International Constructions : Voluntary Delisting

CoLiThestingplex,NationalDepartmentExchangeBandraStock(E)Plaza,MumbaiExchangeBandra- 400of

Kurl051India

December 27, 2022

ymited,bol: SUBCAPCITY

D ar S r /Madam,

of the equ ty

of International Constructions

Sub: Update on

Limited from NSE - Sub

ission of Exit Lettsharesof Offer.

1552/2022 datedDelistingcember 22, 2022 issuNSE/LIST/1by .

mpany;

This is with respect to

he voluntary

delisting

of equi y shares of the

Ref: Final Delisting approval Letter No.

19987

nd Circular Ref. No:

ternational Const uctions

("Company") from NSE, we wish to

inform

hat

stock exchange have issued final approvals vide letters dated 22

December,

2022, in

compliance

with

regulat

26

the Delisting Regulations, 2021 (Delis

Zoom Industrial

rvRegulationces LimitLimited("PAC 3"), person acting in c

ncert with

he Acquirer

In

acco

ance

26

of the Delisting R

Mrs. Pri

Devi Sethi

R

dual Public

can

en

the

y Shar s

(bothrentlyhe AcquirersRegulations,

Regulation ).

of

promo er and

r gr up of the comp ny, as

who are

Public

R

dual

period

of

the

wh egulations,or

were

ot

ticipatehethexit

of one yearCompanyfr

the NSE DatecessfuDe

Equity.able. from

("Acq

er") along w th Anil Kumar Sethi HUF ("PAC 1"), Deepak S thi ("PAC 2")

d

fined

under

SEBI (Issuthe of

Capital & Disclosure Requi em nts)

they havyear

Delisting Offer on behalf of the

Acquirer and PACs,

conf rmation

pa

the R v

Book

who unsu

nd

tend

ed

heir

aresod, as per theShareholdersprocedure et-outBuildingthis Ex

Letter of

Offer.

nity to the

2018 (collectively refpart

to as the "PACs") havepromot

an exit oppor

q

ity S

formingar s with

Reverse Book

Processocess anvidedare c

hold

Equi

Exit Offer Price off

Rs.16.50/- per equity

Equita

anytendme duringlisting one

completed the dispatch of Exit Letter of Offersharesto ll thethervicesmaining publicthatsh reholders

S

in

C

mpany

("Resid al Shareh

ld

s"),

to

r

ir

Shares

durTh rsday, January 12, 2023 till

Fri ay, Januaory 12, 2024

days inclusive).

In

this

regard, we have receipt from SKI Capital Se

Limited,

Man ger to

th

CIN:

JAIN

Registered Office: Golden Enclave, Corporate L45309KA1983PLC038816Block, Tower C, rd HAL Old Airport Road, Bengaluru - 560017

Tel: [phone], email: [e-mail],.in Website: - www.inltd.co.in

Conti…

NITESH

Digitally signed by

KUMAR

NITESH KUMAR JAIN

Date: 2022.12.27

17:50:31 +05'30'

PleaseonarealDecembccordagisteredfindbeingenclosedcedispatched27,with2022SEBIcopy. Company/RTAthroughDelistingof the Indian"Exitegulations,.LetterThePost:2:physicalofto2021Offer"all theCopy(ioughcludof the-mail,"ExitpublicwhALplicationshareholdtter-ofmailOffformIDsers"
remainingand SecuritiesPublicTransferShareholdersFrom).	for your records. Samremainingw ll be		to all
In	of Regulation 26 and 27 of the SEBI Delisting	dispatchedExit Letter of
Offer will also be made available on our website at www.inltd.co.in.
We equest you to disseminate the same on your	website Regulations,the earliest.
Y utermsfaithfully,
For International Constructions Limited
Nitesh Kumar Jain
Company Secretary & Compliance Officer
Encl: as above
NITESH		Digitally signed
KUMAR	by NITESH
KUMAR JAIN
JAIN		Date: 2022.12.27
	17:50:59 +05'30'

Registered Office:Tel:Golden+91-80Enclave,-49891637,CorporateCIN:email:L45309KA1983PLC038816Block,info@addgroupTower C, rd.coFloor,.in Website:HAL Old -Airportwww.inltdRoad,.coBengaluru.in - 560017

	December 27, 2022
To
The Manager,	The Company Secretary,
National Stock Exchange of India Limited	International Constructions Limited
Exchange	Address: Golden Enclave, Corporate Block,
Address: Plaza, C-1, Block G, Bandra Kurla	Tower C 3rd floor, HAL Old Airport Road
Complex, Bandra East, Mumbai- 400051	Bengaluru - 560017

Subject: Update in relation to voluntary delisting of the equity shares of International Constructions Limited ("Company") from National Stock Exchange of India Limited in

accordance with the provisions of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended ("Delisting Regulations")

Dear Sir/ Madam,

We, SKI Capital Services Limited, manager to the Delisting Offer wish to inform you that of one of the promoters of the International Constructions Limited viz., Mrs. Priti Devi Sethi ("Acquirer") along

with Anil Kumar Sethi HUF ("PAC 1"), Deepak Sethi ("PAC 2") and Zoom Industrial Services Limited ("PAC 3"), person acting in concert with the Acquirer who are forming a part of the promoter and promoter group of the company, as defined under the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 (collectively referred to as the "PACs"), had expressed their intention to voluntarily delist the Equity Shares from the concerned stock exchange where the equity shares of the Company, presently listed namely, National Stock Exchange of India Limited (hereinafter referred to as, "NSE" or "Stock Exchange"), by making a delisting offer in accordance with the SEBI Delisting Regulations ("Delisting Offer").

In connection with the aforesaid Delisting Offer and final delisting approval of NSE dated December 22, 2022, the Acquirer and PACs have issued the Exit Letter of Offer to the Residual Shareholders of the Company.

Dispatch of the Exit Letter of Offer to all the Residual Shareholders of the Company has been completed on December 27, 2022 in terms of Regulation 26 and 27 of the Delisting Regulations.

Please find enclosed a copy of the LOF for your reference and records. Request you to disseminate the said information on your website.

We request you to disseminate the same on your website at the earliest.

Thanking You,

For SKI CapitalEquity | CommoditiesServices Limited| Derivatives | Merchant Banking | RTA | Insurance | Alternative Investment Digitally signed by

GHANISHT

NAGPAL

Date: 2022.12.27 17:41:42 +05'30'

Ghanisht Nagpal

(Authorised Signatory)

SKI Capital Serv ces Limited

Tel: [phone]| www.skicapital.net | Email: [e-mail]

CIN-U74899DL1993PLC054443

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This exit letter of offer ("Exit Letter of Offer") is being sent to you as a Residual Shareholder (defined below) of International Constructions Limited ("Company") in respect of the Delisting of Equity Shares (as defined below) of the Company from the NSE

(as defined below) in accordance with the Delisting Regulations (defined below). In case you have recently sold your Equity Shares, please hand over this Exit Letter of Offer and the accompanying documents to the member of the Stock Exchange (defined below) through whom the sale was effected. Undefined capitalized terms in this Exit Letter of Offer shall have the meaning given to them in the Detailed Public Announcement, the Letter of Offer, the Post Offer PA and the Exit Offer PA (each as defined below).

EXIT LETTER OF OFFER

for the acquisition of Equity Shares from the Residual Shareholders of

INTERNATIONAL CONSTRUCTIONS LIMITED

CORPORATE IDENTIFICATION NUMBER: L45309KA1983PLC038816,

REGISTERED OFFICE: Golden Enclave, Corporate Block, Tower C 3rd floor, HAL Old Airport Road Bengaluru

Bangalore KA 560017 IN,

CONTACT DETAILS: TEL. NO.: [phone], EMAIL ID: [e-mail]; WEBSITE: www.inltd.co.in

COMPANY SECRETARY AND COMPLIANCE OFFICER: NITESH KUMAR JAIN

In terms of Delisting Offer (as defined below) made by

MRS. PRITI DEVI SETHI ("ACQUIRER")

ANIL KUMAR SETHI HUF ("PAC 1")

DEEPAK SETHI ("PAC 2")

ZOOM INDUSTRIAL SERVICES LIMITED ("PAC 3")

The Acquirer along with PACs (as defined below) are making this Exit Offer pursuant to Regulation 26 of the Delisting Regulations and are inviting you to tender the Equity Shares at the Exit Price as mentioned below. ("Exit Offer").

Exit Price: Rs. 16.50/-(Indian Rupees Sixteen and Fifty Paisa Only) per Equity Share

Exit Window Opening Date: Thursday, January 12, 2023 Exit Window Closing Date: Friday, January 12, 2024

Note: The Equity Shares of the Target Company will be delisted from the Stock Exchange with effect from Thursday, January 12, 2023.

THE ENCLOSED EXIT APPLICATION FORM IS TO BE SUBMITTED TO THE REGISTRAR TO THE EXIT OFFER ONLY BY HAND DELIVERY OR REGISTERED POST OR SPEED POST OR COURIER (AT THEIR OWN RISK AND COST) ALONG WITH ALL APPLICABLE DOCUMENTS IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET OUT IN THIS EXIT LETTER OF OFFER.

1. If you wish to tender your Equity Shares pursuant to this Exit Offer to the Acquirer and PACs, you should read this Exit Letter of Offer and the instructions herein carefully.
2. Complete and sign the accompanying exit application form ("Exit Application Form") in accordance with the instructions contained therein and in Exit Letter of Offer; ensure that (a) in case of Equity Shares held in dematerialized form, you have credited your Equity Shares to the specified Special Depository Account (details of which are set out in paragraph 3 of this Exit Letter of Offer) or (b) in case of Equity Shares held in physical form, you have sent the Exit Application Form together with the original share certificate and duly executed transfer deed along with other applicable documents to the Registrar to the Exit Offer; and
3. Submit the required documents as mentioned in paragraph 3 of this Exit Letter of Offer, as applicable, by hand delivery or registered post or speed post or courier to the Registrar to the Exit Offer in accordance with the terms and conditions set out in this Exit Letter of Offer.

Manager to the Exit Offer

Registrar to the Exit Offer

SKI CAPITAL SERVICES LIMITED	Page 1 of 19
718, Dr Joshi Road, Karol Bagh, New Delhi- 110005	SKYLINE FINANCIAL SERVICES PRIVATE
Contact person: Ghanisht Nagpal/ Manick Wadhwa	LIMITED
Ph. No.: 011-41189899	D-153 A, 1st Floor, Okhla Industrial Area, New Delhi -
Email ID: [e-mail]	110020
Webiste: https://skicapital.net/	Contact person: Rati Gupta
SEBI Registration No.: INM000012768	Ph. No.: 011-26812682
	Email ID: [e-mail]
	Website: https://www.skylinerta.com
	SEBI Registration No.: INR000003241

Contents

1. DEFINITIONS AND ABBREVIATIONS
2. INVITATION TO TENDER EQUITY SHARES HELD BY YOU IN THE COMPANY
3. PROCEDURE FOR TENDERING YOUR EQUITY SHARES UNDER THE EXIT OFFER
4. NON-RESIDENTSHAREHOLDERS
5. PAYMENT OF CONSIDERATION
6. EXIT WINDOW
7. STATUTORY AND OTHER APPROVALS
8. NOTE ON TAXATION
9. MISCELLANEOUS
10. COMPLIANCE OFFICER OF THE COMPANY
11. MANAGER TO THE EXIT OFFER
12. REGISTRAR TO THE EXIT OFFER
13. GENERAL DISCLAIMER

Page 2 of 19

96534

198