Addendum to the Order dated June 04, 2019 in the matter of Lakshmi Machine Works Limited

WTM/GM/CFD/ 12A /2019–20 SECURITIES AND EXCHANGE BOARD OF INDIA ADDENDUM IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN LAKSHMI MACHINE WORKS LIMITED –

1. Securities and Exchange Board of India had passed an Order dated June 4, 2019, bearing reference number WTM/GM/ CFD / 12 /2019–20 (hereinafter referred to as “Order”) in the matter of proposed acquisition of shares and voting rights in Lakshmi Machine Works Limited (“Target Company”) by Adi Narayana Family Trust (“Acquirer”).

2. Pursuant to the Order, SEBI received an e–mail dated June 12, 2019, from the authorised representative of the Acquirer. It was inter alia submitted that during the pendency of the exemption Application dated January 19, 2018, the shareholding of the Target Company underwent changes (which resulted in the holding of the Promoter Group entities increasing from the one shown in the Order) owing to two events i.e. (a) Acquisition of 99 shares by members of the Promoter Group on the open market on March 26, 2018; and (b) Buy–back which was made on October 23, 2018 under the SEBI (Buy–Back of Securities) Regulations, 2018 and which got completed on January 1, 2019. Accordingly, the Acquirer has requested that SEBI may modify the Order to reflect the updated shareholding pattern of the Target Company. Further, the Acquirer has sought confirmation from SEBI to the effect that the Acquirer continues to be compliant with the Order if it were to proceed with the acquisition of shares of the Target Company.

3. I have considered the request made by the Acquirer. Accordingly, having regard to the aforementioned submissions, Table I at paragraph 7 of page 5 of the Order shall stand replaced as under: TABLE I – SHAREHOLDING IN THE TARGET COMPANY AS ON NAME 19.01.2018 (DATE OF APPLICATION) 1.01.2019 (POST BUY–BACK) AND POST–ACQUISITION NO. OF % NO. OF % SHAREHOLDING SHARES SHAREHOLDING SHARES A. PROMOTER/ PROMOTER GROUP 1. LAKSHMI TECHNOLOGY AND 6,67,090 6.09 6,67,090 6.24 ENGINEERING INDUSTRIES LIMITED (“LTE”) 2. LAKSHMI CARGO COMPANY LIMITED 10,74,468 9.81 10,74,468 10.06 (“LCC”) 3. OTHERS 15,52,397 14.17 15,52,496 14.53 TOTAL 32,93,955 30.07 32,94,054 30.83 B. PUBLIC SHAREHOLDING 76,61,549 69.93 73,88,946 69.17 C. TOTAL (A + B) 1,09,55,504 100.00 1,06,83,000 100.00 Addendum in the matter of Lakshmi Machine Works Limited

4. It is confirmed that the Acquirer continues to be in compliance with the Order despite the aforementioned change in shareholding in the Target Company.

5. The Acquirer shall at all points in time, ensure that Directors appointed in the Promoter Companies, viz. LTE and LCC, are either the individual Promoters or their immediate relatives or lineal descendants so that the control in the Target Company continues without any change.

Place: Mumbai G. MAHALINGAM Date: June 14, 2019 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA