MT EDUCARE LIMITED — Capital/Financing Update 2019

May 17, 2019

Mahesh R. Oshetty

A-1302, Kalinga, Nirmal Nagar, Mulund - Goregoan Link Road, Mulund (W), Mumbai - 400 080.

Date: May 17, 2019

The Manager (CRD)	The Manager - Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Plot no. C/1, G Block,
Dalal Street, Fort,	Bandra-Kurla Complex, Bandra (East)
Mumbai- 400001	Mumbai - 400 051
Scrip Code: 534312	Symbol: MTEDUCARE

Dear Sir,

Subject: Notice of Offer for Sale (OFS) of up to 55,66,936 Equity Shares ("Shares") having face value of Rs.10/- each of MT Educare Limited (Scrip Code: 534312) by Mr. Mahesh Shetty (Seller), Promoter of MT Educare Limited ("the Company"), through Stock Exchange Mechanism.

Pursuant to clause 5(b) of SEBI Circular No. CIR/MRD/DP/18/2012 dated July 18, 2012, as amended by by circulars nos. CIR/MRD/DP/04/2013 dated January 25, 2013, circular nos. CIR/MRD/DP/17/2013 dated May 30, 2013, CIR/MRD/DP/24/2014 dated August 8, 2014, CIR/MRD/DP/31/2014 dated December 1, 2014, CIR/MRD/DP/12/2015 dated June 26, 2015, CIR/MRD/DP/36/2016 date February 15, 2016, CIR/MRD/DP/65/2017 dated June 27, 2017 and SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018 ("OFS Circular") issues of Securities Exchange Board of India (SEBI) pertaining to comprehensive guidelines on offer for sale through stock exchange mechanism and section 21 of chapter 1 of the "Master Circular for Stock Exchange and Clearing Corporation" issued by SEBI through its circular no. SEBI/HO/MRD/DP/CIR/P/2016/135 dated December 16, 2016 (the "OFS Master Circular", and together with the OFS Circular, the "SEBI OFS Circulars"), I wish to inform you that, myself Mr. Mahesh Shetty, Promoter of the Company, being the selling promoter proposes to sell up to 55,66,936 shares of face value of Rs.10/- each representing 7.71% of total paid-up equity share capital of the Company on Day of OFS through sale on separate designated window of BSE Limited (the "BSE") and the National Stock Exchange of India Limited ("NSE", and together with the BSE, the "Stock Exchanges") in accordance with the "Revised Comprehensive modified Guidelines for Bidding in Offer for Sale (OFS) Segment" issued by BSE through its notices no. notice no. 20190118-43 dated January 18, 2019, notice no. 20160218-33 dated February 18, 2016, notice no. 20150702-28 dated July 2, 2015, and, to the extent applicable, the previous notices issued by the BSE in this regard, including notice no. 20150122-30 dated January 22, 2015, notice no. 20140902-33 dated September 2, 2014, notice no. 20130129-23 dated January 29, 2013, notice no. 20120727-26 dated July 27, 2012, notice no. 20120228-30 dated February 28, 2012 and notice no. 20120222-34 dated February 22, 2012; and in accordance with the "Revised Scheme - Offer for Sale through Exchange Platform" issued by the NSE through its circular no. 08/2019 dated January 18, 2019, circular no. 29/2015 dated June 30, 2015, and, to the extent applicable, the previous circulars issued by the NSE in this regard, including circular no. 6/2015 dated January 28, 2015, circular no. 4412014 dated September 2, 2014, circular no. 52/2013 dated May 30, 2013, circular no. 0037/2013 dated January 31, 2013, circular no. 005/2013 dated January 30, 2013, circular no. 52/2012 dated August 2, 2012, circular no. 73/2012 dated February 24, 2012, and circular no. 2/2012 dated February 21, 2012 (the "Offer").

The offer shall be undertaken exclusively by the Seller's Brokers named below on a Separate window provided by the Stock Exchanges for this purpose.

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Mahesh R. Oshetty

A-1302, Kalinga, Nirmal Nagar, Mulund - Goregoan Link Road, Mulund (W), Mumbai - 400 080.

The details of offer, in accordance with the requirement of Clause 5(b) of the SEBI OFS circular are set forth below. Other Important information in relation to the Sale is set out below under the heading "Important Information", and the information included therein forms an integral part of the terms and conditions of the sale. Brokers and prospective Buyers are required to read the information included in this notice in its entirety along with the SEBI OFS Circular.

Details required to be mentioned Particulars of the Offerin the notice
SelleroftheName(Promoter/promoter group)	Mr. Mahesh Shetty
Name of the Company whoseshares are proposed to be soldand ISIN	MT Educare Limited (the "Company")ISIN: INE472M01018
Name of the Stock Exchangewhere orders shall be placed	BSE LimitedNational Stock Exchange of India Limited
Designated Stock Exchange	BSE Limited
Date and time of the Openingand Closing of the Sale	The Offer shall take place over two trading days, as provided below:For Non-Retail Investors: May 20, 2019 ("T")The Sale shall take place on a separate window of the StockExchanges on T Day i.e. May 20, 2019, Commencing at 9:15 a.m.and shall close at 3:30 p.m. (Indian Standard Time) on the samedate. On the T+1 day, Non-Retail Investors may Indicate theirwillingness to carry forward their bids to T+1 day (defined below).Please note that only Non-Retail Investors shall be allowed toplace their bids on T day i.e. May 20, 2019For Retail Investors (define below) and for Non-Retail Investorswho choose to carry forward their bid on May 21, 2019 ("T+1$Day''$ )The Offer shall continue to take place on a separate window of theStock Exchanges on T+1 day i.e. May 21, 2019, Commencing at 9:15.a.m. and shall close at 3:30 p.m. (Indian Standard Time) on thesame date.Please note that only Retail Investors shall be allowed to place theirbids only on T+1 day. Further, those Non-Retail Investors who haveplaced their bids on T day and have chosen to carry forward theirbids to T+1 day, shall be allowed to revise their bids on T+1 day asper the SEBI OFS Circulars
	(T day and T+1 day, collectively referred to as, "Offer Dates")The allocation shall be on the proportionate method basis at a
Allocation Methodology	single clearing price basis in accordance with SEBI OFS Circulars.

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Nahesh R. Schetty

A-1302, Kalinga, Nirmal Nagar, Mulund - Goregoan Link Road, Mulund (W), Mumbai - 400 080.

Details required to be mentionedin the notice	Particulars of the Offer
	Retails Category10% of the Offer Size shall be reserved for Retail Investors subjectto the receipt of valid bids (the "Retail Category"). The StockExchange will decide the quantity of shares eligible to be consideredin the Retail Category, based on the Floor Price (defined below) tobe declared by the seller. Unsubscribed portion of the sharesreserved for Retail Investors shall be eligible for allocation in theNon-Retail Category in respect of their un-allotted bids on T Daywho choose to carry forward their bid to T+1 Day. Such non-RetailInvestors, choosing to carry forward their bid to T+1 Day, arerequired to indicate their willingness to carry forward their bid on TDay.
	No single bidder other than Mutual Funds Registered with theSecurities Exchange Board of India under SEBI (Mutual Funds)Regulations, 1996 and insurance companies registered with theInsurance Regulatory and Development Authority under theInsurance Regulatory and Development Authority Act, 1999 shall beallocated more than 25% of the Sale shares being offered in theOffer.
	Non-Retail CategoryNon-Retail Investors shall have an option to carry forward their bidsfrom T day to T+1 day. Non- Retail Investor choosing to carryforward their bids to T+1 day are required to indicate theirwillingness to carry forward bids. Further, such investors can alsorevise their bids on T+1 day in accordance with the SEBI OFSCirculars.
	Non-Retail Category Allocation MethodologyA minimum of 25% of the shares in the Offer shall be reserved formutual funds Registered with the Securities Exchange Board ofIndia under SEBI (Mutual Funds) Regulations, 1996 and insurancecompanies registered with the Insurance Regulatory andDevelopment Authority under the Insurance Regulatory andDevelopment Authority Act, 1999, subject to receipt of validbids/orders at or above the Floor Price and as per allocationmethodology.
	In the event of any under subscription by mutual Funds andinsurance companies, the unsubscribed portion shall be available toother bidders.
	Retail Category Allocation Methodology1. Retail Investors shall mean individual investor who placesbids for shares of total value of not more that Rs. 2,00,000/-

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Nahesh R. Schetty $\overline{A-130}$

Details required to be mentioned Particulars of the Offer
in the notice	(Rupees Two Lakhs Only) aggregated across the exchanges("Retail Investor").2. 10% of the shares being offered in the Offer shall bereserved for retail investors, subject to receipt of valid bids.3. 5% discount is being offered to retail Investors.4. Retail Investors will have option to place their bid at "Cut-off Price". Cut-off Price means the lowest price at which theOffer Shares are sold, as shall be determined based on allvalid bids received in Non-Retail Category on T day.Upon determining cut off price for the retail category, theOffer Shares reserved for such category shall be allocated toeligible bids of retail investors on proportionate pricemethod at single clearing price in accordance with the SEBIOFS Circulars. Any unutilized portion shall be offered tonon-retail category bidders. In case of excess demand in theretail category at the cut off price, allocation shall be doneon a proportionate basis.Any unsubscribed portion of the Retail Category shall, afterallotment, be eligible for allocation in the Non-RetailCategory to the un-allotted bidders on T day who choose tocarry forward their bids on T+1 day. Such Non-RetailInvestors, choosing to carry forward their bid to T+1 day,are required to indicate their willingness to carry forwardtheir bid to T+1 day.
Number of Shares proposed tobe sold by the seller pursuant toSale	Up to 55,66,936 (Fifty Five Lakhs Sixty Six Thousands Nine Hundredand Thirty Six Only) Equity Shares of face value of Rs. 10 each,representing 7.71% of the total paid up equity share capital of theCompany offered by seller (hereinafter referred to as the "Offer
Maximum number of shares that	Shares / Offer Size").N.A.
the Seller may choose to sell
over and above the offer made
in the Sale.
Seller's Broker	Name: Choice Equity Broking Private LimitedAddress: Shree Shakambhari Corporate Park, Plot No156-158,J.B.Nagar, Andheri(East)-Mumbai -400 099Tel No.: +91-22-67079999Email ID:customercare@choiceindia.comContact Person: Mr. Ajay KejriwalSEBI Registration Number: INZ000160131
Floor Price	The floor price of the Offer shall be Rs.76 per equity share of theCompany.
Retail Discount	5% discount is being offered to retail investors to the Cut-Off Price

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$0 - 47$

Mahesh R. Oshetty

Kalinga, Nirmal Nagar, Mulund - Goregoan Link Road, Mulund (W), Mumbai - 400 080. in accordance with the SEBI OFS Circulars. The final allocation price to retail investors may be below the Floor Price for the sale. The Seller reserves the right to not proceed with the Sale at any Conditions for withdrawal or time prior to Opening of the Sale. cancellation of the Sale In the event that valid orders are not placed for the entire number of Offer shares at or above the Floor Price or in case of defaults in settlement obligation, the Seller reserves the right to either conclude the Sale to the extent of orders placed or cancel the Sale in full. The decision to either accept or reject the Sale shall be at the sole discretion of the Seller. 1. Non-institutional investors bidding in the non-retail category Conditions for participating in shall deposit 100% of the bid value in cash up- front with the the Sale clearing corporation at the time of placing bids for the Offer. 2. Institutional investors have an option of placing bids without any upfront payment. In case of institutional investors who place bids with 100% of the bid value deposited upfront, custodian confirmation shall be within trading hours. In case of institutional investors who place bids without depositing 100% of the bid value upfront, custodian confirmation shall be as per the existing rules for secondary market transactions and applicable SEBI OFS Circulars. 3. In respect of bids in the retail category, clearing corporation shall collect margin to the extent of 100% of order value in cash or cash equivalents, Pay-in and pay-out for retail bids shall take place as per applicable SEBI OFS Circulars. 4. The funds collected shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments. 5. Individual retail investors shall have the option to bid in the retail category and the non-retail category. However, if the cumulative bid value by an individual investor across the retail and non-retail categories exceeds Rs. 2,00,000/- (Rupees Two Lakhs), the bids in the retail category will become ineligible. Further, if the cumulative bid value by an individual investor in the retail category across Stock Exchange exceeds Rs. 2,00,000/- (Rupees Two Lakh only), such bids shall be rejected. 6. Retail Investors may enter a price bid or opt for bidding at the Cut-Off Price. 7. Modification or cancellation of orders (a) - Orders placed by institutional investors and by non- institutional investors, with 100% of the bid value. deposited upfront: Such orders can be modified or cancelled any time during the trading hours; (b) Orders placed by institutional investors without depositing 100% of the bid value upfront: Such orders cannot be modified or cancelled by the investors or stock brokers, except for

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Quelli

	Darticulars of the OfferKalinga, Nirmal Nagar, Mulund - Goregoan Link Road, Mulund (W), Mumbai - 400 080.
	making upward revision in the price or quantity. In case of anypermitted modification or cancellation of the bid, the fundsshall be released / collected on a real-time basis by the clearingcorporation; (c) Bids carried forward by non-retail investors toT+1 day may be revised in accordance with the SEBI OFSCirculars.8. Bidder shall also be liable to pay any other fees, as may belevied by the Stock Exchange, including Securities TransactionTax $(STT)$ .9. Multiple orders from a single bidder shall be permitted.10. In case of default in pay-in by any bidder, an amountaggregating to 10% of the order value shall be charged aspenalty from the investor and collected from the broker. Thisamount shall be credited to the investor Protection Fund of theStock Exchange.11. The equity shares of the Company other than the Offer Sharesshall continue trading in the normal market. However, in caseof market closure due to the incidence of breach of "Marketwide index based circuit filter", the Offer shall also be halted.
Settlement	Settlement shall take place on a trade for trade basis. For non-1.institutional investors and institutional investors who placeorders with 100% of the order value deposited upfront,settlement shall take place On T+1 day in accordance with theSEBI OFS CircularsIn the case of institutional investors who place bids without2.depositing 100% of the order value upfront, settlement shallbe as per the existing rules for secondary market transactions(i.e., on T+2 day).3. For the bids received on T+1 day, from the Retail Category, thesettlement shall take place on T+3 day.4. For the bids received on T+1 day, from the un-allotted non-Retail investors who choose to carry forward their bid on T+1day with 100% of the order value deposited upfront, thesettlement shall take place on T+2 day.5. For the bids received on T+1 day, from the un-allotted non-Retail investors who choose to carry forward their bid on T+1day without depositing 100% of the order value upfront, thesettlement shall take place on T+3 day.

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Important Information

The Offer for Sale is personal to each prospective bidder (including individuals, funds or otherwise) registered with the broker of the Stock Exchanges who makes a bid (each a "Bidder") and neither the Sale nor this Notice constitutes an offer to sell or invitation or solicitation of an offer to buy, to the public, or to any other person or class of persons requiring any prospectus or offer document to be

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any regulatory authority or to any other person or class of person A-1302, Kalinga, Nirmal Nagara Mulund - Goregoan Link Road, Mulund (W), Mumbai - 400 080.

The Sale is being carried out in accordance with the SEBI OFS Circulars and subject to the circulars, Rules and regulations issued by the Stock Exchanges from time to time. There will be no public offer of the Sale Shares in India under the Companies Act, 2013 (as notified and applicable) as amended from time to time ("Companies Act") or in any other jurisdiction. Accordingly, no documents have been or will be prepared, registered or submitted for approval as a "prospectus" or an offer document with the Registrar of Companies in India under the Companies Act and/or Securities and Exchange Board of India ("SEBI") under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations"), or to the Stock Exchanges or any other regulatory or listing authority in India or abroad, and no such document will be circulated or distributed to any person in any jurisdiction, including in India. The Bidders acknowledge and agree that any buy order or bid shall be made solely on the basis of publicly available information and any information available with SEBI, Stock Exchanges, Company's website or any other public domain, together with the information contained in this Notice. The Sale is subject to the further terms set forth in the contract note to be provided to the successful Bidders.

This Notice is for information purposes only and is neither an offer nor invitation to buy or sell nor a solicitation of an offer to buy to sell any securities, nor shall there be any sale of securities in any jurisdiction ("Other Jurisdiction") in which such offer, solicitation or sale is or may be unlawful whether prior to registration or qualification under the securities laws of any such jurisdiction or otherwise. This Notice and the information contained herein are not for publication or distribution, directly or indirectly, to persons in any Other Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. Prospective Bidders should seek appropriate legal advice prior to participating in the Sale.

This Notice or information contained herein is not for release, publication or distribution in the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia (together, the "United States"), and is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company in the United States. The Sale Shares have not been and will not be registered under the U.S. Securities Act of 1933 ("Securities Act") and may not be offered or sold in the United States except in transactions exempt from the registration requirements of the Securities Act. The Sale Shares will be offered outside the United States through offshore transactions in reliance upon Regulation S under the Securities Act. The purchasers of Sale Shares are hereby advised that any resale of such shares must be made in accordance with the registration requirements of the securities laws in the United States.

By submitting a bid in connection with the Sale or receiving the Sale Shares, each Bidder and any broker acting on such Bidder's behalf will be deemed to have (a) read and understood this Notice in its entirety. (b) Accepted and complied with the terms and conditions set out in this Notice; and (c) represented, Agreed and acknowledged that such Bidder is, and at the time the Sale Shares are purchased, will be, the beneficial owner of such Sale Shares, not an affiliate of the Company or a person acting on behalf of such an affiliate and located outside the United States and purchasing such Sale Shares in reliance upon Regulation.

By submitting a bid on behalf of a buyer in connection with the Sale, each broker will also be deemed to have represented, agreed and acknowledged that it is located outside the United States and that none

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and SI persons acting on its or their behalf has (a) engaged or will engage in

A-1302 Kaning & Numab Nagas Multurd (3Geregnen Link Regate Multurd (We Munabai culo 080 Act) in connection with the offer or sale of the Sale Shares, (b) engaged or will engage in any form of general solicitation or general advertising (each, within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Sale Shares and (e) offered or will offer and sell the Sale Shares except outside the United States in reliance upon Regulation.

Thanking You, Yours faithfully,

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Mr. Mahesh Shetty Promoter - MT Educare Limited