Indsoya Limited - M&A Activity 2022

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NAVIGANT CORPORATE ADVISORS LIMITED

Regd Office: 4118, Rustomjee Eaze Zone, Laxmi Singh Complex, Goregaon Mulund Link Road, Malad West, Mumbai-400 064

Corporate Office: 423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri-Kurla Road, Andheri (East) Mumbai-400 059; Tel: +91-22- 4120 4837 / +91 22 4973 5078 Email: [email protected]; Website: www.navigantcorp.com (CIN: L67190MH2012PLC231304)

Date: 05.05.2022

To, The Manager Dept. of Corporate Services Bombay Stock Exchange Limited, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Sub: Submission of Letter of Offer – Indsoya Limited (BSE Code: 503639)

- - Ref.: Open Offer to acquire upto 1,04,000 equity shares of Rs. 5/ each at a price of Rs. 28/ per - ‘ ’ fully paid up Equity Share of Indsoya Limited ( Target Company ) representing 26.00% of the - - fully paid up equity and voting share capital by Mrs. Lovely Ghanshyam Mutreja (Acquirer 1), - - Mr. Kirit Ghanshyam Mutreja (Acquirer 2) and Ms. Lalita Ghanshyam Mutreja (Acquirer 3) (hereinafter referred to as "the Acquirers")

Dear Sir,

With reference to captioned offer, we wish to inform you that letter of offer is being submitted to SEBI, Mumbai. We are enclosing herewith a copy of the said letter of offer for your kind perusal. A copy of the same is also being submitted to Target Company.

Please acknowledge the same.

Thanks & Regards,

For Navigant Corporate Advisors Limited

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Sarthak Vijlani Managing Director

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a Shareholder(s) of INDSOYA LIMITED. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager or Registrar to the Offer. In case you have recently sold your Shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-acknowledgement and Transfer Deed to the Member of the Stock Exchange through whom the said sale was effected.

OPEN OFFER ("OFFER")

Pursuant to Regulations 3 (1) and 4 and applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereto.

TO THE SHAREHOLDERS OF INDSOYA LIMITED

(Hereinafter referred as “ISL”or “Indsoya” or “the Target Company” or “TC” or “the Company”) having the Registered Office at 1111 A, Raheja Chambers, 213, Backbay Reclamation Scheme, Nariman Point, Maharashtra, Mumbai-400 021, Phone No. +91-22-22852796-97-99 Email: [email protected] Website: www.indsoya.com

Mrs. Lovely Ghanshyam Mutreja D/o Mr. Ghanshyam Mohandas Mutreja aged 37 years old Resident Indian currently residing at 6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208, Tel. No. +91- 7498039607, Email: [email protected] (hereinafter referred to as “the Acquirer-1”), Mr. Kirit Ghanshyam Mutreja S/o Mr. Ghanshyam Mohandas Mutreja, is a 32 years old Resident Indian currently residing at 6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208, Tel. No. +91- 9545437277, Email: [email protected] (hereinafter referred to as “the Acquirer-2”) and Ms. Lalita Ghanshyam Mutreja D/o Mr. Ghanshyam Mohandas Mutreja, is a 34 years old Resident Indian currently residing at 6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208, Tel. No. +91-8149974905, Email: [email protected] (hereinafter referred to as “the Acquirer-3”) (Acquirer-1, Acquirer-2 and Acquirer-3 being collectively referred to as “Acquirers)

TO ACQUIRE

Up to 1,04,000 Equity shares of Rs. 5/- each representing 26.00% of the Fully Paid-up Equity and voting share capital of the Target Company at a price of Rs. 28/- (Rupees Twenty Eight only) per share. Please Note

This Offer is being made pursuant to the Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011 and subsequent amendments thereof for substantial acquisition of shares / voting rights accompanied with change in control.
This Offer is not conditional upon any minimum level of acceptance by the shareholders of the Target Company.
As on date of this Letter of Offer, no statutory approvals are required in relation to this Offer.

4. This offer is not a competing offer.

There has been no competing offer or revision of Offer Price as on date of this Letter of Offer.
Shareholders who have tendered shares in acceptance of the Open Offer by tendering the requisite documents, in terms of the Public Announcement / Detailed Public Statement/Letter of Offer, shall not be entitled to withdraw such acceptance during the tendering period.
The Procedure for acceptance is set out in Para 8 of this LOF. A Form of Acceptance is enclosed with this LOF.
If there is any upward revision in the Offer Price by the Acquirers at any time prior to commencement of the last one working day before the commencement of the tendering period viz. Friday, 13[th] May, 2022 you will be informed by way of another Announcement in the same newspapers in which the detailed Public Statement pursuant to Public Announcement was published. The Acquirers shall pay such revised price for all shares validly tendered any time during the Offer and accepted under the Offer.
The Acquirers may acquire Equity Shares pursuant to the Share Purchase Agreement until the expiry of 26 (twenty six) weeks after the expiry of the Offer Period, or an extended period granted by SEBI, in accordance with Regulation 22(3) of the SEBI SAST Regulations.
A copy of the Public Announcement, detailed Public Statement and the Letter of Offer (including Form of Acceptancecum-Acknowledgement) would also available on SEBI’s Website: www.sebi.gov.in.
All correspondence relating to this offer, if any, should be addressed to the Manager to Offer or Registrar to the Offer at the address mentioned below:

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MANAGER TO THE OFFER REGISTRAR TO THE OFFER
LINK INTIME INDIA PRIVATE LIMITED
NAVIGANT CORPORATE ADVISORS LIMITED C-101, 247 Park, LBS Marg, Vikhroli (West),
423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Mumbai 400 083, Maharashtra, India
Andheri Kurla Road, Andheri East, Mumbai-400 059 Tel No.: +91 -11 - 49186200
Tel No. +91-22-4120 4837 / 4973 5078
E-mail Id: [email protected]
Email Id - [email protected]
Investor Grievance Email : [email protected]
Investor Grievance Email : [email protected]
Websit e: www.navigantcorp.com Website: www.linkintime.co,in
SEBI Registration Number : INM000012243 SEBI Registration No: INR000004058
Contact Person : Mr. Sarthak Vijlani Contact Person: Mr. Sumeet Deshpande
OFFER OPENS ON: TUESDAY, 17 [TH] MAY, 2022 OFFER CLOSES ON: MONDAY, 30 [TH] MAY, 2022
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SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER

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Activity Original Original Day Revised Revised Day
Date Date
Public Announcement 21.03.2022 Monday 21.03.2022 Monday
Publication of Detailed Public Statement in 25.03.2022 Friday 25.03.2022 Friday
newspapers
Submission of Detailed Public Statement to 28.03.2022 Monday 25.03.2022 Friday
BSE, Target Company & SEBI
Last date of filing draft letter of offer with SEBI 01.04.2022 Friday 25.03.2022 Friday
Last date for a Competing offer 19.04.2022 Tuesday 19.04.2022 Tuesday
Receipt of comments from SEBI on draft letter 26.04.2022 Tuesday 29.04.2022 Friday
of offer
Identified date 28.04.2022 Thursday 29.04.2022 Friday
Date by which letter of offer be dispatched to 06.05.2022 Friday 11.05.2022 Wednesday
the shareholders
Last date for revising the Offer Price 12.05.2022 Thursday 13.05.2022 Friday
Comments from Committee of Independent 11.05.2022 Wednesday 12.05.2022 Thursday
Directors of Target Company
Advertisement of Schedule of activities for 12.05.2022 Thursday 13.05.2022 Friday
open offer, status of statutory and other
approvals in newspapers and sending to SEBI,
Stock Exchange and Target Company
Date of Opening of the Offer 13.05.2022 Friday 17.05.2022 Tuesday
Date of Closure of the Offer 27.05.2022 Friday 30.05.2022 Monday
Payment of consideration for the acquired 10.06.2022 Friday 13.06.2022 Monday
shares
Final report from Merchant Banker 17.06.2022 Friday 20.06.2022 Monday
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*Identified Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of equity shares of the Target Company (except the Acquirers, Promoters and Sellers) are eligible to participate in the Offer any time before the closure of the Offer.

RISK FACTORS

A. RELATING TO THE OFFER

The risk factors set forth below pertain to the Offer and are not in relation to the present or future business operations of the Target Company or other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the Offer.

1) As on date of this Letter of Offer, no, statutory and other approval are required in connection with this offer, however this offer will be subject to all statutory approvals that may become applicable at a later date. Hence in the event that (a) a statutory and regulatory approval is not received in a timely manner, (b) there is any litigation leading to a “stay” of the Offer, or (c) SEBI instructing the Acquirers not to proceed with the Offer, and then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the shareholders of ISL whose Shares has been accepted in the Offer as well as the return of Shares not accepted by the Acquirers may be delayed. In case of the delay, due to non-receipt of statutory approvals, as per Regulation 18(11) of the SEBI (SAST) Regulations, 2011, SEBI may, if satisfied that the non-receipt of approvals was not due to wilful default or negligence or failure to diligently pursue such approvals on the part of the Acquirers, grant an extension for the purpose of completion of the Offer subject to the Acquirers paying interest to the shareholders for the delay, as may be specified by SEBI. Without prejudice of Regulation 18(11) of the SEBI (SAST) Regulations, 2011 Acquirers shall pay interest for the period of delay to all such shareholders whose shares have been accepted in the open offer, at the rate of ten per cent per annum, however in case the delay was not attributable to any act of omission or commission of the Acquirers, or due to the reasons or circumstances beyond the control of Acquirers, SEBI may grant waiver from the payment of interest. The Acquirers will not proceed with the Open Offer in the event statutory or other approval/s, if any, as may be required, are refused in terms of Regulation 23(1) of SEBI (SAST) Regulations.

2) The Equity Shares tendered in the Offer shall be held in in trust by the Clearing Corporation / Registrar to the Offer until the completion of the Offer formalities and the Public Shareholders who have tendered their Equity Shares will not be able to trade in such Equity Shares during such period, even if the acceptance of equity Shares in this offer and/or dispatch of payment consideration are delayed. Further, during such period, there may be fluctuations in the market price of the Equity Shares that may adversely impact the Public Shareholders who have tendered their Equity Shares in this Offer. It is understood that the Public Shareholders will be solely responsible for their decisions regarding their participation in this Offer and the Acquirers do not make any assurance with respect to the market price of the Equity Shares at any time, whether during or after the completion of the Offer, and disclaim any responsibility or obligation of any kind (except as required by applicable law) with respect to any decision by any shareholder on whether to participate or not to participate in the Offer.
3) Public Shareholders should note that once they have tendered their Equity Shares in the Offer, they will not be able to withdraw their Equity Shares from the Offer, even if the acceptance of Equity Shares under the Offer and dispatch of consideration is delayed. During such period, there may be fluctuations in the market price of the Equity Shares of the Target Company. The Public Shareholders will not be able to trade in such Equity Shares which are in the custody of the Registrar to the Offer and/or Clearing Corporation notwithstanding delay in acceptance of the Equity Shares in this Offer and dispatch of payment consideration. Accordingly, the Acquirers and Manager to the Offer make no assurance with respect to the market price of the Equity Shares of the Target Company before, during or upon completion of this Offer and each of them expressly disclaims any responsibility or obligation of any kind (except as required by applicable law) with respect to any decision by the Public Shareholders on whether or not to participate in this Offer.
4) This Offer is subject to completion risks as would be applicable to similar transactions.
5) NRI and OCB holders of the Equity Shares must obtain all approval/s required to tender the Equity Shares held by them in this Offer (including without limitation the approval from the RBI) and submit such approval/s along with the Form of Acceptance and other documents required to accept this Offer. In the event such approval/s are not submitted, the Acquirers reserve the right to reject such Equity Shares tendered in this Offer. Further, if holders of the Equity Shares who are not persons resident in India (including NRIs, OCBs, FIIs and FPIs) were required to obtain any approval/s (including from the RBI, the FIPB or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approval/s that they would have obtained for holding the Equity Shares, along with the other documents required to be tendered to accept this Offer. If such previous approval/s and/or relevant documents are not submitted, the Acquirers reserve the right to reject such Equity Shares tendered in this Offer. If the Equity Shares are held under general permission of the RBI, the non-resident Public Shareholder should state that the Equity Shares are held under general permission and clarify whether the Equity Shares are held on repatriable basis or on non-repatriable basis.
6) This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. The recipients of this Letter of Offer (“ LOF ”) resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. The Offer is not directed towards any person or entity in any jurisdiction or country where the Offer would be contrary to the applicable laws or regulations or would subject the Acquirers or the Manager to the Offer to any new or additional registration requirements.
7) The Public Shareholders are advised to consult their respective legal and tax advisors for assessing the tax liability pursuant to the Offer, or in respect of other aspects, such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirers do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Letter of Offer.

B. IN ASSOCIATION WITH THE ACQUIRERS

8) The Acquirers intend to acquire 1,04,000 fully paid-up equity shares of Rs.5/- each, representing 26.00% of the fully paid-up equity and voting share capital at a price of Rs. 28/- (Rupees Twenty Eight Only) per equity share. ISL does not have any partly paid-up equity shares as on the date of the PA, DPS and this LOF.

The Acquirers make no assurance with respect to the market price of the shares during the Offer period and upon the completion of the Offer and disclaims any responsibility with respect to any

decision by the shareholders on whether or not to participate in the Offer. The Acquirers make no assurance with respect to the financial performance of the Target Company.

9) The Acquirers and the Manager to the Offer accepts no responsibility for the statements made otherwise than in the Public Announcement, Detailed Public Statement or this Letter of Offer or in the advertisement or any materials issued by or at the instance of the Acquirers and the Manager to the Offer, and any person placing reliance on any other source of information would be doing so at its own risk.

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Sr. No. Particulars Page No.
1. Definitions 4-5
2. Disclaimer Clause 5-6
3. Details of the Offer 6-10
4. Background of the Acquirers 10-12
5. Background of the Target Company 12-16
6. Offer Price and Financial Arrangements 16-19
7. Terms and Conditions of the Offer 19-20
8. Procedure for acceptance and settlement of the offer 20-23
9. Documents for Inspection 23-24
10. Declaration by the Acquirers 24
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1. DEFINITIONS

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TERM DESCRIPTION
Acceptance Date The date on which bids /Equity Shares tendered in the Offer
shall be accepted post verification
Acquirer-1 Mrs. Lovely Ghanshyam Mutreja
Acquirer-2 Mr. Kirit Ghanshyam Mutreja
Acquirer-3 Ms. Lalita Ghanshyam Mutreja
Acquirers / The Acquirers Collectively Mrs. Lovely Ghanshyam Mutreja, Mr. Kirit
Ghanshyam Mutreja & Ms. Lalita Ghanshyam Mutreja
AOA Articles of Association
Board The Board of Directors of Target Company
BSE BSE Limited
Buying Broker / Member Allwin Securities Limited
CIN Corporate Identification Number
Detailed Public Statement or Public Statement of the Open Offer made by the Acquirers,
DPS which appeared in the newspapers on 25 [th ] March, 2022
DLoO / DLOF or Draft Letter The Draft Letter of offer dated 25 [th] March, 2022 filed with SEBI
of Offer pursuant to Regulation 16 (1) of SEBI (SAST) Regulations.
Existing Share & Voting Paid up share capital of the Target Company i.e. Rs. 20,00,000
Capital / Fully paid Equity divided into 4,00,000 Equity Shares of Rs. 5/- Each
Existing Share & Voting
Capital
Existing Promoter of ISL Persons shown as Promoter and Promoter group in shareholding
pattern as on 31 [st] December, 2021 filed by ISL with BSE being
Mrs. Sarita R. Mansingka, Mr. Divansh Mansingka, Ms. Neha
Mittal, Mr. Mahavir Prasad Mansinghka, Ms. Kamla Devi
Mansinghka
EPS Earnings Per Share which is Profit After Tax  No. of Equity
Shares.
ISL/Target Company/ TC/ Indsoya Limited
Indsoya / Company
Form of Acceptance or FOA Form of Acceptance cum Acknowledgement.
Identified Date Thursday, 28 [th] April, 2022
Listing Agreement Listing agreement as entered by the Target Company with the
BSE
LoO / LOF or Letter of Offer This Letter of offer dated 2 [nd] May, 2022
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TERM DESCRIPTION
Manager to the Offer or, Navigant Corporate Advisors Limited
Merchant Banker
Negotiated Price Rs. 28.00/- (Rupees Twenty Eight Only) per fully paid-up Equity
Share of face value of Rs. 5/- each.
Offer/Open Offer/ The Offer Cash Offer to acquire up to 1,04,000 Equity Shares of Rs. 5/-
each representing 26.00% of the fully paid-up equity and voting
share capital of the Target Company, to be acquired by the
-
Acquirers, at a price of Rs. 28/ per Equity share.
Offer Price Rs. 28/- (Rupees Twenty Eight Only) per fully paid-up Share of
Rs. 5/- each.
Offer Period Period commencing from 21 [st] March, 2022 to the date of
payment of consideration to shareholders who have accepted
the open offer is made, or the date on which open offer is
withdrawn, as the case may be
PA Public Announcement
PAC/PACs Person(s) Acting in Concert
Persons eligible to Registered shareholders of Indsoya Limited, and unregistered
participate in the Offer/ shareholders who own the Shares of ISL on or before the last
Shareholders date of tendering period is eligible to participate in the offer
except the Acquirers and Selling Shareholders
Registrar or Registrar to the Link Intime India Private Limited
Offer
Sale Shares 2,29,640 equity shares constituting 57.41% of the fully paid up
and voting equity share capital of the Target Company which
are to be acquired by Acquirers from Sellers at a consideration
of Rs. 28/- per Equity Share.
SEBI Securities and Exchange Board of India
SEBI (SAST) Regulations / the Securities and Exchange Board of India (Substantial Acquisition
Regulations of Shares and Takeovers) Regulations, 2011, as amended up to
date.
SEBI Act Securities and Exchange Board of India Act, 1992.
Seller-1/ Selling Shareholder- Mrs. Sarita R. Mansingka
1
Seller-2/ Selling Shareholder- Mr. Divansh Mansingka
2
Sellers / Selling Shareholders Collectively Mrs. Sarita R. Mansingka and Mr. Divansh Mansingka
Stock Exchange (s) BSE Limited
Shares Equity shares of Rs. 5/- (Rupees Five only) each of the Target
Company
SPA / Share Purchase Agreement dated 21 [st] March, 2022 to purchase 2,29,640 equity
Agreement shares constituting 57.41% of the fully paid up and voting equity
share capital of the Target Company by Acquirers from Sellers
at a consideration of Rs. 28/- per Equity Share.
Tendering Period (TP) Period commencing from 17 [th] May, 2022 to 30 [th] May, 2022
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CURRENCY OF PRESENTATION

In this Letter of Offer, all references to “Rs.” are to the reference of Indian National Rupees (“INR”). Throughout this Letter of Offer, all figures have been expressed in “Lacs” unless otherwise specifically stated. In this Letter of Offer, any discrepancy in any table between the total and sums of the amount listed are due to rounding off.

2. DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF ISL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS, OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. IT SHOULD ALSO BE

CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT LETTER OF OFFER, THE MANAGER TO THE /OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGES THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER TO THE OFFER, NAVIGANT CORPORATE ADVISORS LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 25[TH] MARCH, 2022 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 2011. THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.”

3. DETAILS OF THE OFFER

3.1.1 This Offer, being a mandatory open offer is being made by the Acquirers to the Shareholders of the Target Company with an intention to acquire substantial holding and control of Target Company in accordance with Regulation 3 (1) and 4 of the Takeover Regulations pursuant to execution of SPA. After the completion of this open offer and pursuant to acquisition of shares under Share Purchase Agreement, the Acquirers jointly shall become the largest equity shareholder and by virtue of this it shall be in a position to exercise effective control over management and affairs of the company.
3.1.2 This Offer is being made pursuant to the execution of the share purchase agreement by the Acquirers on dated 21[st ] March, 2022 to purchase 2,29,640 Equity Shares constituting 57.41% of the fully paid up and voting equity share capital of the Target Company from Sellers at a consideration of Rs. 28/- per Equity Share. (“SPA”)
3.1.3
Details of Parties to the SPA are as follows:

Name and Address of Acquirers entering in to SPA	Name and Address of Sellers	Part of the Promo ter / Promo ter Group (Yes / No)	Details of shares / voting rights held by the Selling Shareholders prior to SPA	Details of shares / voting rights held by the Selling Shareholders prior to SPA	Details of shares / voting rights held by the Selling Shareholders post to SPA	Details of shares / voting rights held by the Selling Shareholders post to SPA
			Pre-Transaction		Post Transaction
			Number	%	Number	%
Mrs. Lovely Ghanshyam Mutreja (Acquirer-1) Address:6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208 Mr. Kirit Ghanshyam Mutreja (Acquirer-2) Address:6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208 Ms. Lalita Ghanshyam Mutreja (Acquirer-3) Address:6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane,	Mrs. Sarita R. Mansingka (Seller-1) Address: 1104, Raheja Centre, Nariman Point, Mumbai – 400021	Yes	1,77,060	44.27%	Nil	-
	Mr. Divansh Mansingka (Seller-2) Address:83, Ashoka Apartments, 68, Nepean Sea Road, Malabar Hills, Mumbai – 400006	Yes	52,580	13.14%	Nil	-

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Name and Address of Name and Address Part Details of shares / Details of shares
Acquirers entering in of Sellers of the voting rights held by / voting rights
to SPA Promo the Selling held by the
ter / Shareholders prior to Selling
Promo SPA Shareholders
ter post to SPA
Group
(Yes /
No) Pre-Transaction Post Transaction
Number % Number %
Maharashtra – 401208
2,29,640 57.41% Nil -
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3.1.4 The salient features of SPA are as follows:
(i) The Sellers agreed to sell 2,29,640 fully paid Equity Shares of Rs. 5/- each at a price of Rs.28/(Rupees Twenty Eight only) per fully paid-up Equity Share of the Target Company to Acquirers.
(ii) Acquirer-1 has agreed to acquire 91,856 sale shares from Sellers and Acquirer-2 and Acquirer-3 has agreed to acquire 68,892 sale shares each from Sellers.
(iii) Apart from the total consideration of Rs. 64,29,920/- for the Sale Shares, no separate fees, payment, premium such as non-competing fee etc. shall be paid by Acquirers to the Sellers for acquisition of the Sale Shares and management control of the Target Company.
(iv) Acquirers and the Sellers recognize that the sale of Sale Shares is the subject matter of the Takeover Regulations and accordingly the Sellers shall transfer the Sale Shares only after due compliance with the Takeover Regulations by Acquirers or comply escrow mechanism in terms of Regulation 22 of the SEBI SAST Regulations.
(v) Acquirers and the Sellers agree that in the event of non-compliance of any of the provisions of the Takeover Regulations pursuant to the execution of the Agreement, this Agreement shall not be acted upon by any of them.
(vi) The Sale Shares held by the Seller are in dematerialised form and are free from any lien, claim, pledge, charge, mortgage and encumbrance as on the date of the Agreement.
(vii) The Sale Shares shall be transferred to Acquirers post completion of 21 working days from DPS i.e. on or after 28[th] April, 2022 in accordance with Regulation 22 (2) of SEBI (SAST) Regulations, subject to Acquirers depositing 100% Offer Consideration in the Escrow Account.
3.1.5 Acquirers recognize that the Shares to be acquired under SPA is the subject matter of the Takeover Regulations and accordingly will acquire Shares under SPA only after due compliance with the Takeover Regulations under regulation 22 (1) or 22 (2) of the SEBI SAST Regulations or comply escrow mechanism in terms of Regulation 22 (2A) of the SEBI SAST Regulations. Acquirers on 23[rd] March, 2022 have deposited cash of an amount of Rs. 29,12,000/- in an escrow account opened with Kotak Mahindra Bank Limited, which is equivalent to 100% of the Offer Consideration. The Acquirers have complied with Regulation 22 (2) of SEBI (SAST) Regulations, 2011 and shall have option to complete the acquisition of shares under SPA and acquire control of Target Company after completion of 21 working days from DPS i.e. on or after 28[th] April, 2022.
3.1.6 The Offer is not a competing offer under Regulation 20 of SEBI (SAST) Regulations.
3.1.7 The Acquirers do not have any ‘person acting in concert’ with it, as defined in Regulation 2(1)(q)(1) of the SEBI SAST Regulations, for the purpose of this Offer.
3.1.8 The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:

Sr. No.	Particulars	Acquirer -1	Acquirer -1	Acquirer-2	Acquirer-2	Acquirer-3	Acquirer-3
		No. of Shares	%	No. of Shares	%	No. of Shares	%
(i)	Shareholding as on PA date i.e. 21st March, 2022	Nil	Nil	Nil	Nil	Nil	Nil

Sr. No.	Particulars	Acquirer -1	Acquirer -1	Acquirer-2	Acquirer-2	Acquirer -3	Acquirer -3
		No. of Shares	%	No. of Shares	%	No. of Shares	%
(ii)	Shares acquired between the PAdate and theDPS date	Nil	Nil	Nil	Nil	Nil	Nil
(iii)	Shares to be acquired in SPA	91,856	22.97%	68,892	17.22%	68,892	17.22%
(iv)	Shares to be acquired in the Open Offer (assuming full acceptances)	41,600	10.40%	31,200	7.80%	31,200	7.80%
C	Post Offer shareholding [assuming full acceptance] (On Diluted basis, as on 10th working day after closing of tendering period)	1,33,456	33.36%	1,00,092	25.02%	1,00,092	25.02%

3.1.9 The Acquirers have not been prohibited by SEBI, from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act or any other regulations made under the SEBI Act.
3.1.10 The Acquirers may at its discretion seek to effect changes to the board of directors of the Target Company, in accordance with applicable laws (including without limitation, the Companies Act, 2013, the LODR Regulations and Regulation 24 of the SEBI SAST Regulations). No proposal in this regard has been finalised as on the date of this Letter of Offer.
3.1.11 The Acquirers proposes to continue existing business of the Target Company and may diversify its business activities in future with prior approval of Shareholders.
3.1.12 The Manager to the Open Offer i.e. Navigant Corporate Advisors Limited does not hold any Shares in the Target Company as on the date of appointment as Manager to the Open Offer. They declare and undertake that they shall not deal on their own account in the Shares of the Target Company during the Offer Period as per Regulation 27(6) of the SEBI (SAST) Regulations.
3.1.13 Simultaneously, by virtue of triggering of Regulation 3(1) and 4 of the Regulations due to substantial acquisition along with the management control; the PA was submitted with BSE on 21[st] March, 2022 in compliance with Regulation 13(1) of the Regulations by the Acquirers. The PA was also submitted with SEBI and the Target Company in compliance with the Regulation 14(2) of the Regulations.
3.1.14 In accordance with Regulation 26 (6) and 26(7) of the SEBI SAST Regulations, the committee of independent directors of the Target Company are required to provide its written reasoned recommendations on the Offer to the Shareholders and such recommendations are required to be published in the specified form at least 2 (two) Working Days before the commencement of the Tendering Period.
3.1.15 Upon completion of the Offer, assuming full acceptance in the offer, pursuant to the SPA, Acquirers will hold 3,33,640 Equity Shares of Rs. 5/- (Rupees Five only) equity shares constituting 83.41% of the Voting Share Capital of the Target Company. In terms of Regulation 38 of the SEBI (LODR) Regulations read with Rule 19A of SCCR, the Target Company is required to maintain at least 25% public shareholding on a continuous basis for listing. Pursuant to the completion of this Offer, assuming full acceptance, in the event the Public Shareholding in the Target Company falls below the minimum public shareholding requirement as per SCRR and SEBI (LODR) Regulations, the Acquirers undertake to bring down the non-public shareholding in the Target Company to the level specified within the time prescribed in the SCRR, SEBI (SAST) Regulations and as per applicable SEBI guidelines. Acquirers are intended to retain the listing of Target Company.
3.1.16 In case the shareholding of the Acquirers exceeds maximum permissible non-public shareholding pursuant to the Offer, Acquirers will not be eligible to make a voluntary delisting offer under SEBI (Delisting of Equity Shares) Regulations, 2021 unless a period of 12 (twelve) months has elapsed from the date of the completion of the Offer Period.

3.2 Details of the Proposed Offer

3.2.1 The Public Announcement in connection with the Offer was made by the Managers to the Offer on behalf of the Acquirers to the BSE on 21[st] March, 2022 and submitted to SEBI on 21[st] March, 2022 and sent to the Target Company on 21[st] March, 2022.

3.2.1 The DPS in connection with the Offer was published on behalf of the Acquirers on 25[th ] March, 2022 in the following newspapers: (a) Business Standard - English Daily (all editions); (b) Business Standard - Hindi Daily (all editions); (c) Navshakti - Marathi Daily (Mumbai edition). The DPS was also submitted to SEBI and the Stock Exchange and sent to the Target Company on 25[th] March, 2022. The DPS is available on the SEBI website (www.sebi.gov.in).
3.2.2 The Acquirers are making this Open Offer under Regulation 3 (1) and 4 of SEBI (SAST) Regulations, to acquire up to 1,04,000 Shares of Rs. 5/- each representing up to 26.00% of the fully paid-up equity and voting share capital of the Target Company from the Public Shareholders of Target Company on the terms and subject to the conditions set out in this Letter of Offer, at a price of Rs. 28/- per equity share. These Shares are to be acquired by the Acquirers, free from all liens, charges and encumbrances and together with all voting rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter.
3.2.3 There are no partly paid-up Shares in the Target Company.
3.2.4 The Offer Price will be paid in cash in accordance with Regulation 9(1)(a) of the SEBI SAST Regulations. 3.2.5 The Offer is not subject to any minimum level of acceptances from the Shareholders i.e. it is not a conditional offer.
3.2.6 The Offer is not as a result of any exercise regarding global acquisition which culminates in the indirect acquisition of control over, or acquisition of equity shares or voting rights in, the Target Company.
3.2.7 The Acquirers have not acquired any Equity Shares from the date of the Public Announcement to the date of this Letter of Offer. The Acquirers shall disclose during the Offer Period any acquisitions made by the Acquirers of any Equity Shares of the Target Company in the prescribed form, to each of the Stock Exchange and to the Target Company at its registered office within 24 (twenty four) hours of such acquisition, in accordance with Regulation 18(6) of the SEBI SAST Regulations.
3.2.8 There has been no competing offer as of the date of this Letter of Offer.
3.2.9 The Offer is subject to the terms and conditions set out herein and the PA and the DPS made by the Acquirers from time to time in this regard.

3.3 Object of the Offer:

3.3.1 The Acquirers shall achieve substantial acquisition of Equity Shares and voting capital, accompanied with effective management control over the Target Company after completion of acquisition of the Shares under SPA and the Open Offer.
3.3.2 The prime object of this acquisition is to acquire control of the Target Company. The Acquirers are engaged in the pharmaceutical business. Target Company is engaged in the business of the oil extraction and by virtue of acquiring substantial stake and also the management control of the Target Company, the Acquirers intend to continue the same line of business or diversify in to other areas of operations while additionally getting a ready listing platform.
3.3.3 The Acquirers have proposed to continue the existing business of the Target Company and may diversify its business activities in the future with the prior approval of the shareholders. The main purpose of this takeover is to expand the Company’s business activities in same or diversified line of business through exercising effective control over the Target Company. However, no firm decision in this regard has been taken or proposed so far.
3.3.4 The Acquirers may at its discretion seek to effect changes to the board of directors of the Target Company, in accordance with applicable laws (including without limitation, the Companies Act, 2013, the LODR Regulations and Regulation 24 of the SEBI SAST Regulations).
3.3.5 The Acquirers do not have any plans to dispose off or otherwise encumber any significant assets of ISL in the succeeding two years from the date of closure of the Open Offer, except in the ordinary course of business of the Target Company and except to the extent required for the purpose of restructuring and/or rationalization of the business, assets, investments, liabilities or otherwise of the Target Company. In the event any substantial asset of the Target Company is to be sold, disposed off or otherwise encumbered other than in the ordinary course of business, the Acquirers

undertake that it shall do so only upon the receipt of the prior approval of the shareholders of the Target Company through special resolution in terms of regulation 25(2) of SEBI (SAST) Regulations and subject to the provisions of applicable law as may be required.

3.3.6 Pursuant to this Offer and the transactions contemplated in the SPA, the Acquirers shall become the Promoter of the Target Company and, the Selling Promoter Shareholders and other existing promoters will cease to be the promoter of the Target Company and shall be classified as a public shareholder in accordance with the provisions of Regulation 31A (10) of the SEBI (LODR) Regulations.

4. BACKGROUND OF THE ACQUIRERS:

4.1 The details of the Acquirer-1 are as follows:

Acquirer-1: Mrs. Lovely Ghanshyam Mutreja:

Mrs. Lovely Ghanshyam Mutreja D/o Mr. Ghanshyam Mohandas Mutreja, is a 37 years old Resident Indian currently residing at 6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208, Tel. No. +91- 7498039607, Email: [email protected]; She holds degree of Master of Business Administration (MBA) in Foreign Trade from Devi Ahilya University, Indore. She has not changed / altered her name at any point of time.
Acquirer-1 carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN) AQRPM0472H.
Acquirer-1 is having experience of over 15 years in the field of pharmaceutical industry.
Acquirer-1 does not belong to any group.
CA Pratik Agrawal (Membership No. 151091), Proprietor of Pratik S Agrawal & Company, Chartered Accountants (Firm Registration No. 154410W) having their office located at 302, Yash Residency, Sakore Nagar, Pune – 411014, Tel: +91 99609 90555, Email: [email protected], vide certificate dated February 22, 2022 has certified that Net Worth of Acquirer-1 is Rs. 780.00 Lacs as on 31[st] December, 2021 (UDIN: 22151091ADHQFL8413).
Acquirer-1 does not hold any shares of Target Company as on the date of the PA and DPS, however she has agreed to buy 91,856 Equity Shares by way of Share Purchase Agreement (“SPA”).
As on the date of this LOF, Acquirer-1 does not have any interest in Target Company, save and except the proposed shareholding to be acquired in the Target Company pursuant to proposed SPA.
The details of the companies in which Acquirer-1 holds directorship is tabled as below:

Name of Company	Designation	CIN
Apollo Ingredients India Private Limited	Whole-time Director	U24232MH2010PTC210747
Apollo Nutritions Private Limited	Director	U74999MH2016PTC283133

Acquirer -2: Mr. Kirit Ghanshyam Mutreja

Mr. Kirit Ghanshyam Mutreja S/o Mr. Ghanshyam Mohandas Mutreja, is a 32 years old Resident Indian currently residing at 6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208, Tel. No. +91- 9545437277, Email: [email protected]; He holds degree of Masters of Management Studies from University of Mumbai. He has not changed / altered his name at any point of time.
Acquirer-2 carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN) AQRPM9103F.
Acquirer-2 is having experience of over 6 years in the field of business development and marketing.
Acquirer-2 does not belong to any group.
CA Pratik Agrawal (Membership No. 151091), Proprietor of Pratik S Agrawal & Company, Chartered Accountants (Firm Registration No. 154410W) having their office located at 302, Yash Residency,

Sakore Nagar, Pune – 411014, Tel: +91 99609 90555, Email: [email protected], vide certificate dated February 22, 2022 has certified that Net Worth of Acquirer-2 is Rs. 85.00 Lacs as on 31[st] December, 2021 (UDIN: 22151091ADHPVZ2548).

Acquirer-2 does not hold any shares of Target Company as on the date of the LOF, however he has agreed to buy 68,892 Equity Shares by way of Share Purchase Agreement (“SPA”).
As on the date of this LOF, Acquirer-2 does not have any interest in Target Company, save and except the proposed shareholding to be acquired in the Target Company pursuant to SPA / Agreement.
The details of the companies in which Acquirer-2 holds directorship is tabled as below:

Name of Company	Designation	CIN
Apollo Ingredients India Private Limited	Director	U24232MH2010PTC210747
Apollo NutritionsPrivateLimited	Director	U74999MH2016PTC283133
LJ Smart Solutions Private Limited	Director	U74999MH2016PTC288035

Acquirer -3: Ms. Lalita Ghanshyam Mutreja

Ms. Lalita Ghanshyam Mutreja D/o Mr. Ghanshyam Mohandas Mutreja, is a 34 years old Resident Indian currently residing at 6 A 1 Nalanda Pushp CHS, Don Bosco Lane, Mittal Enclave Sec 2, Juchandra, Vasai East, Thane, Maharashtra – 401208, Tel. No. +91- 8149974905, Email: [email protected]; She holds degree of Doctor of Philosophy (Ph.D.) in commerce from University of Mumbai. She has not changed / altered her name at any point of time.
Acquirer-3 carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN) AQRPM8725B.
Acquirer-3 is having experience of over 9 years in the field of financial marketing.
Acquirer-3 does not belong to any group.
CA Pratik Agrawal (Membership No. 151091), Proprietor of Pratik S Agrawal & Company, Chartered Accountants (Firm Registration No. 154410W) having their office located at 302, Yash Residency, Sakore Nagar, Pune – 411014, Tel: +91 99609 90555, Email: [email protected], vide certificate dated February 22, 2022 has certified that Net Worth of Acquirer-3 is Rs. 97.15 Lacs as on 31[st] December, 2021 (UDIN: 22151091ADHPZH1052).
Acquirer-3 does not hold any shares of Target Company as on the date of the PA and DPS, however she has agreed to buy 68,892 Equity Shares by way of Share Purchase Agreement (“SPA”).
As on the date of this LOF, Acquirer-3 does not have any interest in Target Company, save and except the proposed shareholding to be acquired in the Target Company pursuant to SPA / Agreement.
The details of the companies in which Acquirer-1 holds directorship is tabled as below:

Name of Company	Designation	CIN
Apollo Ingredients India Private Limited	Director	U24232MH2010PTC210747
Apollo NutritionsPrivateLimited	Director	U74999MH2016PTC283133

4.2 Joint Undertakings / Confirmation by the Acquirers

The Acquirers have not acquired any shares of Target Company and hence compliance w.r.t. Chapter V of the Takeover Regulations, 2011 in respect of acquisition of Equity Shares in the Target Company are not applicable to Acquirers. Acquirers have not violated any provisions of Takeover Regulations in the past with related to Target Company and not violated any provisions of any SEBI regulations in relation to current open offer.
The Acquirers do not have any relations with the Target Company nor have any interest in the Target Company save and except the proposed shareholding to be acquired in the Target Company pursuant to SPA by the Acquirers. Neither the Acquirers nor their representatives are on the board of the Target Company.

Acquirers on 23[rd] March, 2022 have deposited cash of an amount of Rs. 29,12,000/- in an escrow account opened with Kotak Mahindra Bank Limited, which is equivalent to 100% of the Offer Consideration. The Acquirers have complied with Regulation 24 (1) of SEBI (SAST) Regulations, 2011. Accordingly, Acquirers either by himself or through their representative shall have option to be on the board of the Target Company after completion of 21 working days from DPS i.e. on or after 28[th] April, 2022.
The Acquirers have not been prohibited by SEBI from dealing in securities in terms of Section 11B of the SEBI Act (the “ SEBI Act ”).
Acquirers have confirmed that they are not categorized as a “Willful Defaulter” in terms of Regulation (1)(ze)of the SEBI (SAST) Regulations, 2011 nor they are categorized as a “Fugitive Economic Offender” in terms of Regulation (1)(ja)of the SEBI (SAST) Regulations, 2011.
The Acquirers have not entered into any non-compete arrangement and/or agreement with the Target Company or its management.
Acquirers shall complete the Offer formalities irrespective of the compliance or fulfilment or outcome of the Share Purchase Agreement and its related conditions.
As on date of the LOF, the Acquirers are in compliance with Regulation 6A & Regulation 6B of the Takeover Regulations, 2011.
The Acquirers have undertaken that if they acquire any equity shares of the Target Company during the Offer Period, they shall disclose such acquisition to the Stock Exchange where the equity shares of the Target Company are listed and to the Target Company at its registered office within 24 hours of such acquisition in compliance with regulation 18(6) of the SEBI (SAST) Regulations. Further, they have also undertaken that they will not acquire or sell any equity shares of the Target Company during the period between three working days prior to the commencement of the Tendering Period and until the closure of the Tendering Period as per regulation 18(6) of the SEBI (SAST) Regulations.
10.The Acquirers undertake that they will not sell the equity shares of the Target Company, if any held by them during the Offer period in terms of regulation 25(4) of the SEBI (SAST) Regulations, 2011.
11.None of the Acquirers has promoted any listed company and does not hold any directorship in any listed company.

5. BACKGROUND OF THE TARGET COMPANY

(The disclosure mentioned under this section has been sourced from information published by the Target Company or provided by the Target Company or publicly available sources)

5.1 Indsoya Limited was originally incorporated on 24[th] October, 1980 under the Companies act 1956 in the name and style of "Khedapati Investments Limited". The name of the Target Company was changed to "Indsoya Limited" vide fresh certificate for incorporation consequent on change on name dated 01[st] June, 2005 issued by the Registrar of Companies, Maharashtra, Mumbai. The corporate identification number (CIN) of the Target Company is L67120MH1980PLC023332. The Registered office of Indsoya is presently situated at 1111 A, Raheja Chambers, 213, Backbay Reclamation Scheme, Nariman Point, Mumbai, Maharashtra, 400021; Phone No. +91-22-22852796-97-99, Email id: [email protected].
5.2 The Authorised Capital of ISL is Rs. 50.00 Lacs divided in to 10,00,000 Equity Shares of Face Value of Rs. 5/- each. The Issued, Subscribed and Paid-up capital of ISL is Rs. 20.00 Lacs divided in to 4,00,000 Equity Shares of Face Value Rs. 5/- each. Indsoya has established its connectivity with both the National Securities Depositories Limited and Central Depositories Services (India) Limited. The ISIN of ISL is INE314N01028.
5.3 The main object of the Target Company is to carry on the business of extracting oil either by crushing, by chemical or nay other processes from soya bean, copra, mustard or rape seed, till seed, cotton seed, linseed, castor -seed, groundnuts or any other nut or seed or other oil bearing seed or substance and the business of manufactures and dealers of all kinds of oils, oil seeds, oil products and the cultivation of oil seeds. ISL is presently engaged in to trading of Soya Deoiled Cake and extraction.

5.4 As on date, the Target Company does not have any partly paid-up equity shares. There are no outstanding warrants or options or similar instruments, convertible into Equity Shares at a later stage. No shares are subject to any lock in obligations.
5.5 The entire present and paid-up Equity Shares of the Target Company is currently listed on BSE. The Equity Shares are listed on BSE w.e.f. 27[th] August, 1981.
5.6 The shares of the Target Company are listed at BSE Limited (“BSE”) (Scrip Code and Symbol: 503639 and INDSOYA). The Equity Shares of Target Company are infrequently traded in terms of Regulation 2 (1) (j) of the Takeover Regulations.
5.7 The Shares of Target Company are not suspended from trading from BSE. As confirmed by Target Company, it has complied with the requirements of the Listing Agreement with BSE and as on date no penal action has been initiated by the BSE.
5.8 The details of Share Capital of Target Company is as follows:

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Paid up Equity Shares of ISL No. of Equity % of Shares /
Shares/ Voting voting rights
rights
Fully paid-up Equity Shares 4,00,000 100.00
Partly paid-up Equity Shares NIL NIL
Total Equity Shares 4,00,000 100.00
Total Voting Rights in the Target Company 4,00,000 100.00
----- End of picture text -----

5.9 As on date of this LOF, the Board of Directors of ISL are as follows:

Name	Designation	DIN	Date of Appointment
Ms. Sarita Mansingka	ManagingDirector & Chairperson	01788320	07/06/2010
Mr. Prahlad Kumar Maheshwari	Independent Director	01931420	11/05/2015
Mr. Gopal Ramotar Khandelwal	Independent Director	01931435	11/05/2015
Mr. Kailash Chandra Dawda	Independent Director	01744419	11/05/2015

5.10 There has been no merger / demerger or spin off involving ISL during the last 3 years.
5.11 There has been no change in the name of Target Company at any point of time except from "Khedapati Investments Limited" to its present name i.e. "Indsoya Limited" which has been effected on 1[st] June, 2005.
5.12 Brief financial information of ISL for the financial year / period ended on 31[st] December, 2021, 31[st] March, 2021, 31[st] March, 2020, and 31[st] March, 2019 are given below:

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----- Start of picture text -----

(Rs. in Lacs)
Profit & Loss Statement For the period For the year For the year For the year
ended ended March ended March ended March
December 31, 31,2021 31,2020 31,2019
2021 (Audited) (Audited) (Audited)
(Unaudited)
Revenue from Operations 219.49 457.66 433.98 -
Other Income 9.12 13.60 11.42 10.43
Total Income 228.61 471.26 445.40 10.43
Total Expenditure (Excluding 219.88 443.95 426.17 17.29
Depreciation and Interest)
Profit (Loss) before Depreciation, 8.73 27.31 19.22 (6.85)
Interest &Tax
- - - -
Depreciation
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----- Start of picture text -----

Profit & Loss Statement For the period For the year For the year For the year
ended ended March ended March ended March
December 31, 31,2021 31,2020 31,2019
2021 (Audited) (Audited) (Audited)
(Unaudited)
Interest - - - -
Profit / (Loss) before Tax and 8.73 27.31 19.22 (6.85)
Exceptional Items
Exceptional Items - - - -
Profit / (Loss) before Tax 8.73 27.31 19.22 (6.85)
Tax Expenses 2.18 6.26 3.03 -
Profit /(Loss) after Tax 6.55 21.05 16.19 (6.85)
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----- Start of picture text -----

(Rs. in Lacs)
Balance Sheet Statement For the period For the year For the year For the year
ended ended March ended March ended March
December 31, 31,2021 31,2020 31,2019
2021 (Audited) (Audited) (Audited)
(Unaudited)
Sources of Funds
Paid up Share Capital 20.00 20.00 20.00 20.00
Reserves & Surplus (Excluding
97.05 92.96 71.91 55.71
Revaluation Reserve)
Non -Current Liabilities
Other Non -Current Liabilities - - - -
Provisions 0.29 0.29 0.08 1.05
Current Liabilities
Trade Payable 0.72 1.11 10.29 0.40
Other Financial Liabilities - 0.04 0.09 0.05
TOTAL 118.06 114.40 102.37 77.21
Uses of Funds
Fixed Assets - - - -
Non -Current Assets 2.64 1.07 1.07 2.20
Current Assets 115.42 113.33 101.30 75.01
TOTAL 118.06 114.40 102.37 77.21
Other Financial Data For the period For the year For the year For the year
ended ended March ended March ended March
December, 31, 31,2021 31,2020 31,2019
2021 (Audited) (Audited) (Audited)
(Unaudited)
Net Worth (Rs. in Lacs) 119.51 112.96 91.91 75.71
- - - -
Dividend (%)
Earning Per Share (Rs.) 1.64 10.53 8.10 (3.43)
Face Value Per Share (Rs.) 5/- 10/- 10/- 10/-
Return on Net worth (%) 5.48% 18.63% 17.62% (9.05%)
Book Value Per Share (Rs.) 29.88 56.48 45.96 37.86
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Reason for fall/rise in total income and profit after tax are as follows:

FY 2020-2021 Compared to 2019-2020

During the financial year 2020-21, the company has earned total income to the tune of Rs. 471.26 Lacs in comparison of total income accounted for Rs. 445.40 Lacs of fiscal 2019-20 with a increase of 5.81%. Such increase is mainly attributed to increase in revenue from operations. The profit after tax in the financial year 2020-21 has increased by 30.02% at Rs. 21.05 lacs from Rs. 16.19 Lacs in the financial year 2019-20. Such increase in profits is mainly due to increase in volume of operations in fiscal 2021.

FY 2019-2020 Compared to 2018-2019

During the financial year 2019-20, the company has earned total income to the tune of Rs. 445.40 Lacs in comparison of total income accounted for Rs. 10.43 Lacs of fiscal 2018-19 as company could not generate any operational revenue in fiscal 2019. The profit after tax in the financial year 2019-20 has stood at Rs. 16.19 Lacs as against loss of Rs. 6.85 Lacs in the financial year 2018-19.

5.13 The Shareholding pattern of the ISL, as on the date of LOF is as follows:

Shareholder Category	Number of Equity Shares of the Target Company	Percentage of Equity Share Capital (%)
Promoter	2,68,780	67.19
Public	1,31,220	32.81
Total	4,00,000	100.00

5.14 The current capital structure of the Company has been build up since inception, are as under:

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Time of No. of shares No. of Cumulative Mode of Identity of Status of
allotment issued shares paid-up Allotmen allottees Compliance
issued in capital (in t (whether
% (% of Rs.) promoters or
then public,)
issued
capital)
24.10.1980 70 100.00 700 Cash Subscription Capital Issued prior
to MOA by to Listing
Promoters
IPO & Prior 1,99,930 99.97 20,00,000 Cash Promoters & Capital Issued prior
to IPO Public to Listing
08.10.2021 (2,00,000) 100.00 20,00,000 N.A. Split from N.A.
4,00,000 face value of
Rs. 10 to Rs. 5
Total 4,00,000 ---
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*The company has been listed on BSE w.e.f. 27[th] August, 1981, The Company is not able to trace exact dates of issuance of capital prior to listing being the records are very old.

5.15 Pre- and Post-Offer shareholding pattern of the ISL is as per the following table:

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Sr. Shareholder Shareholding & Shares/voting rights Shares/Voting rights Shareholding/votin
No. category voting rights prior agreed to be to be acquired in the g rights after the
to the acquired open offer (assuming acquisition and
agreements/acquis pursuant to SPA full acceptances) Offer
ition and offer which triggered off (C)
(A) the Takeover
Regulations
(B)
No. % No. % No. % No. %
1. Promoter &
Promoter Group
a. Parties to 2,29,640 57.41 (2,29,640) (57.41) - - - -
Agreement
b. Promoters 39,140 9.78 - - - - 39,140 9.78
Other than (a)
above
Total 1 (a+b) 2,68,780 67.20 (2,29,640) (57.41) - - 39,140 9.78
2. Acquirers - - 2,29,640 57.41 1,04,000 26.00 3,33,640 83.41
3. Parties to - - - - - - - -
agreement other
than (1)
4. Parties (other
than promoters,
sellers /
Acquirers &
PACs
a. FIs/MFs/FIIs/ - - - - - - - -
Banks/SFI
b. Others 1,31,220 32.81 - - (1,04,000) (26.00) 27,220 6.81
----- End of picture text -----

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5.16 The number of Shareholders in ISL in public category is 28 as on 31[st] March, 2022.

5.17 There are delays and non- filing in compliances of Regulation 31 of SEBI (SAST) Regulations, 2011 by the Promoter and Promoter Group of Target Company as described in table below. SEBI may take appropriate action against the Promoter and Promoter Group for such non-compliance / delay compliance.

Regulation	Due date of Compliance	Actual date of compliance	Delay / Non -Filing	Remarks
31(4)	1-Jun-2020	23-Feb-2022	Delay by 632 days	N.A.
31(4)	12-Apr-2021	23-Feb-2022	Delay by 317 days	N.A.

5.18 The Company is not a sick Company.
5.19 Target Company and its current promoters have not violated any provisions of any SEBI regulations in relation to current open offer.
5.20 No open offer exemptions were claimed by the promoters/promoter group of Target Company in the past.
5.21 Status of corporate governance compliances by ISL: -

The Corporate Governance clauses as enumerated in Regulation 17 to 27 in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are not applicable to Target Company as the paid up equity capital of Target Company is less than Rs. Ten Crores and Net Worth of Target Company is also less than Rs. Twenty Five Crores. Hence as per Regulation 15 (2), corporate governance provisions specified Regulation 17 to 27 in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are not applicable to Target Company.

5.22 Mr. Shivkumar Vaishy is the Compliance Officer of the Company and his address is 1111 A, Raheja Chambers, 213, Backbay Reclamation Scheme, Nariman Point, Mumbai, Maharashtra, 400021; Phone No. +91-22-22852796-97-99, Email id: [email protected]

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of Offer Price

6.1.1 The Equity Shares of the Target Company are listed on BSE Limited. The shares are placed under Group ‘XT’ having a Scrip Code of “503639” & Scrip Id: “INDSOYA” on the BSE.
6.1.2 The equity shares of the Target Company are infrequently traded within the meaning of explanation provided in Regulation 2(j) of the SEBI (SAST) Regulations on BSE.
The annualized trading turnover of the equity shares of the Target Company on BSE during Twelve calendar months of PA (March, 2021 – February, 2022) is as given below:

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Name of Total number of equity shares Total Number Annualized Trading
the Stock traded during the preceding 12 Equity Shares Turnover (as % of total
Exchange months prior to the month of PA listed Listed Equity Shares)
BSE - 4,00,000 0.00%
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Source: www.bseindia.com

6.1.3 The Offer Price of Rs 28/- (Rupees Twenty Eight) is justified in terms of Regulation 8 (2) of the SEBI (SAST) Regulations on the basis of the following:

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SR. NO. PARTICULARS PRICE (IN RS. PER SHARE)
(a) Highest of Negotiated price per Equity
Rs. 28/-
Share of SPA
(b) The volume- weighted average price paid or
payable for acquisitions by the Acquirers /
N.A.
PACs during 52 weeks immediately
preceding the date of PA.
(c) Highest price paid or payable for
acquisitions by the Acquirers / PACs during
N.A.
26 weeks immediately preceding the date
of PA.
(d) the volume-weighted average market price
of shares for a period of sixty trading days
immediately preceding the date of the
public announcement as traded on the stock
N.A.
exchange where the maximum volume of
trading in the shares of the target company
are recorded during such period.
(in case of frequently traded shares only)
(e) Where the Equity Shares are not frequently
traded, the price determined by the
Acquirers and the Manager to the Offer
taking into account valuation parameters
27.00
including book value, comparable trading
multiples, and such other parameters as are
customary for valuation of shares of such
companies
(f) Other Financial Parameters as at 31.12.2021 31.03.2021
Return on Net worth (%) 5.48% 18.63%
Book Value per share 29.88 28.24
Earnings per share 1.64 5.26
Face Value Per Share (Rs.) 5/- 10/-
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*(Adjusted to face value of Rs. 5/- Each)

In view of the parameters considered and presented in table above, in the opinion of the Acquirers and Manager to the Offer, the Offer Price of Rs. 28/- (Rupees Twenty Eight only) per share being the highest of the prices mentioned above is justified in terms of Regulation 8 of the SEBI (SAST) Regulations, 2011.

*The Fair Value of equity share of the Target Company is Rs. 27.00/- (Rupees Twenty Seven only) as certified by Ms. Rashmi Shah, Independent Valuer, (Membership No. 123478), Proprietor of R V Shah & Associates, Chartered Accountants (Firm Registration No. 133958W), having their office situated at 108, Sujata, Station Road, Malad East, Mumbai – 400 097; Tel.No.+91-98202 99754; Email: [email protected], vide valuation certificate dated March 21, 2022. (UDIN: 22123478AFKEHJ4663) in accordance with Regulation 8 (16) of SEBI (SAST) Regulations. The rationales for providing the multiples, as communicated by Ms. Rashmi Shah, Independent Valuer are as below:

The valuation has been arrived by average of NAV method and PECV method by assigning equal weights to each method. Considering the fluctuations in earnings of company during the historical period as well as size of company, equal weights to both methods have been assigned to reflect asset base and earning base fair value of company.
Under NAV method the value has been taken as on 31st December, 2021.
Under PECV method, average of profits of financial year 2020 as well 2021 has been taken. The financial year 2020 as well 2021 were the most profitable years as compared to profits of financial year 2019 and nine months ended 31st December, 2021. The Average profits are then capitalised at 18%. The CAGR of BSE Sensex from 1[st] April, 1979 to 21st March, 2022 (Date of Public Announcement) stood at 15.92%, which has been rounded off to 16%, Additionally 2% has also been added considering the small size of Target Company, hence the average profits has been capitalised at 18% to arrive value under PECV method.
There has not been any trading in the shares of Indsoya Limited (Target Company) since last one year of the Public Announcement, hence Market Price is not considered

There is no comparable peer company hence Profit earning multiple method is not considered.
6.1.4 There has been no corporate action requiring the price parameters to be adjusted. However since the face value of Equity Shares of Target Company has been divided from Rs. 10/- each to face value of Rs. 5/- each w.e.f. 7[th] October, 2021, hence the EPS and book value of previous years is adjusted on the basis face value of Rs. 5/- Each.
6.1.5 In the event of any further acquisition of Equity Shares of the Target Company by Acquirers during the offer period, whether by subscription or purchase, at a price higher than offer price, then offer price will be revised upwards to be equal to or more than the highest price paid for such acquisition in terms of Regulation 8 (8) of the SEBI (SAST) Regulations. However it shall not be acquiring any equity shares of Target Company after the third working day prior to commencement of tendering period and until the expiry of tendering period.
6.1.6 If the Acquirers acquire any Equity Shares of the Target Company during the period of twenty-six weeks after the closure of Tendering Period at a price higher than the Offer Price, then the Acquirers shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose Equity Shares have been accepted in this Offer within sixty days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under another open offer under the Takeover Regulations, or pursuant to SEBI (Delisting of Equity Shares) Regulations, 2021 or open market purchases made in the ordinary course on the stock exchange, not being negotiated acquisition of Equity Shares of the Target Company in any form.
6.1.7 As on date of this LOF, there is no revision in the Offer Price or Offer Size. In case of any revision in the Offer Price or Offer Size, the Acquirers will comply with all the provisions of the Regulation 18(5) of the Takeover Regulations which are required to be fulfilled for the said revision in the Offer Price or Offer Size.
6.1.8 If there is any revision in the Offer Price on account of future purchases / competing offers, it will be done only upto one working day prior to the date of commencement of the tendering period in accordance with Regulation 18(4) of the Takeover Regulations and would be notified to the shareholders by way of another public announcement in the same newspapers where the DPS has appeared. The same will also be informed to SEBI and BSE.

6.2 Financial Arrangements

6.2.1 Assuming full acceptance under the offer, the maximum consideration payable by the Acquirers under the offer would be Rs. 29,12,000/- (Rupees Twenty Nine Lacs Twelve Thousand Only) (“maximum consideration”) i.e. consideration payable for acquisition of 1,04,000 equity shares of the target Company at offer price of Rs. 28/- per Equity Share.
6.2.2 The Acquirers have adequate resources to meet the financial requirements of the Open Offer. No funds are being borrowed from any bank or financial institution for the purpose of this Open Offer by the Acquirers.
6.2.3 The Acquirers, the Manager to the Offer and Kotak Mahindra Bank Limited, a banking corporation incorporated under the laws of India, have entered into an escrow agreement for the purpose of the Offer (the “Escrow Agreement”) in accordance with regulation 17 of the SEBI (SAST) Regulations, 2011. Pursuant to the Escrow Agreement, the Acquirers on 23[rd] March, 2022 have deposited cash of an amount of Rs. 29,12,000/- in an escrow account opened with Kotak Mahindra Bank Limited, which is equivalent to 100% of the Offer Consideration. The Acquirers have complied with Regulation 22 (2) of SEBI (SAST) Regulations, 2011 and shall have option to complete the acquisition of shares under SPA and acquire control of Target Company after completion of 21 working days from DPS i.e. on or after 28[th] April, 2022.
6.2.4 The Acquirers have duly empowered Navigant Corporate Advisors Limited, the Manager to the Open Offer, to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations, 2011.
6.2.5 Further, in order to ensure that the funds that are payable to the Eligible Public Shareholders who tender in the Offer are managed more efficiently, the Acquirers have opened the Offer Special Account with the Kotak Mahindra Bank Limited under the Offer Escrow Agreement, for the purpose of Regulation 21 of the SEBI (SAST) Regulations. The Manager to the Offer has been

authorized by the Acquirers to operate and realize the monies lying to the credit of the Offer Special Escrow Account, in accordance with the SEBI (SAST) Regulations.

6.2.6 The Manager to the Offer, M/s Navigant Corporate Advisors Limited, hereby confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfil the Offer obligation under the SEBI (SAST) Regulations. The Manager to the Offer, M/s. Navigant Corporate Advisors Limited, hereby confirms that the Acquirers are capable to implement the Offer obligations in accordance with the SEBI (SAST) Regulations.
6.2.7 CA Pratik Agrawal (Membership No. 151091), Proprietor of Pratik S Agrawal & Company, Chartered Accountants (Firm Registration No. 154410W) has certified that the Acquirers have sufficient resources to make the fund requirement for fulfilling all the obligations under the Offer.
6.2.8 Acquirers hereby undertake that in case of any upward revision of offer price, Acquirers will correspondingly increase the escrow amount.

7. TERMS AND CONDITIONS OF THE OFFER:

7.1. The Letter of Offer along with Form of Acceptance cum Acknowledgement will be mailed to all those public shareholders of ISL (except the Acquirers, Existing Promoters & Sellers) whose name appear on the Register of Members, at the close of business hours on 29[th] April, 2022 (" Identified Date ").
7.2. All owners of the shares, Registered or Unregistered (except the Acquirers, Existing Promoters & Sellers) who own the shares any time prior to the Closing of the Offer are eligible to participate in the Offer as per the procedure set out in Para 8 below. Eligible Persons can participate in the Offer by offering their shareholding in whole or in part. No indemnity is required from the unregistered owners.
7.3. The Letter of Offer will be dispatched to all the eligible shareholders of the Target Company as of the Identified Date. While it would be insured that the Letter of Offer is dispatched by the due date to all the eligible shareholders as on the Identified Date, non-receipt the Letter of Offer by any member entitled to this open offer will not invalidate the Offer in any manner whatsoever.
7.4. Subject to the conditions governing this Offer, as mentioned in the LOF, the acceptance of this Offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the Offer, which is conditional or incomplete, is liable to be rejected without assigning any reason whatsoever.
7.5. Locked-in Shares:

There are no locked-in shares in ISL.

7.6. Eligibility for accepting the Offer:

The Offer is made to all the public shareholders (except the Acquirers, Existing Promoters & Sellers) whose names appeared in the register of shareholders on 29[th] April, 2022 and also to those persons who own shares any time prior to the closure of the Offer, but are not registered shareholders(s).

7.7. Statutory Approvals and conditions of the Offer:

7.7.1. To the best of knowledge and belief of the Acquirers, as of the date of this LOF, there are no statutory approvals required for this Offer.

However, if any other statutory approvals are required or become applicable prior to completion of this Offer, this Offer would be subject to the receipt of such other statutory approvals that may become applicable at a later date.

7.7.2 Non-resident equity shareholders who wish to tender their equity shares in the Target Company in this Offer will be required to submit all the applicable Reserve Bank of India (hereinafter referred to as “RBI”) approvals that they would have obtained for acquiring, the equity shares of the Target Company. In the event such RBI approvals are not submitted, the Acquirers reserve the sole right to reject the equity shares tendered in the Offer.”
7.7.3. The Acquirers, in terms of regulation 23 of the SEBI (SAST) Regulations, will have a right not to proceed with the Offer in the event the statutory approvals indicated above are refused. In the event

of withdrawal, a PA will be made within 2 working days of such withdrawal, in the same newspapers in which the DPS has appeared.

7.7.4. In case of delay in receipt of any statutory approval, SEBI may, if satisfied that delay receipt of the requisite approvals was not due to any wilful default or neglect of the Acquirers or failure of the Acquirers to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the shareholders as directed by SEBI, in terms of regulation 18(11) of SEBI (SAST) Regulations. Further, if delay occurs on account of wilful default by the Acquirers in obtaining the requisite approvals, regulation 17(9) of the SEBI (SAST) Regulations, will also become applicable and the amount lying in the Escrow Account shall become liable to forfeiture.
7.7.5. No approval is required from any bank or financial institutions for this Offer.
7.7.6. The instructions and provisions contained in Form of Acceptance constitute an integral part of the terms of this Offer.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT:

8.1. The Open offer will be implemented by the Acquirers through the Stock Exchange Mechanism made available by the Stock Exchange in the form of a separate window (“Acquisition Window”) as provided under the SEBI (SAST) Regulations and SEBI Circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 issued by SEBI and as amended by SEBI Circular CFD/DCR/2/CIR/P/2016/131 dated December 09, 2016 and as per further amendment vide SEBI Circular SEBI/HO/CFD/DCR-III/ CIR/P/2021/615 dated August 13, 2021.
8.2. BSE Limited (‘BSE’) shall be the Designated Stock Exchange for the purpose of tendering equity shares in the Open Offer.
8.3. The facility for Acquisition of shares through Stock exchange Mechanism pursuant to an Open Offer shall be available on the BSE in the form of Separate Window (“Acquisition Window”).
8.4. The Acquirers has appointed Allwin Securities Limited, Stock Broker for the open offer through whom the purchases and settlement of the Offer Shares tendered under the Open Offer shall be made. The contact details of the buying broker are as mentioned below:

Allwin Securities Limited

B-205/206, Ramji House, 30, Jambulwadi, Kalbadevi Road, Mumbai-400 002 Tel: +91-22-4344 6444

E-mail: [email protected] Website: www.allwinsecurities.com

SEBI Registration No.: INZ000239635

8.5. All the shareholders who desire to tender their equity shares under the Open Offer will have to intimate their respective stock brokers (“Selling Brokers”) within the normal trading hours of the Secondary Market, during the Tendering period.
8.6. A separate Acquisition Window will be provided by the BSE to facilitate placing of sell orders. The Selling broker can enter orders for dematerialized as well as physical Equity shares.
8.7. The cumulative quantity tendered shall be displayed on the Exchange website throughout the trading session at specific intervals by the Stock Exchange during the Tendering period.
8.8 Modification/cancellation of orders will not be allowed during the tendering period of the Open Offer.
8.9. Shareholders can tender their shares only through a Broker with whom the shareholder is registered as client with KYC Compliant.
8.10 Shareholders should not submit/tender their equity shares to Manager to the Open offer, the Acquirers or the Target Company

8.11. Procedure for tendering shares held in Dematerialized Form.

a) The Equity shareholders who are holding the equity shares in demat form and who desire to tender their Equity shares in this offer shall approach their broker indicating to their broker the details of equity shares they intend to tender in Open Offer.
b) The Selling Broker would be required to place an order/bid on behalf of the Equity Shareholders who wish to tender Equity Shares in the Open Offer using the Acquisition Window of the BSE. Before placing the order/bid the Selling Broker shall provide early pay-in of demat shares (except for custodian participant orders) to the Clearing Corporation before placing the orders and the same shall be validated at the time of order entry.
c) For custodian participant, orders for demat equity Shares early pay-in is mandatory prior to confirmation of order by the custodian. The custodians shall either confirm or reject orders not later than close of trading hours on the last day of the Offer period. Thereafter, all unconfirmed orders shall be deemed to be rejected.
d) The details of settlement number for early pay-in of Equity Shares shall be informed in the issue opening circular that will be issued by the Stock Exchange/ Clearing Corporation, before the opening of the Offer.
e) Upon placing the order, the Selling Broker(s) shall provide transaction registration slip (“TRS”) generated by the Exchange bidding system to the shareholder. TRS will contain details of order submitted like Bid ID No., DP ID, Client ID, No. of equity shares tendered etc.
f) The shareholders will have to ensure that they keep the depository participant (“DP”) account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated Open Offer.

The shareholders holding Equity shares in demat mode are not required to fill any Form of Acceptancecum Acknowledgement. The shareholders are advised to retain the acknowledged copy of the DIS and the TRS till the completion of Offer Period.

8.12. Procedure to be followed by the registered Shareholders holding Equity Shares in physical form:
a) Shareholders who are holding physical equity shares and intend to participate in the offer will be required to approach their respective Selling Broker along with the complete set of documents for verification procedures to be carried out including the:
i. The form of Acceptance-cum-Acknowledgement duly signed (by all equity Shareholders in case shares are in joint names) in the same order in which they hold the Equity Shares;
ii. Original Share Certificates;
iii. Valid shares transfer form(s) duly filled and signed by the transferors (i.e., by all registered Shareholders in same order and as per the specimen signatures registered with the Target Company and duly witnessed at the appropriate place authorizing the transfer in favour of the Acquirers;
iv. Self-attested copy of the Shareholder’s PAN card;
v. Any other Relevant documents such as (but not limited to):
- Duly attested power of attorney if any person other than the equity shareholder has signed the relevant Form of Acceptance-cum-Acknowledgement;
- Notarized Copy of death Certificate/ succession certificate or probated will, if the original Shareholder has deceased;
- Necessary corporate authorizations, such as Board Resolutions etc, in case of companies.
vi. In addition to the above, if the address of the Shareholders has undergone a change from the address registered in the register of members of the Target Company, the Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: Valid Aadhar Card, Voter Identity card or Passport.
b) Selling Broker should place order on the Acquisition Window with the relevant details as mentioned on the physical share certificate(s). Upon placing the order, the Selling broker shall provide a TRS generated by the Exchange bidding system to the Shareholder. TRS will contain the details of order submitted like folio no., certificate no., distinctive no., no. of Equity shares tendered etc.
c) After placement of order, as mentioned in paragraph 8.12(b), the Selling Broker must ensure delivery of the Form of Acceptance-cum-Acknowledgement, TRS, Original share certificate(s), valid

share transfer form(s) and other documents (as mentioned in the paragraph 8.12(a)) either by registered post or courier or hand delivery to the Registrar to the Offer (at the address mentioned on the cover page not later than 2 (two) days from the Offer Closing Date (by 5 PM). The envelope should be superscripted as "ISL Open Offer". One copy of the TRS will be retained by the Registrar to the Offer and it will provide acknowledgement of the same to the Selling Broker.

d) Shareholders holding physical Equity shares should note that the physical equity Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the physical equity shares by the Acquirers shall be subjected to verification as per the SEBI (SAST) Regulations and any further directions issued in this regard. Registrar to the Offer will verify such orders based on the documents submitted on a daily basis and till such time the BSE shall display such orders as “unconfirmed physical Bids”. Once, Registrar to the Offer confirms the order it will be treated as “Confirmed Bids”.
e) In case any person has submitted Equity shares in physical form for dematerialization, such shareholders should ensure that the process of getting the equity shares dematerialized is completed well in time so that they can participate in the offer before the Offer Closing Date.
8.13. Modification/Cancellation of orders will not be allowed during the period the Offer is open.
8.14. The cumulative quantity tendered shall be made available on the website of the BSE throughout the trading session and will be updated at specific intervals during the tendering period

8.15. Procedure for Tendering the Shares in case of Non-Receipt of the Letter of Offer:

Persons who have acquired equity shares but whose names do not appear in the register of members of the Target Company on the Identified date, or those who have not received the letter of offer, may also participate in this Offer. A shareholder may participate in the Offer by approaching their broker and tender Equity shares in the Open Offer as per the procedure mentioned in this Letter of Offer or in the Form of Acceptance-cum-Acknowledgement. The Letter of Offer along with Form of Acceptancecum-Acknowledgement will be dispatched to all the eligible shareholders of the Target Company as on the Identified date. In case of non-receipt of the Letter of Offer, such eligible shareholders of the Target Company may download the same from the SEBI website (www.sebi.gov.in) or BSE website (www.bseindia.com) or Merchant Banker website (www.navigantcorp.com) or obtain a copy of the same from the Registrar to the Offer on providing suitable documentary evidence of holding of the Equity shares of the Target Company. Alternatively in case of non-receipt of the Letter of Offer, shareholders holding shares may participate in the Offer by providing their application in plain paper in writing signed by all shareholder, stating name, address, number of shares held, client Id number, DP name, DP ID number, number of shares tendered and other relevant documents such as physical share certificates and Form SH-4 in case of shares being held in physical form. Such Shareholders have to ensure that their order is entered in the electronic platform to be made available by the BSE before the closure of the Offer.

8.16. The acceptance of the Offer made by the Acquirers are entirely at the discretion of the shareholders of the Target Company. The Acquirers do not accept any responsibility for the decision of any Shareholder to either participate or to not participate in this Offer. The Acquirers will not be responsible in any manner for any loss of share certificate(s) and other documents during transit and the shareholders are advised to adequately safeguard their interest in this regard.
8.17. Acceptance of Equity Shares
Registrar to the Offer shall provide details of order acceptance to Clearing Corporation within specified timelines. In the event that the number of Equity Shares (including demat Equity Shares, physical Equity Shares and locked-in Equity Shares) validly tendered by the Shareholders under this Offer is more than the number of Offer Shares, the Acquirers shall accept those Equity Shares validly tendered by the Shareholders on a proportionate basis in consultation with the Manager, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots, provided that acquisition of Equity Shares from a Shareholder shall not be less than the minimum marketable lot.

As per the recent amendment of SEBI vide its circular SEBI/HO/CFD/DCR-III/ CIR/P/2021/615 dated August 13, 2021, in consultation with Depositories, Clearing Corporations and Stock Exchanges, it has been decided that a lien shall be marked against the shares of the shareholders participating in the tender offers. Upon finalization of the entitlement, only accepted quantity of shares shall be debited

from the demat account of the shareholders. The lien marked against unaccepted shares shall be released.

8.18. Settlement Process

a) On closure of the Offer, reconciliation for acceptances shall be conducted by the Manager to the Offer and the Registrar to the Offer and the final list shall be provided to the Stock Exchange to facilitate settlement on the basis of Shares transferred to the Clearing Corporation. The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market. Selling Brokers should use the settlement number to be provided by the Clearing Corporation to transfer the shares in favor of Clearing Corporation.
b) The shares shall be directly credited to the pool account of the Buying Broker. For the same, the existing facility of client direct pay-out in the capital market segment shall be available. Once the basis of acceptance is finalised, the Clearing Corporation would facilitate clearing and settlement of trades by transferring the required number of shares to the pool account of the Buying Broker. In case of partial or non-acceptance of orders or excess pay-in, demat Shares shall be released to the securities pool account of the Selling Broker / custodian, post which, the Selling Broker would then issue contract note for the shares accepted and return the balance shares to the Shareholders. Any excess physical Equity Shares, to the extent tendered but not accepted, will be returned to the Shareholder(s) directly by Registrar to the Offer.

8.19. Settlement of Funds/ Payment Consideration

The settlement of fund obligation for demat and physical Equity Shares shall be effected through existing settlement accounts of Selling Broker. The payment will be made to the Buying Broker for settlement. For Equity Shares accepted under the Open Offer, the Selling Broker / Custodian Participant will receive funds payout in their settlement bank account. The Selling Brokers / Custodian participants would pay the consideration to their respective clients. The funds received from Buying Broker by the Clearing Corporation will be released to the Selling Broker(s) as per secondary market pay-out mechanism. Shareholders who intend to participate in the Offer should consult their respective Selling Broker for payment to them of any cost, charges and expenses (including brokerage) that may be levied by the Selling Broker upon the selling Shareholders for tendering Equity Shares in the Offer (secondary market transaction). The consideration received by the selling Shareholders from their respective Selling Broker, in respect of accepted Equity Shares, could be net of such costs, charges and expenses (including brokerage) and the Acquirers accepts no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by the selling Shareholder. In case of delay in receipt of any statutory approval(s), SEBI has the power to grant extension of time to Acquirers for payment of consideration to the shareholders of the Target Company who have accepted the Open Offer within such period, subject to Acquirers agreeing to pay interest for the delayed period if directed by SEBI in terms of Regulation 18 (11) of the SEBI (SAST) Regulations, 2011.

9. DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection at the office of the Manager to the Offer at Navigant Corporate Advisors Limited, 423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri-Kurla Road, Andheri East, Mumbai-400-059 from 11.30 a.m. to 2.30 p.m. on any working day, except Saturdays, Sundays and Holidays until the closure of the Offer. Shareholders have option to verify below mentioned records electronically by placing a request on the email i.e. [email protected] by providing details such as DP-ID-Client ID and Folio No etc.

Certificates dated 22[nd] February, 2022 issued by Pratik Agrawal (Membership No. 151091), Proprietor of Pratik S Agrawal & Company, Chartered Accountants (Firm Registration No. 154410W) certifying the Net worth of Acquirers.
Certificate dated 21[st] March, 2022 by Ms. Rashmi Shah, Independent Valuer, (Membership No. 123478), Proprietor of R V Shah & Associates, Chartered Accountants (Firm Registration No. 133958W) certifying the Fair Value of Target Company.
Annual Reports of Indsoya Limited for years ended on March 31, 2019, 2020 and 2021.
Bank Statement of Kotak Mahindra Bank Limited confirming the amount kept in Escrow Account opened as per SEBI (SAST) Regulation.

Copy of Public Announcement dated 21[st] March, 2022.
Published copy of the Detailed Public Statement, which appeared in the newspapers on 25[th] March, 2022.
Copy of Recommendation made by Committee of Independent Directors of ISL.
Observation letter no SEBI/HO/CFD/DCR2/P/OW/2022/018450/1 dated 29[th ] April, 2022 on the Draft Letter of Offer filed with the Securities and Exchange Board of India.
Memorandum of Understanding between Lead managers i.e. Navigant Corporate Advisors Limited & Acquirers.

10. DECLARATION BY THE ACQUIRERS

We have made all reasonable inquiries, accept responsibility for, and confirm that this LOF contains all information with regard to the Offer, which is material in the context of the issue, that the information contained in this LOF is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

We jointly and severally are responsible for ensuring compliance with the Takeover Regulations and the obligations as stated under the Takeover Regulations. All information contained in this document is true and correct as on date of the PA, DPS and this LOF, unless stated otherwise.

We hereby declare and confirm that all the relevant provisions of Companies Act, 2013 and all the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 have been complied with and no statements in the Offer document is contrary to the provisions of Companies Act, 2013 and SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

Signed by Acquirers:

Sd/Mrs. Lovely Ghanshyam Mutreja

Sd/-

Mr. Kirit Ghanshyam Mutreja

Sd/-

Ms. Lalita Ghanshyam Mutreja

Place: Mumbai Date: 2[nd] May, 2022

ENCLOSURES:

Form of Acceptance cum Acknowledgement
Blank Share Transfer Deed(s) in the case of shares held in physical mode.

FORM OF ACCEPTANCE – CUM – ACKNOWLEDGEMENT (FOR HOLDING SHARES IN PHYSICAL FORM)

(All terms and expressions used herein shall have the same meaning as described thereto in the Letter of Offer)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form with TRS generated by Broker and enclosures with enclosures to Link Intime India Private Limited, Registrar to the Offer at their address given in the Letter of Offer as per mode of delivery in Letter of Offer)

OFFER OPENS ON: TUESDAY, 17[TH] MAY, 2022 OFFER CLOSES ON: MONDAY, 30[TH] MAY, 2022

FOR OFFICE USE ONLY

Acceptance Number: Number of Equity Shares offered: Number of Equity Shares accepted: Purchase Consideration (Rs.): Cheque/ Demand Draft/Pay Order No/ECS:

From: -

Name:

Address:

Status: Resident/ Non Resident

Folio No.:	Sr. No: No of Shares Held:
Tel. No:	Fax No: E-Mail:

To,

Link Intime India Private Limited

C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India Tel No.: +91 -11 - 49186200 E-mail Id: [email protected] Investor Grievance Email : [email protected] Website: www.linkintime.co,in SEBI Registration No: INR000004058 Contact Person: Mr. Sumeet Deshpande

Dear Sir,

Sub.: Cash Offer for purchase of 1,04,000 (One Lac Four Thousand only) Equity Shares of Indsoya Limited at a price of Rs. 28/- (Rupees Twenty Eight Only) per equity share.

I/We refer to the Letter of Offer dated May 02, 2022 for acquiring the Equity Shares held by me/us in Indsoya.

I/We, the undersigned, have read the Letter of Offer, Detailed Public Statement and understood their contents including the terms and conditions and procedure as mentioned therein.

FOR SHARES HELD IN PHYSICAL FORM

I/We, hold the following shares in physical form and accept the Offer and enclose the original Share certificate (s) and duly signed share transfer deed (s) in respect of my/our Shares as detailed below:

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Certificate No. Distinctive No(s) No. of Equity Shares
Sr. No.
From To
Total Number of Equity Shares
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(In case the space provided is inadequate, please attach a separate sheet with above details and authenticate the same. Eligible Shareholders holding shares in physical mode should ensure that necessary documents as mentioned in the Letter of Offer for accepting Shares in physical mode shall be provided along with this Form of Acceptance. Eligible Shareholders of the Target Company holding physical shares should note that Physical Shares will not be accepted unless the complete sets of documents are submitted)

I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Registrar to the Offer until the time the Acquirers gives the purchase consideration as mentioned in the Letter of Offer.
I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents and signatures.
I/We note and understand that the Shares would reside with the Registrar to the Offer until the time the Acquirers accepts the Shares Certificates and makes the payment of purchase consideration as mentioned in the LOF.
I/We confirm that the equity shares of Indsoya Limited, which are being tendered herewith by me/us under this Offer, are free from liens, charges and encumbrances of any kind whatsoever.
I/We authorize the Acquirers to accept the shares so offered which they may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/We further authorize the Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted.
I/We authorise the Acquirers and the Registrar to the Offer and the Manager to the Offer to send by Registered Post as may be applicable at my/our risk, the draft /cheque/ warrant, in full and final settlement of the amount due to me/us and/or other documents or papers or correspondence to the sole/first holder at the address mentioned below.
I/We authorize the Acquirers to accept the Shares so offered or such lesser number of Shares that they may decide to accept in terms of the Letter of Offer and I/We authorize the Acquirers to split / consolidate the share certificates comprising the Shares that are not acquired to be returned to me/us and for the aforesaid purposes the Acquirers are hereby authorized to do all such things and execute such documents as may be found necessary and expedient for the purpose.

Name and complete address of the Sole/ First holder (in case of member(s), address as registered with Indsoya:

Name Address Place: ———————— Date: ————————— Tel. No(s). : ———————— Fax No.: ——————

So as to avoid fraudulent encashment in transit, the shareholder(s) are requested to kindly provide the following bank details of the first/sole shareholder and the consideration will be payable by way of ECS Mode/ cheque or demand draft will be drawn accordingly. In order to receive payment consideration through ECS mode, the shareholders are requested to compulsorily provide their following bank details:-

Bank Account No.: -------------------------------------------------------------------------------------Type of Account: -------------------------------- (Savings / Current / Other (please specify)) Name of the Bank: ---------------------------------------------------------------------------------------Name of the Branch and Address: ----------------------------------------------------------------------

MICR Code of Bank————---------------------------------------------IFSC Code of Bank----------------------------------------------------------------------------------

ThePermanentAccount No. (PAN) allotted undertheIncomeTax Act,1961 is as under:	ThePermanentAccount No. (PAN) allotted undertheIncomeTax Act,1961 is as under:	ThePermanentAccount No. (PAN) allotted undertheIncomeTax Act,1961 is as under:
PAN	1st Shareholder	2nd Shareholder	3rd Shareholder

Enclosure (Please tick)

Power of Attorney, if any person apart from the shareholder, has signed the acceptance from or transfer deed(s)
Duly attested Death certificate/succession certificate (in case of single shareholders) in case the original shareholders has expired
RBI approval (for NRI/OCB/Foreign shareholders)
Corporate Authorisation in case of companies along with Board resolutions and specimen signature of authorized signatory
Other (please specify)

Yours faithfully, Signed and Delivered:

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PARTICULARS FULL NAME (S) OF THE HOLDERS SIGNATURE (S)
First/Sole Shareholder
Joint Holder 1
Joint Holder 2
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Note: In case of joint holdings, all the holders must sign. In case of body corporate, stamp of the company should be affixed and necessary Board Resolution should be attached.

INSTRUCTIONS

Please read the enclosed Letter of Offer carefully before filling-up this Form of Acceptance.
The Form of Acceptance should be filled-up in English only.
Signature(s) other than in English and Hindi and thumb impressions must be attested by a Notary Public under his Official Seal.

Mode of tendering the Equity Shares Pursuant to the Offer:

I. The acceptance of the Offer made by the Acquirers are entirely at the discretion of the equity shareholder of Indsoya.

II. Shareholders of Indsoya to whom this Offer is being made, are free to offer his / her / their shareholding in Indsoya for sale to the Acquirers, in whole or part, while tendering his / her / their equity shares in the Offer.

Business Hours: Monday to Friday: 10.00 hours to 17.00 hours Saturday: 10.00 to 13.00 hours

Holidays: Sundays, Public Holidays and Bank Holidays

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ACKNOWLEDGEMENT SLIP INDSOYA LIMITED - CASH OFFER FOR SHARES HELD IN PHYSICAL FORM

Folio No.: Serial No. Received from Mr. / Ms. _______Address: ___ _______________Form of Acceptance for _____ Shares along with a copy of ____ _____ Share Certificate(s) ___ Transfer Deed folio number (s)____ For accepting the Offer made by the Acquirers

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Signature of Official Stamp of Registrar to the Offer Date of Receipt
and Date of Receipt
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For Future Correspondence, if any, should be addressed to Registrar to the Offer at the following address
	Link Intime India Private Limited
	C-101, 247 Park, LBS Marg, Vikhroli (West),
	Mumbai 400 083, Maharashtra, India
	Tel No.:+91 -11 - 49186200
	E-mail Id: [email protected]
	Investor Grievance Email: [email protected]
	Website:www.linkintime.co,in
	SEBI Registration No:INR000004058
	Contact Person:Mr. Sumeet Deshpande

AI assistant

Indsoya Limited — M&A Activity 2022

63351_rns_2022-05-05_2867bfb2-c544-4ab0-a1f4-948eae0a1174.pdf

NAVIGANT CORPORATE ADVISORS LIMITED

Date: 05.05.2022

Sub: Submission of Letter of Offer – Indsoya Limited (BSE Code: 503639)

Dear Sir,

For Navigant Corporate Advisors Limited

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

OPEN OFFER ("OFFER")

TO THE SHAREHOLDERS OF INDSOYA LIMITED

TO ACQUIRE

SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER

RISK FACTORS

A. RELATING TO THE OFFER

B. IN ASSOCIATION WITH THE ACQUIRERS

TABLE OF CONTENTS

2. DISCLAIMER CLAUSE

3.2 Details of the Proposed Offer

3.3 Object of the Offer:

4. BACKGROUND OF THE ACQUIRERS:

4.1 The details of the Acquirer-1 are as follows:

Acquirer-1: Mrs. Lovely Ghanshyam Mutreja:

4.2 Joint Undertakings / Confirmation by the Acquirers

5. BACKGROUND OF THE TARGET COMPANY

Reason for fall/rise in total income and profit after tax are as follows:

FY 2020-2021 Compared to 2019-2020

FY 2019-2020 Compared to 2018-2019

5.15 Pre- and Post-Offer shareholding pattern of the ISL is as per the following table:

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of Offer Price

6.2 Financial Arrangements

7. TERMS AND CONDITIONS OF THE OFFER:

7.7. Statutory Approvals and conditions of the Offer:

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT:

Allwin Securities Limited

8.15. Procedure for Tendering the Shares in case of Non-Receipt of the Letter of Offer:

8.18. Settlement Process

8.19. Settlement of Funds/ Payment Consideration

9. DOCUMENTS FOR INSPECTION

10. DECLARATION BY THE ACQUIRERS

Signed by Acquirers:

Sd/-

Sd/-

ENCLOSURES:

FORM OF ACCEPTANCE – CUM – ACKNOWLEDGEMENT (FOR HOLDING SHARES IN PHYSICAL FORM)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

From: -

Sub.: Cash Offer for purchase of 1,04,000 (One Lac Four Thousand only) Equity Shares of Indsoya Limited at a price of Rs. 28/- (Rupees Twenty Eight Only) per equity share.

FOR SHARES HELD IN PHYSICAL FORM

INSTRUCTIONS

Mode of tendering the Equity Shares Pursuant to the Offer:

ACKNOWLEDGEMENT SLIP INDSOYA LIMITED - CASH OFFER FOR SHARES HELD IN PHYSICAL FORM

More from Indsoya Limited

Indsoya Limited M&A Activity 2022