates for Special Purposes (Revised 20·16) ('the Guidance Note'), issued by the Institute of Chartered Accountants of India ('I CAl'). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the I CAL

7. We have complied with the relevant applicable requirements of the Standard of Quality Control {SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, issued by tlle ICAI.

Opinion

R Based on our examination as above, evidences obtained, and the information and explanations along with the representations provided by the Management, in our opinion, the proposed accounting treatment in the books of the Company relating to reduction of share capital of the Company as set out in Clause 4 of the Draft Scheme is outside the purview of the applicable accounting standards specified under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. In the absence of specific guidance for accounting of transactions relating to reduction of share capital, the accounting treatment under Clause 4 of the Draft Scheme is construed to be in conformity with other generally accepted accounting principles in India.

Restriction on distribution or use

9. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Rule 2 of the NCL T Rules and para 5 of Annexure I of the SEBl Rules. Our obligations ln respect of this certificate are entirely separate from, and our responsibility and liability is in no way changed by, any other role we may have as auditors of the Company or otherwise. Nothing in this certificate, nor anything said or done in the course of or in connection with the services that are the subject of this certificate, wiH extend any duty of care we may have in our capacity as auditors of the Company.

10. Tho certificate is addressed to and provided to the Board of Diroctors of the Cornpany sok~ly for the purrmse of compliance with Rule 2 of the NCLT Hu!es and para 6 of Annexure I of the SEB! circular which requires it to subrnit the certificate with the accornpanying Draft Scheme to the NCLT ;:Jnd the Stock Exchanges, and should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whorn this certificate is shown or into whose hands it may corne without our prior co11sent in writin9.

For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No.: 001076N/N500013

·~ * Sanjay K~r J in Partner Membership No.: 207660 UDIN: 19207660AAAABW9107

Place: Hyderabad Date: 9 August 2019

ANNEXURE- I

'Wallwr Ghandiok & Co U.P 7Ut Floor, Block !!I, Whlto 1-lou;•;o, !<.undan Bagh, Begumpot, Hydatabad - 500 OH:l Andlml Pradesh, India

T -l·fr! 40 6630 8200 F ~-91 40 66~30 8230

Independent Auditor's Certificate on the applicability of conditions prescribed in para (I) (A) (9) (a) & (b) of Annexure I of SEBI Circular no. CFD/Dil3/CIR/2017!21 dated March 103 2017 issued by Securities and Exchange Board of India (SEBl) in relation to the Proposed Scheme of Reduction of Share Capital

To The Board of Directors Nava Bharat Ventures Limited 6-3-1109/1, Nava Bharat Chambers Raj Bhavan Road, Somajiguda Hyderabad - 500 082

1. This certificate is issued in accordance with the terms of our engagement letter dated 31 July 2019 with Nava Bharat Ventures Limited.

2. The management of the Company is in the process of filing a Proposed Scheme of Reduction of Capital of the Company ('the Proposed Scheme'), with the National Company Law tribunal and the Securities and Exchange Board of India (SEBI). In this regard, it is required to obtain a certificate from its statutory auditors on compliances with the conditions prescribed in para (I) (A) (9) (a) & (b) of Annexure I of SEBI Circular no. CFD/DIL3/CIR/2Q17/21 dated March 10, 2017 ('the SEBI circular') issued by SEBI in relation to the aforesaid Proposed Scheme of Reduction of Share Capital.

Management's Responsibility

3. The responsibility for the preparation of the Proposed Scheme, and its compliance with the relevant laws and regulations, including the applicable accounting standards and other generally accepted accounting principles in India, is that of the management of the Company. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the Proposed Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

4. The management is also responsible for ensuring that the Company complies with the requirement of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and other rules and regulations framed by SEBI and the Act with respect to the proposed reduction of share capital of the Company and furnishing the requisite information to the SEBI and the National Company Law Tribunal

Chartered Accountants

Offices in Bongalum. Chandigarll, Chennlll, Gurugram, Hyderabad, Koclll, Kollmta, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP Is registered with !imiled liability with ldontillcalion number MC-2085 and itz regMered office at L-41 Connauqht Cifws, New Delhi, 110001,1ndia -

5. Pursuant to the of the SEBI circular, it is our responsibility to provide) reasonable assurance in the forrn of an opinion, on the basis of the verification of the Scheme EIS to whether:

a) The Proposed Scherno any issuf:: of c-1dcHtional sharc;s by the Company to Prornoter I Promoter Group, Hcc:!ated Parties of Pro!Tloter I Promoter Group, Associates of Promoter I Prornoter Group, Subsicliary/(s) of Prornoter I Prornoter Group.

b) The Proposed Scheme involves any other entity involvill[J Promott?T I Prornoter Group, Related Parties of Promoter I Promoter Group, Associates of Promoter I Promoter Group, Subsidiary/(s) of Promoter I Promoter Group.

c) The Proposed Scheme involves any acquisition or merger, either directly or indirectly of the equity shares of the subsidiary from any of the shareholders of the subsidiary who may be Promoter I Promoter Group, Related Parties of Promoter I Promoter Group, Associates of Promoter I Promoter Group, Subsicliary/(s) of Promoter I Promoter Group of the Company.

d) The Proposed Scheme involves merger of an unlisted entity which results in reduction in tl1e voting share of pre-scheme public shareholders of the Company.

e) The Proposed Scheme involves transfer of whole or su bstantial!y the whole of the undertaking of the Company.

6. We conducted our examination in accordance with the Guidance Note on Reports and Certificates for Special Purposes (Revised 2016) ('the Guidance Note'), issued by the Institute of Chartered Accountants of India ('ICAI'). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the I CAl.

7. We have complied with the relevant applicable requirements of the Standard of Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, issued by the !CAl.

Opinion

8. Based on our examination of the Proposed Scheme as above, evidences obtained, and the information and explanations along with the representations provided by the Management, in our opinion:

a) The Proposed Scheme does not envisage any issue of additional shares by the Company to Promoter I Promoter Group, Related Pariies of Promoter I Promoter Group, Associates of Promoter I Promoter Group, Subsidiaryl(s) of Promoter I Promoter Group.

b) The Proposed Scheme does not involve any other entity involving Promoter I Promoter Group, Related Parties of Promoter I Promoter Group, Associates of Promoter I Promoter Group, Subsidiaryl(s) of Promoter I Promoter Group_

c) The Proposed Scheme does not involve any acquisition or merger! either directly or indirectly of the equity shares of the subsidiary from any of the shareholders of the subsidiary who may be Promoter I Promoter Group, Related Parties of Promoter I Promoter Group, Associates of Promoter J Promoter Group, Subsidiaryl(s) of Promoter I Promoter Group of the Company.

The Proposed Scheme does not involve merger of an unlisted entity which results in reduction in the voting share of pre-scheme public shareholders of the Company.

The Proposed Scheme does not involve transfer of whole or substantially the whole of the undertaking of the Company.

9. Our work was performed solely to assist you in tT!Gr~ting your responsibilities in relation to your cornp!iance with the SEBI circular. Our obligations in r()specl. of this certificate are entirely frorn, and our responsibility and liability is in no way changed by, any other role we may have c~s auditors of U1e Cornpany or othervvise. Nothing in this certificatc1, nor anything said or done in the course of or in connection with the services that are the subject of this certificate, will extend any duty of care we may have in our capacity as auditors of the Cornpany.

10. The certificate is addressed to and provided to the Board of Directors of the Company solely for tl1e purpose of compliance with the SEBI circular which requires it to submit the certificate with the accornpanying Proposed Scheme to the SEBI, and should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whon1 this certificate is shown or into whose hands it may come without our prior consent in writing.

For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No.: 001076N/N500013

Sanjay"'Kumar Jain Partner Membership No.: 207660 UDIN: 1 9207660AAAABU4285


ANNEXURE- \ ()

W;dkor Glmm!lok & Co tLP

India

Block lil, Whito Housn !Jegurnpet

l +9140 6530 8200 f +91 40 6630 8230

Independent Auditor's Certificate on the Statement of Computation of Net Worth as on 30 June 2019

To The Board of Directors Nava Bharat Ventures Limited 6-3~1! 09/! Nava Bharat Chambers Raj Bhavan Road Somajiguda, Hyderabad India- 500 082

1. This certificate is issued in accordance with the terms of our engagement letter dated 31 July 2019 with Nava Bharat Ventures Limited (hereinafter 'the Company').

2. The Management of the Company has prepared the accompanying statement of computation of Net Worth as at 30 June 2019 ('the Statemenf), for submission with the National Stock Exchange (NSE)/ Bombay Stock Exchange (BSE) (together referred to as the "Stock Exchanges") In connection with the proposed scheme of capital reduction of the Company. Net-worth for the purpose of this statement is as defined under section 2(57) of the Companies Act, 2013. This statement has been initialed by us for identification purposes only.

Management's Responsibility for the Statement

3. The preparation of the Statement, including the preparation and maintenance of all accounting and other relevant supporting records and documents, is solely the responsibility of the management of the Company. This responsibility includes the designj implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

4. The Management is also responsible for ensuring that the Company complies with the requirements of the underlying regulations governing the process of capital reduction of the Company and provides all relevant information to the Stock Exchanges.

~····

Charta red Accountants

Ofhccs in Berrga!uru, Ch<lndigarh, Ctu;nnai, (;urogram, Hyder abad, Kochi, Kolxa\3, Murnbai, New Delhi, Noid!l ;ll!rl Pune

Walker Chandioll & ColLP Is registered with limited liability with Identification number MC-2085 and its registered office at L4l Conn;rught Circus, New Delhi, 110001, India

b. Pursuant to the requiren1ents of the Stock it is our responsibility to pmvide reasonable assurance in Hm forrn of an opinion as to whether the arnounts in tl'le staternent that form part of the 1\let Worth COI1lputation have boon accurately extracted frorn the unaudited financial inforrnation and underlyinfJ books and records of tl1e Company for the period ended 30 .June 2019, and the cornputation thereof is arithmetically accurate.

6. We conductod our examination, of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 20·16) issued by the ICA!. The Guidance Note requires that we con1ply with th(~} ethical requirernents of the Code of Ethics issued by !CAL

7. We have complied with the relevant applicable requirements of tl"le Standard on Quality Control (SQC) 1, Quality Control for Firms that Pe1form Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagerr1ents issued by !CAL

Opinion

8. Based on our examination, as above, evidences obtained, and the information and explanations, along with the representations provided by the Management, we are of the opinion that the arnounts that form part of the net worth computation as on 30 June 2019, as set out in the Staternent, have been accurately extracted from the unaudited financial information and underlying books and records of the Company for the period ended 30 June 2019, and that the computation thereof is arithmetically accurate.

Restriction on distribution or use

9. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the requirements of the Stock Exchanges. Our obligations in respect of this certificate are entirely separate from, and our responsibility and liability is in no way changed by, any other role we may have or may have had as auditors of the Company or otherwise. Nothing in this certificate, nor anything said or done in the course of or in connection with the services that are the subject of this certificate. will extend any duty of care we may have in our capacity as auditors of the Company.

10. The certificate is addressed to and provided to the Board of Directors of the Company solely for the purpose of enabling it to comply with the requirements of the Stock Exchanges which requires it to submit the certificate with the accompanying Statement to NSE/BSE, and should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

Sa Partner Membership No.: 207660 UDIN: 19207660AAAABV1716



Statement of Net \"Xlorth as at 30 June 2019

(i) Net-worth: Particulars

Egvity share capital Add: Surplus in the Statement of Profit and Loss Securities Premium .Account General Reserve Other Comprehensive Income

Total Net Worth

For Nava Bha at Ventutes Limited

Authorized Signatory

Place: H yderabad Date: 9 .August 2019

Telephone: (040) 23403501 I 23403540 1 e Fax: (080) 66886121 I

· .. Atnount : (inlakhs of~)

3,556.10

178,473.89 25,425.10 87,566.64

290.64 295,312.37

E-mail : [email protected] Website : www.nbventures.com ~ Corporate Identity No.: L271 01TG1972PLC001549

ANNEXURE- ti


Nf;V!5f'!I~~~~t:CTLI 386C /2019-20 August 9, 2019

Listing Department National Stock Exchange of India Limited Exchange Plaza, 51

h Floor, Plot No.C/1, G Block Sandra Kurla Complex, Sandra (E) MUMBAI - 400 051 NSE Symbol : 'NBVENTURES'

Dear Sir,

The General Manager Dept. of Corp. Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI - 400 001

Scrip Code: '513023'/'NBVENTURE'

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme of reduction of capital.

In connection with the above application, we hereby confirm that:

1. The proposed scheme of reduction of capital to be presented to any Court or Tribunal does not in any way violate or override or circumscribe the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, the Companies Act, 1956/Companies Act, 2013, the rules, Regulations and guidelines made under these Acts, the provisions as explained in Regulation 11 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and the requirements of SEBI circulars and Stock Exchanges.

2. The draft scheme of reduction of capital together with all documents mentioned in SEBI circular has been disseminated on company's website as per the link given hereunder:

http://www.nbventures.com/reduction_of_sharecapital.htm

3. The company shall disclose the observation letter of the stock exchange on its website within 24 hours of receiving the same.

4. The documents filed by the Company with the Exchange are same/similar/ identical in all respect, which have been filled by the Company with Registrar of Companies/ SEBI/ Reserve Bank of India, wherever applicable.

5. The draft scheme is in compliance with all applicable SEBI circulars as amended from time to time and SEBI (LODR) Regulations, 2015.

Telephone: (040) 23403501, 23403540, e Fax: (080) 66886121, E-mail : [email protected] Website : www.nbventures.com Corporate Identity No.: L271 01TG1972PLC001549

ANNEXURE- I~

NAVA BHARATVENTURES LIMITED NAVA BHARAT CHAMBERS, RAJ BHAVAN ROAD, HYDERABAD- 500 082, TELANGANA, INDIA

NBV/SECTL/ 386B /2019-20 August 9, 2019

Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No.C/1, G Block Sandra Kurla Complex, Sandra (E) MUMBAI - 400 051 NSE Symbol : 'NBVENTURES'

The General Manager Dept.of Corp. Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI - 400 001

Scrip Code: '513023'/'NBVENTURE'

Subject: Purpose and Rationale for the Scheme of Reduction of Capital of Nava Bharat Ventures Limited

Dear Sir,

PURPOSE AND RATIONALE FOR THE SCHEME

Pursuant to the order dated December 30, 1996, passed by the erstwhile High Court of Andhra Pradesh sanctioning the Scheme of Amalgamation of Nav Chrome Limited with Nava Bharat Ferro Alloys Limited, certain number of shares in lieu of cancellation were vested in Nav Energy Private Limited as a trustee for the Company which over time and as a result of rights/bonus issue made, aggregated to a holding by such trustee of 99,47,020 (Ninety-nine lakhs Forty-seven thousand and twenty only) equity shares of Rs. 2/- each of Nava Bharat Ventures Limited which till date is continuing.

The Company has also settled a trust called Nava Bharat Ventures Employee Welfare Trust ("Welfare Trust") for the benefit of its employees being managed by Barclays Wealth Trustees (India) Private Limited acting in the capacity of trustees which Trust presently holds 28,00,000 (Twenty eight lakh) equity shares of Rs. 2/each of the Company. The benefits accorded under the Scheme have been on cash basis and no grants for equity shares have been made by the Welfare Trust to any employees of the Company so far.

The Welfare Trust falls within the legal definition of General Employee Benefit Scheme ('GEBS') set out in the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. In terms of Regulation 31 (2) (b) (ii) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, all Employee Benefit Trusts formed by listed companies for the purpose of implementing GEBS having shares in excess of 10% of the total value of its total assets shall bring down such shares to the level of 10% or lower within a period of 5 (five) years.

Following a review undertaken by the Nomination and Remuneration Committee, the Company took note of the changed context in the wake of the regulatory requirement under Regulation 31 (2) (b) (ii) of The SEBI (Share Ba oyee Benefits)

(/

Telephone: (040) 23403501, 23403540, e Fax: (Osb) 66886121, E-mail : [email protected] Website : www.nbventures.com Corporate Identity No.: L271 01TG1972PLC001549

NAVA BHARAT VENTURES LIMITED Continuation Sheet

Regulations, 2014 with respect to the objects of the Welfare Trust when it was set up and concluded that it would be well served if the scheme of the Welfare Trust is discontinued since the benefits could still be sought to be extended to the employees directly, wherever justified. In reaching such a conclusion, the factum of no share based employee benefit was extended as yet and that non share based benefits could still be carried out outside the Welfare Trust, prevailed.

As such it has been proposed to wind up the Welfare Trust which would become redundant upon the implementation of this scheme. The winding up of the Welfare Trust has also been recommended by the Barclays Wealth Trustees (India) Private Limited, in the capacity of Trustees of the Welfare Trust.

While the 99,47,020 equity shares of the Company held in trust by Nav Energy Private Limited can be sold in the market being treasury stock, however, the interest of avoiding any market turbulence which would result from such bulk sale, it has been decided to extinguish by way of reduction of the said 99,47,020 equity shares of the Company, since originally such shares which otherwise would have been subject to cancellation in the scheme of amalgamation were retained as treasury stock.

The equity shares proposed to be cancelled and extinguished comprise the treasury shares held by the Company through the Welfare Trust and Nav Energy Private Limited and have been accounted for in the financial statements of the Company for the year ended 31st March 2019 and 31st March 2018 by adjusting the balance of Other Equity (representing the reserves including the capital reserve, general reserves and securities premium).

The board of directors of the company after evaluating various options and having regard to the implications flowing there from have decided to reduce the paid-up equity share capital of the Company by cancelling and extinguishing the 99,47,020 equity shares held in trust by Nav Energy Private Limited and 28,00,000 equity shares held in trust by the Welfare Trust, without any pay out. The selective reduction of share capital would also ensure compliance with Regulation 31 (2) (b) (ii) of The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Such reduction of capital would not have any adverse effect on the creditors of the Company or the Company's ability to fulfil its commitments or meet its obligations in the ordinary course of business as there is no pay out resulting from the proposed capital reduction.

2