Date: Tuesday, July 18? 2023

To, BSE Limited. P.J. Towers, Dalal Street. Mumbai ⁱ ⁴⁰⁰⁰⁰ ¹ , Maharashtra, India

Respected Sir/ Madam,

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

We would like to inform you that, Ms. Rajani Nanavath ('Acquirer') has entered into ^a Share Purchase Agreement dated Wednesday, July 05. 2023, with Renu Ashok Jain. Ashokkumar Annrai Jain Manoi Jain Kalpesh Jain llUF Krutika Mehta Shivani Kalpesh Jain, Ashok Jain HUF. HarsharJawaharlal Jain, Raj'ul Jawahar Jain, T<alpesh Ashok Jain 'Vaibhav Manoj Jain. M/s'P'usa investments PrivateLimited ('Selling Promoter Shareholders') the present Promoters and members ofthe promoter group of the Target Company (hereinafter collectively referred to as the 'Selling Promoter Shareholders') for acquisition of 11,51,994 (Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninetv-Four) Equity Shares represeriting 24.00% (Twenty Four Percent) ofthe Pre—Preferential Issue Equity Share Capital ofthe Target Company (equivalent to ¹³ 09% (Thirteen point Zero Nine Percent) of the Expanded Voting Share Capital ofthe Target Company at ^a negotiated price of i6.50/— (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ?74 ⁸⁹ ²⁶¹ 00/- (Rupees Seventy-Four Lakhs Eighty-Nine Thousand Two Hundred and Sixty-One Only) ('Share Purchase Agreement').

[n culmination ofthe aforesaid facts, we would like to inform you that, in accordance with the provisions ofRegulation ¹² (1) ofthe Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations ²⁰¹ l, including subsequent amendments thereto ('SEBI (SAST) Regulations') we Swarai Shares and Securities Private Limited. have been appointed as the Manager to the Offer (Manager) and pursuaht to the execution ofthe 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% (Twentv Six Percent) ofthe Voting Share Capital ofthe Target Company, at an offer price of Rs.7.00/— (Rupees Seven Only) per Equity Share to the Public Shareholders ofthe Target Company, determined in accordance with the parameters prescribed under Regulations ⁸ (I) and ⁸ (2) ofthe SEBI (SAST) Regulations.

As required under the provisions ofthe Regulation ¹⁶ ofthe SEBI (SAST) Regulations. we are enclosing herewith ^a copy ofthe Draft Letter ofOffer for your necessary perusal.

We hope your good selfwill tind the above in order and request you to kindly upload the Draft Letter ofOffer on your website at the earliest.

Swaraj Shares and Securities Private Limited

@ +91 9874283532 /+9I 8097367132 [email protected] www.5warajshares.com

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

DRAFT LETTER OF OFFER

'This document is important and requires your immediate attention'

This Draft Letter of Offer is being sent to you as the Public Shareholder of Richirich Inventures Limited. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer or the Registrar. In case you have recently sold your Equity Shares, please hand over this Draft Letter of Offer and the accompanying form of acceptance-cum-acknowledgement to the member of the stock exchange through whom the said sale was affected.

TENTATIVE SCHEDULE OF THE MAJOR ACTIVITIES RELATING TO THIS OFFER

Tentative Schedule of Activities	Date
Date of issue of the Public Announcement	Wednesday, July 05, 2023
Date of publication of Detailed Public Statement in the Newspapers	Tuesday, July 11,2023
Last date for publication of Detailed Public Statement in the Newspapers	Wednesday, July 12, 2023
Date for filing of the Draft Letter of Offer with SEBI	Tuesday, July 18,2023
Last date for public announcement for a competing offer(s)#	Tuesday, August 01, 2023
Last date for receipt of comments from SEBI on the Draft Letter of Offer will
be received (in the event SEBI has not sought clarification or additional	Tuesday, August 08, 2023
information from the Manager)
Identified Date*	Thursday, August 10, 2023
Last date for dispatch of the Letter of Offer to the Public Shareholders of the
Target Company whose names appear on the register of members on the	Monday, August 21, 2023
Identified Date
Last date by which a committee of the independent directors of the Target
Company is required to give its recommendation to the Public Shareholders for	Thursday, August 24, 2023
this Offer
Last date for upward revision of the Offer Price and / or the Offer Size	Friday, August 25, 2023
Last date of publication of opening of Offer public announcement in the	Friday, August 25, 2023
newspapers in which the Detailed Public Statement had been published
Date of commencement of Tendering Period	Monday, August 28, 2023
Date of closing of Tendering Period	Friday, September 08, 2023
Last date of communicating the rejection/ acceptance and completion of	Monday, September 25, 2023
payment of consideration or refund of Equity Shares to the Public Shareholders

Note:

The above timelines are indicative (prepared on the basis of timelines provided under the SEBI (SAST) Regulations) and are subject to receipt of requisite approvals from various statutory/ regulatory authorities and may have to be revised accordingly. To clarify, the actions set out above may be completed prior to their corresponding dates subject to compliance with the SEBI (SAST) Regulations.

#There has been no competing offer as of the date of this Draft Letter of Offer.

*Identified Date is only for the purpose of determining the names of the Public Shareholders to whom the Letter of Offer would be sent. All the public shareholders (registered or unregistered) of the Equity Shares (except the Acquirer and the parties to the Share Purchase Agreement) are eligible to participate in this Offer any time before the closure of this Offer.

RISK FACTORS RELATING TO THE UNDERLYING TRANSACTION, THE PROPOSED OFFER, AND PROBABLE RISKS INVOLVED IN ASSOCIATING WITH THE ACQUIRER

For capitalized terms used hereinafter, please refer to the 'Definitions' set out below:

A. Risks relating to Underlying Transaction

1. The Underlying Transaction is subject to various conditions as specified under the Share Purchase Agreement, including:
(a) Receipt of all statutory approvals as set out in Paragraph 7.6 titled as 'Statutory Approvals and conditions of the Offer' at page 26 of this Draft Letter of Offer and those which become applicable prior to the completion of this Offer;
(b) The satisfaction or waiver of the various conditions under the Share Purchase Agreement, including those conditions set out in paragraph 3.1.9 at page 5 of this Draft Letter of Offer, and if these conditions are not satisfied or waived and subsequently terminated in accordance with the terms of the Share Purchase Agreement, then the Underlying Transaction may be terminated.
1. The Underlying Transaction is subject to completion risks as would be applicable to similar transactions.

B. Risks relating to this Offer

1. This Offer is a mandatory open offer to acquire up to 26.00% (Twenty-Six Percent) of Voting Share Capital of the Target Company from the Public Shareholders. In the case of oversubscription in this Offer, as per the SEBI (SAST) Regulations, acceptance of the Equity Shares would be determined on a proportionate basis, and hence there is no certainty that all the Equity Shares tendered by the Public Shareholders in this Offer will be accepted.
1. As on the date of this Draft Letter of Offer, to the best of knowledge and belief of the Acquirer, there are no statutory approvals required to acquire the Equity Shares that are validly tendered pursuant to this Offer or to complete this Offer, for further details kindly refer to Paragraph 7.6 titled as 'Statutory Approvals and conditions of the Offer' at page 26 of this Draft Letter of Offer. However, if any other statutory approvals are required prior to the completion of this Offer, then this Offer would be subject to the receipt of such other statutory approvals that may become applicable later.
1. In the event that either:
(a) Regulatory approval is not received in a timely manner, or
(b) There is any litigation leading to stay on this Offer, or
(c) SEBI instructs the Acquirer not to proceed with this Offer,

then the Offer process may be delayed beyond the Schedule of Activities indicated in this Draft Letter of Offer. Consequently, payment of consideration to the Public Shareholders of the Target Company whose Equity Shares have been accepted in this Offer as well as the return of the Equity Shares not accepted by the Acquirer may be delayed. In case of delay, due to non-receipt of statutory approvals, as per Regulation 18 (11) of the SEBI (SAST) Regulations, then SEBI may, if satisfied that the non-receipt of approvals was not attributable to any willful default, negligence, or failure on the part of the Acquirer to diligently pursue such approvals, grant an extension for the purpose of completion of this Offer, subject to the Acquirer agreeing to pay interest to the Public Shareholders for the delay beyond the 10th (Tenth) Working Day from the date of closure of the Tendering Period, as may be specified by SEBI.

1. Public Shareholders should note that the Equity Shares tendered by them and accepted in this Offer shall not be entitled to be withdraw post-acceptance of such Equity Shares during the Tendering Period, even if the acceptance of such Equity Shares under this Offer and the payment of consideration gets delayed. The tendered Equity Shares and documents would be held by the Registrar, till such time as the process of acceptance of tenders and the payment of consideration is completed.
1. This Offer is subject to the receipt of statutory and regulatory approvals by the Acquirer. The Acquirer may not be able to proceed with this Offer in the event the approvals are not received in terms of the Regulation 23 of the SEBI (SAST) Regulations. Further delay, if any, in the receipt of these approvals may delay completion of this Offer.
1. Non-residents and overseas corporate bodies (the "OCBs") holding the Equity Shares must obtain all requisite approvals, if any, to tender the Equity Shares held by them in this Offer. Further, if the Public Shareholders who are not person's resident in India had required any approvals (including from Reserve Bank of India or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them pursuant to this Offer, along with the documents required to be tendered to accept this Offer. In the event such prior approvals are not submitted, the Acquirer reserve their right to reject such Equity Shares tendered under this Offer. If the Equity Shares are held under general permission of the Reserve Bank of India, the non-resident Public Shareholder or OCB should state that the Equity Shares are held under general permission and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.
1. This Draft Letter of Offer/ and the Letter of Offer has not been filed, registered, or approved in any jurisdiction outside India. Recipients of this Draft Letter of Offer/ and the Letter of Offer, resident in jurisdictions outside India should inform themselves of and comply with all applicable legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the Acquirer or the Manager to any new or additional registration requirements.
1. Public Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant to this 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 Acquirer and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Draft Letter of Offer.

C. Risks involved in associating with the Acquirer

1. The Acquirer intend to acquire 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 Richirich Inventures Limited, at an offer price of ₹7.00/- (Rupees Seven Only) per Equity Share, payable in cash, under the SEBI (SAST) Regulations. The Target Company does not have any partly paid-up Equity Shares as on the date of this Draft Letter of Offer. The Equity Shares and the documents tendered in this Offer will be held in trust by the Registrar until the completion of this Offer formalities, and the Public Shareholders will not be able to trade in such Equity Shares thereafter. Post this Offer, the Acquirer will have significant equity ownership and effective management control over the Target Company, pursuant to the provisions of Regulations 3 (1) and 4 of the SEBI (SAST) Regulations.
1. The Acquirer makes no assurance with respect to the market price of the Equity Shares during the Offer Period and upon the completion of this Offer and disclaim any responsibilities with respect to any decision by the Public Shareholders on whether to participate in this Offer. The Acquirer make no assurance with respect to the financial performance of the Target Company.
1. The Acquirer and the Manager to the Offer, accept no responsibility for the statements made otherwise than in the Offer Documents or in the advertisement or any materials issued by or at the instance of the Acquirer 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.
1. For the purpose of disclosures in the Draft Letter of Offer, all information relating to the:
(a) Target Company has been obtained from publicly available sources or from the Target Company;
(b) Promoter Sellers have been obtained from them. The accuracy of such details of the Target Company and the Promoters Sellers have not been independently verified by the ACQUIRER and the Manager to the Offer.

The risk factors set forth above pertaining to this Offer, are not in relation to the present or future business or operations of the Target Company or any other related matters and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a Public Shareholder in this Offer. Public Shareholders of the Target Company are advised to consult their stockbrokers or investment consultants, if any, for further risk with respect to their participation in this Offer. Each Public Shareholder of the Target Company is hereby advised to consult with their legal, financial, tax, investment, or other advisors and consultants of their choice, if any, for further risks with respect to each such Public Shareholder's participation in this Offer and related transfer of Equity Shares to the Acquirer.

CURRENCY OF PRESENTATION

1. In this Draft Letter of Offer, all references to '₹', 'Rs.', 'Rupees', 'Re', 'Rupee' are references to the official currency of India.
1. In this Draft Letter of Offer, any discrepancy in any table between the total and sums of the amounts listed are due to rounding off and/ or regrouping.

1.	DEFINITIONS AND ABBREVIATIONS7
2.	DISCLAIMER CLAUSE9
3.	DETAILS OF THIS OFFER10
4.	BACKGROUND OF THE ACQUIRER18
5.	BACKGROUND OF THE TARGET COMPANY 18
6.	OFFER PRICE AND FINANCIAL ARRANGEMENTS24
7.	TERMS AND CONDITIONS OF THE OFFER26
8.	PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER 27
9.	ACCEPTANCE OF EQUITY SHARES 29
10.	PROCEDURE FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECIEPT OF THE LETTER OF OFFER 29
11.	SETTLEMENT PROCESS AND PAYMENT OF CONSIDERATION 30
12.	NOTE ON TAXATION31
13.	DOCUMENTS FOR INSPECTION35
14.	DECLARATION BY THE ACQUIRER36

1. DEFINITIONS AND ABBREVIATIONS

Abbreviations	Particulars
	Ms. Rajani Nanavath, d/o Mr. Koteru Seshireddy, aged 35 years, Indian Resident, bearing
	Permanent Account Number 'CEUPK7679K' under the Income Tax Act, 1961, resident at
Acquirer	3-167, Savabanda Thanda, Polkampally, Doulathabad Mandal, Polkampalle,
	Mahabubnagar - 509336, Telangana, India.
Board	Board of Directors of the Target Company
Book Value per Equity	Net-Worth / Number of Equity Share
Share
BSE/ Stock Exchange	The stock exchange where the Equity Shares of the Target Company are listed, i.e., BSE
	Limited
CDSL CIN	Central Depository Services (India) Limited Corporate Identification Number
Clearing Corporation	Indian Clearing Corporation Limited
Companies Act, 2013	The Companies Act, 2013, along with the relevant rules made thereunder
Depositories	CDSL and NSDL
DIN	Director Identification Number
	This Draft Letter of Offer dated Tuesday, July 18, 2023, filed and submitted with SEBI
Draft Letter of Offer	pursuant to the provisions of Regulation 16 (1) of the SEBI (SAST) Regulations, for its
	observations
DP	Depository Participant
	Detailed Public Statement dated Monday, July 10, 2023, which was published on behalf of
Detailed Public Statement	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)
ECS	Electronic Clearing Service
	Earnings Per Equity Share calculated as Profit after tax / number of outstanding Equity
EPS	Shares at the close of the year/ period
Escrow Agreement	Escrow Agreement, dated Wednesday, July 05, 2023 entered amongst and between the
	Acquirer, the Escrow Banker and the Manager to the Offer
Escrow Account	The escrow account with account number '923020034484797' and in the name and style of 'Richirich - Open Offer Escrow Account' opened by the ACQUIRER with the Escrow
	Bank, in accordance with the SEBI (SAST) Regulations
	The amount aggregating to ₹41,00,000.00/- (Rupees Forty-One Lakhs Only) maintained
Escrow Amount	by the ACQUIRER with the Escrow Banker, in accordance with the Escrow Agreement
Escrow Banker	Axis Bank Limited
Equity Shares	The fully paid-up equity shares of the Target Company of face value of Rs.5.00/- (Rupees
	Five Only) each
	The fully paid-up Equity Share capital of the Target Company is ₹2,40,00,000.00/-
Equity Share Capital	(Rupees Two Crores Forty Lakhs Only) comprising of 48,00,000 (Forty-Eight Lakhs) Equity Shares;
	The date for the purpose of determining the names of the shareholders as on such date to
Identified Date	whom the Letter of Offer would be sent, being Thursday, August 10, 2023
IT Act	Income Tax Act, 1961, as amended and modified from time to time
ISIN	International Securities Identification Number
IFSC	Indian Financial System Code
Issue Price	Issue Price means a price of ₹6.00/- (Rupees Six Only) per Preferential Share.
Letter of Offer	Letter of Offer along with along with Form of Acceptance-Cum-Acknowledgement (for
	holding Equity Shares in physical form), and Form SH-4 Securities Transfer Form
Manager to the Offer Maximum	Swaraj Shares and Securities Private Limited The total funding requirement for this Offer, assuming full acceptance of this Offer being
Consideration	₹1,60,16,000.00/- (Rupees One Crore Sixty Lakhs and Sixteen Thousand Only)
NRI/s	Non - Resident Indians
NSDL	National Securities Depository Limited
	Open offer being made by the ACQUIRER for acquisition of up 22,88,000 (Twenty-Two
Offer	Lakhs Eighty-Eight Thousand) Equity Shares, representing 26.00% (Twenty-Six Percent)
	of the Voting Share Capital of the Target Company, at a price of Rs.7.00/- (Rupees Seven
	Only) per Equity Share, payable in cash, assuming full acceptance aggregating to a

Abbreviations	Particulars
	maximum consideration of ₹1,60,16,000.00/- (Rupees One Crore Sixty Lakhs and Sixteen
	Thousand Only)
	Public Announcement, Detailed Public Statement, Draft Letter of Offer, Letter of Offer,
	Recommendation of the Committee of the Independent Directors of the Company, Pre
Offer Documents	Offer Cum Corrigendum to Detailed Public Statement, and Post Offer Public
	Announcement, and any other notices, advertisements, and corrigendum issued by or on
	behalf of the Manager
	The period from the date of entering into an agreement, to acquire the Equity Shares, and
	Voting Share Capital in, or control over, the Target Company requiring a Public
Offer Period	Announcement or the date on which the Public Announcement was issued by the
	ACQUIRER, i.e., Wednesday, July 05, 2023 and the date on which the payment of
	consideration to the Equity Public Shareholders whose Equity Shares are validly accepted
	in this Offer, is made, or the date on which this Offer is withdrawn, as the case may be
Offer Price Offer Shares	An offer price of Rs.7.00/- (Rupees Seven Only) per Equity Share 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand)
	22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand) Equity Shares representing
Offer Size	26.00% (Twenty-Six Percent) of the Voting Share Capital of the Target Company
Public Announcement	Public Announcement dated Wednesday, July 05, 2023
PAN	Permanent Account Number
	Richirich Inventures Limited', a public limited company incorporated on March 07, 1986,
	under the provisions of the Companies Act, 1956, bearing CIN
RICHIRICH / Target	'L65990MH1986PLC039163', with its registered office located at A-1 Ground Floor,
Company	Emperor Court Church View Yashwant Nagar, Vakola, Santacruz (East), Mumbai –
	400055, Maharashtra, India
PAT	Profit After Tax
	The existing promoter and member of the promoter group of the Target Company, in
	accordance with the provisions of Regulations 2 (1) (s), and 2 (1) (t) of the SEBI (SAST)
	Regulations, read with Regulations 2 (1) (oo) and 2 (1) (pp) of the SEBI (ICDR)
Selling Promoter	Regulations, in this case, namely being, being Mrs. Renu Ashok Jain, Mr. Ashokkumar
Shareholders	Annraj Jain, Mr. Manoj Jain, M/s. Kalpesh Jain HUF, Ms. Krutika Mehta, Mrs. Shivani
	Kalpesh Jain, M/s Ashok Jain HUF, Ms. Harsha Jawaharlal Jain, Mr. Rajul Jawahar Jain,
	Mr. Kalpesh Ashok Jain, Mr. Vaibhav Manoj Jain and M/s Pusa Investments Private
	Limited
	All the equity shareholders of the Target Company other than (i) the parties to the Share
Public Shareholders	Purchase Agreement, and (ii) persons deemed to be acting in concert with parties at (i) in compliance with the provisions of Regulation 7(6) of the SEBI (SAST) Regulations
RBI	Reserve Bank of India
Registrar	Venture Capital and Corporate Investments Private Limited
Return on Net Worth	Profit After Tax/ Net-Worth
	11,51,994 (Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninety-Four) Equity
Sale Shares	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 of the Target Company
SCRR	Securities Contract (Regulation) Rules, 1957, as amended
SEBI	Securities and Exchange Board of India
SEBI Act	Securities and Exchange Board of India Act, 1992 and subsequent amendments thereto
SEBI (LODR)	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations SEBI (SAST)	Regulations, 2015 and subsequent amendment thereto Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations	Regulations, 2011 and subsequent amendments thereof
	Respective stockbrokers of all the Public Shareholders who desire to tender their Equity
Selling Broker	Shares under this Offer
	Share Purchase Agreement dated Wednesday, July 5, 2023, executed between the Acquirer
	and the Promoter Sellers, pursuant to which the Acquirer has agreed to acquire 11,51,994
Share Purchase	(Eleven Lakhs Fifty-One Thousand Nine Hundred and Ninety-Four) Equity Shares,
Agreement	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 of the Target Company from the Promoter Sellers at a

Abbreviations	Particulars
	negotiated price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-Nine Thousand Two Hundred and Sixty-One Only)
Share Subscription Agreement	The share subscription agreement dated Wednesday, July 5, 2023 executed between the Acquirer and the Promoter Sellers, pursuant to which the Acquirer has agreed to acquire 11,51,994 (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 of the Target Company from the Promoter Sellers at a negotiated price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-Nine Thousand Two Hundred and Sixty-One Only)
STT	Securities Transaction Tax
Voting Share Capital	The fully diluted Equity Share Capital and voting share capital of the Target Company as of the 10th (Tenth) working day from the closure of the Tendering Period
Tendering Period	The period commencing from Monday, August 28, 2023, and ending on Friday, September 08, 2023 both days inclusive
TRS	Transaction Registration Slip
Underlying Transaction	The transaction for sale and purchase of the Sale Shares as contemplated under the SPA
Working Day	Working days of SEBI as defined in the SEBI (SAST) Regulations

Note:

All terms beginning with a capital letter used in this Draft Letter of Offer, but not otherwise defined herein, shall have the meaning ascribed thereto in the SEBI (SAST) Regulations unless specified.

In this Draft Letter of Offer, any reference to the singular will include the plural and vice-versa.

2. DISCLAIMER CLAUSE

'IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THIS DRAFT LETTER OF OFFER WITH SECURITIES AND EXCHANGE BOARD OF INDIA SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT, THE SAME HAS BEEN CLEARED, VETTED, OR APPROVED BY SECURITIES AND EXCHANGE BOARD OF INDIA. THIS DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SECURITIES AND EXCHANGE BOARD OF INDIA FOR A LIMITED PURPOSE FOR OVERSEEING WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, INCLUDING SUBSEQUENT AMENDMENTS THERETO. THIS REQUIREMENT IS TO FACILITATE PUBLIC SHAREHOLDERS OF AYOKI MERCHANTILE LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THIS OFFER. SECURITIES AND EXCHANGE BOARD OF INDIA DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER OR FOR THE TARGET COMPANY WHOSE EQUITY SHARES AND CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR THE OPINIONS EXPRESSED IN THIS DRAFT LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY, AND DISCLOSURE OF ALL THE RELEVANT INFORMATION IN THIS DRAFT LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE-DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED TUESDAY, JULY 18, TO SECURITIES AND EXCHANGE BOARD OF INDIA IN ACCORDANCE WITH THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, INCLUDING SUBSEQUENT AMENDMENTS THERETO. THE FILING OF THIS DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THIS OFFER.'

General Disclaimer

This Offer Documents in connection with the Offer, has been prepared for the purposes of compliance with the provisions of SEBI (SAST) Regulations. Accordingly, the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of India. The delivery of Offer Documents, does not under any circumstances, create any implication that there has been no change in the affairs of the Target Company and the Acquirer since the date hereof or that the information contained herein is correct as at any time subsequent to this date. Nor is it to be implied that the ACQUIRER are under any obligation to update the information contained herein at any time after this date.

No action has been or will be taken to permit this Offer in any jurisdiction where action would be required for that purpose. The Letter of Offer shall be sent to all Public Shareholders whose names appear in the register of members of the Target Company, at their stated address, as of the Identified Date. However, receipt of the Letter of Offer by any Public Shareholder in a jurisdiction in which it would be illegal to make this Offer, or where making this Offer would require any action to be taken (including, but not restricted to, registration of this Draft Letter of Offer and/or the Letter of Offer under any local securities laws), shall not be treated by such Public Shareholder as an offer being made to them, and shall be construed by them as being sent for information purposes only. Accordingly, no such Public Shareholder may tender his, her or its Equity Shares in this Offer in such jurisdiction.

Persons in possession of the Offer Documents are required to inform themselves of any relevant restrictions. Any Public Shareholder who tenders his, her or its Equity Shares in this Offer shall be deemed to have declared, represented, warranted, and agreed that he, she, or it is authorized under the provisions of any applicable local laws, rules, regulations, and statutes to participate in this Offer.

3. DETAILS OF THIS OFFER

3.1. Background of the Offer

3.1.1. This is a mandatory Open Offer, being made by Ms. Rajani Nanavath (Acquirer) in pursuance of and in compliance with the provisions of Regulations 3 (1) and 4 of the SEBI (SAST) Regulations, to the Public Shareholders of the Target Company. This Offer has triggered upon the execution of the Share Purchase Agreement.
3.1.2. The prime object of this Open Offer is to acquire substantial acquisition of Equity Shares and Voting Share Capital accompanied with the change in control and management of the Target Company.
3.1.3. There is/ are no person acting in concert/s with the Acquirer within the meaning of Regulation 2(1)(q) of the SEBI (SAST) Regulations.
3.1.4. The Acquirer is making this Offer to acquire up to 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand) Equity Shares representing 26.00% (Twenty-Six Percent) of Voting Share Capital of the Target Company, at an offer price of Rs.7.00/- (Rupees Seven Only) per Equity Share, aggregating to a total consideration of ₹1,60,16,000.00/- (Rupees One Crore Sixty Lakhs and Sixteen Thousand Only), payable in cash, in accordance with the provisions of Regulation 9 (1) (a) of the SEBI (SAST) Regulations, subject to the terms and conditions set out in the Offer Documents.
3.1.5. The Acquirer has entered into an Share Purchase Agreement with the Selling Promoter Shareholders with an intention to acquire up to 11,51,994 (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 of the Target Company at a negotiated price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-Nine Thousand Two Hundred and Sixty-One Only), payable in compliance with the terms and conditions scheduled in the SPA.
3.1.6. The details of the Selling Promoter Shareholders, who has entered into the Share Purchase Agreement with the Acquirer are stated hereunder:

Sr. No.	Details of the Selling Promoter	Nature of Entity	Chang es of	Gro up	Part of Promote	Details of Shares/Voting Rights held by the Selling Shareholders
	Shareholders	Address	names in the past		r/ Promote r Group			Pre-Share Purchase Agreement transaction		Post-Share Purchase transaction
					of Target company	No of Equity Shares	% of Pre Preferen tial Issue Paid-Up Share Capital	% of Equity and the Expande d Voting Sharehol ding	No of Equi ty Shar es	% of equity shareholding
1.	Renu Ashok Jain PAN: ABCPJ8358D Resident at 603 Prem Aangan Behind Hotel Hyatt, Pipe Line Road Vakola Santacruz-East, Mumbai – 400055 Maharashtra, India	Individual	No	No	Yes	3,49,317	7.28%	3.97%	Nil	Nil
2.	Ashokkumar Annraj Jain PAN: AYYPS1301G Resident at 603 Prem Aangan Behind Hotel Hyatt, Pipe Line Road Vakola Santacruz-East, Mumbai – 400055 Maharashtra, India	Individual	No	No	Yes	2,43,229	5.07%	2.76%	Nil	Nil
3.	Manoj Jain PAN:AAAHM1 854Q Resident at B-1 304, Malad Shopping Centre, Ismail Baug S.V Road, Malad West, Mumbai, - Maharashtra ,400064 India	Individual	No	No	Yes	35,511	0.74 %	0.40%	Nil	Nil
4.	Kalpesh Jain HUF	HUF	No	No	Yes	29,957			Nil	Nil

Sr. No.	Details of the Selling Promoter	Nature of Entity	Chang es of	Gro up	Part of Promote	Details of Shares/Voting Rights held by the Selling Shareholders
	Shareholders	Address	names in the past		r/ Promote r Group		transaction	Pre-Share Purchase Agreement		Post-Share Purchase transaction
					of Target company	No of Equity Shares	% of Pre Preferen tial Issue Paid-Up Share Capital	% of Equity and the Expande d Voting Sharehol ding	No of Equi ty Shar es	% of equity shareholding
	KARTA: Kalpesh Jain PAN: AAKHK0859F Resident at 603 Prem Aangan Behind Hotel Hyatt, Pipe Line Road Vakola Santacruz-East, Mumbai – 400055 Maharashtra, India						0.62 %	0.34%
5.	Krutika Mehta PAN: AHZPJ1056B Resident at 31 Navin Nagar-2 Chapel Lane, Santacruz-West, Mumbai 400054	Individual	No	No	Yes	87,550	1.82 %	0.99%	Nil	Nil
6.	Shivani Kalpesh Jain PAN: AQSPM5461D Resident at 603 Prem Aangan Behind Hotel Hyatt, Pipe Line Road Vakola Santacruz-East, Mumbai – 400055 Maharashtra, India	Individual	No	No	Yes	25,397	0.53%	0.29%	Nil	Nil
7.	Ashok Jain HUF PAN: AAAHA0847D Karta of the HUF: Mr. Ashok Jain	HUF	No	No	Yes	1,97,526	4.12 %	2.25%	Nil	Nil

Sr. No.	Details of the Selling Promoter	Nature of Entity	Chang es of	Gro up	Part of Promote	Details of Shares/Voting Rights held by the Selling Shareholders
	Shareholders	Address	names in the past		r/ Promote r Group			Pre-Share Purchase Agreement transaction		Post-Share Purchase transaction
					of Target company	No of Equity Shares	% of Pre Preferen tial Issue Paid-Up Share Capital	% of Equity and the Expande d Voting Sharehol ding	No of Equi ty Shar es	% of equity shareholding
	Resident at 603 Prem Aangan Behind Hotel Hyatt, Pipe Line Road Vakola Santacruz-East, Mumbai – 400055 Maharashtra, India
8.	Harsha Jawaharlal Jain PAN: AGBPJ2435P Resident at Circle, Udaipur – 501-502 Shiv Shakti CHS, Near Madhur society, Chincholi Bunder Road, Malad-West, Mumbai 400064, India	Individual	No	No	Yes	400	0.01%	0.00%	Nil	Nil
9.	Rajul Jawahar Jain PAN: ADYPJ1724D Resident at Dheeraj Basera Chincholi Bunder Road, Malad-West, Mumbai 400064,India	Individual	No	No	Yes	300	0.01%	0.00%	Nil	Nil
10.	Kalpesh Ashok Jain PAN: AFJPJ7698M 603 Prem Aangan Behind Hotel Hyatt, Pipe Line Road	Individual	No	No	Yes	79,706	1.66%	0.91%	Nil	Nil

Sr. No.	Details of the Selling Promoter	Nature of Entity	Chang es of	Gro up	Part of Promote	Details of Shares/Voting Rights held by the Selling Shareholders
	Shareholders	Address	names in the		r/ Promote			Pre-Share Purchase Agreement		Post-Share Purchase transaction
			past		r Group of Target company	No of Equity	% of	transaction % of	No	% of equity
						Shares	Pre Preferen tial Issue	Equity and the Expande	of Equi ty	shareholding
							Paid-Up Share Capital	d Voting Sharehol ding	Shar es
	Vakola Santacruz-East,
	Mumbai –
	400055
	Maharashtra, India
	Vaibhav Manoj
	Jain PAN:
	ANCPJ0739N
	Resident at
	B1/305, Malad
11.	Shopping Centre, Sai	Individual	No	No	Yes	6,850	0.14 %	0.08%	Nil	Nil
	Mangal. Chs
	Ltdismail,
	Malad West,
	Mumbai, Maharashtra,
	400064, India
	M/s Pusa
	Investments Private Limited
	PAN:
	AAACP2109A
	CIN:
	U67120MH198 3PTC029248
	Registered
12.	office address:	Private Limited	No	No	Yes	96,251	2.01%	1.09%	Nil	Nil
	603, Prem Aangan Pipe	Company
	Line Road
	Behind Hotel
	Hyatt Vakola
	Santacruz-East,
	Mumbai – 400055,
	Maharashtra,
	India
Total	11,51,994	24.00%	13.09 %	Nil	Total	11,51,994	24.00 %	13.09 %	Nil	Nil

3.1.7. Expect for the proposed acquisition of 11,51,994 (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 of the Target Company, by the Acquirer pursuant to execution of the Share Purchase Agreement, the Acquirer are not holding any Equity Shares of the Target Company.
3.1.8. This Offer is not as a result of global acquisition resulting in indirect acquisition of the Target Company.
3.1.9. The salient features of the Share Purchase Agreement are as follows:
a. The Selling Promoter Shareholders are holding 11,51,994 (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 of the Target Company.
b. The Selling Promoter Shareholders have agreed to sell, and the Acquirer have agreed to acquire 11,51,994 (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 of the Target Company, at a negotiated price of ₹6.50/- (Six Rupees and Fifty Paise Only) per Sale Share, aggregating to an amount of ₹74,89,261.00/- (Rupees Seventy-Four Lakhs Eighty-Nine Thousand Two Hundred and Sixty-One Only), payable by the Acquirer to the Selling Promoter Shareholders in accordance with terms and conditions stipulated of the Share Purchase Agreement ('Purchase Price').
c. The Acquirer has agreed to pay an amount of ₹30,00,000.00/- (Rupees Thirty Lakhs Only) at the time of Execution of the Share Purchase Agreement.
d. The Sale Shares are free from all charges, encumbrances, pledges, lien, attachments, litigations and are not subjects to any lock in period.
e. After completion of this Offer, the Selling Promoter Shareholders will not hold any Equity Shares and Voting Share Capital in the Target Company, and hence will no longer be the shareholder of the Target Company in any capacity.
f. The Selling Promoter Shareholders shall sell, convey, and deliver to the Acquirer the Sale Shares, and the Acquirer shall purchase, acquire, and accept the said Sale Shares from the Selling Promoter Shareholders.
g. The Acquirer and the Selling Promoter Shareholders have agreed to abide by their obligations as contained in the SEBI (SAST) Regulations.
h. Non-compliance with any provisions of the SEBI (SAST) Regulations will lead to termination of the Share Purchase Agreement, effecting such sale from being acted upon by the Selling Promoter Shareholders or the Acquirer.
3.1.10. As per the provisions of Regulations 26 (6) and 26 (7) of the SEBI (SAST) Regulations, the Board of Directors of the Target Company is required to constitute a committee of independent directors who would provide written reasoned recommendation on this Offer to the Public Shareholders of the Target Company and such recommendations shall be published at least 2 (Two) Working Days before the commencement of the Tendering Period in the same newspaper where the Detailed Public Statement was published.

3.2. Details of the proposed Offer

3.2.1. The Public Announcement was issued on Wednesday, July 05, 2023, by the Manager to the Offer, for and on behalf of the Acquirer. A copy of the said Public Announcement was filed with BSE and sent to the Target Company at its registered office and to SEBI on Wednesday, July 05, 2023.
3.2.2. The Detailed Public Statement dated Monday, July 10, 2023, which were subsequently published in the following newspapers on Tuesday, July 11, 2023, in accordance with the provisions of Regulation 14 (3) of the SEBI (SAST) Regulations:

Publication	Language	Edition
Financial Express	English daily	All Editions

Jansatta	Hindi Daily	All Editions
Mumbai Lakshadeep	Marathi daily	Mumbai Edition

3.2.3. The Detailed Public Statement along with other Offer Documents is/ shall also available and accessible on the website of SEBI at www.sebi.gov.in, website of BSE at www.bseindia.com; and the website of Manager to the offer at www.swarajshares.com.
3.2.4. The Acquirer has proposed to acquire from the Public Shareholders 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 a Offer Price of ₹7.00/- (Rupees Seven Only) per Equity Share, aggregating to an amount of ₹1,60,16,000.00/- (Rupees One Crore Sixty Lakhs and Sixteen Thousand Only) payable in cash, in accordance with the provisions of Regulation 9 (1) (a) of the SEBI (SAST) Regulations, and subject to the terms and conditions set out in the Offer Documents.
3.2.5. The Target Company doesn't have any partly paid-up Equity Shares, and there are no outstanding warrants, or options or similar instrument, which are convertible into Equity Shares at a later stage. Further as on date of this Draft Letter of Offer, no Equity Shares are subject to any lock-in obligations.
3.2.6. The Acquirer will accept all the Equity Shares of the Target Company, that are tendered in valid form in terms of this Offer up to a maximum of 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand) Equity Shares, representing 26.00% (Twenty-Six Percent) of the Voting Share Capital.
3.2.7. The Acquirer has not acquired any Equity Shares during period of 52 (Fifty-Two) weeks prior to the date of the Public Announcement. Further, the Acquirer has not purchased any Equity Shares from the date of the Public Announcement to the date of this Draft Letter of Offer.
3.2.8. The Acquirer has deposited an amount of ₹41,00,000.00/- (Rupees Forty-One Lakhs Only) i.e., more than 25.00% of the total consideration payable in the Offer, assuming full acceptance in the Escrow Account pursuance of this Offer, in compliance with the provisions of Regulation 22 (2) of the SEBI (SAST) Regulations.
3.2.9. No competing offer has been received as on date of this Draft Letter of Offer.
3.2.10. There is no differential pricing in this Offer.
3.2.11. This Offer is not conditional upon any minimum level of acceptance in terms of the Regulation 19 (1) of SEBI (SAST) Regulations.
3.2.12. This Offer is not a competing offer in terms of the Regulation 20 of SEBI (SAST) Regulations.
3.2.13. This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of Equity Shares.
3.2.14. The Equity Shares will be acquired by the Acquirer free from all liens, charges, and encumbrances together with all rights attached thereto, including the right to all dividends, bonus, and rights offer declared hereafter.
3.2.15. Pursuant to Regulation 12 of the SEBI (SAST) Regulations, the Acquirer have appointed Swaraj Shares and Securities Private Limited as the Manager to the Offer.
3.2.16. As on the date of this Draft Letter of Offer, the Manager to the Offer does not hold any Equity Shares in the Target Company and is not related to the Acquirer and the Target Company in any manner whatsoever. The Manager to the Offer declares and undertakes that, they shall not deal on its own account in the Equity Shares during the Offer Period. Further, the Manager to the Offer confirms that, as on date of this Draft Letter of Offer, there are no directions subsisting or proceedings pending against them under the SEBI Act and the regulations made thereunder, and no other statutory approval is pending.
3.2.17. As per Regulation 38 of the SEBI (LODR) Regulations, read with Rule 19A of the SCRR, the Target Company is required to maintain at least 25% (Twenty-Five Percent) of the public shareholding, on continuous basis for listing. Pursuant to completion of this Offer, assuming full acceptance, the public shareholding in the Target Company may fall below the minimum public shareholding requirement as per SCRR and the SEBI (LODR) Regulations. In case, if the public shareholding falls below the minimum required level, the Acquirer undertake to take necessary steps to facilitate compliance by the Target Company with the relevant provisions of the SEBI (LODR) Regulations, within the time period

mentioned therein or in accordance with such other directions as may be provided by the BSE, in accordance with the provisions of Regulation 7(4) of the SEBI (SAST) Regulations and SCRR.

3.2.18. Upon completion of this Offer, assuming full acceptances, the Acquirer will hold 74,39,994 (Seventy-Four Lakhs Thirty-Nine Thousand Nine Hundred and Ninety-Four) Equity Shares representing 84.55% (Eighty-Four-point Five Five Percent) of the Voting Share capital of the Target Company.
3.2.19. If the Acquirer acquires Equity Shares of the Target Company during the period of 26 (twenty-six) weeks after the Tendering Period at a price higher than the Offer Price, then the Acquirer shall pay the difference between the highest acquisition price and the Offer Price, to all Public Shareholders whose Offer Shares have been accepted in the Offer within 60 (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 SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, including subsequent amendments thereto, 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.
3.2.20. The payment of consideration shall be made to all the Public Shareholders, who have tendered their Equity Shares in acceptance of the Offer within 10 (Ten) Working Days of the expiry of the Tendering Period. Credit for consideration will be paid to the Public Shareholders who have validly tendered Equity Shares in the Offer by crossed account payee cheques/pay order/demand drafts/electronic transfer. It is desirable that Public Shareholders provide bank details in the Form of Acceptance cum Acknowledgement, so that the same can be incorporated in the cheques/demand draft/pay order.

3.3. Object of the Open Offer

3.3.1. The prime object of this Open Offer is to acquire substantial acquisition of Equity Shares and voting rights accompanied with the change in control and management of the Target Company.
3.3.2. The Acquirer has proposed to continue the business as specified under the object clause of Memorandum of Association 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.
3.3.3. The Acquirer states that, they do not have any plan to dispose-off or otherwise encumber any significant assets of the Target Company in the succeeding 2 (Two) years from the date of closure of this Offer, except: (a) in the ordinary course of business of the Target Company; and (b) on account of the regulatory approvals or conditions or compliance with any law that is binding on or applicable to 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 Acquirer undertake that, they shall do so only upon the receipt of the prior approval of the shareholders of the Target Company through a special resolution in terms of Regulation 25 (2) of the SEBI (SAST) Regulations, and subject to the such other provisions of applicable law as may be required.
3.3.4. The Acquirer hasreserved the right to streamline or restructure, pledge, or encumber their holding in the Target Company and/ or the operations, assets, liabilities and/ or the businesses of the Target Company through arrangements, reconstructions, restructurings, mergers, demergers, sale of assets, or undertakings and/ or re-negotiation or termination of the existing contractual or operating arrangements, at a later date in accordance with the relevant applicable laws. Such decisions will be taken in accordance with the procedures set out under the relevant applicable laws, pursuant to business requirements, and in line with opportunities or changes in economic circumstances, from time to time.
3.3.5. Post-completion of acquisition of Offer Shares as contemplated under this Offer and pursuant to the transfer of Sale Shares as contemplated under the Share Purchase Agreement, the Acquirer shall hold majority of the Equity Shares of the Target Company by virtue of which they will be in a position to exercise effective management and control over the Target Company.
3.3.6. Pursuant to this Offer and the transactions contemplated in the Share Purchase Agreement, the Acquirer shall become the Promoters of the Target Company and, the Promoter Seller will cease to be the promoters of the Target Company in accordance with the provisions of Regulation 31A (10) of the SEBI (LODR) Regulations.

4. BACKGROUND OF THE ACQUIRER

Rajani Nanavath

4.1.1. Ms. Rajani Nanavath, D/o Mr. Koteru Seshireddy, aged 35 years, Indian Resident, bearing PAN 'CEUPK7679K' under the Income Tax Act, 1961, resident at, Nanavath Bhupal, 3-167 Savabanda Thanda, Polkampally, Doulathabad Mandal, Telangana - 509336, India with contact number being '+91-9550030214', E-mail address being '[email protected]' and DIN bearing '07889037'.
4.1.2. Acquirer has completed Master of Business Administration, Finance JNTU, from Hyderabad having more than 9(Nine) years of experience in the field of Agriculture, Technical Advisor. The Acquirer is a director of Kisaan Parivar Limited and Kisaan Parivar Green Energy Private Limited.
4.1.3. The Net Worth of Acquirer as on Wednesday, July 05, 2023, is ₹595.72 Lacs/- (Rupees Five Hundred and Ninety-Five Lakhs and Seventy-Two Thousand Only) certified by CA G Murali Reddy, bearing Membership Number '234971', of M/s. MG S Reddy & Co, Chartered Accountants bearing firm registration number '002910C' having their office located at Flat No: 507, 5th Floor, Everest Block C,, Aditya Enclave, Ameerpet,Hyderabad - 500038. T.S, India, with contact details being '+91- 8885928406,' and Email Address being '[email protected]' vide certificate dated Wednesday, July 05, 2023, has certified that sufficient resources are available with the Acquirer for fulfilling his Offer obligations in full.

4.2. Acquirer' Confirmation and Undertaking

As on date of this Draft Letter of Offer, the Acquirer have, individually confirmed, and declared that:

4.2.1. She does not hold any Equity Shares in the Target Company, except in pursuant to the execution of the Share Purchase Agreement and Share Subscription Agreement, the Acquirer proposes to acquire Sale Shares, subsequently, pursuant to consummation of the SPA transaction, the Acquirer shall be classified and will become the Promoters of the Target Company, subject to the compliance of the SEBI (LODR) Regulations.
4.2.2. She does not belong to any group.
4.2.3. Except for the execution of the Agreements, she is not directly or indirectly, related in any manner to the promoters, directors, or key employees of the Target Company.
4.2.4. She does not form part of the present promoter and promoter group of the Target Company.
4.2.5. She has not been prohibited by SEBI from dealing in securities, in terms of the provisions of Section 11B of the SEBI Act, or under any other Regulation made under the SEBI Act.
4.2.6. She has not been categorized nor are appearing in the 'Willful Defaulter or Fraudulent Borrower' list issued by any bank, financial institution, or consortium thereof in accordance with the guidelines on willful defaulters or fraudulent borrowers issued by Reserve Bank of India.
4.2.7. She is not declared as 'Fugitive Economic Offenders' under Section 12 of the Fugitive Economic Offenders Act, 2018.
4.2.8. There is/are no persons acting in concert in relation to this Offer within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations.
4.2.9. They will not sell the Equity Shares of the Target Company, held, and acquired, if any, during the Offer period in terms of Regulation 25(4) of the SEBI (SAST) Regulations.
4.2.10. She has not acquired any Equity Shares from the date of Public Announcement till the date of this Draft Letter of Offer.

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. The Target Company was incorporated on March 07, 1986, under the provisions of Companies Act, 1956, bearing Corporate Identification Number 'L65990MH1986PLC039163' and there has been no change in the name of the Target Company since incorporation. The registered office of the Target Company is situated at A-1 Emperor Court, Ground Floor, Yashwant Nagar, Vakola, Mumbai, Maharashtra, 400055 India, and the contact details of the Target Company, namely being, Email Address is '[email protected], contact number is 022-79664656 and website is www.richirichinventures.com'.
5.2. The Equity Shares of the Target Company bearing International Securities Identification Number 'INE102C01020' are presently listed on the BSE bearing Scrip ID 'RICHIRICH' and Scrip Code '519230'. The Target Company has already established connectivity with Central Depositories Services (India) Limited ('CDSL') and National Depositories Services (India) Limited ('NSDL').
5.3. The Equity Share Capital of the Target Company is as follows:

Sr. No.	Particulars of Pre Preferential Issue Paid Up Share Capital	Number of Equity Shares	Aggregate amount of Equity Shares	Voting Share Capital
1	99,96,000 Authorized Equity Share (Ninety-Nine Lakhs capital Ninety-Six Thousand)		₹4,99,80,000.00/- (Rupees Four Crores Ninety Nine Lakhs and Eighty Thousand Only)	100.00% (Hundred Percent)
2	Authorized Preference Share Capital - 11% Non Cumulative Redeemable 2,000 Preference Shares of (Two Thousand) ₹10.00/- (Rupees Ten Only)		₹20,000.00/- (Rupees Twenty Thousand Only)	100.00% (Hundred Percent)
	Total		₹5,00,00,000.00/- (Rupees Five Crores)	100.00% (Hundred Percent)
2	Issued, subscribed, and paid-up Equity Share capital	48,00,000 (Forty-Eight Lacs)	₹2,40,00,000.00/- * (Rupees Two Crores Forty Lakhs Only)	100.00% (Hundred Percent)

*There has been a discrepancy in the Issued, subscribed, and paid-up Equity Share capital of the company. As per the Data available on the MCA website the issued subscribed and paid-up share capital of the company shows Rs.24,00,000 (Twenty-Four lakhs) however as per the data available on the BSE website the issued subscribed and paid-up share capital of the company is Rs.2,40,00,000 (Two Crore Forty Lakhs).

Sr. No.	Particulars of Post Preferential Issue Paid Up Share Capital (subject to the shareholders' approval in the extra-ordinary general meeting scheduled to be held on Wednesday, August 02, 2023)	Number of Equity Shares	Aggregate amount of Equity Shares	Voting Share Capital
1	Authorized Equity Share	1,00,00,000	₹5,00,00,000.00/-	100.00%
	capital	(One Crore)	(Rupees Five Crores)	(Hundred Percent)
2	Authorized Preference Share Capital - 11% Non Cumulative Redeemable Preference Shares of ₹10.00/- (Rupees Ten Only)	2,000 (Two Thousand)	₹20,000.00/- (Rupees Twenty Thousand Only)	100.00% (Hundred Percent)

Sr. No.	Particulars of Post Preferential Issue Paid Up Share Capital (subject to the shareholders' approval in the extra-ordinary general meeting scheduled to be held on Wednesday, August 02, 2023)	Number of Equity Shares	Aggregate amount of Equity Shares	Voting Share Capital
	Total		₹5,00,00,000.00/- (Rupees Five Crores)	100.00% (Hundred Percent)
2	Issued, subscribed, and paid-up Equity Share capital	88,00,000 (Eighty Eight Lacs)	₹4,40,00,000.00/- (Rupees Four Crores Forty Lakhs Only)	100.00% (Hundred Percent)

5.4. There are no outstanding partly paid-up shares or any other convertible instruments to be converted into Equity Shares of the Target Company at a future date. Further, none of the Equity Shares are subject to any lock-in obligations.
5.5. The Equity Shares of the Target Company are frequently traded on BSE within the meaning of explanation provided in Regulation 2(j) of the SEBI (SAST) Regulations.
5.6. The Target Company is not registered with any regulatory or governmental authority in any capacity and hence is not required to obtain any No Objection Certificate from any regulatory or governmental authority for effecting change in control of the Target Company.
5.7. The Target Company has not been a party to any scheme of amalgamation, restructuring, merger / de-merger, buy-back and spin off during the last 3 (Three) years.
5.8. The present Board of Directors of the Target Company are as follows:

Sr. No.	Name	Date of Appointment	Director Identification Number	Designation
1.	Smt. Renu Jain	05/05/1988	00094290	Director
2.	Mr. Ashok Jain	07/03/1986	00094224	Non-Executive Director
3.	Mr. Sumit Saurabh	25/07/2015	07243150	Independent Director
4.	Mr. Vikram Singh Bhati	25/07/2015	07243145	Independent Director

5.9. Financial Information

The financial details of the Target Company as per audited Financial Statements for the last 3 (Three) Financial Years ended March 31, 2023, March 31, 2022, and March 31, 2021, are as follows:

			(Amount in Lakhs except Equity Share data)
	Audited Financial Statements for the Financial Year ending March 31
Particulars	2023	2022	2021
Income from Operations	-	-	-
Other Income	13.06	10.15	8.45
Total Income	13.06	10.15	8.45
Total Expenditure excluding Interest,
Depreciation and Tax	13.45	14.86	14.72
Profit/ (Loss) before Interest, Depreciation and
Tax	(0.39)	(4.71)	(6.27)

Profit and Loss Statement

	Audited Financial Statements for the Financial Year ending March 31
Particulars	2023	2022	2021
Depreciation & Amortization Expenses	0.06	0.65	0.70
Interest	-	-	-
Profit/ (Loss) before Tax	(0.46)	(5.36)	(6.97)
Add: Exceptional Items	-	-	-
Less: Current Tax	-	-	-
Deferred Tax	-	0.11	-
Taxes for earlier period	-	-	-
Profit/ (Loss) After tax	(0.46)	(5.25)	(6.97)

Balance Sheet

	Audited Financial Statements for the Financial Year ending March 31
Particulars	2023	2022	2021
(A) Sources of funds
Paid up share capital	240.00	240.00	240.00
Other Equity	(61.76)	(61.30)	(56.06)
Reserves & Surplus (revaluation reserves)	-	-	-
Less: Miscellaneous Expenditure not written off	-	-	-
Net Worth	178.24	178.70	183.94
Non-Financials Liabilities	-	-	-
Other Non-Current Liabilities	-	-	-
Deferred Tax Liabilities	-	-	0.11
Financials Liabilities	-	-	-
Current Liabilities	1.00	0.78	2.81
Provisions	-	-	-
Total (A)	179.24	179.48	186.86
(B) Uses of funds
Net Fixed Assets	0.08	0.15	3.60
Other intangibles	-	-	-
Long Term Loans and Advances	-	-	-
Investments	83.28	89.05	-
Financial Assets	27.92	14.74	-
Current Assets	66.71	75.68	182.52
Tax Assets (Net)	1.96	1.05	-
Deferred Tax Assets (Net)	-	-	0.74
Total (B)	179.24	179.48	186.86

	Audited Financial Statements for the Financial Year ending March 31
Particulars	2023	2022	2021
Total Revenue	13.06	10.16	8.45
Net Earnings or Profit/(Loss) after tax	(0.46)	(5.25)	6.97
Earnings per Share (EPS)	(0.01)	(0.11)	(0.15)
Net Worth	178.24	178.70	183.94

5.10. The pre-Offer and post-Offer shareholding of the Target Company (based on the issued, subscribed, and paidup Equity Share capital and Voting Share Capital), assuming full acceptance under this Offer is as specified below:

	Shareholding/voting rights prior to the SPA/ acquisition and Offer			Shares/voting rights agreed to be acquired which triggered off the SEBI (SAST) Regulations			Shares/voting rights to be acquired in Open Offer (assuming full acceptances)		Equity Shares to be acquired through Share Subscription Agreement		Shareholding /voting rights after Acquisition and Offer (A+B+C+D)
	(A)			(B)			(C)		(D)		(E)
Shareholders ' Category	No. of Equity	% of Equity Shareh olding	% of Equity and the Expan ded Voting Shareh olding	No. of Equity Shares	% of Equity Sharehol ding	% of Equity and the Expande d Voting Sharehol ding	No. of Equity Shares	% of Equity Shareh olding	No. of Equity Shares	% of Equity Shareh olding	No. of Equity Shares	% of Equity Sharehol ding
	Shares
1.	Promoter Group
				(a) Party to the Share Purchase Agreement
Ms. Renu Ashok Jain	3,49,317	7.28%	3.97%	-3,49,317	-7.28%	-3.97%	-	-	-	-	-	-
Mr. Ashokkumar Annraj Jain	2,43,229	5.07%	2.76%	-2,43,229	-5.07%	-2.76%	-	-	-	-	-	-
Mr. Manoj Jain	35,511	0.74 %	0.40%	-35,511	-0.74 %	-0.40%	-	-	-	-	-	-
M/s Kalpesh Jain HUF	29,957	0.62 %	0.34%	-29,957	-0.62 %	-0.34%	-	-	-	-	-	-
Ms. Krutika Mehta	87,550	1.82 %	0.99%	-87,550	-1.82 %	-0.99%	-	-	-	-	-	-
Ms. Shivani Kalpesh Jain	25,397	0.53%	0.29%	-25,397	-0.53%	-0.29%	-	-	-	-	-	-
M/s Ashok Jain HUF	1,97,526	4.12 %	2.25%	-1,97,526	-4.12 %	-2.25%	-	-	-	-	-	-
Ms. Harsha Jawaharlal Jain	400	0.01%	0.00%	-400	-0.01%	-0.00%	-	-	-	-	-	-
Mr. Rajul Jawahar Jain	300	0.01%	0.00%	-300	-0.01%	-0.00%	-	-	-	-	-	-
Mr. Kalpesh Ashok Jain	79,706	1.66%	0.91%	-79,706	-1.66%	-0.91%	-	-	-	-	-	-
Mr. Vaibhav Manoj Jain M/s Pusa	6,850	0.14 %	0.08%	-6,850	-0.14 %	-0.08%	-	-	-	-	-	-
Investments Private Limited	96,251	2.01%	1.09%	-96,251	-2.01%	-1.09%	-	-	-	-	-	-
Total	11,51,994	24.00%	13.09%	-11,51,994	24.00%)	13.09%	-	-	-	-	-	-
				(b) Promoters other than (a) above					-	-
None Total	- -	- -		- -	- -		- -	- -	-	-	- -	- -
Total 1 (a+b)	11,51,994	24.00%	13.09%	(11,51,9940)	(24.00%	(13.09%)	-	-	-	-	-	-
			2.	Acquirer
Ms. Rajani Nanavath	-	-		11,51,994	24.00%	13.09%	22,88,000	26.00%	40,00,000	45.46%	74,39,994	84.55%
Total 2	-	-		11,51,994	24.00%	13.09%	22,88,000	26.00%	40,00,000	45.46%	74,39,994	84.55%
			3.	Parties to Share Purchase Agreement other than 1(a) & 2
None	-	-		-	-		-	-			-	-
a. FIs/ MFs/			4.	Public (other than Parties to Agreement and Acquirer) #
FIIs/ Banks/ SFIs (Indicate names)	-	-		-	-		-	-			-	-
b. Others	3648006	76.00%	-	(2288000)	(26.00%)	-	-	-	-		1360006	15.45
Total (4) (a+b+c+d)				-	-						-	-

11,51,994 24.00% 13.09% 26.00% 40,00,000 45.46% 3+ 4) 22,88,000	GRAND TOTAL (1+ 2+	1360006	15.45%								88,00,000
--------------------------------------------------------------------------------------	-----------------------	---------	--------	--	--	--	--	--	--	--	-----------

Notes:

i. There are 4824 (Four Thousand Eight Hundred Twenty-Four) Public Shareholders as per the shareholding pattern with BSE filed for the quarter ending March 31, 2023.
ii. As on date of this Draft Letter of Offer, none of the Equity Shares are subject to lock-in.
5.11. The Target Company, its existing Selling Promoter, and its partners and/or designated partners are not declared as "Fugitive Economic Offenders" under Section 12 of the Fugitive Economic Offenders Act, 2018 nor have they been categorized nor are appearing in the "Willful Defaulter or Fraudulent Borrower" list issued by any bank, financial institution, or consortium thereof in accordance with the guidelines on willful defaulters or fraudulent borrowers issued by SEBI.
5.12. Except as stated below, the Target Company has complied with all the requirements of the SEBI (LODR) Regulations, as on date, and no penal/ punitive actions have been taken by BSE in the preceding 8 (Eight) Financial Years:

Competent Authority	Regulatory Charges	Regulatory actions/ Date of Order	Further Developments
BSE Limited	Did Not Submit Reconciliation of Share capital For the Quarter ended 31-Dec 2022	Put up on website for public notice/ 31st December,2022
BSE Limited	Did Not Appoint Share transfer Agent for the quarter Ended 30-Sep-2020	Imposed Fine Rs.1,08,560/ 30th November,2020	Not Appearing in The List of The Quarter Ended 31- December-2020
BSE Limited	Did Not Submit Shareholding Pattern under Provisions Of clause 35 For the Quarter ended 31-December-2010	Put Up on BSE Website for Public notice/ 31st December,2010	Not Appearing in The List for The Quarter Ended 31-March 2011

*Source Watch out Investor Further, no penalties have been levied by SEBI/ RBI or any other regulatory body against the Target Company, and its Promoters.

5.13. The Promoters have delayed in the compliance with the provisions of the SEBI (SAST) Regulation's disclosures, the details of which are specified as hereunder:

Sr. No.	Regulation/ Sub Regulation	Due Date for Compliance as mentioned in the regulation	Actual date of Compliance with BSE Limited	Delay, if any (in no. of days) [Col. 4- Col. 3]	Status of Compliance with Takeover Regulations	Remarks
1.	Reg 30(1) &	12/04/2016*	No records	No records Found	No records Found	As per BSE,no
	30(2)		Found			records Found
2.	Reg 30(1) &		24/04/2018	14 days	Delay in	Delay in
	30(2)	10/04/2018			compliance	compliance
3.	Reg 30(1) &		18/04/2021	6 days	Delay in	Delay in
	30(2)	12/04/2021			compliance	compliance
4.	Reg 31(4)	01/06/2020	15/07/2020	45 days	Delay in	Delay in
					compliance	compliance
5.	Reg 31(4)	12/04/2021	18/04/2021	6 days	Delay in compliance	Delay in compliance

*As on date, no penalties had been or have been levied by SEBI against the Target Company, and its Promoters. However, SEBI may initiate appropriate action against the Promoter Sellers for the aforesaid violation in terms of the SEBI (SAST) Regulations and provisions of the SEBI Act.

5.14. There are no directions subsisting or proceedings pending against the Target Company and its promoters under the SEBI Act and the regulations made thereunder or by any other regulator. Further, no statutory approvals are pending as on date.
5.15. There has been no trading in Equity Shares of the Target Company from the date of the Public Announcement till the publication date of the Detailed Public Statement

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1. Justification of the Offer Price

6.1.1. The Equity Shares of the Target Company bearing International Securities Identification Number 'INE102C01020' are presently listed on the BSE bearing Scrip ID 'RICHIRICH' and Scrip Code '519230'.
6.1.2. The trading turnover in the Equity Shares of the Target Company on BSE based on trading volume during the 12 (twelve) calendar months prior to the month of Public Announcement (July 01, 2022, to June 31, 2023) have been obtained from www.bseindia.com, as given below:

Stock Exchange	Total No. of Equity Shares traded during the 12 (twelve) calendar months prior to the month of the Public Announcement (A)	Total No. of listed equity shares of the Target Company (B)	Total Traded Turnover (as % of total Equity Shares listed) (A/B)
BSE	5,79,980 (Five Lakhs Seventy-Nine Thousand Nine Hundred and Eighty)	48,00,000 (Forty-Eight Lacs)	12.08%

(Source: www.bseindia.com)

Based on the information provided above, the Equity Shares of the Target Company are frequently traded on the BSE within the meaning of explanation provided in regulation 2(1)(j) of the SEBI (SAST) Regulations.

6.1.3. 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)
	Negotiated Price under the Share Purchase Agreement attracting the obligations to make	₹6.50/- (Six
1.	a Public Announcement for the Offer	Rupees and Fifty
		Paise Only)
2.	The volume-weighted average price paid or payable for acquisition(s) by the Acquirer,	Not Applicable
	during the 52 (fifty-two) weeks immediately preceding the date of Public Announcement
3.	The highest price paid or payable for any acquisition by the Acquirer, during the 26	Not Applicable
	(twenty-six) weeks immediately preceding the date of Public Announcement
	The volume-weighted average market price of Equity Shares for a period of 60 (sixty)	₹6.00/- (Rupees
4.	trading days immediately preceding the date of Public Announcement as traded on BSE	Six Only)
	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
	Where the Equity Shares are not frequently traded, the price determined by the Acquirer	Not Applicable,
	and the Manager considering valuation parameters per Equity Share including, book	since Equity
5.	value, comparable trading multiples, and such other parameters as are customary for	Shares are
	valuation of Equity Shares	frequently
		traded

In view of the parameters considered and presented in the table above, in the opinion of the Acquirer and Manger to the Offer the Offer Price of ₹7.00/- (Rupees Seven Only) per Equity Share being the highest of the prices mentioned above is justified in terms of Regulation 8 (2) of the SEBI (SAST) Regulations and is payable in cash.

6.1.4. As on date of this Draft Letter of Offer, there is no revision in Offer Price or Offer Size. In case of any revision in the Offer Price or Offer Size, the Acquirer would comply with Regulation 18 and all other applicable provisions of SEBI (SAST) Regulations.

6.1.5. There have been no corporate actions by the Target Company warranting adjustment of any of the relevant price parameters under Regulation 8 (9) of the SEBI (SAST) Regulations. The Offer Price may be adjusted in the event of any corporate actions like bonus, rights issue, stock split, consolidation, dividend, demergers, reduction, etc. where the record date for effecting such corporate actions falls between the date of this Draft Letter of Offer up to 3 (three) Working Days prior to the commencement of the Tendering Period of the Offer, in accordance with Regulation 8 (9) of the SEBI (SAST) Regulations.
6.1.6. In the event of any acquisition of Equity Shares by the Acquirer during the Offer Period, at a price higher than the Offer Price, then the 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, the Acquirer shall not acquire any Equity Shares after the 3rd (third) Working Day prior to the commencement and until the expiry of the Tendering Period of this Offer.
6.1.7. As on the date of this Draft Letter of Offer, there is no revision in the Offer Price or Offer Size. An upward revision to the Offer Price or to the Offer Size, if any, on account of competing offers or otherwise, may also be done at any time prior to the commencement of 1 (one) Working Day before the commencement of the Tendering Period in accordance with the provisions of Regulation 18 (4) of the SEBI (SAST) Regulations. Such revision would be done in compliance with other formalities prescribed under the SEBI (SAST) Regulations. In the event of such revision, the Acquirer shall: (i) make corresponding increase to the escrow amount (ii) make an announcement in the same newspapers in which this this Detailed Public Statement has been published; and (iii) simultaneously notify the BSE, the SEBI, and the Target Company at its registered office of such revision.
6.1.8. If the Acquirer acquire Equity Shares during the period of 26 (twenty-six) weeks after the Tendering Period at a price higher than the Offer Price, the Acquirer will pay the difference between the highest acquisition price and the Offer Price, to all the Public Shareholders whose Equity Shares have been accepted in the Open Offer within 60 (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 SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of Equity Shares of the Target Company in any form.

6.2. Financial Arrangements

6.2.1. In terms of Regulation 25(1) of the SEBI (SAST) Regulations, the Acquirer has adequate financial resources and have made firm financial arrangements for the implementation of the Offer in full out of their own sources/ Net-worth and no borrowings from any Bank and/ or Financial Institutions are envisaged, the details of which are specified as under:
6.2.2. Chartered Accountant G Murali Reddy bearing membership number '234971', partner at M G S REDDY & CO(Chartered Accountants) bearing firm registration number '020794S' having their office located at Flat No: 507, 5th Floor, Everest Block C, Aditya Enclave, Ameerpet, Hyderabad - 500038, with contact details being +91-8885928406', Email Address being '[email protected], on Wednesday, July 05, 2023, certified that sufficient resources are available with the Acquirer for fulfilling their Offer obligations in full.
6.2.3. The maximum consideration payable by the Acquirer to acquire up to 22,88,000 (Twenty-Two Lakhs Eighty-Eight Thousand), representing 26.00% (Twenty-Six Percent) of the Expanded Voting Share Capital of the Target Company at the Offer Price of ₹7.00/- (Rupees Seven Only) per Offer Share, assuming full acceptance of the Offer aggregating to ₹1,60,16,000.00/- (Rupees One Crore Sixty Lakhs and Sixteen Thousand Only). In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer has opened an Escrow Account under the name and style of 'Richirich – OPEN OFFER ESCROW ACCOUNT' with Axis Bank Limited and has deposited an amount of ₹41,00,000.00/- (Rupees Forty-One Lakhs Only) i.e., more than 25.00% of the total consideration payable in the Offer, assuming full acceptance.
6.2.4. The Manager is authorized to operate the Escrow Account to the exclusion of all others and been duly empowered to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations.
6.2.5. Based on the aforesaid financial arrangements and on the confirmations received from the Escrow Banker and the Chartered Accountant, the Manager to offer is satisfied about the ability of the Acquirer to fulfill its obligation in respect of this Offer in accordance with the SEBI (SAST) Regulations.

6.2.6. In case of upward revision of the Offer Price and/ or the Offer Size, the Acquirer would deposit additional appropriate amount into an Escrow Account to ensure compliance with Regulation 18 (5) of the SEBI (SAST) Regulations, prior to effecting such revision.

7. TERMS AND CONDITIONS OF THE OFFER

7.1. The Letter of Offer will be mailed to all those Public Shareholders of the Target Company whose names appear on the Register of Members and to the beneficial owners of the Equity Shares of the Target Company whose names appear on the beneficial records of the Depository Participant, at the close of business hours on Thursday, August 10, 2023.
7.2. Accidental omission to dispatch the Letter of Offer or the non-receipt or delayed receipt of the Letter of Offer will not invalidate this Offer in anyway.
7.3. In terms of the provisions of Regulation 18 (9) of the SEBI (SAST) Regulations, the Public Shareholders who tender their Equity Shares in this Offer shall not be entitled to withdraw such acceptance.

7.4. Locked-in Shares

None of the Equity Shares of the Target Company are subject to lock-in.

7.5. Eligibility for accepting the Offer

7.5.1. The Letter of Offer shall be mailed to all the Public Shareholders and/or beneficial owners holding Equity Shares in dematerialized form whose names appear in register of Target Company as on Thursday, August 10, 2023, the Identified Date.
7.5.2. This Offer is also open to persons who own Equity Shares but are not registered Public Shareholders as on the Identified Date.
7.5.3. All Public Shareholders and/or beneficial owners who own Equity Shares of the Target Company any time before the closure of this Offer are eligible to participate in this Offer.
7.5.4. The Acquirer have appointed Venture Capital and Corporate Investments Private Limited, as the Registrar, having office at Door No. 4-50/P-II/57/4 & 5th Floors, Plot No. 57, Jayabheri Enclave, Phase II, Gachibowli, Seri Lingampally Telangana 500032 India, bearing contact details such as contact number +91-40 23818475/23818476', Email Address '[email protected] ' and website 'www.vccipl.com', as the Registrar to the Offer, with the contact person being Mr. P V Srinivasa Rao, the contact person can be contacted from 10:00 a.m. (Indian Standard Time) to 5:00 p.m. (Indian Standard Time) on working days (except Saturdays, Sundays, and all public holidays), during the Tendering Period.
7.5.5. The Offer Documents will also be available and accessible on the website of SEBI at www.sebi.gov.in., BSE at www.bseindia.com and Manager to the offer at www.swarajshares.com. In case of non-receipt of the Letter of Offer, all Public Shareholders including unregistered Public Shareholders, if they so desire, may download the Letter of Offer, the Form of Acceptance from the website of SEBI for applying in this Offer.
7.5.6. Unregistered Public Shareholders, those who hold in street name and those who apply in plain paper will not be required to provide any indemnity. They may follow the same procedure mentioned above for registered Public Shareholders.
7.5.7. The acceptance of this Offer by the Public Shareholders of Target Company must be absolute and unqualified. Any acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever.
7.5.8. The acceptance of this Offer is entirely at the discretion of the Public Shareholder(s)/beneficial owner(s) of Target Company.
7.5.9. The Acquirer, Manager to the Offer, or the Registrar accept no responsibility for any loss of Equity Share certificates, Offer Acceptance Forms, and Share Transfer Deed, etc., during transit and the Public Shareholders of Target Company are advised to adequately safeguard their interest in this regard.
7.5.10. The acceptance of Equity Shares tendered in this Offer will be made by the Acquirer in consultation with the Manager to the Offer.
7.5.11. The instructions, authorizations and provisions contained in the Form of Acceptance constitute part of the terms of this Offer.

7.6. Statutory Approvals and conditions of the Offer

7.6.1. To the best of the knowledge and belief of the Acquirer, as on the date of this Draft Letter of Offer, there are no statutory or other approvals required for implementing the Offer. If any statutory approvals are required or become applicable prior to completion of the Offer, the Offer would be subject to the receipt of such statutory approvals.
7.6.2. If the holders of the Equity Shares who are not persons resident in India (including NRIs, OCBs, and FIIs) required and received any approvals (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 approvals, that they would have obtained for holding the Equity Shares, to tender their Equity Shares held by them in this Offer, along with other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirer reserve the right to reject such Equity Shares tendered in this Offer.
7.6.3. The Acquirer in terms of Regulation 23 of SEBI (SAST) Regulations, will have a right not to proceed with this Offer in the event the statutory approvals indicated above are refused. In the event of withdrawal, a public announcement will be made within 2 (two) Working Days of such withdrawal, in the same newspapers in which the Detailed Public Statement had appeared.
7.6.4. 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 willful default or neglect of the Acquirer, or failure of the Acquirer to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to the Public Shareholders as directed by SEBI, in terms of the provisions of Regulation 18 (11) of SEBI (SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, the provisions of 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. Further, where any statutory approval extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Offer.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

8.1. This Offer will be implemented by the Acquirer, through stock exchange mechanism as provided under the SEBI (SAST) Regulations and the SEBI circulars bearing reference number 'CIR/CFD/POLICY/CELL/1/2015 dated April 13, 2015', 'CFD/DCR2/CIR/P/2016/131 dated December 09, 2016' and 'SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021' and on such terms and conditions as may be permitted by law from time to time.
8.2. BSE shall be the designated stock exchange for the purpose of tendering Equity Shares in this Offer.
8.3. The facility for acquisition of Equity Shares through stock exchange mechanism pursuant to this Offer shall be available on the BSE, in the form of a separate window ('Acquisition Window').
8.4. For implementation of this Offer, the Acquirer have appointed Rikhav Securities Limited ('Buying Broker') through whom the purchases and settlements on account of this Offer would be made by the Acquirer. The contact details of the Buying Broker are as follows:

Name	Nikunj Stock Brokers Limited
Address	A-92, Ground Floor, Left Portion, Kamla Nagar, New Delhi-110007
Contact Number	+91-011-47030017 -18
E-mail Address	[email protected]
Contact Person	Mr. Pramod Kumar Sultania

8.5. All the Public Shareholders who desire to tender their Equity Shares under this Offer would have to approach their respective stockbrokers ('Selling Broker'), during the normal trading hours of the secondary market during the Tendering Period.
8.6. The Acquisition Window provided by the BSE shall facilitate placing of sell orders. The Selling Brokers can enter orders for dematerialized Equity Shares only.
8.7. The cumulative quantity tendered shall be displayed on the BSE's website throughout the trading session at specific intervals by the BSE during Tendering Period.
8.8. Equity Shareholders can tender their Equity Shares only through a broker with whom the shareholder is registered as client (KYC Compliant).

8.9. Procedure for Equity Shares held in physical form

8.9.1. In accordance with the Frequently Asked Questions issued by SEBI, 'FAQs Tendering of physical shares in buyback offer/ open offer/ exit offer/ delisting dated February 20, 2020' and SEBI circular bearing reference number 'SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020', shareholders holding securities in physical form are allowed to tender shares in the open offer through Tender Offer route. However, such tendering shall be as per the provisions of respective regulations.
8.9.2. Public Shareholders who are holding physical Equity Shares and intend to participate in this Offer shall approach Selling Broker. The Selling Broker should place bids on the BSE's platform with relevant details as mentioned on physical share certificate(s). The Selling Broker(s) shall print the TRS generated by the Exchange Bidding System. TRS will contain the details of order submitted like Folio No., Certificate No. Dist. Nos., No. of Equity Shares etc.
8.9.3. After placement of order, the Selling Broker(s)/ Eligible Shareholders must ensure delivery of the Form of Acceptancecum-Acknowledgement duly completed and signed in accordance with the instructions contained therein the along with the complete set of documents for verification procedures to be carried out, namely being: (a) original share certificate(s), (b) valid share 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 favor of the Target Company, (c) self-attested copy of the shareholder's PAN Card, and (d) TRS, any other relevant documents such as power of attorney, corporate authorization (including board resolution/ specimen signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder has deceased, etc., as applicable 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 closure of the Tendering Period latest by 5:00 PM (Indian Standard Time). The envelope should be superscripted as 'RICHIRICH Open Offer'. One copy of the TRS will be retained by Registrar and it will provide acknowledgement of the same to the Selling Broker.
8.9.4. In addition, if the address of the Public Shareholder has undergone a change from the address registered in the register of members of the Target Company, the relevant Public Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: (a) valid Aadhar Card; (b) Voter Identity Card; or (c) Passport.
8.9.5. Public Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the physical Equity Shares for this Offer shall be subject to verification by the Registrar. On receipt of the confirmation from the Registrar, the bid will be accepted else rejected and accordingly the same will be depicted on the BSE platform.
8.9.6. Public Shareholders who have sent the Equity Shares held by them for dematerialization need to ensure that the process of dematerialization is completed in time for the credit in the Escrow Demat Account, to be received on or before the closure of the Tendering Period or else their application will be rejected.
8.9.7. Public Shareholders should also provide all relevant documents, which are necessary to ensure transferability of Equity Shares in respect of which the application is being sent failing which the tender would be considered invalid and would be liable to be rejected. Such documents may include (but not be limited to):
a) Duly attested death certificate and succession certificate (for single shareholder) in case the original shareholder has expired;
b) Duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transfer deed(s);
c) No objection certificate from any lender, if the Equity Shares in respect of which the acceptance is sent, were under any charge, lien, or encumbrance;

8.10. Procedure for tendering the Equity Shares held in dematerialized form

8.10.1. The Public Shareholders who are holding the Equity Shares in demat form and who desire to tender their Equity Shares in this Offer shall approach their Selling Broker/ Seller Member, indicating details of Equity Shares they wish to tender in this Offer.
8.10.2. The Seller Member would be required to place a bid on behalf of the Public Shareholders who wish to tender their Equity Shares in this Offer using the Acquisition Window of the BSE Limited.
8.10.3. The lien shall be marked in demat account of the Eligible Public Shareholders for the Equity Shares tendered in this Offer. The details of Equity Shares marked as lien in the demat account of the Eligible Public Shareholders shall be provided by Depositories to the Clearing Corporation.
8.10.4. In case, the demat account of the Eligible Public Shareholders is held in one depository and clearing member pool and clearing corporation account is held with another depository, the Equity Shares tendered under this Offer shall be blocked in the Public Shareholders demat account at the source depository during the Tendering Period. Inter Depository Tender Offer ('IDT') instruction shall be initiated by the Public Shareholder at source depository to clearing member pool/ clearing corporation account at target depository. Source depository shall block the Public Shareholder's securities (i.e., transfers from free balance to blocked balance) and send IDT message to target depository for confirming creation of lien. The details of Equity Shares blocked in the shareholders demat account shall be provided by the target Depository to the Clearing Corporation.
8.10.5. For Custodian Participant orders for Equity Shares in demat form, early pay-in is mandatory prior to confirmation of order by custodian. The custodian shall either confirm or reject the orders not later than closing of trading hours on the last day of the Tendering Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed Custodian Participant orders, order modification shall revoke the custodian confirmation and the revised order shall be sent to custodian again for confirmation.
8.10.6. Upon placing the order, the Seller Member shall provide a transaction registration slip generated by the exchange bidding system to the Eligible Public Shareholder on whose behalf the order has been placed. The TRS will contain details of order submitted like Bid ID No., DP ID, Client ID, no. of Equity Shares tendered, etc.
8.10.7. It is clarified that in case of dematerialized Equity Shares, non-receipt of the completed acceptance form and other documents, but if the lien is marked successfully in the depository system and a valid bid in the exchange bidding system, the tender for this Offer shall be deemed to have been accepted.
8.10.8. The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorata (if applicable) decided by the Company.

9. ACCEPTANCE OF EQUITY SHARES

9.1. The Registrar shall provide details of order acceptance to Clearing Corporation within the specified timelines.
9.2. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the number of Offer Shares, the Acquirer shall accept those Equity Shares validly tendered by the Public Shareholders on a proportionate basis in consultation with the Manager to the offer, 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 Public Shareholder shall not be less than the minimum marketable lot.

10. PROCEDURE FOR TENDERING THE EQUITY SHARES IN CASE OF NON-RECIEPT OF THE LETTER OF OFFER

10.1. 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 unregistered owners or those who have acquired Equity Shares after the Identified Date, or those who have not received the Letter of Offer, may also participate in this Offer.
10.2. A Public Shareholder may participate in this Offer by approaching their broker/ Selling Broker and tender Equity Shares in this Offer as per the procedure mentioned in the Letter of Offer.
10.3. The Letter of Offer along with acceptance form will be dispatched to all the eligible Public Shareholders of the Target Company, as appearing in the list of members of the Target Company. In case of non-receipt of the Letter of Offer, such eligible shareholders of the Target Company may download the same from the website of SEBI at www.sebi.gov.in or obtain a copy of the same from the Registrar on providing suitable documentary evidence of holding of the Equity Shares.
10.4. The Letter of Offer along with the Form of Acceptance would also be available at website of SEBI at www.sebi.gov.in and Public Shareholders can also apply by downloading such forms from the said website.
10.5. Alternatively, in case of non-receipt of the Letter of Offer, the eligible Public Shareholders holding the Equity Shares may participate in this Offer by providing their application in plain paper in writing signed by all the shareholder(s), stating name, address, number of Equity Shares held, client-ID number, DP name, DP-ID number, number of Equity Shares tendered and other relevant documents as mentioned in Paragraph 8.9 titled as 'Procedure for Equity Shares held in physical form' at page 24 of this Draft Letter of Offer. Such eligible Public Shareholders have to ensure that their order is entered in the electronic platform of BSE, made available by BSE before the closure of the Tendering Period.

11. SETTLEMENT PROCESS AND PAYMENT OF CONSIDERATION

11.1. Upon finalization of the basis of acceptance as per the SEBI (SAST) Regulations, the settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market and as intimated by the Clearing Corporation from time to time.
11.2. Details in respect of Public Shareholder's entitlement for this Offer shall be provided to Clearing Corporation by Company/ Registrar to the Offer. On receipt of the same, the Clearing Corporation will cancel excess or unaccepted blocked Equity Shares. On settlement date, all blocked Equity Shares mentioned in the accepted tender will be transferred to the Clearing Corporation.
11.3. In the case of IDT, Clearing Corporation will cancel the excess or unaccepted Equity Shares in target depository. Source depository will not be able to release the lien without a release of IDT message from target depository. Further, release of IDT message shall be sent by target depository either based on cancellation request received from Clearing Corporation or automatically generated after matching with tender accepted detail as received from the Registrar to the Offer. Post receiving the IDT message from target depository, source depository will cancel/release excess or unaccepted block Equity Shares in the demat account of the Public Shareholder. Post completion of the Tendering Period and receiving the requisite details viz., demat account details and accepted tendered quantity, source depository shall debit the Equity Shares as per the communication/ message received from target depository to the extent of accepted tendered Equity Shares from the Public Shareholder's demat account and credit it to Clearing Corporation settlement account in target depository on settlement date.
11.4. The Buying Broker will transfer the consideration pertaining to this Offer to the Clearing Corporation's bank account as per the secondary market mechanism, as per the prescribed schedule. For demat Equity Shares accepted under this Offer, the Clearing Corporation will make direct funds pay-out to the respective Eligible Public Shareholders. If the bank account details of any Eligible Public Shareholder holding Equity Shares in dematerialized form are not available or if the fund transfer instruction is rejected by the Reserve Bank of India or any other relevant Bank, due to any reasons, then the amount payable to the Eligible Public Shareholders will be transferred to the concerned Seller Member for onward transfer to such Eligible Public Shareholder holding Equity Shares in dematerialized form.
11.5. In case of certain client types viz. NRI, foreign clients etc. (where there are specific RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would be given to their respective Selling Member's settlement accounts for releasing the same to the respective Eligible Public Shareholder's account. For this purpose, the client type details would be collected from the Depositories, whereas funds payout pertaining to the tenders settled through custodians will be transferred to the settlement bank account of the

custodian, each in accordance with the applicable mechanism prescribed by the BSE Limited and the Clearing Corporation from time to time.

11.6. For the Eligible Public Shareholders holding Equity Shares in physical form, the funds pay-out would be given to their respective Seller Member's settlement accounts for releasing the same to the respective Eligible Public Shareholder's account. On settlement date, all blocked Equity Shares mentioned in accepted tender shall be transferred to Clearing Corporation.
11.7. The Equity Shares tendered in the dematerialized form would be transferred directly to the escrow demat account/ demat account of the Acquirer provided it is indicated by the Buying Brokers or it will be transferred by the Buying Broker to the demat escrow account/ demat account of the Acquirer on receipt of the Equity Shares from the clearing and settlement mechanism of BSE Limited.
11.8. Excess Equity Shares or unaccepted Equity Shares, in dematerialized form, if any, tendered by the Eligible Public Shareholders would be transferred by the Clearing Corporation directly to the respective Eligible Public Shareholder's DP account. If the securities transfer instruction is rejected in the Depository system, due to any issue then such securities will be transferred to the Seller Member's depository pool account for onward transfer to the respective Eligible Public Shareholder. The Public Shareholders of the demat Equity Shares will have to ensure that they keep the DP account active and unblocked to receive credit in case of return of demat Equity Shares, due to rejection or due to non-acceptance in this Offer.
11.9. Any excess Equity Shares, in physical form, pursuant to proportionate acceptance/ rejection will be returned back to the Eligible Public Shareholders directly by the Registrar to the Offer. The Target Company is authorized to split the share certificate and issue new consolidated share certificate for the unaccepted Equity Shares, in case the Equity Shares accepted are less than the Equity Shares tendered in this Offer by Eligible Public Shareholders holding Equity Shares in the physical form.
11.10. The Seller Member would issue contract note for the Equity Shares accepted under this Offer and will unblock the excess unaccepted Equity Shares. The Buying Broker would also issue a contract note to the Company for the Equity Shares accepted under this Offer.
11.11. Equity Shareholders who intend to participate in this Offer should consult their respective Seller Member for payment to them of any cost, applicable taxes, charges, and expenses (including brokerage) that may be levied by the Seller Member for tendering Equity Shares in this Offer (secondary market transaction). Therefore, the Offer consideration received by the selling Eligible Public Shareholders, in respect of accepted Equity Shares, could be net of such costs, applicable taxes, charges and expenses (including brokerage). The Manager to the Offer and the Acquirer accept no responsibility to bear or pay any additional cost, applicable taxes, charges, and expenses (including brokerage) levied by the Seller Member, and such costs will be borne solely by the Eligible Public Shareholders.
11.12. In case of delay in receipt of any statutory approval(s), the SEBI may, if satisfied that such delay in receipt of the statutory approval(s) was not attributable to any willful default, failure, or neglect on the part of the Acquirer to diligently pursue such approval, and subject to such terms and conditions as specified by the SEBI (including payment of interest in accordance with Regulation 18 (11) of the SEBI (SAST) Regulations grant an extension of time to the Acquirer pending receipt of such statutory approval(s) to make the payment of the consideration to the Eligible Public Shareholders whose Equity Shares have been accepted in the Offer.

12. NOTE ON TAXATION

12.1. General

12.1.1. Securities transaction tax will not be applicable to the Equity Shares accepted in this Offer.
12.1.2. The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. The Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to income-tax in India on his/her worldwide income, subject to certain tax exemptions, which are provided under the Income Tax Act, 1961. A person who is treated as a non-resident for Indian income-tax purposes is generally subject to tax in India only on such person's India-sourced income (i.e., income which accrues or arises or is deemed to accrue or arise in India) as also income received by such person in India. In case of shares of a company, the source of income from shares will depend

on the "situs" of such shares. As per judicial precedents, the "situs" of the shares is where a company is "incorporated" and where its shares can be transferred.

12.1.3. Accordingly, since the Target Company is incorporated in India, the Target Company's shares should be deemed to be "situated" in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the IT Act.
12.1.4. Further, the non-resident shareholder can avail beneficial treatment under the Double Taxation Avoidance Agreement ("DTAA") between India and the respective country of which the said shareholder is tax resident subject to satisfying relevant conditions including but not limited to (a) conditions (if any) present in the said DTAA read with the relevant provisions of the Multilateral Instrument ("MLI") as ratified by India with the respective country of which the said shareholder is a tax resident and (b) non-applicability of General Anti-Avoidance Rule ("GAAR") and (c) providing and maintaining necessary information and documents as prescribed under the IT Act.
12.1.5. The IT Act also provides for different income-tax regimes/rates applicable to the gains arising from the tendering of shares under the Offer, based on the period of holding, residential status, classification of the shareholder and nature of the income earned, etc.
12.1.6. The Public Shareholders may be required to undertake compliances such as filing an annual income tax return, as may be applicable to different categories of persons, with the income-tax authorities, reporting their income for the relevant year.
12.1.7. The summary of income-tax implications on tendering of listed equity shares is set out below. All references to equity share herein refer to listed equity shares unless stated otherwise.

12.2. Classification of Shareholders: Public Shareholders can be classified under the following categories:

a) Resident Shareholders being:

Individuals, Hindu Undivided Family ("HUF"), Association of Persons ("AOP") and Body of Individuals ("BOI")
Others:
(i) Company
(ii) Other Than Company
b) Non-Resident Shareholders being:
Non-Resident Indians (NRIs)
Foreign Institution Investors (FIIs) / Foreign Portfolio Investors (FPIs)
Others:
(i) Company
(ii) Other Than Company
12.3. Gains arising from the transfer of shares may be treated either as "capital gains" or as "business income" for income-tax purposes, depending upon whether such shares were held as a capital asset or business asset (i.e., stock-in-trade). The IT Act also provides for different income-tax regimes/ rates applicable to the gains arising from the tendering of Equity Shares under the Open Offer, based on the period of holding, residential status, classification of the shareholder and nature of the income earned, etc.

12.4. Taxability of Capital Gains in the hands of shareholders

12.4.1. Gains arising from the transfer of shares may be treated either as "capital gains" or as "business income" for income-tax purposes, unless specifically exempted, depending upon whether such shares were held as a capital asset or trading asset (i.e., stock-in-trade).
12.4.2. As per the current provisions of the IT Act, where the shares are held as investments (i.e., capital assets), income arising from the transfer of such shares is taxable under the head "Capital Gains". Further, Section 2(14) of the IT Act has provided for deemed characterization of securities held by FPIs as capital assets, whether or not such assets have been held as a capital asset; and therefore, the gains arising in the hands of FPIs will be taxable in India as capital gains.
12.4.3. Capital Gains in the hands of shareholders would be computed as per the provisions of Section 48 of the IT Act.
12.4.4. Period of holding: Depending on the period for which the shares are held, the gains would be taxable as "short-term capital gain/ STCG" or "long-term capital gain/ LTCG":
a) In respect of equity shares held for a period less than or equal to 12 (Twelve) months prior to the date of transfer, the same should be treated as a "short-term capital asset", and accordingly the gains arising therefrom should be taxable as "STCG".
b) Similarly, where equity shares are held for a period more than 12 (Twelve) months prior to the date of transfer, the same should be treated as a "long-term capital asset", and accordingly the gains arising therefrom should be taxable as "LTCG".
12.4.5. The Finance Act, 2018, vide Section 112A, has imposed an income tax on LTCG at the rate of 10% (plus applicable surcharge and health and education cess) on transfer of equity shares that are listed on a recognized stock exchange, which have been held for more than 12 (Twelve) months and have been subject to STT upon both acquisition and sale exceeding Rs. 1,00,000 (Rupees One lakh only) (without any indexation and foreign exchange fluctuation benefits).
12.4.6. As per section 111A of the IT Act, STCG arising from transfer of listed shares on which STT is paid would be subject to tax at the rate of 15% (plus applicable surcharge and health and education cess) (except under specific categories).

However, since STT will not be applicable to the Equity Shares transferred in this Offer, the provisions of Section 112A and Section 111A of the IT Act shall not be applicable.

12.4.7. LTCG arising from tendering of Equity Shares in the Offer shall be subject to tax as follows:
a) LTCG will be chargeable to tax at the rate of up to 20% (plus applicable surcharge and health and education cess) in the case of a non-resident Public Shareholder (other than an FPI/FII, or a NRI who is governed by the provisions of Chapter XII-A of the IT Act) in accordance with provisions of section 112 of the IT Act.
b) In the case of FIIs/FPIs, LTCG would be taxable at 10% (plus applicable surcharge and health and education cess) in accordance with provisions of section 115AD of the IT Act (without benefit of indexation and foreign exchange fluctuation).
c) For a NRI who is governed by the provisions of Chapter XII-A of the IT Act, LTCG would be taxable at 10% (plus applicable surcharge and health and education cess) under Section 115E of the IT Act on meeting certain conditions. While computing the LTCG, the benefit of indexation of cost may not be available.
d) For a resident Public Shareholder, an option is available to pay tax on such LTCG at either 20% (plus applicable surcharge and cess) with indexation or 10% (plus applicable surcharge and health and education cess) without indexation.
12.4.8. Further, any gain realized on the sale of listed equity shares held for a period of 12 (twelve) months or less, which are transferred under the Offer, will be subject to short term capital gains tax and shall be taxable at the rates prescribed in First Schedule to the Finance Act (i.e. applicable marginal tax rates applicable to different categories of persons) (plus applicable surcharge and health and education cess).
12.4.9. Taxability of capital gain arising to a non-resident in India from the transfer of equity shares shall be determined basis the provisions of the IT Act or the DTAA entered between India and the country of which the non-resident seller is resident, whichever is more beneficial, subject to fulfilling relevant conditions and maintaining & providing necessary documents prescribed under the IT Act.
12.4.10. As per Section 70 of the IT Act, short-term capital loss computed for a given year is allowed to be set off against STCG as well as LTCG computed for the said year. The balance loss, which is not set off, is allowed to be carried forward for subsequent eight assessment years, for being set-off against subsequent years' STCG as well as LTCG, in terms of Section 74 of the IT Act.
12.4.11. Long-term capital loss computed for a given year is allowed to be set-off only against LTCG computed for the said year, in terms of Section 70 of the IT Act. The balance loss, which is not set off, is allowed to be carried forward for subsequent eight assessment years, for being set off only against subsequent years' LTCG, in terms of Section 74 of the IT Act.

12.4.12. Investment Funds

Under Section 10 (23FBA) of the IT Act, any income of an Investment Fund, other than the income chargeable under the head, "Profits and gains of business or profession" would be exempt from income tax but would be taxable in the hands of their investors. For this purpose, an "Investment Fund" means a fund registered as Category I or Category II Alternative Investment Fund and is regulated under the Securities and Exchange Board of India (Alternate Investment Fund) Regulations, 2012.

12.4.13. Mutual Funds

Under Section 10(23D) of the IT Act, any income of mutual funds registered under SEBI or Regulations made thereunder or mutual funds set up by public sector banks or public financial institutions or mutual funds authorized by the RBI and subject to the conditions specified therein, is exempt from tax subject to such conditions as the Central Government may by notification in the Official Gazette, specify in this behalf.

12.5. Taxability of business income in hands of shareholders (Shares held as Stock-in-Trade)

If the shares are held as stock-in-trade by any of the eligible Public Shareholders of the Target Company, then the gains will be characterized as business income and taxable under the head "Profits and Gains from Business or Profession".

a) Profit of Resident Shareholders

(i) Individuals, HUF, AOP and BOI will be taxable at applicable slab rates.
(ii) Domestic companies having turnover or gross receipts not exceeding Rs. 400 crores in the prescribed financial year, will be taxable @ 25%.
(iii) Domestic companies which have opted for concessional tax regime under Section 115BAA and 115BAB of the IT Act will be taxable at 22%, upon meeting certain conditions.
(iv) For persons other than stated in (A), (B) and (C) above, profits will be taxable @ 30%.
(v) No benefit of indexation by virtue of period of holding will be available in any case.

b) Profit of Non-Resident Shareholders

(i) Non-resident Public Shareholders can avail beneficial provisions of the applicable DTAA entered into by India with the relevant country of residence of the shareholder but subject to fulfilling relevant conditions and maintaining & providing necessary documents prescribed under the IT Act, as discussed in para 1(d) above.
(ii) Where DTAA provisions are not applicable:
(iii) For non-resident individuals, HUF, AOP and BOI, profits (as determined in accordance with the provisions of the IT Act) will be taxable at slab rates.
(iv) For foreign companies, profits (as determined in accordance with the provisions of the IT Act) will be taxed in India @ 40%.
(v) For other non-resident Public Shareholders, such as foreign firms, profits (as determined in accordance with the provisions of the IT Act) will be taxed in India @ 30%.

12.6. THE ABOVE DISCLOSURE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF THE EQUITY SHARES. THIS DISCLOSURE IS NEITHER BINDING ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, THE PUBLIC SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR TAX TREATMENT ARISING OUT OF THE PROPOSED OFFER THROUGH TENDER OFFER AND APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. THE ACQUIRER AND THE MANAGER TO THE OFFER DO NOT ACCEPT NOR HOLD ANY RESPONSIBILITY FOR ANY TAX LIABILITY ARISING TO ANY PUBLIC SHAREHOLDER AS A REASON OF THIS OFFER.

13. DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the registered office of the Manager to the Offer, Swaraj Shares and Securities Private Limited, located at Unit No 304, A Wing, 215 Atrium, Courtyard Marriot, Andheri East, Mumbai- 400093, Maharashtra, India on any working day between 10:00 a.m. (Indian Standard Time) and 5:00 p.m. (Indian Standard Time) during the Tendering Period commencing from Monday, August 28, 2023 to Friday, September 08, 2023:

13.1. Memorandum and Articles of Association and Certificate of Incorporation of the Target Company.
13.2. Memorandum of Understanding between the Manager and the Acquirer.
13.3. The copy of Agreement between the Registrar and the Acquirer.
13.4. The copy of Share Subscription Agreement dated July 05, 2023, entered between the Target Company and the Acquirer, which triggered this Offer.
13.5.

The Net Worth of Acquirer as on Wednesday, July 05, 2023, is ₹595.72 Lacs/- (Rupees Five Hundred and Ninety-Five Lakhs and Seventy-Two Thousand Only) certified by CA G Murali Reddy, bearing Membership Number '234971', of M/s. MG S Reddy & Co, Chartered Accountants bearing firm registration number '002910C' having their office located at Flat No: 507, 5th Floor, Everest Block C,, Aditya Enclave, Ameerpet,Hyderabad - 500038. T.S, India, with contact details being '+91- 8885928406,' and Email Address being '[email protected]' vide certificate dated Wednesday, July 05, 2023, has certified that sufficient resources are available with the Acquirer for fulfilling his Offer obligations in full.

13.6. Audited Annual Reports for the last 3 (three) Financial Years ending March 31, 2023, March 31, 2022, and March 31, 2021 of the Target Company.
13.7. Bank Statement received from, Axis Bank Limited for required amount kept in the escrow account and marked lien in favor of Manager to the Offer.
13.8. The copy of Share Purchase Agreement dated Wednesday, July 05, 2023, entered between the Selling Promoter Shareholders and the Acquirer, which triggered this Offer.
13.9. Copy of the Public Announcement dated Wednesday, July 05, 2023.
13.10. Copy of the Detailed Public Statement dated Tuesday, July 11, 2023, published on behalf of the Acquirer on Wednesday, July 05, 2023, in the newspapers.
13.11. Copy of the recommendations to be published on [●], 2023 by the Committee of Independent Directors of the Target Company.
13.12. Copy of SEBI Observation letter bearing reference number '[●]' dated [●].
13.13. Escrow Agreement between Acquirer, Escrow Bank, and Manager to the Offer.

14. DECLARATION BY THE ACQUIRER

For the purpose of disclosures in this Draft Letter of Offer relating to the Target Company, the Acquirer have relied on the information provided by the Target Company and has not independently verified the accuracy of details of the Target Company. Subject to the aforesaid, the Acquirer accepts full responsibility for the information contained in this Draft Letter of Offer. The Acquirer shall be responsible for ensuring compliance with the SEBI (SAST) Regulations.

Date: Tuesday, July 18, 2023 Place: Mumbai

Sd/- Ms. Rajani Nanavath Acquirer