Exemption order under regulation 11(5) of SEBI (SAST) Regulations, 2011 in the matter of Indiabulls Integrated Services Limited (now known as Yaarii Digital Integrated Services Limited)

WTM/SKM/CFD/07/2020-21 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11(1) AND SECTION 11(2)(h) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH REGULATION 11(5) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011. IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN – TARGET COMPANY INDIABULLS INTEGRATED SERVICES LIMITED (now known as YAARII DIGITAL INTEGRATED SERVICES LIMITED) ACQUIRER SAMEER GEHLAUT IIS TRUST

Background 1. Indiabulls Integrated Services Limited (for convenience “Target Company”) is a company incorporated on July 24, 2008 having its registered office address at 448-451, Udyog Vihar Phase, Gurugram, Haryana – 122016 and on November 25, 2020 its name was changed on to Yaarii Digital Integrated Services Limited. 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 15, 2020 (for convenience “Application”) seeking exemption from the applicability of inter alia regulation 5(1) read with regulation 3(1) & 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 indirect acquisition of shares in the Target Company, was received by SEBI from Mrs. Krishna Gahlawat and Mr. Balwan Singh (Trustees) on behalf of Sameer Gehlaut IIS Trust (for convenience “Acquirer/ Applicant”). 4. Regulation 3(1), 4 and 5(1) of the Takeover Regulations, 2011 states as under:

Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated Services Limited)

Substantial acquisition of shares or voting rights. Reg. 3(1): No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in 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. 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: Sr. Name of shareholder No. of shares % no. A. PROMOTER/ PROMOTER GROUP 1. Sameer Gehlaut 1, 5 0, 0 0 0 0.17 2. Jyestha Infrastructure Private Limited 83,30,412 9.33

Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated

3. Kritikka Infrastructure Private Limited 85,53,576 9.58 4. Powerscreen Media Private Limited 54,00,000 6.05 5. Calleis Real Estate Private Limited 54,00,000 6.05 6. Calleis Constructions Pvt. Ltd. 54,00,000 6.05 7. Calleis Properties Private Limited 54,00,000 6.05 8. Karanbhumi Estates Private Limited 0 0.00 9. Meru Minerals Private Limited 0 0.00 10. Dahlia Infrastructure Private Limited 0 0.00 11. Galax Minerals Private Limited 0 0.00 TOTAL PROMOTER HOLDING 3,86,33,988 43.25 B. PUBLIC SHAREHOLDING 5,06,91,581 56.75 TOTAL 8,93,25,569 100% (b) Detail of proposed acquisition by Acquirer: i. Mr. Sameer Gehlaut and his associate companies (holding 100%) are the promoters of the Target Company. The total promoter and promoter group shareholding in the Target Company is 43.25%. A pictorial diagram depicting the detail of Mr. Sameer Gehlaut and associate companies is provided below: Sameer Gehlaut

100% 100% 100% 100% Meru CalleisReal Karanbhumi Galax Public Minerals Estate Estates Minerals Shareholders

100% 100% 100% 100% 100% 100% Jyestha Powerscreen Calleis Calleis Kritikka Dahlia Infrastructure Media Construction Properties Infrastructure Infrastructure 9.33% 6.05% 6.05% 6.05% 6.05% 9.58% 56.75% IISL 0.17%

Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated ii. An application has been filed before National Company Law Tribunal, Chandigarh (‘NCLT’) for approval of Scheme of Amalgamation (‘Scheme 1’) of inter alia Powerscreen Media Private Limited, Jyestha Infrastructure Private Limited, Calleis Real Estate Private Limited, Calleis Properties Private Limited, Calleis Constructions Private Limited, Karanbhumi Estates Private Limited, Kritikka Infrastructure Private Limited and other promoter companies (‘Transferor Companies 1’) with Meru Minerals Private Limited (‘Transferee Company 1’) on April 25, 2019. iii. Further, an application has been filed before NCLT for approval of the Scheme of Amalgamation (‘Scheme 2’) of inter alia Dahlia Infrastructure Private Limited and other promoter companies (‘Transferor Companies 2’), with Galax Minerals Private Limited (‘Transferee Company 2’), on March 29, 2019. Scheme 1 and Scheme 2 are collectively hereinafter referred to as ‘Schemes’. iv. Post approval by NCLT and effectiveness of the Schemes, Meru Minerals Private Limited will hold 3,84,83,988 fully paid shares of Target Company, representing 43.08% shareholding in Target Company. v. A pictorial representation depicting the proposed shareholding pattern of Target Company, post effectiveness of the Schemes has been provided below: Sameer Gehlaut 100% Meru Public Minerals Shareholders

43.08% 0.17% 56.75% IISL vi. Mr. Sameer Gehlaut proposes to settle/gift, without consideration, 100% shares of Meru Minerals Private Limited in the Acquirer Trust. Assuming that the Schemes will be approved by NCLT prior to the proposed acquisition, the Acquirer Trust will indirectly hold 3,84,83,988 fully paid shares of Target Company, representing 43.08% shareholding in Target Company, through Meru Minerals Private Limited. Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated vii. In case the Schemes are not approved by the NCLT prior to proposed acquisition, Mr. Sameer Gehlaut will settle/gift, without consideration, 100% shares of Meru Minerals Private Limited, Calleis Real Estate Private Limited and Karanbhumi Estates Private Limited in the Acquirer Trust. Accordingly, the Acquirer Trust will hold 3,84,83,988 fully paid shares of Target Company, representing 43.08% shareholding in Target Company, through Meru Minerals Private Limited, Calleis Real Estate Private Limited and Karanbhumi Estates Private Limited. However, the exact indirect shareholding of the Acquirer Trust in Target Company will depend upon the actual number of shares of Target Company held by Meru Minerals Private Limited or Meru Minerals Private Limited, Calleis Real Estate Private Limited and Karanbhumi Estates Private Limited and their wholly owned subsidiaries, on the date of settlement. viii. The Applicant has stated that the proposed indirect acquisition of the shares of the Target Company shall trigger open offer under regulation 5 read with regulation 3 and 4 of Takeover Regulations, 2011. (c) The Settlor, Trustees and beneficiaries of the aforementioned Acquirer Trusts are as under – Settlor Trustees Beneficiaries Relationship Mr. Balwan Mr. Sameer Gehlaut Mrs. Divya Gehlaut Settlor, Trustee and Singh beneficiary are Mrs. Krishna Gahlawat Ms. Devika Sameer immediate relatives Gehlaut Mr. Balwan Singh Gehlaut Mr. Dev Sameer Gehlaut (d) Assuming that grant of approval by NCLT and effectiveness of the Schemes, the prior and post shareholding subsequent to the Proposed Acquisition by Acquirer Trust will be as under: Shareholders’ Before the proposed acquisition After the proposed acquisition category

Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated

Number of % of equity Number of equity % of equity shares / equity shares / shares / total shares / total voting total voting capital total voting voting capital rights held held rights held held Promoter and Promoter Group other than Acquirer Sameer Gehlaut 1,50,000 0.17 1,50,000 0.17 Meru Minerals 3,84,83,988 43.08 3,84,83,988 43.08 Private Limited Acquirer Sameer Gehlaut IIS 0 0 0 0 Trust Total Promoter and 3,86,33,988 43.25 3,86,33,988 43.25 Promoter Group Public Shareholding 5,06,51,981 56.75 5,06,51,981 56.75 Total 8,93,25,569 100% 8,93,25,569 100%

Grounds for seeking exemption 6. The Acquirer Trust has sought exemption vide its Application on the following grounds: (a) Pursuant to the proposed acquisition of shares of Target Company, the Sameer Gehlaut IIS Trust will be considered part of the 'promoter group' of Target Company. (b) The proposed acquisition of shares of Target Company is not by any third party but by the Sameer Gehlaut IIS Trust, which is a family trust settled by Mr. Balwan Singh (father of Mr. Sameer Gehlaut) and administered by the members of Gehlaut Family. Mr. Sameer Gehlaut is a trustee in the trust. Further, other trustees and beneficiaries of the said trust are immediate relatives of Mr. Sameer Gehlaut and part of the promoter group of Target Company as per SEBI ICDR Regulations. (c) There is no change of control of Target Company, as Mr. Sameer Gehlaut, being promoter of Target Company, will continue to be the promoter of Target Company. Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated (d) The sole and exclusive beneficiaries of the Applicant Trust are spouse of Mr. Sameer Gehlaut and his legal lineal descendants only and no third party is a beneficiary.

The beneficiaries of the Sameer Gehlaut IIS Trust are not entitled to transfer their beneficial ownership interest in the Sameer Gehlaut IIS Trust property to any third party. Upon demise/ insolvency of a beneficiary, the beneficial ownership interests in the trust property will vest with the other beneficiaries or the lineal descendants of the relevant beneficiary. (e) The proposed acquisition is only an internal reorganization of the shareholding of Target Company by its promoter for the purpose of a private family arrangement for the benefit of the immediate relatives of the promoter. (f) Further, the proposed acquisition will not be prejudicial to the interests of the public shareholders of Target Company in any manner. 7. The Acquirer Trust (vide the Application dated October 15, 2020 and letter dated January 11, 2021) 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 in 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 in 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 in 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. Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated (f) Any change in the trustees / beneficiaries and any change in ownership or control of shares or voting rights held by in the Acquirer Trust shall be disclosed within 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 and the regulations framed thereunder will not change or get diluted due to transfers to the Acquirer Trust. (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.

Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated (n) The Trust Deed 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. 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. Indiabulls Integrated Services Limited (now known as Yaarii Digital Integrated Services Limited). The proposed Acquisition as detailed above, will attract the provisions of 5(1) read with regulation 3(1) & 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 3,84,83,988 (43.08%) equity shares in Target Company through Meru Minerals 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. Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated (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 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).

(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, 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 IIS Trust from complying with the requirements of regulation 5(1) read with regulation 3(1) & regulation 4 of the Takeover Regulations, 2011 with respect to the proposed indirect acquisitions in the Target Company (through Meru Minerals Pvt. Ltd.) 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.

Order in the matter of Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated (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 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 15, 2020 and related correspondences, filed by Sameer Gehlaut IIS 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 Indiabulls Integrated Services Ltd. (now known as Yaarii Digital Integrated