Exemption order under regulation 11(5) of SEBI (SAST) Regulations, 2011 in the matter of DHANI SERVICES LIMITED (earlier known as INDIABULLS VENTURES LIMITED)

Background 1. Dhani Services Limited (for convenience “Target Company”) is a company incorporated on June 9, 1995 having its registered office address at M - 62 & 63, First Floor, Connaught Place, New Delhi - 110001 and carries on the business of consumer and business loans through digitally enabled loan fulfilment solutions. 2. The equity shares of the Target Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). 3. An Application dated October 16, 2020 (for convenience “Application”) seeking exemption from the applicability of inter alia regulation 5(1) read with regulation 3(2) & regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (for convenience “Takeover Regulations, 2011”) in the matter of proposed direct acquisition of shares in the Target Company, was received by SEBI from Mr. Sameer Gehlaut, Mrs. Krishna Gahlawat and Mr. Balwan Singh (Trustees) on behalf of Sameer Gehlaut IVL Trust (for convenience “Acquirer Trust / Applicant Trust”). 4. Regulation 3(2), 4 and 5(1) of the Takeover Regulations, 2011 states as under:

Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

“Substantial acquisition of shares or voting rights. Reg. 3(2): No acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights in a target company entitling them to exercise twenty-five per cent or more of the voting rights in the target company but less than the maximum permissible non-public shareholding, shall acquire within any financial year additional shares or voting rights in such target company entitling them to exercise more than five per cent of the voting rights, unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations. Acquisition of control. Reg. 4: “Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer shall acquire, directly or indirectly, control over such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.” Indirect acquisition of shares or control. Reg. 5(1): For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company.” 5. In the aforementioned Application and subsequent submissions, the following has been, inter alia, stated: (a) The shareholding of the Target Company as on the date of Application, is as under: TABLE I – SHAREHOLDING OF THE TARGET COMPANY (SOURCE: BSE WEBSITE & APPLICATION) NAME NO. OF SHARES % SHAREHOLDING A. PROMOTER/ PROMOTER GROUP Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

SAMEER GEHLAUT 3,15,52,493 5.17 ORTHIA PROPERTIES PRIVATE LIMITED 4,16,23,777 6.82 ORTHIA CONSTRUCTIONS PRIVATE LIMITED 3,70,74,335 6.08 ZELKOVA BUILDERS PRIVATE LIMITED 3,09,33,258 5.07 INUUS PROPERTIES PRIVATE LIMITED 1,70,00,000 2.79 INUUS DEVELOPERS PRIVATE LIMITED 1,68,00,000 2.75 TOTAL PROMOTER HOLDING 17,49,83,863 28.68 B. PUBLIC SHAREHOLDING 41,52,85,714 68.08 C. NON PROMOTER NON PUBLIC 1,97,54,433 3.24 TOTAL 61,00,24,010 100.00 (b) Details of proposed acquisition by Acquirer Trust: i. The Acquirer is a private family trust, having Address: House No. 742, Sector 21, Gurugram, Haryana-122016, PAN: AAZTS7582A and email address as secretarialgurgaon@yahoo.in. The Trust has been settled under the provisions of the Indian Trusts Act, 1882 for the benefit of the specified members of ‘Gehlaut Family’. The beneficiaries of the Acquirer Trust are the immediate relatives of the promoter of Dhani Services Limited (Target Company) and part of promoter / promoter group. ii. Gehlaut Family comprises of the following members: (a) Mr. Sameer Gehlaut (SG) (b) Mrs. Divya Gehlaut (Wife of SG) (c) Ms. Devika Sameer Gehlaut (Daughter of SG) (d) Mr. Dev Sameer Gehlaut (Son of SG) (e) Mrs. Krishna Gahlawat (Mother of SG) (f) Mr. Balwan Singh (Father of SG) (g) Mr. Jagdeep Singh Virk (Father-in-law of SG) (h) Mrs. Sumita Virk (Mother-in-law of SG) (i) Mr. Narendra Gehlaut (Brother of SG) (j) Lineal Descendants of Mr. Sameer Gehlaut

Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

iii. The Settlor, Trustees and beneficiaries of the aforementioned Acquirer Trust are as under:

TABLE II: DETAILS OF ACQUIRER TRUST Settlor Trustees Beneficiaries Relationship Mr. Balwan 1) Mr. Sameer Gehlaut 1) Mrs. Divya The Beneficiaries Singh 2) Mrs. Krishna Gehlaut and trustees are Gahlawat (Wife of Mr. immediate (Father of (Mother of Mr. Sameer family members. Mr. Sameer Sameer Gehlaut) Gehlaut) In addition, any Gehlaut) 3) Mr. Balwan Singh 2) Ms. Devika member of (Father of Sameer Sameer Gehlaut family Gehlaut) Gehlaut can be added as a (Daughter of beneficiary by Mr. Sameer the trustees with Gehlaut) unanimous 3) Mr. Dev consent. Sameer Gehlaut (Son of Mr. Sameer Gehlaut)

iv. Mr. Sameer Gehlaut is the promoter of the Target Company. The total promoter and promoter group shareholding in the Target Company is 28.68%. A pictorial diagram depicting the detail of Mr. Sameer Gehlaut and associate companies is provided below: Sameer Gehlaut 100% 100% Employee Inuus Inuus Public Welfare Trust Properties Developers Shareholders and DRs

100% 100% 100% Orthia Zelkova Orthia Constructions Builders Properties 6.08% 5.07% 6.82% 2.75% 68.08% 3.24% 2.79% DSL 5.17%

Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

v. Mr. Sameer Gehlaut proposes to settle / gift, without consideration, 100% shares of Inuus Developers Private Limited to the Applicant Trust. The Applicant Trust will indirectly hold 117,051,863 fully paid shares and 26,379,507 partly paid up shares representing (23.51%) shareholding of Target Company through Inuus Developers Private Limited. vi. Mr. Sameer Gehlaut holds 100% equity shares of Inuus Properties Private Limited and Inuus Developers Private Limited. Their wholly owned subsidiary companies are promoters of Target Company. Details are as follows:  Orthia Constructions Private Limited and Zelkova Builders Private Limited are wholly-owned subsidiaries of Inuus Properties Private Limited.  Orthia Properties Private Limited is a wholly-owned subsidiary of Inuus Developers Private Limited. vii. The Acquirer Trust has been registered vide trust deed dated March 16, 2020, supplementary trust deed dated June 15, 2020 and second supplementary trust deed dated July 13, 2020 (collectively called “Trust Deed”). viii. It was submitted that an application has been filed before National Company Law Tribunal (NCLT), Chandigarh on May 19, 2019 for approval of Scheme of Amalgamation of Orthia Properties Private Limited, Orthia Constructions Private Limited, Zelkova Builders Private Limited, Inuus Properties Private Limited with Inuus Developers Private Limited. ix. In order to have a clear division of investments / shares for the purpose of succession planning, shares of Target Company held by Orthia Properties Private Limited, Orthia Constructions Private Limited, Zelkova Builders Private Limited, Inuus Properties Private Limited will be transferred to Inuus Developers Private Limited, prior to the proposed acquisition. Post the said transfer, Mr. Sameer Gehlaut proposes to settle / gift, without consideration, 100% shares of Inuus Developers Private Limited to the Applicant Trust. A pictorial representation depicting the proposed shareholding pattern of Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

Target Company, post effectiveness of the Scheme and proposed acquisition of shares of Inuus Developers Private Limited by the Applicant Trust will be as under:

(c) In case the Scheme is not approved by NCLT prior to the proposed acquisition, Mr. Sameer Gehlaut will settle/gift, without consideration, 100% shares of Inuus Properties Private Limited and Inuus Developers Private Limited in the Applicant Trust. Accordingly, the Applicant Trust will hold 117,051,863 fully paid shares and 26,379,507 partly paid up shares of the Target Company, representing 23.51% shareholding in the Target Company, through Inuus Developers Private Limited and Inuus Properties Private Limited. However, the exact indirect shareholding of the Applicant Trust in the Target Company will depend upon the actual number of shares of Target Company held by Inuus Developers Private Limited, Inuus Properties Private Limited and their wholly owned subsidiaries, on the date of settlement. (d) The proposed acquisition involves: i. Indirect acquisition of 117,051,863 fully paid shares and 26,379,507 partly paid up shares representing (23.51%) shareholding of the Target Company by the Acquirer Trust through Inuus Developers Private Limited. ii. There would be no alteration to the total equity share capital or voting rights of the Target Company as a result of the proposed indirect acquisition. iii. The shareholding pattern of the Target Company (pre and post proposed acquisition) will be as follows: Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited) SSGG aaee mmhh eell aa

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Shareholders’ Before the proposed After the proposed acquisition category acquisition Number of % of equity Number of % of equity equity shares shares / total equity shares / shares / total / total voting voting capital total voting voting capital rights held held rights held held Promoter and Promoter Group other than Acquirer Sameer Gehlaut 3,15,52,493 5.17 3,15,52,493 5.17 Orthia Properties 4,16,23,777 6.82 Private Limited Orthia Constructions 3,70,74,335 6.08 Private Limited Zelkova Builders 3,09,33,258 5.07 Private Limited Inuus Properties 1,70,00,000 2.79 Private Limited Inuus Developers 1,68,00,000 2.75 14,34,31,370 23.51 Private Limited Sameer Gehlaut IVL 0 0 * * Trust through Inuus Developers Private Limited Total Promoter and 17,49,83,863 28.68 17,49,83,863 28.68 Promoter Group Public Shareholding 41,52,85,714 68.08 41,52,85,714 68.08 Shares underlying DRs 54,433 0.01 54,433 0.01 Employee Welfare 1,97,00,000 3.23 1,97,00,000 3.23 Trust Total non- Promoter 1,97,54,433 3.24 1,97,54,433 3.24 non-Public GRAND TOTAL 61,00,24,010 100% 61,00,24,010 100%

Grounds for seeking exemption 6. The Acquirer Trust has sought exemption vide its Application on the following grounds: (a) The Acquirer Trust is a family trust and administered by the members of Gehlaut Family. Pursuant to the proposed acquisition, the Acquirer Trust shall form part of promoter group of the Target Company. There is no change in control of the Target Company as Mr. Sameer Gehlaut will continue to be the promoter of the Target Company. (b) The proposed acquisition is only an internal reorganization of the shareholding of the Target Company within promoter’s family for the purpose of a private family arrangement for the benefit of immediate relatives of the promoter. The Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

proposed acquisition will not be prejudicial to the interests of the public shareholders of the Target Company. (c) There will be no change in the overall promoter shareholding of the Target Company & Gehlaut Family will continue to be in control. The pre-acquisition and post-acquisition shareholding of promoter and promoter group would remain same at 28.68%. (d) Although the Applicant Trust shall form part of promoter group of Target Company, acquisition of shares by a trust is not specifically exempt under Takeover Regulations, 2011. Hence, the present application is filed for exemption from open offer under regulation 11 of Takeover Regulations, 2011. Also, automatic exemptions available under regulation 10 of Takeover Regulations, 2011 do not apply to the proposed transaction. 7. The Acquirer Trust (vide the Application) have confirmed compliance with the following Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017- (a) The Acquirer Trust is in substance, only a mirror image of the Promoters’ holdings and consequently, there is no change of ownership or control of the shares or voting rights in the Target Company. (b) Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries in the Acquirer Trust. (c) The beneficial interest of the beneficiaries of the Acquirer Trust have not been and will not in the future, be transferred, assigned or encumbered in any manner including by way of pledge / mortgage. (d) In case of dissolution of the Acquirer Trust, the assets will be distributed only to the beneficiaries of the trusts or to their legal heirs. (e) The Trustees of the Acquirer Trust will not be entitled to transfer or delegate any of their powers to any person other than one or more of themselves. (f) Any change in the trustees / beneficiaries and any change in ownership or control of shares or voting rights held by Acquirer Trust shall be disclosed within

Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

2 days to the concerned stock exchanges with a copy endorsed to SEBI for its record. (g) As far as the provisions of the SEBI Act, 1992 and the regulations framed thereunder are concerned, the ownership or control of shares or voting rights will be treated as vesting not only with the Trustees but also indirectly with the beneficiaries. (h) The liabilities and obligations of individual transferors under the SEBI Act, 1992 and the regulations framed thereunder will not change or get diluted due to transfers to the Acquirer inTrust. (i) The Acquirer Trust shall confirm, on an annual basis, that they are in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the Target Company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (j) The Acquirer Trust shall get their compliance status certified from an independent auditor annually and furnish the certificate to the Stock Exchanges for public disclosure with a copy endorsed to SEBI for its records. (k) The proposed acquisition is in accordance with the provisions of the Companies Act, 2013 and other applicable laws. (l) The transferors are disclosed as promoters in the shareholding pattern filed with the Stock Exchanges for a period of at least 3 years prior to transfer (except for holding on account of inheritance). (m) There is no layering in terms of trustees / beneficiaries in case of Acquirer Trust. (n) The Trust Deed agreement does not contain any limitation of liability of the trustees / beneficiaries in relation to the provisions of the SEBI Act, 1992 and all regulations framed thereunder.

Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

Consideration 8. I have considered the Application submitted by the Acquirer Trust and other material available on record. Without reiterating the facts as stated above, the following is noted: (a) The Application submitted is in respect of the proposed indirect acquisition of shares and voting rights in the Target Company i.e. Dhani Services Limited (earlier known as “Indiabulls Ventures Limited”). The proposed Acquisition as detailed above, will attract the provisions of regulation 5(1) read with regulation 3(2) & regulation 4 of the Takeover Regulations, 2011 as per the Application made on behalf of the proposed Acquirer Trust. (b) Pursuant to the proposed acquisition, the Acquirer Trust would hold 23.51% equity shares in Target Company through Inuus Developers Private Limited. (c) The objective of the proposed acquisitions is to achieve efficient succession planning and for holding the controlling interest in the Target Company in one entity rather than spreading the holding amongst different individuals which may not be in the best interest of the Target Company. Efficient succession planning for the next generation is being facilitated through the Acquirer Trust. (d) There will be no change in control of the Target Company pursuant to the proposed acquisition, as stipulated under the SEBI Circular dated December 22, 2017. (e) The pre–acquisition and post–acquisition shareholding of the Promoters in the Target Company will remain the same. (f) There will also be no change in the public shareholding of the Target Company. (g) The Target Company shall continue to be in compliance with the Minimum Public Shareholding requirements under the Securities Contracts Regulation Rules, 1957 (“SCRR”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (h) The proposed Acquirer Trust has also confirmed that it is in compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017 (as reproduced at paragraph 7). Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

(i) Considering the aforementioned, I am of the view that exemption as sought for in the Application (read with further submissions) may be granted to the proposed Acquirer Trust, subject to certain conditions as ordered herein below. Order 9. I, in exercise of the powers conferred upon me under Section 19 read with Section 11(1) and Section 11(2)(h) of the Securities and Exchange Board of India Act, 1992 and Regulation 11(5) of the Takeover Regulations, 2011 hereby grant exemption to the proposed Acquirer, viz. SAMEER GEHLAUT IVL TRUST from obligation to make an open offer under regulation 5(1) read with regulation 3(2) & regulation 4 of the Takeover Regulations, 2011 with respect to the proposed indirect acquisitions in the Target Company, viz. Dhani Services Limited (through Inuus Developers Private Limited), by way of proposed transactions as mentioned in the Application. 10. The exemption so granted is subject to the following conditions: (a) The proposed acquisition shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws. (b) On completion of the proposed acquisition, the proposed Acquirer shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the Takeover Regulations, 2011. (c) The statements / averments made or facts and figures mentioned in the application and other submissions by the proposed Acquirer are true and correct. (d) The proposed Acquirer shall ensure compliance with the statements, disclosures and undertakings made in the application. The proposed Acquirer shall also ensure compliance with the provisions of the SEBI Circular dated December 22, 2017. (e) The proposed Acquirer shall also ensure that the covenants in the Trust Deeds are not contrary to the above conditions and undertaking provided by the transferors. In such case, the Trust Deeds shall be suitably modified and expeditiously reported to SEBI. 11. The exemption granted above is limited to the requirements of making open offer under the Takeover Regulations, 2011 and shall not be construed as exemption from the Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)

disclosure requirements under Chapter V of the aforesaid Regulations; compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations. 12. The Application dated October 16, 2020 and related correspondences, filed by Sameer Gehlaut IVL Trust are accordingly disposed of.

-Sd- Place: Mumbai S. K. MOHANTY Date: March 19, 2021 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

Order in the matter of Dhani Services Limited (earlier known as Indiabulls Ventures Limited)