Komal Enterprises Ltd. has decided to acquire stake up to 25% of the paid-up share capital of Roma Exims Ltd., which is a listed company and wants to proceed with a public offer pursuant to the provisions of the SEBI (Su

Board Note: General Obligations of Komal Enterprises Ltd. (Acquirer) under SEBI (SAST) Regulations, 2011 To: The Board of Directors, Komal Enterprises Ltd. From: Company Secretary Date: [Current Date] Subject: General Obligations for Public Offer to acquire stake in Roma Exims Ltd. under SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 This note outlines the general obligations that Komal Enterprises Ltd. (the 'Acquirer') must adhere to when proceeding with a public offer to acquire up to 25% of the paid-up share capital of Roma Exims Ltd. (the 'Target Company'), a listed company, pursuant to the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (hereinafter referred to as 'SAST Regulations'). Financial Arrangements and Implementation Capability: Prior to making the public announcement of an open offer, the Acquirer shall ensure that firm financial arrangements have been made for fulfilling the payment obligations under the open offer and that the Acquirer is able to implement the open offer, subject to any statutory approvals for the open offer that may be necessary. Restriction on Alienation of Assets: In the event the Acquirer has not declared an intention in the detailed public statement and the letter of offer to alienate any material assets of the Target Company or of any of its subsidiaries (whether by way of sale, lease, encumbrance or otherwise outside the ordinary course of business), the Acquirer, where he has acquired control over the Target Company, shall be debarred from causing such alienation for a period of two years after the offer period. However, in the event the Target Company or any of its subsidiaries is required to so alienate assets despite the intention to alienate not having been expressed by the Acquirer, such alienation shall require a special resolution passed by shareholders of the Target Company, by way of a postal ballot and the notice for such postal ballot shall inter alia contain reasons as to why such alienation is necessary. Truthfulness and Adequacy of Disclosures: The Acquirer shall ensure that the contents of the public announcement, the detailed public statement, the letter of offer and the post-offer advertisement are true, fair and adequate in all material aspects and not misleading in any material particular, and are based on reliable sources, and state the source wherever necessary. Prohibition on Selling Shares during Offer Period: The Acquirer and persons acting in concert with him shall not sell shares of the Target Company held by them, during the offer period. Joint and Several Responsibility: The Acquirer and persons acting in concert with him shall be jointly and severally responsible for fulfillment of applicable obligations under takeover regulations. Compliance with these obligations is crucial for a smooth and legally sound acquisition process. Sincerely, [Company Secretary Name]