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

To The Board of Directors Kind Enterprises Ltd. Note: General Obligation while acquiring upto 25% of the paid up share capital of Excel Ltd. While acquiring shares of Excel Ltd. (the target company), Kind Enterprises Ltd. (the acquirer) has to comply with the provisions of Regulation 25 of SEBI (Substantial acquisition of Shares and Takeovers) Regulations, 2011 with respect to obligation of acquirer in this regard: Prior to making the public announcement of an open offer for acquiring shares under these regulations, 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. 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. 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. The acquirer and persons acting in concert with him shall not sell shares of the target company held by them, during the offer period. The acquirer and persons acting in concert with him shall be jointly and severally responsible for fulfilment of applicable obligations under these regulations. Mr. X Company Secretary Kind Enterprises Ltd.