Mr. Vijay Chugh, one of our Directors, became an additional director of Dhani Services Limited (formerly
Indiabulls Ventures Limited) (“IVL/DSL”), with effect from December 21, 2020. IVL/DSL is registered with
the SEBI as a stock broker. IVL/DSL is in the process of surrendering its registration with effect from March 16,
2021 as a stock broker through an application filed with SEBI. The SEBI has imposed the following penalties on
IVL/DSL:

e Letter dated May 22, 2017 issued by SEBI, in connection with non-Compliance with SEBI Takeover
Regulations, Regulation 3(2) of the SEBI Takeover Regulations pursuant to preferential issue by
IVL/DSL (‘Target Company’). The promoters of IVL/DSL had submitted themselves to a consent
order, pursuant to which SEBI settled the proceedings vide its settlement order dated December 10,
2018 on payment of 24.79 million.

Show cause notice dated August 20, 2020 issued to IVL/DSL and another, under Section 15 I of the
SEBI Act read with Rule 4(1) of SEBI (Procedure for holding enquiry and imposing penalty) Rules,
1995 in the matter of IVL/DSL. Pursuant to its order dated May 21, 2021, SEBI has levied a penalty of
%5 million on IVL/DSL and of 0.5 million on Mr. Lalit Sharma (Company Secretary of IVL/DSL). On
appeal filed by IVL/DSL, Securities Appellate Tribunal (SAT) has stayed the above order of SEBI on
deposit of 50% of penalty imposed by SEBI.

e Deficiency letter issued by SEBI pursuant to letter dated August 14, 2017 in respect of SEBI inspection
as depository division during March 8-10, 2016. Corrective action has been taken by IVL/DSL.

Confirmation under Companies (Significant Beneficial Owners) Rules, 2018

Our Company, the Promoters, the members of the Promoter Group, each of the Selling Shareholders, severally
and not jointly, have confirmed that they are in compliance with the Companies (Significant Beneficial Owners)
Rules, 2018, to the extent applicable, as of the date of this Prospectus.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, as.
disclosed below.

. Our Company has net tangible assets of at least 730 million, calculated on a restated and consolidated
basis, in each of the three immediately preceding full years (of 12 months each), of which not more
than 50% of the net tangible assets are held as monetary assets.

. Our Company has an average operating profit of %150 million, calculated on a restated and
consolidated basis, during the three preceding years (of 12 months each), with operating profit in each
of these preceding three years.

. Our Company has a net worth of at least 710 million in each of the three immediately preceding full
years (of 12 months each), calculated on a restated and consolidated basis.

. Our Company has not changed its name during the immediately preceding year.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profit and net worth derived from the Restated Consolidated Financial Information included in this

Prospectus as at, and for the three immediately preceding Financial Years are disclosed below.

Derived from the Restated Consolidated Financial Information

 

 

 

 

 

 

 

 

 

 

(@ in million)
Financial Year
Particulars 2021 2020 2019
Net tangible assets*, as restated and consolidated 5,065.00 4501.20 3,871.27
Operating profit™, as restated and consolidated 1,772.81 2,168.42 1,976.62
Net Worth*"*, as restated and consolidated 5,586.62 4,989.55 4,249.34
Monetary assets,# as restated and consolidated 7,154.04 989.91 421.55

 

Source: Restated Consolidated Balance Sheet and Restated Consolidated Statement of Profit and Loss of the Company as included in this
Prospectus under the section “Financial Statements”.

Note: The proposed offer is an offer for sale of existing Equity Shares only. Accordingly, the criteria as specified under Regulation 6(1)(a)

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