Dhanuka Agritech Ltd. - Capital/Financing Update 2024

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Sundae Capital Advisors Private Limited

1177, 11th Floor, VEGAS Plot No. 6, Sector 14 (North) Dwarka City Centre, New Delhi - 110 075

Ph.: +91 11 6134 0375 E-mail: [email protected] www.sundaecapital.com

CIN: U65990DL2016PTC305412

August 21, 2024

To,

BSE Limited P J Towers, Dalal Street Fort, Mumbai - 400 001

Sub.: Buyback of equity shares by Dhanuka Agritech Limited through Tender Offer under SEBI (Buyback of Securities) Regulations, 2018 (the "SEBI Buyback Regulations")

Dear Sir / Madam,

This is with reference to the captioned subject the Board of Directors of Dhanuka Agritech Limited, published an offer opening advertisement in respect of opening of buy back on August 22, 2024, in the same newspapers in which Public Announcement was published, that is the following newspapers:

Name ofpublication	Language	Edition
Financial Express	English	All editions
Jansatta	Hindi	All editions

Thanking you,

Yours sincerely,

for Sundae Capital Advisors Private Limited

ANCHAL Digitally signed by ANCHAL LOHIA LOHIA Date: 2024.08.21 15:21:46 +05'30'

Anchal Lohia Asst. Vice President

Encl.: As above

SEBI Regn. No.: INM000012494

OFFER OPENING ADVERTISMENT FOR THE BUY BACK OF EQUITY SHARES THROUGH TENDER OFFER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUYBACK OF SECURITIES) REGULATIONS, 2018, (“SEBI BUYBACK REGULATIONS”) AS AMENDED FOR THE ATTENTION OF EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF THE EQUITY SHARES OF

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Dhanuka agritech LimiteD Corporate Identification Number: L24219HR1985PLC122802 Registered Office & Correspondence Address: Global Gateway Towers, MG Road, Near Guru Dronacharya Metro Station, POST BUYBACK PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS Gurugram - 122 002, Haryana, India | Tel: +91 124 434 5000 | Website: www.dhanuka.com / BENEFICIAL OWNERS | Email: [email protected] Contact Person:OF EQUITY SHARES OF K.P.R. MILL LIMITED Jitin Sadana, Company Secretary and Compliance Officer

BUYBACK OF UPTO 5,00,000 (FIVE LAKH) FULLY PAID-UP EQUITY SHARES, OF FACE VALUE OF **2/- (RUPEES TWO) EACH (“EQUITY SHARES”), REPRESENTING 1.10% OF THE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS ON MARCH 31, 2024 (“BUYBACK”). THE BUYBACK WILL BE UNDERTAKEN ON A PROPORTIONATE BASIS, FROM THE ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES AS ON AUGUST 16, 2024 (“RECORD DATE”), BY WAY OF A TENDER OFFER THROUGH THE STOCK EXCHANGE MECHANISM (“TENDER OFFER”), FOR CASH AT A PRICE OF** 2,000 (RUPEES TWO THOUSAND ONLY) (“BUYBACK PRICE”) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT OF UPTO ` 100 CRORES (RUPEES ONE HUNDRED CRORES ONLY) (“BUYBACK SIZE”).

This Offer Opening Advertisement is to be read together with:

a) the public announcement in connection with the Buyback published on August 06, 2024 in the following newspapers: i) Financial Express (English - all editions) and ii) Jansatta (Hindi - all editions) ( “Public Announcement” );

b) the letter of offer dated August 20, 2024 in connection with the Buyback ( “Letter of Offer” ).

Capitalised terms used but not defined in this Offer Opening Advertisment shall have the same meaning assigned to such terms in the Letter of Offer.

The dispatch of the Letter of Offer, Tender form (the Form of Acceptance-cum-Acknowledgement) along with SH-4 Form to all the Eligible Shareholders of the Company holding Equity Shares on the Record Date i.e. Friday, August 16, 2024 has been completed by August 20, 2024 through electronic mode to the shareholders whose e-mail ids are available with the Depositories / Company and through speed post / registered post at the address registered in India for all the remaining shareholders.

Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category:

The Buyback Entitlement ratio for the shareholders is as below:

Category of Shareholders	Ratio of Buyback
Reserved categoryfor Small Shareholders	3 EquityShares for every28 EquityShares held on the Record Date
General categoryfor all other Eligible Shareholders	5 EquityShares for every528 EquityShares held on the Record Date

For details, refer to “Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category” on page 28 of the Letter of Offer.

Instruction to Eligible Shareholders

All the Eligible Shareholders of the Company, holding shares in dematerialized and physical form, registered or unregistered are eligible to participate in this Buyback at any time during the period from Buyback Opening Date to Buyback Closing Date ( “Tendering Period” ) for this Buy-Back:

(a) In case the Shares are held in Dematerialised Form: Eligible Shareholders who desire to tender their Equity Shares in the electronic form under the Buyback would have to do so through their respective Seller Member by indicating to their broker the details of Equity Shares they intend to tender under the Buyback as per the procedure specified in Clause 20.23 on page 34 of the Letter of Offer.
(b) In case the Shares are held in Physical Form: Eligible Shareholders holding Equity Shares in physical form may participate in the Buyback through their respective Selling Broker by providing the relevant information and documents as mentioned in Clause 20.24 on page 35 of the Letter of Offer.
(c) In case of non-receipt of the Letter of Offer: The Eligible Shareholder may tender Equity Shares under the Offer in terms of the procedure specified in Clause 20.27 on page 39 of the Letter of Offer.

The Letter of Offer and Tender Form (the Form of Acceptance-cum-Acknowledgement) is available on the website of the Company (www.dhanuka.com) SEBI (www.sebi.gov.in), the Registrar to the Buyback (www.bigshareonline.com), the Manager to the Buyback (www.sundaecapital.com) and Stock Exchanges, BSE (www.bseindia.com) and NSE (www.nseindia.com). In case of non-receipt of the Letter of Offer, the Eligible Shareholders, if they so desire, may download the Letter of Offer and Tender Form (the Form of Acceptance-cum-Acknowledgement) from the websites indicated above.

ELIGIBLE SHAREHOLDERS CAN ALSO CHECK THEIR ENTITLEMENT ON THE WEBSITE OF THE REGISTRAR TO THE BUYBACK BY FOLLOWING THE STEPS GIVEN BELOW.

Click on https://www.bigshareonline.com/BuyBack.aspx
Select the name of the Company – Dhanuka Agritech Limited
Select holding type – “Physical” or “NSDL” or “CDSL” or “PAN”.
Based on the option selected above, enter your “Folio Number” or “NSDL DPID/Client ID” or “CDSL Client ID” or “PAN”.
Enter the security code and click on submit.
Click on ‘View’ button
The entitlement will be provided in the pre-filled ‘FORM OF ACCEPTANCE-CUM ACKNOWLEDGEMENT’

Eligible Shareholders have to ensure that their bid is entered by their respective Seller Member in the electronic platform to be made available by NSE before the Buyback Closing Date.

SCHEDULE OF ACTIVITIES

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Particulars Date Day
Date of Opening of the Buyback August 22, 2024 Thursday
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NSE before the Buyback Closing Date. SCHEDULE OF ACTIVITIES Particulars Date of Openingof the Buyback	Date August 22,2024	Day Thursday
Date of Closingof the Buyback	August 28,2024	Wednesday
Last date of receipt of the completed Tender Forms and other specifed documents bythe Registrar to the Buyback	August 28,2024	Wednesday
Last date for settlement of bids on the Stock Exchange	September 04,2024	Wednesday

Further, under Clause 10.15 and 10.16 of the Public Announcement, with regard to the delivery of original Equity Share certificate(s), Tender Form, Transaction Registration Slip (TRS) or any other documents, as the case may be, to the Registrar to the Buyback, shall be read as below: “Eligible Shareholders who cannot hand deliver the Tender Form and other documents at the Office of Registrar to the Buyback, may send the same by registered post/ speed post/ courier, at their own risk, superscribing the envelope as “Dhanuka Agritech Limited - Buyback 2024-25” , to the Registrar to the Buyback on or before the Buyback Closing Date.”

Further, Eligible Shareholders are required to refer to Clause 20 of the Letter of Offer (“Procedure for Tender Offer and Settlement”) in relation to the detailed procedure for tendering their Equity Shares in the Offer and are required to adhere to and follow the procedure outlined therein.

For and on behalf of the Board of Directors of

Dhanuka Agritech Limited

Sd/Sd/Sd/Mahendra Kumar Dhanuka Rahul Dhanuka Jitin Sadana Chairman Managing Director Company Secretary and Compliance Officer (DIN: 00628039) (DIN: 00150140) (FCS-7612) Place: Gurugram Date: August 20, 2024 AdBaaz

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AI assistant

Dhanuka Agritech Ltd. Capital/Financing Update 2024

61335_rns_2024-08-21_08777038-6ae3-4838-8fb7-a58f85136d19.pdf

Sundae Capital Advisors Private Limited

Sub.: Buyback of equity shares by Dhanuka Agritech Limited through Tender Offer under SEBI (Buyback of Securities) Regulations, 2018 (the "SEBI Buyback Regulations")

b) the letter of offer dated August 20, 2024 in connection with the Buyback ( “Letter of Offer” ).

Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category:

Instruction to Eligible Shareholders

SCHEDULE OF ACTIVITIES

For and on behalf of the Board of Directors of

Dhanuka Agritech Limited

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AI assistant

Dhanuka Agritech Ltd. — Capital/Financing Update 2024

61335_rns_2024-08-21_08777038-6ae3-4838-8fb7-a58f85136d19.pdf

Sundae Capital Advisors Private Limited

Sub.: Buyback of equity shares by Dhanuka Agritech Limited through Tender Offer under SEBI (Buyback of Securities) Regulations, 2018 (the "SEBI Buyback Regulations")

b) the letter of offer dated August 20, 2024 in connection with the Buyback ( “Letter of Offer” ).

Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category:

Instruction to Eligible Shareholders

SCHEDULE OF ACTIVITIES

For and on behalf of the Board of Directors of

Dhanuka Agritech Limited

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