KISAAN PARIVAR INDUSTRIES LIMITED — M&A Activity 2023

Oct 13, 2023

Friday, October l3, 2023

To" BSE Limited, PJ. Towers, Dalal Street, Mumbai — ⁴⁰⁰ 001. Maharashtra, India

Respected Sir/ Ma'am,

Open offer made by Ms. Rajani Nanavath, for acquisition 0f up to 22,88,000 (Twenty-Two Lakhs Eighty—Eight Thousand) Equity Shares representing 26.00% (Twenty-Six Percent) ofthe Voting Share Capital of Richirich Inventures Limited from the Public Shareholders of the Target Company. Subject

We would like to inform you that, in accordance with the provisions of Regulation ¹² (l) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, ²⁰¹ 1, including subsequent amendments thereto ('SEBI (SAST) Regulations'), we, Swaraj Shares and Securities Private Limited? have been appointed as the Manager to the Offer ('Manager'), by Ms. Rajani Nanavath ('Acquirer'), who has announced an open offer in compliance with the provisions of Regulations 3(1) and ⁴ and such other applicable regulations ofthe SEBI (SAST) Regulations for acquisition 0f up to ¹ 1,51,994 (Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninety-Four) Equity Shares, representing 24.00% (Twenty Four Percent) of the Pre-Preferential Issue Equity Share Capital of the Target Company (equivalent to 13.09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital ofthe Richirich Inventures Limited ('Target Company') from the Public Shareholders ofthe Target Company.

In culmination of the aforesaid facts, we would like to inform you that, in accordance with the provisions of Regulation ¹² (1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, ²⁰¹ 1, including subsequent amendments thereto ('SEBI (SAST) Regulations'), we, Swaraj Shares and Securities Private Limited, have been appointed as the Manager to the Offer ('Manager'), and pursuant to the execution of the Share Purchase Agreement, the Acquirers have announced an open offer in compliance with the provisions of Regulations 3(1) and ⁴ and such other applicable regulations ofthe SEBI (SAST) Regulations for acquisition of up to 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand) Equity Shares, representing 26.00% (Twenty Six Percent) of the Voting Share Capital of the Target Company, at an offer price of Rs.7.00/—(Rupees Seven Only) per Equity Share, to the Public Shareholders of the Target Company, determined in accordance with the parameters prescribed under Regulations ⁸ (1) and ⁸ (2) ofthe SEBI (SAST) Regulations.

In light of the above and in accordance with the provisions of Regulations 26(7) ofthe SEBI (SAST) Regulations, ('Recommendations of IDC') for the aforesaid Offer has been published today, i.e., Friday, October I3. ²⁰²³ in Financial Express (English daily) (All Editions), Jansatta (Hindi daily) (All Editions) and Mumbai Lakshadweep (Marathi Daily) (Mumbai Edition) ('Newspaper')and the same has been enclosed herewith for your kind perusal

Terms not defined herein shall have the meaning ascribed to them under the , 'Recommendations ofIDC'.

Swa raj Shares and Securities Private Limited

+919874283532/+918097367132 mbd@swarajshares.com www.swarajshares.com

@

Registered Office — ²¹ Hemant Basu Sarani, 5th Floor, Room No 507, Kolkata — 700001, West Bengal, lndia Branch Office - Unit 304, A Wing, ²¹⁵ Atrium, Near Courtyard Marriot, Andheri Kurla Road, Andheri East, Mumbai — 400093, Maharashtra, India

lncase you require any further information, please feel free to contact any ofthe following persons of Swaraj Shares and Securities Private Limited:

Contact Person	' Telephone ,	E-mail "7E" s r r r
Tanmoy Mr.	-22- +9 l 69649974/ 9874283532	compliance@swaraj shares.com/tanmoy@swarajsharescom
Banerjee	W
Ms. Pankita Patel	-22-69649973/ +9 l 80973 67 1 32	compliance@swaraj shares.com/pankita@swaraj shares.com

We hope your good self will find the above in order and request you to kindly upload the, 'Recommendations of IDC' on your website at the earliest.

Thanking you, Yours faithfully,

\i

. a ' Shares and Securities Private Limited

Encl.: As above

Swaraj Shares and Securities Private Limited

@ +919874283532 /+918097367132 @ mbd©swarajshares.com www.5warajshares.com

Registered Office - ²¹ Hemant Basu Sarani, 5th Floor, Room No 507, Kolkata - 700001, West Bengal, lndia Branch Office - Unit 304, A Wing, ²¹⁵ Atrium, Near Courtyard Marriot, Andheri Kurla Road, Andheri East, Mumbai — 400093, Maharashtra, India

			RICHIRICH INVENTURES LIMITED Corporate Identification Number: L65990MH1986PLC039163
			Registered Office: A-1 Emperor Court, Ground Floor, Yashwant Nagar, Vakola, Mumbai - 400055, Maharashtra, India Tel: 022-79664656; Website: www.richirichinventures.com ; Email ID: richagro@yahoo.co.in
subsequent amendments thereto ('SEBI (SAST) Regulations').			Recommendations of the Committee of Independent Directors ('IDC') of Richirich Inventures Limited ('Target Company') in relation to the Open Offer ('Offer') made Ms. Rajani Nanavath ('Acquirer'), to the Public Shareholders of the Target Company ('Shareholders') under Regulations 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and
Date			Thursday, October 12, 2023
Target Company	Richirich Inventures Limited
Details of the Offer pertaining to the Target Company	Open offer being made by the Acquirer for acquisition of up to 22,88,000 (Twenty-Two Lakhs Eighty- Eight Thousand) Equity Shares, representing 26.00% (Twenty-Six Percent) of the Expanded Voting Share Capital of the Target Company, at a price of ₹7.00/- (Rupees Seven Only) per Equity Share, payable in cash, assuming full acceptance aggregating to a maximum consideration of ₹1,60,16,000.00/- (Rupees One Crore Sixty Lakhs and Sixteen Thousand Only), payable in cash
Names of the Acquirer	Ms. Rajani Nanavath
Manager to the Offer			Swaraj Shares and Securities Private Limited Corporate Identification Number: U51101WB2000PTC092621 Principal Place of Business: Unit No 304, A Wing, 215 Atrium, Near Courtyard Marriot, Andheri East, Mumbai- 400093, Maharashtra, India Contact Person: Pankita Patel/ Tanmoy Banerjee Tel No.: +91-22-696499990 Email: compliance@swarajshares.com SEBI Registration No.: INM000012980 Validity: Permanent
Members of the Committee of Independent	Sr. No.		Name	Designation
Directors (IDC)	$\mathbf{1}$		Mr. Vikram Singh Bhati	Chairperson
	$\overline{2}$		Mr. Sumit Saurabh	Member
IDC Member's relationship with the Target Company (Director, Equity shares owned, any other contract/relationship), if any Trading in the Equity shares/other securities of the Target Company by IDC	1. All IDC Members are Independent Directors and Non-Executive Directors on the Board of the Target Company. 2. IDC Members do not hold any Equity Shares of the Target Company. 3. IDC Members have not entered into any other contract or have other relationships with the Target Company. No trading in the Equity Shares of the Target Company has been done by any of the IDC Members.
Members IDC Member's relationship with the acquirer	None of the IDC Members hold any contracts, nor have any relationship with the Acquirer in their
(Director, Equity shares owned, any other contract/relationship), if any. Trading in the Equity shares/other	personal capacities. Since, the Acquirer is an individual, the details of trading in the Equity Shares/Other Securities of the
securities of the acquirer by IDC Members Recommendation on the Open offer, as to	acquirer by IDC Members, is not applicable Based on the review of the Offer Documents issued by the Manager to the Offer on behalf of the
whether the offer, is or is not, fair, and reasonable	Regulations.		Acquirer, IDC Members believe that the Offer is fair and reasonable and in line with the SEBI (SAST) The shareholders may independently evaluate the Offer, the market performance of the Equity Shares, and take an informed decision in the best of their interests. Further, the Public Shareholders, should independently review the Letter of Offer dated Thursday, October 05, 2023, including the risk factors described therein before taking any decision in relation to this Offer.
Summary of reasons for the recommendation			IDC Members have taken into consideration and reviewed the following Offer Documents for making the recommendation: a) The Public Announcement dated Wednesday, July 05, 2023 ('Public Announcement'); a) Detailed Public Statement dated Monday, July 10, 2023, in connection with this Offer, published on behalf of the Acquirer on Tuesday, July 11, 2023, in Financial Express (English Daily) (All India Editions), Jansatta (Hindi daily) (All Editions) and Mumbai Lakshadweep (Marathi Daily) (Mumbai Edition) ('Detailed Public Statement'); b) Draft Letter of Offer dated Tuesday, July 18, 2023, filed and submitted with SEBI pursuant to the provisions of Regulation 16 (1) of the SEBI (SAST) Regulations ('Draft Letter of Offer'); c) The Letter of Offer along with Form of Acceptance and Form SH-4 dated Thursday, October 05, 2023 ('Letter of Offer'); Based on the review of the aforesaid Offer Documents, the IDC Members are of the view that the Offer Price is in line with the parameters prescribed by SEBI in the SEBI (SAST) Regulations.
	The Equity Shares of the Target Company are listed and traded on bourses of BSE and are frequently traded within the definition of 'Frequently traded shares' under clause (j) of sub-regulation (1) of Regulation 2 of the SEBI (SAST) Regulations on BSE Limited. The Offer Price of ₹7.00/- (Rupees Seven Only) has been determined considering the parameters as
	set out under Regulations 8 (1) and 8 (2) of the SEBI (SAST) Regulations, being highest of the following:
	Sr. No.		Particulars	Price (In ₹ per Equity share)
	1.		Negotiated Price under the Share Purchase Agreement attracting the obligations to make a Public Announcement for the Offer	₹6.50/- (Six Rupees and Fifty Paise Only)
	2.		The volume-weighted average price paid or payable for acquisition(s) by the Acquirer, during the 52 (fifty-two) weeks immediately preceding the date of Public Announcement	Not Applicable
	3.		The highest price paid or payable for any acquisition by the Acquirer, during the 26 (twenty-six) weeks immediately preceding the date of Public Announcement	Not Applicable
	4.		The volume-weighted average market price of Equity Shares for a period of 60 (sixty) trading days immediately preceding the date of Public Announcement as traded on BSE where the maximum volume of trading in the Equity Shares of the Target Company are recorded during such period, provided such shares are frequently traded	₹6.00/- (Rupees Six Only)
	5.		Where the Equity Shares are not frequently traded, the price determined by the Acquirer and the Manager considering valuatior parameters per Equity Share including, book value, comparable trading multiples, and such other parameters as are customary for valuation of Equity Shares	Not Applicable, since Equity Shares are frequently traded
			In view of the parameters considered and presented in the table above, in the opinion of Acquirer and Manager to the offer, the offer price is ₹7.00/- (Rupees Seven Only) in terms of Regulation 8(2) of the SEBI (SAST) Regulations.
Disclosure of Voting Pattern	These recommendations have been unanimously approved by the IDC Members

Details of Independent Advisors, if any	None
Any other matter to be highlighted	None
	Terms not defined herein carry the meaning ascribed to them in the Letter of Offer dated Thursday, October 05, 2023.
by the Target Company under the SEBI (SAST) Regulations.	To the best of our knowledge and belief, after making the proper enguiry, the information contained in or accompanying this statement is, in all material respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information required to be disclosed For and on behalf of the Committee of Independent Directors
	Richirich Inventures Limited
	$sd/-$
	Vikram Singh Bhati
	Chairperson of the Committee
Place: Mumbai	Independent Director
(DIN: 07243145) Date: Thursday, October 12, 2023