Xchanging Solutions Limited, a DXC Technology Company CIN: L72200KA2002PLC030072 Registered Office: Kalyani Tech Park - Survey no 1, 6 & 24, Kundanhalli Village, K R Puram Hobli, Bangalore – 560066, Karnataka, India T +91.(0) 80.43640000 www.dxc.technology XSL/SE/2020-21/NSE01 August 13, 2020 Mr. Sareesh Koroth Chief Manager, Surveillance National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Script Code: XCHANGING Subject: Movement in Price Dear Sir, This is with reference to your letter bearing reference no. NSE/CM/Surveillance/9822 dated August 10, 2020 (“Letter”). At the outset we apologize for the delay in responding to your Letter and wish to inform you that there is no such announcement or price sensitive information, which is pending to be intimated by the Company to the stock exchange. Please note that recently on August 5, 2020, DXC Technology India Private Limited, announced its intention to, either individually or together with one or more members of the promoter/promoter group of the Company, launch an offer to voluntarily delist the Company’s equity shares from the BSE Limited and the National Stock Exchange of India Limited by acquiring all the equity shares held by the public shareholders of the Company in accordance the SEBI (Delisting of Equity Shares) Regulations, 2009 and other applicable provisions of law (the “Delisting Proposal”). The Company immediately informed the stock exchanges of the Delisting Proposal, vide letter No. XSL/SE/2020-21/11 dated August 5, 2020 (the intimation is attached as Annexure). We wish to clarify that all the material information has been furnished in public domain and the Company will comply with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and keep the stock exchanges duly informed of all the price sensitive information(s). You are requested to take the above information on record. Thanking You, Yours Sincerely, For Xchanging Solutions Limited Aruna Mohandoss Company Secretary & Compliance Officer Membership No. A24023
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Xchanging Solutions Limited, a DXC
Technology Company
CIN: L72200KA2002PLC030072
Registered Office: Kalyani Tech Park - Survey
no 1, 6 & 24, Kundanhalli Village, K R Puram
Hobli, Bangalore – 560066, Karnataka, India
T +91.(0) 80.43640000
www.dxc.technology
XSL/SE/2020-21/NSE01 August 13, 2020 Mr. Sareesh Koroth Chief Manager, Surveillance National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Script Code: XCHANGING Subject: Movement in Price Dear Sir, This is with reference to your letter bearing reference no. NSE/CM/Surveillance/9822 dated August 10, 2020 (“Letter”). At the outset we apologize for the delay in responding to your Letter and wish to inform you that there is no such announcement or price sensitive information, which is pending to be intimated by the Company to the stock exchange. Please note that recently on August 5, 2020, DXC Technology India Private Limited, announced its intention to, either individually or together with one or more members of the promoter/promoter group of the Company, launch an offer to voluntarily delist the Company’s equity shares from the BSE Limited and the National Stock Exchange of India Limited by acquiring all the equity shares held by the public shareholders of the Company in accordance the SEBI (Delisting of Equity Shares) Regulations, 2009 and other applicable provisions of law (the “Delisting Proposal”). The Company immediately informed the stock exchanges of the Delisting Proposal, vide letter No. XSL/SE/2020-21/11 dated August 5, 2020 (the intimation is attached as Annexure). We wish to clarify that all the material information has been furnished in public domain and the Company will comply with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and keep the stock exchanges duly informed of all the price sensitive information(s). You are requested to take the above information on record. Thanking You, Yours Sincerely, For Xchanging Solutions Limited
Aruna Mohandoss Company Secretary & Compliance Officer Membership No. A24023
Xchanging Solutions Limited, a DXC
Technology Company
CIN: L72200KA2002PLC030072
Registered Office: Kalyani Tech Park - Survey
no 1, 6 & 24, Kundanhalli Village, K R Puram
Hobli, Bangalore — 560066, Karnataka, India
T +91.(0) 80.43640000
www.dxc.technology
DXC.technology
XSL/SE/2020-21/11 August 05, 2020
The Secretary The Secretary
Listing Department Listing Department
BSE Limited National Stock Exchange of India Limited
Sub: Prior intimation in accordance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations’) and the SEBI (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) with respect to the meeting of the Board of Directors of Xchanging Solutions Limited (“Company’’) to be held on August 13, 2020 to consider the proposal for voluntary delisting of equity shares of the Company.
1. We wish to inform you that the Company has received a letter dated
August 5, 2020 (attached as Annexure) from DXC Technology India
Private Limited, a member of the promoter/promoter group of the
Company expressing the intention to, either individually, or along with
one or more members of the promoter/promoter group of the Company,
launch an offer to voluntarily delist the Company’s equity shares from
BSE Limited (“BSE”) and the National Stock Exchange of India Limited
(“NSE”) by acquiring all the equity shares held by the public shareholders of the Company, in accordance with the Delisting
Regulations and other applicable provisions of law (“Delisting Offer”).
As on March 31, 2020, the members of the promoter/promoter group of
the Company held 83,552,787 equity shares of face value INR 10 each
(“Equity Shares’’) representing 75.00% of the equity share capital of the
Company, and the public shareholders of the Company held 27,850,929
Equity Shares, representing 25.00% of the equity share capital of the
Company.
As per the Delisting Regulations, the Delisting Offer is required to be
approved by the Board of Directors of the Company only after obtaining
a due diligence certificate from the merchant banker registered with the
Securities and Exchange Board of India (“SEBI’) appointed for the said
purpose.
In light of the aforesaid, kindly be informed that the Board of Directors
of the Company (“Board”) will, at the meeting of the Board scheduled
on August 13, 2020, inter-alia:
(a) consider the proposed Delisting Offer and any other matters
incidental thereto;
Xchanging Solutions Limited, a DXC
Technology Company
CIN: L72200KA2002PLC030072
Registered Office: Kalyani Tech Park - Survey
no 1, 6 & 24, Kundanhalli Village, K R Puram
Hobli, Bangalore — 560066, Karnataka, India
T +91.(0) 80.43640000
www.dxc.technology
DXC.technology
(b) consider the appointment of a SEBI registered merchant banker for
carrying out due diligence in terms of Regulation 8(1A)(11) of the
Delisting Regulations;
(c) obtain from BSE and NSE, the details of trading in shares of the
Company for a period of 2 years prior to the date of Board Meeting
of top 25 shareholders as on the date of the Board Meeting
convened and details of off market transactions of such
shareholders for a period of 2 years and furnish the same to the
SEBI registered merchant banker appointed by the Company for
carrying out due diligence in terms of Regulation 8(1A)(11) of the
Delisting Regulations; and
(d) consider the proposed Delisting Offer after taking into account the
due diligence report obtained from the SEBI registered merchant
banker in terms of Regulation 8 of the Delisting Regulations.
Kindly note this letter is intended to serve as compliance for the purpose of Regulation 29 of the Listing Regulations and Regulation 8(1A)(1) of the Delisting Regulations.
Kindly take the above on record.
Thanking You,
Yours Sincerely,
For Xchanging Solutions Limited
od Aruna Mohandoss
Company Secretary & Compliance Officer
Membership No. A24023
Address: Kalyani Tech Park - Survey NO 1, 6 & 24, Kundanhalli Village,
K R Puram Hobli, Bangalore - 560066, Karnataka, India