MKP Mobility Limited — Capital/Financing Update 2022

Apr 13, 2022

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NAVIGANT CORPORATE ADVISORS LIMITED

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

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

Date: 13.04.2022

The Manager Dept. of Corporate Services BSE Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400 001

Dear Sir,

Sub: Detailed Public Statement to the shareholders of Chitradurga Spintex Limited (BSE Code: 521244)

We are pleased to inform that we have been appointed as ‘Manager to the Offer’ by Mr. Jitesh Mahendra Patodia (Acquirer-1) And Mr. Anshay Jitesh Patodia (Acquirer-2) (hereinafter referred to as "the Acquirers") for acquiring up to 9,25,868 equity shares of Rs. 10/- each of Chitradurga Spintex Limited (‘Target Company’) representing 26.00% of the of the Emerging Equity and Voting Share Capital of the Target Company at a price of Rs. 15/- per Share fully paid-up Equity Share (‘Offer Price’), through Open Offer under Regulation 3 (1) and 4 of SEBI (SAST) Regulations, 2011 (‘the Regulations’).

As per Regulation 13 (4) & 14 (3) of SEBI (SAST) Regulations, 2011, the Detailed Public Statement (DPS) has been published on 13[th] April, 2022.

A copy of the DPS is attached herewith for your reference and records. We are also submitting herewith a Soft Copy of the same in PDF format. You are requested to upload the same on your website.

Thanks & Regards,

For Navigant Corporate Advisors Limited

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Sarthak Vijlani Managing Director

DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF

M/S CHITRADURGA SPINTEX LIMITED

("CSL"/"TARGET COMPANY"/"TC") (Corporate Identication No. L85110KA1990PLC011467) Registered Ofce: P. B. No 9, Bangalore Road, Chitradurga District, Challakere, Karnataka - 577522 Phone No.: +91-08195-222258 / 222428 Email id: chitraspin@gmail.com; Website: www.chitradurga.co.in; www.chitraspinltd.com CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS

OPEN OFFER FOR ACQUISITION OF 9,25,868 (NINE LACS TWENTY FIVE THOUSAND EIGHT HUNDRED SIXTY EIGHT ONLY) FULLY PAID UP EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH ("EQUITY SHARES") CONSTITUTING 26.00% OF THE EMERGING EQUITY AND VOTING SHARE CAPITAL (*AS DEFINED BELOW) OF CSL, ON A FULLY DILUTED BASIS, FROM THE PUBLIC SHAREHOLDERS OF CSL BY MR. JITESH MAHENDRA PATODIA (ACQUIRER-1) AND MR. ANSHAY JITESH PATODIA (ACQUIRER-2) (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "ACQUIRERS") PURSUANT TO AND IN ACCORDANCE WITH REGULATION 3 (1) AND REGULATION 4 READ WITH OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED ("SEBI (SAST) REGULATIONS")

1. The Company has complied with the requirements of the Listing Agreement with BSE and as on date no penal action has been initiated by the BSE.

2. Standalone Financial Information of CSL for the nine months ended December 31, 2021 and nancial year ended March 31, 2021, March 31, 2020, and March 31, 2019.

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(Rs. in Lacs)
Nine Months ended Year ended Year ended Year ended
Particulars 31.12.2021 31.03.2021 31.03.2020 31.03.2019
(Unaudited) (Audited) (Audited) (Audited)
Total Revenue - - - -
Net Income i.e. Prot/(loss) after tax (3.91) (4.77) (3.57) (3.44)
EPS (0.85) (1.03) (0.77) (0.75)
Net worth /Shareholders’ Funds 101.28 105.19 109.95 113.52
9. As on the date of PA and DPS, the composition of Board of Directors of Target Company is as follows:
Date of appointment in
Name Designation DIN
Target Company
Shivanna Vishwanath Managing Director 00900773 17/05/1995
Rajasekharappa Shivanna Director 00900916 17/05/1995
Prasannakumar Siddappa Director 02752176 29/01/2009
Namrata Subhash Malu Director 03583659 25/03/2015
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This detailed public statement (“DPS’’) is being issued by M/s. Navigant Corporate Advisors Limited, the Manager to the Offer (“Manager”), on behalf of The Acquirers in compliance with Regulation 13 (4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations, 2011”), pursuant to the Public Announcement (PA) led on April 06, 2022 with the BSE Limited, Securities and Exchange Board of India (“SEBI”) and Target Company in terms of Regulation 3 (1), Regulation 4 read with regulation 15(1) and 13(2)(g) and 13(2A) of the SEBI (SAST) Regulations. Denitions:

"Equity Shares" means the fully paid -up equity shares of Target Company of face value of Rs. 10 (Rupees Ten Only) each.

"Existing Share & Voting Capital" means paid up share capital of the Target Company prior to Proposed preferential issue i.e. Rs. 46,10,300 divided into 4,61,030 Equity Shares of Rs. 10 Each.

" Emerging Voting Capital" means 35,61,030 fully paid -up equity shares of the face value of Rs. 10/- each of the Target Company being the capital post allotment of 31,00,000 equity shares to the Acquirers and others on preferential basis.

(E) DETAILS OF THE OFFER:

1. The Acquirers have made the Offer in accordance with the Regulation 3(1) and 4 of the Takeover Regulations vide the PA dated 06th April, 2022 to all the Public Shareholders of the Target Company for the acquisition of 9,25,868 (Nine Lacs Twenty Five Thousand Eight Hundred Sixty Eight only) Equity Shares ("Open Offer Shares") of the face value of Rs. 10/- each representing 26.00% of the Emerging Equity & Voting Capital of the Target Company at the "Offer Price" of Rs. 15/- (Rupees Fifteen only) per Equity Share payable in "Cash" and subject to the terms and conditions set out in the DPS and the Letter of Offer ("LOF").

"Proposed Preferential Issue" means the proposed preferential allotment as approved by Board of Directors of the Target Company at their Board Meeting held on 06th April, 2022 subject to approval of members and other regulatory approvals of 31,00,000 Equity Shares to the Acquirers and others of face value of Rs. 10 each at a premium of Rs. 5/per Share.

• “Open Offer/Offer” shall mean the Open Offer made by the Acquirers to the Public Shareholders of the Target Company for acquisition of 26.00% of the Emerging Voting Capital in accordance with the Regulations.

• The Offer is being made to all the Public Shareholders of the Target Company except the Acquirers, Sellers and Existing Promoters. The Equity Shares of the Target Company under the Offer will be acquired by Acquirers as fully paid-up, free from any lien, charges and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof.

I. ACQUIRERS, SELLERS, TARGET COMPANY AND OFFER: (A) INFORMATION ABOUT ACQUIRERS:

Acquirer – 1: Mr. Jitesh Mahendra Patodia

1. The Offer is neither conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the Takeover Regulations nor it is a competing offer in terms of Regulation 20 of the Takeover Regulations. This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of equity shares of the Target Company. Also, there is no differential pricing in this Offer as all the Equity Shares of the Target Company are fully paid-up.

2. Mr. Jitesh Mahendra Patodia S/o Mr. Mahendra Anantram Patodia, is a 53 years old Resident Indian currently residing at B-8, Konark Enclave, Bund Garden Road, Pune – 411001, Tel. No. +91-93710 05335, Email: jpatodia@sparescompany.com; He holds bachelor degree in commerce from University of Pune. He has not changed / altered his name at any point of time.

3. Acquirer-1 carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN) ADVPP2009E. Acquirer-1 is having more than 35 years of experience in the business of trading in two wheeler and four wheeler automobiles spares parts.

4. The Offer (assuming full acceptance to the Offer Size) will result in the minimum public shareholding (MPS) to fall below 25% of Emerging Equity & Voting Capital of the Target Company in terms of Regulation 38 of the Listing Regulations read with Rule 19A(1) of the Securities Contracts (Regulations) Rules, 1957 ("SCRR"). If the MPS falls below 25% of the Emerging Equity & Voting Capital, the Acquirers will comply with the provisions of Regulation 7(4) of the Takeover Regulations to maintain the MPS in accordance with the SCRR and the Listing Regulations.

5. Acquirer-1 does not belong to any group.

6. CA G D Khandelwal (Membership No. 040202), partner of M/s. Khandelwal Jain & Associates, Chartered Accountants (Firm Registration No. 139253W) having their ofce located at 1st Floor, Alankar Cinema Building, Pune - 411001, Tel: +91-020-26140566, Email: info@khandelwaljain.com has certied vide its certicate dated 23rd March, 2022 that Net Worth of Acquirer-1 is Rs. 1,802.56 Lacs as on 28th February, 2022 (UDIN: 22040202AFLJST4240).

7. The Offer is subject to the receipt of the statutory and other approvals as mentioned in Section VI of this DPS. In terms of Regulation 23(1)(a) of the Takeover Regulations, if the statutory approvals are not received, the Offer will stand withdrawn.

8. Acquirer-1 holds 30,000 Equity shares of Target Company as on the date of the PA and DPS. He has agreed to buy 57,630 Equity Shares (Sale Shares) from current Promoters and Promoter group of Target Company through Share Purchase Agreement (SPA) dated 06th April, 2022 and also agreed to subscribe 16,58,334 Equity Shares by way of Proposed Preferential Issue.

9. To the extent required and to optimize the value of all the shareholders, the Acquirers may subject to applicable shareholders' consent, enter into any compromise or arrangement, reconstruction, restructuring, merger, amalgamation, rationalizing and/or streamlining of various operations, assets, liabilities, investments, businesses or otherwise of the Target Company. Notwithstanding, the Board of Directors of the Target Company will take appropriate decisions in these matters in line with the requirements of the business and opportunities from time to time. The Acquirers intends to seek a reconstitution of the Board of Directors of the Target Company after successful completion of the Offer. However, no rm decision has been made in this regard by the Acquirers.

10. As on the date of this DPS, Acquirer-1 does not have any interest in Target Company, save and except the present shareholding and proposed shareholding to be acquired in the Target Company pursuant to proposed preferential issue and SPA.

Acquirer – 2: Mr. Anshay Jitesh Patodia

1. In terms of Regulation 25(2) of the Takeover Regulations, the Acquirers does not currently have any intention to alienate, restructure, dispose of or otherwise encumber any assets of Target Company in the succeeding two years from the completion of this Offer, except in the ordinary course of business and other than as already agreed, disclosed and / or publicly announced by Target Company. Notwithstanding anything contained herein and except with the prior approval of the shareholders of Target Company through a special resolution, passed by way of postal ballot, the Acquirers undertake that it will not restructure, sell, lease, dispose of or otherwise encumber any substantial assets of Target Company other than in the ordinary course of business and other than as already agreed, disclosed and / or publicly announced by Target Company.

2. Mr. Anshay Jitesh Patodia S/o Mr. Jitesh Mahendrakumar Patodia, is a 27 years old Resident Indian currently residing at B-8, Konark Enclave, Bund Garden Road, Pune – 411001, Tel. No. +91-98220 22706, Email: anshayp@gmail.com; He holds bachelor degree in Technology (Mechanical Engineering) from Vishwakarma Institute of Technology. He has not changed / altered his name at any point of time.

3. Acquirer-2 carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN) CEDPP3411F. Acquirer-2 is having more than 3 years of experience in the business of trading in two wheeler and four wheeler automobiles spares parts.

4. Acquirer-2 does not belong to any group.

5. The Manager to the Offer, Navigant Corporate Advisors Limited, does not hold any equity shares in the Target Company as on the date of DPS. The Manager to the Offer further declares and undertakes that they will not deal on their own account in the equity shares of the Target Company during the Offer Period.

6. CA G D Khandelwal (Membership No. 040202), partner of M/s. Khandelwal Jain & Associates, Chartered Accountants (Firm Registration No. 139253W) having their ofce located at 1st Floor, Alankar Cinema Building, Pune - 411001, Tel: +91-020-26140566, Email: info@khandelwaljain.com has certied vide its certicate dated 23rd March, 2022 that Net Worth of Acquirer-2 is Rs. 332.61 Lacs as on 28th February, 2022 (UDIN: 22040202AFLJXX8716).

II. BACKGROUND TO THE OFFER:

1. This Offer is a "Mandatory Offer" under the Regulation 3(1) and 4 of the Takeover Regulations being made by the Acquirers to the public shareholders of the Target Company for substantial acquisition of Equity Shares and Voting Rights accompanied with change in control of the Target Company.

2. Acquirer-2 holds 7,110 Equity shares of Target Company as on the date of the PA and DPS. He has agreed to buy 23,157 Equity Shares (Sale Shares) from current Promoter and Promoter Group of Target Company through Share Purchase Agreement (SPA) dated 06th April, 2022 and also agreed to subscribe 5,91,666 Equity Shares by way of Proposed Preferential Issue.

3. The Board of Directors of the Target Company, in their meeting held on 06th April, 2022 has subject to the approval of the shareholders of the Target Company and other regulatory approvals, as applicable, agreed to issue and allot, on a preferential basis, 31,00,000 fully paid up equity shares of face value of Rs. 10 each (the "Equity Shares") of the Target Company at a price of Rs. 15/- per Equity Shares aggregating to Rs. 465.00 Lacs representing 87.05% of the Emerging Share & Voting Capital of the Target Company to the Acquirers and others. Acquirers have also entered in to a Share Purchase Agreement dated 06th April, 2022 ("the SPA") with Ishwarappa Veerappa Mangala, Savanur Rekha, Shivanna Chandrasekhar Susheela, Sumana Basavaraju, Shivanna Jaya Prakash, Shivanna Koteshwar, Chandrasekhar Shivanna (“Selling Shareholders”) for acquiring 80,787 Equity Shares (“Sale Shares") of Rs. 10 each at a price of Rs. 10/- per Equity Share ("the Negotiated Price") aggregating to Rs. 8.08 Lacs representing 2.27% of Emerging Voting Capital of Target Company.

4. As on the date of this DPS, Acquirer-2 does not have any interest in Target Company, save and except the present shareholding and proposed shareholding to be acquired in the Target Company pursuant to proposed preferential issue and SPA.

The Equity Shares tendered in this offer will be acquired by Acquirers and there is no person acting in concert with Acquirers in this Open Offer.

(B) JOINT UNDERTAKINGS / CONFIRMATION BY THE ACQUIRERS:

1. The Acquirers undertake that if they acquire any further Equity Shares of the Target Company during the Offer Period, they will inform the Stock Exchanges and the Target Company within 24 hours of such acquisitions and they will not acquire any Equity Shares of the Target Company during the period between three working days prior to the commencement of the Tendering Period ("TP") and until the closure of the TP in accordance with Regulation 18(6) of the Regulations.

2. Consequent upon acquiring the shares pursuant to the preferential allotment and Sale Shares under SPA, the post preferential shareholding of the Acquirers will be 23,67,897 equity shares constituting 66.49% of the emerging capital. Pursuant to proposed allotment and SPA, the Acquirers will be holding substantial stake and will be in control over the Target Company. Accordingly, this offer is being made in terms of Regulation 3(1) and Regulation 4 read with Regulation 13(2A)(i) and other applicable provisions of the Takeover Regulations.

3. The Acquirers have not been prohibited by SEBI from dealing in securities in terms of directions issued under section 11B of the SEBI Act, as amended or under any other regulations made under the SEBI Act.

4. The Acquirers propose to continue existing business of the Target Company and may diversify its business activities in future with prior approval of Shareholders. The main purpose of this acquisition is to acquire complete management control of the Target Company. The Acquirers shall be classied as part of Promoter & Promoter group of Target Company.

5. The Acquirers undertake that they will not sell the Equity Shares of the Target Company held by them during the Offer Period in terms of Regulation 25(4) of the Takeover Regulations.

(C) DETAILS OF SELLING SHAREHOLDERS (THE SELLERS):

III. SHAREHOLDING AND ACQUISITION DETAILS:

1. The details of Sellers have been set out as under:

The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:

Name of Sellers	Address of Sellers	Part of the Promoter / Promoter Group (Yes / No)	Details of shares / voting rights held by the Selling Shareholders	Details of shares / voting rights held by the Selling Shareholders	Details of shares / voting rights held by the Selling Shareholders	Details of shares / voting rights held by the Selling Shareholders		The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:	The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:	The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:	The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:	The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:	The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:	The Current and proposed shareholding of the Acquirers in Target Company and the details of their acquisition is as follows:
			Pre- Transaction Post Transaction					Acquirers	Shareholding as on PA date th i.e. 06 April, 2022		Shares agreed to be acquired under Proposed Preferential Issue	Shares acquired between the PA date and the DPS date	Shares to be acquired in the Open Offer (assuming full acceptances)	Post Offer shareholding [assuming full acceptance] (On Diluted basis, as on th 10 working day after closing of tendering period)
			Number	%	Number	%
Ishwarappa Veerappa Mangala	Head Post Ofce Road, T R Nagara, CHALLAKERE - 577522. Karnataka	Yes	10,300	0.29%	Nil	Nil
Savanur Rekha	Sri Vinayaka Nilaya, opp Lions Club, T R Nagara, CHALLAKERE - 577522. Karnataka	Yes	23,400	0.66%	Nil	Nil
Shivanna Chandrasekhar Susheela	Opp Dallalara Samudaya Bhavana, C A Shivanna Oil Mill Compound, Bangalore RoadCHALLAKERE - 577522. Karnataka	Yes	11,610	0.33%	Nil	Nil
Sumana Basavaraju	, 2nd Cross, Shiva Nagara, Near T A T Mill, Bangalore Road, CHALLAKERE - 577522. Karnataka	Yes	10,300	0.29%	Nil	Nil		Mr. Jitesh Mahendra Patodia (Acquirer-1)	30,000 (0.84%)*	57,630 (1.62%)*	16,58,334 (46.57%)*	Nil (Nil)*	6,85,000 (19.24%)*	24,30,964 (68.27%)*
Shivanna Jaya Prakash	Shiva Nilaya, Head Post Ofce Road, T R Nagara, CHALLAKERE - 577522. Karnataka	Yes	8,470	0.24%	Nil	Nil
								Mr. Anshay Jitesh Patodia (Acquirer-2)	7,110 (0.20%)*	23,157 (0.65%)*	5,91,666 (16.61%)*	Nil (Nil)*	2,40,868 (6.76%)*	8,62,801 (24.23%)*
Shivanna Koteshwar	Unnati, 2nd Cross, Shiva Nagara, Near T A T Mill, Bangalore Road, CHALLAKERE-577522. Karnataka	Yes	14,150	0.40%	Nil	Nil
								Total	37,110 (1.04%)*	80,787 (2.27%)*	22,50,000 (63.18%)*	Nil (Nil)*	9,25,868 (26.00%)*	32,93,765 (92.49%)*
Chandrasekhar Shivanna	Opp Dallalara Samudaya Bhavana, C A Shivanna Oil Mill Compound, Bangalore Road, CHALLAKERE - 577522. Karnataka	Yes	2,557	0.07%	Nil	Nil
								* Computed as a %age of Emerging Voting Capital of CSL. IV.OFFER PRICE: 1. The Equity Shares of the Target Company are listed on BSE Limited, Mumbai (BSE). The shares are placed unde Group ‘XT’having a Scrip Code of“521244”& Scrip Id:“CHITRTX”on the BSE.
Total			80,787	2.27%	Nil	Nil

1. The Equity Shares of the Target Company are listed on BSE Limited, Mumbai (BSE). The shares are placed under Group ‘XT’ having a Scrip Code of “521244” & Scrip Id: “CHITRTX” on the BSE.

2. The equity shares of the Target Company are frequently traded within the meaning of explanation provided in Regulation 2(j) of the SEBI (SAST) Regulations on BSE.

3. As a percentage of emerging equity and voting share capital of the Target Company.

4. The Sellers have conrmed that they are not been prohibited by SEBI from dealing in securities in terms of directions issued under section 11B of the SEBI Act, as amended or under any other regulations made under the SEBI Act.

The annualized trading turnover of the equity shares of the Target Company on BSE during Twelve calendar months prior to the month of PA date (April, 2021 – March, 2022) is as given below:

Name of the Total number of equity shares traded Total Number Equity Annualized Trading Turnover Stock Exchange during the preceding 12 months Shares listed (as % of total Listed prior to the month of PA Equity Shares) BSE 1,51,333 4,61,030 32.82%

(D) INFORMATION ABOUT THE TARGET COMPANY: 1. CSL was originally incorporated on 10th December, 1990 under the Companies act 1956 in the name and style of "Chitradurga Spintex Private Limited". The name of the Target Company was changed to " Chitradurga Spintex Limited" vide fresh certicate for incorporation consequent on change on name dated 27th May, 1992 issued by the Registrar of Companies, Karnataka, Bangalore. The corporate identication number (CIN) of the Target Company is L85110KA1990PLC011467. The Registered ofce of CSL is presently situated at P. B. No 9, Bangalore Road, Chitradurga District, Challakere, Karnataka, 577522.; Phone No. +91-08195-222258 / 222428, Email id: chitraspin@gmail.com.

Source: www.bseindia.com

1. The Offer Price of Rs 15.00/- (Rupees Fifteen only) is justied in terms of Regulation 8 (2) of the SEBI (SAST) Regulations on the basis of the following:

SR. NO.	PARTICULARS	PRICE (IN RS. PER SHARE)	PRICE (IN RS. PER SHARE)
(a)	Highest of Negotiated price per Equity Share (Higher of SPA Price per Share and Price to bepayable in Proposed Preferential Issue byAcquirers)	15.00
(b)	The volume- weighted average price paid or payable for acquisitions by the Acquirers during 52 weeks immediately preceding the date of PA.	13.65
(c)	Highest price paid or payable for acquisitions by the Acquirers during 26 weeks immediately preceding the date of PA.	13.65
(d)	the volume-weighted average market price of shares for a period of sixty trading days immediately preceding the date of the public announcement as traded on the stock exchange where the maximum volume of trading in the shares of the target company are recorded during such period. (in case of frequently traded shares only)	13.95
(e)	Other Financial Parameters as at:	**31.12.2021 **	31.03.2021
	Return on Net worth(%)	(3.86%)	(4.53%)
	Book Valueper share	21.97	22.82
	Earnings per share	(0.85)	(1.03)

1. The Authorised Capital of CSL is Rs. 500.00 Lacs divided in to 50,00,000 Equity Shares of Face Value of Rs. 10/each. The Issued, Subscribed and Paid-up capital of CSL is Rs. 46.10 Lacs divided in to 4,61,030 Equity Shares of Face Value Rs. 10/- each. CSL has established its connectivity with both the National Securities Depositories Limited and Central Depositories Services (India) Limited. The ISIN of CSL is INE676G01024.

2. The main object of the Target Company is to carry on business of spinning (Open-end & conventional ring), yarn manufacturing, doubling, blending, reeling, baling, bundling, packing, weaving, processing, dyeing, bleaching, printing, mercers and textile industry and this includes manufacturing, processing, dealing in, exporting & importing products capable of being spun, woven and processed from cotton, wool, silk, man-made bres and other articial bres. The main object of the Target Company is related to Textiles. Presently the company do not have any operational revenue.

3. As on date, the Target Company does not have any partly paid-up equity shares. There are no outstanding warrants or options or similar instruments, convertible into Equity Shares at a later stage. No shares are subject to any lock in obligations.

4. The entire present and paid up Equity Shares of the Target Company is currently listed on BSE Limited, Mumbai ("BSE"). 6. The shares of the Target Company are listed at BSE Limited (“BSE”) having scrip code and id is 521244 and CHITRTX respectively. The Equity Shares of Target Company are frequently traded on BSE in terms of Regulation 2 (1) (j) of the Takeover Regulations.

5. There has been no corporate action requiring the price parameters to be adjusted.

6. In the event of any further acquisition of Equity Shares of the Target Company by Acquirers during the offer period, whether by subscription or purchase, at a price higher than offer price, then offer price will be revised upwards to be equal to or more than the highest price paid for such acquisition in terms of Regulation 8 (8) of the SEBI (SAST) Regulations. However it shall not be acquiring any equity shares of Target Company after the third working day prior to commencement of tendering period and until the expiry of tendering period. 6. If the Acquirers acquires any Equity Shares of the Target Company during the period of twenty-six weeks after the closure of Tendering Period at a price higher than the Offer Price, then the Acquirers shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose Equity Shares have been accepted in this Offer within sixty days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under another open offer under the Takeover Regulations, or pursuant to SEBI (Delisting of Equity Shares) Regulations, 2009 or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of Equity Shares of the Target Company in any form.

7. As on date of this DPS, there is no revision in the Offer Price or Offer Size. In case of any revision in the Offer Price or Offer Size, the Acquirers will comply with all the provisions of the Regulation 18(5) of the Takeover Regulations which are required to be fullled for the said revision in the Offer Price or Offer Size.

8. If there is any revision in the Offer Price on account of future purchases / competing offers, it will be done only upto one working day prior to the date of commencement of the TP in accordance with Regulation 18(4) of the Takeover Regulations and would be notied to the shareholders by way of another public announcement in the same newspapers where the DPS has appeared.

V. FINANCIAL ARRANGEMENTS:

1. Assuming full acceptance under the offer, the maximum consideration payable by the Acquirers under the offer would be Rs. 1,38,88,020/- (Rupees One Crore Thirty Eight Lacs Eighty Eight Thousand And Twenty Only) (“maximum consideration”) i.e. consideration payable for acquisition of 9,25,868 equity shares of the target Company at offer price of Rs. 15/- per Equity Share.

2. The Acquirers have adequate resources to meet the nancial requirements of the Open Offer. No funds are being borrowed from any bank or nancial institution for the purpose of this Open Offer by the Acquirers. 3. The Acquirers, the Manager to the Offer and Kotak Mahindra Bank Limited, a banking corporation incorporated under the laws of India, have entered into an escrow agreement for the purpose of the Offer (the “Escrow Agreement”) in accordance with regulation 17 of the SEBI (SAST) Regulations, 2011. Pursuant to the Escrow Agreement, the Acquirers on April 08, 2022 have deposited cash of an amount of Rs. 35,00,000 in an escrow account opened with Kotak Mahindra Bank Limited, which is in excess of 25% of the Offer Consideration. 4. The Acquirers has duly empowered Navigant Corporate Advisors Limited, the Manager to the Open Offer, to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations, 2011. 5. CA G D Khandelwal (Membership No. 040202), partner of M/s. Khandelwal Jain & Associates, Chartered Accountants (Firm Registration No. 139253W) has certied that the Acquirers have sufcient resources to make the fund requirement for fullling all the obligations under the Offer.

3. Based on the above and in the light of the escrow arrangement, the Manager to the Open Offer is satised that the rm arrangements have been put in place by the Acquirers to fulll their obligations through veriable means in relation to the Offer in accordance with the SEBI (SAST) Regulations, 2011.

VI. STATUTORY AND OTHER APPROVALS REQUIRED FOR THE OFFER:

1. To the best of knowledge and belief of the Acquirers, as of the date of this DPS, except approval of BSE in accordance with Regulation 28 of SEBI (LODR) Regulations, 2015 in respect of Proposed Preferential Issue, there are no other statutory approvals required for this Offer. However, if any statutory approval that become applicable prior to completion of this Offer, this Offer would be subject to the receipt of such other statutory approvals that may become applicable at a later date.

2. Non-resident equity shareholders who wish to tender their equity shares in the Target Company in this Offer will be required to submit all the applicable Reserve Bank of India (hereinafter referred to as “RBI”) approvals that they would have obtained for acquiring, the equity shares of the Target Company. In the event such RBI approvals are not submitted, the Acquirers reserves the sole right to reject the equity shares tendered in the Offer”.

3. The Acquirers, in terms of regulation 23 of the SEBI (SAST) Regulations, will have a right not to proceed with the Offer in the event the statutory approvals indicated above are refused. In the event of withdrawal, a PA will be made within 2 working days of such withdrawal, in the same newspapers in which this DPS has appeared. 4. In case of delay in receipt of any statutory approval, the SEBI may, if satised that delayed receipt of the requisite approvals was not due to any willful default or neglect of the Acquirers or failure of the Acquirers to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the shareholders as directed by the SEBI, in terms of regulation 18(11) of the SEBI (SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirers in obtaining the requisite approvals, regulation 17(9) of the SEBI (SAST) Regulations will also become applicable and the amount lying in the Escrow Account shall become liable to forfeiture.

4. No approval is required from any bank or nancial institutions for this Offer.

VII. TENTATIVE SCHEDULE OF THE ACTIVITIES PERTAINING TO THE OFFER:

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Activity Date Day
Public Announcement 06.04.2022 Wednesday
Publication of Detailed Public Statement in newspapers 13.04.2022 Wednesday
Submission of Detailed Public Statement to BSE, Target Company & SEBI 13.04.2022 Wednesday
Last date of ling draft letter of offer with SEBI 22.04.2022 Friday
Last date for a Competing offer 09.05.2022 Monday
Receipt of comments from SEBI on draft letter of offer 17.05.2022 Tuesday
Identied date 19.05.2022 Thursday
Date by which letter of offer be posted to the shareholders 26.05.2022 Thursday
Last date for revising the Offer Price 01.06.2022 Wednesday
Comments from Committee of Independent Directors of Target Company 31.05.2022 Tuesday
Advertisement of Schedule of activities for open offer, status of statutory and other
approvals in newspapers and sending to SEBI, Stock Exchanges and Target Company 01.06.2022 Wednesday
Date of Opening of the Offer 02.06.2022 Thursday
Date of Closure of the Offer 15.06.2022 Wednesday
Payment of consideration for the acquired shares 29.06.2022 Wednesday
Final report from Merchant Banker 06.07.2022 Wednesday
----- End of picture text -----*

*Identied Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of equity shares of the Target Company (except the Acquirers, Sellers and Existing Promoters) are eligible to participate in the Offer any time before the closure of the Offer.

VIII. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECIEPT OF LETTER OF OFFER:

1. All owners of Equity Shares (except the Acquirers, Sellers and Existing Promoters) whether holding Equity Shares in dematerialized form or physical form, registered or unregistered, are eligible to participate in the Offer any time before closure of the tendering period. 2. There shall be no discrimination in the acceptance of locked-in and non-locked-in shares in the Offer. The residual lock-in period shall continue in the hands of the Acquirers. The shares to be acquired under the Offer must be free from all liens, charges and encumbrances and will be acquired together with the rights attached thereto.

2. Persons who have acquired the Equity Shares of the Target Company but whose names do not appear in the register of members of the Target Company on the Identied Date or unregistered owners or those who have acquired the Equity Shares of the Target Company after the Identied Date or those who have not received the Letter of Offer, may also participate in this Offer.

3. The Open Offer will be implemented by the Acquirers through the Stock Exchange Mechanism made available by the Stock Exchange in the form of a separate window (“Acquisition Window”) as provided under the SEBI (SAST) Regulations and SEBI Circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 issued by SEBI and as amended by SEBI Circular CFD/DCR/2/CIR/P/2016/131 dated December 09, 2016 and as per further amendment vide SEBI Circular SEBI/HO/CFD/DCR-III/ CIR/P/2021/615 dated August 13, 2021.

4. BSE Limited shall be the designated Stock Exchange for the purpose of tendering shares in the Open Offer.

5. The Acquirers have appointed Allwin Securities Limited, Stock Broker for the open offer through whom the purchases and settlement of the Offer Shares tendered under the Open Offer shall be made. The contact details of the buying broker are as mentioned below:

Allwin Securities Limited

B-205/206, Ramji House, 30, Jambulwadi, Kalbadevi Road, Mumbai-400 002 Tel: +91-22-4344 6444 E-mail: allwinsec@gmail.com Website: www.allwinsecurities.com SEBI Registration No.: INZ000239635 7. All the shareholders who desire to tender their equity shares under the Open Offer will have to intimate their respective stock brokers (“Selling Brokers”) within the normal trading hours of the Secondary Market, during the Tendering period.

1. A separate Acquisition Window will be provided by the stock exchange to facilitate placing of sell orders. All the shareholders who desire to tender their equity shares under the Open Offer will have to intimate their respective stock brokers (“Selling Brokers”) within the normal trading hours of the Secondary Market, during the Tendering period. The Selling broker can enter orders for dematerialized as well as physical Equity shares.

2. The Letter of Offer along with a form of acceptance cum acknowledgement would also be available at the SEBI website, www.sebi.gov.in, and shareholders can also apply by downloading such forms from the said website. 10. No indemnity is needed from unregistered shareholders. IX. THE DETAILED PROCEDURE FOR TENDERING THE SHARES IN THE OFFER WILL BE AVAILABLE IN THE LETTER OF OFFER

X. OTHER INFORMATION:

1. The Acquirers and the Target Company have not been prohibited by SEBI from dealing in the securities under directions issued pursuant to Section 11B or under any other regulations made under the SEBI Act.

2. The Acquirers have appointed Navigant Corporate Advisors Limited as Manager to the Offer pursuant to regulation 12 of the SEBI (SAST) Regulations.

3. The Acquirer have appointed Purva Sharegistry (India) Private Limited as Registrar to the Offer having ofce at Unit No. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Near Lodha Excelus, Lower Parel (E), Mumbai – 400011; Tel No.: +91-22–23016761/8261; E-mail ID: support@purvashare.com, Website: www.purvashare.com, Contact Person: Ms. Deepali Dhuri

4. This Detailed Pubic Statement would also be available at SEBI’s website, www.sebi.gov.in

5. This Detailed Pubic Statement is being issued on behalf of the Acquirers by the Manager to the Offer i.e. M/s Navigant Corporate Advisors Limited.

6. The Acquirers accepts the full responsibility for the information contained in PA and DPS and also for the obligations of the Acquirers as laid down in the SEBI (SAST) Regulations, 2011 and subsequent amendments made thereof.

ISSUED BY MANAGER TO THE OFFER FOR AND ON BEHALF OF THE ACQUIRERS MR. JITESH MAHENDRA PATODIA AND MR. ANSHAY JITESH PATODIA NAVIGANT CORPORATE ADVISORS LIMITED 423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri Kurla Road, Andheri (East), Mumbai-400-059. Tel No. +91 22 4120 4837 / 4973 5078 Email id: navigant@navigantcorp.com Website: www.navigantcorp.com SEBI Registration No: INM000012243 Contact person: Mr. Sarthak Vijlani Place: Mumbai Date: April 12, 2022

Sunjeet Comm.