Wendt Finance Private Limited, along with other acquirers, has submitted a disclosure under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 regarding the acquisition of equity shares of Birla Cotsyn (India) Limited. The disclosure was made to the Bombay Stock Exchange (BSE Limited) in compliance with SEBI regulations following the approval of a Composite Scheme of Compromise and Arrangement by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, through its order dated January 9, 2025.

The acquisition, executed as part of the Composite Scheme, is exempted under Regulation 10(1)(d)(ii) and 10(1)(de) of the Takeover Regulations. The formal intimation was submitted by Mr. Akhil Jain, Director of Wendt Finance Private Limited, on March 13, 2025, on behalf of the acquirers.

Details of the Acquisition

The acquisition of shares in Birla Cotsyn (India) Limited (Scrip Code: 533006; Scrip Name: BIRLACOT) was carried out through a Composite Scheme of Compromise and Arrangement involving Nikhil Jain, Rohstoffe International Private Limited, and Wendt Finance Private Limited (together referred to as the Acquirers), along with the Company, its creditors, and shareholders.

The acquisition was exempted under Regulation 10(1)(d)(ii) and 10(1)(de) of SEBI (SAST) Regulations, 2011, which provides exemption from an open offer in cases where the acquisition is pursuant to a court-approved scheme.

Background of the Composite Scheme

The Composite Scheme of Compromise and Arrangement was filed under:

• Section 230 of the Companies Act, 2013
• Section 66 and other applicable provisions of the Companies Act, 2013
• Provisions of the Insolvency and Bankruptcy Code (IBC), 2016

The scheme was aimed at restructuring and realigning the shareholding pattern and financials of Birla Cotsyn, enabling an effective compromise between the acquirers and other stakeholders. The scheme was approved by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench on January 9, 2025, paving the way for the completion of the share acquisition process.

Details of the Exempted Acquisition

As per Regulation 10(1)(d)(ii) and 10(1)(de) of SEBI (SAST) Regulations, 2011, the acquisition is exempted when the transfer of shares or voting rights is pursuant to a scheme of arrangement or compromise approved by a court or tribunal under Sections 230-232 of the Companies Act, 2013.

Provisions Cited for Exemption:

• Regulation 10(1)(d)(ii): Acquisitions pursuant to a scheme approved by a court or tribunal.
• Regulation 10(1)(de): Acquisitions involving a transfer to acquirers pursuant to a scheme that is duly approved under relevant provisions.

Summary of Acquisition Details

• Name of the Target Company: Birla Cotsyn (India) Limited
• Scrip Code: 533006
• Scrip Name: BIRLACOT
• Acquirers: Nikhil Jain, Rohstoffe International Private Limited, and Wendt Finance Private Limited
• Mode of Acquisition: Pursuant to Composite Scheme approved by NCLT
• Date of NCLT Order Approval: January 9, 2025
• Date of Disclosure Submission: March 13, 2025

Compliance with SEBI Regulations

The disclosure of the acquisition was made under Regulation 10(6) of SEBI (SAST) Regulations, 2011, which mandates that an acquirer is required to disclose any exempt acquisition to the stock exchange where the shares of the target company are listed. The disclosure ensures transparency and compliance with the regulatory framework, protecting the interests of minority shareholders and other stakeholders.

Details of Filing and Disclosure

The formal disclosure was submitted to the Bombay Stock Exchange (BSE Limited), located at P.J. Towers, Dalal Street, Fort, Mumbai - 400001. The disclosure was filed by Mr. Akhil Jain, Director of Wendt Finance Private Limited, bearing DIN: 03296467, on March 13, 2025.

The corporate address of Wendt Finance Private Limited is:

• 1304, Regent Chambers, Jamnalal Bajaj Road, Nariman Point, Mumbai – 400021
• CIN: U65999MH2022PTC380363
• Contact Number: +91 22 22831288

Role of NCLT and Compliance Under IBC

The acquisition was made possible under the provisions of the Insolvency and Bankruptcy Code (IBC), 2016, with the scheme approved by the NCLT Mumbai Bench. The involvement of the tribunal ensures that the acquisition is carried out in accordance with applicable laws and protects the interests of all stakeholders.

Conclusion: Ensuring Transparency and Regulatory Compliance

The acquisition of equity shares of Birla Cotsyn (India) Limited by Wendt Finance Private Limited and other acquirers through a court-approved Composite Scheme of Compromise and Arrangement is a significant move aimed at realigning the company’s shareholding structure. The exemption from an open offer under Regulation 10(1)(d)(ii) and 10(1)(de) ensures that the acquisition process is transparent and compliant with SEBI regulations.

By duly filing the disclosure under Regulation 10(6) of the SEBI (SAST) Regulations, 2011, the acquirers have adhered to the regulatory requirements, reinforcing their commitment to corporate governance and compliance with statutory obligations.

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