Exemption order under regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of Supreme Holdings & Hospitality (India) Limited

Background 1. Supreme Holdings & Hospitality (India) Limited (for convenience “Target Company”) is a company incorporated on April 15, 1982 having its registered office address at Office No. 510 to 513, 5th Floor, Platinum Square, Shri Satpal Malhotra Marg, Nagar Road Pune – 411014 and the equity shares of the Target Company are listed on BSE Limited (“BSE”). 2. An Application dated July 29, 2021 (for convenience “Application”) seeking exemption from the applicability of inter alia regulation 3(1) read with 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 Ms. Namita Jatia on behalf of Falcon Trust and Trinity Trust (for convenience “Acquirer Trusts”/ “ Applicants / Proposed Acquirers”). 3. Regulations 3 (1) and regulation 4 of the Takeover Regulations, 2011 states as under:- Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited

Substantial acquisition of shares or voting rights. Regulation. 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. Regulation 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.” 4. In the aforementioned Application and subsequent submissions, the following was, inter alia, stated: (a) The shareholding of the Target Company as on the date of Application, is as under: Sr. Name No. of shares % no. A. PROMOTER/ PROMOTER GROUP 1. Nitta Jatiya 100 0.00 2. Atishay Jatia 2,943 0.01 3. Smita Jatia 10,563 0.03 4. Ankita Jatia 12,500 0.04 5. Prateek Jatia 4,22,700 1.19 6. Vinod Jatiya 32,12,200 9.05 7. Vinod Kumar Jatia HUF 40,03,600 11.29 8. Namita Jatia 69,56,635 19.61 9. Vidip Jatia 75,85,350 21.38 10. Yardley Investments & Trading Co. Pvt Ltd 2,53,496 0.71 11. Grandeour Hotels Pvt Ltd 0 0 TOTAL PROMOTER SHAREHOLDING 2,24,60,087 63.31 B. PUBLIC SHAREHOLDING 1,30,16,766 36.69 TOTAL 3,54,76,853 100.00

Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited (b) Detail of proposed acquisition by Acquirer Trusts: i. Mrs. Namita Jatia and Mr. Vidip Jatia are a part of the promoter since the 2016 and 1995 respectively. The Proposed Acquisition involves transfer of equity shares of the Target Company from Mrs. Namita Jatia to the Falcon Trust and Mr. Vidip Jatia to Trinity Trust as provided below: Sr. No. Name of promoter Acquirer No. of equity % of total shares being paid-up acquired capital 1 Mrs. Namita Jatia Falcon Trust 69,56,635 19.61 2 Mr. Vidip Jatia Trinity Trust 75,85,350 21.38 Total 1,45,41,985 40.99 ii. The Proposed Acquisition by the Acquirer Trusts will be effected by way of contribution / settlement which would be an off-market transaction and would be without any monetary consideration. (c) The Settlor, Trustees and beneficiaries of the aforementioned Acquirer Trusts are as under – Acquirer Trust – 1 (Falcon Trust) Settlor Trustees Beneficiaries Relationship

Mrs. Namita Mrs. Nitta Jatiya Lineal descendants of Mrs. Trustee and Jatia Mrs. Namita Jatia Namita Jatia beneficiaries are immediate relatives and part of promoter group of Target Company.

Acquirer Trust – 2 (Trinity Trust) Settlor Trustees Beneficiaries Relationship

Mr. Vidip Jatia Mrs. Nitta Jatiya  Mrs. Namita Jatia Trustee and Mrs. Namita Jatia  Mrs. Sanjana Jatia (Spouse of beneficiaries are Mr. Vidip Jatia) immediate relatives and part of  First child of Mr. Vidip Jatia promoter group of  Second child of Mr. Vidip Target Company. Jatia  lineal descendants of Mr. Vidip Jatia other than already provided above. Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited (d) The prior and post shareholding subsequent to the Proposed Acquisition by Acquirer Trusts will be as under: Shareholders’ Pre-Acquisition holding Post-Acquisition holding category No. of shares % of share No. of shares % of share holding holding Promoter and Promoter Group other than Acquirer Trusts Nitta Jatiya 100 0.00 100 0.00 Atishay Jatia 2,943 0.01 2,943 0.01 Smita Jatia 10,563 0.03 10,563 0.03 Ankita Jatia 12,500 0.04 12,500 0.04 Prateek Jatia 4,22,700 1.19 4,22,700 1.19 Vinod Jatia 32,12,200 9.05 32,12,200 9.0 Vinod Kumar 40,03,600 11.29 40,03,600 11.29 Jatia HUF Namita Jatia 69,56,635 19.61 0 0 Vidip Jatia 75,85,350 21.38 0 0 Yardley 2,53,496 0.71 2,53,496 0.71 Investments & Trading Co. Pvt Ltd Grandeour Hotels 0 0 0 0 Pvt Ltd Nitta Jatiya 100 0.00 100 0.00 Acquirer Trusts 0 Falcon Trust 0 69,56,635 19.61 75,85,350 21.38 0 Trinity Trust 0 Total Promoter and Promoter Group 2,24,60,087 63.31 2,24,60,087 63.31 Public 1,30,16,766 36.69 1,30,16,766 36.69 Shareholding Total 3,54,76,853 100% 3,54,76,853 100%

Grounds for seeking exemption 5. The Acquirer Trusts have sought exemption vide Application on the following grounds:

Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited (a) Consolidate Control and achieve Succession Planning objectives – The Proposed Acquisition will take place pursuant to a private family arrangement which is intended to streamline the Jatia Family’s shareholding in the Target Company with a view to consolidate control and achieve succession planning objectives. (b) Non prejudicial to the interest of public shareholders – The Proposed Acquisition is a non-commercial transaction which will not prejudice the interests of the public shareholders of the Target Company in any manner. (c) No change in the control and management of the Target Company - The Proposed Acquisition by the Acquirer Trusts is only an internal reorganization within the Jatia family. The Transferors i.e. Mrs. Namita Jatia, Mr. Vidip Jatia and/or the persons acting in concert with the Transferor are directly in control of the Acquirer Trusts and hence, there will be no change in control of the Target Company after the Proposed Acquisition. Further, there will be no change in the management of the Target Company pursuant to the Proposed Acquisition.

(d) Proposed Acquisition is not by a third party - Pursuant to the Proposed Acquisition, no outsider / third party will acquire shares in the Target Company as the acquisition takes place between the members of the Jatia Family who are part of the promoter / promoter group of the Target Company and the Acquirer Trusts, having such promoters/ promoter group and their immediate relatives as Trustees and the Beneficiaries. (e) No fresh acquisition of shares – As per the proposed Acquisition, Mrs. Namita Jatia and Mr. Vidip Jatia will transfer 40.99% equity share capital of the Target Company’s to the Acquirer Trusts, wherein the persons forming part of the promoter / promoter group of the Target Company and their immediate relatives are the Trustees and Beneficiaries. There is no fresh acquisition of shares by the promoter group and the pre-acquisition and post-acquisition shareholding of the promoters and promoter group in the Target Company will remain the same i.e. 63.31%; (f) No change in the public shareholding - There will also be no change in the public shareholding of the Target Company pursuant to the Proposed Acquisition.

Further, the Target Company shall continue to be in compliance with the minimum Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited public shareholding requirements under the Securities Contracts Regulation Rules, 1957 (SCRR, 1957) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, Regulations 2015). (g) Proposed Acquisition imparts comfort and stability to public shareholders - Given the objectives for the settlement of the Acquirer Trusts, it would in fact incentivize the persons in control and management of the Target Company to continue to remain vested with the control of the Target Company for a longer period of time, and the public shareholders of the Target Company are likely to benefit pursuant to the acquisition of shares by the Acquirer Trusts. It is submitted that a trust by its very nature is difficult to unwind, and it is submitted that the Trust provides for unified structure for the assets of the family, thereby making transfer of shares of the Target Company even more difficult than it currently is, and this will also prevent any erosion of Promoter shareholding in the Target Company.

6. The Acquirer Trusts vide the Application and further submissions (email dated September 09, 2021) have confirmed compliance with the following guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017: (a) The Acquirer Trusts are 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 of the Acquirer Trusts. (c) The beneficial interest of the beneficiaries of the Acquirer Trusts 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 Trusts, the assets will be distributed only to the beneficiaries of the trusts or to their legal heirs. (e) The Trustees will not be entitled to transfer or delegate any of their powers to any person other than one or more of themselves.

Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited (f) Any change in the trustees / beneficiaries and any change in ownership or control of shares or voting rights held by Acquirer Trusts 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 Securities and Exchange Board of India Act, 1992 (for convenience “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 Trusts. (i) The Acquirer Trusts 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 LODR, Regulations, 2015. (j) The Acquirer Trusts 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 Trusts. (n) The Trust Deed of the Acquirer Trusts 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.

Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited

Consideration 7. I have considered the Application submitted by the Acquirer Trusts 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 direct and indirect acquisition of shares and voting rights in the Target Company i.e. Supreme Holdings & Hospitality (India) Limited. The proposed acquisition as detailed at paragraph 4 (b) above, will attract the provisions of regulation 3(1) read with regulation 4 of the Takeover Regulations, 2011 as per the Application made on behalf of the proposed Acquirer Trusts. (b) Pursuant to the proposed acquisitions, the Acquirer Trusts would hold 1,45,41.985 (40.99%) equity shares in the Target Company and along with promoters they would exercise control over 63.31% of Target Company. (c) The objective of the proposed acquisitions is to consolidate control and achieve succession planning in the Target Company. (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 SCRR 1957 and the SEBI LODR Regulations, 2015. (h) The Acquirer Trusts have also confirmed that they are in compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017 (as reproduced at paragraph 6 of this Order). (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 Acquirer Trusts, subject to certain conditions as ordered herein below. Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited

Order 8. I, in exercise of the powers conferred upon me under Section 19 read with Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992 and Regulation 11(5) of the Takeover Regulations, 2011 hereby grant exemption to the Proposed Acquirers, viz. Falcon Trust and Trinity Trust from complying with the requirements of regulation 3 (1) read with regulation 4 of the Takeover Regulations, 2011 with respect to the proposed direct acquisitions in the Target Company viz. Supreme Holdings & Hospitality (India) Ltd. by way of proposed transactions as mentioned in the Application. 9. 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 Trusts 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 Acquirers are true and correct. (d) The Proposed Acquirers shall ensure compliance with the statements, disclosures and undertakings made in the Application. The Proposed Acquirers shall also ensure compliance with the provisions of the SEBI Circular dated December 22, 2017. (e) The Proposed Acquirers 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. 10. 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. Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited

11. The Application dated July 29, 2021 and related correspondences, filed by Falcon Trust and Trinity Trust is accordingly disposed of. -Sd- Place: Mumbai S. K. MOHANTY Date: October 29, 2021 WHOLE TIME MEMBER SECURITIES AND EXCHANGEBOARD OF INDIA

Exemption Order in the matter of Supreme Holdings & Hospitality (India) Limited