Godrej Industries : Disclosure under SEBI Takeover Regulations

Nyrika Holkar

A 261, Grand Paradi Apartments, Off August Kranti Marg, Mumbai 400036

Date: June 14, 2022

To,

The Manager,

BSE Limited	National Stock Exchange of India Limited
Corporate Relationship Department,	Exchange Plaza, 5th Floor,
Phiroze Jeejeebhoy Towers,	Plot No.C/1, G Block,
Dalal Street,	Bandra-Kurla Complex, Bandra(E), Mumbai-
Mumbai- 400001	400051
Scrip Code: 500164	Symbol: GODREJIND

Sub: Intimation under Regulation 10(5) in respect of the proposed acquisition under Regulation 10(1)(a)(ii) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

I, the undersigned, am submitting the requisite intimation under Regulation 10(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations") in respect of the proposed distribution of up to 1.29% of the paid-up equity shares of Godrej Industries Limited to me by the FVC Family Trust, upon my addition as a beneficiary of the FVC Family trust, which has been classified as a member of the promoter group of Godrej Industries Limited for more than three years in terms of Regulation 10(1)(a)(ii) of the SEBI SAST Regulations.

This is for your information and records.

Nyrika Holkar

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

1.	Name of the Target Company (TC)		Godrej Industries Limited
2.	Name of the acquirer(s)		Nyrika Holkar
3.	Whether the acquirer(s) is/ are promoters of the TC		Promoter Group
	prior to the transaction. If not, nature of relationship or
	association with the TC or its promoters
4.	Details of the proposed acquisition
	a.	Name of the person(s) from whom shares are to be	FVC Family Trust (trustees are Smita Godrej
		acquired	Crishna, Freyan Crishna Bieri, and Nyrika
			Holkar).
	b.	Proposed date of acquisition		On or after June 21, 2022
	c.	Number of shares to be acquired from each person		Seller	No.	of	%
		mentioned in 4(a) above			Shares		Shareholding
				FVC	43,25,538	1.29%
				Family
				Trust
	d.	Total shares to be acquired as % of share		Up to 43,25,538 shares constituting 1.29%
		capital of TC		of the share capital of the TC.
	e.	Price at which shares are proposed to be acquired		Not applicable, as the acquisition is being
				done by way of distribution from the FVC
				Family Trust to Nyrika Holkar, upon her
				addition as a beneficiary of the FVC Family
				Trust, where both the family trust and
				proposed beneficiary are classified as
				promoters/promoter	group of Godrej
				Industries Limited for more than three
				years.

	f.	Rationale, if any, for the proposed transfer	Acquisition pursuant to distribution of
			shares by FVC Family Trust to Nyrika
			Holkar, sister of Freyan Crishna Bieri, upon
			her addition as a beneficiary of the FVC
			Family Trust. Inter-se transfer of equity
			shares of Godrej Industries Limited
			between members of the promoter group.
5.	Relevant sub-clause of regulation 10(1)(a) under which	Regulation 10(1)(a)(ii)
	the acquirer is exempted from making open offer
6.	If, frequently traded, volume weighted average market	Shares of the TC are frequently traded in
	price for a period of 60 trading days preceding the date	terms of Regulation 2 (1) (j) of the SEBI
	of issuance of this notice as traded on the stock	Takeover Regulations.
	exchange where the maximum volume of trading in the
	shares of the TC are recorded during such period.	The Volume Weighted Average Market
			Price for a period of 60 trading days
			preceding the date of issuance of this notice
			as traded on the Stock Exchange where the
			maximum volume of trading in the shares
			of the TC are recorded i.e. National Stock
			Exchange of India Ltd during such period is
			INR 482.31 /- per share.
7.	If in-frequently traded, the price as determined in terms	N.A.
	of clause (e) of sub-regulation (2) of regulation 8.
8.	Declaration by the acquirer, that the acquisition price	Not applicable, as the acquisition is being
	would not be higher by more than 25% of the price	done by way of distribution from the FVC
	computed in point 6 or point 7 as applicable.	Family Trust to Nyrika Holkar, upon her
			addition as a beneficiary of the FVC Family
			Trust, where both the family trust and
			proposed beneficiary are classified as
			promoters/promoter group	of	Godrej
			Industries Limited for more than three
			years.
9.	i. Declaration by the acquirer, that the transferor and	i. I confirm that the transferor and transferee
	transferee have complied (during 3 years prior	have complied (during 3 years prior to the
	to the date of proposed acquisition) / will comply with	date of proposed acquisition) and will
	applicable disclosure requirements in Chapter V of the	comply	with	applicable	disclosure
	Takeover Regulations, 2011 (corresponding provisions	requirements in Chapter V of the
	of the repealed Takeover Regulations 1997)	Takeover	Regulations,		2011
			(corresponding provisions of the repealed
	ii. The aforesaid disclosures made during previous	Takeover Regulations 1997).
	3 years prior to the date of proposed acquisition to
	be furnished.	ii. Copies	of disclosures made	during
			previous 3 years prior to the date of
			proposed acquisition are enclosed as
			Annexure B.

10.	Declaration by the acquirer that all the conditions	I confirm that all the conditions specified
	specified under regulation 10(1)(a) with respect to	under Regulation 10(1)(a)(ii) with respect
	exemptions has been duly complied with.	to exemptions	have	been	duly	complied
		with.
11.	Shareholding details	Before		the	After	the	proposed
		proposed			transaction
		No. of	%	w.r.t	No. of		% w.r.t
		shares	total	shares		total
		/voting	share	/voting		share
		rights	capital	rights		capital
			of TC				of TC
a.	Acquirer/ Transferee -Nyrika Holkar		As per Annexure A
	PACs (other than sellers)(*)
b.	Seller/ Transferor -
	1. FVC Family Trust

Note:

• (*) Shareholding of each entity may be shown separately and then collectively in a group.
• The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

Date: June 14, 2022

Place: Mumbai

____________________________________

Nyrika Holkar