Mahalaxmi Rubtech Ltd. — Share Issue/Capital Change 2021

Sep 22, 2021

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Saffron Capital Advisors Private Limited 605, Sixth Floor, Centre Point, Andheri Kurla Road J.B. Nagar, Andheri (East), Mumbai - 400059 Tel.: +91-22-40820912 | Fax: +91-22-40820999 Email: info@saffronadvisor.com Website: www.saffronadvisor.com CIN No.: U67120MH2007PTC166711

September 22, 2021

To, Department of Corporate Service BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001.

Dear Sir,

• Sub: Proposed buyback of 27,00,000 equity shares of face value Rs. 10 each for cash at a price of Rs. 70/- per equity share for cash aggregating upto Rs. 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) pursuant to regulation 5(iv), 5(vii) and 7(i) of extant SEBI (Buyback of Securities) Regulations, 2018, (including its amendments), (“SEBI Regulations”) through Tender Offer route, (“Buyback Offer”) by Mahalaxmi Rubtech Limited, (“Company”)

We have been appointed as ‘Manager’ to the captioned Buyback Offer by the Company. In this regard, we are enclosing the following for your kind reference and records:

1. An original copy of Letter of Offer dated September 16, 2021, (“ LOF ”) duly signed by two Directors and Company Secretary of the Company, and;

In case of any clarification required, please contact the undersigned on (D) 022 4082 0915/ 9769340475, Emailgaurav@saffronadvisor.com.

We will arrange to submit the covering letter along with other original documents once our office resumes. We request you to kindly consider the attachments as good compliance and disseminate it on your website.

For Saffron Capital Advisors Private Limited

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Gaurav Khandelwal Vice President Equity Capital Markets Encl: a/a

Registered Office: H-130, Bhoomi Green, Raheja Estate, Kulupwadi, Borivali (East), Mumbai-400 066/ SEBI Registration No: INM000011211

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered Equity Shareholder(s) of Mahalaxmi Rubtech Limited, as on the Record Date in accordance with Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended. If you require any clarification about the action to be taken, you may consult your stock broker or your investment consultant or the Manager to the Buyback, Saffron Capital Advisors Private Limited or the Registrar to the Buyback- Cameo Corporate Services Limited.

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MAHALAXMI RUBTECH LIMITED

(Corporate Identification Number: L25190GJ1991PLC016327)

Registered Office: 47, New Cloth Market, Ahmedabad - 380002, Gujarat, India; Corporate Office: Mahalaxmi House, Ysl Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, India;

Tel. No.: +91 79 40008000; Fax: +91 79 40008030; Email: cs@mahalaxmigroup.net; Website: www.mrtglobal.com; Contact Person: Mr. Kevin Dhruve, Company Secretary and Compliance Officer

Cash offer to Buyback up to maximum of 27,00,000 fully paid-up Equity Shares of face value ₹ 10/- each, at a price of ₹ 70/- (Rupees Seventy only) per share for an aggregate maximum amount of upto ₹ 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) which represents 20.10 % and 20.15 % of the fully paid-up Equity Share capital and free reserves as per the latest available audited financial statements of the Company for the financial year ended March 31, 2021, on standalone and consolidated basis, respectively through the Tender Offer process. The Equity Shares proposed to be bought back constitute 20.27% of issued, subscribed and paid up Equity Capital of the Company. The Letter of Offer will be sent to the Equity Shareholder(s) / Beneficial Owner(s) of Equity Shares of the Company as on the Record Date i.e. August 27, 2021 .

The Buyback Offer is pursuant to Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 for the time being in force including any statutory modifications and amendments from time to time as well as in accordance with provisions of sections 68, 69 and 70 and all other applicable provisions of the Companies Act, 2013, as amended (the “ Act ”) and in accordance with the provisions contained in the Article 15 of the Articles of Association of the Company and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India, Stock Exchange, Reserve Bank of India, etc.

A copy of the Public Announcement dated August 16, 2021 published on August 17, 2021 is available at the SEBI’s website www.sebi.gov.in, website of Manager to the Buyback at www.saffronadvisor.com and website of the Company at www.mrtglobal.com. Further, the Letter of Offer will also be available at the SEBI website, website of Manager to the Buyback and website of the Company. Equity Shareholders are advised to refer to Clause 17 of this Letter of Offer on Details of the Statutory Approvals and Clause 21 of this Letter of Offer on Note on Taxation before tendering their Shares in the Buyback.

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BUYBACK OPENS ON: WEDNESDAY, SEPTEMBER 29, 2021 BUYBACK CLOSES ON: TUESDAY, OCTOBER 12, 2021
MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK
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Saffron Capital Advisors Private Limited	Cameo Corporate Services Limited
605, Sixth Floor, Centre Point, Andheri-Kurla Road,	“Subramanian Building”, No.1, Club House Road,
J. B. Nagar, Andheri (East), Mumbai - 400 059	Chennai – 600 002, Tamilnadu, India
Tel No.:+91 22 4082 0914/915;	Tel: +91 44 4002 0700 / 40020741 / 40020706;
Fax No.:+91 22 4082 0999;	Fax: +91 44 2846 0129
E-mail:buybacks@saffronadvisor.com;	Email: priya@cameoindia.com
Website: www.saffronadvisor.com;	Website:www.cameoindia.com
Investor grievance Id: investorgrievance@saffronadvisor.com;	SEBI Registration: INR000003753
SEBI Registration Number:INM000011211;	Contact Person: Ms. Sreepriya. K
Contact Person:Mr. Amit Wagle / Mr. Gaurav Khandelwal

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TABLE OF CONTENTS
SR. PAGE NO.
PARTICULARS
NO.
1. SCHEDULE OF ACTIVITIES 03
2. DEFINITION OF KEY TERMS 03
3. DISCLAIMER CLAUSE 05
4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING 07
5. DETAILS OF THE PUBLIC ANNOUNCEMENT 12
6. DETAILS OF THE BUYBACK 12
7. AUTHORITY FOR THE BUYBACK 20
8. NECESSITY OF THE BUYBACK 20
MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF 20
9.
BUYBACK ON THE COMPANY
10. BASIS OF CALCULATING THE BUYBACK PRICE 21
11. SOURCES OF FUNDS FOR THE BUYBACK 22
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN 22
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 23
14. BRIEF INFORMATION OF THE COMPANY 24
15. FINANCIAL INFORMATION ABOUT THE COMPANY 29
16. STOCK MARKET DATA 31
17. DETAILS OF THE STATUTORY APPROVALS 32
18. DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRES 33
19. ENTITLEMENT RATIO AND BASIS OF ACCEPTANCE OF SHARES 34
20. PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUY-BACK 39
21. NOTE ON TAXATION 45
22. DECLARATION BY THE BOARD OF DIRECTORS 48
23. AUDITOR’S CERTIFICATE 48
24. DOCUMENTS FOR INSPECTION 51
25. DETAILS OF THE COMPLIANCE OFFICER 52
DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS / BENEFICIAL 52
26.
OWNERS
27. DETAILS OF INVESTOR SERVICE CENTRE 53
28. DETAILS OF THE MANAGER TO THE BUYBACK 53
DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE 53
29.
INFORMATION IN THE OFFER DOCUMENT
FORM -
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Mahalaxmi Rubtech Limited- Letter of Offer

1. SCHEDULE OF ACTIVITIES

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Activity Day Date
Date of Board Meeting approving the Buyback Friday July 09, 2021
Date of Public Announcement for Buyback Monday August 16, 2021
Date of publication of Public Announcement Tuesday August 17, 2021
Record Date for determining the Entitlement and the names of Eligible
Friday August 27, 2021
Shareholders
Date of Opening of Buyback Wednesday September 29, 2021
Date of Closing of Buyback Tuesday October 12, 2021
Last date of verification of Tender Forms by the Registrar Thursday October 21, 2021
Last date of intimation regarding acceptance / non- acceptance of
Friday October 22, 2021
tendered Shares
Last date of settlement of bids on the Stock Exchanges Monday October 25, 2021
Last date of dispatch of consideration / share certificate(s) / demat
Monday October 25, 2021
instruction(s)
Last date of Extinguishment of Shares Monday November 01, 2021
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Note: In case the last date is mentioned for certain activities, such activities may be completed on or before such last date.

2. DEFINITION OF KEY TERMS

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Acceptance Acceptance of Equity Shares, tendered by Eligible Persons in the Buyback
process
Act The Companies Act, 2013, as amended including rules therein
Articles Articles of Association of the Company
Acquisition Window The facility for acquisition of Equity Shares through mechanism provided by BSE
in the form of a separate window in accordance with the SEBI Circulars.
Additional Shares / Additional Additional eligible Equity Shares tendered by an Eligible Person over and above
Equity Shares the Buyback Entitlement of such Shareholder. Eligible Equity Shares means the
minimum of:
- Total number of Shares tendered by an Eligible Person or
- Total number of Shares held by such Shareholder as on the Record Date
Authorized/Buyback Buyback Committee comprising of Mr. Rahul Parekh, Mr. Anand Parekh and Mr.
Committee Balveermal Kewalmal Singhvi constituted on July 09, 2021 by a resolution of the
Board of Directors, and duly authorized for the purpose of this Buyback
Board Board of Directors of the Company, or the Authorized Committee for the purpose
of the Buyback
BSE BSE Limited
Buyback Entitlement The number of Equity Shares that a Shareholder is entitled to tender in the
Buyback Offer, based on the number of Equity Shares held by that Shareholder,
on the Record date and the Ratio of Buyback applicable in the category, in
which such Shareholder belongs to
Buyback Offer / Buyback / Offer by Mahalaxmi Rubtech Limited to buyback up to maximum of 27,00,000
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Mahalaxmi Rubtech Limited- Letter of Offer

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Offer fully paid-up Equity Shares of face value ₹ 10 each at a price of ₹ 70/- per
Equity Share for cash aggregating upto ₹ 18,90,00,000 (Rupees Eighteen
Crores Ninety Lacs only) from the Equity Shareholders of the Company through
Tender Offer process, on a proportionate basis
CDSL Central Depository Services (India) Limited
CIN Corporate Identification Number
Clearing Corporation /”ICCL” Indian Clearing Corporation Limited
Company / the Company Mahalaxmi Rubtech Limited
Company`s Broker Choice Equity Broking Private Limited
DP Depository Participant
Depositories Collectively, National Securities Depository Limited and Central Depository
Services (India) Limited.
Designated Stock Exchange The designated stock exchange for the Buyback, being, BSE Limited
DIN Director Identification Number
Draft Letter of Offer The Draft letter of offer dated August 20, 2021 filed with SEBI through the
Manager to the Buyback, containing disclosures in relation to the Buyback as
specified in Schedule III of the Buyback Regulations
Eligible Person (s) Person(s) eligible to participate in the Buyback Offer and would mean all Equity
Shareholders / Beneficial Owner(s) of Equity Shares of the Company as on
Record Date i.e Friday, August 27, 2021 .
Equity Shares / Shares Fully paid up Equity Shares of face value ₹ 10 each of the Company
Equity Shareholder(s)/ Holder(s) of the Equity Shares and includes beneficial owners thereof
Shareholder(s)
Escrow Bank/Escrow Agent ICICI BANK LIMITED
Escrow Account The Escrow Account opened with ICICI BANK LIMITED
Escrow Agreement The escrow agreement dated 03 [rd] August, 2021 to be entered into between the
Company, the Manager and the Escrow Agent.
Form / Tender Form Form of Acceptance–cum–Acknowledgement
Letter of Offer / LOF / Offer Letter of offer dated September 16, 2021 to be filed with SEBI, through the
Document Manager to the Buyback, containing disclosures in relation to the Buyback as
specified in Schedule III of the Buyback Regulations, incorporating comments
that were received from SEBI on the Draft Letter of Offer
Non-Resident Shareholders Includes Non-Resident Indians (NRI), Foreign Institutional Investors (FII) and
erstwhile Overseas Corporate Bodies (OCB)
NECS National Electronic Clearing Services
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
Offer Period Ten working days from the date of opening of the Buyback
Offer Price / Buyback Price Price at which Equity Shares will be bought back from the Shareholders i.e ₹
70/- per fully paid up Equity Share, payable in cash
Offer Size / Buyback Size Number of Equity Shares proposed to be bought back (i.e. 27,00,000 Equity
Shares of face value ₹ 10 each) multiplied by the Offer Price (i.e. ₹ 70/- per
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Mahalaxmi Rubtech Limited- Letter of Offer

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Equity Share) aggregating to Rs 18,90,00,000 (Rupees Eighteen Crores Ninety
Lacs only)
PA / Public Announcement Public Announcement regarding the Buyback dated August 16, 2021 issued in
Financial Express (English newspaper), Jansatta (Hindi newspaper) and
Financial Express (Gujarati newspaper) published on August 17, 2021.
PAN Permanent Account Number
Persons in Control Promoters, Promoter Group and Persons Acting in concert, including such
persons as have been disclosed under the filings made by the Company from
time to time under the extant Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (“ SEBI
Takeover Regulations ”) and filings with the stock exchange under Regulation
31 of the Listing Obligations and Disclosure Requirements Regulations 2015
RBI Reserve Bank of India
Record Date The date for the purpose of determining the entitlement and the names of the
Shareholders, to whom the Letter of Offer and Tender Offer Form will be sent
and who are eligible to participate in the proposed Buyback Offer in accordance
with Buyback Regulations. This date shall be Friday, August 27, 2021 .
Registrar to the Offer / Cameo Corporate Services Limited
Registrar to the Buyback
Regulations / SEBI The Securities and Exchange Board of India (Buyback of Securities)
Regulations / SEBI Buyback Regulations, 2018, for the time being in force including any statutory
Regulations / Buyback modifications and amendments from time to time
Regulations
Saffron / Manager to the Saffron Capital Advisors Private Limited
Buyback
SEBI The Securities and Exchange Board of India
Small Shareholder A Shareholder of a listed company, who holds shares or other specified
securities whose market value, on the basis of closing price of Shares or other
specified securities, on the recognized stock exchange in which highest trading
volume in respect of such security, as on record date, i.e. Friday, August 27,
2021 is not more than Rs. Two Lacs.
Stock Exchange BSE
Tender Offer Method of Buyback as defined in Regulation 2(1)(q) of the Buyback Regulations
Tender Form Form of Acceptance–cum–Acknowledgement
TRS Transaction Registration Slip
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3. DISCLAIMER CLAUSE

As required, a copy of this Letter of Offer has been submitted to the SEBI.

It is to be distinctly understood that submission of the Letter of Offer to SEBI should not, in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company to meet the buyback commitments or

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Mahalaxmi Rubtech Limited- Letter of Offer

for the correctness of the statements made or opinions expressed in the Offer Document. The Manager to the Buyback, Saffron Capital Advisors Private Limited, has certified that the disclosures made in the Offer Document are generally adequate and are in conformity with the provisions of Companies Act, 2013 and SEBI Regulations. This requirement is to facilitate investors to take an informed decision for tendering their Shares in the Buyback.

It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the Offer Document, Manager to the Buyback is expected to exercise due diligence to ensure that the Company discharges its duty adequately in this behalf and towards this purpose, the Manager to the Buyback, Saffron Capital Advisors Private Limited has furnished to SEBI a Due Diligence Certificate dated August 20, 2021 in accordance with SEBI Regulations which reads as follows:

“We have examined various documents and materials contained in the annexure to this letter, as part of the due-diligence carried out by us in connection with the finalisation of the Public Announcement and the Draft Letter of Offer. On the basis of such examination and the discussions with the Company, we hereby state that:

• The Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and papers relevant to the Buyback Offer;

• All the legal requirements connected with the said offer including SEBI Regulations have been duly complied with;

• The disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true, fair and adequate in all material respects for the shareholders of the Company to make a well informed decision in respect of the captioned Buyback Offer.

• Funds used for buyback shall be as per the provisions of the Companies Act, 2013” .

The filing of Offer Document with SEBI does not, however, absolve the Company from any liabilities under the provisions of the Companies Act, 2013, as amended or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Buyback.

Directors of the Company declare and confirm that no information / material likely to have a bearing on the decision of investors has been suppressed / withheld and / or incorporated in the manner that would amount to mis-statement / misrepresentation and in the event of it transpiring at any point of time that any information / material has been suppressed / withheld and / or amounts to a mis-statement/ misrepresentation, the Directors and the Company shall be liable for penalty in terms of the provisions of the Companies Act, 2013 and the SEBI Regulations as amended.

Directors also declare and confirm that funds borrowed from Banks and Financial Institutions will not be used for the Buyback.

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Mahalaxmi Rubtech Limited- Letter of Offer

4. TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING

The Buyback through a tender offer has been duly authorised by the resolution passed by the Board of Directors of the Company at their meeting held on July 09, 2021. The Extracts of the same are as follows:

“RESOLVED THAT pursuant to the provisions of Article 15 of the Articles of Association of the Company and in accordance with the provisions of sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) and subject to the approval of shareholders in general meeting through postal ballot, provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations 2018, as amended, (the “ SEBI Buyback Regulations ”) and any statutory modification(s) or re-enactment of the Act or Rules framed there under from time to time or SEBI Buyback Regulations, for the time being in force) as also such other approvals, permissions and sanctions of Securities and Exchange Board of India (“ SEBI ”) and / or other authorities, institutions or bodies (the “ appropriate authorities ”), as may be necessary and conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the " Board " which expression shall be deemed to include the “ Buyback Committee ” which the Board has authorized to exercise its powers, including the powers conferred by this resolution), the consent be and is hereby accorded to purchase by way of buyback offer up to 27,00,000 (Twenty Seven Lakhs Only) Equity Shares of the Company (the “ Equity Shares ”) of the face value of ₹ 10 each constituting 20.27% of the fully paid-up Equity Share capital of the Company at a price of ₹ 70 /- (Rupees Seventy only) per Equity share payable in cash for an aggregate amount of up to ₹ 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) (“ Buyback Size ”) being 20.10% and 20.15% of the fully paid-up Equity Share capital and free reserves as per the latest available audited financial statements of the Company for the financial year ended March 31, 2021, on standalone and consolidated basis, respectively, through the Tender Offer mechanism (hereinafter referred to as the " Buyback ");

RESOLVED FURTHER THAT the Buyback Size does not include any expenses incurred or to be incurred for the Buyback viz. brokerage, applicable taxes such as income tax, securities transaction tax, GST, stamp duty, any expenses incurred or to be incurred for the Buyback like filing fees payable to the Securities and Exchange Board of India, advisors/ legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses (collectively “ Transaction Costs ”)

RESOLVED FURTHER THAT the Company may implement the Buyback of upto 25% of its paid-up Equity Capital and free reserves of the Company as per the approval granted by way of this resolution pursuant to section 68 of the Companies Act, 2013, and in accordance with the SEBI Buyback Regulations;

RESOLVED FURTHER THAT the draft of the Declaration of Solvency prepared in the prescribed form and placed before the meeting be and is hereby approved and Mr. Rahul Jeetmal Parekh, Managing Director and Mr. Anand Jeetmal Parekh, Jt. Managing Director of the Company be and are hereby authorized to sign the same, for and on behalf of the Board and file the same with the Registrar of Companies and the Securities and Exchange Board of India;

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Mahalaxmi Rubtech Limited- Letter of Offer

RESOLVED FURTHER that as required by Regulation 6 of the SEBI Buyback Regulations, the Company may buyback Equity Shares from the existing shareholders on a proportionate basis, provided fifteen percent of the number of Shares which the Company proposes to buyback or number of Shares entitled as per the shareholding of small shareholders, whichever is higher, shall be reserved for the small shareholders, as defined in the SEBI Buyback Regulations;

RESOLVED FURTHER THAT the proposed Buyback be implemented from the existing shareholders including Promoters, Promoters Group and Persons Acting in concert (such shareholders herein after collectively as “ Persons in Control ”) and that persons in control will be such persons as have been disclosed as such under the filings made by the Company from time to time under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations 2011 (“ SEBI Takeover Regulations ”)/ Shareholding patterns filed with the stock exchanges from time to time, as the Board may consider appropriate, from out of its free reserves and/or Share Premium Account and/or cash balances and/ or internal accruals and/or such other sources or by such mechanisms as may be permitted by Law, and on such terms and conditions as the Board may decide from time to time, and in the absolute discretion of the Board, as it may deem fit;

RESOLVED FURTHER THAT Company shall not use borrowed funds, directly or indirectly, whether secured or unsecured, of any form and nature, from Banks and Financial Institutions for paying the consideration to the equity shareholders who have tendered their Equity shares in the Buyback Offer

RESOLVED FURTHER THAT Company has complied and shall continue to comply with section 70 of the Companies Act, 2013, “the Act” wherein:-

• It shall not directly or indirectly purchase its own shares:

• (a) through any subsidiary company including its own subsidiary companies;

Or

(b) through any investment company or group of investment companies

• There are no defaults subsisting in the repayment of deposits or interest, redemption of debentures or preference shares or repayment of term loans or interest payable thereon to any financial institutions or banks.

• It has not defaulted in payment of dividend to its equity shareholders as per sections 205, 205A and 207 of the Companies Act, 1956 and corresponding sections of Companies Act, 2013.

• It has filed annual returns as envisaged in section of the Companies Act, 1956 and Companies Act, 2013

• It has complied and will continue to comply with sections 92, 123, 127 and 129 of the Companies Act, 2013

RESOLVED FURTHER THAT the Board do and hereby approve the appointment of Saffron Capital Advisors Private Limited, a SEBI registered, Category I Merchant Banker as ‘ Manager ’ to the Buyback,

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Mahalaxmi Rubtech Limited- Letter of Offer

who has been appointed to act as a ‘ Manager ’ to the Buyback by the Company vide letter dated July 09, 2021.

RESOLVED FURTHER THAT confirmation is hereby made by the Board of Directors that:

• a) All Equity Shares of the Company are fully paid up;

• b) that the aggregate amount of the Buyback i.e. Rs. 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) (“ Buyback Size ”), does not exceed 25% of the total paid-up capital and free reserves as per the audited standalone and consolidated balance sheets as on March 31, 2021;

• c) that the number of Shares proposed to be purchased under the Buyback i.e. 27,00,000 (Twenty Seven Lakhs Only) Equity Shares of the Company (the “ Equity Shares ”) does not exceed 25% of the total number of Shares in the paid-up Equity Capital as per the audited balance sheet as on March 31, 2021;

• d) That there are no defaults subsisting in the repayment of Deposits, redemption of debentures or Preference Shares or repayment of term loans to any financial institutions or banks;

• e) that the debt equity ratio of the Company after the buyback will be well within the limit of 2:1 as prescribed under the Act.

RESOLVED FURTHER THAT as required by Clause (x) of Schedule I under Regulation 5(iv)(b) of the SEBI Buyback Regulations, the Board hereby confirms that based on such full inquiry conducted into the affairs and prospects of the Company, and taking into account all the liabilities including prospective and contingent liabilities payable as if the Company were being wound up under the Act, the Board of Directors has formed an opinion that:

• a) Immediately following the date of the Board meeting held on 9[th] July, 2021 there are no grounds on which the Company can be found unable to pay its debts;

• b) As regards the Company’s prospects for the year immediately following the date of the Board meeting held on 9[th] July, 2021 and having regard to the Board’s intention with respect to the Management of Company’s business during that year and to the amount and character of the financial resources which will in the Board’s view be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date; and

• c) In forming an opinion as aforesaid, the Board of Directors have taken into account the liabilities, as if the Company were being wound up under the provisions of the Act (including prospective and contingent liabilities)

RESOLVED FURTHER THAT the Company shall implement the Buyback using the “ Mechanism for acquisition of shares through Stock Exchange ” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, CFD /DCR2 /CIR /P /2016 /131 dated December 9, 2016 and BSE notice no. 20170210-16 dated February 10, 2017 and the Company shall approach the stock exchanges, as may be required, for facilitating the same;

RESOLVED FURTHER THAT BSE Limited (“ BSE ”) shall act as the designated stock exchange for the purpose of the Buyback;

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Mahalaxmi Rubtech Limited- Letter of Offer

RESOLVED FURTHER THAT the buyback is being proposed in keeping with the Company’s desire to enhance overall shareholders’ value and the buyback would lead to reduction in total number of Equity Shares;

RESOLVED FURTHER THAT the powers of the Board in respect of buyback be and is hereby delegated to the Buyback Committee (‘ BBC ’) comprising of Mr. Anand Parekh and Mr. Rahul Parekh and Mr. Balveermal Kewalmal Singhvi (“ Members of the Committee ”). The BBC be and hereby authorized to take all necessary actions for executing the actions relating to the Buyback as above;

RESOLVED FURTHER THAT the BBC be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, expedient, usual or proper, including but not limited to finalizing the terms of buyback like the aggregate amount to be utilized for the buyback including the price and the number of Shares to be bought back within the statutory limits, the mechanism for the buyback, the timeframe for completion of the buyback, escrow arrangements, opening bank accounts for this purpose and authorizing persons to operate the said account, appointment of , brokers, escrow agents, printers, registrars, solicitors, depository participants and such other intermediaries/agencies for the implementation of the Buyback and carry out incidental documentation and to prepare applications and submit to the Appropriate Authorities for their requisite approvals as also to initiate all necessary actions for the preparation and issue of various documents including public announcement, draft and final letter of offer, declaration of solvency, extinguishment of Shares and certificate of extinguishment required to be filed in connection with the Buyback on behalf of the Board;

RESOLVED FURTHER THAT the BBC be and is hereby authorized to delegate all or any of the authorities conferred on it to any Officer(s) / Authorized Signatory(ies) of the Company;

RESOLVED FURTHER THAT Mr. Kevin Dhruve, Company Secretary be of the Company be and is hereby appointed as the Compliance Officer for the purpose of Buyback;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the BBC is hereby authorized to give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever that may arise in relation to the Buyback;

RESOLVED FURTHER THAT the buyback is subject to:

• a) the buyback not causing the Company to be in violation of the conditions for continuous listing prescribed in terms of Regulations 38 of the LODR Regulations read with Rule 19 (2) and Rule 19A of the Securities Contract (Regulation) Rules, 1957, i.e maintaining the minimum public shareholding at 25%;

• b) the Equity Shares that may be bought back do not exceed the maximum number of Shares permissible;

• c) the aggregate consideration payable pursuant to the buyback not exceeding the offer size; and

• d) complying with the statutory and regulatory timelines in respect of the buyback, on the terms and conditions as may be decided by the Board and in such manner as prescribed under the Act and / or the Regulations and any other applicable Laws.

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Mahalaxmi Rubtech Limited- Letter of Offer

RESOLVED FURTHER THAT confirmation is hereby made by the Board of Directors that:

• a) that the Company shall not issue and allot any equity shares including by way of bonus or convert any outstanding ESOPs/ outstanding instruments into equity shares, till the date of closure of this Buyback; and

• b) the Company shall not buy back its shares from any person through negotiated deal whether on or off the stock exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback

RESOLVED FURTHER THAT as per the provisions of regulation 24(i)(b) of SEBI Buyback Regulations, the Company shall not issue any Equity Shares or other specified securities including by way of bonus till the date of expiry of buyback period for the Buyback Offer;

RESOLVED FURTHER THAT as per the provisions of regulation 24(i)(d) of SEBI Buyback Regulations, the Company shall not withdraw the Buyback Offer after the draft letter of offer is filed with SEBI;

RESOLVED FURTHER THAT the Company shall not Buyback the locked-in Equity Shares, if any and non-transferable Equity Shares, if any till the pendency of the lock-in or till the Equity Shares become transferable;

RESOLVED FURTHER THAT as per the provisions of regulation 24(i)(f) of SEBI Buyback Regulations, the Company shall not raise further capital for a period of six months from the closure of the Buyback offer, except in discharge of its subsisting obligations;

RESOLVED FURTHER THAT the Buyback from the shareholders who are residents outside India including Foreign Corporate Bodies (including erstwhile Overseas Corporate Bodies), Foreign Institutional Investors/Foreign Portfolio Investors, Non-Resident Indians, shareholders of foreign nationality, shall be subject to such approvals, if any and to the extent required from the concerned authorities including approvals from the Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, and that such approvals shall be required to be taken by such non-resident shareholders;

RESOLVED FURTHER THAT as per the provisions of section 68(8) of the Act, the Company will not issue fresh Equity Shares within a period of six months after the completion of the buyback except by way of bonus Shares or Shares issued in the discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of Preference Shares or debentures into Equity Shares;

RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer and / or any obligation on the Company or the Board or the BBC to buyback any Shares and / or impair any power of the Company or the Board or the BBC to terminate any process in relation to such buyback, if so permissible by Law;

RESOLVED FURTHER THAT the Company does maintain a register of securities bought back wherein details of Equity Shares bought back, consideration paid for the Equity Shares bought back, date of cancellation of Equity Shares and date of extinguishment of Equity Shares and such other particulars as

Mahalaxmi Rubtech Limited- Letter of Offer

-11-

may be prescribed, shall be entered and that the Company Secretary of the Company be and is hereby authorised to authenticate the entries made in the said register;

RESOLVED FURTHER THAT any of the Directors of the Company and/or the Company Secretary be and are hereby severally authorized to send the necessary intimations to the Stock Exchanges in regard to this resolution, as may be required under the Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements ) Regulations, 2015;

RESOLVED FURTHER THAT any of the Directors of the Company &/or the Company Secretary be and are hereby severally authorized to furnish a copy of this resolution certified as true to the relevant Authority(ies).

5. DETAILS OF THE PUBLIC ANNOUNCEMENT

In accordance with the provisions of Regulation 7(i) of the Buyback Regulations, the Company has made the Public Announcement dated August 16, 2021 for the Buyback of Equity Shares which was published within two Working Days i.e. on August 17, 2021 from the date of declaration of the results of such postal ballot i.e. August 13, 2021 in the following newspapers:

Name of the Newspaper Language Editions*	Name of the Newspaper Language Editions*	Name of the Newspaper Language Editions*
Financial Express (an English daily newspaper) (English daily newspaper) All Editions
Jansatta(a Hindi dailynewspaper) (Hindi dailynewspaper) All Editions
Financial Express (a Gujarati daily newspaper)	(Gujarati daily newspaper- Gujarati being the regional language of Gujarat, where our Registered Office is located)	Regional Edition

6. DETAILS OF THE BUYBACK

• 6.1 The Board of Directors of Mahalaxmi Rubtech Limited (“the Company ”) at its meeting held on July 09, 2021 , had approved the proposal for buyback of up to 27,00,000 fully paid-up equity shares of face value of Rs. 10/- each (“ Shares ” or “ Equity Shares ”) of the Company from the existing shareholders / beneficial owners of Equity Shares of the Company, as on the Record Date (hereinafter defined) , on a proportionate basis, through the tender offer process, in accordance with the provisions of Article 15 of the Articles of Association of the Company and in accordance with the provisions of sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) and subject to the approval of shareholders in general meeting through postal ballot, provisions contained in the Securities and Exchange Board of India (“Buyback of Securities ” ) Regulations 2018, as amended, (the “ SEBI Buyback Regulations ”) and any statutory modification(s) or re-enactment of the Act or Rules framed there under from time to time or SEBI Buyback Regulations, for the time being in force) as also such other approvals, permissions and sanctions of Securities and Exchange Board of India (“ SEBI ”) and / or other authorities, institutions or bodies (the “ appropriate authorities ”), at a price of Rs. 70/- per Equity Share (“ Buyback Price ”) payable in cash for an aggregate amount of up to Rs. 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) (“ Buyback Size ”/” Buyback ”). The Buyback Size represents 20.10 % and 20.15 % of the fully paid-up Equity Share capital and free reserves as per the latest

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Mahalaxmi Rubtech Limited- Letter of Offer

available audited financial statements of the Company for the financial year ended March 31, 2021, on standalone and consolidated basis, respectively. The equity shareholders approved the Buyback, by way of a special resolution, through postal ballot only by voting through electronic means (“remote e- voting”) pursuant to a Postal Ballot Notice dated July 09, 2021 , the results of which were announced on August 13, 2021 (“ Date of Postal Ballot Results ”).

• 6.2 The maximum amount required by the Company for the said Buyback aggregating to Rs. 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) will be made available from free reserves and/or Share Premium Account and/or cash/ bank and/or cash equivalents/bank balances and/ or internal accruals and/or such other sources or by such mechanisms as may be permitted by Law of the Company. The maximum amount proposed to be utilized for the Buyback will not exceed 25% of the paid up Equity Share capital and Free Reserves of the Company as per the audited standalone and consolidated balance sheets as on March 31, 2021. The Company proposes to buyback a maximum of 27,00,000 (Twenty Seven Lakhs only) fully paid-up Equity Shares ( “Maximum Shares”) of face value Rs. 10/each, in the proposed buyback through tender offer. Further, under the Act, the number of equity shares that can be bought back cannot exceed 25% of the total paid-up equity share capital of the company in that financial year. The Company proposes to buyback up to 27,00,000 (Twenty Seven Lakhs only) Equity Shares representing 20.27% of the total paid up equity share capital of the Company and the same does not exceed the 25% limit.

• 6.3 The Equity Shares of the Company are listed on the BSE Limited (“ BSE ”) (referred to as “ Stock Exchange ”). The Buyback shall be undertaken on a proportionate basis from the equity shareholders of the Company as on August 27, 2021 (the “ Record Date ”) (“ Eligible Shareholders ”) through the tender offer process prescribed under Regulation 4(iv)(a) of the Buyback Regulations. Additionally, the Buyback shall be, subject to applicable laws, implemented by tendering of Equity Shares by Eligible Shareholders and settlement of the same through the stock exchange mechanism as specified by SEBI in its circular bearing reference number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circular bearing reference number CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018 and BSE notice no. 20170210-16 dated February 10, 2017, BSE notice no,. 2019042435 dated April 24, 2019 and BSE notice no 20200528-32 dated May 28, 2020 as amended from time to time (“ SEBI Circulars ”). In this regard, the Company will request the Stock Exchanges to provide the acquisition window for facilitating tendering of Equity Shares under the Buyback. For the purposes of this Buyback, BSE will be the designated stock exchange.

• 6.4 The Buyback is proposed to be implemented by the Company through Tender Offer Method from the Equity Shareholders on a proportionate basis; provided, however, 15% of the number of Equity Shares which the Company proposes to Buyback or number of Equity Shares entitled as per their shareholding, whichever is higher, shall be reserved for Small Shareholders. As per Buyback Regulations, small shareholder means a shareholder who holds Equity Shares having market value, on the basis of closing price on BSE as on Record Date, of not more than Two Lakhs Rupees.

• 6.5 The particulars of the Equity Shares of the Company held by the Persons in Control of the Company, as on the date of the board meeting approving the Buyback, i.e July 09, 2021 (“Date of Buyback”) is given below:-

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Mahalaxmi Rubtech Limited- Letter of Offer

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

Sr. Name of the Promoter and Promoter Equity Shares held % to the total paid up
No. Group equity capital
1. Rahul Jeetmal Parekh 25,51,119 19.15
2. Anand Jeetmal Parekh 24,51,122 18.40
3. Jeetmal Bhoorchand Parekh 17,44,481 13.10
4. Kamladevi Jeetmal Parekh 7,56,570 5.68
5. Amita Anand Parekh 4,00,364 3.01
6. Ratna Rahul Parekh 3,56,120 2.67
7. Rahul Calchem Pvt Ltd 2,86,100 2.15
8. Mahalaxmi Calchem Private Limited 2,33,490 1.75
9. Jeetmal Bhoorchand HUF 1,80,375 1.35
10. Mamta Jain 1,59,238 1.20
11. Anand Chem Industries Private Limited 1,30,762 0.98
12. Jeetmal Rahulkumar HUF 1,27,750 0.96
13. Heena Agriculture Pvt Ltd 94,875 0.71
14. Yashovardhan Rahul Parekh 61,596 0.46
15. Sonnet Colours Pvt Ltd 45,625 0.34
16. Ashita Mercantile Private Limited 33,125 0.25
17. Rohan Anand Parekh 15,896 0.12
18. Jeetmal Prithviraj Parekh HUF 10,250 0.08
19. Atul Jain 4,875 0.04
TOTAL 96,43,733 72.40
----- End of picture text -----

6.6 In terms of the Buyback Regulations, under the tender offer route, the Promoters and Promoter Group of the Company have the option to participate in the Buyback. The Promoter and Promoter Group Members have vide letter received from promoter on behalf of its group dated July 09, 2021, communicated about their intention to participate in the buyback, which is as follows:-

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

Sr. Name of the Promoter and Equity % to the Whether Maximum shares
No. Promoter Group Shares held total paid intends to indicated
up equity participate
capital
1 Rahul Jeetmal Parekh 25,51,119 19.15 Yes Upto 25,51,119
2 Anand Jeetmal Parekh 24,51,122 18.40 Yes Upto 24,51,122
3 Jeetmal Bhoorchand Parekh 17,44,481 13.10 Yes Upto 17,44,481
4 Kamladevi Jeetmal Parekh 7,56,570 5.68 Yes Upto 7,56,570
5 Ratna Rahul Parekh 3,56,120 2.67 Yes Upto 3,56,120
6 Rahul Calchem Pvt Ltd 2,86,100 2.15 Yes Upto 2,86,100
7 Mahalaxmi Calchem Private Limited 2,33,490 1.75 Yes Upto 2,33,490
8 Jeetmal Bhoorchand HUF 1,80,375 1.35 Yes Upto 1,80,375
9 Mamta Jain 1,59,238 1.20 Yes Upto 1,59,238
10 Anand Chem Industries Private Limited 1,30,762 0.98 Yes Upto 1,30,762
11 Jeetmal Rahulkumar HUF 1,27,750 0.96 Yes Upto 1,27,750
12 Heena Agriculture Pvt Ltd 94,875 0.71 Yes Upto 94,875
13 Sonnet Colours Pvt Ltd 45,625 0.34 Yes Upto 45,625
14 Ashita Mercantile Private Limited 33,125 0.25 Yes Upto 33,125
Total 91,50,752 68.69 Upto 91,50,752
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Mahalaxmi Rubtech Limited- Letter of Offer

• 6.7 The details of date and price of acquisition of the Equity Shares those Promoters and Promoter Group who intend to tender in the Buyback Offer as certified by the management of the Company are stated below:

1. Rahul Jeetmal Parekh

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 85,11,190
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 8,51,119 -
Warrant Conversion 14-02-2017 4,00,000 45.00
Warrant Conversion 14-10-2017 5,00,000 45.00
Warrant Conversion 30-04-2018 8,00,000 45.00
Total 25,51,119
----- End of picture text -----

2. Anand Jeetmal Parekh

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 75,11,220
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 7,51,122 -
Warrant Conversion 14-02-2017 4,00,000 45.00
Warrant Conversion 14-10-2017 5,00,000 45.00
Warrant Conversion 30-04-2018 8,00,000 45.00
Total 24,51,122
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3. Jeetmal Bhoorchand Parekh

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

Date of Acquisition / Number of Shares Price (Rs. Per
Nature of Transaction Disposal Acquired Share)
Balance on 31/03/2011 - 64,44,810
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 6,44,481 -
Warrant Conversion 14-02-2017 3,50,000 45.00
Warrant Conversion 14-10-2017 5,00,000 45.00
Warrant Conversion 30-04-2018 2,50,000 45.00
Total 17,44,481
----- End of picture text -----

4. Kamladevi Jeetmal Parekh

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 75,65,700
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 7,56,570 -
Total Total 7,56,570
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Mahalaxmi Rubtech Limited- Letter of Offer

5. Ratna Rahul Parekh

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 30,90,750
Open Market Purchases 03-02-2015 38,000 3.55
Open Market Purchases 04-02-2015 17,525 3.88
Open Market Purchases 16-02-2015 10,743 3.52
Open Market Purchases 18-02-2015 49,646 3.58
Open Market Purchases 18-02-2015 65,414 3.60
Open Market Purchases 09-03-2015 94,107 3.47
Open Market Purchases 10-03-2015 65,342 3.71
Open Market Purchases 24-03-2015 46,873 3.70
Open Market Purchases 25-03-2015 62,808 3.66
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 3,54,120 -
Open Market Purchases 05-03-2020 2,000 39.00
Total 3,56,120
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6. Rahul Calchem Pvt Ltd

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 28,61,000
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 2,86,100 -
Total 2,86,100
----- End of picture text -----

7. Mahalaxmi Calchem Private Limited

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 17,00,000
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 05-11-2015 1,70,000 -
Open Market Purchases 05-01-2016 10,604 45.60
Open Market Purchases 06-01-2016 3,221 45.75
Open Market Purchases 07-01-2016 4,010 43.45
Open Market Purchases 08-01-2016 3,855 45.00
Open Market Purchases 18-02-2016 1,062 34.89
Open Market Purchases 19-02-2016 559 34.90
Open Market Purchases 23-02-2016 1,500 33.60
Open Market Purchases 24-02-2016 5,399 33.67
Open Market Purchases 29-02-2016 4,574 33.79
Open Market Purchases 01-03-2016 3,700 33.59
Open Market Purchases 02-03-2016 3,702 34.39
Open Market Purchases 03-03-2016 2,848 35.10
Open Market Purchases 04-03-2016 8,286 34.91
Open Market Purchases 09-03-2016 4,704 34.26
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Mahalaxmi Rubtech Limited- Letter of Offer

Open Market Purchases 10-03-2016 5,466 34.90	Open Market Purchases 10-03-2016 5,466 34.90	Open Market Purchases 10-03-2016 5,466 34.90	Open Market Purchases 10-03-2016 5,466 34.90
	Total	2,33,490

8. Jeetmal Bhoorchand HUF

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 18,03,750
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 1,80,375 -
Total 1,80,375
----- End of picture text -----

9. Mamta Jain

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 15,92,380
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 1,59,238 -
Total 1,59,238
----- End of picture text -----

10. Jeetmal Rahulkumar HUF

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 12,77,500
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 1,27,750 -
Total 1,27,750
----- End of picture text -----

11. Anand Chem Industries Private Limited

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs. Per
Disposal Acquired Share)
Balance on 31/03/2011 - 12,31,000
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 1,23,100 -
Open Market Purchases 11-01-2016 1,387 47.90
Open Market Purchases 12-01-2016 2,130 48.20
Open Market Purchases 20-01-2016 1,670 39.41
Open Market Purchases 21-01-2016 2,475 40.40
Total 1,30,762
----- End of picture text -----

12. Heena Agriculture Pvt Ltd

Nature of Transaction	Date of Acquisition / Disposal	Number of Shares Acquired	Price (Rs. Per Share)
Balance on 31/03/2011	-	9,48,750
Consolidation of face value from Re. 1 per share to Rs. 10 per share

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Mahalaxmi Rubtech Limited- Letter of Offer

After Consolidation 94,875 -	After Consolidation 94,875 -	After Consolidation 94,875 -	After Consolidation 94,875 -
	Total	94,875

13. Sonnet Colours Pvt Ltd

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs.
Disposal Acquired Per Share)
Balance on 31/03/2011 - 4,56,250
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 45,625 -
Total 45,625
----- End of picture text -----

14. Ashita Mercantile Private Limited

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

Nature of Transaction Date of Acquisition / Number of Shares Price (Rs. Per
Disposal Acquired Share)
Balance on 31/03/2011 - 3,31,250
Consolidation of face value from Re. 1 per share to Rs. 10 per share
After Consolidation 33,125 -
Total 33,125
----- End of picture text -----

• 6.8 Details of Transactions – Purchase / Sale / Transfer undertaken by persons referred to in (6.5) above during the period of last six months preceding the date of board meeting at which the buyback was approved upto the date of the notice – Nil.

• 6.9 Further, the Promoter and Promoter Group members of the Company confirm that they have not purchased any Equity Shares of the Company from the Date of Buyback till the date of this Letter of Offer.

• 6.10 The proposed Buyback will be made to the existing shareholders, including Promoters, Promoter Group and Persons Acting in concert (such shareholders herein after collectively referred to as “ Persons in Control ”) as on the Record Date. Persons in Control and will include such persons as have been disclosed under the filings made by the Company from time to time under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (“ SEBI Takeover Regulations ”).

• 6.11 Pursuant to the proposed Buyback and depending on the response to the Buyback, the Voting Rights of the Promoter and Promoter Group in the Company may increase or decrease from their existing shareholding and Voting Rights in the Company. The Promoter and Promoter Group of the Company are already in control over the Company and therefore such further increase or decrease in Voting Rights of the Promoter and Promoter Group will not result in any change in control over the Company.

• 6.12 The Promoter and Promoter Group of the Company has undertaken that in case there is an increase in their voting rights beyond 75% of the paid up capital of the Company post Buyback, necessary steps will be taken to reduce their shareholding in accordance with the provisions contained under Rule 19A of the Securities Contract (Regulation) Rules, 1957, so that the Company is in due compliance of the

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Mahalaxmi Rubtech Limited- Letter of Offer

Minimum Public Shareholding (“ MPS ”) requirement. The Company and the Promoter and Promoter Group of the Company have undertaken to comply with the MPS requirements even after the Buyback.

• 6.13 The Board of Directors of the Company have confirmed that there are no defaults subsisting in the repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks.

• 6.14 All the Equity Shares which the Company proposes to Buyback are fully paid up.

• 6.15 The Company as per provisions of Section 68(8) of the Act, shall not make further issue of the same kind of equity shares or other specified securities within a period of 6 (six) months after the completion of the Buyback except by way of bonus shares or equity shares issued to discharge subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion preference shares or debentures into equity shares. Further, as per Regulation 24(i)(b) of Buyback Regulations the Company shall not issue any shares or other specified securities including by way of bonus till the date of expiry of buyback period.

• 6.16 The Company shall not raise further capital for a period of six months from the expiry of the Buyback Period except in discharge of its subsisting obligations. For the purposes of the present Buyback, the expression “Buyback Period” means the period between the Date of Buyback and the date on which the payment of consideration to shareholders who have accepted the Buyback Offer is made.

• 6.17 The Equity Shares bought back by the Company will be compulsorily cancelled and will not be held for reissuance.

• 6.18 The Company shall not withdraw the Buyback after the draft letter of offer is filed with SEBI or the public announcement of the offer to Buyback is made.

• 6.19 The Company shall not Buyback locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferable.

• 6.20 Further, the Company will not accept shares tendered for Buyback which under restraint order of the court for transfer /sale and/or the title in respect of which is otherwise under dispute or where loss of share certificates has been notified to the Company and the duplicate share certificate have not been issued either due to such request being under process as per the provisions of law or otherwise.

• 6.21 The Company shall not Buyback its Equity Shares from any person through negotiated deal whether on or off the stock exchanges or through spot transactions or through any private arrangement.

• 6.22 The Company shall not directly or indirectly purchase its own equity shares through (i) any subsidiary company including its own subsidiary companies or; (ii) through any investment company or group of investment companies.

• 6.23 The funds borrowed from banks and financial institutions will not be used for the Buyback Offer.

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Mahalaxmi Rubtech Limited- Letter of Offer

• 6.24 The ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up equity share capital and free reserves after the Buyback Offer.

• 6.25 The Company shall not make any offer of buyback within a period of 1 (one) year reckoned from the date of expiry of the Buyback Period of the current Buyback Offer.

• 6.26 The Company confirms it is in compliance with Sections 92, 123, 127 and 129 of the Act.

7. AUTHORITY FOR THE BUYBACK

Pursuant to Sections 68, 69 and 70 and other applicable provisions of the Act, the SEBI Buyback Regulations and in terms of Article 15 of the Articles of Association of the Company, the Buyback through a tender offer route has been duly authorized by the resolution passed by the Board of Directors of the Company at their meeting held on July 9, 2021 and Shareholders of the Company by postal ballot, results of which were declared on August 13, 2021.

8. NECESSITY OF THE BUYBACK

The Board of Directors of the Company is of the view that the proposed Buyback will help the Company to achieve the following objectives:

(a) The Buyback gives an option to the equity shareholders, who can choose to participate and get cash in lieu of Equity Shares to be accepted under the Buyback or they may choose not to participate thereby and enjoy a resultant increase in their percentage shareholding, post the Buyback, without additional investment; and

• (b) The Buyback would help in improving certain key financial ratios of the Company.

Accordingly, the proposed objectives will be achieved by returning part of surplus cash back to Shareholders through the Buyback process. This may lead to reduction in outstanding Shares, improvement in Earnings per Share and enhanced return on invested capital. Further, the Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations.

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK ON THE COMPANY

• 9.1 The Buyback is not likely to cause any material impact on the profitability / earnings of the Company. Assuming there is full response to the Buyback, the funds deployed by the Company towards the Buyback would be ₹ 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only).

• 9.2 The Buyback is expected to result in overall enhancement of the shareholders’ value and will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations.

• 9.3 The Buyback will not result in a change in control or otherwise affect the existing management structure

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Mahalaxmi Rubtech Limited- Letter of Offer

of the Company.

• 9.4 Consequent to the Buyback and based on the number of Shares bought back from the non-resident shareholders, foreign institutional investors, Indian financial institutions, banks, mutual funds and the public including other bodies corporate, the shareholding pattern of the Company would undergo a change.

• 9.5 The Company confirms that the debt-equity ratio post Buyback will be compliant with the permissible limit of 2:1 prescribed by the Act, even if the response to the Buyback is to the extent of 100% (assuming full acceptance in the Buyback Offer) .

• 9.6 The Persons in Control of the Company have confirmed that they will not deal in the Equity Shares of the Company during the Buyback Period.

• 9.7 Salient financial parameters consequent to the Buyback based on the latest standalone and consolidated audited results as on March 31, 2021 are as under:

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Parameters Standalone Consolidated
Pre- Post- Pre- Post-
Buyback Buyback Buyback Buyback
Networth (₹ in Lacs) 9,403.29 7513.29 9,381.56 7491.56
Return on Networth (%) 6.49 8.12 6.47 8.11
Earnings per Share (₹) 4.58 5.74 4.56 5.72
Book Value per Share (₹) 70.59 70.74 70.43 70.54
P / E as per the latest audited 8.55 6.82 8.59 6.84
financial results []
Total Debt / Equity Ratio 0.41 0.51 0.41 0.51
----- End of picture text -----*

* Pre and Post Buyback Calculations are based on financial numbers as on March 31, 2021. The post Buyback numbers are calculated by reducing the net worth by the proposed buyback amount (assuming full acceptance) without factoring in any impact on the profit & loss account.

1) Net Worth = Equity share capital + other equity

• 2) Return on Net Worth = Net profit for the period / Net Worth

• 3) Total Debt = Borrowings +Current Maturities of long term debt

• 4) Basic EPS = PAT / Number of equity shares outstanding

• 5) Book Value per Share = Net Worth/ Total Outstanding Shares

• 6) Debt Equity Ratio = Total Debt as defined above / Total Net Worth

• $ P/E Ratio based on the closing market price as on March 31, 2021 i.e. ₹ 39.15 (BSE).

• 9.8 Company shall transfer a sum equal to the nominal value of the Equity Shares bought back through the Buyback to the capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited balance sheet.

10. BASIS OF CALCULATING THE BUYBACK PRICE

• 10.1 The Buyback Price has been arrived at after considering various factors, such as closing market price of the equity shares of the Company on BSE for a period of one month preceding July 06, 2021, being

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Mahalaxmi Rubtech Limited- Letter of Offer

the date on which notice for considering board of directors meeting for Buyback was issued (“ Date of Notice of Buyback ”), closing price of the last trading day preceding the Date of Notice of Buyback and the possible impact of the Buyback on the Earnings Per Share ( “EPS” ) and financial ratios of the Company and other relevant considerations.

• 10.2 The Buyback Price per Equity Share represents a premium of 59.27% over the average closing price of the Company’s Equity Shares on BSE for the six months preceding the Date of Notice of Buyback and a premium of 40.77% over the average closing price of the Company’s Equity Shares on BSE for the one month preceding the Date of Notice of Buyback.

• 10.3 The closing price of the Equity Shares on the Date of Notice of Buyback was Rs. 59.45 on BSE. The closing price of the Equity Shares on July 09, 2021, being the date of meeting of the Board of Directors approving the Buyback (“ Date of Board Meeting ”), was Rs. 63.60 on BSE. (Source: www.bseindia.com) .

11. SOURCES OF FUNDS FOR THE BUYBACK

• 11.1 The Equity Shares shall be bought back at a price of ₹ 70/- per Equity Share.

• 11.2 Assuming full acceptance, the funds that would be employed by the Company for the purpose of the Buyback would be upto ₹ 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only).

• 11.3 The Buyback Size of upto ₹ 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) represents 20.10 % and 20.15 % of the fully paid-up Equity Share capital and free reserves as per the latest available audited financial statements of the Company for the financial year ended March 31, 2021, on standalone and consolidated basis, respectively.

• 11.4 The maximum number of Shares to be bought back in the Buyback is 27,00,000 Equity Shares. The number of Shares to be bought back would constitute 20.27% of Equity capital of the Company, as on March 31, 2021.

• 11.5 The Company has confirmed that the funds for the Buyback will be made available from free reserves and/or Share Premium Account and/or cash/ bank and/or cash equivalents/bank balances and/ or internal accruals and/or such other sources or by such mechanisms as may be permitted by Law of the Company.

• 11.6 The Company does not propose raising debt for the Buyback. However, the Company may continue to borrow funds in the ordinary course of its business.

12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN

• 12.1 In accordance with Regulation 9 (xi) of the Buyback Regulations, the Company has opened an Escrow Account in the name and style “ MAHALAXMI RUBTECH LIMITED – BUYBACK SPECIAL A/C ” bearing account number 001105034228 with the Escrow Agent, namely, ICICI BANK LIMITED having its registered office situated at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara, 390 007, Gujarat, India. The Company, the Manager to the Buyback and the Escrow Agent have entered

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Mahalaxmi Rubtech Limited- Letter of Offer

into an Escrow Agreement dated 03[rd] August, 2021 , pursuant to which the Escrow Account in the name and style “Mahalaxmi Rubtech Limited Buyback Escrow A/c” bearing account number 000405128682 has been opened with the Escrow Agent. The Company has deposited Rs. 4,72,50,000 (Rupees Four Crores Seventy Two Lakhs and Fifty Thousand) representing 25% of the Buyback size in the form of cash deposit and Saffron Capital Advisors Private Limited (“Manager to the Buyback”) has been empowered to operate the Escrow Account in accordance with the Regulations.

• 12.2 Mr. Hitesh A Salecha, Partner at Jain Chowdhary & Co., Chartered Accountant (FRN: 113267W), located at C-344, Sumel-11, Nr. Namaskar Circle, Shahibaug, Ahmedabad – 380 004, Gujarat, India; Email: jcc.ahmedabad@gmail.com; having Membership Number: 147413, has certified, vide letter dated July 9, 2021 that the Company has made firm financing arrangements for fulfilling the obligations under the Buyback.

• 12.3 Based on the aforementioned certificate, the Manager to the Buyback confirms that it is satisfied that firm arrangements for fulfilling the obligations under the Buyback are in place and that the Company has the ability to implement the Buyback in accordance with the Buyback Regulations.

13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

• 13.1 The present capital structure is as follows:

(INR)

Particulars Pre-Buyback	Particulars Pre-Buyback
Authorised Share Capital
- 2,50,00,000 EquityShares of₹10 each 25,00,00,000
Issued, Subscribed and Paid-up Share Capital
- 1,33,20,275 EquityShares of₹10 each	13,32,02,750

• 13.2 Assuming response to the Buyback is to the extent of 100% (Full Acceptance), the paid-up Equity Share Capital of the Company pre-Buyback and post-Buyback would be as follows:

		(INR)
Particulars	Pre-Buyback	Post-Buyback
Issued, Subscribed and Paid- up Equity Share Capital	13,32,02,750 (comprising of 1,33,20,275 fully paid-up Equity Shares of face value₹ 10 each)	10,62,02,750 (comprising of 1,06,20,275 fully paid-up Equity Shares of face value₹ 10 each)

• 13.3 The Company confirms that there are no partly paid up Shares or outstanding instruments convertible into equity shares or preference shares as on the date of this Letter of Offer.

• 13.4 The shareholding pattern of the Company Pre - Buyback as well as the post Buyback shareholding is as follows:

Category of Shareholder	No. of Shares Pre – Buyback	% to the existing Equity	$$No. of Shares -Post Buyback	% to the existing Equity Share

Mahalaxmi Rubtech Limited- Letter of Offer

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

Share capital
capital
Shareholding of Promoter / 96,43,733 72.40 73,48,733 69.20
Promoter Group (“Persons in
Control of the Company”)
Foreign Investors (including 26,452 0.20
Non-Resident Indians / FIIs/
Foreign Nationals/ Foreign
Corporate Bodies)
Financial Institutions /Banks 7,925 0.06 32,71,542 30.80
& Mutual Funds/ Insurance
Co.
Others (Individuals, Bodies 36,42,165 27.34
Corporate, Employees, etc.)
Total 1,33,20,275 100 1,06,20,275 100
----- End of picture text -----

$$ Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders of the Equity Shares up to their Buyback Entitlement.

$$ Promoter and Promoter Group may participate to the extent of 91,50,752 Equity Shares in the Buyback Offer. In case the shareholding of the Promoter and Promoter Group exceeds the maximum permissible Non-Public Shareholding of the post Buyback Paid up Capital of the Company, the promoter group shall take all necessary steps to reduce the excess shareholding within the permissible time limits.

• 13.5 The Buyback will be implemented from the existing shareholders, including Persons in Control of the Company. None of the Persons in Control of the Company will transact in the Shares of the Company during the period of the Buyback.

• 13.6 Company confirms that there is no pending scheme of amalgamation or compromise or arrangement pursuant to any provisions of the Act.

14. BRIEF INFORMATION OF THE COMPANY

14.1 History of the Company

• 14.1.1 Our Company was originally incorporated as Mahalaxmi Rubtech Limited in Ahmedabad on September 25, 1991 as a public limited company under the Companies Act, 1956, and was granted the certificate of incorporation by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli at Ahmedabad. Our Company received the certificate for commencement of business on December 27, 1991. The Corporate Identification Number of the Company is L25190GJ1991PLC016327.

The Registered Office of the Company is located at 47, New Cloth Market, Ahmedabad - 380002, Gujarat, India and the Corporate office of the Company is located at Mahalaxmi House, Ysl Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, India .

• 14.1.2 The Equity Shares of the Company are currently listed on only BSE (Code: 514450, MHLXMIRU).

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Mahalaxmi Rubtech Limited- Letter of Offer

The ISIN of the Equity Shares is INE112D01035.

• 14.1.3 Company has not made any buyback of its Equity Shares in last three years.

• 14.1.4 Our Company made the initial public issue of 38,99,100 equity shares of ₹ 10 each for cash at par in the year 1994. Out of the same 20,60,000 equity shares aggregating ₹ 206 Lacs, we allotted to the Promoters of our Company and balance 18,39,100 to the public aggregating ₹ 183.91 lacs. Through this issue, the equity shares of our Company were listed on Ahmedabad Stock Exchange Limited (“ ASEL ”) as well as on Bombay Stock Exchange Limited (“ BSE ”). These shares were listed on ASEL and BSE on November 28, 1994. Our Company’s shares were delisted from ASEL w.e.f December 22, 2006.

14.2 Business Overview

• 14.2.1 Company is engaged in the manufacturing and marketing of product falling under the category/segment of Traditional Textile and Technical Textile. For further details about the business activities of the Company kindly refer to its website www.mrtglobal.com.

• 14.2.2 The total income of the Company for the financial years ended March 31, 2019-2021 was, ₹ 18,665.01 Lacs, ₹ 18,111.19 Lacs, ₹ 13,937.68 Lacs (Standalone basis) and ₹ 18,801.90 Lacs, ₹ 18,199.81 Lacs and ₹ 14,113.94 Lacs (Consolidated basis) respectively. Net profit/(loss) after Tax of the Company for the financial years ended March 31, 2019-2021 was ₹ 493.16 Lacs, ₹ 481.66 Lacs, ₹ 610.04 Lacs (Standalone basis) and ₹ 496.01 Lacs, ₹ 459.84 Lacs, ₹ 607.43 Lacs (Consolidated basis) respectively. (Source: Audited financials for the financial years 2018-20 available on www.bseindia.com)

14.3 Details of changes in Management

There has been no change in management of the Company.

14.4 Consolidation and Restructuring

There have been no instances of mergers/amalgamations or corporate restructuring in the Company except the following:-

We acquired ‘Mahalaxmi Fabric Mills Private Limited’ and amalgamated the same with our Company w.e.f. Appointed Date - April 1, 2007, pursuant to the Scheme of Amalgamation approved by Hon’ble High Court of Gujarat in the year 2008-09 for a consideration of 43 Equity Shares of 10 each against 1 equity share of 100 each of Mahalaxmi Fabric Mills Private Limited to the shareholders of MFMPL, whereby the assets and liabilities of MFMPL were transferred in our books of accounts. Mahalaxmi Fabric Mills Private Limited had a processing unit at Narol, Ahmedabad since 1978 and the same has been absorbed as a separate unit in textile division after the said amalgamation.

14.5 Capital Built-up of the Equity Share Capital

Date of the allotment of Equity Shares	No. of Equity Shares	Face Value (₹)	Issue Price	Nature of	Reasons for allotment	Cumulative no. of Equity	Cumulati ve paid-	Cumulati ve Securities Premium
			(₹)	consider		Shares	up Equity
				ation-			Capital

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Mahalaxmi Rubtech Limited- Letter of Offer

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

Cash/Ot (in ₹ ) ( ₹ )
her than
Cash
Incorporation 70 10 10 Cash Subscribers to 70 700 0
Memorandum
27-01-1992 199930 10 10 Cash Further Allotment 200000 2000000 0
08-02-1992 40000 10 10 Cash Further Allotment 240000 2400000 0
09-11-1994 3899100 10 10 Cash Allotment in the 4139100 41391000 0
IPO
01-05-2007 1034775 10 - Capitalisat Bonus in the ratio 5173875 51738750 0
ion of of 1:4
Reserve &
Surplus
20-01-2009 3646400 10 - Other than Allotment pursuant 8820275 88202750 0
Cash to scheme of
Amalgamation of
Mahalaxmi Fabric
Mills Pvt Ltd
approved by H.C.
of Gujarat.
13-08-2010 79382475 1 - Split Split (10:1) 88202750 88202750 0
30-09-2015 -79382475 10 - Consolidati Consolidation 8820275 88202750 0
on (1:10)
14-02-2017 1150000 10 45 Cash Conversion of 9970275 99702750 40250000
Warrant
14-10-2017 1500000 10 45 Cash Conversion of 11470275 114702750 92750000
Warrant
30-04-2018 1850000 10 45 Cash Conversion of 13320275 133202750 157500000
Warrant
----- End of picture text -----*

Note: *Issue Price of Rs. 10 per share in an IPO of our company during the year 1994.

14.6 The Details of the Board of Directors of the Company are as follows:

Sr. No.	Name of the Director/Age/DIN/ Address/Occupation	Tenure	Educational Details PAN	Educational Details PAN	Date of Appointment Other Directorships	Date of Appointment Other Directorships
1	Jeetmal Bhoorchand Parekh DOB:07-07-1943 DIN:00512415	Appointed on August 27, 1993 as additional Director. Confirmed in the AGM	B. Com.	ABAPP0657R	27-08-1993	1. Anand Chem Industries Pvt Ltd. 2. Mahalaxmi Calchem Private Limited. 3. Heena Agriculture Private Limited

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Mahalaxmi Rubtech Limited- Letter of Offer

Sr. No.	Name of the Director/Age/DIN/ Address/Occupation	Tenure	Educational Details PAN	Educational Details PAN	Date of Appointment Other Directorships	Date of Appointment Other Directorships
	Address: Kamal Jeet - Sujan Bunglow, Hasunagar Co. Op. Society, Ambawadi, Ahmedabad - 380015, Gujarat, India. Occupation:Business	dated September 27, 1993. Term of Office: Liable to retire by rotation				4. Rainbow Exports Pvt Ltd. 5. Globale Tessile Private Limited. 6. Mahalaxmi Exports Private Limited
2	Rahul Jeetmal Parekh DOB:27-04-1972 DIN: 00500328 Address: Kamal Jeet - Sujan Bunglow, Hasunagar Co. Op. Society, Ambawadi, Ahmedabad - 380015, Gujarat, India Occupation:Business	Appointed on July 05, 1995 as additional director. Confirmed in the AGM dated September 29, 1995. Term of Office: From August 10, 2017 to August 09, 2022	Master of Science	ABAPP0659B	05-07-1995	1. Anand Chem Industries Pvt Ltd. 2. Mahalaxmi Calchem Private Limited. 3. Heena Agriculture Private Limited. 4. Rahul Calchem Pvt Ltd. 5. Rainbow Exports Pvt Ltd. 6. Sonnet Colours Pvt Ltd. 7.Ashita Mercantile Private Limited. 8. Globale Tessile Private Limited. 9. Mahalaxmi Exports Private Limited.
3	Anand Jeetmal Parekh DOB:07-06-1976 DIN: 00500384 Address: 904, Elegance Tower, Opp. Excise Chowky, Ambawadi, Ahmedabad - 380015, Gujarat, India Occupation: Business	Appointed on November 19, 2008 as additional director. Confirmed in the AGM dated September 16, 2009. Term of Office: From October 01, 2018 to September	Chartered Accountant	ABCPP4814C	19-11-2008	1. Anand Chem Industries Pvt Ltd. 2. Rahul Calchem Private Limited. 3. Sonnet Colours Pvt Ltd. 4. Mahalaxmi Exports Private Limited.

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Mahalaxmi Rubtech Limited- Letter of Offer

==> picture [526 x 629] intentionally omitted <==

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

Date of
Name of the
Sr. Director/Age/DIN/ Tenure Educational PAN Appointment Other Directorships
No. Details
Address/Occupation
30, 2023.
4 Sangita Shingi Appointed
on March 31,
DOB : 05-08-1970 2016 as
additional
DIN : 06999605 director.
Confirmed in
Address: D-32, Goyal the AGM
Complex, Vastrapur, dated
Ahmedabad - 380054, September
Gujarat, India 29, 2016. B.Com, 1. Mudra Finvest (Gujarat)
Occupation: Business Term of Diploma in ALRPS3741G 31-03-2016 Limited.
Insurance 2. Ahmedabadcity Com
Office:
India Limited.
Reappointed
for term of 5
Years
From March
31, 2021 to
March 30,
2026 in AGM
dated
November
07, 2020.
5 Balveermal Singhvi Appointed
on April 01,
DOB: 15-04-1949 2021 as
additional
DIN: 05321014 director.
B.Com,
Subject to be
Address : B-901 Confirmed in Diploma In 1. Riddhi Siddhi Gluco Biols
Sundervan Epitome, Upcoming Cost And ARQPS1325P 01-04-2021 Limited.
Opp. Star Bazar, Near AGM for a Works 2. Param Jewels Private
Jodhpur Cross Road, term of 5 Account Limited.
years.
Satellite, Ahmedabad,
Gujarat, India
Occupation : Financial
Consultant
6 Prinsa Prajapati Appointed B.Com,
on May 31, CNJPP7496K
M.Com, 31-05-2021 -
DOB: 03-11-1990 2021 as
Chartered
additional
----- End of picture text -----

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Mahalaxmi Rubtech Limited- Letter of Offer

Sr. No.	Name of the Director/Age/DIN/ Address/Occupation	Tenure	Educational Details PAN	Educational Details PAN	Date of Appointment Other Directorships	Date of Appointment Other Directorships
	DIN:09185859 Address: 14, Shreeji Society, B/H. Thakkar Vadi, Anand - 388001 Gujarat, India Occupation: Professional	director. Subject to be Confirmed in Upcoming AGM for a term of 1 year.	Accountant

$ as per details available on website www.mca.gov.in

14.7 Details of changes in the Board of Directors during last three years

The following changes have taken place in the Board of Directors of our Company during the last three years:

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

Name of the Director Date of Date of Cessation Remarks
Appointment of Directorship
Chiragbhai Yogeshbhai Shah 12-08-2019 - Appointment as Non-Executive Independent
Director (Additional Director)
Nirmal Dilip Desai 12-08-2019 - Appointment as Non-Executive Independent
Director (Additional Director)
Chiragbhai Yogeshbhai Shah 30-09-2019 - Regularisation as Non-Executive Independent
Director
Nirmal Dilip Desai 30-09-2019 - Regularisation as Non-Executive Independent
Director
Nehal Mayurbhai Shah - 28-09-2019 Retirement upon completion of tenure
Malav Jitendra Ajmera - 28-09-2019 Retirement upon completion of tenure
Balveermal Kewalmal Singhvi 01-04-2021 - Appointment as Non-Executive Independent
Director (Additional Director)
Chiragbhai Yogeshbhai Shah - 01-04-2021 Due to Non-Registration on IICA Portal
Nirmal Dilip Desai - 01-04-2021 Due to Non-Registration on IICA Portal
Prinsaben Prajapati 31-05-2021 - Appointment as Non-Executive Independent
Director (Additional Director)
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15. FINANCIAL INFORMATION ABOUT THE COMPANY

On a standalone basis

The salient features of financial information of the Company, as extracted from the audited results for the last three financial years is detailed below:

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Mahalaxmi Rubtech Limited- Letter of Offer

(₹ in Lacs )

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

Key Financials For the financial years ended
March 31, 2021 March 31, 2020 March 31, 2019
Total Income 13937.68 18111.19 18665.01
Total Expense (excluding Interest,
11,934.20 16338.88 16943.25
Depreciation and Tax)
Interest 280.14 144.38 173.47
Depreciation 939.59 1005.59 933.61
Profit before tax 783.76 622.34 614.69
Provision for tax (including Deferred Tax) 173.72 140.68 121.53
Profit /(Loss) after tax 610.04 481.66 493.16
Equity share capital 1332.03 1332.03 1332.03
Reserves & Surplus 8071.26 7477.16 6972.81
Networth 9403.29 8809.19 8304.84
Total debt 3832.55 3339.45 3464.08
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Key Ratios For the financial years ended
March 31, 2021 March 31, 2020 March 31, 2019
No. of shares (as at end of the period) 1,33,20,275 1,33,20,275 1,33,20,275
Book value (₹) 70.59 66.13 62.35
Return on Net Worth excluding revaluation
6.49 5.47 5.94
reserves and capital reserves (%)
Earnings Per Share (₹) 4.58 3.62 3.70
Debt / Equity Ratio 0.41 0.38 0.42
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On a consolidated basis

The salient features of financial information of the Company, as extracted from the audited results for the last three financial years is detailed below:

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

(₹ in Lacs )
Key Financials For the financial years ended
March 31, 2021 March 31, 2020 March 31, 2019
Total Income 14113.94 18199.81 18801.9
Total Expense (excluding Interest,
12,110.10 16449.08 17071.94
Depreciation and Tax)
Interest 284.78 151.09 177.85
Depreciation 939.59 1005.59 933.61
Profit before tax 779.48 594.05 618.49
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Mahalaxmi Rubtech Limited- Letter of Offer

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

Provision for tax (including Deferred Tax) 172.05 134.21 122.48
Profit /(Loss) after tax 607.43 459.84 496.01
Equity share capital 1332.03 1332.03 1332.03
Reserves & Surplus 8049.54 7458.04 6975.51
Networth 9381.57 8790.07 8307.54
Total debt 3834.80 3339.65 3464.18
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Key Ratios For the financial years ended
March 31, 2021 March 31, 2020 March 31, 2019
No. of shares (as at end of the period) 1,33,20,275 1,33,20,275 1,33,20,275
Book value (₹) 70.43 65.99 62.37
Return on Net Worth excluding revaluation
6.47 5.23 5.97
reserves and capital reserves (%)
Earnings Per Share (₹) 4.56 3.44 3.72
Debt / Equity Ratio 0.41 0.38 0.42
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The key ratios have been computed as below:
Key Ratios Basis
Earnings per Share – Basic (₹) Net Profit attributable to equity shareholders / Weighted average
number of Shares outstanding during the year
Book value per Share (₹) (Paid up Equity Share Capital + Reserve & Surplus) / No of Equity
Shares at the end of the year
Return on Net Worth excluding revaluation Net Profit After Tax / (Paid up Equity Share Capital + Reserve &
reserves (%) Surplus)
Debt-Equity Ratio Total Debt / (Paid up Equity Share Capital + Reserve & Surplus)
----- End of picture text -----

The Company shall comply with the SEBI Takeover Regulations wherever and if applicable. The Company hereby declares that it has complied with sections 68, 69 and 70 of the Companies Act, 2013, as amended and will comply with Regulation 23 of the SEBI Buyback Regulations, as and when applicable.

16. STOCK MARKET DATA

The Equity Shares of the Company are currently listed on BSE only. The high, low and average market prices in preceding three financial years (April to March periods) and the monthly high, low and average market prices for the six months preceding the date of Public Announcement and the corresponding volumes on BSE are as follows:

BSE

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Mahalaxmi Rubtech Limited- Letter of Offer

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

Period High Date of No. of Low Date No. of Averag Total
( ₹ ) High Shares ( ₹ ) of Low Shares e Volume
traded on traded on Price# traded in
that date that date the period
PRECEDING THREE FINANCIAL YEARS (F.Y.)
FY 2020-21 51.15 Jan 11, 73,323 23.40 May 26, 298 37.28 1142436
2021 2020
FY 2019-20 41.50 May 09, 428 26.60 March 25, 1336 34.05 437318
2019 2020
FY 2018-19 53.45 September 20686 38.75 March 22, 975 46.10 521498
06, 2018 2019
PRECEDING SIX MONTHS
July 2021 68.75 July 13, 150850 47.90 July 1, 8310 58.33 1114648
2021 2021
June 2021 51.35 June 1, 38335 48.25 June 18, 7861 49.80 277329
2021 2021
May 2021 51.10 May 25, 32925 37.60 May 1552 44.35 227752
2021 3,2021
April 2021 39.90 April 29, 1009 34.95 April 12, 8224 37.43 47495
2021 2021
March 2021 42.20 March 23, 1091 39.15 March 31, 1275 40.68 61237
2021 2021
February 44.80 February 4871 40.30 February 11545 42.55 132708
2021 4, 2021 10, 2021
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(Source: www.bseindia.com)

*Based on closing price

#Arithmetic average of Closing prices of all trading days during the said period

THE CLOSING MARKET PRICE OF THE EQUITY SHARES OF THE COMPANY:

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

Event Date BSE
Notice of the Board Meeting convened to consider the Buy-back July 06, 2021 59.45
One Trading Day post-Notice of Board Meeting July 07, 2021 56.90
One Trading Day prior to Board Meeting July 08, 2021 57.85
Board Meeting date July 09, 2021 63.60
One Trading Day Post-Board Meeting July 12, 2021 64.90
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(Source: www.bseindia.com)

17. DETAILS OF THE STATUTORY APPROVALS

17.1 The Buyback is subject to the receipt of approval from the Reserve Bank of India (“ RBI ”), if any, for acquiring Shares validly tendered in the Buyback from Non-Resident Indians (“ NRI ”) and erstwhile Overseas Corporate Bodies (“ OCB ”). The Company, if required, will make necessary applications to

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Mahalaxmi Rubtech Limited- Letter of Offer

RBI to obtain the requisite approvals on behalf of the shareholders in respect of whom such prior RBI approval may be required. The Company will have the right to make payment to the shareholders in respect of whom no prior RBI approval is required. It shall not accept Shares from the shareholders, in respect of whom prior RBI approval is required, in the event the aforesaid RBI approval is refused.

• 17.2 The Company has the option to make payment to the shareholders in respect of whom no RBI approval is required who have validly tendered their Shares in the Buyback as per the basis of acceptance (if any). In case of delay in receipt of the RBI approval, after the receipt of RBI approval, the payment shall be made to the shareholders in respect of whom prior RBI approval is required.

• 17.3 As of date, there is no other statutory or regulatory approval required to implement the Buyback, other than that indicated above. If any statutory or regulatory approval becomes applicable subsequently, the Buyback will be subject to such statutory or regulatory approvals. In the event that the receipt of the statutory / regulatory approvals are delayed, changes to the proposed timetable, if any, shall be intimated to the Stock Exchange, and hence made available for the benefit of Shareholders.

18. DETAILS OF REGISTRAR TO THE BUYBACK AND COLLECTION CENTRES

REGISTRAR TO THE BUYBACK

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Cameo Corporate Services Limited CIN : U67120TN1998PLC041613 “Subramanian Building”, No.1, Club House Road, Chennai – 600 002, Tamilnadu, India Tel : +91 44 4002 0700/ 4002 0741 / 40020706; Fax : +91 44 2846 0129 Email : priya@cameoindia.com Website : www.cameoindia.com SEBI Registration : INR000003753 Contact Person : Ms. Sreepriya. K

Shareholders residing at a location where there is no collection centre, should send the Tender Form, TRS generated by the exchange bidding system and other relevant documents to the Registrar to the Buyback at its Chennai office by mode mentioned herein below.

Collection Centres

The Tender Form can be submitted on any working day during the period of the Buyback Offer i.e. Wednesday, September 29, 2021 to Tuesday, October 12, 2021 ), (both the days inclusive), except Saturdays, Sundays & Public Holidays, at the below mentioned address between 10 A.M. to 5 P.M.:

Cameo Corporate Services Limited

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Mahalaxmi Rubtech Limited- Letter of Offer

CIN : U67120TN1998PLC041613

“Subramanian Building”, No.1, Club House Road, Chennai – 600 002, Tamilnadu, India Tel : +91 44 4002 0700 / 4002 0741 / 40020706; Fax : +91 44 2846 0129 Email : priya@cameoindia.com Website : www.cameoindia.com SEBI Registration : INR000003753 Contact Person : Ms. Sreepriya. K

Note: Shareholders can also send the Tender Form by courier/speed post/registered post so as to reach Registrar to Buyback, Chennai, by superscribing the envelope as “Mahalaxmi Rubtech Limited - Buyback Offer”. The Tender Form should reach Registrar to Buyback before 5 P.M. on Friday, October 15, 2021 ), failing which the same will be rejected.

19. ENTITLEMENT RATIO AND BASIS OF ACCEPTANCE OF SHARES

• 19.1.1 The Company proposes to buyback up to maximum of 27,00,000 fully paid up Equity Shares of face value ₹ 10/- each, from the Existing Shareholder(s)/Beneficial owner(s) of Equity Shares of the Company through the Tender Offer Route in accordance with Sections 68, 69 and 70 and other applicable provisions of the Companies Act, 2013 and the SEBI Buyback Regulations, as amended, at a price of ₹ 70/- per Share payable in cash for an aggregate amount of ₹ 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) . The Buyback Size represents 20.10 % and 20.15 % of the fully paid-up Equity Share capital and free reserves as per the latest available audited financial statements of the Company for the financial year ended March 31, 2021, on standalone and consolidated basis, respectively. The maximum number of Equity Shares proposed to be bought back is 27,00,000 Equity Shares of face value ₹ 10/- each, being 20.27% of the total paid up Equity Capital of the Company.

• 19.1.2 The Promoters / Promoter Group / Persons in Control do intend to offer a maximum of 91,50,752 Equity Shares under the proposed Buyback. The aggregate shareholding of the Promoters is 96,43,733 Equity Shares of face value ₹ 10/- each out of total 1,33,20,275 Equity Shares of face value ₹ 10 each i.e. 72.40% of the existing Equity Share capital of the Company. Assuming response to the Buyback is to the extent of 100% (Full Acceptance), the Voting Rights of the Promoter and Promoter Group in the Company may increase or decrease from their existing shareholding and Voting Rights in the Company.

19.1.3 RECORD DATE AND RATIO OF BUYBACK AS PER THE ENTITLEMENT IN EACH CATEGORY

• 19.1.3.1 The Buyback Committee in their meeting held on August 14, 2021 announced, August 27, 2021 as Record Date for the purpose of determining the entitlement and the names of the shareholders, who are eligible to participate in the proposed Buyback Offer.

• 19.1.3.2 The Shares to be bought back as a part of this offer is divided in to two categories:-

• (a) Reserved category for Small Shareholders, and

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Mahalaxmi Rubtech Limited- Letter of Offer

(b) The General Category for other shareholders

As defined in the SEBI Buyback Regulations, Small Shareholder means a shareholder of a listed company, who holds Shares whose market value, on the basis of closing price on the recognized stock exchange registering the highest trading volume, as on Record Date, is not more than rupees two lacs. As on Record Date, the closing price on BSE, was ₹ 63.35. Accordingly, all Shareholders holding not more 3,157 than Equity Shares as on the Record Date are classified as ‘Small Shareholders’ for the purpose of the Buyback Offer.

• 19.1.3.3 Based on the above definition, there are Small Shareholders in the Company with aggregate shareholding of 11,82,728 Shares, as on Record Date, which constitutes 8.88% of the outstanding number of Equity Shares of the Company and 43.80% of the number of Equity Shares which the Company proposes to buyback as a part of this Offer.

• 19.1.3.4 The entitlement of Small Shareholders as on Record Date in proportion to the total paid up capital of the Company is 2,49,210 equity shares [(11,82,728 /1,28,27,294)*27,00,000]

• 19.1.3.5 The number of equity shares offered for Small Shareholders in the Buyback Offer is 4,05,000 being 15% of 27,00,000 which is the total number of shares proposed to bought back.

• 19.1.3.6 In compliance with Regulation 6 of the SEBI Regulations, the reservation for the Small Shareholders, WILL BE HIGHER OF :-

• i) Fifteen percent of the number of securities which the company proposes to Buyback i.e. 15% of 27,00,000 Equity Shares which works out to 4,05,000 Equity Shares or

• ii) The number of securities entitled as per their shareholding as on Record Date [(11,82,728 /1,28,27,294)27,00,000] which works out to be 2,49,210* Equity Shares.

• 19.1.3.7 All the outstanding Equity Shares have been used for computing the Buyback Entitlement of Small Shareholders since the Promoter and Promoter Group also intends to participate in the Buyback Offer.

• 19.1.3.8 Based on the above and in accordance with Regulation 6 of the Buyback Regulations 4,05,000, Equity Shares being higher of i) and ii) of point 19.1.3.6 above, have been reserved for Small Shareholders (“Reserved Buyback Size for Small Shareholders”).

• 19.1.3.9 Accordingly, General Category for Other Shareholders shall consist of 22,95,000 Shares (“ Balance Buyback Size ”).

• 19.1.3.10 Based on the above entitlements, the ratio of Buyback for both categories is decided as below:

Category of Shareholders Ratio of Buyback	Category of Shareholders Ratio of Buyback
Reserved category for Small Shareholders	25 Equity shares out of every 73 fully paid up Equityshares held on the Record date

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Mahalaxmi Rubtech Limited- Letter of Offer

General category of other shareholders

14 Equity shares out of every 71 fully paid up Equity shares held on the Record date

19.1.3.11 FRACTIONAL ENTITLEMENTS

19.1.3.11.1 Reserved category for Small Shareholders :

The entitlement of Small Shareholders shall be computed by applying the ratios mentioned in point# 19.1.3.10 to the total number of Equity Shares held by them on the Record Date. Any fractional component of their entitlement shall be ignored for computation of their entitlement to tender Shares in Buyback Offer. On account of ignoring the fractional entitlement, those Small Shareholders who hold 1 (One) Equity Share as on the Record Date and are therefore entitled to tender zero Equity Shares in the Buyback Offer will be dispatched a Tender Form with zero entitlement. However, such Small Shareholders shall be entitled to tender their Equity Shares by way of additional Equity Shares as part of the Buyback Offer, and will be given preference in the Acceptance of one Equity Share.

19.1.3.11.2 General Category of other Shareholders :

The entitlement of General Category Shareholders shall be computed by applying the ratios mentioned in point# 19.1.3.10 on the total number of Equity Shares held by them on the Record Date. Any fractional entitlement of their entitlement shall be ignored for computation of entitlement in Buyback Offer.

19.1.4 BASIS OF ACCEPTANCE OF SHARES

Basis of Acceptance of Shares validly tendered in the Reserved Category for Small Shareholders:

Subject to the provisions contained in the Letter of Offer, the Company will accept the Equity Shares tendered in the Buyback Offer by the Small Shareholders in the Reserved Category in the following order of priority:

• 19.1.4.1 Full Acceptance of Equity Shares from Small Shareholders in the Reserved Category who have validly tendered their Shares, to the extent of their Buyback Entitlement, or the number of Shares tendered by them whichever is less.

• 19.1.4.2 Post the acceptance as described in Clause 19.1.4.1 above, in case there are any Shares left to be bought back in the Reserved Category for Small Shareholders, the Small Shareholders who were entitled to tender zero Shares (on account of ignoring the fractional entitlement), and have tendered additional Shares as part of the Buyback Offer, shall be given preference and one share each from the Additional Shares applied by these Small Shareholders shall be bought back in the Reserved Category.

• 19.1.4.3 Post the acceptance as described in Clauses 19.1.4.1 and 19.1.4.2 above, in case there are any Shares left to be bought back in the Reserved Category, the Additional Equity Shares tendered by the Small Shareholders over and above their Buyback Entitlement, shall be accepted in proportion of the

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Mahalaxmi Rubtech Limited- Letter of Offer

Additional Shares tendered by them and the acceptances per shareholder shall be made in accordance with the Regulations, i.e. valid acceptances per shareholder shall be equal to the Additional Shares validly tendered by the Shareholder divided by the total Additional Shares validly tendered and multiplied by the total Pending number of Shares to be accepted in Reserved Category. For the purpose of this calculation, the Additional Shares taken into account for such Small Shareholders, from whom one Share has been accepted in accordance with Clause 19.1.4.2 above, shall be reduced by one.

19.1.4.4 Adjustment for fractional results in case of proportionate acceptance, as described in Clause 19.1.4.3 above:

• 19.1.4.4.1 For any shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the next higher integer.

• 19.1.4.4.2 For any shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is less than 0.50, then the fraction shall be ignored.

• 19.1.5 Basis of Acceptance of Shares validly tendered in the General Category for Other Shareholders:

Subject to the provisions contained in the Letter of Offer, the Company will accept the Equity Shares tendered in the Buyback Offer by the Other Shareholders in the General Category in the following order of priority:

• 19.1.5.1 Full Acceptance of Equity Shares from Other Shareholders in the General Category who have validly tendered their Shares, to the extent of their Buyback Entitlement, or the number of Shares tendered by them whichever is less.

• 19.1.5.2 Post the acceptance as described in Clause 19.1.5.1 above, in case there are any Shares left to be bought back in the General Category, the Additional Equity Shares tendered by the Other Shareholders over and above their Buyback Entitlement, shall be accepted in proportion of the Additional Shares tendered by them and the acceptances per shareholder shall be made in accordance with the Regulations, i.e. valid acceptances per shareholder shall be equal to the Additional Shares validly tendered by the Shareholder divided by the total Additional Shares validly tendered in General category and multiplied by the total Pending number of Shares to be accepted in General Category.

• 19.1.5.3 Adjustment for fractional results in case of proportionate acceptance, as described in Clause 19.1.5.2 above:

• 19.1.5.3.1 For any shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is greater than or equal

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Mahalaxmi Rubtech Limited- Letter of Offer

to 0.50, then the fraction would be rounded off to the next higher integer.

• 19.1.5.3.2 For any shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is less than 0.50, then the fraction shall be ignored.

19.1.6 Basis of Acceptance of Shares between Categories:

• 19.1.6.1 In case there are any Shares left to be bought back in one category (“Partially filled Category”) after acceptance in accordance with the above described methodology for both the Categories, and there are Additional unaccepted validly tendered Shares in the second Category, then the Additional Shares in the second Category shall be accepted proportionately i.e. valid acceptances per shareholder shall be equal to the Additional outstanding Shares validly tendered by a shareholder in the second Category divided by the total Additional outstanding Shares validly tendered in the second Category and multiplied by the total Pending number of Shares to be bought back in the Partially filled Category.

• 19.1.6.2 If the Partially filled Category is the General Category for Other Shareholders and the second Category is the Reserved Category for Small Shareholders, then for the purpose of this calculation, the Additional Shares tendered by such Small Shareholders, from whom one Share has been accepted in accordance with Clause 19.1.4.2, shall be reduced by one. If the Partially filled Category is the Reserved Category for Small Shareholders, then the methodology as provided and explained in point# 19.1.6.1 above, shall be followed.

19.1.6.3 Adjustment for fraction results in case of proportionate acceptance, as defined in Clause 19.1.6.1 above:

• 19.1.6.3.1 For any shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fraction would be rounded off to the next higher integer.

• 19.1.6.3.2 For any shareholder, if the number of Additional Shares to be accepted, calculated on a proportionate basis is not in the multiple of 1 and the fractional acceptance is less than 0.50, then the fraction shall be ignored.

• 19.1.7 For avoidance of doubt, it is clarified that the Shares accepted under the Buyback from each Shareholder, in accordance with Clause 19.1.3, 19.1.4, 19.1.5 and 19.1.6 above, shall not exceed the number of Shares tendered by the respective Shareholder.

• 19.1.8 For the avoidance of doubt, it is clarified that the Equity Shares accepted under the Buyback from each Shareholder, in accordance with Clause 19.1.3, 19.1.4, 19.1.5, 19.1.6 and 19.1.7 above, shall not exceed the number of Shares held by the respective Shareholder, as on the Record Date.

• 19.1.9 For the avoidance of doubt, it is clarified that the Equity Shares tendered by any Shareholder over and

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Mahalaxmi Rubtech Limited- Letter of Offer

above the number of Shares held by such Shareholder as on the Record Date shall not be considered for the purpose of Acceptance in accordance with Clause 19.1.3, 19.1.4, 19.1.5, 19.1.6, 19.1.7 and 19.1.8 above.

20. PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUYBACK

• 20.1 The Buyback is open to all Equity Shareholders / beneficial owners of the Company holding Equity Shares either in physical and/or electronic form on the Record Date. Please refer to point# 20.17 of this Letter of Offer for tender of Equity Shares held in physical form.

• 20.2 The Company proposes to effect the Buyback through Tender Offer route, on a proportionate basis. The Letter of Offer, outlining the terms of the Buyback Offer as well as the detailed disclosures as specified in the Buyback Regulations, will be mailed to Equity Shareholders of the Company whose names appear on the register of members of the Company, or who are beneficial owners of Equity Shares as per the records of Depositories, on the Record Date.

• 20.3 The Company will not accept any Equity Shares offered for Buyback where there exists any restraint order of a Court/ any other competent authority for transfer / disposal/ sale or where loss of share certificates has been notified to the Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists.

• 20.4 The Company shall comply with Regulation 24(v) of the Buyback Regulations which states that the Company shall not buyback locked-in Equity Shares and non-transferrable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferrable.

• 20.5 Acceptance of any Shares tendered in excess of the Buyback Entitlement by the Shareholder, shall be in terms of procedure outlined in section 19 of this Letter of Offer.

• 20.6 The maximum tender under the Buyback by any Shareholder cannot exceed the number of Equity Shares held by the Shareholder as on the Record Date.

• 20.7 The Buyback shall be implemented by the Company using the “Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and Circular No. CFD/DCR2/CIR/ P/2016/131 dated December 09, 2016 and SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018 issued by Securities Exchange Board of India and in accordance with the procedure prescribed in the Companies Act and the Buyback Regulations as may be determined by the Board (including the Committee authorized to complete the formalities of the Buyback) and on such terms and conditions as may be permitted by law from time to time.

• 20.8 For implementation of the Buyback, the Company has appointed Choice Equity Broking Private Limited as the registered broker to the Company (the “Company's Broker” ) through whom the purchases and settlements on account of the Buyback would be made by the Company. The contact details of the Company’s Broker are as follows:

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Mahalaxmi Rubtech Limited- Letter of Offer

Name: Choice Equity Broking Private Limited

Address: Choice House, Shree Shakambhari Corporate Park, Plot No. 156-158, J B Nagar, Andheri (East), Mumbai – 400099, Maharashtra, India.

Contact Person: Mr. Jeetender Joshi Tel.: 022-67079857 / 9870489087

E-mail ID: jeetender.joshi@choiceindia.com; compliance@choiceindia.com;

• 20.9 The Company will request BSE to provide the separate Acquisition Window to facilitate placing of sell orders by Shareholders who wish to tender Equity Shares in the Buyback. The details of the platform will be specified by BSE from time to time.

• 20.10 All Eligible Persons may place orders in the Acquisition Window, through their respective stock brokers (“Seller Member(s)”).

• 20.11 During the Tendering Period, the order for selling the Shares will be placed in the Acquisition Window by Eligible Persons through their respective Seller Members during normal trading hours of the secondary market.

• 20.12 Seller Members can enter orders for demat Shares only.

• 20.13 Modification / cancellation of orders and multiple bids from a single Shareholder will be allowed during the Tendering Period of the Buyback Offer. Multiple bids made by single Shareholder for selling the Shares shall be clubbed and considered as ‘one’ bid for the purposes of Acceptance.

• 20.14 The cumulative quantity tendered shall be made available on BSE’s website – www.bseindia.com throughout the trading session and will be updated at specific intervals during the Tendering Period.

• 20.15 In the event Seller Member(s) of Eligible Persons is not registered with BSE then that Eligible Person can approach the Company’s Broker as defined in Point # 20.8 above and tender the shares through the Company’s Broker after submitting the details as may be required by the Company’s Broker to be in compliance with the SEBI regulations.

20.16 PROCEDURE TO BE FOLLOWED BY EQUITY SHAREHOLDERS HOLDING EQUITY SHARES IN THE DEMATERIALISED FORM

• 20.16.1 Eligible Sellers who desire to tender their Equity Shares in the electronic/ dematerialized form under Buyback would have to do so through their respective Seller Member by giving the details of Equity Shares they intend to tender under the Buyback.

• 20.16.2 The Seller Member would be required to place an order/ bid on behalf of the Eligible Sellers who wish to tender Equity Shares in the Buyback using the Acquisition Window of the Stock Exchanges. Before placing the bid, the Eligible Seller would be required to transfer the tendered Equity Shares to the Special Account of Clearing Corporation (referred to as the “ Clearing Corporation ”), by using the

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Mahalaxmi Rubtech Limited- Letter of Offer

early pay in mechanism as prescribed by the Stock Exchanges or the Clearing Corporation prior to placing the bid by the Seller Member.

• 20.16.3 The details of the Special Account of Clearing Corporation shall be informed in the issue opening circular that will be issued by BSE/Clearing Corporation.

• 20.16.4 For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior to confirmation of order/ bid by custodians. 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, any order modification shall revoke the custodian confirmation and the revised order shall be sent to the custodian again for confirmation.

• 20.16.5 Upon placing the order, the Seller Member shall provide transaction registration slip (“ TRS ”) generated by the Stock Exchanges’ bidding system to the Equity Shareholder. TRS will contain details of order submitted like bid ID No., DP ID, client ID, no. of Equity Shares tendered, etc.

• 20.16.6 The maximum tender under Buyback by any Equity shareholder of the Company cannot exceed the number of Equity Shares held by such Equity Shareholder of the Company as on the Record date.

• 20.16.7 The Equity Shares tendered as per the entitlement by the Equity Shareholder of the Company as well as additional Equity Shares Tendered, if any, will be accepted as per the procedure laid down in Buyback Regulations.

• 20.16.8 Detailed instructions for participation in the Buyback (tendering of Equity shares in Buyback) as well as the relevant time table will be included in the letter of offer which will be sent in due course to the Equity Shareholders of the Company as on the Record date.

20.17 PROCEDURE TO BE FOLLOWED BY REGISTERED EQUITY SHAREHOLDERS HOLDING EQUITY SHARES IN THE PHYSICAL FORM

• 20.17.1 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, SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020 and BSE notice no 20200528-32 dated 28 May 2020, shareholders holding securities in physical form are allowed to tender shares in buyback through tender offer route. However, such tendering shall be as per the provisions of the SEBI Buyback Regulations.

• 20.17.2 Eligible Shareholders who desire to tender their Equity Shares in the electronic form under the Buyback would have to do so through their respective seller member by indicating to their broker the details of Equity Shares they intend to tender in the Buyback. Eligible Shareholders who are holding Equity Shares in the physical form and intend to participate in the Buyback will be required to approach their Shareholder Broker along with the complete set of documents for verification procedures to be carried out. The documents include the (i)

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Mahalaxmi Rubtech Limited- Letter of Offer

Form of Acceptance (ii) original share certificate(s), (iii) valid share transfer form(s) duly filled and signed by the transferors (i.e. by all registered Eligible Shareholders in same order and as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favour of the Company, (iv) self-attested copy of the Eligible Shareholder’s PAN Card, (v) 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, as may be applicable. In addition, if the address of the Eligible Shareholder has undergone a change from the address reflected in the Register of Members of the Company, the Eligible Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: (i) valid Aadhar Card, (ii) Voter Identity Card or (iii) Passport.

• 20.17.3 For orders for physical Equity Shares, the Shareholder Brokers should place bids on the Acquisition Window with relevant details as mentioned on physical share certificate(s). The Shareholder Brokers shall be required to print the Transaction Registration Slip (“ TRS ”) generated by the Exchange Bidding System. TRS will contain the details of the order submitted including. the bid identification number, the application number, DP ID, Client ID in case of dematerialised Equity Shares or the folio number, certificate number, distinctive numbers and the number of Equity Shares tendered in case of Equity shares held in the physical form and the number of Equity Shares tendered.

Any Shareholder Broker/Eligible Shareholder who places a bid for physical Equity Shares, is required to deliver the original share certificate(s) & documents (as mentioned above) along with TRS generated by exchange bidding system upon placing of bid either by registered post or courier or hand delivery to the Registrar to the Buyback not later than 2 (two) days from the offer closing date. The envelope should be super scribed as “ MRL Buyback 2021 ”. One copy of the TRS will be retained by Registrar and it will provide acknowledgement of the same to such Shareholder Broker or Eligible Shareholder.

• 20.17.4 Eligible 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 Buyback by the Company shall be subject to verification as per the Buyback Regulations and any further directions issued in this regard. The Registrar to the Buyback will verify such bids based on the documents submitted on a daily basis and till such time the BSE shall display such bids as “unconfirmed physical bids”. Once, the Registrar confirms the bids it will be treated as “Confirmed Bids”.

• 20.17.5 In case any person who has submitted the Equity Shares held by them in the physical form for dematerialisation should ensure that the process of getting the Equity Shares dematerialised is completed before such Eligible Shareholders tender their Equity Shares in the Buyback, so that they can participate in the Buyback.

• 20.17.6 An unregistered shareholder holding Physical Shares may also tender his Equity Shares for Buyback by submitting the duly executed transfer deed for transfer of shares, purchased prior to

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Mahalaxmi Rubtech Limited- Letter of Offer

Record Date, in his name, along with the offer form, copy of his PAN card and of the person from whom he has purchased shares and other relevant documents as required for transfer, if any

20.18 IN CASE OF NON-RECEIPT OF THE LOF

• 20.18.1 In case the Shares are in dematerialized form: An Eligible Person may participate in the Offer by downloading the Tender Form from the website of the Company i.e www.mrtglobal.com, the Registrar to the Buy-back at www.cameoindia.com or by providing their application in writing on plain paper, signed by all Equity Shareholders, stating name & address of Shareholder(s), number of Equity Shares held as on the Record Date, Client ID number, DP Name/ID, beneficiary account number and number of Equity Shares tendered for the Buyback.

• 20.18.2 In case the Shares are in physical form: An Eligible Shareholder holding Equity Shares in physical form, may participate in the Buyback by downloading the Letter of Offer and Tender Form from the website of the Company at www.mrtglobal.com, the Registrar to the Buyback at www.cameoindia.com or by providing their application in writing on plain paper signed by Eligible Shareholder or all Eligible Shareholders (in case Equity Shares are in joint name) stating name, address, folio number, number of Equity Shares held, share certificate number, number of Equity Shares tendered for the Buyback and the distinctive numbers thereof, bank account details together with the original share certificate(s), copy of Eligible Shareholders PAN card(s) and executed Form SH-4 in favour of the Company. The transfer form (SH-4) can be downloaded from the Company’s website at www.mrtglobal.com. Eligible Shareholders must ensure that the Tender Form, along with the TRS and requisite documents (as mentioned in below), reach the Registrar to the Buyback not later than 2 (two) days from the Buyback Closing Date (by 5:00 p.m.). If the signature(s) of the Eligible Shareholders provided in the plain paper application differs from the specimen signature(s) recorded with the Registrar to the Buyback or the Company or are not in the same order (although attested), the Company or the Registrar to the Buyback shall have a right to reject such applications.

• 20.18.3 Please note that Eligible Person(s) who intend to participate in the Buyback will be required to approach their respective Seller Member (along with the complete set of documents for verification procedures) and have to ensure that their bid is entered by their respective Seller Member or broker in the electronic platform to be made available by BSE before the Closing Date.

• 20.18.4 The Company shall accept Equity Shares validly tendered by the Shareholder(s) in the Buyback on the basis of their shareholding as on the Record Date and the Buyback Entitlement. Eligible Person(s) who intend to participate in the Buyback using the ‘plain paper’ option as mentioned in this paragraph are advised to confirm their entitlement from the Registrar to the Buyback Offer, before participating in the Buyback.

• 20.19 Non-receipt of this Letter of Offer by, or accidental omission to dispatch this Letter of Offer or nondelivery of email to any Eligible Person, shall not invalidate the Buyback Offer in any way.

• 20.20 The acceptance of the Buyback Offer made by the Company is entirely at the discretion of the Equity -43-

Mahalaxmi Rubtech Limited- Letter of Offer

Shareholders of the Company. The Company does not accept any responsibility for the decision of any Equity Shareholder to either participate or to not participate in the Buyback Offer. The Company will not be responsible in any manner for any loss of Share certificate(s) and other documents during transit and the Equity Shareholders are advised to adequately safeguard their interest in this regard.

All Non-Resident Shareholders (excluding FIIs) should also enclose a copy of the permission received by them from the RBI to acquire the Equity Shares held by them in the Company, if applicable. In case the Equity Shares are held on repatriation basis, the Non-Resident Shareholder should obtain and enclose a letter from its authorised dealer / bank confirming that at the time of acquiring such Equity Shares, payment for the same was made by the Non-Resident Shareholder from the appropriate account as specified by RBI in its approval. In case the Non-Resident Shareholder is not in a position to produce the said certificate, the shares would be deemed to have been acquired on non-repatriation basis and in that case the Eligible Shareholder shall submit a consent letter addressed to the Company, allowing the Company to make the payment on a non-repatriation basis in respect of the valid shares accepted under the Buyback. If any of the above stated documents (as applicable) are not enclosed along with the Tender Form, the Equity Shares tendered under the Buyback are liable to be rejected.

20.21 METHOD OF SETTLEMENT

Upon finalization of the basis of acceptance as per Buyback Regulations:

• 20.21.1 The Company will pay consideration to the Clearing Corporation on or before the pay in date for settlement. For Equity shares accepted under Buyback, the Equity Shareholders will receive funds payout in their bank account from the Clearing Corporation.

• 20.21.2 The Equity Shares bought back in demat form would be transferred directly to the demat account of the Company opened for Buyback (“Demat Account”) provided it is indicated by the Company’s Broker or it will be transferred by the Company’s Broker to the Demat Account on receipt of the Equity Shares from the clearing and settlement mechanism of BSE.

• 20.21.3 The Eligible Sellers will have to ensure that they keep the depository participant (“DP”) account active and unblocked to receive credit in case of return of Equity Shares, due to rejection or due to nonacceptance.

• 20.21.4 Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Eligible Sellers would be returned to them by Clearing Corporation. Any excess Physical Shares pursuant to proportionate acceptance/rejection will be returned back to the concerned Eligible Shareholders directly by the Registrar to the Buyback. The Company is authorized to split the share certificate and issue new consolidated share certificate for the unaccepted Physical Shares, in case the Physical Shares accepted by the Company are less than the Physical Shares tendered in the Buyback.

• 20.21.5 The settlements of fund obligation shall be affected as per the SEBI circulars and as prescribed by BSE and Clearing Corporation from time to time. For Demat Shares accepted under the Buyback, such beneficial owners will receive funds pay-out in their bank account as provided by the depository system

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Mahalaxmi Rubtech Limited- Letter of Offer

directly to the Clearing Corporation and in case of Physical Shares, the Clearing Corporation will release the funds to the Shareholder Broker(s) as per secondary market payout mechanism. If such shareholder’s bank account details are not available or if the funds transfer instruction is rejected by the RBI/ bank(s), due to any reasons, then the amount payable to the concerned shareholders will be transferred to the Shareholder Broker for onward transfer to such shareholders.

• 20.21.6 Company’s Broker would also issue a contract note to the Company for the Equity Shares accepted under the Buyback. If Eligible Sellers bank account details are not available or if the fund transfer instruction is rejected by Reserve Bank of India or bank, due to any reasons, then the amount payable to Eligible Sellers will be transferred to the Seller Member for onward transfer to the Eligible Sellers.

• 20.21.7 Eligible Sellers who intend to participate in the Buyback 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 upon the Eligible Sellers for tendering Equity Shares in the Buyback (secondary market transaction). The Buyback consideration received by the Eligible Seller, in respect of accepted Equity Shares, could be net of such costs, applicable taxes, charges and expenses (including brokerage) and the Company accepts no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by the Eligible Sellers.

• 20.21.8 The Equity Shares bought will be extinguished in the manner and following the procedure prescribed in the Buyback Regulations.

• NOTE ON TAXATION

1. General

THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER, THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, WHICH ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT TAX IMPLICATIONS ON THESE TAX CONSIDERATIONS.

IN VIEW OF THE PARTICULARIZED NATURE OF TAX CONSEQUENCES, SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE TAX OFFICERS IN THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE.

THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF THIS TAX SUMMARY AND THERE CAN BE NO LIABILITY ON THE COMPANY IF ANY ACTION IS TAKEN BY THE SHAREHOLDER SOLELY BASED ON THIS TAX SUMMARY. THEREFORE, SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE SUMMARY TAX IMPLICATIONS RELATING TO THE TREATMENT OF INCOME TAX IN THE CASE OF BUYBACK OF EQUITY SHARES LISTED ON THE STOCK EXCHANGES SET OUT BELOW SHOULD BE

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Mahalaxmi Rubtech Limited- Letter of Offer

TREATED AS INDICATIVE AND FOR GUIDANCE PURPOSES ONLY.

The Indian tax year runs from April 1 to March 31 of subsequent year. The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. A person who is a tax resident of India is liable to taxation in India on his worldwide income, subject to certain prescribed tax exemptions provided under the Income Tax Act, 1961 (“ ITA ”).

A person who is treated as a non-resident for Indian tax purposes is generally liable to tax in India only on his/her Indian sourced income or income received by such person in India. Vide Finance Act, 2020, certain non-resident individuals are deemed to be resident in India upon triggering of certain conditions. Deemed residents would be liable to pay tax in India only on their Indian sourced income or income from business or professional controlled in India.

In case of shares of a company, the source of income from shares would depend on the “situs” of the shares. As per ITA and Judicial precedents, generally the “situs” of the shares is where company is “incorporated” and where its shares can be transferred. Accordingly, since the Company is incorporated in India, the shares of the Company would be “situated” in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the ITA subject to any specific exemption in this regard. Further, the non-resident can avail the beneficial tax treatment prescribed under the Double Taxation Avoidance Agreement (“ DTAA ”), as modified by the Multilateral Instrument (MLI), if the same is applicable to the relevant DTAA between India and the respective country of which the said shareholder is tax resident. The above benefit may be available subject to satisfying relevant conditions prescribed under ITA including but not limited to availability of Tax Residency Certificate, nonapplicability of General Anti-Avoidance Rule (“ GAAR ”) and providing and maintaining necessary information and documents as prescribed under ITA as well as satisfying the relevant conditions under the respective DTAA including anti-abuse measures under the MLI, if applicable.

2. Classification of Shareholders

Section 6 of the ITA, determines the residential status of an assessee. Accordingly, shareholders can be classified broadly in three categories as below:

A. Resident Shareholders being:

• Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of Individuals (BOI), Firm, LLP

• Others (corporate bodies): - Company

• Other than Company

• B. Deemed Resident Shareholder –an individual being a citizen of India who is not liable to tax in any other country or territory by reason of domicile, residence or any other criteria of similar nature and has total income other than foreign sourced income exceeding Rs 15 lakh during the tax year.

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Mahalaxmi Rubtech Limited- Letter of Offer

• C. Non-Resident Shareholders being:

• Non-Resident Indians (NRIs)

• Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)

• Others:

• Company

• Other than Company

3. Buy-back of Shares

Section 115QA of the ITA introduced w.e.f. June 1, 2013 contains provisions for taxation of a domestic company in respect of buy-back of shares (within the meaning of Sec. 68 of the Companies Act). In effect, the incidence of tax stands shifted completely to the Company and not the recipient of the buyback proceeds. Before the enactment of Finance Act (No 2), 2019, this section was not applicable to shares listed on a recognized stock exchange. The Finance Act (No 2), 2019 has amended section 115QA of the ITA with effect from 5th July, 2019 extending its provisions to cover distributed income on buy-back of equity shares of a company listed on a recognized stock exchange as well.

Section 10(34A) of the ITA provided for exemption to a shareholder in respect of income arising from buy-back of shares w.e.f. April 1, 2014 (i.e. Assessment year 2014-15). The Finance Act (No. 2), 2019 has also made consequential changes to section 10(34A) of the ITA extending the benefit of exemption of income from buy-back to shareholders in respect of shares listed on recognized stock exchange as well.

Thus, the tax implications to the following categories of shareholders are as under:

A. Resident Shareholders or Deemed Resident Shareholders

Income arising to the shareholder on account of buy-back of shares as referred to in section 115QA of the ITA is exempt from tax under the provisions of the amended section 10(34A) of the ITA with effect from July 5, 2019.

B. Non-Resident Shareholders

While the income arising to the shareholder on account of buy back of shares as referred to in section 115QA of the ITA is exempt from tax under the provisions of the amended section 10(34A) with effect from July 5, 2019 in the hands of a Non-resident as well, the same may be subject to tax in the country of residence of the shareholder as per the provisions of the tax laws of that country. The credit of tax may or may not be allowed to such Non- resident shareholder to be claimed in the country of residence in respect of the buy-back tax paid by the company in view of Sec 115QA (4) and (5) of the ITA. Nonresident shareholders need to consult their tax advisors with regard to availability of such a tax credit.

4. Tax Deduction at Source

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Mahalaxmi Rubtech Limited- Letter of Offer

Currently, there are no provisions for tax deduction at source in respect of income earned from transfer/ buy-back of shares in case of resident shareholders/ deemed resident shareholders.

Given that income arising on account of the buy-back of shares is exempt from tax under Section 10(34A) of ITA, the same would not be subject to tax deduction at source for non-resident shareholders.

Caveat: The summary of the tax considerations as above is based on the current provisions of the tax laws of India, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

5. Securities Transaction Tax

Since the Buyback of shares shall take place through the settlement mechanism of the Stock Exchange, Securities Transaction Tax at 0.1% of the value of the transaction will be applicable.

22. DECLARATION BY THE BOARD OF DIRECTORS

The Board of Directors of the Company have confirmed that based on such full inquiry conducted into the affairs and prospects of the Company and taking into account all the liabilities including prospective and contingent liabilities payable as if the Company were being wound up under the Act, the Board of Directors has formed an opinion that:

• (a) Immediately following the date of the Board Meeting held on 9th July, 2021 and on 13[th] August, 2021 the date on which the results of the postal ballot have been declared, there are no grounds on which the Company can be found unable to pay its debts;

• (b) As regards the Company’s prospects for the year immediately following the date of the board meeting as well as the year immediately following the date on which the results of the postal ballot will be declared, approving the Buyback and having regards to the Board’s intentions with respect to the management of the Company’s business during that year and to the amount and character of the financial resources, which will, in the Board’s view, be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the board meeting approving the Buyback or within a period of one year from the date on which the results of the postal ballot will be declared, as the case may be;

• (c) Confirm that in forming an opinion aforesaid, the Board has taken into account the liabilities as if the Company were being wound up under the provisions of the Companies Act (including prospective and contingent liabilities).

• The text of the report dated July 09, 2021 received from Jain Chowdhary & Co., Chartered Accountants, the Statutory Auditor of the Company addressed to the Board of Directors of the Company is reproduced below :

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Mahalaxmi Rubtech Limited- Letter of Offer

Quote

Date: 09[th] July, 2021

To,

The Board of Directors Mahalaxmi Rubtech Limited 47, New Cloth Market, Ahmedabad – 380002, Gujarat.

1. This This Report is issued in accordance with the terms of our service scope letter dated July 6, 2021.

2. In connection with the proposal of the Company to buy-back its equity shares in pursuance of the provisions of Section 68, 69 and 70 of the Companies Act, 2013 (“ Act ”) and Buy-back Regulations, and in terms of the resolution passed by the Board of Directors of the Company in their meeting held on 09th July, 2021, (“ Board Meeting ”), we have been engaged by the Company to perform a reasonable or limited assurance as applicable on the reporting criteria, specified in paragraph 5 of this report.

Board of Directors Responsibility

1. The preparation of the statement of determination of the permissible capital payment (including premium) towards buyback of Equity Shares (“ Statement ”), as set out in Annexure A hereto, initialed by us for identification purpose only, is the responsibility of the Board of Directors of the Company, including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation and making estimates that are reasonable in the circumstances.

2. The Board of Directors are responsible to make a full inquiry into the affairs and prospects of the Company and to form an opinion that the Company will not be rendered insolvent within a period of one year from the date of the Board Meeting and the date of the Letter of Offer .

Auditor’s Responsibility

1. Pursuant to the requirements of the Buyback Regulations, it is our responsibility to provide reasonable assurance on the following (“ Reporting Criteria ”):

2. i. Whether we have inquired into the state of affairs of the Company in relation to the audited standalone and consolidated financial statements for the year ended 31 March 2021;

3. ii. if the amount of permissible capital payment (including premium) as stated in Annexure A for the proposed buy-back of equity shares, has been properly determined considering the audited standalone and consolidated financial statements of the Company as at and for the year ended 31 March 2021 in accordance with Section 68(2) of the Act; and Regulation 5 of the Buy-back Regulations; and

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Mahalaxmi Rubtech Limited- Letter of Offer

• iii. Whether the Board of Directors in their meeting dated 09th July, 2021, has formed the opinion, as specified in Clause (x) of Schedule I to the Buy-back Regulations, on reasonable grounds that the Company having regard to its state of affairs will not be rendered insolvent within a period of one year from the date of the Board Meeting.

• The standalone and consolidated financial statements referred to in paragraph 5 above, which we have considered for the purpose of this report, have been audited by us, on which we have issued an unqualified audit report dated 31st May, 2021. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

• We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India (the “ Guidance note ”). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

• We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

1. Based on our examination as above and the information and explanations given to us, in our opinion:

2. a) that the proposed amount of capital payment of ₹ 18,90,00,000 (Rupees Eighteen Crores Ninety Lacs only) for the buy-back of 27,00,000 equity shares in question does not exceed the permissible capital payment which is ₹ 23,50,82,283 /- (Rupees Twenty Three Crores Fifty Lacs Eighty Two Thousand Two Hundred Eighty Three Only), as determined in the statement of determination of the permissible capital payment towards buy-back of equity shares, as stated in Annexure A, is properly determined in accordance with Section 68 of the Act; and

3. b) that the Board of Directors in their meeting held on 09th July, 2021 have formed the opinion, as specified in clause (x) of Schedule I of the Buy-back Regulations, on reasonable grounds, that the Company will not, having regard to its state of affairs, be rendered insolvent within a period of one year from the date of passing the Board meeting resolution dated July 9, 2021.

Restriction on Use

This report is addressed to and provided to the Board of Directors of the Company pursuant to the requirements of the Buy-back Regulations solely to enable them to include it (a) in the Public Announcement to be made to the members of the Company, (b) in the Letter of Offer and (c) Letter of Offer to be filed with the Securities and Exchange Board of India, the Stock Exchanges, the Registrar of Companies as required by the Buy-back Regulations and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Jain Chowdhary & Co.

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Mahalaxmi Rubtech Limited- Letter of Offer

Chartered Accountants (Registration No: 113267W)

CA Hitesh Salecha Partner Membership No: 147413 Place: Ahmedabad Date: 09th July, 2021 UDIN: 21147413AAAACE2798

Annexure A

Statement of determination of the permissible capital payment (including premium) towards buy-back of equity shares (“ Statement ”) in accordance with Section 68(2) of the Companies Act, 2013.

(in ₹ )

==> picture [463 x 201] intentionally omitted <==

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

Particulars Standalone Consolidated
Total paid-up share capital and free reserves as on March 31, 13,32,02,750 13,32,02,750
2021 based on the audited financial statements of the Company
[A]
Free reserves, comprising of:
- Securities premium account 15,75,00,000 15,75,00,000
- Surplus / (Deficit) in the statement of profit and loss 49,80,63,833 49,58,90,957
- General Reserves 15,15,62,549 15,15,62,549
Total free reserves [B] 80,71,26,382 80,49,53,506
Total paid-up share capital and free reserves (sum of A & B) 94,03,29,132 93,81,56,256
Maximum amount permissible for buyback underSection 68 of 23,50,82,283 23,45,39,064
the Act, i.e. 25% of the total paid up capital and free reserves
----- End of picture text -----

Unquote

24. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the Corporate Office of the Company Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, India, between 10 am and 5 p.m. on all working days except Saturdays, Sundays and Public Holidays during the Offer period:

• 24.1 Certificate of Incorporation;

• 24.2 Memorandum and Articles of Association of the Company;

• 24.3 Annual reports of the Company for the financial years 2017 to 2021;

• 24.4 Copy of the certificate dated July 09, 2021 received from the statutory auditors of the Company, Jain Chowdhary & Co., Chartered Accountants certifying that the Company has made firm financing arrangements for fulfilling the obligations under the Buyback, in accordance with the Regulations;

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Mahalaxmi Rubtech Limited- Letter of Offer

• 24.5 Copy of the certificate dated July 09, 2021 received from the statutory auditors of the Company, Jain Chowdhary & Co., Chartered Accountants in terms of clause (xi) of Schedule I of the Buyback Regulations;

• 24.6 Copy of resolution passed by the Board of Directors at their meeting held on July 09, 2021 approving the Buyback;

• 24.7 Copy of resolution passed by the Shareholders of the Company dated August 11, 2021 approving the Buyback;

• 24.8 Copy of Declaration of Solvency and an affidavit verifying the same as per Form SH-9 of the Companies (Share Capital and Debentures) Rules, 2014;

• 24.9 Copy of Public Announcement dated August 16, 2021 published in the newspapers on August 17, 2021 regarding Buyback of Equity Shares;

• 24.10 Copy of Escrow Agreement dated 03[rd] August, 2021 between the Company, Saffron Capital Advisors Private Limited and Escrow Agent;

• 24.11 Confirmation letter by the Escrow Agent dated September 16, 2021 that the Escrow Amount being 25% of the Buyback Offer has been deposited;

• 24.12 SEBI letter no. SEBI/HO/CFD/DCR-III/OW/24063/1 dated September 14, 2021 issued for Draft Letter of Offer

25. DETAILS OF THE COMPLIANCE OFFICER

The Board at their meeting held on July 09, 2021 appointed Mr. Kevin Dhruve, Company Secretary, as the compliance officer for the purpose of the Buyback (“ Compliance Officer ”). Investors may contact the Compliance Officer for any clarifications or to address their grievances, if any, during office hours i.e. 10.00 a.m. to 5.00 p.m. on all working days except Saturday, Sunday and public holidays, at the following address:-

Mr. Kevin Dhruve

Mahalaxmi Rubtech Limited

Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, India; Tel. No.: +91 79 40008000; Fax : +91 79 40008030; Email: cs@mahalaxmigroup.net; Website : www.mrtglobal.com;

26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL OWNERS

• 26.1 In case of any grievances relating to the Buyback the investor can approach the Compliance Officer for redressal.

• 26.2 If a Company makes any default in complying with the provisions of section 68 of the Act or any regulation made by the Securities and Exchange Board, for the purposes of clause (f) of sub-section (2) of section 68, the Company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees and every officer of the Company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees, or with both.

• 26.3 The address of the concerned office of the Registrar of Companies is as follows:

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Mahalaxmi Rubtech Limited- Letter of Offer

Registrar of Companies, ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad-380013.

27. DETAILS OF INVESTOR SERVICE CENTRE

In case of any query, the shareholders may contact the Registrar & Transfer Agent on any day during the Offer period, except Saturday, Sunday and Public holidays between 10 AM and 5 PM at the following address:

==> picture [44 x 37] intentionally omitted <==

Cameo Corporate Services Limited CIN : U67120TN1998PLC041613 “Subramanian Building”, No.1, Club House Road, Chennai – 600 002, Tamilnadu, India Tel : +91 44 4002 0700 / 4002 0741 / 4002 0706; Fax : +91 44 2846 0129 Email : priya@cameoindia.com Website : www.cameoindia.com SEBI Registration : INR000003753 Contact Person : Ms. Sreepriya. K

28. DETAILS OF THE MANAGER TO THE BUYBACK

The Company has appointed the following as Manager to the Buyback:

==> picture [90 x 29] intentionally omitted <==

Saffron Capital Advisors Private Limited 605, Sixth Floor, Centre Point, Andheri-Kurla Road, J. B. Nagar, Andheri (East), Mumbai - 400 059 Tel. No.: +91 22 4082 0914/915 Fax No.: +91 22 4082 0999 Email id: buybacks@saffronadvisor.com Website: www.saffronadvisor.com Investor grievance: investorgrievance@saffronadvisor.com SEBI Registration Number: INM000011211 Contact Person: Amit Wagle / Gaurav Khandelwal

29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF OFFER

As per Regulation 24(i)(a) of the Buyback Regulations, the Board of Directors of the Company accepts full responsibility for all the information contained in this Letter of Offer. This Letter of Offer is issued under the authority of the Board and in terms of the resolution passed by the Board on July 09, 2021 and the special resolution passed by the Shareholders through postal ballot, the results of which were

Mahalaxmi Rubtech Limited- Letter of Offer

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announced on August 11, 2021.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF MAHALAXMI RUBTECH LIMITED

Sd/Sd/Sd/Rahul Parekh Anand Parekh Kevin Dhruve Managing Director Jt. Managing Director Company Secretary and Compliance Officer DIN - 00500328 DIN – 00500384 ICSI Membership Number: ACS 60857

Place: Ahmedabad Date: September 16, 2021

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Mahalaxmi Rubtech Limited- Letter of Offer

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT (FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)

Bid Number: Date:

Telephone No : Email ID : Date : To, Board of Directors

			BUY BACK OPENS ON:	BUY BACK OPENS ON:	BUY BACK OPENS ON:	BUY BACK OPENS ON:	BUY BACK OPENS ON:	BUY BACK OPENS ON:	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021
			BUY BACK CLOSES ON:						TUESDAY, OCTOBER 12, 2021
			For Registrar / Collection Centre Use
			Centre Code					Inward No.		Date				Stamp
			Status: Please tick appropriate box
Individual				Foreign Institutional Investors								Insurance Company
Foreign Company				Non Resident Indian / OCB								FVCI
		BodyCorporate				Bank / Financial Institution							Pension / Provident Fund
		Venture Capital Fund				Proprietorshipfirm / LLP							Others(specify)
India Tax Residency Status: (Please tick appropriate box)							Resident in India					Non-Resident in India
Route of Investment (For Non-Resident Shareholders only)							Portfolio Investment Scheme					Foreign Direct Investment

Mahalaxmi Rubtech Limited

Registered Office: 47, New Cloth Market, Ahmedabad - 380002, Gujarat, India; Corporate Office: Mahalaxmi House, Ysl Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, India;

Dear Sirs,

• Sub: Letter of Offer, dated September 16, 2021, to Buyback not exceeding 27,00,000 Equity Shares of Mahalaxmi Rubtech Limited (the “Company”) at a price of Rs. 70/- (Rupees Seventy) per Equity Share (the “Buyback Offer Price”) payable in cash.

• I/We, (having read and understood the Letter of Offer dated September 16, 2021) hereby tender/ offer my/ our Equity Shares in response to the Buy-back in accordance with the terms and conditions set out below and in the Letter of Offer.

• I/ We authorize the Company to Buy-back the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buy-back to extinguish the Equity Shares.

• I/ We hereby affirm that the Equity Shares comprised in this tender/ offer offered for the Buy-back by me / us are free from all liens, equitable interest, charges and encumbrance.

• I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender Equity Shares for Buy-back and that I / we am / are legally entitled to tender the Equity Shares for the Buy-back.

• I / We agree that the Company will pay the Buy-back Price only after due verification of the validity of the documents and that the consideration will be paid as per secondary market mechanism.

• I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buy-back in accordance with the Companies Act, 2013, as amended and the rules made thereunder and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended.

• I/We agree that the excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered would be returned to the Selling Member by the Clearing Corporation / Stock Exchange during settlement.

• I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buy-back of shares. I / We also undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buy-back of shares by the Company, copy of tax return filed in India, evidence of the tax paid etc.

• I / We undertake to return to the Company any Buy-back consideration that may be wrongfully received by me / us.

• This clause is applicable for Non-Resident Shareholders only:

• I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any, and to the extent required from the concerned authorities

• including approvals from the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, as amended (“ FEMA ”) and any other the rules and regulations, for tendering Equity Shares in the Buy-back, and also undertake to comply with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India.

• Details of Equity Shares held and tendered / offered for Buyback Offer:

	In Figures	In Words
Number of Equity Shares held as on Record Date
Number of Equity Shares Entitled for Buy Back (Buy Back Entitlement)
Number of Equity Shares offered for Buy Back

Note: An Eligible Shareholder may tender Equity Shares over and above his/her Buy-back Entitlement. Number of Equity Shares validly tendered by any Eligible Shareholder up to the Buy-back Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder over and above the Buy-back Entitlement of such Eligible Shareholder shall be accepted in accordance with the Letter of Offer. Equity Shares tendered by any Shareholders over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance.

1. Details of Account with Depository Participant:

Name of the Depository (Tick whichever is applicable)

Name of the Depository Participant

DP ID No. Client ID No with the DP

-------------------------------------------------------------------------------- Tear along this line ---------------------------------------------------------------------------------------------

Acknowledgement Slip

Mahalaxmi Rubtech Limited– Buy Back

(to be filled by the Eligible Person) (subject to verification)

DP ID : ___ Client ID : ___

Received from Mr./Ms./M/s. _________ Form of Acceptance-cum-Acknowledgement along with No. of Equity Shares offered for Buy Back (In Figures) __ (In Words) ______

STAMP OF Please quote Client ID No. & DP ID No. for all future correspondence BROKER

1. Details of Equity shareholders:

	First/Sole Holder	Joint Holder 1	Joint Holder 2	Joint Holder 3
Full Name(s) of the Holder
Signature (s)*
PAN No,
Address of the First/Sole Equity shareholder
Telephone No. / Email ID

*Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the application from submitted

INSTRUCTIONS

1. The Buy-back will open on September 29, 2021 and close on October 12, 2021.

2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form.

3. The Equity Shares tendered in the Offer shall be rejected if (i) the Eligible Shareholder is not a shareholder of the Company as on the Record date, (ii) if there is a name mismatch in the demat account of the Eligible Shareholder, (iii) in case of receipt of the completed Tender Form and other documents but non-receipt of Equity Shares in the special account of the Clearing Corporation, (iv) a non-receipt of valid bid in the exchange bidding system.

4. 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 in case of excess Equity Shares due to the Buy-back being on a proportionate basis in terms of the Ratio of Buy-back.

5. Eligible Shareholders to whom the Buy-back is made are free to tender Equity Shares to the extent of their Buy-back Entitlement in whole or in part or in excess of their entitlement.

6. For the procedure to be followed by Eligible Shareholders for tendering in the Buy-back, please refer to the section entitled “ Procedure for Tender Offer and Settlement ” on page 40 of the Letter of Offer.

7. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this regard.

8. Shareholders who do not have a trading account are required to open a trading account with any trading member and generate Unique Client Code number (“UCC”). Trading Members to ensure UCC of the Investor is registered and/ or updated stating the correct PAN Number in the UCC database of BSE.

9. Non-Resident Equity Shareholders must obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities including approvals from the Reserve Bank of India (“ RBI ”) under Foreign Exchange Management Act, 1999, as amended (the “ FEMA ”) and the rules and regulations framed there under, for tendering Equity Shares in the Buy-back, and also undertake to comply with the reporting requirements, if applicable, under the FEMA and any other rules, regulations and guidelines, in regard to remittance of funds outside India. The Non-Resident Equity Shareholders shall obtain and submit such approvals along with the Tender Form, so as to be eligible to tender Equity Shares in the Buy-back and for the Company to purchase such Equity Shares tendered in the Buy-back. The Company will have the right to make payment to the Eligible Shareholders in respect of whom no prior RBI approval is required and will also have the right to not accept the Equity Shares from the Eligible Shareholders in respect of whom prior RBI approval is required in the event copies of such approvals are not submitted in the manner specified above.

10. By agreeing to participate in the Buy-back, the Non-Resident Shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.

11. In case any registered entity has merged with another entity and the merger has been approved and has come into effect but the process of getting the successor company as the registered shareholder is still incomplete, then such entity along with the Tender Form, shall file a copy of the following documents: (i) approval from the appropriate authority for such merger, (ii) the scheme of merger, and (iii) the requisite form filed with MCA intimating the merger.

12. The Tender Form and TRS is not required to be submitted to the Company, Manager or the Registrar. After the receipt of the demat Equity Shares by the Clearing Corporation and a valid bid in the exchange bidding system, the Buy-back shall be deemed to have been accepted for the Eligible Shareholders holding Equity Shares in demat form.

13. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in plain paper in writing signed by all Eligible Shareholders (in case of joint holding), stating name, address, folio number, number of Equity Shares held, Equity Share certificate number, number of Equity Shares tendered for the Buy-back and the distinctive numbers thereof, enclosing the original Equity Share certificate(s), copy of Eligible Shareholder’s PAN card(s) and executed share transfer form in favour of the Company. Eligible Shareholders must ensure that the Tender Form, along with the TRS and requisite documents, reach the Registrar to the Buy-back not later than 2 (two) days from the Buy-back Closing Date i.e. October 15, 2021 by 5.00 pm.

All capitalized terms shall have the meanings ascribed to it in the Letter of Offer

---

ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY BACK OFFER SHOULD BE ADDRESSED TO THE REGISTRAR TO THE BUYBACK OFFER AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID & DP ID.

CAMEO CORPORATE SERVICES LIMITED

Unit: Mahalaxmi Rubtech Limited - Buy Back

“Subramanian Building”, No.1, Club House Road, Chennai – 600 002, Tamilnadu, India, Email: priya@cameoindia.com; Website: www.cameoindia.com; Contact Person: Ms. Sreepriya. K Tel: +91 44 4002 0700/ 40020741 / 40020706; Fax: +91 44 2846 0129;

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

Bid Number Date:

Telephone No: Email ID: Date: To, Board of Directors

		BUY BACK OPENS ON:	BUY BACK OPENS ON:	BUY BACK OPENS ON:	BUY BACK OPENS ON:	BUY BACK OPENS ON:	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021	WEDNESDAY, SEPTEMBER 29, 2021
		BUY BACK CLOSES ON:					TUESDAY, OCTOBER 12, 2021
		For Registrar / Collection Centre Use
		Centre Code				Inward No.		Date			Stamp
		Status: Please tick appropriate box
Individual			Foreign Institutional Investors							Insurance Company
Foreign Company			Non Resident Indian / OCB							FVCI
	BodyCorporate			Bank / Financial Institution						Pension / Provident Fund
	Venture Capital Fund			Proprietorshipfirm / LLP						Others(specify)
India Tax Residency Status: (Please tick appropriate box)					Resident in India					Non-Resident in India
Route of Investment (For Non-Resident Shareholders only)					Portfolio Investment Scheme					Foreign Direct Investment

Mahalaxmi Rubtech Limited

Registered Office: 47, New Cloth Market, Ahmedabad - 380002, Gujarat, India; Corporate Office: Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, India;

Dear Sirs,

• Sub: Letter of Offer, dated September 16, 2021, to Buyback not exceeding 27,00,000 Equity Shares of Mahalaxmi Rubtech Limited (the “Company”) at a price of Rs. 70/- (Rupees Seventy) per Equity Share (the “Buyback Offer Price”) payable in cash.

• I/We, (having read and understood the Letter of Offer dated September 16, 2021 ) hereby tender/ offer my/ our Equity Shares in response to the Buy-back in accordance with the terms and conditions set out below and in the Letter of Offer.

• I/ We authorise the Company to Buy-back the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buy-back to extinguish the Equity Share certificates.

• I/ We hereby affirm that the Equity Shares comprised in this tender/ offer offered for the Buy-back by me / us are free from all liens, equitable interest, charges and encumbrance.

• I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender Equity Shares for Buy-back and that I / we am / are legally entitled to tender the Equity Shares for the Buy-back.

• I / We agree that the Company is not obliged to accept any Equity Shares offered for Buy-back where loss of Equity Share certificates has been notified to the Company.

• I / We agree that the Company will pay the Buy-back Offer Price only after due verification of the validity of the documents and that the consideration will be paid as per secondary market mechanism.

• I / We undertake to return to the Company any consideration in respect of the Buy-back that may be wrongfully received by me / us.

• I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buy-back in accordance with the Companies Act, 2013, as amended and the rules made thereunder and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended.

• I / We authorize the Company to split the Equity Share certificates and issue a new consolidated Equity Share certificate for the unaccepted Equity shares in case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buy-back.

• I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on the Buy-back of Equity Shares. I / We also undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on the Buy-back of Equity Shares by the Company, copy of tax return filed in India, evidence of the tax paid etc.

• This clause is applicable for Non-Resident Shareholders only I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any, and to the extent required from the concerned authorities including approvals from the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, as amended (“ FEMA ”) and any other the rules and regulations, for tendering Equity Shares in the Buy-back, and also undertake to comply with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India

• Details of Equity Shares held and tendered / offered for Buyback Offer:

Details of Equity Shares held and tendered / offered for Buyback Offer:
	In Figures	In Words
Number of Equity Shares held as on Record Date
Number of Equity Shares Entitled for Buy Back (Buy Back Entitlement)
Number of Equity Shares offered for Buy Back

Note: An Eligible Shareholder may tender Equity Shares over and above his / her Buy-back Entitlement. Number of Shares validly tendered by any Eligible Shareholder up to the Buy-back Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Shares tendered by any Eligible Shareholder over and above the Buy-back Entitlement of such Eligible Shareholder shall be accepted in accordance with Paragraph 19.1.5 of the Letter of Offer. Equity Shares tendered by any Eligible Shareholder over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance. The signature on the Transfer deed (Form SH 4) should match with the signature recorded / registered with the records of the Company / Registrar.

1. Details of Share Certificates enclosed: Total No. of Share Certificates Submitted:

Sr No.	Folio No	Share Certificate No.	Distinctive Nos	Distinctive Nos	No. of Shares
			From	To
1
2

3 4 5

Total

In case the number of Regd. folios and share certificates enclosed exceed 5 nos., Please attach a separate sheet giving details in the same format as above.

1. Details of other Documents (Please √ as appropriate, if applicable) enclosed:

Duly Attested Power of Attorney

Previous RBI approvals for acquiring the Equity Shares of Mahalaxmi Rubtech Limited hereby tendered in the Buyback

Duly Attested Death Certificate Duly Attested Succession Certificate

Corporate authorisations Others (please specify): _____

Duly Attested Permanent Account Number (PAN Card)

Mode of Payment(Please Tick) Electronic Physical 15. Details of Bank Account of the First / Sole Equity Shareholder to be incorporated in the consideration warrant. (to be mandatorily filled): Name of the Bank Branch & Address of the Branch City & Pincode Account Number Type of Account MICR No. (9 Digit code No. appearing on the MICR band of the Cheque supplied by your Bank) IFSC code (for RTGS/NEFT) Other code (if any)	Mode of Payment(Please Tick) Electronic Physical 15. Details of Bank Account of the First / Sole Equity Shareholder to be incorporated in the consideration warrant. (to be mandatorily filled): Name of the Bank Branch & Address of the Branch City & Pincode Account Number Type of Account MICR No. (9 Digit code No. appearing on the MICR band of the Cheque supplied by your Bank) IFSC code (for RTGS/NEFT) Other code (if any)	Mode of Payment(Please Tick) Electronic Physical 15. Details of Bank Account of the First / Sole Equity Shareholder to be incorporated in the consideration warrant. (to be mandatorily filled): Name of the Bank Branch & Address of the Branch City & Pincode Account Number Type of Account MICR No. (9 Digit code No. appearing on the MICR band of the Cheque supplied by your Bank) IFSC code (for RTGS/NEFT) Other code (if any)
	Name of the Bank
	Branch & Address of the Branch
	City & Pincode
	Account Number
	Type of Account
	MICR No. (9 Digit code No. appearing on the MICR band of the Cheque supplied by your Bank)
	IFSC code (for RTGS/NEFT)
	Other code (if any)

1. In order to avail NECS, Equity Shareholders holding Shares in physical form are requested to submit the NECS mandate form duly filled in and signed while submitting the Form, if the same has not been submitted earlier to the Company / Registrar & Share Transfer Agents or if there is a change in Bank details.

2. Equity Shareholders Details:

Equity Shareholders Details:
	First/Sole Holder	Joint Holder 1	Joint Holder 2	Joint Holder 3
Full Name(s) of the Holder
Signature(s)*
PAN No.
Address of the First/ Sole Equity Shareholder
Telephone No. / Email ID

* Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the application from submitted.

INSTRUCTIONS

1. The Buy-back will open on September 29, 2021 and close on October 12, 2021.

2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form. 3. Eligible Shareholders who wish to tender their Equity Shares in response to this Buy-back should deliver the following documents so as to reach before the close of business hours to the Registrar (as mentioned in the Letter of Offer) on or before October 15, 2021 by 5 PM (i) The relevant Tender Form duly signed by all Eligible Shareholders in case shares are in joint names) in the same order in which they hold the Equity Shares; (ii) Original Equity Share certificates; (iii) Self attested copy of the Permanent Account Number (PAN) Card; (iv) Transfer deed (Form SH 4) duly signed (by all Eligible Shareholders in case Equity Shares are held jointly) in the same order in which they hold the Equity Shares.

3. Eligible Shareholders should also provide all relevant documents in addition to the above documents, which include but are not limited to: (i) Duly attested power of attorney registered with the Registrar, if any person other than the Eligible Shareholder has signed the relevant Tender Form; (ii) Duly attested death certificate / succession certificate in case any Eligible Shareholder is deceased; and (iii) Necessary corporate authorisations, such as Board Resolutions etc., in case of companies.

4. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in plain paper in writing signed by all Eligible Shareholders (in case of joint holding), stating name, address, folio number, number of Equity Shares held, Equity Share certificate number, number of Equity Shares tendered for the Buy-back and the distinctive numbers thereof, enclosing the original Equity Share certificate(s), copy of Eligible Shareholder’s PAN card(s) and executed share transfer form in favour of the Company. Eligible Shareholders must ensure that the Tender Form, along with the TRS and requisite documents, reach the Registrar to the Buy-back not later than 2 (two) days from the Buy-back Closing Date i.e. October 15, 2021 by 5.00 pm.

5. All documents sent by the seller member/ custodian will be at their own risk and the seller member/ custodian is advised to adequately safeguard their interests in this regard.

6. Shareholders who do not have a trading account are required to open a trading account with any trading member and generate Unique Client Code number (“UCC”). Trading Members to ensure UCC of the Investor is registered and/ or updated stating the correct PAN Number in the UCC database of BSE.

7. All documents as mentioned above, shall be enclosed with the valid Tender Form, otherwise the Equity Shares tendered will be liable for rejection. The Equity Shares shall be liable for rejection on the following grounds amongst others: (i) If there is any other company’s equity share certificate enclosed with the Tender Form instead of the Equity Share certificate of the Company; (ii) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible Shareholder; (iii) If the Eligible Shareholders tender Equity Shares but the Registrar does not receive the Equity Share certificate; (iv) In case the signature on the Tender Form and Form SH 4 doesn't match as per the specimen signature recorded with Company/Registrar.

8. By agreeing to participate in the Buy-back, the Non-Resident Shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.

All capitalized terms shall have the meanings ascribed to it in the Letter of Offer.

Note: Any Equity Shareholder should tender only one form, irrespective of the number of folios he holds. Multiple applications tendered by any Equity Shareholder shall be liable to be rejected. Also, multiple tenders from the same registered folio shall also be liable to be rejected.

----------------------------------------------------------------------------------------------- Tear along this line -------------------------------------------------------------------------------------------------

ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK OFFER SHOULD BE ADDRESSED TO THE REGISTRAR TO THE BUYBACK OFFER AT THE FOLLOWING ADDRESS QUOTING YOUR REGD. FOLIO NO.

CAMEO CORPORATE SERVICES LIMITED

Unit: Mahalaxmi Rubtech Limited - Buy Back

“Subramanian Building”, No.1, Club House Road, Chennai – 600 002, Tamilnadu, India, Email: priya@cameoindia.com; Website: www.cameoindia.com; Contact Person: Ms. Sreepriya. K Tel: +91 44 4002 0700 / 40020741 / 40020706; Fax: +91 44 2846 0129;

Form No. SH-4 Securities Transfer Form [Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Share Capital and Debentures) Rules 2014]

Date of Execution //______

FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.

CIN: L25190GJ1991PLC016327

Name of the company (in full): Mahalaxmi Rubtech Limited

Name of the Stock Exchange where the company is listed, if any: BSE Limited

DESCRIPTION OF SECURITIES:

Kind/ Class of Securities(1)	Kind/ Class of Securities(1)	Nominal value of each security (2)	Nominal value of each security (2)	Nominal value of each security (2)	unit of	unit of	Amount called up per unit of security (3)	Amount called up per unit of security (3)	Amount called up per unit of security (3)	Amount paid up per unit of security (4)	Amount paid up per unit of security (4)	Amount paid up per unit of security (4)	Amount paid up per unit of security (4)
Equity		Rs. 10/-						Nil				Rs.10/-
No. of securities being transferred								Consideration received
In figures	In words							In words					In figures
Distinctive number			From
			To
Corresponding Certificates Nos.
				Transferor’s Particulars-
Registered Folio Number: Name (s) in full				signature(s)
I, hereby confirm that the transferor Signature of Witness: Name & Address of Witness				has signed before me Attestation Signature of Witness:

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Transferee’s Particulars

	Name in Full	Father’s name	Address & E-mail id	Occupation	Existing folio No., if any	Signature
	(1)	(2)	(3)	(4)	(5)	(6)
	Mahalaxmi Rubtech Limited	N.A.	Registered Office:47, New Cloth Market, Ahmedabad - 380002, Gujarat, India; Email:cs@mahalaxmigroup.net; Contact Person: Mr. Kevin Dhruve, Company Secretary and Compliance Officer	Business
	Folio No. of Transferee: Specimen Signature of Transferee ………………………………… Value of stamp affixed: Enclosures: (1) Certificate of shares or debentures or other securities (2) If no certificate is issued, letter of allotment. (3) Copy of PAN Card of all the Transferee(s) (For all listed Cos.) (4) Others, specify………………………………………. Stamps: For office use only Checked by…………….. Signature tallied by………………………. Entered in the Register of Transfer on ………… vide Transfer No………….. Approval Date…………….. Power of attorney/Probate/Death Certificate/Letter of Administration Registered on ……………. at ………………. No………………………….. On the reverse page of the certificate Name of the Transferor: Name of the Transferee: Number of Shares: Date of Transfer: Signature of the Authorized Signatory
	On the reverse page of the certificate Name of the Transferor: Name of the Transferee: Number of Shares: Date of Transfer: Signature of the Authorized Signatory

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