TANFAC Industries Ltd. - M&A Activity 2022

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April 21, 2022

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Dear Sir(s)

Subject: Submission of letter of offer for open offer for acquisition of up to 25,93,500 (twenty five lakh ninety three thousand and five hundred) fully paid-up equity shares of face value of ₹ 10 (Rupees ten only) each (“Equity Shares”), representing 26.00% (twenty six percent) of the Voting Share Capital ( as defined in the Letter of Offer ) of Tanfac Industries Limited (“Target Company”), from the Public Shareholders ( as defined in the Letter of Offer ) of the Target Company by Anupam Rasayan India Limited (“Acquirer”), pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “SEBI (SAST) Regulations”) (the “Open Offer” or “Offer”). No person is acting in concert with the Acquirer for the purpose of this Open Offer.

With reference to the aforesaid Open Offer, please find enclosed a copy of the Pre-Offer Advertisement and Corrigendum to the Detailed Public Statement (“ Pre-Offer Advertisement cum Corrigendum ”) for your kind reference. The Pre-Offer Advertisement cum Corrigendum is being published in all the newspapers in which the DPS was published, i.e., in Financial Express (English – All editions), Jansatta (Hindi – All editions), Makkal Kural (Tamil – Tamil editions), and Navshakti (Marathi editions).

All capitalised terms not defined herein shall have the same meaning, as specified in the enclosed PreOffer Advertisement cum Corrigendum.

We request you to kindly upload the Pre-Offer Advertisement cum Corrigendum on your website at the earliest.

Yours faithfully

For Edelweiss Financial Services Limited

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Authorised Signatory Name: Neetu Ranka Designation: Director

Edelweiss Financial Services Limited Corporate Identity Number: L99999MH1995PLC094641

Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4009 4400 Fax: +91 22 4019 4890 www.edelweissfin.com

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PRE-OFFER ADVERTISEMENT IN ACCORDANCE WITH REGULATION 18(7) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, AND CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF

TANFAC INDUSTRIES LIMITED Registered Office: Plot No.14, SIPCOT Industrial Complex, Kudikadu, Cuddalore, Tamil Nadu - 607005 Corporate Identification Number (CIN): L24117TN1972PLC006271, Tel: +91-4142-239001/239002; Website: www.tanfac.com

promoter of the Target Company with effect from 11 March 2022. In addition, simultaneously with the acquisition of 24,89,802 Equity Shares of the Target Company, the Acquirer has, in accordance with applicable law, including the SEBI (SAST) Regulations, appointed Mr. Afzal Harunbhai Malkani as a non-executive non-independent director on the board of directors of the Target Company with effect from 11 March 2022. Further, Mr. Jayant Vasant Dhobley has also resigned as a director of the Target Company with effect from 11 March 2022. Mr. Sendhil Kalyanasundaram Naathan continues as the Managing Director of the Target Company in the capacity of the nominee of the Acquirer with effect from 11 March 2022. Details regarding the status of statutory and other approvals: As on date, the conditions precedent specified in the Share Purchase Agreement (as set out in paragraph 6(vi) of Section III(A) (Background to the Open Offer) of the Letter of Offer) have been satisfied. To the best of the knowledge of the Acquirer, there are no statutory or governmental approvals required for the consummation of the Transaction. However, if any other statutory or governmental approval(s) are required or become applicable at a later date before closure of the Tendering Period, this Open Offer shall be subject to such statutory approvals and the Acquirer shall make the necessary applications for such statutory approvals and the Underlying Transaction and the Open Offer would also be subject to such other statutory or other governmental approval(s). In case of delay in receipt of any other statutory approval that may be required by the Acquirer at a later date, as per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that such non-receipt was not attributable to any wilful default, failure or neglect on the part of the Acquirer to diligently pursue such approvals, grant an extension of time to the Acquirer for making payment of the consideration to the Public Shareholders whose Offer Shares have been accepted in the Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest in accordance with Regulation 18(11) of the SEBI (SAST) Regulations. Where any statutory approval extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Open Offer. All Public Shareholders (including resident or non-resident shareholders) must obtain all requisite approvals required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in this Open Offer. Further, if the holders of the Equity Shares, who are not persons resident in India, had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept this Open Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares. The Acquirer shall complete all procedures relating to payment of consideration under this Open Offer within 10 Working Days from the date of closure of the Tendering Period of the Open Offer to those Public Shareholders whose Equity Shares are accepted in the Open Offer. Revised schedule of activities: Part VII (Tentative Schedule of Activity) of the Detailed Public Statement has been amended and the revised schedule of activities pertaining to the Open Offer is set out below:	promoter of the Target Company with effect from 11 March 2022. In addition, simultaneously with the acquisition of 24,89,802 Equity Shares of the Target Company, the Acquirer has, in accordance with applicable law, including the SEBI (SAST) Regulations, appointed Mr. Afzal Harunbhai Malkani as a non-executive non-independent director on the board of directors of the Target Company with effect from 11 March 2022. Further, Mr. Jayant Vasant Dhobley has also resigned as a director of the Target Company with effect from 11 March 2022. Mr. Sendhil Kalyanasundaram Naathan continues as the Managing Director of the Target Company in the capacity of the nominee of the Acquirer with effect from 11 March 2022. Details regarding the status of statutory and other approvals: As on date, the conditions precedent specified in the Share Purchase Agreement (as set out in paragraph 6(vi) of Section III(A) (Background to the Open Offer) of the Letter of Offer) have been satisfied. To the best of the knowledge of the Acquirer, there are no statutory or governmental approvals required for the consummation of the Transaction. However, if any other statutory or governmental approval(s) are required or become applicable at a later date before closure of the Tendering Period, this Open Offer shall be subject to such statutory approvals and the Acquirer shall make the necessary applications for such statutory approvals and the Underlying Transaction and the Open Offer would also be subject to such other statutory or other governmental approval(s). In case of delay in receipt of any other statutory approval that may be required by the Acquirer at a later date, as per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that such non-receipt was not attributable to any wilful default, failure or neglect on the part of the Acquirer to diligently pursue such approvals, grant an extension of time to the Acquirer for making payment of the consideration to the Public Shareholders whose Offer Shares have been accepted in the Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest in accordance with Regulation 18(11) of the SEBI (SAST) Regulations. Where any statutory approval extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Open Offer. All Public Shareholders (including resident or non-resident shareholders) must obtain all requisite approvals required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in this Open Offer. Further, if the holders of the Equity Shares, who are not persons resident in India, had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept this Open Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares. The Acquirer shall complete all procedures relating to payment of consideration under this Open Offer within 10 Working Days from the date of closure of the Tendering Period of the Open Offer to those Public Shareholders whose Equity Shares are accepted in the Open Offer. Revised schedule of activities: Part VII (Tentative Schedule of Activity) of the Detailed Public Statement has been amended and the revised schedule of activities pertaining to the Open Offer is set out below:	promoter of the Target Company with effect from 11 March 2022. In addition, simultaneously with the acquisition of 24,89,802 Equity Shares of the Target Company, the Acquirer has, in accordance with applicable law, including the SEBI (SAST) Regulations, appointed Mr. Afzal Harunbhai Malkani as a non-executive non-independent director on the board of directors of the Target Company with effect from 11 March 2022. Further, Mr. Jayant Vasant Dhobley has also resigned as a director of the Target Company with effect from 11 March 2022. Mr. Sendhil Kalyanasundaram Naathan continues as the Managing Director of the Target Company in the capacity of the nominee of the Acquirer with effect from 11 March 2022. Details regarding the status of statutory and other approvals: As on date, the conditions precedent specified in the Share Purchase Agreement (as set out in paragraph 6(vi) of Section III(A) (Background to the Open Offer) of the Letter of Offer) have been satisfied. To the best of the knowledge of the Acquirer, there are no statutory or governmental approvals required for the consummation of the Transaction. However, if any other statutory or governmental approval(s) are required or become applicable at a later date before closure of the Tendering Period, this Open Offer shall be subject to such statutory approvals and the Acquirer shall make the necessary applications for such statutory approvals and the Underlying Transaction and the Open Offer would also be subject to such other statutory or other governmental approval(s). In case of delay in receipt of any other statutory approval that may be required by the Acquirer at a later date, as per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that such non-receipt was not attributable to any wilful default, failure or neglect on the part of the Acquirer to diligently pursue such approvals, grant an extension of time to the Acquirer for making payment of the consideration to the Public Shareholders whose Offer Shares have been accepted in the Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest in accordance with Regulation 18(11) of the SEBI (SAST) Regulations. Where any statutory approval extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Open Offer. All Public Shareholders (including resident or non-resident shareholders) must obtain all requisite approvals required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in this Open Offer. Further, if the holders of the Equity Shares, who are not persons resident in India, had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept this Open Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares. The Acquirer shall complete all procedures relating to payment of consideration under this Open Offer within 10 Working Days from the date of closure of the Tendering Period of the Open Offer to those Public Shareholders whose Equity Shares are accepted in the Open Offer. Revised schedule of activities: Part VII (Tentative Schedule of Activity) of the Detailed Public Statement has been amended and the revised schedule of activities pertaining to the Open Offer is set out below:	promoter of the Target Company with effect from 11 March 2022. In addition, simultaneously with the acquisition of 24,89,802 Equity Shares of the Target Company, the Acquirer has, in accordance with applicable law, including the SEBI (SAST) Regulations, appointed Mr. Afzal Harunbhai Malkani as a non-executive non-independent director on the board of directors of the Target Company with effect from 11 March 2022. Further, Mr. Jayant Vasant Dhobley has also resigned as a director of the Target Company with effect from 11 March 2022. Mr. Sendhil Kalyanasundaram Naathan continues as the Managing Director of the Target Company in the capacity of the nominee of the Acquirer with effect from 11 March 2022. Details regarding the status of statutory and other approvals: As on date, the conditions precedent specified in the Share Purchase Agreement (as set out in paragraph 6(vi) of Section III(A) (Background to the Open Offer) of the Letter of Offer) have been satisfied. To the best of the knowledge of the Acquirer, there are no statutory or governmental approvals required for the consummation of the Transaction. However, if any other statutory or governmental approval(s) are required or become applicable at a later date before closure of the Tendering Period, this Open Offer shall be subject to such statutory approvals and the Acquirer shall make the necessary applications for such statutory approvals and the Underlying Transaction and the Open Offer would also be subject to such other statutory or other governmental approval(s). In case of delay in receipt of any other statutory approval that may be required by the Acquirer at a later date, as per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that such non-receipt was not attributable to any wilful default, failure or neglect on the part of the Acquirer to diligently pursue such approvals, grant an extension of time to the Acquirer for making payment of the consideration to the Public Shareholders whose Offer Shares have been accepted in the Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest in accordance with Regulation 18(11) of the SEBI (SAST) Regulations. Where any statutory approval extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Open Offer. All Public Shareholders (including resident or non-resident shareholders) must obtain all requisite approvals required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in this Open Offer. Further, if the holders of the Equity Shares, who are not persons resident in India, had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept this Open Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares. The Acquirer shall complete all procedures relating to payment of consideration under this Open Offer within 10 Working Days from the date of closure of the Tendering Period of the Open Offer to those Public Shareholders whose Equity Shares are accepted in the Open Offer. Revised schedule of activities: Part VII (Tentative Schedule of Activity) of the Detailed Public Statement has been amended and the revised schedule of activities pertaining to the Open Offer is set out below:
No.	Name of Activity	Original Schedule of Activities (4) (Date and Day) (As disclosed in the DLoF)	Revised Schedule of Activities (4) (Date and Day)
1.	Issue of Public Announcement	Tuesday, 1 February2022	Tuesday, 1 February2022
2.	Publication of the DPS in Newspapers	Tuesday, 8 February2022	Tuesday, 8 February2022
3.	Last date for filing of the Draft Letter of Offer with SEBI	Tuesday, 15 February2022	Tuesday, 15 February2022
4.	Last date for public announcement for competingoffer(s)	Wednesday, 2 March 2022	Wednesday, (1) 2 March 2022
5.	Last date for receipt of comments from SEBI on the Draft Letter of Offer (in the event SEBI has not sought clarifcation or additional information from the Manager to the Open Offer)	Wednesday, 9 March 2022	Monday, (2) 4 April 2022
6.	(3) Identifed Date	Friday, 11 March 2022	Wednesday, 6 April 2022
7.	Last date for dispatch of the Letter of Offer to the Public Shareholders of the Target Company whose names appear on the register of members on the Identifed Date	Monday, 21 March 2022	Wednesday, 13 April 2022
8.	Last date by which a committee of independent directors of the Target Company is required to give its recommendation to the Shareholders of the Target Company for this Open Offer	Thursday, 24 March 2022	Wednesday, 20 April 2022
9.	Last date for upward revision of the Offer Price and/or the Offer Size	Friday, 25 March 2022	Thursday, 21 April 2022
10.	Date of publication of Open Offer opening public announcement, in the Newspapers	Friday, 25 March 2022	Thursday, 21 April 2022
11.	Date of commencement of the Tendering Period	Monday, 28 March 2022	Friday, 22 April 2022
12.	Date of closure of the Tendering Period	Friday, 8 April 2022	Friday, 6 May2022
13.	Last date of communicating the rejection/ acceptance and completion of payment of consideration or refund of Equity Shares to the Public Shareholders of the Target Company	Wednesday, 26 April 2022	Monday, 23 May 2022
14.	Last date for publication of post Open Offer public announcement in the Newspapers	Wednesday, 4 May2022	Monday, 30 May2022
15.	Date by which the underlying transaction which triggered the Open Offer will be completed	-	The Acquirer has completed the purchase of 24,89,802 Equity Shares of the Target Company from the Sellers in accordance with the terms and conditions under the SPA and in compliance with the SEBI (SAST) R e g u l a t i o n s o n 11 March 2022 and has accordingly acquired and exercises joint control of and over the Target Company and has become a promoter of the Target Company w i t h e f f e c t f r o m 11 March 2022.

3.4 The Public Shareholders are requested to refer to Section VIII ( Procedure for Acceptance and Settlement of the Open Offer ) of the Letter of Offer in relation to, inter alia, the procedure for tendering their Equity Shares in the Open Offer and are also required to adhere to and follow the procedure outlined therein. A summary of the procedure for tendering Equity Shares in the Open Offer is as below:
All Public Shareholders who desire to tender their Equity Shares under the Open Offer will have to intimate their respective Selling Brokers within the normal trading hours of the secondary market, during the Tendering Period. A separate Acquisition Window will be provided to facilitate placing of sell orders on the Stock Exchange. The Selling Broker will mark lien on the Equity Shares tendered in the Open Offer. The Buying Broker may also act as Selling Broker for Public Shareholders.
The Open Offer will be implemented by the Acquirer through Stock Exchange Mechanism made available by the BSE in the form of separate window (“ Acquisition Window ”) as provided under the SEBI (SAST) Regulations, SEBI circular bearing reference number CIR/CFD/POLICYCELL/1/ 2015 dated 13 April 2015, as amended read along with SEBI circular CFD/DCR2/CIR/P/2016/131 dated 9 December 2016 and SEBI circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated 13 August 2021, as amended, including any guidelines and circulars issued in relation to the same by the Stock Exchange, clearing corporations and SEBI (“ Acquisition Window Circulars ”).
In accordance with Regulation 16(1) of the SEBI (SAST) Regulations, the Draft Letter of Offer was filed with SEBI on 15 February 2022. The final observations from SEBI were received under Regulation 16(4) of the SEBI (SAST) Regulations by way of SEBI’s letter dated 1 April 2022 received by the Manager to the Offer on 4 April 2022 (“ SEBI Observation Letter ”).
Material Updates: The comments specified in the SEBI Observation Letter and certain changes (occurring after the date of the Public Announcement) which may be material have been incorporated in the Letter of Offer. The Acquirer has completed the purchase of 24,89,802 Equity Shares of the Target Company from the Sellers in accordance with the terms and conditions under the SPA and in compliance with the SEBI (SAST) Regulations on 11 March 2022 and has accordingly acquired and exercises joint control of and over the Target Company and has become a

AI assistant

TANFAC Industries Ltd. M&A Activity 2022

61879_rns_2022-04-21_aebbd073-9b44-4ddc-b7df-b1f13d2032e1.pdf

BSE Limited

PRE-OFFER ADVERTISEMENT IN ACCORDANCE WITH REGULATION 18(7) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, AND CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF

TANFAC INDUSTRIES LIMITED Registered Office: Plot No.14, SIPCOT Industrial Complex, Kudikadu, Cuddalore, Tamil Nadu - 607005 Corporate Identification Number (CIN): L24117TN1972PLC006271, Tel: +91-4142-239001/239002; Website: www.tanfac.com

AI assistant

TANFAC Industries Ltd. — M&A Activity 2022

61879_rns_2022-04-21_aebbd073-9b44-4ddc-b7df-b1f13d2032e1.pdf

BSE Limited

PRE-OFFER ADVERTISEMENT IN ACCORDANCE WITH REGULATION 18(7) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, AND CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF

TANFAC INDUSTRIES LIMITED Registered Office: Plot No.14, SIPCOT Industrial Complex, Kudikadu, Cuddalore, Tamil Nadu - 607005 Corporate Identification Number (CIN): L24117TN1972PLC006271, Tel: +91-4142-239001/239002; Website: www.tanfac.com

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