Draft Letter of Offer

July 31, 2024

For Eligible Equity Shareholders only

AASTAMANGALAM FINANCE LIMITED

Our Company was originally incorporated in the name and style of “Upaasana Finance Private Limited” as a Private
Limited Company which was subsequently converted into a Public Limited Company under the Companies Act, 1956
with the name and style “Upaasana Finance Limited” pursuant to a Fresh Certificate of Incorporation granted by the.
Registrar of Companies, Tamilnadu at Chennai on June 15, 1988. There was name change of the company to “Upasana
Finance Limited” w.e.f. January 9, 1995. Later there was name change of the company to “Aastamangalam Finance
Limited” w.e.f. March 4, 2022. The Corporate Identity Number of our Company is L65191TN1985PLC011503. For
details of changes in Registered Office of our Company, please see “General Information” on page 37 of this Draft
Letter of Offer.
Registered Office: No.51 Hunters Road, Choolai, Chennai, Tamil Nadu, 600112
Tel: 044-28478605 Email:upasana_shares@yahoo.com Website: www.uflindia.com
Contact Person: Mr. Binod Kumar Chowdhury
Corporate Identity Number: L65191TN1985PLC011503
OUR PROMOTERS:
Mrs Bhavika M Jain, Mrs Khushbu Mohan Kumar Jain and Mrs Rekha M Jain
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF AASTAMANGALAM FINANCE LIMITED (OUR
“COMPANY”) ONLY
ISSUE OF UP TO [●] FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹10/- EACH OF OUR COMPANY (THE “RIGHTS EQUITY
SHARES”) FOR CASH AT A PRICE OF ₹[●] PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER RIGHTS EQUITY SHARE)
AGGREGATING UP TO ₹3030.00 LAK HS* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE
RATIO OF [●] RIGHTS EQUITY SHARES FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY
SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●], 2024 (THE “ISSUE”). FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE”
ON PAGE 100 OF THIS DRAFT LETTER OF OFFER.
*Assuming full subscription
PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES
AMOUNT PAYABLE PER RIGHTS EQUITY SHARE* Face Value Premium (₹) Total (₹)
(₹)
On Application 10.00 [●] [●]
Total (₹) 10.00 [●] [●]
* For further details on Payment Schedule, see “Terms of the Issue” on page100 of this Draft Letter of Offer.
WILFUL DEFAULTERS OR FRAUDULENT BORROWERS
Neither our Company nor any of our Promoters or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the
risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment
decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The securities being offered in the Issue have
not been recommended or approved by the Securities and Exchange Board of India (the “SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Draft
Letter of Offer. Specific attention of investors is invited to the statement of “Risk Factors” on page 21.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to
our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Letter of Offer is true and correct in all material
aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material
respect.
LISTING
The existing Equity Shares are listed on BSE Limited (“BSE”) (BSE, the “Stock Exchanges”). Our Company has received the “in-principle” approvals from BSE
for listing the Rights Equity Shares to be allotted pursuant to the Issue through letter dated [●], 2024. Our Company will also make applications to the Stock
Exchanges to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of this Issue, the Designated Stock Exchange is BSE.
REGISTRAR TO THE ISSUE

Integrated Registry Management Services Pvt. Ltd (Integrated Enterprises (India) Ltd)
Kences Towers, 2nd Floor, No.1, Ramakrishna Street, North Usman Road, T.Nagar, Chennai - 600 017
Telephone: +91 44 28140801-803; Fax No: 044-28142479
Email: corpserv@integratedindia.in; Website: www.integratedindia.in
Investor Grievance ID: yuuraj@integratedindia.in
SEBI Registration No: INR000000544
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR ON MARKET ISSUE CLOSES ON**
RENUNCIATION*
[●], 2024 [●], 2024 [●], 2024
*
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights
Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date.
**
Our Board or the Securities Issue Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30
days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant
after the Issue Closing Date.
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ii
 TABLE OF CONTENTS

SECTION I – GENERAL .................................................................................................................................... 4

DEFINITIONS AND ABBREVIATIONS ................................................................................................... 4
NOTICE TO INVESTORS ........................................................................................................................ 13
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION.................... 15
FORWARD LOOKING STATEMENTS ................................................................................................. 17
SUMMARY OF DRAFT LETTER OF OFFER ...................................................................................... 18
SECTION II: RISK FACTORS ........................................................................................................................ 21
SECTION III: INTRODUCTION .................................................................................................................... 36
THE ISSUE .................................................................................................................................................. 36
GENERAL INFORMATION ..................................................................................................................... 37
CAPITAL STRUCTURE ........................................................................................................................... 42
OBJECTS OF THE ISSUE ........................................................................................................................ 47
STATEMENT OF TAX BENEFITS................................................................................................................. 51
SUB: STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO
AASTAMANGALAM FINANCE LIMITED ("THE COMPANY") AND ITS SHAREHOLDERS ("THE
STATEMENT"). ......................................................................................................................................... 51
INDUSTRY OVERVIEW .................................................................................................................................. 53
OUR BUSINESS .......................................................................................................................................... 58
OUR MANAGEMENT ............................................................................................................................... 60
SECTION V: FINANCIAL INFORMATION ................................................................................................. 63
FINANCIAL STATEMENTS .................................................................................................................... 63
ACCOUNTING RATIOS AND CAPITALISATION STATEMENT .................................................... 79
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ...................................................................................................................................... 81
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................... 88
OUTSTANDING LITIGATION AND DEFAULTS ................................................................................ 88
MATERIAL DEVELOPMENTS ............................................................................................................... 91
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 92
TERMS OF THE ISSUE ................................................................................................................................... 98
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES.................................... 124
RESTRICTIONS ON PURCHASES AND RESALES .......................................................................... 125
SECTION VIII: OTHER INFORMATION .................................................................................................. 134
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................. 134
DECLARATION .............................................................................................................................................. 135

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 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates
or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation,
act, regulation, rule, guideline, policy, circular, notification or clarification will be deemed to include all
amendments, supplements, re-enactments and modifications thereto from time to time, and any reference to a
statutory provision shall include any subordinate legislation made from time to time thereunder. The words and
expressions used but not defined in this Draft Letter of Offer will have the same meaning as assigned to such
terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act and
the rules and regulations made thereunder, as applicable.

The following list of capitalised terms used in this Draft Letter of Offer is intended for the convenience of the
reader/prospective investor only and is not exhaustive.

Terms used in “Summary of Letter of Offer”, “Financial Statements”, “Statement of Special Tax Benefits”,
“Outstanding Litigations and Defaults” and “Terms of the Issue” on pages 18, 64, 51, 90 and 101, respectively
of this Draft Letter of Offer, shall, unless indicated otherwise, have the meanings ascribed to such terms in the
respective sections.

General Terms

Term Description
“Company”, “Our Aastamangalam Finance Limited, a public limited company incorporated
Company”, “the Company”, under the Companies Act, 1956 whose registered office is situated at No.51
or “AFL” Hunters Road, Choolai, Chennai, Tamil Nadu, 600112.
“We”, “Our”, “Us”, or “our Unless the context otherwise requires, indicates or implies or unless otherwise
Group” specified, our Company along with our Subsidiaries, and our Associates, on
a consolidated basis, as applicable, as at and during the relevant Fiscal

Company Related Terms

Term Description
“Articles of Association” or Articles of association of our Company, as amended from time to time
“Articles”
Audit Committee The audit committee of our Board
“Auditors” or “Statutory The statutory auditors of our Company, namely Venkat and Rangaa LLP &
Auditors” Co. Chartered Accountants
“Board of Directors”, or The board of directors of our Company or any duly constituted committee
“Board” or “our Board” thereof.
Chief Financial Officer The Chief Financial Officer of our Company, S Mohan Kumar
Director(s) The director(s) on our Board, as disclosed in “Our Management” on page 61
of this Draft Letter of Offer
Equity Shares Equity shares of face value of ₹10/- each of our Company
Group Companies Group companies of our Company as determined in terms of Regulation
2(1)(t) of SEBI ICDR Regulations
Independent Directors An independent Director appointed as per the Companies Act, 2013 and the
SEBI Listing Regulations. For details of the Independent Directors, see “Our
Management” on page 61 Draft Letter of Offer
“Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb)
Personnel” or “KMP” of the SEBI ICDR Regulations, as disclosed in “Our Management” on page
61 Draft Letter of Offer
Material Subsidiaries We do not have any material subsidiary
Memorandum of Memorandum of Association of our Company, as amended from time to time
Association
Non-Executive Director(s) A Director, not being an Executive Director of our Company.
Promoter Group Unless the context requires otherwise, the promoter group of our Company as
determined in accordance with Regulation 2(1)(pp) of the SEBI ICDR

4
 Term Description
Regulations. For further details, see “Capital Structure” on page 42 of this
Draft Letter of Offer
Promoters The promoters of our Company, being Mrs Bhavika M Jain, Mrs Khushbu Mohan
Kumar Jain, Mrs Rekha M Jain. For further details, see “Capital Structure” on
page 42 of this Draft Letter of Offer
Registered Office Registered office of our Company situated at No.51 Hunters Road, Choolai,
Chennai, Tamil Nadu, 600112. For details of changes in registered office of
our Company, see “General Information” on page 37 of this Draft Letter of
Offer
“Shareholders” or “Equity The holders of the Equity Shares from time to time
Shareholders”
Subsidiaries We do not have any subsidiary

Issue Related Terms

Term Description
“Abridged Letter of Offer” The abridged letter of offer to be sent to the Eligible Equity Shareholders of
or “ALOF” our Company with respect to the Issue in accordance with the provisions of
the SEBI ICDR Regulations and the Companies Act
Additional Rights Equity The Rights Equity Shares applied or allotted under this Issue in addition to
Shares the Rights Entitlement
“Allotment” or “Allot” or Allotment of Rights Equity Shares pursuant to the Issue
“Allotted”
Allotment Accounts The accounts opened with the Banker(s) to the Issue, into which the
Application Money lying credit to the escrow account and amounts blocked
by Application Supported by Blocked Amount in the ASBA Account, with
respect to successful Applicants will be transferred on the Transfer Date in
accordance with Section 40(3) of the Companies Act
Allotment Account Bank(s) Banks which are clearing members and registered with SEBI as bankers to
an issue and with whom the Allotment Accounts will be opened, in this case
being, [●]
Allotment Advice The note or advice or intimation of Allotment sent to each successful
Applicant who has been or is to be Allotted the Rights Equity Shares
pursuant to the Issue
Allotment Date Date on which the Allotment is made pursuant to the Issue
Allottee(s) Person(s) to whom the Rights Equity Shares are Allotted pursuant to the
Issue
“Applicant(s)” or Eligible Equity Shareholder(s) and/or Renouncee (s) who are entitled to
“Investor(s)” make an application for the Rights Equity Shares pursuant to the Issue in
terms of the Letter of Offer
Application Application made through submission of the Application Form or plain
paper Application to the Designated Branch(es) of the SCSBs or online/
electronic application through the website of the SCSBs (if made available
by such SCSBs) under the ASBA process, to subscribe to the Rights Equity
Shares at the Issue Price
Application Form Unless the context otherwise requires, an application form used by an
Applicant to make an application for the Allotment of Rights Equity Shares
in this Issue
Application Money Aggregate amount payable at the time of Application, i.e., ₹ [●] per Rights
Equity Share in respect of the Rights Equity Shares applied for in this Issue
“Application Supported by Application (whether physical or electronic) used by Applicant(s) to make
Blocked Amount” or an application authorising the SCSB to block the Application Money in a
“ASBA” specified bank account maintained with the SCSB
ASBA Account An account maintained with SCSBs and as specified in the Application Form
or plain paper Application, as the case may be, by the Applicant for blocking
the amount mentioned in the Application Form or in the plain paper
Application
ASBA Circulars Collectively, SEBI circular bearing reference number

5
 Term Description
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI
circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29,
2011, and the SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020
Banker(s) to the Issue Collectively, Application Money Collection Bank, Allotment Account Bank
and the Refund Bank, being [●]
Banker(s) to the Issue Agreement dated [●], 2024 entered into by and among our Company, the
Agreement Registrar to the Issue and the Banker(s) to the Issue for collection of the
Application Money from Applicants/Investors, transfer of funds to the
Allotment Account and where applicable, refunds of the amounts collected
from Applicants/Investors, on the terms and conditions thereof
Basis of Allotment The basis on which the Rights Equity Shares will be Allotted to successful
Applicants in consultation with the Designated Stock Exchange in this Issue,
as described in “Terms of the Issue” on page 100 of this Draft Letter of Offer.
Controlling Branches / Such branches of the SCSBs which coordinate with the Lead Manager, the
Controlling Branches of the Registrar to the Issue and the Stock Exchanges, a list of which is available
SCSBs on SEBI updated from time to time, or at such other website(s) as may be
prescribed by the SEBI from time to time.
Demographic Details Details of Investors including the Investor’s address, PAN, DP ID, Client
ID, bank account details and occupation, where applicable.
Designated Branch(es) Such branches of the SCSBs which shall collect the Applications, as the case
may be, used by the ASBA Investors and a list of which is available on the
website of SEBI and/or such other website(s) as may be prescribed by the
SEBI from time to time
Designated Stock Exchange BSE Ltd
Eligible Equity Existing Equity Shareholders as at the Record Date. Please note that the
Shareholder(s) investors eligible to participate in the Issue exclude certain overseas
shareholders. For further details, please see “Notice to Investors” on page 13
of this Draft Letter of Offer
Escrow Collection Bank Bank(s) which are clearing members and registered with SEBI as banker to
an issue and with whom the escrow account will be opened, in this case being
[●]
FPIs Foreign portfolio investors as defined under the SEBI FPI Regulations
Fraudulent Borrower Fraudulent Borrower(s) as defined under Regulations 2(1)(lll) of the SEBI
ICDR Regulations
“Issue” or “Rights Issue” This issue of up to [●] fully paid-up Equity Shares of face value of ₹10/-
each of our Company for cash at a price of ₹[●] (including a premium of
₹[●] per Rights Equity Share) aggregating up to ₹3000.00Lakhson a rights
basis to the Eligible Equity Shareholders of our Company in the ratio of [●]
Rights Equity Share for every [●] fully paid-up Equity Shares held by the
Eligible Equity Shareholders on the Record Date.

On Application, Investors will have to pay ₹[●] per Rights Equity Share
which constitutes 100% of the Issue ________
*Assuming full subscription with respect to Rights Equity Shares
Issue Closing Date [●], 2024
Issue Materials Letter of Offer, the Abridged Letter of Offer, the Application Form, the
Rights Entitlement Letter and any other material relating to the Issue
Issue Opening Date [●], 2024
Issue Period The period between the Issue Opening Date and the Issue Closing Date,
inclusive of both days, during which Applicants/Investors can submit their
application, in accordance with the SEBI ICDR Regulations.
Issue Price ₹[●] per Equity Share

On Application, investors will have to pay ₹[●] per Rights Equity Share
which constitutes 100% of the Issue Price
Issue Proceeds The gross proceeds raised through the Issue
Issue Size The issue of up to [●] Rights Equity Shares aggregating to ₹3000.00 Lakhs*

6
 Term Description
________
*Assuming full subscription with respect to Rights Equity Shares
Letter of Offer The letter of offer dated [●] to be filed with the Stock Exchanges and SEBI
Listing Agreement The uniform listing agreements entered into between our Company and the
Stock Exchanges in terms of the SEBI Listing Regulations
Multiple Application Forms Multiple application forms submitted by an Eligible Equity
Shareholder/Renouncee in respect of the Rights Entitlement available in
their demat account. However supplementary applications in relation to
further Equity Shares with/without using additional Rights Entitlements will
not be treated as multiple application.
Net Proceeds Issue Proceeds less the Issue related expenses. For further details, please see
“Objects of the Issue” on page 47 of this Draft Letter of Offer
Non-ASBA Investor Investors other than ASBA Investors who apply in the Issue otherwise than
through the ASBA process
Non-Institutional Investors An Investor other than a Retail Individual Investor or Qualified Institutional
Buyer as defined under Regulation 2(1) (jj) of the SEBI ICDR Regulations
Payment Schedule Payment schedule under which 100% of the Issue Price is payable on
Application, i.e., ₹[●] per Rights Equity Share
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1) (ss) of the
Buyers or QIBs SEBI ICDR Regulations
Record Date Designated date for the purpose of determining the Equity Shareholders
eligible to apply for Rights Equity Shares in the Issue, being [●], 2024
Refund Bank The Bankers to the Issue with whom the refund account will be opened, in
this case being [●]
Registrar Agreement Agreement dated [●], 2024 between our Company and the Registrar to the
Issue in relation to the responsibilities and obligations of the Registrar to the
Issue pertaining to this Issue
Registrar to the Issue / Integrated Registry Management Services Private Limited (SEBI
Registrar Registration No.: INR000000544) having their office at Kences Towers, 2nd
Floor, No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai -
600017.
Renouncee(s) Person(s) who has/have acquired Rights Entitlements from the Eligible
Equity Shareholders on renunciation
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements which shall commence from the Issue Opening Date. Such
period shall close on [●], 2024 in case of On Market Renunciation. Eligible
Equity Shareholders are requested to ensure that renunciation through off-
market transfer is completed in such a manner that the Rights Entitlements
are credited to the demat account of the Renouncee on or prior to the Issue
Closing Date

7
 Rights Entitlement(s) Number of Rights Equity Shares that an Eligible Equity Shareholder is
entitled to in proportion to the number of Equity Shares held by the Eligible
Equity Shareholder on the Record Date, in this case being [●] Rights Equity
Shares for every [●] Equity Shares held by an Eligible Equity Shareholder
Rights Equity Shares Equity Shares to be Allotted pursuant to this Issue.
Rights Entitlement Letter Letter including details of Rights Entitlements of the Eligible Equity
Shareholders. The Rights Entitlements are also accessible on the website of
our Company
SCSB(s) Self-certified syndicate banks registered with SEBI, which acts as a banker
to the Issue and which offers the facility of ASBA. A list of all SCSBs is
available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&intmId=34
Stock Exchanges Stock exchanges where the Equity Shares are presently listed. The shares of
AFL are currently listed at BSE Limited.
Transfer Date The date on which the Application Money held in the escrow account and
the Application Money blocked in the ASBA Account will be transferred to
the Allotment Account(s) in respect of successful Applications, upon
finalisation of the Basis of Allotment, in consultation with the Designated
Stock Exchange
Wilful Defaulter Company or person categorised as a wilful defaulter by any bank or financial
institution (as defined under the Companies Act, 2013) or consortium
thereof, in accordance with the guidelines on wilful defaulters issued by RBI
Working Days In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day
means all days on which commercial banks in Mumbai are open for business.
Further, in respect of Issue Period, working day means all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in
Mumbai are open for business. Furthermore, the time period between the
Issue Closing Date and the listing of Equity Shares on the Stock Exchanges,
working day means all trading days of the Stock Exchanges, excluding
Sundays and bank holidays, as per circulars issued by SEBI

Industry Related Terms

Term/Abbreviation Description/ Full Form

AFC Asset Finance Company

CIC-ND-SI Systemically Important Core Investment Company
CRAR / Capital to risk The ratio measures a bank's financial stability by measuring its available
weighted assets capital as a percentage of its risk-weighted credit exposure
Commercial Banks A bank that offers services to the general public and to companies
DFIs Development Finance Institutions
Gross non-performing Gross non-performing loans are the sum of all the loans that have been defaulted
assets / GNPA by the individuals who have acquired loans from the financial institution.
IBC Insolvency and Bankruptcy Code
IC Investment Company
IFC Infrastructure Finance Company
Insurance Companies A financial intermediary which offers direct insurance or reinsurance services,
providing financial protection from possible hazards in the future
LC Loan Company
MGC Mortgage Guarantee Companies
MSMEs Micro, Small and Medium Enterprises
MUDRA or Micro Units MUDRA is a public sector financial institution in India. It provides loans at low
Development and rates to micro-finance institutions and non-banking financial institutions which
Refinance Agency then provide credit to MSMEs
Mutual Funds A mutual fund is a Company that brings together money from many people and
invests it in stocks, bonds or other assets
NBFCs or Non-Banking The entities that provide certain bank-like financial services but do not hold a
Finance Companies banking license. NBFCs are not subject to the banking regulations and oversight

8
 Term/Abbreviation Description/ Full Form

by federal and state authorities adhered to by traditional banks

NOFHC NBFC- Non-Operative Financial Holding Company
NBFC-ND-SI Systemically Important Non-Deposit Taking Non-Banking Financial Company
Net Owned Fund Net Owned Funds means the aggregate of paid-up equity share capital and
free reserves as reduced by accumulated losses and intangible assets
Pension Funds A fund from which pensions are paid, accumulated from contributions from
employers, employees, or both.
Private Sector Banks or Private sector banks are those in which private individuals or private
PVBs corporations own a significant portion of the bank's equity
Public Sector Banks or A public bank is a bank, a financial institution, in which a state, municipality, or
PSBs public actors are the owners. It is an enterprise under government control
RBI Reserve Bank of India
Return on Assets or ROA The term return on assets (ROA) refers to a financial ratio that indicates how
profitable a Company is in relation to its total assets
Return on Equity or ROE It is a measure of financial performance calculated by dividing net income
by shareholders' equity
SCBs Scheduled Commercial Banks

Conventional and General Terms or Abbreviations

Term/Abbreviation Description/ Full Form

AIF(s) Alternative investment funds, as defined and registered with SEBI under the SEBI
AIF Regulations
AS or Accounting Accounting standards issued by the ICAI
Standards
BSE BSE Limited
CAGR Compounded annual growth rate
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the
SEBI AIF Regulations
Category I FPIs FPIs who are registered as “Category I foreign portfolio investors” under the SEBI
FPI Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the
SEBI AIF Regulations
Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the
SEBI FPI Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the
SEBI AIF Regulations
CBDT Central Board of Direct Taxes, Government of India
CDSL Central Depository Services (India) Limited
Central Government Central Government of India
CGU Cash Generating Unit
CIN Corporate Identity Number
Civil Code Code of Civil Procedure, 1908
Client ID The client identification number maintained with one of the Depositories in
relation to the demat account
Companies Act 1956 The Companies Act, 1956, read with the rules, regulations, clarifications and
modifications notified thereunder
Companies Act or The Companies Act, 2013, read with the rules, regulations, clarifications and
Companies Act, 2013 modifications notified thereunder
Depositories Act Depositories Act, 1996
Depository A depository registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DP ID Depository Participant Identity
“DP” or “Depository Depository participant as defined under the Depositories Act
Participant”
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce

9
 Term/Abbreviation Description/ Full Form
and Industry (formerly Department of Industrial Policy and Promotion),
Government of India
EBIT Earnings Before Interest And Taxes
EBITDA Earnings Before Interest, Taxes, Depreciation, Impairment And Amortisation
ECB External Commercial Borrowings
ECB Guidelines The FEMA, the FEMA Borrowing and Lending Regulations, the ECB Master
Directions and the FEMA Reporting Master Directions, taken together
ECB Master Directions Master Direction – External Commercial Borrowings, Trade Credits and
Structured Obligations dated March 26, 2019 issued by the RBI,as amended from
time to time
EGM Extraordinary General Meeting
EPS Earnings Per Share
EUR Euro
FCCB Scheme The Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through
Depository Receipt Mechanism) Scheme, 1993, as amended and the clarifications
issued thereunder by the Government of India from time to time, including a
notification dated November 27, 2008, issued by the Government of India
FCNR Account Foreign Currency Non-Resident Account
FDI Foreign direct investment
FDI Circular 2020 Consolidated FDI Policy Circular of 2020
FDI Policy Consolidated Foreign Direct Investment Policy notified by DPIIT through
notification dated October 28, 2020, issued by DPIIT, effective from October 15,
2020
FEMA The Foreign Exchange Management Act, 1999
FEMA Borrowing and The Foreign Exchange Management (Borrowing and Lending) Regulations, 2018,
Lending Regulations as amended from time to time
FEMA Reporting Master The Master Direction on Reporting under the FEMA dated January 1, 2016, as
Directions amended from time to time
FEMA Rules The Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as
amended from time to time
“Financial Year” or “Fiscal Period of 12 months ending March 31 of that particular year
Year” or “Fiscal” or “FY
FIR First information report
FPI Foreign portfolio investors as defined under the SEBI FPI Regulations
FVCI Foreign Venture Capital Investors registered under the SEBI FVCI Regulations
GAAP Generally Accepted Accounting Principles in India
Gazette Official Gazette of India
GDP Gross domestic product
GIR General Index Register
GOI Government of India
Government Central Government and/ or the State Government, as applicable
GST Goods and services tax
IBC The Insolvency and Bankruptcy Code, 2016
ICAI Institute of Chartered Accountants of India
IEPF Investor Education and Protection Fund
IFRS International Financial Reporting Standards
Income-tax Act Income Tax Act, 1961
Ind AS Indian Accounting Standards as specified under section 133 of the Companies Act
2013 read with Companies (Indian Accounting Standards) Rules 2015
Ind AS 34 Indian Accounting Standard 34 “Interim Financial Reporting” prescribed under
section 133 of the Companies Act 2013 read with Companies (Indian Accounting
Standards) Rules 2015
India Republic of India
ISIN International Securities Identification Number
IST Indian Standard Time
IT Information Technology
KYC Know Your Customer

10
 Term/Abbreviation Description/ Full Form
LOC Letter of comfort
MCA Ministry of Corporate Affairs, Government of India
Mutual Fund Mutual fund registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996
NACH National Automated Clearing House
NAV Net Asset Value per Equity Share at a particular date computed based on total
equity divided by number of Equity Shares
NEFT National Electronic Fund Transfer
Net Retail NPA Represents closing balance of the Net NPA of our Retail AUM as at the last day
of the relevant year or period.
Net Worth Net worth means the aggregate value of the paid-up share capital and all reserves
created out of the profits and securities premium account and debit or credit
balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not
written off, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation
NOF Net Owned Funds
NPCI National Payments Corporation of India
NR Non-resident or person(s) resident outside India, as defined under the FEMA
NRE Non- Residential External
NRE Account Non-resident external account
NRI A person resident outside India, who is a citizen of India and shall have the same
meaning as ascribed to such term in the Foreign Exchange Management (Deposit)
Regulations, 2016
NRO Non- Resident Ordinary
NRO Account Non-resident ordinary account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCBs or Overseas A company, partnership, society or other corporate body owned directly or
Corporate Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in which
not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003, and immediately before
such date had taken benefits under the general permission granted to OCBs under
FEMA
OCI Overseas Citizen of India
ODI Off-shore Derivate Instruments
p.a. Per annum
P/E Ratio Price to Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PMLA Prevention of Money Laundering Act, 2002
PSU Public Sector Undertaking
RBI Reserve Bank of India
RBI Stressed Asset The Reserve Bank of India (Prudential Framework for Resolution of Stressed
Resolution Circular Assets) Directions, 2019 issued by the RBI through its circular dated June 7, 2019,
which sets out a framework for early recognition, reporting, and time bound
resolution of stressed assets
Regulation S Regulation S under the Securities Act
RoC Registrar of Companies, Tamilnadu at Chennai
RoCE Return on capital employed
ROE Return on equity
RoNW Return on Net Worth
RoW Rest of the World
“Rs.” “₹” or “Rupees” or Indian Rupee
“INR”
RTGS Real Time Gross Settlement
SBI State Bank of India

11
 Term/Abbreviation Description/ Full Form
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012 as amended
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
as amended
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019 as amended
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000 as amended
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 as amended
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 as
Regulations amended
SEBI Rights Issue SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13
Circulars dated January 22, 2020, and SEBI circular bearing reference number
SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022, and any other circular
issued by SEBI in this regard
SEBI Takeover The Securities and Exchange Board of India (Substantial Acquisition of Shares
Regulations and Takeovers) Regulations, 2011 as amended
SEBI VCF Regulations The Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996, as repealed and replaced by the SEBI AIF Regulations
Securities Act U.S. Securities Act of 1933
SRE 2410 Standard on Review Engagements (SRE) 2410, “Review of Interim Financial.
Information Performed by the Independent Auditor of the Entity” issued by ICAI
State Government Government of a State of India
STT Securities Transaction Tax
TAN Tax deduction account number
TDS Tax deductible at source
Trademarks Act Trademarks Act, 1999
“US” or “U.S.” or “USA” The United States of America and its territories and possessions, including any
or “United States” state of the United States of America, Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands and the District
of Columbia
“USD” or “U.S.$” or
United States Dollar, the official currency of the United States
“US$” or “$”
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
Regulations
WDV Written down value method of valuation

12
 NOTICE TO INVESTORS

The distribution of this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer, Application Form
and Rights Entitlement Letter and the issue of Rights Entitlement and Rights Equity Shares to persons in certain
jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into
whose possession this Letter of Offer, the Abridged Letter of Offer or Application Form may come are required
to inform themselves about and observe such restrictions. For details, see “Restrictions on Purchases and
Resales” on page 127 of this Draft Letter of Offer.
The Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and any
other material relating to the Issue (collectively, the “Issue Materials”) will be sent/ dispatched only to the
Eligible Equity Shareholders who have provided an Indian address to our Company. In case such Eligible Equity
Shareholders have provided their valid e-mail address to us, the Issue Materials will be sent only to their valid
e-mail address and in case such Eligible Equity Shareholders have not provided their e-mail address, then the
Issue Material will be physically dispatched, on a reasonable effort basis, to the Indian addresses provided by
them. Those overseas shareholders who do not update our records with their Indian address or the address of
their duly authorised representative in India, prior to the date on which we propose to dispatch the Issue Materials,
shall not be sent the Issue Materials.
Investors can also access this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer and the
Application Form from the websites of our Company, the Registrar, and the Stock Exchange.
Our Company and the Registrar will not be liable for non-dispatch of physical copies of Issue Materials
(including the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application
Form) in the event the Issue Materials have been sent on the registered e-mail addresses of such Eligible Equity
Shareholders or if there are electronic transmission delays or failures, or if the Application Forms or the Rights
Entitlement Letters are delayed or misplaced in transit.
No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for
that purpose, except that this Draft Letter of Offer is being filed with the Stock Exchanges and submitted to SEBI
for information and dissemination. Accordingly, the Rights Entitlements and the Rights Equity Shares may not
be offered or sold, directly or indirectly, and this Draft Letter of Offer, the Letter of Offer, the Abridged Letter
of Offer, the Application Form and the Rights Entitlement Letter and any other Issue Materials or advertisements
in connection with this Issue may not be distributed, in whole or in part, in or into any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction.
Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in
the Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised to
acquire the Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and
regulations prevailing in his jurisdiction. Our Company, the Registrar or any other person acting on behalf of our
Company reserves the right to treat any Application Form as invalid where they believe that Application Form
is incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements
and we shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such
Application Form. Neither the delivery of this Draft Letter of Offer nor any sale hereunder, shall, under any
circumstances, create any implication that there has been no change in our Company’s affairs from the date
hereof or the date of such information or that the information contained herein is correct as at any time subsequent
to the date of this Draft Letter of Offer or the date of such information.

Neither the delivery of the Issue Material nor any sale hereunder, shall, under any circumstances, create any
implication that there has been no change in our Company’s affairs from the date hereof or the date of such
information or that the information contained herein is correct as at any time subsequent to the date of the Issue
Material or the date of such information.

THE CONTENTS OF THIS DRAFT LETTER OF OFFER SHOULD NOT BE CONSTRUED AS

LEGAL, TAX OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO
ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF
THE OFFER RIGHTS OF EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY,
EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL, BUSINESS ADVISOR AND TAX
ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE
OFFER OF EQUITY SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY
REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES
REGARDING THE LEGALITY OF AN INVESTMENT IN THE EQUITY SHARES BY SUCH

13
OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.

NO OFFER IN THE UNITED STATES

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United
States of America or the territories or possessions thereof (“United States”), except in a transaction not subject
to, or exempt from, the registration requirements of the Securities Act and applicable state securities laws. The
offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be construed as, an
offering of any Rights Equity Shares or Rights Entitlement for sale in the United States or as a solicitation therein
of an offer to buy any of the Rights Equity Shares or Rights Entitlement. There is no intention to register any
portion of the Issue or any of the securities described herein in the United States or to conduct a public offering
of securities in the United States. Accordingly, the Issue Material should not be forwarded to or transmitted in
or into the United States at any time. In addition, until the expiry of 40 days after the commencement of the
Issue, an offer or sale of Rights Entitlements or Rights Equity Shares within the United States by a dealer
(whether or not it is participating in the Issue) may violate the registration requirements of the Securities Act.

Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from any
person, or the agent of any person, who appears to be, or who our Company or any person acting on our behalf
has reason to believe is in the United States when the buy order is made. Envelopes containing an Application
Form and Rights Entitlement Letter should not be postmarked in the United States or otherwise dispatched from
the United States or any other jurisdiction where it would be illegal to make an offer, and all persons subscribing
for the Rights Equity Shares Issue and wishing to hold such Equity Shares in registered form must provide an
address for registration of these Equity Shares in India. Our Company is making the Issue on a rights basis to
Eligible Equity Shareholders and the Issue Material will be dispatched only to Eligible Equity Shareholders who
have an Indian address. Any person who acquires Rights Entitlements and the Rights Equity Shares will be
deemed to have declared, represented, warranted and agreed that, (i) it is not and that at the time of subscribing
for such Rights Equity Shares or the Rights Entitlements, it will not be, in the United States, and (ii) it is
authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all applicable
laws and regulations.

Our Company reserves the right to treat any Application Form as invalid which: (i) does not include the
certification set out in the Application Form to the effect that the subscriber is authorised to acquire the Rights
Equity Shares or Rights Entitlement in compliance with all applicable laws and regulations; (ii) appears to us or
our agents to have been executed in or dispatched from the United States; (iii) where a registered Indian address
is not provided; or (iv) where our Company believes that Application Form is incomplete or acceptance of such
Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound
to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application Form.

Rights Entitlements may not be transferred or sold to any person in the United States.

THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR
COMPANY OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR
DISTRIBUTED TO ANY OTHER PERSON.

14
 PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION

Certain Conventions

All references to “India” contained in this Draft Letter of Offer are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GOI”, Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.

Unless otherwise specified or the context otherwise requires, all references in this Draft Letter of Offer to the
‘US’ or ‘U.S.’ or the ‘United States’ are to the United States of America and its territories and possessions.

Unless otherwise specified, any time mentioned in this Draft Letter of Offer is in Indian Standard Time. Unless
indicated otherwise, all references to a year in this Draft Letter of Offer are to a calendar year.

A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever
applicable.

Unless stated otherwise, all references to page numbers in this Draft Letter of Offer are to the page numbers of
this Draft Letter of Offer.

Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this
Draft Letter of Offer have been derived from Audited Financial Statements. For details, please see “Financial
Information” on page 64 of this Draft Letter of Offer. Our Company’s financial year commences on April 1 and
ends on March 31 of the following calendar year. Accordingly, all references to a particular financial year, unless
stated otherwise, are to the twelve (12) month period ending on March 31 of the following calendar year.

The GoI has adopted the Ind AS, which are converged with the IFRS and notified under Section 133 of the
Companies Act, 2013 read with the Ind AS Rules. The Financial Statements of our Company for the Financial
Years ended March 2024and March 2023have been prepared in accordance with Ind AS read with the Ind AS
Rules and other the relevant provisions of the Companies Act, 2013. Our Company publishes its financial
statements in Indian Rupees.

In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed
are due to rounding off and unless otherwise specified all financial numbers in parenthesis represent negative
figures. Our Company has presented all numerical information in the Financial Statements in whole numbers
and in this Draft Letter of Offer in “Lakh” units or in whole numbers where the numbers have been too small to
represent in Lakh. One Lakh represents 1,00,000 and one million represents 10,00,000.

There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation
of the financial information to IFRS or US GAAP. Our Company has not attempted to also explain those
differences or quantify their impact on the financial data included in this Draft Letter of Offer, and you are urged
to consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the
degree to which the financial information included in this Draft Letter of Offer will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and
practices, Ind AS, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not
familiar with these accounting principles and regulations on our financial disclosures presented in this Draft
Letter of Offer should accordingly be limited. For further information, see “Financial Statements” on page 64 of
this Draft Letter of Offer.

Certain figures contained in this Draft Letter of Offer, including financial information, have been subject to
rounding off adjustments. All figures in decimals (including percentages) have been rounded off to one or two
decimals. However, where any figures that may have been sourced from third-party industry sources are rounded
off to other than two decimal points in their respective sources, such figures appear in this Draft Letter of Offer
rounded-off to such number of decimal points as provided in such respective sources. In this Draft Letter of
Offer, (i) the sum or percentage change of certain numbers may not conform exactly to the total figure given;
and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure
given for that column or row. Any such discrepancies are due to rounding off.

15
Currency and Units of Presentation

All references to:

 “Rupees” or “₹” or “INR” or “Rs.” or “Re.” are to Indian Rupee, the official currency of the Republic of
India;
 “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
and
 “Euro” or “€” are to Euro, the official currency of the European Union.

Our Company has presented certain numerical information in this Draft Letter of Offer in “lakh” or “Lac” units
or in whole numbers. One Lakh represents 1,00,000 and one million represents 10,00,000. All the numbers in
the document have been presented in Lakh or in whole numbers where the numbers have been too small to
present in Lakh. Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s
Discussion and Analysis of Financial Conditions and Results of Operation” and elsewhere in this Draft Letter
of Offer, unless otherwise indicated, have been calculated based on our Audited Financial Information for the
year ended March 31, 2024.

Exchange Rates

This Draft Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed
as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Indian Rupee and other foreign currencies:

Currency March 28, March 31, March 31, March 31,

2024 2023 2022 2021
1 USD 83.37 82.21 75.81 73.50
1 Euro 90.21 89.61 84.66 86.10
(Source: www.rbi.org.in and www.fbil.org.in)
* March 29, 30 and 31,2024 being Trading Holiday, Saturday, and Sunday respectively, the rates are not available

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Letter of Offer has been obtained or derived
from publicly available information as well as industry publications and sources.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable, but their accuracy and completeness
are not guaranteed, and their reliability cannot be assured. Although we believe the industry and market data
used in this Draft Letter of Offer is reliable, it has not been independently verified by us. The data used in these
sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not
be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based
on various factors, including those discussed in “Risk Factors” on page 21 of this Draft Letter of Offer.
Accordingly, investment decisions should not be based solely on such information.

The extent to which the market and industry data used in this Draft Letter of Offer is meaningful depends on the
reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which the business of our Company is conducted, and
methodologies and assumptions may vary widely among different industry sources.

16
 FORWARD LOOKING STATEMENTS

Certain statements contained in this Draft Letter of Offer that are not statements of historical fact constitute
‘forward-looking statements’. Investors can generally identify forward-looking statements by terminology such
as ‘aim’, ‘anticipate’, ‘believe’, ‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘expected to’ ‘intend’, ‘is likely’,
‘may’, ‘objective’, ‘plan’, ‘potential’, ‘project’, ‘pursue’, ‘shall’, ‘should’, ‘will’, ‘would’, or other words or
phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our
Company are also forward-looking statements. However, these are not the exclusive means of identifying
forward-looking statements.
All statements regarding our Company’s expected financial conditions, result of operations, business plans and
prospects are forward-looking statements. These forward-looking statements include statements as to our
Company’s business strategy, planned projects, revenue and profitability (including, without limitation, any
financial or operating projections or forecasts), new business and other matters discussed in this Draft Letter of
Offer that are not historical facts. These forward-looking statements contained in this Draft Letter of Offer
(whether made by our Company or any third party), are predictions and involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of
our Company to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements or other projections. All forward-looking statements are subject to
risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from
those contemplated by the relevant forward-looking statement. Important factors that could cause actual results
to differ materially from our Company’s expectations include, among others:

 adverse effect of competition on our market share and profits;

 our ability to:
- manage our growth effectively;
- manage our credit risk;
- manage our quality of services;
- hire and retain senior management personnel and other skilled manpower;
- manage cost of compliance with labor laws or other regulatory developments;
- manage our operating costs;
- successfully implement our business strategies and expansion plans;
- maintain effective internal controls;
 changes in general, political, social and economic conditions in India and elsewhere;
 general levels of GDP growth, and growth in employment and personal disposable income; and
 economic uncertainties, fiscal crises or instability in India.

For further discussion of factors that could cause the actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” beginning on pages 21, 58 and 61 respectively, of this Draft Letter of Offer. By their
nature, certain market risk disclosures are only estimates and could be materially different from what actually
occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Draft Letter of Offer
and are not a guarantee of future performance. These statements are based on the management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the assumptions
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to
be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our
Company, nor our Directors, our Promoters, the Syndicate Member(s) or any of their respective affiliates or
advisors have any obligation to update or otherwise revise any statements reflecting circumstances arising after
the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come
to fruition.

In accordance with the SEBI ICDR Regulations, our Company will ensure that investors are informed of material
developments from the date of this Draft Letter of Offer until the time of receipt of the listing and trading
permissions from the Stock Exchange.

17
 SUMMARY OF DRAFT LETTER OF OFFER

The following is a general summary of certain disclosures and terms of the Issue included in this Draft Letter of
Offer and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Letter of
Offer or all details relevant to the prospective investors. This summary should be read in conjunction with, and
is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Letter of Offer,
including “Risk Factors”, “Objects of the Issue”, “Our Business” and “Outstanding Litigation and Defaults” on
pages 21, 47, 58 and 90, respectively.

SUMMARY OF INDUSTRY

NBFCs encompass a heterogeneous group of intermediaries and provide a whole range of financial services.
Though heterogeneous, NBFCs can be broadly classified into three categories, viz., asset finance companies
(such as equipment leasing and hire purchase), loan companies and investment companies. A separate category
of NBFCs, called the residuary non-banking companies (RNBCs), also exists as it has not been categorised into
any one of the above referred three categories. Besides, there are miscellaneous non-banking companies (Chit
Fund), mutual benefit financial companies (Nidhis and unnotified Nidhis) and housing finance companies. As
of March 31, 2024, there were 9,327NBFCs registered with the RBI categorized as Asset Finance Companies,
Loan Companies, Infrastructure Finance Companies (IFCs), Systematically Important Core Investment
Company (NBFC – CIC – ND – SI), Infrastructure Debt Fund (NBFC – IDF) and Micro Finance Institutions
(NBFC – MFIs).

For further details, please refer to the chapter titled “Industry Overview” at page 53 of this Draft Letter of Offer.

PRIMARY BUSINESS OF OUR COMPANY

We are an NBFC not accepting Public Deposits bearing certificate of registration B-07-00421issued by the
Reserve Bank of India (“RBI”) on May 12, 1999. We are a Non-Banking Financial Company (NBFC), registered
with Reserve Bank of India as a NBFC -Non-Deposit taking Company (‘NBFC-ND’). We have been in the
business of providing financial services. (Lending to corporate and non-corporates against security / unsecured
loans)

For further details, please refer to the chapter titled “Our Business” at page 58 of this Draft Letter of Offer.

OBJECTS OF THE ISSUE

Our Company intends to utilise the Net Proceeds from the Issue towards funding of the following objects:

Particulars Estimated amount (up to)

(₹ Lakhs)
To augment our capital base 2925.00
General Corporate Purposes 55.00
Total Net Proceeds** 2980.00

* Subject to the finalisation of the Basis of Allotment and the Allotment, the amount utilised for general corporate purpose shall not exceed
25% of the gross Proceeds
** Assuming full subscription with respect to the Rights Equity Shares and subject to finalisation of the Basis of Allotment and to be adjusted
per the Rights Entitlement ratio rounded off to second decimal.

For further details, please see “Objects of the Issue” on page 47.
INTENTION AND EXTENT OF PARTICIPATION BY OUR PROMOTER

Pursuant to letters dated July 24, 2024 our Promoters and members of our Promoter Group have confirmed that
they intend to (i) subscribe, to the full extent of their Rights Entitlements and have also confirmed that they shall
not renounce the Rights Entitlements (except to the extent of Rights Entitlements renounced by any of them in
favour of our other Promoters or other member(s) of our Promoter Group); (ii) subscribe to the Rights Equity
Shares for the Rights Entitlements, if any, which are renounced in their favour by any other Promoters or any
other member(s) of our Promoter Group, each as may be applicable; and (iii) their intention to apply for and
subscribe to additional Rights Equity Shares and to any unsubscribed portion in this Issue, subject to compliance

18
with the minimum public shareholding requirements, as prescribed under the SCRR and the SEBI Listing
Regulations, at the time of Allotment.
Our Company is in compliance with Regulation 38 of the SEBI Listing Regulations and will continue to comply
with the minimum public shareholding requirements pursuant to the Issue.

Such subscription for Equity Shares over and above their Rights Entitlement, if allotted, may result in an increase
in their percentage shareholding. Any such acquisition of additional Rights Equity Shares (including any
unsubscribed portion of the Issue) is exempt in terms of Regulation 10 (4) (b) of the Takeover Regulations as
conditions mentioned therein have been fulfilled and shall not result in a change of control of the management
of our Company in accordance with provisions of the Takeover Regulations.

SUMMARY OF OUTSTANDING LITIGATONS

A summary of the pending tax proceedings and other material litigations involving our Company, our Promoter,
our Directors and our Group Companies is provided below:

Litigations involving our Company

i) Cases filed against our Company:

Nature of Litigation Number of matters Amount involved*

outstanding (₹ in lakhs)
Proceedings involving issues of moral turpitude or Nil Nil
criminal liability on the part of our Company
Tax Proceedings Nil Nil
Proceedings involving material violations of statutory Nil Nil
regulations by our Company
Labour Matters Nil Nil
Economic offences Nil Nil
Material civil litigations above the materiality Nil Nil
threshold
Other civil litigation considered to be material by our Nil Nil
Company’s Board of Directors
*To the extent quantifiable

ii) Cases filed by our Company:

Nature of Litigation Number of matters Amount involved* (₹

outstanding in lakhs)
Criminal matters Nil Nil
Direct Tax Matters Nil Nil
Indirect Tax Matters Nil Nil
Other civil litigation considered to be material by our 1 37,16,245
Company’s Board of Directors
*To the extent quantifiable

For further details, please see “Outstanding Litigation and Defaults” on page 90 of this Draft Letter of Offer.

RISK FACTORS

For details, please see “Risk Factors” on page 21. Investors are advised to read the risk factors carefully before
taking an investment decision in the Issue.

CONTINGENT LIABILITIES

For details regarding our contingent liabilities as per Ind AS 37 for the Fiscal 2024, please see “Financial
Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Contingent Liabilities” on pages 64 and 82 respectively of this Draft Letter of Offer.

19
RELATED PARTY TRANSACTIONS

For details regarding our related party transactions as per Ind AS 24 entered into by our Company in Fiscal 2024,
please see “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Related party transactions” on pages 64 and [●] respectively of this Draft Letter of Offer.

ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE
YEAR

Our Company has not issued Equity Shares for consideration other than cash during the period of one year
preceding the date of this Draft Letter of Offer.

20
 SECTION II: RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Letter of Offer, including the risks and uncertainties described below, before making
an investment in the Equity Shares. In making an investment decision, prospective investors must rely on their
own examination and the terms of the Issue including the merits and risks involved. The risks described below
are not the only ones relevant to us, our Equity Shares, the industry or the segment in which we operate.
Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may arise or
may become material in the future and may also impair our business, results of operations and financial
condition. If any of the following risks, or other risks that are not currently known or are now deemed immaterial,
actually occur, our business, results of operations, cash flows and financial condition could be adversely
affected, the trading price of our Equity Shares could decline, and as prospective investors, you may lose all or
part of your investment. You should consult your tax, financial and legal advisors about particular consequences
to you of an investment in this Issue. The financial and other related implications of the risk factors, wherever
quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors
where the financial impact is not quantifiable and, therefore, cannot be disclosed in such risk factors.

To obtain a complete understanding, you should read this section in conjunction with the sections “Industry
Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 53, 58 and 82 respectively. The industry-related information disclosed in this section has
been derived from publicly available documents from various sources believed to be reliable, but their accuracy
and completeness are not guaranteed, and their reliability cannot be assured. Neither our Company, nor any
other person connected with the Issue has independently verified the information in the industry report or other
publicly available information cited in this section.

This Draft Letter of Offer also contains forward-looking statements that involve risks, assumptions, estimates
and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the considerations described below and, in the section titled
“Forward-Looking Statements” on page 17.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implications of any of the risks described in this section. Unless the context requires otherwise, the
financial information of our Company has been derived from the Restated Financial Information, prepared in
accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR Regulations.

Materiality:

The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality of Risk Factors:

 Some events may not be material individually but may be found material collectively;
 Some events may have material impact qualitatively instead of quantitatively; and
 Some events may not be material at present but may have a material impact in future.

The financial and other related implications of risks concerned, wherever quantifiable have been disclosed in
the risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and
hence, the same has not been disclosed in such risk factors. The numbering of the risk factors has been done to
facilitate ease of reading and reference and does not in any manner indicate the importance of one risk over
another.

In this Draft Letter of Offer, any discrepancies in any table between total and sums of the amount listed are due
to rounding off.

INTERNAL RISK FACTORS

1. We operate in a highly competitive industry and our inability to compete effectively may adversely affect
our business.

We operate in a highly competitive industry. Given the diversity of our businesses, and the products and
services offered by us, we face competition from the full spectrum of public sector banks, private sector

21
 banks (including foreign banks), financial institutions, captive finance affiliates of players in various
industries, small finance banks and other NBFCs. Many of our competitors may have greater resources than
we do, may be larger in terms of business volume and may have significantly lower cost of funds compared
to us. They may also have greater geographical reach, long-standing partnerships and may offer their
customers other forms of financing that we may not be able to provide. Competition in Industry Overview
depends on, amongst others, the ongoing evolution of government and regulatory policies, the entry of new
participants and the extent to which there is consolidation among banks andfinancial institutions in India. In
relation to the advisory and investment banking services we offer, we also face competition from banks,
boutique investment bankers and consulting organizations. Potentially, these service providers could
compete with us for business as well as procurement of funds at competitive rates. We cannot assure you
that we will be able to react effectively to these or other market developments or compete effectively with
new and existing players in our increasingly competitive industry and our inability to compete effectively
may adversely affect our business.

2. Our business will require substantial funds, and any disruption in funding sources would have a material
adverse effect on our liquidity and financial condition.

Our liquidity and profitability are, in large part, dependent upon our timely access to, and costs associated
with raising capital including both debt and equity. Our business depends and will continue to depend on our
ability to access diversified low-cost funding sources. As a financial services company, we face certain
additional regulatory restrictions on our ability to obtain financing from banks. Further, under Indian Law,
foreign investors are subject to investment restrictions that may limit our ability to attract foreign investors
or capital from overseas investors. Pursuing our growth strategy and introducing new product offerings to
our customers will have an impact on our long-term capital requirements. With the growth of our business,
we may be increasingly reliant on funding from debt capital markets. The market for such funds is
competitive and our ability to obtain funds at competitive rates will depend on various factors. If we are
unable to access funds at an effective cost that is comparable to or lower than our competitors, we may not
be able to offer competitive interest rates for our loans. Our ability to raise funds on acceptable terms and at
competitive rates continues to depend on various factors, including the regulatory environment and policy
initiatives in India, lack of liquidity in the market, developments in the international markets affecting the
Indian economy, investors’ and/or lenders’ 22 perception of demand for debt and equity securities of NBFCs,
and our current and future results of operations and financial condition. If we are unable to obtain adequate
financing or financing on terms satisfactory to us and in a timely manner, our ability to grow or support our
business and to respond to business challenges could be limited and our business prospects, financial
condition and results of operations would be materially and adversely affected.

3. An increase in the level of our NPAs or our provisions may adversely affect our business, financial
condition, results of operations and cash flows.

Our management of credit risk involves having appropriate credit policies, underwriting standards, approval
processes, loan portfolio monitoring, collection and remedial management, provisioning policies and an
overall architecture for managing credit risk. However, even if our credit monitoring and risk management
policies and procedures are adequate and appropriately implemented, we may not be able to anticipate future
economic or financial developments or downturns, which could lead to an increase in our NPAs. If our NPAs
increase or the credit quality of our borrowers deteriorates, it could have an adverse effect on our business,
financial condition, results of operations and cash flows.

4. Any disruption in our sources of funding or increase in costs of funding could adversely affect our
liquidity and financial condition

The liquidity and profitability of our business majorly depend on our timely access to, and the costs
associated with, raising funds. Our business thus depends and will continue to depend on our ability to
access a variety of funding sources. Further, our ability to compete effectively will depend, in part, on our
ability to maintain or increase our margins. Our margins are affected in part by our ability to continue to
secure low-cost funding at rates lower than the interest rates at which we lend to our customers. Our ability
to raise funds on acceptable terms and at competitive rates depends on various factors including our current
and future results of operations and financial condition, global and local macroeconomic conditions and the
effect of events such as a pandemic, our risk management policies, the shareholding of Promoters in our
Company, our credit ratings, our brand equity, the regulatory environment and policy initiatives in India
and developments in the international markets affecting the Indian economy. If we are unable to access

22
 funds at an effective cost that is comparable to or lower than that of our competitors, our net interest
margins, income, and market share may be adversely affected.

Certain regulatory developments including the restrictions imposed on NBFCs by the RBI through a Master
Circular – Bank Finance to Non- Banking Financial Companies dated July 1, 2015 (the “Master Circular”)
may restrict our ability to obtain bank financing for specific activities. Pursuant to the Master Circular, the
RBI has imposed certain restrictions on banks providing financing to NBFCs. Under this Master Circular,
certain activities by NBFCs are ineligible for financing by banks, including certain types of discounting and
rediscounting of bills, current and long term investments in shares, debentures, loans and advances by
NBFCs to their subsidiaries and group companies, lending by NBFCs to individuals for subscribing to public
offerings and purchasing shares from the secondary market, unsecured loans, inter-corporate deposits
provided by NBFCs, and subscription to shares or debentures by NBFCs. In addition, the Master Circular
prohibits:
• banks from granting bridge loans of any nature, provide interim finance against capital or debenture
issues or in the form of loans of a temporary nature pending the raising of long-term funds from the
market by way of capital, deposits, or other means to any category of NBFCs;
• banks from accepting shares and debentures as collateral for secured loans granted to NBFCs; and
• banks from executing guarantees covering inter-Company deposits or loans that guarantee refund of
deposits or loans accepted by NBFCs. The Master Circular also requires that guarantees not be issued
by banks for the purpose of indirectly enabling the placement of deposits with NBFCs.

Changes in economic, regulatory and financial conditions or any lack of liquidity in the market could
adversely affect our ability to access funds at competitive rates, or at all, which could adversely affect our
liquidity and financial condition.

5. Our Company is a party to certain legal proceedings. Any adverse decision in such proceedings may
have a material adverse effect on our business, results of operations and financial condition.

Our Company is a party to certain legal proceedings. These legal proceedings are pending at different levels
of adjudication before various courts, tribunals and forums. Mentioned below are the details of the
proceedings involving our Company, Promoter and Directors as on the date of this Draft Letter of Offer,
along with the amount involved, to the extent quantifiable, based on the materiality policy for litigations,
as approved by the Company in its Board Meeting.

Name of Criminal Tax Statutory or Disciplinary Material Aggregate

the Entity Proceedings Proceedings Regulatory action by Civil Amount
Proceedings SEBI or Litigation Involved
Stock (Rs. in
Exchange Lakhs)
Company
By Our Nil Nil Nil Nil 1 37.16
Company
Against Nil Nil Nil Nil Nil Nil
our
Company

For further details, please see the chapter titled “Outstanding Litigation and Material Developments” on
page 90 and 93.

6. The objects of the Issue are based on the internal estimates of our management and have not been
appraised by any bank or financial institution.

The objects of the Issue are based on management estimates and have not been appraised by any bank or
financial institution. Any inability on our part to effectively utilize the Issue proceeds could adversely affect
our financial results. Utilization of Issue proceeds would be disclosed to our Company’s shareholders in
the manner required under the SEBI LODR Regulations.

The Funds raised are further proposed to be utilised towards payment for the to augment our capital base.

23
 For further details, please see to the section titled “Objects of the Issue” on page 47 of this Draft Letter of
Offer.

7. Any disruption in our sources of funding or an increase in costs of funding could adversely affect our
liquidity and financial condition.

The liquidity and profitability of our business majorly depend on our timely access to, and the costs
associated with, raising funds. Our business thus depends and will continue to depend on our ability to
access a variety of funding sources. Further, our ability to compete effectively will depend, in part, on our
ability to maintain or increase our margins. Our margins are affected in part by our ability to continue to
secure low-cost funding at rates lower than the interest rates at which we lend to our customers. Our ability
to raise funds on acceptable terms and at competitive rates depends on various factors including our current
and future results of operations and financial condition, global and local macroeconomic conditions and the
effect of events such as a pandemic, our risk management policies, the shareholding of Promoter in our
Company, our credit ratings, our brand equity, the regulatory environment and policy initiatives in India
and developments in the international markets affecting the Indian economy. If we are unable to access
funds at an effective cost that is comparable to or lower than that of our competitors, our net interest
margins, income, and market share may be adversely affected.

Certain regulatory developments including the restrictions imposed on NBFCs by the RBI through a Master
Circular – Bank Finance to Non- Banking Financial Companies dated July 1, 2015 (the “Master Circular”)
may restrict our ability to obtain bank financing for specific activities. Pursuant to the Master Circular, the
RBI has imposed certain restrictions on banks providing financing to NBFCs. Under this Master Circular,
certain activities by NBFCs are ineligible for financing by banks, including certain types of discounting
and rediscounting of bills, current and long term investments in shares, debentures, loans and advances by
NBFCs to their subsidiaries and group companies, lending by NBFCs to individuals for subscribing to
public offerings and purchasing shares from the secondary market, unsecured loans, inter-corporate
deposits provided by NBFCs, and subscription to shares or debentures by NBFCs. In addition, the Master
Circular prohibits:

• banks from granting bridge loans of any nature, provide interim finance against capital or debenture
issues or in the form of loans of a temporary nature pending the raising of long-term funds from the
market by way of capital, deposits, or other means to any category of NBFCs;
• banks from accepting shares and debentures as collateral for secured loans granted to NBFCs; and
• banks from executing guarantees covering inter-Company deposits or loans that guarantee refund of
deposits or loans accepted by NBFCs. The Master Circular also requires that guarantees not be issued
by banks for the purpose of indirectly enabling the placement of deposits with NBFCs.

Changes in economic, regulatory and financial conditions or any lack of liquidity in the market could
adversely affect our ability to access funds at competitive rates, or at all, which could adversely affect our
liquidity and financial condition.

8. We are affected by volatility in interest rates for both our lending and fund raisings operations, which
could cause our net interest income to decline and adversely affect our results of operations and
profitability.

Our net interest margins are affected by any volatility in interest rates in our lending operations. Interest
rates are highly sensitive to many factors beyond our control, including competition from other banks and
NBFCs, the monetary policies of the RBI, deregulation of the financial sector in India, domestic and
international economic and political conditions and other factors, which have historically generated a
relatively high degree of volatility in interest rates in India. Persistently high inflation in India may
discourage the Government from implementing policies that would cause interest rates to decrease.
Moreover, if there is an increase in the interest rates, we pay on our borrowings that we are unable to pass
to our customers, we may find it difficult to compete with our competitors, who may have access to funds
at a lower cost or lower cost deposits. To the extent our borrowings are linked to market interest rates, we
may have to pay interest at a higher rate than lenders that borrow only at fixed interest rates. Further, our
ability to pass on any increase in interest rates to borrowers may also be constrained by regulations
implemented by the Government or the RBI. In a declining interest rate environment, if our cost of funds
does not decline simultaneously or to the same extent as the yield on our interest-earning assets, it could
lead to a reduction in our net interest income and net interest margin.

24
9. We, as an NBFC, have to adhere to several regulatory norms prescribed by RBI from time to time. Any
non-compliance with such norms or any adverse change in the norms could negatively affect our
Company’s operations, business, financial condition and the trading price of Equity Shares.

NBFCs in India are subject to strict regulation and supervision by the RBI. We require certain approvals,
licenses, registrations and permissions for operating our business. Such approvals, licenses, registrations
and permissions must be maintained / renewed over time, and we may have to comply with certain
conditions in relation to these approvals. Moreover, the applicable requirements may change from time.
We are required to obtain and maintain a license for carrying on business as an NBFC. If we fail to obtain
or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our business
may be adversely affected. RBI has the authority to change these norms/ criteria as and when required.
Inability to meet the prescribed norms/ criteria, can adversely affect the operations and profitability of our
Company.

10. Our success depends largely on our senior management and our ability to attract and retain our key
personnel. Any significant changes in the key managerial personnel may affect the performance of our
Company.

Our success depends on the continued services and performance of the members of the senior management
team and other key employees. Competition for senior and experienced personnel in the industry is intense
at present. The loss of the services of senior management or other key personnel could seriously impair our
ability to continue to manage and expand our business, which may adversely affect our financial condition.

11. Our Company has experienced negative cash flow in operating activities in the past and may continue
to do so in the future, which could have a material adverse effect on our business, prospects, financial
condition, cash flows and results of operations.

Our Company has experienced negative net cash flow in operating activities in the recent past, the details
of which are provided below:

(₹ in Lakhs)
Particulars Audited
31-03-2024 31-03-2023 31-03-2022
Net Cash Flow from / (used in) Operating Activities (2385.71) (2597.01) Nil
Net Cash Flow from / (used in) Investment Activities (0.33) Nil (7.00)
Net Cash Flow from / (used in) Financing Activities 1,298.17 4298.41 (7.00)

We may incur negative cash flows in the future which may have a material adverse effect on our business,
prospects, results of operations and financial condition.

12. Our Company is subject to periodic inspections by the RBI. Non-compliance with observations made
during any such inspections could result in penalties and fines on our Company and/or our Subsidiary
and could adversely affect the reputation of the business of our Company

Our Company is subject to periodic inspections by the RBI of our Company’s books of accounts and other
records for the purpose of verifying the correctness or completeness of any statement, information or
particulars furnished to the RBI or for obtaining any information, which our Company have failed to furnish
when called upon to do so. The RBI conducts an annual inspection of our Company’s books of accounts
and other records relating to our financial position every year under Section 45N of the RBI Act. RBI
inspections are a regular exercise and are carried out periodically by RBI for banks, financial institutions
and NBFCs. While our Company has responded to the RBI observations, and has taken steps or is in the
process of taking steps to rectify the identified deficiencies, if our Company fails to comply with the RBI’s
observations or all of the terms and conditions stipulated in the observations, or fails to seek waivers or
extensions of time for complying with these terms and conditions, the RBI may take adverse actions against
our Company, such as revoking its registration/ licence or placing stringent restrictions on our Company’s
operations in case of any major non-compliance with RBI guidelines, circulars or notifications, as the case
may be. Any major failure to meet the RBI’s directions could materially and adversely affect our
Company’s pending applications or requests with the RBI and our Company’s ability to obtain the
regulatory permits and approvals required to expand our business or result in the interruption of all or some

25
 of our Company’s operations, which could have a material adverse effect on our Company’s business,
financial condition and results of operations.

13. Any regulatory actions and penalties for any past or future non-compliance may adversely affect our
business or reputation, or both.

We have to comply with numerous regulatory filings, maintenance of record etc under the Companies Act,
2013, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015
(“Listing Regulation”), Securities Exchange Board of India (Substantial Acquisition of Shares and
Takeover) Regulation, 2011 and any other laws and regulation as applicable. While we have been generally
compliant and there have been no penalties in the form of fines or other punitive action in the past, any non
-compliance of the applicable laws they may impose the penalty on the Company. Such penalty may impact
the profitability of the Company.

14. The deployment of funds is entirely at our discretion and as per the details mentioned in the section titled
‘Objects of the Issue’

As the Issue size is not more than ₹10,000 lakhs, under Regulation 82 of the SEBI (ICDR) Regulations it
is not required that a monitoring agency be appointed by our Company, for overseeing the deployment and
utilisation of funds raised through this Issue. Therefore, the deployment of the funds towards the Objects
of this Issue is entirely at the discretion of our Board of Directors and is not subject to monitoring by
external independent agency. Our Board of Directors along with the Audit Committee will monitor the
utilisation of Issue proceeds and shall have the flexibility in applying the proceeds of this Issue.

15. Internal or external fraud, dishonesty, or misconduct by our personnel could have a negative impact on
our reputation and financial results.

Misconduct by our employees could bind us to transactions that exceed authorised limits or present
unacceptable risks, and our employees could conceal unauthorised or unlawful activities from us. Employee
misconduct could also involve front running in securities markets or the improper use or disclosure of
confidential information or non-compliance with insider trading rules, which could result in regulatory
sanctions and serious reputational or financial harm. It is not always possible to deter fraud or misconduct
by employees, and the precautions we have taken and the systems we have put in place to prevent and deter
such activities may not be effective in all cases. Any instances of fraud or misconduct could adversely affect
our reputation, business, results of operations and financial condition.

16. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash
flows, working capital requirements, capital expenditure and restrictive covenants in our financing
arrangements.

We have not paid any dividend during the last 3 years. Our Company may retain all our future earnings, if
any, for use in the operations, and expansion of our business. As a result, we may not declare dividends in
the foreseeable future. Any future determination as to the declaration and payment of dividends will be at
the discretion of our Board of Directors and will depend on factors that our Board of Directors deem
relevant, including among others, our results of operations, financial condition, cash requirements, business
prospects and any other financing arrangements. Accordingly, realization of a gain on shareholder’s
investments may largely depend upon the appreciation of the price of our Equity Shares. There can be no
assurance that our Equity Shares will appreciate.

17. We require a number of approvals, NOCs, licenses in ordinary course of our Business.

We need to apply for renewal of approvals which expire, from time to time, as and when required in the
ordinary course of our business. Any failure to renew the approvals that will expire, or to failure/delay to
apply for and obtain the required approvals, licences, registrations or permits, or any suspension or
revocation of any of the approvals, licences, registrations and permits that have been or may be issued to
us, could result in delaying the operations of our business, which may adversely affect our business,
financial condition, results of operations and prospects. We cannot assure you that the approvals, licences,
registrations and permits issued to us would not be suspended or revoked in the event of non-compliance
or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action.

26
18. Our Company does not have any logo and therefore it is not a registered trademark, and we may be
unable to adequately protect our trademarks and an inability to protect or use our intellectual property
rights may adversely affect our business.

Our Company does not have a logo and it is not a registered trademark. Accordingly, we may not be able
to safeguard it from infringement or passing off. Further, we do not own any other trademark and therefore
our ability to attract and retain customers is dependent upon public perception and recognition of the quality
associated with our Company and promoter. Our success depends on our ability to maintain the brand image
of our existing products and effectively build our brand image for new products and brand extensions. We
currently do not have any form of intellectual property protection in relation to the designs of our products
and consequently do not enjoy the statutory protections accorded to such designs in India and cannot
prohibit the use of such designs by anybody by means of statutory protection. Any unauthorized usage by
a third party of logo that is being used by us may create confusion in the market as to our identity and/or
may have a material adverse effect on our reputation, goodwill, business prospects and results of operation
too. Such infringement will hamper our business as prospective clients may go to such user of mark and
our revenues may decrease.

We may also face allegations that we have infringed the trademarks, copyrights, patents or other intellectual
property rights of third parties, including from our competitors or non-practicing entities, for passing off.
Any adverse decision by the adjudicating authority may prevent us from registering and using such
trademarks. Further, patent and other intellectual property litigation may be protracted and expensive, and
the results are difficult to predict and may require us to stop offering certain products or product features,
acquire licenses, which may not be available at a commercially reasonable price or at all, or modify our
products, product features, processes or websites while we develop non-infringing substitutes.

19. The Companydoes not own the premises on which its registered office is situated. Any failure on the part
of the lessee to renew the lease agreement or any disruption of our rights as a lessee or termination of
the agreements with the lessors would adversely impact our business.

The premises on which the Registered Office of the Company is situated is not owned by us. The premises
belong to our promoters, and we do not have a formal lease agreement or pay rent for the occupation of the
premises. The owners may demand that we vacate the premises at any point and in that event, the Company
would need to arrange for the Registered office on an urgent basis at such rent as may be applicable as per
the market rate applicable upon happening of such event which may adversely affect our profitability as
additional expenditure would need to be incurred for the same.

There is no assurance that our Company will be able to enter into the lease agreements with third parties in
a timely manner and in favourable terms or at all. Further, there is no assurance that we will not face any
disruption in our activities which could adversely affect our business operations.

20. We have in the past entered into related party transactions and we may continue to do so in the future.

We have entered into certain related party transactions as on the date of this Draft Letter of Offer. While
we believe that all our related party transactions have been conducted on an arm’s length basis, we cannot
assure you that we may not have achieved more favorable terms had such transactions been entered into
with unrelated parties. There can be no assurance that such transactions, individually or taken together, will
not have an adverse effect on our business, prospects, results of operations and financial condition,
including because of potential conflicts of interest or otherwise. For further details, please refer to the
chapter titled ― “Financial Information- Related Party Transactions” at page 88.

21. Your holdings may be diluted by additional issuances of equity by us, which may adversely affect the
market price of our Equity Shares.

Any future issuance of our Equity Shares may dilute the holdings of investors in our Equity Shares, which
could adversely affect the market price of our Equity Shares. Additionally, sales of a large number of our
Equity Shares by our principal shareholder could adversely affect the market price of our Equity Shares.
The perception that any such sale may occur could also adversely affect the market price of our Equity
Shares.

27
22. We are subject to cyber security risks and security breaches and may incur increasing costs in an effort
to minimize those risks and to respond to cyber incidents.

A number of other companies have disclosed cyber-attacks and security breaches, some of which have
involved intentional attacks. Attacks may be targeted at us, our customers, or both. Although we devote
significant resources to maintain and regularly upgrade our systems and processes that are designed to
protect the security of our computer systems, software, networks and other technology assets and the
confidentiality, integrity and availability of information belonging to us and our customers, our security
measures may not provide absolute security. Despite our efforts to ensure the integrity of our systems, it is
possible that we may not be able to anticipate or to implement effective preventive measures against all
security breaches of these types, especially because the techniques used change frequently or are not
recognized until launched, and because cyber-attacks can originate from a wide variety of sources,
including third parties outside the Company such as persons who are involved with organized crime or
associated with external service providers or who may be linked to terrorist organizations or hostile foreign
governments. A successful penetration or circumvention of the security of our systems could cause serious
negative consequences, including significant disruption of our operations, misappropriation of our
confidential information or that of our customers, or damage to our computers or systems or those of our
customers and counterparties, and could result in violations of applicable privacy and other laws, financial
loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction,
significant litigation exposure, and affect to our reputation, all of which could have a material adverse effect
on us.

Our servers are also vulnerable to computer viruses, physical or electronic break-ins, and similar
disruptions. We may need to expend significant resources to protect against security breaches or to address
problems caused by breaches. Security breaches, including any breach of our systems or by persons with
whom we have commercial relationships that result in the unauthorized release of customers’ or businesses’
personal information, could damage our reputation and expose us to a risk of loss or litigation and possible
liability.

23. Security breaches of customers’ confidential information that we store may harm our reputation and
expose us to liability.

We store customers’ bank information, credit information and other sensitive data. Any accidental or wilful
security breaches or other unauthorized access could cause the theft and criminal use of this data. Security
breaches or unauthorized access to confidential information could also expose us to liability related to the
loss of the information, time-consuming and expensive litigation and negative publicity. If security
measures are breached because of third party action, employee error, malfeasance or otherwise, or if design
flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access
to customer data, our relationships with customers will be severely damaged, and we could incur significant
liability. Further, we engage with certain third-party service providers, and although our contracts with
them restrict the usage of client data and impose protective precautions, there can be no assurance that they
will abide by such contractual terms or that the contracts will be found to be in compliance with data
protection laws.

24. We rely on the accuracy and completeness of information concerning borrowers and counterparties for
credit evaluation and risk management. Any misrepresentation, inaccuracies, or omissions in such
material could have a negative impact on our business and financial results.

We rely on information provided to us by or on behalf of borrowers when evaluating whether to provide

credit or engage in other transactions with clients (including in relation to their financial transactions and
past credit history). We may also depend on borrowers' assurances about the accuracy and completeness of
the information. For ascertaining the creditworthiness and encumbrances on collateral, we may depend on
the respective registrars and sub-registrars of assurances, credit information companies or credit bureaus
and on independent valuers in relation to the value of the collateral, and our reliance on any misleading
information given may affect our judgment of credit worthiness of potential borrowers, and the value of
and title to the collateral, which may affect our business, prospects, results of operations and financial
condition. We may receive inaccurate or incomplete information as a result of negligence or fraudulent
misrepresentation on the part of our customers or employees. In addition, customers may misrepresent
information in the loan application forms including in relation to the intended end use of the loans and may
apply the loans disbursed for end uses different from those mentioned in the loan application form. Our risk

28
 management measures may not be adequate to prevent or deter such activities in all cases, which may
adversely affect our business prospects, financial condition and results of operations.

There may be relatively less financial and credit information available on retail and rural individual
borrowers, micro, small and medium enterprises and in relation to the possibility of double-financing
obtained by any such clients, than may have been available in a more developed economy, and the
availability of such financial and credit information in India may be considered to suffer from an absence
of competitive pressure at present.

25. We do not have any insurance policy and hence we will not be protected against any losses or damage.

We currently do not have any insurance policies and hence we will be covered against any loss or damage
that we may incur during the course of our business.

26. Our inability to completely detect money laundering and other illicit actions or detect the same in a timely
manner or at all may expose us to extra responsibility and affect our business and reputation.

In India, we must follow all applicable anti-money laundering ("AML") and anti-terrorism laws and
regulations. We bear the risk of failing to follow the statutory know your customer ("KYC") requirements,
as well as fraud and money laundering by dishonest customers, in the ordinary course of our business.
Despite having internal rules, processes, and controls in place to prevent and identify any AML activity and
maintain KYC compliance, we cannot guarantee that we will be able to entirely manage instances of any
possible or attempted violation. Any failure or ineffectiveness of our control system to detect such activities
completely and immediately may subject us to regulatory action, including fines and penalties, and have a
negative impact on our business and reputation.

27. As we expand our lending business, we may encounter asset-liability mismatches, which might
negatively impact our cash flows, financial condition, and results of operations .

As we expand our lending operations, we may encounter liquidity concerns due to mismatches in the
maturity of our assets and obligations. If we are unable to obtain additional borrowings or renew our
existing credit facilities in a timely and cost-effective manner, or at all, for matching tenures of our loan
portfolio, it may result in mismatches between our assets and liabilities, which could harm our cash flows,
financial condition, and results of operations.

28. Failure to stay up to date with technological changes, as well as the uses and regulation of the internet,
might be detrimental to our Company.

The industry of delivering finance products and services via a mobile app or the internet is dynamic and
fresh. We must keep up with changing technical breakthroughs, customer and small company usage habits,
internet security threats, system failure or inadequacy hazards, and governmental regulation and taxation,
all of which could have a negative influence on our firm.

If we are unable to adequately react to such developments, decreased demand for loans as a result of higher
savings or income could result in a loss of revenues or a fall in profitability. The demand for loan products
in the markets we serve could fall as a result of a variety of factors, including regulatory restrictions that
limit customer access to specific products, the availability of competing or alternative products, or changes
in customers' financial circumstances, such as increases in income or savings. A shift in focus from
borrowing to saving would also lessen demand. Our revenues could be severely reduced if we fail to adjust
to a significant change in our clients' desire for, or access to, our financing products. Customers may refuse
or reject products whose changes make them less appealing or less available, even if we make adjustments
or launch new products to meet customer demand.

29. We have not commissioned an industry report for the disclosures made in the section titled ‘Our
Industry’ and made disclosures based on the data available on the internet and such third-party data has
not been independently verified by us.

We have neither commissioned an industry report, nor sought consent from the quoted website source for
the disclosures which need to be made in the section titled “Industry Overview” on page 53 of this Draft
Letter of Offer. We have made disclosures in the said section based on the relevant industry related data

29
 available online for which relevant consents have not been obtained. We have not independently verified
such third-party data. We cannot assure you that any assumptions made are correct or will not change and,
accordingly, our position in the market may differ from that presented in this Letter of Offer. Further, the
industry data mentioned in this Letter of Offer or sources from which the data has been collected are not
recommendations to invest in our Company. Accordingly, investors should read the industry related
disclosure in this Letter of Offer in this context.

30. The outbreak of COVID-19, or outbreak of any other severe communicable disease could have a
potential impact on our business, financial condition and results of operations.

The outbreak, or threatened outbreak, of any severe communicable disease (particularly COVID-19) could
materially adversely affect overall business sentiment and environment, particularly if such outbreak is
inadequately controlled. The spread of any severe communicable disease could adversely affect our
business, financial condition and results of operations. The outbreak of COVID-19 has resulted in
authorities implementing several containment measures such as travel bans and restrictions, quarantines,
and shutdowns. These measures may have an impact on the workforce and our operations and the operations
of our customers. A rapid increase in severe cases and deaths where measures taken by governments fail or
are lifted prematurely, may further cause significant economic disruption across India. The scope, duration
and frequency of such measures and the adverse effectsofCOVID-19remainuncertainandcouldbe severe.
Our ability to meet our ongoing disclosure obligations might be adversely affected, despite our best efforts.
If any of our employees were suspected of contracting COVID-19 or any other epidemic disease, this could
require us to quarantine some or all of these employees or disinfect the facilities used for our operations. In
addition, our revenue and profitability could be impacted to the extent that a natural disaster, health
epidemic or other outbreak harms the Indian economy in general.

The COVID – 19 outbreaks have significantly increased economic uncertainty. It is likely that the current
outbreak or continued spread of COVID-19 will cause an economic slowdown. The spread of COVID-19
has caused us to modify our business practices (including employee travel, employee work locations, and
cancellation of physical participation in meetings, events and conferences), and we may take further actions
as may be required by government authorities or that we determine are in the best interests of our employees
and customers. There is no certainty that such measures will be sufficient to mitigate the risks posed by the
outbreak. The extent to which COVID-19 further impacts our results will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of the coronavirus and the actions taken to contain the coronavirus or treat its
impact, among others. The degree to which COVID-19 may impact our results will depend on future
developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration
and spread of the outbreak, its severity, the actions taken to contain the outbreak or the ability to treat its
impact, and how quickly and to what extent normal economic and operating conditions can resume. The
above risks can threaten the safe operation of our facilities and cause disruption of operational activities,
loss of life, injuries and impact the well being of our people.

EXTERNAL RISK FACTORS

31. Other financial institutions or the Indian financial sector as a whole may have difficulties, which could
hurt our operations.

We are exposed to risks as a result of our involvement in the Indian financial system. Financial troubles
and other issues confronting Indian financial institutions may have an impact on this sector. Several Indian
financial institutions have had problems in recent years, and certain banks have also had major financial
and liquidity problems. Any significant problem or volatility in the Indian financial system could lead to a
negative market perception.

32. Political, economic or other factors that are beyond our control may have adversely affect our business
and results of operations.

The Indian economy is influenced by economic developments in other countries. These factors could
depress economic activity which could have an adverse effect on our business, financial condition and
results of operations. Any financial disruption could have an adverse effect on our business and future
financial performance.

30
 We are dependent on domestic, regional and global economic and market conditions. Our performance,
growth and market price of our Equity Shares are and will be dependent to a large extent on the health of
the economy in which we operate. There have been periods of slowdown in the economic growth of India.
Demand for our services may be adversely affected by an economic downturn in domestic, regional and
global economies.

Economic growth is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports, global economic uncertainty and
liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural
production.

Consequently, any future slowdown in the Indian economy could harm our business, results of operations
and financial condition. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general
and our business in particular and high rates of inflation in India could increase our costs without
proportionately increasing our revenues, and as such decrease our operating margins.

33. A slowdown in economic growth in India could cause our business to suffer.

We are incorporated in India, and all of our assets and employees are located in India. As a result, we are
highly dependent on prevailing economic conditions in India and our results of operations are significantly
affected by factors influencing the Indian economy. A slowdown in the Indian economy could adversely
affect our business, including our ability to grow our assets, the quality of our assets, and our ability to
implement our strategy.

Factors that may adversely affect the Indian economy, and hence our results of operations, may include:

• any increase in Indian interest rates or inflation;

• any scarcity of credit or other financing in India;
• prevailing income conditions among Indian consumers and Indian corporations;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighbouring countries;
• prevailing regional or global economic conditions; and
• other significant regulatory or economic developments in or affecting India

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility
in global commodity prices could adversely affect our borrowers and contractual counterparties. This in
turn could adversely affect our business and financial performance and the price of our Equity Shares.

34. Financial instability in both Indian and international financial markets could adversely affect our
results of operations and financial condition.

The Indian financial market and the Indian economy are influenced by economic and market conditions in
other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the
United States and elsewhere in the world in recent years has affected the Indian economy. Although
economic conditions are different in each country, investors’ reactions to developments in one country can
have an adverse effect on the securities of companies in other countries. A loss in investor confidence in
the financial systems of other emerging markets may cause increased volatility in in the Indian economy in
general. Any global financial instability, including further deterioration of credit conditions in the U.S.
market, could also have a negative impact on the Indian economy. Financial disruptions may occur again
and could harm our results of operations and financial condition.

The Indian economy is also influenced by economic and market conditions in other countries. This includes,
but is not limited to, the conditions in the United States, Europe and certain economies in Asia. Financial
turmoil in Asia and elsewhere in the world in recent years has affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and its business.

Although economic conditions vary across markets, loss of investor confidence in one emerging economy

31
 may cause increased volatility across other economies, including India. Financial instability in other parts
of the world could have a global influence and thereby impact the Indian economy. Financial disruptions
in the future could adversely affect our business, prospects, financial condition and results of operations.
The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and
market corrections.

There are concerns that a tightening of monetary policy in emerging markets and some developed markets
will lead to a moderation in global growth. In response to such developments, legislators and financial
regulators in the United States and other jurisdictions, including India, have implemented a number of
policy measures designed to add stability to the financial markets. However, the overall long-term impact
of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they
may not have had the intended stabilizing effects. Any significant financial disruption in the future could
have an adverse effect on our cost of funding, loan portfolio, business, future financial performance and the
trading price of the Equity Shares.

35. Inflation in India could have an adverse effect on our profitability and if significant, on our financial
condition.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future.
India has experienced high inflation in the recent past. Increased inflation can contribute to an increase in
interest rates and increased costs to our business, including increased costs of salaries, and other expenses
relevant to our business.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on to
our customers, whether entirely or in part, and the same may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or increase our rates to pass the increase
in costs on to our customers. In such case, our business, results of operations, cash flows and financial
condition may be adversely affected.

Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is unclear
whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not
worsen in the future.

36. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability
to attract foreign investors, which may adversely impact the market price of the Equity Shares.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA. Such regulatory restrictions limit our financing sources for our
projects under development and hence could constrain our ability to obtain financing on competitive terms
and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be
granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our
business growth, results of operations and financial condition.

Further, under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to
be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall under any
of the exceptions referred to above, then the prior approval of the RBI will be required. Additionally,
shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from
the income tax authority. There can be no assurance that any approval required from the RBI, or any other
government agency can be obtained on any particular terms or at all.

37. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise
financing.

Any adverse revisions to India’s credit ratings international debt by international rating agencies may
adversely affect our ability to raise additional overseas financing and the interest rates and other commercial
terms at which such additional financing is available. This could have an adverse effect on our ability to

32
 fund our growth on favourable terms or at all, and consequently adversely affect our business and financial
performance and the price of our Equity Shares.

38. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes,
fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions
including wars amongst nations like the current Russia Ukraine conflict could adversely affect our results
of operations, cash flows or financial condition. In addition, any deterioration in international relations,
especially between India and its neighbouring countries, may result in investor concern regarding regional
stability which could adversely affect the price of the Equity Shares. In addition, India has witnessed local
civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social,
economic or political events in India could have an adverse effect on our business.

Such incidents could also create a greater perception that investment in Indian companies involves a higher
degree of risk and could have an adverse effect on our business and the market price of the Equity Shares.

ISSUE SPECIFIC RISKS

39. Our Company will not distribute the Draft Letter of Offer and Application Form to certain overseas
Shareholders who have not provided an address in India for service of documents.

Our Company will dispatch the Letter of Offer, the Abridged Draft Letter of Offer, Rights Entitlement
Letter and Application Form (the “Offering Materials”) to such Shareholders who have provided an
address in India for the service of documents. The Offering Materials will not be distributed to addresses
outside India on account of restrictions that apply to the circulation of such materials in various overseas
jurisdictions. However, the Companies Act requires companies to serve documents at any address, which
may be provided by the members as well as through e- mail. Presently, there is a lack of clarity under the
Companies Act and the rules thereunder, with respect to the distribution of Offering Materials to retail
individual shareholders in overseas jurisdictions where such distribution may be prohibited under
applicable laws of such jurisdictions.

40. SEBI has by way of circulars dated January 22, 2020, May 6, 2020, January 19, 2021, and October 01,
2021, streamlined the process of rights issues. You should follow the instructions carefully, as stated in
such SEBI circulars and in this Draft Letter of Offer.

The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders
has recently been introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been
recently devised by capital market intermediaries. Eligible Equity Shareholders are encouraged to exercise
caution, carefully follow the requirements as stated in the SEBI circulars dated January 22, 2020, May 6,
2020, January 19, 2021, April 22, 2021, and October 01, 2021, and ensure completion of all necessary steps
in relation to providing/updating their demat account details in a timely manner. For details, see “Terms of
the Issue” on page 100 of this Draft Letter of Offer.

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue
Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights
Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in
dematerialised form; and (ii) a demat suspense escrow account opened by our Company, for the Eligible
Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares held in a
demat suspense account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares
held in the account of IEPF authority; or (c) the demat accounts of the Eligible Equity Shareholder which
are frozen or details of which are unavailable with our Company or with the Registrar on the Record Date;
or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares
currently under dispute, including any court proceedings.

33
41. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without
compensation and result in a dilution of shareholding.

The Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and
become null and void, and Eligible Equity Shareholders will not receive any consideration for them. The
proportionate ownership and voting interest in our Company of Eligible Equity Shareholders who fail (or
are not able) to exercise their Rights Entitlements will be diluted. Even if you elect to sell your unexercised
Rights Entitlements, the consideration you receive for them may not be sufficient to fully compensate you
for the dilution of your percentage ownership of the equity share capital of our Company that may be caused
as a result of the Issue. Renouncee(s) may not be able to apply in case of failure in completion of
renunciation through off-market transfer in such a manner that the Rights Entitlements are credited to the
demat account of the Renouncee(s) prior to the Issue Closing Date. Further, in case, the Rights Entitlements
do not get credited in time, in case of On Market Renunciation, such Renouncee will not be able to apply
in this Issue with respect to such Rights Entitlements.

42. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute your
future shareholding and sales of the Equity Shares by our Promoters or other major shareholders of
our Company may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, or convertible securities by our Company, including through
exercise of employee stock options or restricted stock units may lead to dilution of your shareholding in
our Company, adversely affect the trading price of the Equity Shares and our ability to raise capital through
an issue of our securities. Further, any future sales of the Equity Shares by the Promoters and members of
our Promoter Group, or other major shareholders of our Company may adversely affect the trading price
of the Equity Shares.

43. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares in an Indian company are generally taxable in India. However, any gain realized on the sale of listed
equity shares on or before March 31, 2018 on a stock exchange held for more than 12 months was not
subject to long term capital gains tax in India if STT was paid on the sale transaction and, additionally, as
stipulated by the Finance Act, 2017, STT had been paid at the time of acquisition of such equity shares on
or after October 1, 2004, except in the case of such acquisitions of equity shares which are not subject to
STT, as notified by the Central Government under notification no. 43/2017/F. No. 370142/09/2017-TPL
on June 5, 2017. However, the Finance Act, 2018, has now levied taxes on long-term capital gains arising
from sale of equity shares. However, where specified conditions are met, such long-term capital gains are
only taxed to the extent they exceed Rs. 100,000.00 and unrealized capital gains earned up to January 31,
2018, continue to be exempt. Accordingly, you may be subject to payment of long-term capital gains tax
in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months.
STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold.
Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be
subject to short-term capital gains tax in India. Capital gains arising from the sale of the equity shares will
be exempt from taxation in India in cases where the exemption from taxation in India is provided under a
treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not
limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable
for tax in India as well as in their own jurisdiction on a gain upon the sale of the equity Shares.

44. You may not receive the Equity Shares that you subscribe to the Issue until fifteen days after the date on
which this Issue closes, which will subject you to market risk.

The Equity Shares that you subscribe in the Issue may not be credited to your demat account with the
depository participants until approximately 15 days from the Issue Closing Date. You can start trading such
Equity Shares only after receipt of the listing and trading approval in respect thereof. There can be no
assurance that the Equity Shares allocated to you will be credited to your demat account, or that trading in
the Equity Shares will commence within the specified time period, subjecting you to market risk for such
period.

45. There is no guarantee that our Equity Shares will be listed in a timely manner or at all, which may
adversely affect the trading price of our Equity Shares.

34
 In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will
not be granted by the Stock Exchange until after those Equity Shares have been issued and allotted.
Approval will require all relevant documents authorizing the issuing of Equity Shares to be submitted.
There could be a failure or delay in listing the Equity Shares on Stock Exchanges. Any failure or delay in
obtaining the approval would restrict your ability to dispose of your Equity Shares. Further, historical
trading prices, therefore, may not be indicative of the prices at which the Equity Shares will trade in the
future which may adversely impact the ability of our shareholders to sell the Equity Shares or the price at
which shareholders may be able to sell their Equity Shares at that point of time.

46. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian
law and could thereby suffer future dilution of their ownership position.

Under the Companies Act, 2013, any company incorporated in India must offer its holders of equity shares
pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing
ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have
been waived by the adoption of a special resolution by holders of three-fourths of the shares voted on such
resolution, unless our Company has obtained government approval to issue without such rights. However,
if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without
us filing an offering document or registration statement with the applicable authority in such jurisdiction,
you will be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to
file a registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To
the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, your
proportional interests in us would be reduced.

47. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect
the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchange. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the
time that it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition,
any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds
from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required
for the sale of Equity Shares may reduce the proceeds received by equity shareholders. For example, the
exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may
continue to fluctuate substantially in the future, which may adversely affect the trading price of our Equity
Shares and returns on our Equity Shares, independent of our operating results.

48. Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the
trading price of the Equity Shares.

Any instance of disinvestments of equity shares by our Promoter or by other significant shareholder(s) may
significantly affect the trading price of our Equity Shares. Further, our market price may also be adversely
affected even if there is a perception or belief that such sales of Equity Shares might occur.

49. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty
in asserting their rights as shareholder in an Indian company than as shareholder of a corporation in another
jurisdiction.

35
 SECTION III: INTRODUCTION

THE ISSUE

The Issue has been authorised by way of resolution passed by our Board on July 18, 2024, pursuant to section
62(1)(a) of the Companies Act, 2013 and other applicable provisions. The terms of the Issue including the Record
Date and Rights Entitlement Ratio have been approved by the Rights Issue Committee of the Board of Directors
at their meeting held on July 25, 2024.

The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in
its entirety by, more detailed information in “Terms of the Issue” on page 100 of this Draft Letter of Offer.

Rights Equity Shares being offered by our [●] Rights Equity Shares
Company
Rights Entitlement for the Rights Equity [●] Rights Equity Share for every [●] Equity Shares
Shares held on the Record Date
Record Date [●]
Face Value per Equity Share ₹10 each
Issue Price ₹ [●] per Rights Equity Share (including a premium of
₹ [●] per Rights Equity Share).
On Application, Investors will have to pay ₹ [●] per
Rights Equity Share, which constitutes 100% of the
Issue price including premium.
Issue Size [●] Equity Shares of face value of ₹10 each for cash at
a price of ₹ [●] per Rights Equity Share up to an amount
of ₹ 3030.00 Lakhs*
* Assuming full subscription
Voting Rights and Dividend The Equity Shares issued pursuant to this Issue shall
rank pari-passu in all respects with the Equity Shares of
our Company.
Fractional Entitlement For Equity Shares being offered on a rights basis under
the Issue, if the shareholding of any of the Eligible
Equity Shareholders is less than [●] ([●]) Equity Shares
or is not in multiples of [●] ([●]), the fractional
entitlement of such Eligible Equity Shareholders shall
be ignored for computation of the Rights Entitlement.
However, Eligible Equity shareholders whose fractional
entitlements are being ignored earlier will be given
preference in the Allotment of one additional Equity
Share each, if such Eligible Equity Shareholders have
applied for additional Equity Shares over and above
their Rights Entitlement, if any.
Equity Shares issued, subscribed and paid up 89,09,750 Equity Shares issued subscribed and paid-up.
and outstanding prior to the Issue For details, please see “Capital Structure” on page 42.
Equity Shares outstanding after the Issue [●] Equity Shares*
(assuming full subscription for and Allotment
of the Rights Equity Shares) * Assuming full subscription
Security Codes for the Equity Shares ISIN: INE819K01014
BSE Code: 511764
ISIN for Rights Entitlements [●]
Terms of the Issue For details, please see “Terms of the Issue” on page 100.
Use of Issue Proceeds For details, please see “Objects of the Issue” on page 47.

36
 GENERAL INFORMATION

Our Company was originally incorporated in the name and style of “Upaasana Finance Private Limited” as a
Private Limited Company which was subsequently converted into a Public Limited Company under the
Companies Act, 1956 with the name and style “Upaasana Finance Limited” pursuant to a Fresh Certificate of
Incorporation granted by the. Registrar of Companies, Chennai at Tamilnadu on June 15, 1988. There was name
change of the company to “Upasana Finance Limited” w.e.f. January 9, 1995. Later there was name change of
the company to “Aastamangalam Finance Limited” w.e.f. March 4, 2022. The Corporate Identity Number of our
Company is L65191TN1985PLC011503.
Changes in the registered office of our Company

From 2017 onwards, there has been a change in our registered office as follows:

Effective Date of Change Old Address New Address

October 04,2017 98A, Dr Radhakrishnan Salai, No.51 Hunters Road,
Mylapore, Chennai 600 004. Choolai, Chennai,
Tamil Nadu, 600112.
December17,2018 No.51 Hunters Road, Sapna Trade Centre, 10" Floor,
Choolai, Chennai, 10B/2 No. 109, P.H Road,
Tamil Nadu, 600112. Chennai - 600 084
July 01, 2022 SapnaTrade Centre, 10th Floor, No.51 Hunters Road,
10B/2 No. 109, P.H Road, Choolai, Chennai,
Chennai - 600 084. Tamil Nadu, 600112.

Registered Office of our Company

Aastamangalam Finance Limited

No.51, Hunters Road,
Choolai, Chennai,
Tamil Nadu, 600112.
Tel: 044-28478605,
Fax: NA
Website:www.upasanafinance.com
CIN: L65191TN1985PLC011503.

Registrar of Companies

Our Company is registered with the Registrar of Companies, at the following address:

Registrar Of Companies,
Block No.6, B Wing 2nd Floor,
Shastri Bhawan 26, Haddows Road,
Chennai - 600034, Tamilnadu.

Board of Directors of our Company

Set forth below are the details of our Board of Directors as on the date of this Letter of Offer:
Name Age Designation Address DIN
Mr Bharat Kumar 48 Non-Executive - 7 Mahaveer Colony, Evk 07996160
Dughar Independent Director Sampath Road, Vepery,
Chennai 600007
Mrs Rekha M 63 Non-Executive - Non- 51 Hunters Road, Choolai,
Jain Independent Director Chennai 600112 07704034
Mrs Bhavika M 43 Non-Executive - Non- 51 Hunters Road, Choolai, 07704015
Jain Independent Director Chennai 600112
Mrs Khushbu 40 Non-Executive - Non- 87/100, Kamdar Nagar, 3rd St, 07704023
Mohan Kumar Independent Director Nungambakkam, Chennai
Jain 600034

37
 Name Age Designation Address DIN
Mr Jadav Chand 43 Non-Executive - 141/75 Angalamman Koil 09688787
Akash Jain Independent Director Street, Choolai, Chennai
600012

For detailed profile of our directors, please refer to the chapter titled “Our Management” on page 61

Chief Financial Officer

S Mohan Kumar is the CFO of our Company. His contact details are:
Address:
No.51 Hunters Road,
Choolai, Chennai,
Tamil Nadu, 600112
Tel: 044-28478605, Fax:NA
Email upasana_shares@yahoo.com

Company Secretary and Compliance Officer

Mr. Binod Kumar Chowdhury is the Company Secretary and Compliance Officer of our Company.
Address:
No.51 Hunters Road,
Choolai, Chennai,
Tamil Nadu, 600112
Tel: 044-28478605, Fax: NA
Email: upasana_shares@yahoo.com

Details of Key Intermediaries pertaining to this Issue:

Registrar to the Company / Issue

Integrated Registry Management Services Pvt. Ltd (Integrated Enterprises (India) Ltd):
Address:
Kences Towers,
2nd Floor, No.1,
Ramakrishna Street,
North Usman Road,
T.Nagar,
Chennai - 600 017
Tel: +91 44 28140801-803
Email: corpserv@integratedindia.in
Website: www.integratedindia.in
Contact Person: Mr. Yuvraj
SEBI Registration Number: INR000000544

Statutory and Peer Review Auditor of our Company

Venkat And Rangaa LLP

Address:
Flat A1, Acacia Homes, Udayavarlu Villa, No. 07, Ambedkar Salai, Valasaravakkam, Chennai – 600 087.
Tel: 9380742792
Contact Person: Mr. Zameer
Email: zameer.t.ca@gmail.com
Firm Registration Number: 004597S
Peer Review Certificate Number: 015938 valid till 31.10.2026

38
Designated Intermediaries

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the
website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated
from time to time. For details on Designated Branches of SCSBs collecting the Application Forms, refer to the
website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. On Allotment,
the amount will be unblocked and the account will be debited only to the extent required to pay for the Rights
Equity Shares Allotted.

Inter-se Allocation of Responsibilities

The Company has not appointed any merchant banker as the Issue size is less than ₹5,000.00 lakhs and hence
there is no inter-se allocation of responsibilities.

Expert Opinion

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated July 23, 2024 from the Statutory Auditors M/s Venkat and
Rangaa LLP Chartered Accountants to include their name as required under Section 26(5) of the Companies Act,
2013 read with SEBI ICDR Regulations in this Draft Letter of Offer as an “Expert” as defined under Section
2(38) of the Companies Act, 2013 to extent and in its capacity as an independent Statutory Auditor and in respect
of its, in their capacity as the Statutory Auditors and in respect of their:

(i) Financial Statements for the financial years ended March 31, 2024.
(ii) Statement of Special Tax Benefits dated July 23, 2024 in this Draft Letter of Offer and
(iii) The Statement of Financial Indebtedness issued by us, and such consent has not been withdrawn as on
the date of this Draft Letter of Offer. However, the term “Expert” shall not be construed to mean an
“Expert” as defined under the Securities Act, 1933.

Investor grievances

Investors may contact the Company Secretary and Compliance Officer for any pre-Issue/ post-Issue related
matters such as non-receipt of Letters of Allotment/ share certificates/ demat credit/ Refund Orders, etc.

Investors are advised to contact the Registrar to the Issue or our Company Secretary and Compliance Officer for
any pre- Issue or post-Issue related problems such as non-receipt of Abridged Letter of Offer/ Application Form
and Rights Entitlement Letter/ Letter of Allotment, Split Application Forms, Share Certificate(s) or Refund
Orders, etc. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a
copy to the SCSBs, giving full details such as name, address of the applicant, ASBA Account number and the
Designated Branch of the SCSBs, number of Equity Shares applied for, amount blocked, where the Application
Form and Rights Entitlement Letter or the plain paper application, in case of Eligible Equity Shareholder, was
submitted by the ASBA Investors through ASBA process.

Credit Rating

As this is a Rights Issue of Equity Shares, credit rating is not required.

Debenture Trustees

As this is a Rights Issue of Equity Shares, the appointment of Debenture trustees is not required.

Monitoring Agency

Since the size of the issue is less than Rs10,000 lacs, under Regulation 82 of the SEBI ICDR Regulations, a
monitoring agency is not required to be appointed by our Company.

39
Filing

SEBI vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth
Amendment) Regulations, 2020 has amended Regulation 3(b) of the SEBI ICDR Regulations as per which the
threshold of filing of Letter of Offer with SEBI for rights issues has been increased to Rupees fifty crores. Since
the size of this Issue falls below this threshold, the Draft Letter of Offer has been filed with the Stock Exchange
and not with SEBI. However, the Letter of Offer will be submitted with SEBI for information and dissemination
and will be filed with the Stock Exchange.

Changes in Auditors during the last three years

There has been no change in the Statutory Auditor of our Company in last three years immediately preceding the
date of this Letter of Offer.

Underwriting Agreement

This Issue is not underwritten, and our Company has not entered any underwriting arrangement.

Issue Schedule

The subscription will open upon the commencement of the banking hours and will close upon the close of
banking hours on the dates mentioned below:

Event Indicative Date

Issue Opening Date [●]
Last Date for On Market Renunciation of Rights [●]
Issue Closing Date* [●]

*The Board of Directors or the Rights Issue Committee will have the right to extend the Issue period as it may determine
from time to time, provided that the Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date .

The above schedule is indicative and does not constitute any obligation on our Company.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date have
not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide
their demat account details to our Company or the Registrar not later than two (2) Working Days prior to the
Issue Closing Date, i.e., [●]to enable the credit of the Rights Entitlements by way of transfer from the demat
suspense escrow account to their respective demat accounts, at least one day before the Issue Closing Date, being
[●].

Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Neither
our Company nor the Registrar to the Issue will be liable for any loss on account of non-submission of
Applications on or before the Issue Closing Date. For details on submitting Application Forms, see “Terms of
the Issue” on page 100.

Please note that if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before
Issue Closing Date, such Rights Entitlements shall lapse and shall be extinguished after the Issue Closing Date.
No Equity Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were
purchased from market and purchaser will lose the amount paid to acquire the Rights Entitlements. Persons who
are credited the Rights Entitlements are required to make an application to apply for Equity Shares offered under
Rights Issue for subscribing to the Equity Shares offered under Issue

Minimum Subscription

The objects of this Issue involve: (i) to augment our capital base and (ii) for general corporate purposes. Further,
our Promoters Mrs Bhavika M Jain and Ms Khushbu Mohan Kumar Jain have undertaken that they will subscribe
to the full extent of their Rights Entitlements and that they shall not renounce their Rights Entitlements (except
to the extent of renunciation by any of them in favour of any other members of our Promoter Group) subject to
the aggregate shareholding of our Promoters and Promoter Group being compliant with the minimum public
shareholding requirements under the SCRR and the SEBI Listing Regulations. Accordingly, in terms of

40
Regulation 86 of the SEBI ICDR Regulations, the requirement of minimum subscription is not applicable to this
Issue.
Any participation by our Promoters and Promoter Group, over and above their Rights Entitlements, shall not
result in a breach of the minimum public shareholding requirements prescribed under applicable law.

41
 CAPITAL STRUCTURE

The equity share capital of our Company as at the date of this Draft Letter of Offer, and the details of the Equity
Shares proposed to be issued in the Issue, and the issued, subscribed and paid-up share capital after the Issue, are
set forth below.
(₹ Lakhs except share data)
Aggregate Value Aggregate Value
at at Issue Price
Face Value
A AUTHORISEDSHARECAPITAL
200 Lakh Equity Shares of ₹10 each 2000.00

B ISSUED SHARE CAPITAL BEFORE THE ISSUE

[●] Equity Shares of ₹10 each [●]

SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE

ISSUE
[●] Equity Shares of ₹10 each [●]

D PRESENT ISSUE IN TERMS OF THIS LETTER OF

OFFER (1)
Up to [●] Rights Equity Shares, at a premium of ₹ [●] per Rights [●] Up to 3030.00
Equity Share, i.e., at a price of ₹ [●] per Rights Equity Share(2)

E ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

AFTER THE ISSUE (3)(4)
Up to [●] Equity Shares [●]

G SECURITIES PREMIUM ACCOUNT

Before the Issue 1389.53
After the Issue [●] (3)

(1) & (2)

The present Issue has been authorised vide a resolution passed at the meeting of the Board of Directors dated July
18, 2024.
(2) On Application, Investors will have to pay [●] per Rights Equity Share which constitutes 100% of the Issue Price.
(3)
Assuming full subscription for and Allotment of the Rights Equity Shares.
(4) Subject to finalisation of Basis of Allotment.

NOTES TO CAPITAL STRUCTURE

1. Intention and extent of participation by our Promoters and Promoter Group in the Issue:

Our Promoters have confirmed that they intend to: (i) subscribe, to the full extent of their Rights
Entitlements and have also confirmed that they shall not renounce the Rights Entitlements (except to the
extent of Rights Entitlements renounced by any of them in favour of our other Promoters or other member(s)
of our Promoter Group); (ii) subscribe to the Rights Equity Shares for the Rights Entitlements, if any, which
are renounced in their favour by any other Promoters or any other member(s) of our Promoter Group, each
as may be applicable; and (iii) their intention to apply for and subscribe to additional Rights Equity Shares
and to any unsubscribed portion in this Issue, subject to compliance with the minimum public shareholding
requirements, as prescribed under the SCRR and the SEBI Listing Regulations at the time of Allotment.

2. The ex-rights price of the Rights Equity Shares as per Regulation 10(4)(b) of the Takeover Regulations is
₹ [●]/- per equity share.

3. At any given time, there shall be only one denomination of the Equity Shares of our Company.

4. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this
Letter of Offer. For details on the terms of this Issue, see “Terms of the Issue” on page 100.

Shareholding Pattern of our Company as per the last filing with the Stock Exchange:

42
 Draft Letter of Offer
[●], 2024
For Eligible Equity Shareholders only

The summary statement of the shareholding pattern of our Company as on June 30, 2024, is as follows:

Categ Category of Shareholder No. of No. of fully Total No. of Shareholding as Number of Voting Rights held in each class No. of locked-in Equity No. of Equity
ory Share paid-up shares held a % of total no. of securities Shares Shares held in
holde Equity of Equity Shares Class Total Total % No. As a % of dematerialized
rs Shares held (calculated as (Equity) total shares form
per SCRR) held
(A) Promoter and Promoter Group 2 24,58,785 24,58,785 27.60 24,58,785 24,58,785 27.60 24,58,785 100.00 24,58,785
(B) Public 6,166 64,50,965 64,50,965 72.40 64,50,965 64,50,965 72.40 22,82,500 35.38 58,89,872
(C) Non-Promoter- Non-Public -- -- -- -- -- -- -- -- -- --
(C1) Shares underlying depository receipts -- -- -- -- -- -- -- -- -- --
(C2) Shares held by employee trusts -- -- -- -- -- -- -- -- -- --
Total 6,168 89,09,750 89,09,750 100.00 89,09,750 89,09,750 100.00 47,41,285 53.21 83,48,657

i.The statement of the shareholding pattern of our Company as on June 30, 2024, is as follows:

Category of Shareholder No. of No. of fully paid Total no of Shareholding as a % of total No. of Total as a % of No. of locked-in Equity
Shareholders up Equity Equity no. of Equity Shares Voting Total Voting Shares
Shares held Shares held (calculated as per SCRR, Rights right
1957) As a% of (A+B+C2)

(A) Promoter & Promoter group 2 24,58,785 24,58,785 27.60 24,58,785 24,58,785
(B) Public 6136 64,50,965 64,50,965 72.40 64,50,965 22,82,500
Grand Total 6138 89,09,750 89,09,750 100.00 89,09,750 47,41,285

43
 ii. Statement showing holding securities of persons belonging to the category Promoters and Promoter
Group” as on June 30, 2024:
Category of No. of No. of fully Total no of Shareholding No. of Voting Total Number of Locked in Shares Number of
Shareholder Shareh paid up Equity as Rights as a % Equity Shares
olders Equity Shares held a % of total of held in
Shares held no. Total dematerialized
of Equity Voting form
Shares right
(calculated as
per
SCRR, 1957)
As
a% of
(A+B+C2)

Class Eg: X Total

A1) Indian

Individuals/ 2 24,58,785 24,58,785 27.60 24,58,785 27.60 24,58,785 100 24,58,785

Hindu
Undivided
Family
Bhavika M 1 12,43,785 12,43,785 13.96 12,43,785 13.96 12,43,785 100 12,43,785
Jain
Khushbu 1 12,15,000 12,15,000 13.64 12,15,000 13.64 12,15,000 100 12,15,000
Mohan
Kumar Jain
Rekha M - - - - - - - - -
Jian
Sub- total of 2 24,58,785 24,58,785 27.60 24,58,785 27.60 24,58,785 100 24,58,785
A1
- - - - - - - - -
A2) Foreign
Sub-total of - - - - - - - - -
A2
A= A1+ A2 2 24,58,785 24,58,785 27.60 24,58,785 27.60 24,58,785 100 24,58,785

iii.Statement showing holding of securities of persons belonging to the “public” category as on June 30,
2024:
Category of Nos. of No. of fully Total no of Shareholding No. of Total Number of Locked in Shares Number of
Shareholder Sharehol paid up Equity as Voting as a Equity Shares
ders Equity Shares held a % of total Rights % of held in
Shares held no. Total No (a) As a % dematerialized
of Equity Votin of total form
Shares g shares
(Calculated as right held
per (b)
SCRR, 1957)
As
a% of
(A+B+C2)
B1) Institutions - - - - - - - - -
B2) Institutions - - - - - - - - -
(Domestic)
B3) Institutions - - - - - - - - -
(Foreign)
B4) Central - - - - - - - - -
Government/
State
Government(s) /
President of
India
B5) Non-
Institutions
Individual share 6037 1546147 15,46,147 17.35 15,46,147 17.35 0 0 10,46,754
capital up to ₹ 2
Lakhs
Individual share 42 4663837 46,63,837 52.35 46,63,837 52.35 22,82,500 48.94 46,63,837
capital in excess
of ₹ 2 Lakhs
Suman Chepuri 1 93245 93,245 1.05 93,245 1.05 0 0 93,245
Dhnraj 1 95000 95,000 1.07 95,000 1.07 0 0 95,000
Kesarimalji Tated
Ashok Kothari 1 100000 1,00,000 1.12 1,00,000 1.12 0 0 1,00,000
Adarsh Kothari
Ashok Adesh 1 100000 1,00,000 1.12 1,00,000 1.12 0 0 1,00,000
Kothari

44
Mangalchand 1 100000 1,00,000 1.12 1,00,000 1.12 0 0 1,00,000
Ashok Kothari
Kartik Bathla 1 100340 1,00,340 1.13 1,00,340 1.13 0 0 1,00,340
Jithender Tatia 1 111756 1,11,756 1.25 1,11,756 1.25 0 0 1,11,756
Laxmi D Tated 1 125215 1,25,215 1.41 1,25,215 1.41 0 0 1,25,215
Shobha Kamalesh 1 145000 1,45,000 1.63 1,45,000 1.63 0 0 1,45,000
Kumar
Ronak Tatia 1 150000 1,50,000 1.68 1,50,000 1.68 0 0 1,50,000
Aksha Bagmar 1 150000 1,50,000 1.68 1,50,000 1.68 0 0 1,50,000
V Nitin 1 155214 1,55,214 1.74 1,55,214 1.74 0 0 1,55,214
Sashikala 1 167500 1,67,500 1.88 1,67,500 1.88 1,67,500 100 1,67,500
Lunawat
Manojkumar 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Lunawat Darshan
Lunawat
Darsha Lodha 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Darshan Lodha 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000

Rahul Lunawat 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Rohit Lunawat 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Manoj Kumar 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Lunawat
Madanlal Jain 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Dulichand Lodha 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Gunavanthi Tatia 1 235000 2,35,000 2.64 2,35,000 2.64 2,35,000 100 2,35,000
Non-Resident 19 53829 53,829 0.6 53,829 0.6 0 0 15,029
Indian (NRI)
Bodies Corporate 28 71753 71,753 0.81 71,753 0.81 0 0 48,853
Any Other 40 115399 1,15,399 1.3 1,15,399 1.3 0 0 1,15,399
Resident-Stock 1 200 200 0 200 0 0 0 200
Broker
Proprietary
Margin Trading 1 100 100 0 100 0 0 0 100
Account-
Individual
HUF 37 114798 1,14,798 1.29 1,14,798 1.29 0 0 1,14,798
Corporate Client 1 301 301 0 301 0 0 0 301
Collateral
Account
Sub-total B4 6166 6450965 64,50,965 72.4 64,50,965 72.4 22,82,500 35.38 58,89,872
B= 6166 6450965 64,50,965 72.4 64,50,965 72.4 22,82,500 35.38 58,89,872
B1+B2+B3+B4

iv. Details of shareholders of our Company holding 1% or more of the paid-up capital of the issuer as last
disclosed to the stock exchanges: i.e. June 30, 2024.

S. Name of the Shareholders No. of Equity % of Pre-Issue Equity

No. Shares Share Capital
Nil

v. Details of shares locked-in, pledged, encumbrance by the Promoters and the Promoter Group:

S Name of the Shareholders No. of Equity Lock-in From Lock-in To

No Shares
1 Bhavika M Jain 1,25,000 05.07.2023 31.01.2025
Bhavika M Jain 95,000 12.01.2024 30.06.2025
2 Khushbu Mohan Kumar Jain 1,25,000 05.07.2023 31.01.2025
Khushbu Mohan Kumar Jain 95,000 12.01.2024 30.06.2025

As on date of this Draft Letter of Offer, none of the shares held by the promoter are locked-in, pledged
or encumbered.

vi. Details of shares acquired by Promoters and Promoter Group in the last one year
immediately preceding the date of filing of this Draft Letter of Offer:

S. Name of the Promoter Number of Mode of Date of

No. and Promoter Group shares acquired Acquisition Allotment
1 Bhavika M Jain 95000 Preferential Issue 01-09-2023
2 Khusbu Mohan Kumar Jain 95000 Preferential Issue 01-09-2023

45
5. There are no outstanding options or convertible securities, including any outstanding warrants or rights to
convert debentures, loans or other instruments convertible into Equity Shares as on the date of filing of this
Draft Letter of Offer.

[The remainder of this page has been intentionally left blank]

46
 OBJECTS OF THE ISSUE

Our Company intends to utilise the net proceeds from the Issue (the “Net Proceeds”) towards funding of the
following objects:
1. To augment our capital base
2. General corporate purposes

(Collectively, referred to hereinafter as the “Objects”)

We intend to utilize the gross proceeds raised through the Issue (the “Issue Proceeds”) after deducting the Issue
related expenses (“Net Proceeds”) for the abovementioned Objects.

The objects set out in the Memorandum of Association enable us to undertake our existing activities and the
activities for which funds are being raised by us through the Issue from the Net Proceeds.

Details of objects of the Issue

The details of objects of the Issue are set forth in the following table:
(₹ in lakhs)
Particulars Amount
Gross Proceeds from the Issue 3030.00
Less: Issue related expenses (estimated) 50.00
Net Proceeds from the Issue 2980.00

Requirement of Funds

The details of the Gross Proceeds are set forth in the following table:
(₹ in lakhs)
Particulars Amount
To augment the capital base of our Company. 2925.00
General Corporate Purposes 55.00
Gross proceeds from the Issue 2980.00

Means of Finance

Our Company proposes to meet the entire requirement of funds for the proposed objects of the Issue from the
Net Proceeds. Accordingly, our Company confirms that there is no requirement to make firm arrangements of
finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to
be raised from the Issue.

Schedule of Implementation and Deployment of Funds

Our Company proposes to deploy the entire Net Proceeds towards the Objects as described herein during Fiscal
2025.

The funds deployment described herein is based on management estimates and current circumstances of our
business and operations. Given the dynamic nature of our business, we may have to revise our funding
requirements and deployment on account of variety of factors such as our financial condition, business strategy,
including external factors which may not be within the control of our management. This may entail rescheduling
and revising the planned funding requirements and deployment and increasing or decreasing the funding
requirements from the planned funding requirements at the discretion of our management. Accordingly, the Net
Proceeds of the Issue would be used to meet all or any of the purposes of the fund requirements described herein.
Subject to applicable law, if the actual utilisation towards issue expense is lower than the stated above, the
balance will be used towards general corporate purposes to the extent that the total amount to be utilized towards
general corporate purposes will not exceed 25% of the gross proceeds. In case of a shortfall in raising requisite
capital from the Net Proceeds towards meeting the Objects, business considerations may require us to explore a
range of options including utilising our internal accruals We believe that such alternate arrangements would be

47
available to fund any such shortfalls. To the extent our Company is unable to utilise any portion of the Net
Proceeds towards the aforementioned objects, per the estimated scheduled of deployment specified above, our
Company shall deploy the Net Proceeds in subsequent financial years towards the aforementioned objects.

The above fund requirements are based on our current business plan, internal management estimates and have
not been appraised by any bank or financial institution. These are based on current conditions and are subject to
revisions in light of changes in external circumstances or costs, or our financial condition, business or strategy.
For further details of factors that may affect these estimates, see “Risk Factor No.6 – “The objects of the Issue
are based on the internal estimates of our management and have not been appraised by any bank or financial
institution.” on page 23 of this Draft Letter of Offer.

Details of the Objects of the Issue

1. To augment our capital base and provide for our fund requirements for increasing our operational
scale with respect to our NBFC activities.

We are a RBI Registered NBFC involved in the business of equity and debt investments, trading in
securities and providing unsecured financing to individuals and small businesses. The capital adequacy
norms issued by the RBI, is not applicable to our company as we are NBFC Non-systematically important
non-Deposit Taking Company categorized as an Investment Company. We propose to augment our
capital base by Rs. 2950 Lakhs through this Issue and utilize the funds raised to further increase the
operational scale of its business of NBFC activities, Investments & Trading of Securities.

The amount raised will primarily be used to expand our business operations. We intend to increase our
lending/ financing portfolio qualitatively and quantitatively target eligible clients for secured and
unsecured loans.

Further, to encash the available opportunity, our Company sometime make investment in the form of debt
and equity in various companies either directly or through its wholly owned subsidiary. We are not bound
by predefined restrictions in regard to our search for investment opportunities. We invest in companies in
a variety of markets and stages both listed and unlisted. Our management approach can take the form
either of driving change or partnership with existing owners.

No portion of the amount earmarked towards this object will be utilised for giving loans to our Promoters,
Subsidiaries, Associates, Group Companies and Promoter Group Companies.

2. General Corporate Purposes

In terms of Regulation 62 (2) of the SEBI ICDR Regulations, the extent of the Issue Proceeds proposed
to be used for general corporate purposes shall not exceeding 25% of the Gross proceeds of the Issue. Our
Board will have flexibility in applying the balance amount towards general corporate purposes, including
repayment of outstanding loans, meeting our working capital requirements, capital expenditure, funding
our growth opportunities, including strategic initiatives, meeting expenses incurred in the ordinary course
of business including salaries and wages, administration expenses, insurance related expenses, meeting
of exigencies which our Company may face in course of business and any other purpose as may be
approved by the Board or a duly appointed committee from time to time, subject to compliance with the
necessary provisions of the Companies Act.

Our management will have flexibility in utilizing any amounts for general corporate purposes under the
overall guidance and policies of our Board. The quantum of utilization of funds towards any of the
purposes will be determined by the Board, based on the amount actually available under this head and the
business requirements of our Company, from time to time.

Undertaking by our Promoter

Our Promoters have that they intend to: (i) subscribe, to the full extent of their Rights Entitlements and have also
confirmed that they shall not renounce the Rights Entitlements (except to the extent of Rights Entitlements
renounced by any of them in favour of our other Promoters or other member(s) of our Promoter Group); (ii)
subscribe to the Rights Equity Shares for the Rights Entitlements, if any, which are renounced in their favour by

48
any other Promoters or any other member(s) of our Promoter Group, each as may be applicable; and (iii) their
intention to apply for and subscribe to additional Rights Equity Shares and to any unsubscribed portion in this
Issue, subject to compliance with the minimum public shareholding requirements, as prescribed under the SCRR
and the SEBI Listing Regulations at the time of Allotment.

Issue Related Expenses

The Issue related expenses include, among others, fees to various advisors, printing and distribution expenses,
advertisement expenses and registrar and depository fees. The estimated Issue related expenses are as follows:
(₹ in lakhs)
Particulars Amount (Rs. In As a percentage As a percentage of
Lakhs) of total expenses Issue size*#
Fees of the Lead Managers, Bankers to 30.00 60.00% 1.00%
the Issue, Registrar to the Issue, Legal
Advisor, Auditor’s fees, including out
of pocket expenses etc.
Expenses relating to advertising, 10.00 20.00% 0.33%
printing, distribution, marketing and
stationery expenses
Regulatory fees, filing fees, listing fees 10.00 20.00% 0.33%
and other miscellaneous expenses
Total estimated Issue expenses*^ 50.00 100.00% 1.66%

*Amount will be finalised at the time of filing of the Letter of Offer and determination of Issue Price and
other details.
* Subject to finalisation of Basis of Allotment. In case of any difference between the estimated Issue related
expenses and actual expenses incurred, the shortfall or excess shall be adjusted with the amount allocated
towards General Corporate Purposes. All Issue related expenses will be paid out of the Gross Proceeds
received at the time of receipt of the subscription amount to the Rights Issue.
^Excluding taxes
#Assuming full subscription

Bridge Financing Facilities

Our Company has not raised any bridge loan from any bank or financial institution as on the date of the Draft
Letter of Offer, which are proposed to be repaid from the Net Proceeds.

Interim use of Net Proceeds

Our Company, in accordance with the policies established by our Board from time to time, will have the
flexibility to deploy the Net Proceeds. Pending utilization for the purposes described above, our Company intends
to temporarily deposit the funds in the scheduled commercial banks included in the second schedule of Reserve
Bank of India Act, 1934 as may be approved by our Board of Directors. Our Company confirms that pending
utilization of the Net Proceeds towards the stated Objects of the Issue, our Company shall not use / deploy the
Net Proceeds for any investment in the equity markets.

Monitoring of utilization of funds

Since the Issue is for an amount less than ₹10,000 lacs, in terms of Regulation 82 of the SEBI ICDR Regulations,
our Company is not required to appoint a monitoring agency for the purposes of the Issue. As required under the
SEBI Listing Regulations, the Audit Committee appointed by the Board shall monitor the utilization of the
proceeds of the Issue. We will disclose the details of the utilization of the Net Proceeds of the Issue, including
interim use, under a separate head in our financial statements specifying the purpose for which such proceeds
have been utilized or otherwise disclosed as per the disclosure requirements.

As per the requirements of Regulations 18(3) read with Part C of Schedule II of the SEBI Listing Regulations,
we will disclose to the Audit Committee the uses / application of funds on a quarterly basis as part of our quarterly
declaration of results. Further, on an annual basis, we shall prepare a statement of funds utilized for purposes
other than those stated in the Letter of Offer and place it before the Audit Committee. The said disclosure shall
be made till such time that the Gross Proceeds raised through the Issue have been fully spent. The statement shall

49
be certified by our Statutory Auditor.

Further, in terms of Regulation 32 of the SEBI Listing Regulations, we will furnish to the Stock Exchange on a
quarterly basis, a statement indicating material deviations, if any, in the use of proceeds from the objects stated
in the Letter of Offer. Further, this information shall be furnished to the Stock Exchange along with the interim
or annual financial results submitted under Regulations 33 of the SEBI Listing Regulations and be published in
the newspapers simultaneously with the interim or annual financial results, after placing it before the Audit
Committee in terms of Regulation 18 of the SEBI Listing Regulations.

Appraising entity

None of the objects of this Issue, for which the Net Proceeds will be utilized, have been appraised.

Strategic or financial partners

There are no strategic or financial partners to the Objects of the Issue.

Other confirmations

No part of the Net Proceeds of the Issue will be paid by our Company to our Promoters, our Promoter Group,
our Directors or Key Managerial Personnel.

Our Promoters, our Promoters Group and our Directors do not have any interest in the objects of the Issue.

There are no material existing or anticipated transactions in relation to utilization of Net Proceeds with our
Promoter, our Promoter Group, our Directors and our Key Managerial Personnel.

50
 STATEMENT OF TAX BENEFITS

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS AS PER THE CERTIFICATE ISSUED BY STATUTORY AUDITORS OF
THE COMPANY.

To,
The Board of Directors,
Aastamangalam Finance Limited
No.51 Hunters Road,
Choolai, Chennai,
Tamil Nadu - 600112.
Dear Sirs,

Sub: Statement of possible special direct tax benefits available to Aastamangalam Finance Limited ("the
Company") and its shareholders ("the Statement").

We hereby confirm that the enclosed statement states the possible special direct tax benefits available to
the Company and the shareholders of the Company under the Income Tax Act, 1961 ("Act") as amended
from time to time, presently in force in India. Several of these benefits are dependent on the Company or
its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the
ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on the business imperatives, the Company may or may not choose to fulfill.
This statement is only intended to provide general information to the investors and hence is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the
tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the rights issue of equity
shares of the Company particularly in view of the fact that certain recently enacted legislation may not
have a direct legal precedent or may have a different interpretation on the benefits, which an investor can
avail. Neither are we suggesting nor are we advising the investor to invest money based on this statement.
The contents of the enclosed statement are based on the information, explanations and representations
obtained from the Company and on the basis of their understanding of the business activities and operations
of the Company. We do not express any opinion or provide any assurance as to whether:
1. The Company or its shareholders will continue to obtain these benefits in future; or
2. The conditions prescribed for availing the benefits, where applicable have been/would be met.

This statement is intended solely for information and for inclusion in the Draft Letter of Offer and/or letter
of offer “(Issue Documents”) of the company and in any other documents in relation to the Issue of equity
shares of the Company and is not to be used, circulated, or referred to for any other purpose without our
prior written consent. Our views are based on the existing provisions of law referred to earlier and their
interpretation, which are subject to change from time to time.
We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent
of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith
or intentional misconduct. We will not be liable to any other person in respect of this Statement.
Statement of Special Tax Benefits available to the Company & its Shareholder under the Income Tax
Act, 1961 and other Direct Tax Laws presently in force in India

Special Tax Benefits

I. Benefits available to the Company

There are no special tax benefits available to the Company.

II. Benefits available to the Shareholders

51
There are no special tax benefits available to the shareholders for investing in the proposed right issue of
shares of the Company.

For and on behalf of Venkat and Rangaa LLP,

Chartered Accountants
Firm Registration Number: 004597S

Sd/-

Name: Mr. T. Zameer

Designation: Partner
Membership No: 230441
UDIN: 24230441BKCKUW3653
Place: Chennai
Date: July 23, 2024

52
 SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this section includes extracts from publicly available information, data and statistics and has
been derived from various government publications and industry sources. Neither we, the Lead Manager or any
of our or their respective affiliates or advisors nor any other person connected with Issue have verified this
information. The data may have been re-classified by us for the purposes of presentation. The information may
not be consistent with other information compiled by third parties within or outside India. Industry sources and
publications generally state that the information contained therein has been obtained from sources it believes to
be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed, and their
reliability cannot be assured. Industry and government publications are also prepared based on information as
of specific dates and may no longer be current or reflect current trends. Industry and government sources and
publications may also base their information on estimates, forecasts and assumptions which may prove to be
incorrect.

Before deciding to invest in the Equity Shares, prospective investors should read this entire Draft Letter of Offer,
including the information in the sections "Risk Factors" and "Financial Statements" on pages 21 and 64 of this
Draft Letter of Offer respectively. An investment in the Equity Shares involves a high degree of risk. For a
discussion of certain risks in connection with an investment in the Equity Shares, please see the section ‘Risk
Factors’ on page 21 of this Draft Letter of Offer. Accordingly, investment decisions should not be based on such
information.

Indian Economy

Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest
economy after it recovered from the COVID-19 pandemic shock. Nominal GDP or GDP at Current Prices in the
year 2023-24 is estimated at Rs. 293.90 lakh crores (US$ 3.52 trillion), against the First Revised Estimates (FRE)
of GDP for the year 2022-23 of Rs. 269.50 lakh crores (US$ 3.23 trillion). The growth in nominal GDP during
2023-24 is estimated at 9.1% as compared to 14.2% in 2022-23. Strong domestic demand for consumption and
investment, along with Government’s continued emphasis on capital expenditure are seen as among the key
driver of the GDP in the first half of FY24. During the period January-March 2024, India’s exports stood at US$
119.10 billion, with Engineering Goods (25.01%), Petroleum Products (17.88%) and Organic and Inorganic
Chemicals (7.65%) being the top three exported commodity. Rising employment and increasing private
consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors such as tax
buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff
structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and
asset-building projects is set to increase growth multipliers. The contact-based services sector has demonstrated
promise to boost growth by unleashing the pent-up demand. The sector's success is being captured by a number
of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three
economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

India's appeal as a destination for investments has grown stronger and more sustainable because of the current
period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds
in 2022 are evidence of investor faith in the "Invest in India" narrative.

(Source: https://www.ibef.org/economy/indian-economy-overview)

Introduction to the Financial Services Industry

India has a diversified financial sector undergoing rapid expansion, both in terms of strong growth of existing
financial services firms and new entities entering the market. The sector comprises commercial banks, insurance
companies, non-banking financial companies, co-operatives, pension funds, mutual funds and other smaller
financial entities. The banking regulator has allowed new entities such as payment banks to be created recently,
thereby adding to the type of entities operating in the sector. However, the financial sector in India is

53
predominantly a banking sector with commercial banks accounting for more than 64% of the total assets held by
the financial system.

The Government of India has introduced several reforms to liberalise, regulate and enhance this industry. The
Government and Reserve Bank of India (RBI) have taken various measures to facilitate easy access to finance
for Micro, Small and Medium Enterprises (MSMEs). These measures include launching Credit Guarantee Fund
Scheme for MSMEs, issuing guidelines to banks regarding collateral requirements and setting up a Micro Units
Development and Refinance Agency (MUDRA). With a combined push by Government and private sector, India
is undoubtedly one of the world's most vibrant capital markets.

(Source: https://www.ibef.org/industry/financial-services-india)

Historical Context

Historically, NBFCs have been a vital cornerstone of the Indian financial ecosystem as important financial
intermediaries channelizing savings and investments, especially for small-scale and retail sectors as well as
underserved areas and unbanked sectors of the Indian economy.

A Non-Banking Financial company (NBFC) is a company registered under the Companies Act, 1956 or under
Companies Act, 2013 engaged in the business of loans and advances, acquisition of
shares/stocks/bonds/debentures/securities issued by Government or local authority or other marketable securities
of a like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution
whose principal business is that of agriculture activity, industrial activity, purchase or sale of any goods (other
than securities) or providing any services and sale/purchase/construction of immovable property. A non-banking
institution which is a company and has principal business of receiving deposits under any scheme or arrangement
in one lump sum or in instalments by way of contributions or in any other manner, is also a non-banking financial
company (Residuary non-banking company).

In terms of Section 45-IA of the RBI Act, 1934, no Non-banking Financial Company can commence or carry
on business of a non-banking financial institution without a) obtaining a certificate of registration from the Bank
and without having a Net Owned Funds of ₹ 25 lakhs (₹ Two crore since April 1999). However, in terms of the
powers given to the Bank, to obviate dual regulation, certain categories of NBFCs which are regulated by other
regulators are exempted from the requirement of registration with RBI viz. Venture Capital Fund/Merchant
Banking companies/Stock broking companies registered with SEBI, Insurance company holding a valid
Certificate of Registration issued by IRDA, Nidhi companies as notified under Section 620A of the Companies
Act, 1956, Chit companies as defined in clause (b) of Section 2 of the Chit Funds Act, 1982,Housing Finance
Companies regulated by National Housing Bank, Stock Exchange or a Mutual Benefit Company.

A Company incorporated under the Companies Act, 1956 and desirous of commencing business of non-banking
financial institution as defined under Section 45 I(a) of the RBI Act, 1934 should comply with the following:

1. it should be a company registered under Section 3 of the companies Act, 1956

2. It should have a minimum net owned fund of ₹ 200 lakh.

(Source: https://www.rbi.org.in/Scripts/FAQView.aspx?Id=92)
(Source: https://www.rbi.org.in/Scripts/FAQView.aspx?Id=92)

Evolution

Over the years, NBFCs have evolved given the extensive changes in the regulatory framework for NBFCs in
India which have moved from simplified regulations to stringent and extensive regulations as well as towards
rationalisation per the currently revised NBFC regulatory framework. Given these high levels of regulation,
NBFCs have also emerged as preferred options to meet credit needs since the low cost of operations has provided
these NBFCs an edge over banks.

54
Financial Access and Supportive Government Schemes

Additionally, NBFCs have gradually become important mechanisms to fuel growth and entrepreneurship due to
the launch of government-backed schemes including Pradhan Mantri Jan-Dhan Yojana which has contributed to
a significant increase in the number of bank accounts.

These NBFCs have also been key in being able to mitigate and manage the spread of risks during times of
financial duress and have increasingly become recognized as complementary services to banks.

NBFCs have become integral for all business services, including loans and credit facilities, retirement planning,
money markets, underwriting and merger activities. As such these companies play an important role in providing
credit to the unorganized sector and for small borrowers at local level. Additionally, hire purchase finance is also
the largest activity of NBFCs and the rapid growth of NBFCs has gradually blurred the lines between banks and
NBFCs although commercial banks have retained importance. These NBFCs facilitate long term investment and
financing, which is challenging for banking sector, and the growth of NBFCs widens range of products available
for individuals/institutions with resources to invest.

Opportunities for NBFCs

Ongoing stress in public sector banks (PSUs) because of increasing bad debt, lending in rural areas deterioration
has provided NBFCs with the opportunity to increase presence. The success of these NBFCs vs. PSUs can be
attributed to product lines, lower cost, wider and effective reach, strong risk management capabilities to check
and control bad debts, and a better understanding of customer segments versus banks. NBFCs have witnessed
success in the passenger and commercial vehicle finance segments as well as growing AUM in personal loan
and housing finance sector, Additionally, improving macro-economic conditions, higher credit penetrations,
consumption themes and disruptive digital trends have influenced NBFC credit growth. Stress in public sector
units (PSUs), underlying credit demand, digital disruption for MSMEs and SMEs as well as increased
consumption and distribution access and sectors where traditional banks do not lend are major reasons for the
switch from traditional banks to NBFCs.

55
 Present NBFC Classifications and Industry Structure

As of March 31, 2024, there were 9,327NBFCs registered with the RBI categorized as Asset Finance Companies,
Loan Companies, Infrastructure Finance Companies (IFCs), Systematically Important Core Investment
Company (NBFC – CIC – ND – SI), Infrastructure Debt Fund (NBFC – IDF) and Micro Finance Institutions
(NBFC – MFIs)

NBFC Engines of Growth as Growth Drivers

NBFCs have also been an integral cornerstone of key financing to MSMEs, and been driven by significant growth
in rural, small scale and unbanked sectors. Structural catalysts include a large vibrant start-up and entrepreneurial
ecosystem which has created NBFC demand and government policy initiatives such as Pradhan Mantri Yojana
and National Rural Financial plan further augmenting the industry. These include diversified financial needs of
Indian economy driven by growth in lending, credit, and vehicle financing. As a result of these growth drivers,
we see that NBFCs have seen bigger balance sheets & increasing public funds. Improved profitability ratios of
NBFCs have been observed for NBFC-ND-SIs across metrics for ROA, ROE and NIMs with impressive returns
Y-o-Y returns between 2019-2020. For NBFC-Ds the ROA has been relatively flat, ROE has declined while
NIMs improved Y-o-Y for 2019-2020.

Source: https://www.investindia.gov.in/team-india-blogs/importance-nbfcs-india

56
Source :https://www.investindia.gov.in/team-india-blogs/importance-nbfcs-india ;
https://m.rbi.org.in/scripts/BS_ViewBulletin.aspx?Id=21206#

Challenges in NBFC sector:

• Business is highly regulated, and it may be adversely affected by future regulatory changes.

• Financial performance is vulnerable to interest rate risk, as most of the funding is from banking channels.

• Greater competition from NBFCs/banks/fintech could impact growth in AUM and profits.

The Road Ahead

NBFC segments provides huge growth opportunities particularly after the development of last few years. We
have witnessed reasonable degree of consolidation in the NBFC sector. Liability side stress in the sector has
largely reduced in last couple of years led by focussed efforts from the regulators side. With the passing of the
second COVID wave, the outlook is brightening. During the year under review, the balance sheet of NBFCs
expanded at a faster rate than a year ago, driven essentially by growth in credit and investments of NBFCs-ND-
SI.

57
 OUR BUSINESS

Some of the information in this section, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. Before deciding to invest in the Equity Shares,
Shareholders should read this entire Draft Letter of Offer. An investment in the Equity Shares involves a high
degree of risk. For a discussion of certain risks in connection with investment in the Equity Shares, you should
read “Risk Factors” on page 21 of this Draft Letter of Offer , for a discussion of the risks and uncertainties
related to those statements, as well as “Restated Financial Information” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 64 and 82 respectively, for a discussion of
certain factors that may affect our business, financial condition or results of operations. Our actual results may
differ materially from those expressed in or implied by these forward-looking statements. Unless otherwise
stated, the financial information used in this section is derived from our Restated Financial Statements.

Overview

Our Company was originally incorporated in the name and style of “Upaasana Finance Private Limited” as a
Private Limited Company which was subsequently converted into a Public Limited Company under the
Companies Act, 1956 with the name and style “Upaasana Finance Limited” pursuant to a Fresh Certificate of
Incorporation granted by the. Registrar of Companies, TamilNadu at Chennai on June 15, 1988. There was name
change of the company to “Upasana Finance Limited” w.e.f. January 9, 1995. Later there was name change of
the company to “Aastamangalam Finance Limited” w.e.f. March 4, 2022.

Our Company is a non-deposit taking Non-Banking Financial Company (NBFC-ND) registered with RBI to
carry on the NBFC activities under Section 45IA of the Reserve Bank of India Act, 1934 with Registration
Number B-07-00421 dated 12/05/1999

Our Company has been promoted by Bhavika M Jain, Khushbu Mohan Kumar Jain, Rekha M Jain.

Our Business

Our Company is a non-banking finance company registered with the RBI non-deposit accepting non-banking
finance company (“NBFC”). The Company is currently carrying on the business of short term and long-term
financing to both corporate and non-corporate entities

Our Business Model

The Company is currently carrying on the business of short term and long-term financing to both corporate and
non-corporate entities.

Our Business Operations

(Amount in ₹Lakhs)

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

Audited
Total Income from operations 703.04 333.87 126.00
EBITDA 643.66 310.84 26.00
Profit after Tax 360.19 145.23 12.00
Equity Share Capital 890.98 427.80 427.80
Net worth 3768.28 2357.64 1409.80
Net Asset Value 42.49 55.11 32.95
Total Borrowings 40.22 36.14 Nil

58
Our Subsidiaries

We do not have any subsidiary.

Human Resources

We believe our employees are one of our most important assets and critical to maintaining our competitive
position in our industry. As on March 31, 2024, we had 3 full time employees. The following table sets forth a
bifurcation of the number of our employees as of March 31, 2024:

Sr. No. Description No. of Employees

1 Top Management 2
2 Corporate support staff (Accounts, Secretarial, office staff) 1
3 Others 0
Total 3

Competition

We operate in a highly competitive industry. We face competition from the full spectrum of public sector banks,
private sector banks (including foreign banks), financial institutions, captive finance affiliates of players in
various industries, small finance banks and other NBFCs who are active in SME, retail and individual lending.
Many of our competitors may have greater resources than we do, may be larger in terms of business volume and
may have significantly lower cost of funds compared to us. They may also have greater geographical reach, long-
standing partnerships and may offer their customers other forms of financing that we may not be able to provide.
Competition in our industry depends on, amongst others, the ongoing evolution of government and regulatory
policies, the entry of new participants and the extent to which there is consolidation among banks and financial
institutions in India.

Collaborations/Tie Ups/ Joint Ventures

As on date of this Draft Letter of Offer, we do not have any Collaboration/Tie Ups/ Joint Ventures.

Intellectual Property

We do not own any intellectual property. We do not have a logo and it is not registered.

Corporate Social Responsibility

We as a responsible corporate citizen are committed to take up different developmental projects, towards
improving the quality of lives of the underprivileged sections of the society and other stakeholders. We are not
required to constitute a Corporate Social Responsibility Committee as our Company does not fall within purview
of Section 135(1) of the Companies Act, 2013. We are also not required to formulate a policy on corporate social
responsibility.

Insurance

We do not have any insurance policy as on the date of this Draft Letter of Offer.

Leasehold Property

We have not entered into any formal agreement for utilization of premises where our registered office is currently
situated. The office premises are owned by Chief Executive Officer who have given a No Objection for the use
of the premises. The owners of such premises may demand that we vacate the Registered Office at any point in
time and in that event, the Company would need to arrange for alternate premises on an urgent basis at such rent
as may be applicable as per the market rate applicable upon happening of such event which may adversely affect
our profitability as additional expenditure would need to be incurred for the same.

There is no assurance that our Company will be able to enter into the lease agreements in a timely manner.
Further, there is no assurance that we will not face any disruption in our operations in case of such termination.

59
 OUR MANAGEMENT

Board of Directors

The composition of the Board is governed by the provisions of the Companies Act, 2013, the SEBI Listing
Regulations and the Articles of Association. In accordance with the Articles, unless otherwise determined by our
Company in general meeting, our Company shall not have more than 15 Directors. As at the date of this Draft
Letter of Offer, our Board comprises of 4 Directors, including two executive Directors and 2 non-executive
Independent Directors (including two women Directors).

The following table provides details regarding the Board of Directors of our Company as at the date of filing this
Draft Letter of Offer:

Name, address, designation, occupation, term, Age Other directorships

period of directorship, DIN and date of birth (in years)
Mrs Bhavika M Jain 43 Nil
DIN:07704015
Date of Birth: 05.07.1981
Designation: Non-Executive – Non-Independent
Director
Address: 51 Hunters Road, Choolai, Chennai
600112
Occupation: Business
Term: NA
Original Date of Appointment: 04/10/2017
Nationality: Indian
Mrs Khushbu Mohan Kumar Jain 40 Nil
DIN: 07704023
Date of Birth: 01.03.1984
Designation: Non-Executive – Non-Independent
Director
Address: 87/100, Kamdar Nagar, 3rd St,
Nungambakkam Chennai 600034
Occupation: Business
Term: NA
Original Date of Appointment: 04/10/2017
Nationality: Indian
Mrs Rekha M Jain 63 Nil
DIN: 07704034
Date of Birth: 19.10.1961
Designation: Non-Executive – Non-Independent
Director
Address: 51 Hunters Road, Choolai, Chennai
600112
Occupation: Business
Term: NA
Original Date of Appointment: 04/10/2017
Nationality: Indian

60
 Name, address, designation, occupation, term, Age Other directorships
period of directorship, DIN and date of birth (in years)
Mr Bharat Kumar Dughar 48 Nil
DIN: 07996160
Date of Birth: 12.10.1975
Designation: Non-Executive - Independent Director
Address: 7 Mahavir Colony, Evk Sampath Road,
Vepery, Chennai 600007
Occupation: Business
Term: 5 Years
Original Date of Appointment: 30/09/2022
Nationality: Indian

Mr Jadav Chand Jain Akash Jain 43 Nil

DIN:09688787
Date of Birth: 12.09.1979
Designation: Non-Executive - Independent Director
Address: 141/75 Angalamman, Koil Street, Choolai,
Chennai600012
Occupation: Business
Term: 5 years
Original Date of Appointment: 30/07/2022
Nationality: Indian

Confirmations

None of our Directors is or was a director of any listed company during the five years preceding the date of filing
of this Draft Letter of Offer, whose equity shares have been or were suspended from being traded on any stock
exchange, during the term of their directorship in such company.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock
exchange, during the term of their directorship in such company, in the last ten years immediately preceding the
date of filing of this Draft Letter of Offer.

Details of key management personnel and senior management personnel

S. No. Name of Key Management Personnel / Designation

Senior Management Personnel
Key Management Personnel
1. S Mohan Kumar Chief Executive Officer
2. S Mohan Kumar Chief Financial Officer
3. Binod Kumar Chowdhury Company Secretary& Compliance Officer

61
 ORGANISATION CHART

BOARD OF
DIRECTORS

Chief
Chief Financial Company General
Executive
Officer Secretary Manager
Officer

62
 SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

S. No. Particulars
1. Audited Financial Statements for the year ended March 31, 2024
2. Statement of Accounting Ratios
3. Capitalisation Statement
4. Management’s Discussion and Analysis Of Financial Condition And Results Of Operations

[The remainder of this page has been intentionally left blank]

63
 AASTAMANGALAM FINANCE LIMITED
(Formerly UPASANA FINANCE LIMITED)
Regd off: No. 51, Hunters Road, Choolai, Chennai - 600 112
Tel: 73053 19733; Email: upasana_shares@yahoo.com
CIN: L65191TN1985PLCO11503
BALANCE SHEET AS AT 31ST MARCH 2024
(All amounts are in Indian Rupees in Lakhs)

As on 31.03.2024 As on 31.03.2023
Particulars Note No.
Amount (Rs) Amount (Rs)
ASSETS
1) Financial Assets
a) Cash and cash equivalents 4 620 1,708
b) Bank Balance other than (a) above - -
c) Derivative financial instruments - -
d) Receivables 44 135
e) Advances -
f) Loans 5 7,385 4,213
g) Investments - -
h) Other Financial assets 6 4 -
2) Non-financial Assets
a) Inventories - -
b) Current tax assets (Net) - -
c) Deferred tax Assets (Net) - -
d) Investment Property - -
e) Biological assets other than bearer plants - -
f) Property, Plant and Equipment 7 3 5
g) Capital work-in-progress - -
h) Intangible assets under development - -
i) Goodwill - -
j) Other Intangible assets 8 0 0
k) Other non-financial assets - -
Total Assets 8,056 6,061
LIABILITIES AND EQUITY
LIABILITIES
1) Financial Liabilities
a) Derivative financial instruments - -
b) Payables - -
i) Trade Payables
ii) Other Payables
i) total outstanding dues of micro enterprises and small
enterprises - -
ii) total outstanding dues of creditors other than micro
enterprises and small enterprises 9 164 25
c) Debt Securities - -
d) Borrowings (Other than Debt Securities) 10 4,022 3,614
e) Deposits - -
f) Subordinated Liabilities - -
g) Other financial liabilities - -
2) Non-Financial Liabilities
a) Current tax liabilities (Net) 51 -
b) Provisions 45 27
c) Deferred tax liabilities (Net) - -
d) Other non-financial liabilities 11 6 37
EQUITY
a) Equity Share capital 12 891 428
b) Other Equity 13 2,877 1,930
Total Liabilities and Equity 8,056 6,061
The accompanying notes are an integral part of the Financial Statements As per Report attached of even date
For M/s. Venkat & Rangaa LLP
For and on behalf of the Board Chartered Accountants
For Aastamangalam Finance Limited FRN : 004597S

Bhavika M Jain Khusbhu M Jain S Mohan Kumar Monika Kedia T. Zameer

Director Director CEO & CFO Company Secretary Partner
DIN: 07704015 DIN: 07704023 Membership No. : 230441
Place: Chennai
Date: 21.05.2024

64
 AASTAMANGALAM FINANCE LIMITED
(Formerly UPASANA FINANCE LIMITED)
Regd off: No. 51, Hunters Road, Choolai, Chennai - 600 112
Tel: 73053 19733; Email: upasana_shares@yahoo.com
CIN: L65191TN1985PLCO11503
ST
STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 MARCH 2024
(All amounts are in Indian Rupees in Lakhs)

Note No. As on 31.03.2024 As on 31.03.2023

S.No Particulars
Amount (Rs) Amount (Rs)
Revenue From Operations
a) Interest Income 14 703 331
b) Others - 4
I Total Revenue from operations 703 335
II Other Income - 1
III Total Income (I+II) 703 336
Expenses
a) Finance Costs 15 160 118
b) Employee Benefit Expenses 16 8 6
c) Depreciation, amortization and impairment 7&8 2 2
d) Impairment of Loan Assets 8 (9)
d) Other Expenses 17 44 27
IV Total Expenses 222 144
Pre-Provisioning Operating
V 481 191
Profits
Statutory Provision on Debts 10 - -
Profit / (loss) before exceptional items and tax (III-IV) 481 191
VI Exceptional Items - -
VII Profit/(loss) before tax (V -VI ) 481 191
VIII Tax Expense
a) Current Year 121 46
b) Deferred Tax - -
IX
Profit / (loss) for the period from continuing operations(VII-VIII) 360 145

X Other Comprehensive Income

(A) (i) Items that will not be reclassified to profit or loss - -
(ii) Income tax relating to items that will not be reclassified to profit
or loss - -
Subtotal (A) - -
(B) (i) Items that will be reclassified to profit or loss - -
(ii) Income tax relating to items that will be reclassified to profit or
loss - -
Subtotal (B) - -
Other Comprehensive Income (A + B) - -
XI
Total Comprehensive Income for the period (IX+X) (Comprising 360 145
Profit (Loss) and other Comprehensive Income for the period)
XII Earnings per equity share (Face value of Rs.10 Each) Fully Paid up
a) Basic 4.04 3.39
b) Diluted 4.04 3.39
The accompanying notes are an integral part of the Financial Statements
For and on behalf of the Board As per Report attached of even date
For Aastamangalam Finance Limited For M/s. Venkat & Rangaa LLP
Chartered Accountants
FRN : 004597S

Bhavika M Jain Khusbhu M Jain S Mohan Kumar Monika Kedia T. Zameer

Director Director CEO & CFO Company Secretary Partner
DIN: 07704015 DIN: 07704023 Membership No. : 230441
Place: Chennai
Date: 21.05.2024

65
 AASTAMANGALAM FINANCE LIMITED
(Formerly UPASANA FINANCE LIMITED)
Regd off: No. 51, Hunters Road, Choolai, Chennai - 600 112
Tel: 73053 19733; Email: upasana_shares@yahoo.com
CIN: L65191TN1985PLCO11503

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2024
(All amounts are in Indian Rupees in Lakhs)

PARTICULARS Year ended March 31, 2024 Year ended March 31, 2023
A.CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before tax 481 191
Adjustments for:
Provision for doubtful debts 8 (9)
Interest Paid 160 118
Depreciation 2 2
Operating Profit before Extraordinary items & Working
651 301
Capital changes:
Adjustments For Changes in Working Capital :
Loans and Advances and other current assets (3,085) (2,899)
Other Current Liabilities and Provisions 169 (2,916) 46 (2,853)
(2,265) (2,551)
Less: Direct Taxes Provision 121 46
(a) (2,386) (a) (2,597)
B.CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (0) (7)

NET CASH FLOW FROM/(USED IN) INVESTING

ACTIVITIES (b) (0) (b) -

C. CASH FLOW FROM FINANCING ACTIVITIES: -

Loan taken from Directors (106) 3,614
Inter Corporate Deposits 514 -
Issue of Shares 463 -
Share Premium 1,390 -
Interest Paid (160) (118)
Share application money received/(utilized) (802) 802

NET CASH USED IN FINANCING ACTIVITIES (c) 1,298 (c) 4,298

NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS (a+b+c) (1,088) 1,701

Cash and cash equivalents at the beginning of the year 1,708 7

Cash and cash equivalents at the end of the year 620 1,708
Reconciliation of cash and cash equivalents as above (Also Refer Note No.4)
a) Cash in Hand 4 -
b) Cash at Bank 616 1,708

Total cash and bank balances equivalents as at end of the year 620 1,708
This is the cash flow statement referred to in our report of even date
For and on behalf of the Board As per our Report attached
For Aastamangalam Finance Limited For M/s. Venkat & Rangaa LLP
Chartered Accountants
FRN : 004597S

Bhavika M Jain Khusbhu M Jain S Mohan Kumar Monika Kedia T. Zameer

Director Director CEO & CFO Company Secretary Partner
DIN: 07704015 DIN: 07704023 Membership No. : 230441

Place: Chennai
Date: 21.05.2024

66
 AASTAMANGALAM FINANCE LIMITED
(Formerly UPASANA FINANCE LIMITED)
Regd off: No. 51, Hunters Road, Choolai, Chennai - 600 112
Tel: 73053 19733; Email: upasana_shares@yahoo.com
CIN: L65191TN1985PLCO11503

STATEMENT OF CHANGES IN EQUITY

for the year ended 31.03.2024

A. Equity Share Capital

(All amounts are in Indian Rupees in Lakhs)
Particulars Amount
Balance at 01.04.2022 427.80
Changes in equity share capital during the year
Balance at 31.03.2023 427.80
Changes in equity share capital during the year 463.18
Balance at 31.03.2024 890.98

B. Other Equity

Reserves and Surplus

Share application Capital
Statutory Capital Securities Retained Total
pending Redempion
Reserve Reserve Premium Earnings
allotment Reserve
Balance as on 01.04.2022 - 472 4 298 100 109 982
Changes in accounting policy
or prior period errors -
Reinstated balance as at
01.04.2022 - 472 4 298 100 109 982
Total Comprehensive Income
for the year 145 145
Dividends -

Transfer to retained earnings 116 116

Any other change 802 29 831
Balance as on 31.03.2023 802 501 4 298 100 225 1,930
Changes in accounting policy
or prior period errors -
Reinstated balance as at
01.04.2023 802 501 4 298 100 225 1,930
Total Comprehensive Income
for the year 360 360
Dividends -

Transfer to retained earnings 287 287

Any other change (802) 72 1,390 660
Balance as on 31.03.2024 0 573 4 1,688 100 512 2,877

(The remainder of this page has been intentionally left blank)

67
"Notes to financial statements for the period ended March 31, 2024
(All amounts are in Indian Rupees in Lakhs)"

1. CORPORATE INFORMATION

Aastamangalam Finance Limited (Formerly known as Upasana Finance Limited) is a company limited by shares,
incorporated on 25.01.1985 and domiciled in India. The Company is engaged in the business of Lending. The
Company has its registered office located at No. 51, Hunters Road, Choolai, Chennai 600112.

The company is a Non-Deposit taking Non-Banking Financial Company (NBFC) registered with the Reserve
Bank of India with effect from 2nd February 2007, with Registration No. B-07-00421. The Company is classified
as NBFC - Loan Company.

2. BASIC OF PREPARATION AND PRESENTATION

The financial statements have been prepared as a going concern in accordance with the Indian Accounting
Standard (‘Ind AS’), notified under section 133 of the Companies Act,2013 read together with Rule 3 of the
Companies (Indian Accounting Standards) Rules,2015 and Companies (Indian Accounting Standards)
amendments Rules,2016 issued by the Ministry of Corporate Affairs (MCA). The company uses accrual basis of
accounting except in case of significant uncertainities.

The Company presents its Balance Sheet in order of liquidity.

The Company generally reports financial assets and financial liabilities on a gross basis in the Balance Sheet.
They are offset and reported net only when Ind AS specifically permits the same or it has an unconditional legally
enforceable right to offset the recognised amounts without being contingent on a future event. Similarly, the
Company offsets incomes and expenses and reports the same on a net basis when permitted by Ind AS specifically
unless they are material in nature.

3. SIGNIFICANT ACCOUNTING POLICIES

a) Cash & Cash Equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short term balances (with an
original maturity of three months or less from the date of acquisition) and highly liquid investments that are readily
convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

b) Cash flow statement

Cash flows are reported using the indirect method, whereby net profit after tax is adjusted for the effects of
transactions of non-cash nature, tax and any deferrals or accruals of past or future cash receipts or payments. The
cash flows are prepared for the operating, investing and financing activities of the Company.

c) Property plant and equipment (PPE)

The property plant and equipment are the assets held for the use in the supply of services
Property, plant and equipment’s are stated in the balance sheet at cost (net of duty/ tax credit availed) less
accumulated depreciation and accumulated impairment losses.
Cost of acquisition is inclusive of freight, non-refundable duties & taxes and other directly attributable cost of
bringing the asset to its working condition for the intended use.

Depreciation is recognised to write off the cost of assets less their residual values over their useful lives, using the
Straight line method. The estimated useful lives, residual values and depreciation method are reviewed at the end
of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

d) Intangible assets
Intangible assets are identified non-monetary assets without physical existence.
Intangible assets with finite useful lives that are acquired separately are capitalized and carried at cost less
accumulated amortisation and accumulated impairment losses.

Intangible assets are recognized in books only when it is probable that future economic benefits associated with
the asset will flow to the company and the cost can be measured reliably.
The cost of the intangible asset shall include the purchase price, including non-refundable duties and taxes, all the
directly attributable costs to bring the intangible to the present location, working condition and intended use.

68
Intangible assets represent Computer software whose cost is amortized over their expected useful life 2 to 5 years
on a straight-line basis.

The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect
of any changes in estimate being accounted for on a prospective basis.

Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount.
Recoverable amount is the higher of an assets net selling price and the present value of estimated future cash flows
expected to arise from the continuing use of the asset and from its disposal at the end of its useful life.

e) Impairment of tangible and intangible assets

"At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the
Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a
reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a
reasonable and consistent allocation
basis can be identified."

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable
amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pretax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash
flows have not been adjusted. If the recoverable amount of an asset (or cashgenerating unit) is estimated to be less
than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable
amount. An impairment loss is recognised immediately in profit or loss. When an impairment loss subsequently
reverses, the carrying amount of the asset (or a cashgenerating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would
have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior
years. A reversal of an impairment loss is recognised immediately in profit or loss.

f) Revenue recognition
As per Ind AS 109, Financial Instruments, Interest income is recognised on a time proportion basis taking into
account the amount outstanding and the applicable interest rate.

g) "Financial instruments"
A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity. Financial assets and financial liabilities are recognized when the Company
becomes a party to the contractual provisions of the relevant instrument and are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted
from the fair value of the financial assets or financial liabilities at fair value through profit or loss are recognized
immediately in profit or loss.

Financial Asset
(i) Financial assets comprise of investments in Equity, Trade Receivables, Cash and Cash Equivalents and Other
Financial Assets.

(ii) Depending on the business model (i.e) nature of transactions for managing those financial assets and its
contractual cash flow characteristics, the financial assets are initially measured at fair value and subsequently
measured and classified at:
a) Amortized cost; or
b) Fair value through Other Comprehensive Income (FVTOCI); or
c) Fair value through Profit or Loss (FVTPL)
d) Amortized cost represents carrying amount on initial recognition at fair value plus or minus transaction cost."

(iii) The Company classifies its financial assets for measurement as below:-

69
 BASIS OF MEASUREMENT FINANCIAL ASSETS

Amortized Cost Trade receivables, Loan and advances given to

employees and related parties, deposits and other
advances recoverable in cash or kind.

FVTOCI Investment in Equity instruments

(iv) The company derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset
to another party. On derecognition of a financial asset or part thereof, the difference between the carrying amount
measured at the date of recognition and the consideration received including any new asset obtained less any new
liability assumed shall be recognized in the statement of profit and Loss.
(v) The company assesses at each balance sheet date whether the financial asset or group of financial assets is
impaired. IND AS 109 requires expected credit losses to be measured through a loss allowance. The company
recognizes lifetime expected losses for trade receivables that do not constitute a financing transaction. For all
other financial assets, expected credit losses are measured at an amount equal to 12 month expected credit losses
or at an amount equal to lifetime expected losses, if the credit risk on the financial asset has increased significantly
since initial recognition.

h) Financial liabilities and equity instruments

Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument."

Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by a Company entity are recognised at the proceeds received, net of
direct issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or
loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity
instruments.

Financial Liability
Financial liabilities comprise of Borrowings from Banks, Trade payables, Derivative financial instruments,
financial guarantee obligation and other financial liabilities.
(i) All financial liabilities are subsequently measured at amortised cost using the effective interest method or at
FVTPL.
(ii) Financial liabilities are derecognised when and only when it is extinguished (i.e) when the obligation specified
in the contract is discharged or cancelled or expired.
(iii) Upon de-recognition of its financial liabilities or part thereof, the difference between the carrying amount of
a financial liability that has been extinguished or transferred to another party and the consideration paid including
any non-cash assets transferred or liabilities assumed is recognized in the Statement of Profit and Loss.

i) Employee benefit
Short term employee benefits for services rendered by employees are recognised during the period when the
services are rendered.

j) Segment Reporting
The Company is engaged in only one business of Financial Activities. Accordingly there are no separate reportable
segments according to Ind AS 108 ‘Operating Segments' issued under the Companies (Accounting Standards)
Rules, 2006.

k) Leases
Ind AS 116 ‘Leases’ replaces Ind AS 17 – Leases and related interpretation and guidance. However,
The Company has not entered into any Lease Agreements and hence this is not applicable.

70
l) Earnings per share
The basic earnings per share has been computed by dividing the net income attributable to equity shareholders by
weighted average number of shares outstanding during the year / period.

The diluted earnings per share have been computed using weighted average number of shares adjusted for effects
of all potentially dilutive equity shares.

m) Taxation
Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates
to a business combination, or items recognised directly in equity or in OCI.

Current tax: Current tax is measured at the amount expected to be paid in respect of taxable income for the year
in accordance with the Income Tax Act, 1961. Current tax comprises the tax payable on the taxable income or
loss for the year and any adjustment to the tax payable in respect of previous years. It is measured using tax rates
enacted at the reporting date.

n) Provisions, contingent liabilities and contingent assets

Provisions are recognised only when the company has a present obligation (legal or constructive) as a result of
past events, and it is probable that it is required to settle the obligation, and a reliable estimate can be made of the
amount of obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the obligation at
the reporting date, considering the risk and uncertainties surrounding the obligation.

Contingent liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past
events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more future
uncertain events not wholly within the control of the Company (or)

There is a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made.

4. CASH AND CASH EQUIVALENTS

Particulars 31.03.2024 31.03.2023

(a) Cash on Hand 4 -
(b) Cash at Bank 616 1,708
620 1,708

71
5. LOANS
31.03.2024 31.03.2023
At Fair Value At Fair Value
Through Designated at Designated at
Through Amortised Through Other
Amortised Cost Other far value Subtotal Total Through far value Subtotal Total
profit or Cost Comprehensive
Comprehensi through profit profit or loss through profit
loss or loss Income
ve Income or loss
(1) (2) (3) (4) (5=2+3+4) (6=1+5) (7) (8) (9) (10) (11=8+9+10) (12=7+11)
Loans
A)
i) Bills Purchased and Bills
Discounted - - - - - - - - - - - -
ii) Loans repayable on demand 7,385 - - - - 7,385 4,213 - - - - 4,213
iii) Term Loans - - - - - - - - - - - -
iv) Leasing - - - - - - - - - - - -
v) Factoring - - - - - - - - - - - -
vi) Others - - - - - - - - - - - -
Total (A) Gross 7,385 - - - - 7,385 4,213 - - - - 4,213
Less: Impairment Loss Allowance - - - - - - - - - - - -
Total (A) Net 7,385 - - - - 7,385 4,213 - - - - 4,213

B)
i) Secured by Tangible assets 25 - - - - 25 25 - - - - 25
ii) Secured by Intangible assets - - - - - - - - - - - -
iii) Covered by Bank/Govt
Guarantees - - - - - - - - - - - -
iv) Unsecured 7,360 - 7,360 4,188 - - - - 4,188
Total (B) Gross 7,385 - - - - 7,385 4,213 - - - - 4,213
Less: Impairment Loss Allowance - - - - - - - - - - - -
Total (B) Net 7,385 - - - - 7,385 4,213 - - - - 4,213
(C ) (I) Loans in India - - - - - - - - - - - -
i) Public Sector - - - - - - 250 - - - - 250
ii) Others 7,385 - - - 7,385 3,963 - - - - 3,963
Total (C) (I) Gross 7,385 - - - - 7,385 4,213 - - - - 4,213
Less: Impairment Loss Allowance - - - - - - - - - - - -
Total (C) (I) Net 7,385 - - - - 7,385 4,213 - - - - 4,213
(C ) (II) Loans outside India - - - - - - - - - - - -
Less: Impairment Loss Allowance - - - - - - - - - - - -
Total (C) (II) Net - - - - - - - - - - - -
Total (C) (I) & (II) 7,385 - - - - 7,385 4,213 - - - - 4,213

6. OTHER FINANCIAL ASSETS

Particulars 31.03.2024 31.03.2023
Rental Advance 4 -
4 -

7. PROPERTY, PLANT AND EQUIPMENT

Computer & Furniture & Plant &

Particulars TOTAL
Pheripherals Fixtures Machinery
Gross Carrying Value
Balance at 1st April 2022 5 3 1 8
Additions during the year - - - -
Disposals during the year - - - -
Balance at 31st March 2023 5 3 1 8
Additions during the year - - - -
Disposals during the year - - - -
Balance at 31st March 2024 5 3 1 8
Depreciation Block
Balance at 1st April 2022 1 0 0 3
Depreciation expense 1 0 0 2
Elimination on Disposal of assets - - - -
Balance at 31st March 2023 2 1 1 3
Depreciation expense 1 0 0 2
Elimination on Disposal of assets - - - -
Balance at 31st March 2024 4 1 1 5
Net Carrying Value at 31st March 2024 1 2 0 3
Net Carrying Value at 31st March 2023 2 2 1 5

72
8. OTHER INTANGIBLE ASSETS

Particulars Software TOTAL

Gross Carrying Value
Balance at 1st April 2022 0 0
Additions during the year - -
Disposals during the year - -
Balance at 31st March 2023 0 0
Additions during the year - -
Disposals during the year - -
Balance at 31st March 2024 0 0
Depreciation Block
Balance at 1st April 2022 0 0
Depreciation expense 0 0
Elimination on Disposal of assets - -
Balance at 31st March 2023 0 0
Depreciation expense 0 0
Elimination on Disposal of assets - -
Balance at 31st March 2024 0 0
Net Carrying Value at 31st March 2024 0 0
Net Carrying Value at 31st March 2023 0 0

9. TRADE PAYABLES

Trade Payables Ageing Schedule as on 31.03.2024

Particulars Outstanding for the periods from the due date of payment
Less than 6 6 Months - More than 3 Total
1-2 Years 2-3 Years
Months 1 Year Years
(i) MSME -
(ii) Others 164 - - 164
(iv) Disputed Dues - MSME -
(iv) Disputed Dues - Others -
164 - - - - 164

Trade Payables Ageing Schedule as on 31.03.2023

Particulars Outstanding for the periods from the due date of payment
Less than 6 6 Months - More than 3 Total
1-2 Years 2-3 Years
Months 1 Year Years
(i) MSME -
(ii) Others 25 25
(iv) Disputed Dues - MSME -
(iv) Disputed Dues - Others -
25 - - - - 25

73
10. FINANCIAL LIABILITIES - BORROWINGS

Particulars 31.03.2024 31.03.2023

Loans from directors 4,022 3,614
4,022 3,614

11. NON-FINANCIAL LIABILITIES - PROVISIONS

Particulars 31.03.2024 31.03.2023

Statutory Provision on Loan Assets 6 37
6 37

12. SHARE CAPITAL

PARTICULARS 31.03.2024 31.03.2023

(a) AUTHORISED:
5 Lakhs Cummulative Redeemable Pref.Shares of Rs. 100 each 500 500
100 Lakhs Equity Shares of Rs.10 each 1,000 1,000
1,500 1,500
(b) ISSUED, SUBSCRIBED AND PAID UP
42,78,000 Equity Shares of Rs.10 each - 428
89,09,750 Equity Shares of Rs.10 each 891 -

(c) Reconciliation of Shares

31.03.2024 31.03.2023
No. of Shares Amount (Rs) No. of Shares Amount (Rs)
Opening Share Capital 42,78,000 428 42,78,000 428
Add: Shares issued During the year 46,31,750 463 - -
Total 89,09,750 891 42,78,000 428
Less: Buy back of Shares - - - -
Closing Share Capital 89,09,750 891 42,78,000 428

(d) Shareholders holding more than 5% of Shares

Particulars 31.03.2024 31.03.2023
Name of Shareholders Number of Percentage Number of Percentage
Shares holding Shares holding
Bhavika M Jain, Chennai 12,43,785 13.96% 10,23,785 23.93%
Khusbu Mohan Kumar Jain, Chennai 12,15,000 13.64% 9,95,000 23.26%
Subtotal 24,58,785 27.60% 20,18,785 47.19%
Total no.of shares of the Company 89,09,750 100% 42,78,000 100%

13. RESERVES AND SURPLUS

Particulars 31.03.2024 31.03.2023

Statutory Reserve 573 501
Capital Reserve 4 4
Securities Reserve 1,688 298
Capital Redemption Reserve 100 100
Retained Earnings 512 225
Total Reserves and Surplus 2,877 1,128

74
14. FINANCE INCOME

Particulars 31.03.2024 31.03.2023

Income from Operations 698 331
Other Operating Income 5 0
703 331

15. FINANCIAL CHARGES

Particulars 31.03.2024 31.03.2023

Bank Charges 0 0
Interest on IT 0 0
Interest on Loan 160 118
160 118

16. EMPLOYEE BENEFIT EXPENSES

Particulars 31.03.2024 31.03.2023
Salary, Bonus & Other Allowances 8 6
Staff Welfare 1 0
8 6

17. OTHER EXPENSES

Particulars 31.03.2024 31.03.2023

Statutory Audit Fees 1 2
Internal Audit Fees - 2
Legal & Professional Fees 17 11
Advertisement 0 0
BSE, TDS & ROC Filing Fee 11 -
Data uploading charges - 0
Donation - 5
E - Voting charges - 0
Interest on Income Tax 4 -
Listing Fees 4 4
Membership Fee 0 0
Office Expenses 0 0
Postage, Telegram, & Telex Charges 1 0
Power & Fuel 0 0
Printing & Stationery 0 0
Rent 3 1
Travelling, Conveyance & Vehicle Maintenance 0 0
Repairs and Maintenance - 0
Website Maintenance - 0
44 27

75
18. DISCLOSURE ON CLASSIFICATION OF THE LOANS AND ADVANCES BASED ON INCOME
RECOGNITION AND PERFORMING AND NON PERFORMING ASSETS

Loss
Gross Allowances Difference
Provisions
Assets Carrying (Provisions) between Ind AS
Net Carrying required as per
Assets Classification as per RBI Classificati amount as as required 109 provisions
amount as on IRACP norms as
Norms on as per per Ind AS under Ind AS and IRACP
March 31, 2023 on March 31,
Ind AS 109 on March 109 as on norms as on
2023
31, 2023 March 31, March 31, 2023
2023
(1) (2) (3) (4) (5)=(3)-(4) (6) (7)=(4)-(6)

Performing Assets
Standard Stage 1 4,079 - 4,079 10 (10)
Stage 2
Sub Total of Performing Assets 4,079 - 4,079 10 (10)

Non Performing Assets (NPA)

Substandard Stage 3 270 - 270 27 (27)
Doubtful - upto 1 year Stage 3
1 - 3 Years Stage 3
more than 3 years Stage 3

Sub Total of NPAs 270 - 270 27 (27)

Total 4,349 - 4,349 37 (37)

Loss
Gross Allowances Difference
Provisions
Assets Carrying (Provisions)as between Ind AS
Net Carrying required as per
Assets Classification as per RBI Classificati amount as required 109 provisions
amount as on IRACP norms as
Norms on as per per Ind As under Ind As and IRACP
March 31, 2024 on March 31,
Ind AS 109 on March 109 as on norms as on
2024
31, 2024* March 31, March 31, 2024
2024
(1) (2) (3) (4) (5)=(3)-(4) (6) (7)=(4)-(6)

Performing Assets
Standard Stage 1 7,115 - 7,115 18 (18)
Stage 2
Sub Total of Performing Assets 7,115 - 7,115 18 (18)

Non Performing Assets (NPA)

Substandard Stage 3 270 - 270 27 (27)
Doubtful - upto 1 year Stage 3
1 - 3 Years Stage 3
more than 3 years Stage 3

Sub Total of NPAs 270 - 270 27 (27)

Total 7,385 - 7,385 45 (45)

76
19. CONTINGENT LIABILITIES AND COMMITMENTS

Particulars 31.03.2024 31.03.2023

Contingent Liabilites:
Claims against the company not acknowledged as debts 7 7

20. SEGMENT INFORMATION

The Company is engaged in only one business of Financial Activities. Accordingly there are no separate reportable
segments according to Ind AS 108 ‘Operating Segments' issued under the Companies (Accounting Standards) Rules,
2006.

21. RELATED PARTY DISCLOSURES

a) Directors
Bhavika M Jain (DIN: 07704015)
Khushbu Mohan Kumar Jain (DIN: 07704023)
Rekha M Jain (DIN: 07704034)
Jadav Chand Jain Akash Jain (DIN: 09688787)
Bharat Dughar (DIN: 07996160)
b) Key Managerial Personnel
S Mohankumar - Chief Executive Officer & Chief Financial Officer
Monika Kedia - Company Secretary
Related party disclosures as required by Ind AS 24 issued by the Institute of Chartered Accountants of India, are
given below:
Name of Key Managerial Person Nature of Transaction 31.03.2024 31.03.2023
S Gokul Raja Remuneration - 2.53
Ms. Monika Kedia Remuneration 1.50 -

Outstanding Balances
Name of Directors Nature of Transaction 31.03.2024 31.03.2023
Bhavika M Jain Loan 3,000 3,090
Khushbu M Jain Loan 500 516
Rekha N Jain Loan 8 8

22. SIGNIFICANT FINANCIAL RATIOS

Ratio 31.03.2024 31.03.2023 Numerator Denominator Comments/Reason for the Variance

Increase in Loan Assets backed by
(1) Current Ratio 2.50 223.23 Current Assets Current Liabilities
Debt
Increase in debt to increase for
(2) Debt Equity Ratio 1.07 1.53 Total Debt Total Equity
Investment in Operations
(3) Debt Service Coverage 3.93 2.62 Operating Debt Service Increase in debt to increase for
Ratio Income Charges Investment in Operations
Shareholder's
(4) Return on Equity Ratio 0.09 0.06 Net Income Increase in Operations
Equity
(5) Inventory turnover ratio - - Sold Avg Inventory Not Applicable
ratio - - Sales Avg Receivables Not Applicable
ratio - - Purchases Avg Payables Not Applicable
(8) Net Capital Turnover Ratio - - Sales Capital Employed Not Applicable
(9) Net Profit Ratio 0.68 0.57 Net Profit Revenue Increase in Operations
(10) Return on Capital
0.08 0.05 EBIT Capital Employed Increase in Operations
Employed

(11) Return on Investment 0.05 0.02 Net Income Amount Invested Increase in Operations

77
23. DISCLOSURE REQUIREMENTS AS NOTIFIED BY MCA PURSUANT TO AMENDED SCHEDULE III
Nothing to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
(c) Registration of charges or satisfaction with Registrar of Companies
(d) Relating to borrowed funds:
(i) Wilful defaulter
(ii) Utilisation of borrowed funds & share premium
(e) Loans to Related Parties
(f) Investments/advances through intermediaries
(g) Effect of scheme of arrangement
(h) Compliance with number of layers
(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with understanding that intermediary shall -
(i) Directly to indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries); or
(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(j) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding party)
with the understanding (Whether recorded in writing or otherwise) that the Company shall -
(i) Directly to indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the funded party (Ultimate Beneficiaries); or
(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(k) Transactions with Struck off Companies
(l) Undisclosed Income

24. Previous year figures have been regrouped/rearranged wherever necessary.

For and on behalf of the Board As per Report attached of even date
For Aastamangalam Finance Limited For M/s. Venkat & Rangaa LLP
Chartered Accountants
FRN : 004597S
Bhavika M Jain Khusbhu M Jain
Director Director
DIN: 07704015 DIN: 07704023
T. Zameer
Partner
Membership No. : 230441
S Mohan Kumar Monika Kedia
CEO & CFO Company Secretary

Place: Chennai
Date: 21.05.2024

78
 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT

Accounting Ratios

The following tables present certain accounting and other ratios computed on the basis of amounts derived from
the Audited Consolidated Financial Statements included in “Financial Statements” on page 64:

Particulars As at and for the year ended March 31, 2024

Basic EPS (₹) 4.04
Diluted EPS (₹) 4.04
Return on Net Worth (%) 9.79
Net Asset Value per Equity Share (₹) 42.29
EBITDA (₹ Lakhs) 643.66

The formulae used in the computation of the above ratios are as follows:

Basic EPS Profit and loss attributable to Equity shareholders of Company / Weighted average
number of Equity shares outstanding at the end of the period
Diluted EPS Profit and loss attributable to Equity shareholders of Company / Weighted average
number of Equity shares outstanding at the end of the period as adjusted for treasury
shares and for the effects of all dilutive potential equity shares
Return on Net Profit/(loss) after tax for the period as presented in the consolidated statement of profit
Worth and loss in the Financial Statements / Net Worth
Net Worth Net worth means the aggregate value of the paid-up share capital and all reserves created
out of the profits and securities premium account and debit or credit balance of profit and
loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance
sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation
Net Asset Value Net Worth / Number of Equity Shares subscribed and fully paid outstanding as at the end
per Equity Share of March 31, 2023
EBITDA Profit/(loss) after tax for the period adjusted for income tax expense, finance costs,
depreciation and amortisation expense, exceptional items, other income as presented in
the Audited Consolidated Financial Statements

79
 Statement of Capitalization
(In ₹ Lakhs)
Particulars Pre-Issue as at As adjusted for
March 31, the issue (Post
2024 Issue) *
Borrowings:
Current borrowings A 40.22 [●]
Non-current borrowings B Nil [●]
Total borrowings C=A+B 40.22 [●]
Shareholder's fund (Net worth)
Share Capital D 890.98 [●]
Other Equity^ E 2877.30 [●]
Total shareholder's fund (Net worth) F=D+E 3768.28 [●]
Non-current borrowing's/shareholder's fund (Net B/F Nil [●]
worth) ratio
Total borrowings /shareholders’ funds (Net worth) C/F 1.07 [●]
ratio
*To be updated in the Letter of Offer
^excludes non-controlling interest

Notes:

1. Non-current borrowings are considered as borrowings other than short term borrowings and include
current maturities of long-term borrowings.
2. The amounts disclosed above are based on the unaudited Financial Statements of the Company for the
quarter ended March 31, 2024

80
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following is intended to convey our management’s perspective of our financial condition and operating
performance as at and for the financial years ended March 31, 2024, and March 31, 2023, and should be read
in conjunction with our Audited Consolidated Financial Statements and our June Financial Results, including
the respective notes thereto, and the related auditors’ reports thereon, included in “Financial Statements” on
page 64. Unless otherwise stated, the financial information used in this section has been derived from our
Audited Consolidated Financial Statements and our June Financial Results.
Our Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and references to
a particular Fiscal are to the 12 months ended March 31 of that particular year. In this Letter of Offer, unless
specified otherwise, any reference to the “the Company” or “our Company” refers to Aastamangalam Finance
Limited, on a standalone basis, and a reference to “we”, “us” or “our” is a reference to our Company together
with our Subsidiaries, on a consolidated basis.
This discussion contains forward-looking statements and reflects our current views with respect to future events
and financial performance. Actual results may differ materially from those anticipated in these forward-looking
statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such
forward-looking statements. Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in “Risk Factors” and “Our Business” on pages 21 and 58, respectively, which
discuss a number of factors and contingencies that could affect our financial condition and results of operations.
Also see “Forward Looking Statements” on page 17.
BUSINESS OVERVIEW
Our Company is a non-banking finance company registered with the RBI non systemically important non-deposit
accepting non-banking finance company (“NBFC”) that provides loans against property for the purpose of home
construction/purchase and MSME finance. We are currently operating in a 200-kilometer radius of Jaipur city
with plans to expand to other parts of the state in the near future.

Our Business Model

Aastamangalam Finance extends Loan Against Property for the purposes of home construction, home extension
/ improvement and MSME finance against the borrowers’ primary residence. The company works only with
registered title deeds, providing funding at an average interest rate of 20%. The loans vary from 2-10 lacs, tenure
of 3-7 years and do not exceed 40% of the market value of the pledged collateral.

Manpower

We believe that our ability to maintain our growth depends to a large extent on our strength in attracting, training,
motivating and retaining employees. As on March 31, 2024, we have 3 employees.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including
those discussed in the section titled ‘Risk Factors’ on page 21 of this Draft Letter of Offer. The following is a
discussion of certain factors that have had, and we expect will continue to have, a significant effect on our
financial condition and results of operations:

 adverse changes in central or state government policies

 trends in the NBFC Sector;
 adverse development that may affect our operations
 performance of our key clients;
 adverse effect of competition on our market share and profits;
 any qualifications or other observations made by our future statutory auditors which may affect our
results of operations;
 changes in technology and our ability to manage any disruption or failure of our technology systems;
 our ability to:
o manage our growth effectively;
o manage our credit risk;
o manage our quality of services;

81
 o hire and retain senior management personnel and other skilled manpower;
o manage cost of compliance with labor laws or other regulatory developments;
o manage our operating costs;
o manage breakdown or failure of equipment, power supply or processes, natural disasters and
accidents;
o successfully implement our business strategies and expansion plans;
o maintain effective internal controls;
 Our ability to attract and retain qualified personnel;
 changes in general, political, social and economic conditions in India and elsewhere;
 general levels of GDP growth, and growth in employment and personal disposable income; and
 economic uncertainties, fiscal crises or instability in India

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to the periods presented in the Financial Statements. For
details of our significant accounting policies, please refer section titled “Financial Information” on page 64 of
this Draft Letter of Offer.

CHANGE IN ACCOUNTING POLICIES IN PREVIOUS 3 YEARS

Except as mentioned in the Notes to the Accounts in the chapter “Financial Information” on page 64 of this Draft
Letter of Offer has been no change in accounting policies in last 3 years.

RESERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS

There are no reservations, qualifications or adverse remarks mentioned in the audit report for the year ended
March 31, 2024.

RESULTS OF OPERATIONS

The following table sets out selected data from the Financial Statements for Financial Year 2024 and Financial
Year 2023, together with the percentage that each line item represents of our total revenue for the periods
presented.
(₹ in Lakhs)
FY 2024 FY 2023

Particulars % of total ₹ in % of total

₹ in Lakhs
income Lakhs income

Income
Revenue from operations 703.04 100.00 333.87 99.64
Other Income - - 1.20 0.36
Total Income 703.04 100.00 335.07 100.00
Expenses
Finance Cost 160.38 22.81 118.00 35.22
Employee Benefit Expenses 8.16 1.16 6.48 1.93
Depreciation and amortization expense 1.94 0.28 1.95 0.58
Impairment on Fixed Assets 7.70 1.10 (9.48) (2.83)
Other Expenses 43.52 6.19 27.24 8.13
Total Expenses 221.70 31.53 144.18 43.03
Profit / (Loss) before exceptional items and
481.34 68.47 190.89 56.97
Tax
Exceptional Items - - - -
Profit /(Loss) before tax 481.34 68.47 190.89 56.97

82
 FY 2024 FY 2023

Particulars % of total ₹ in % of total

₹ in Lakhs
income Lakhs income

Tax Expense
Current Tax 121.15 17.23 45.66 13.63
Deferred Tax - - - -
Prior Period Tax Adjustments - - - -
Profit / (Loss) After Tax 360.19 51.24 145.23 43.34
Other Comprehensive Income/(Loss) - - - -
Total Comprehensive Income /(Loss)for 360.19 51.24 145.23 43.34
the Year
Earnings per Share (Basic) (in Rs.) 4.04 - 3.39 -

Earnings per Share (Diluted) (in Rs) 4.04 - 3.39 -

Total income

Revenue from operations

Our revenue from operations comprises of income from Interest Income, net gain on fair value change and other
operating revenue.

Other Income

Other income comprises of interest from reversal of expected credit loss and sundry balance written back amount

Expenses

Our expenses consist of employee benefit expense, depreciation and amortisation expenses, impairment on fixed
assets and other expenses.

Employee benefit expenses

Employee benefit expense consists of salaries, wages, bonus, contribution to provident and other funds and other
staff welfare expenses.

Depreciation and amortisation expenses

Depreciation and amortization expenses consist of depreciation on tangible and intangible assets owned by our
company.

Impairment on fixed assets

Impairment consists of impairment on loan assets.

Other expenses

Other expenses include advertisement expenses, business development expenses, bank charges, communication
costs, Directors’ sitting fees, donations, depository charges, electricity charges, legal and professional fees, loss
on sale of assets, membership and subscription, miscellaneous expenses, payment to auditors, postage and
courier, printing and stationery, rates and taxes, repairs and maintenance, travelling and conveyance expenses
and JCB Hire charges.

Tax expenses

83
Tax expense comprises of current tax and deferred tax. Current tax is the amount of tax payable on the taxable
income for the year as determined in accordance with applicable tax rates and the provisions of applicable tax
laws. Deferred tax liability or credit is recognized based on the difference between taxable profit and book profit
due to the effect of timing differences and treatment of expenses. Our deferred tax is measured based on the
applicable tax rates and tax laws that have been enacted or substantively enacted by the relevant balance sheet
date.

Comparison of Historical Results of Operations

Financial Year 2024 compared to Financial Year 2023

Total Revenue

The total revenue for financial year ended March 31, 2024, has increased from ₹ 335.07 Lakhs during the
financial year ended March 31, 2023, to ₹ 703.04 lakhs, an increase of Rs. 367.97 lacs or 109.82. This increase
was due to increase in interest income.

Revenue from operations

Our revenue from operations has increased from ₹333.87 lakhs during the financial year ended March 31, 2023,
to ₹ 703.04 lakhs in financial year ended March 31, 2024, an increase of ₹ 369.17 lakhs or 110.57%. This was
mainly due to an increase in interest income during the financial year ended March 31, 2024, as compared to the
previous year.

Other income

Other income decreased from ₹1.20 lakhs to Nil, a decrease of ₹1.20 lakhs or 100%.

Expenses

Out total expenses increased from ₹144.18 lakhs for the financial year ended March 31, 2023, to ₹ 221.70 lakhs
for the financial year ended March 31, 2024, which was an increase of ₹ 77.52 lakhs or 53.77%. This was due
to an increase in interest cost, employee benefit expenses and other expenses.

Finance Cost

Finance Cost for the year ended March 31, 2024, was ₹ 118.00 lakhs compared to ₹ 160.38 lakhs for the year
ended March 31, 2023. This was an increase of ₹ 42.38 lakhs or 35.92% over the previous year. This was due to
a increase in employee benefit expenses.

Employee benefit expenses

Employee benefits expense for the year ended March 31, 2024, was ₹ 6.48 lakhs compared to ₹ 8.16 lakhs for
the year ended March 31, 2023. This was an increase of ₹ 1.68 lakhs or 25.93% over the previous year. This was
due to a increase in employee benefit expenses.

Depreciation and Amortisation Expense

Depreciation and amortization expense for the year ended March 31, 2024, was ₹.1.95 lakhs as compared to ₹
1.94 lakhs for the year ended March 31, 2023, a marginal decrease of ₹ 0.01 lakhs or 0.51% due to no addition
of any fixed assets.

Impairment of Fixed Assets

Impairment of Fixed Assets for the year ended March 31, 2024, was ₹ (9.48) lakhs as compared to ₹ 7.70 lakhs
for the year ended March 31, 2023, an increase of ₹ 17.18 lakhs or 181.22%.

Other expenses

Other expenses for the year ended March 31, 2024, was ₹ 27.24 lakhs as compared to ₹ 43.52 lakhs for the year

84
ended March 31, 2023, an increase of ₹16.28 lakhs or 59.77% over the previous year. This was due to increase
in overhead cost and increase in operations.

Profit/(Loss) before Tax

The profit before tax for the year ended March 31, 2024, was ₹ 190.89 lakhs as compared to ₹ 481.34 lakhs for
the year ended March 31, 2023, an increase of ₹ 290.45 lakhs or 152.16%. This was due to economies of scale.

Taxation

Total tax expense for the year ended March 31, 2024, was ₹ 45.66 lakhs as compared to ₹ 121.15 lakhs for the
year ended March 31, 2023.

Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year for the year ended March 31, 2024, of ₹
145.23 lakhs as compared to ₹ 360.19 lakh for the financial year ended March 31, 2023.

CASH FLOWS

The following table sets forth certain information relating to our cash flows:
(₹ in Lakhs)
Particulars March 31, March 31,
2024 2023
Net Cash Flow from/ (used in) Operating Activities (A) (2385.71) (2597.01)
Net Cash Flow used in Investing Activities (B) (0.33) Nil
Net Cash Flow used in Financing Activities (C) 1,298.17 4298.41
Net increase / (Decrease) in Cash & Cash Equivalents (A+B+C) (1087.88) 1701.40
Cash and cash equivalents at the beginning of the year/period 1708.25 6.85
Cash and cash equivalents at year/ period end 620.37 1708.25

Cash generated from Operating Activities

Net cash generated from operating activities for the year ended March 31, 2024, was ₹ (2385.71) lakhs

Net cash generated in operating activities for the year ended March 31, 2023, was ₹ (2597.07).

Net Cash used in Investing Activities

Net cash used in investing activities for the year ended March 31, 2024, was ₹ (0.33) lakhs. This was on account
of purchase of investments.

Net cash used in investing activities for the year ended March 31, 2023, was Nil.

Net Cash flow used in Financing Activities

Net cash flows used in financing activities for the year ended March 31, 2024, was ₹ 1298.17 lakhs.

Net cash flows used in financing activities for the year ended March 31, 2023, was ₹ 6.85 Lakhs. This was on
account of repayment of loan.

Contingent Liabilities

Our contingent liabilities as on March 31, 2024, was ₹ NIL.

Off-Balance Sheet Arrangements

85
We do not have any other off-balance sheet arrangements or other relationships with unconsolidated entities,
such as special purpose vehicles, that have been established for the purposes of facilitating off-balance sheet
arrangements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Credit Risk and Default Risk: Credit risk is the risk that counterparty will not meet its obligations under a
financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from
its operating activities (primarily trade receivables, business advances/deposit given) and from its investing
activities (primarily loans granted to various parties including related parties). Since, the Company is not able to
timely realize amount due from trade receivables, credit risk in case of Company is very high.

Interest Rate Risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The company borrowings from banks which have been
declared NPA by the banks and interest at a higher rate is charged by the banks. So, interest rate risk is high in
case of Company. The sensitivity analyses below have been determined based on the exposure to interest rates
for both fixed and floating rate borrowings at the end of the reporting period. For floating rate liabilities, the
analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was
outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk
internally to key management personnel and represents management's assessment of the reasonably possible
change in interest rates. Since all the consortium bankers has recalled their loans, details of interest charged by
banks are not available from FY 2016-17 onwards, hence disclosure required for interest rate sensitivity cannot
be given.

Market Risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market conditions. Market risk comprises three types of risk: interest rate risk, credit and
default risk and liquidity risk. Financial instruments affected by market risk include loans and borrowings,
deposits.

Liquidity Risk: The company’s objective is to maintain a balance between continuity of funding and flexibility
through the use of bank overdrafts and loans. The liquidity position of the company is not good. As the company's
account has been declared NPA by the bank and the company is unable to get new finance from banks. Also, the
company is highly dependent on cash sales to meet its day to day expenses.

RELATED PARTY TRANSACTIONS

For details of our related party transactions, see “Financial Information - Related Party Transactions” on page
88 of this Draft Letter of Offer.

Qualitative Disclosure about Market Risk

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations.

Other than as described in the section titled “Risk Factors” and chapter titled “Management's Discussion and
Analysis of Financial Conditions and Results of Operations” on page 21 and page 82 respectively of this Draft
Letter of Offer, to our knowledge there are no known trends or uncertainties that have or are expected to have a
material adverse impact on our income from continuing operations.

Unusual or Infrequent Events or Transactions

Except as described elsewhere in this Draft Letter of Offer, there have been no unusual or infrequent events or
transactions including unusual trends on account of business activity, unusual items of income, change of
accounting policies and discretionary reduction of expenses.

Significant economic/regulatory changes

Government policies governing the sector in which we operate as well as the overall growth of the Indian
economy has a significant bearing on our operations. Except as disclosed in this Draft Letter of Offer, to our
knowledge, there are no significant regulatory changes that materially affected or are likely to affect our income
from continuing operations.

86
Major changes in these factors can significantly impact income from continuing operations.

There are no significant economic changes that materially affected our Company’s operations or are likely to
affect income except as mentioned in the section titled “Risk Factors” on page 21 of this Draft Letter of Offer.

Expected future changes in relationship between costs and revenues, in case of events such as future
increase in labour or material costs or prices that will cause a material change are known

Other than as described in the section titled “Risk Factors” and chapter titled “Management’s Discussion and
Analysis of Financial Conditions and Results of Operations” on page 21 and 82 respectively, and elsewhere in
this Draft Letter of Offer, there are no known factors to our knowledge which would have a material adverse
impact on the relationship between costs and income of our Company. Our Company’s future costs and revenues
will be determined by demand/supply situation and government policies.

The extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices

The increase in revenue is by and large linked to increase in volume of all the activities carried out by the
Company.

Competitive Conditions

We expect competition in the sector from existing and potential competitors to vary. However, on account of our
core strengths we will be able to stay competitive. For further details, kindly refer the chapter titled “Our
Business” on page 58 of this Draft Letter of Offer.

Total Turnover of Each Major Business Segment

We are operating only in one segment which is investment.

New Product or Business Segment

Except as disclosed in “Our Business” on page 58 of this Draft Letter of Offer, we have not announced and do
not expect to announce in the near future any new products or business segments.

Seasonality of Business

Our Company’s business is not seasonal in nature.

Significant dependence on a Single or Few Suppliers or Customers

Other than as described in this Draft Letter of Offer, to our knowledge, there is no significant dependence on a
single or few customers or suppliers.

Significant Developments since last balance sheet date

To our knowledge no circumstances have arisen since June 30, 2023, the date of the last financial information
disclosed in this Draft Letter of Offer which materially and adversely affect or are likely to affect, our operations
or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.

87
 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND DEFAULTS

Except as disclosed in this section, there is no outstanding (i) criminal proceeding; (ii) action taken by regulatory
or statutory authorities; (iii) claims related to direct and indirect taxes; and (iv) other pending litigations as
determined to be material pursuant to the Materiality Policy in each case involving our Company, our Directors
and our Promoter (“Related Party”). Further, there is no pending litigation involving our Group Companies,
the adverse outcome of which may have a material impact on our Company.

Pursuant to the SEBI ICDR Regulations and the Materiality Policy adopted by our Board of Directors on [●],
2023 for the purposes of disclosure, any pending litigation involving Related Parties other than criminal
proceedings, actions by regulatory authorities and statutory authorities, including outstanding action, and tax
matters, would be considered ‘material’ where:

i. the claim/dispute amount, to the extent quantifiable, not less than 10% of the total revenue of the
Company, as per the last the last restated financial statements (“Materiality Threshold”) would be
considered ‘material’ for disclosure of this Draft Letter of Offer; and
ii. the monetary impact is not quantifiable or the amount involved may not exceed the materiality threshold
set out under (i) above, but an outcome in any such litigation would materially and adversely affect the
Company’s business, operations, cash flows, financial position or reputation of the Company.
It is clarified that pre-litigation notices (other than those issued by governmental, statutory or regulatory
authorities) received by our Company, our Directors, our Promoters or our Subsidiaries, shall not be considered
as litigation until such time that any of our Company and, our Director, as the case may be, is made a party to
proceedings initiated before any court, tribunal or governmental authority or any judicial authority. Or is
notified by any governmental, statutory or regulatory authority of any such proceeding that may be commenced.

All terms defined in a particular litigation disclosure pertain to that litigation only.

Unless stated to the contrary, the information provided in this section is as of the date of this Draft Letter of
Offer. All terms defined in a summary pertaining to a particular litigation shall be construed only in respect of
the summary of the litigation where such term is used.

I. LITIGATION INVOLVING OUR COMPANY

i. Litigation against our Company

1. Criminal Proceedings - Nil

2. Actions taken by Statutory/Regulatory Authorities - Nil

3. Tax Proceedings - Nil

4. Other Material Litigations - Nil

5. Disciplinary action against our Company by SEBI or any stock exchange in the last five Financial Years
- Nil

ii. Litigation by our Company

a) That our company has initiated civil proceedings against M/S Lauras Construction P Ltd, Khaitan
Overseas & Finance Ltd, M/S Okra Housing Pvt. Ltd., M/S Seafan Housing Pvt. Ltd, Mr. Ajay
Khaitan, Mrs. Mandira Khaitan and Mrs. Beena Khaitan. The purpose of the case is to address
financial claims brought forward by Upsana Finance Limited against the aforementioned
defendants. During the course of the proceedings, on June 21, 2006, the petitioner's counsel, M/S
Arul Prakasam, filed a petition to condone the delay, seeking the court's permission to proceed
despite the lapse of a specified time period. Further developments in the case include the filing of
a memo on June 9, 2015, by M/S R. Dasaratha Rao. This document, registered under Document
No. 2343/2015, serves as an official note or record related to the case. Additionally, on March 5,
2012, M/S B.T. Seshadri submitted a Vakalatnama, a document authorizing the lawyer to represent

88
 the client in court. This was registered under Document No. 4206/2012, with the old filing number
O6525/2012. As of the current date, the case remains pending with the High Court, indicating that
a final judgment or resolution has yet to be reached.

II. LITIGATION INVOLVING OUR PROMOTERS / PROMOTER GROUP

i. Cases filed against our Promoters / Promoter Group

A. Ms. Bhavika M Jain

1. Criminal Proceedings - Nil

2. Actions taken by Statutory/Regulatory Authorities - Nil

3. Tax Proceedings - Nil

4. Other Material Litigations - Nil

5. Disciplinary action against our Company by SEBI or any stock exchange in the last five
Financial Years - Nil

B. Ms. Khushbu Mohan Kumar Jain

1. Criminal Proceedings - Nil

2. Actions taken by Statutory/Regulatory Authorities - Nil

3. Tax Proceedings - Nil

4. Other Material Litigations - Nil

5. Disciplinary action against our Company by SEBI or any stock exchange in the last five
Financial Years - Nil

C. Ms. Rekha M Jain

1. Criminal Proceedings - Nil

2. Actions taken by Statutory/Regulatory Authorities - Nil

3. Tax Proceedings - Nil

4. Other Material Litigations - Nil

5. Disciplinary action against our Company by SEBI or any stock exchange in the last five
Financial Years - Nil

ii. Cases filed by our Promoters / Promoter Group

1. Criminal Proceedings - Nil

2. Actions taken by Statutory/Regulatory Authorities - Nil

3. Tax Proceedings - Nil

4. Other Material Litigations - Nil

89
 5. Disciplinary action against our Company by SEBI or any stock exchange in the last five
Financial Years - Nil

III. LITIGATION INVOLVING OUR DIRECTORS (Excludes Promoter Directors)

i. Cases filed against our Directors (excluding promoter directors)

Except for the proceedings disclosed under the head Promoters who are also our Directors, there are
no cases filed against any of our other Directors

1. Criminal Proceedings - Nil

2. Actions taken by Statutory/Regulatory Authorities - Nil

3. Tax Proceedings - Nil

4. Other Material Litigations - Nil

5. Disciplinary action against our Directors by SEBI or any stock exchange in the last five
Financial Years - Nil

ii. Cases filed by our Directors

Except for the proceedings disclosed hereunder, there are no cases filed by our other Directors
(excluding promoter directors)

1. Criminal Proceedings - Nil

2. Other Material Litigations - Nil

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 MATERIAL DEVELOPMENTS

Except as stated below and in this Draft Letter of Offer, to our knowledge, no circumstances have arisen since
March 31, 2024, which materially and adversely affect or are likely to affect our operations, performance,
prospects or profitability, or the value of our assets or our ability to pay material liabilities:

91
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Board of Directors at its meeting held on July 18, 2024, have authorised this Issue pursuant to Section
62(1)(c) of the Companies Act, 2013.

Our Board of Directors / Rights Issue Committee has at its meeting held on July 31, 2024, determined the Issue
Price as ₹ [●] per Rights Equity Share and the Rights Entitlement as [●] Rights Equity Share for every [●] Equity
Share held on the Record Date.

The Draft Letter of Offer was approved by the Rights Issue Committee (duly constituted by the Board in their
meeting on April 24, 2024) pursuant to its resolution dated July 31, 2024.

Our Company has received ‘in-principle’ approval letter from BSE vide letter dated [●] for listing of the Rights
Equity Shares to be allotted pursuant to Regulation 28(1) of SEBI Listing Regulations. Our Company will also
make applications to BSE Limited to obtain their trading approval for the Rights Entitlements as required under
the SEBI Rights Issue Circulars.

Our Company has been allotted the ISIN [●] for the Rights Entitlements to be credited to the respective Demat
accounts of the Equity Shareholders of our Company. For details, see “Terms of the Issue” on page 100.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Promoters, our Directors, the members of our Promoter Group and persons in control of the
Promoter and the Company have not been prohibited from accessing the capital market or debarred from buying
or selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator
in any jurisdiction or any authority/ court as on date of this Draft Letter of Offer.

Further, our Promoter and our Directors are not promoter or director of any other company which is debarred
from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under
any order or direction passed by SEBI. None of our Directors or Promoters are associated with the securities
market in any manner. There is no outstanding action initiated against them by SEBI in the five years preceding
the date of filing of this Draft Letter of Offer.

Neither our Promoter nor our Directors have been declared as fugitive economic offender under Section 12 of
Fugitive EconomicOffendersAct, 2018 (17 of 2018).

Prohibition by RBI

Neither our Company, nor our Promoter and Directors have been categorized or identified as wilful defaulters
or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the
guidelines on wilful defaulters issued by the Reserve Bank of India. There are no violations of securities laws
committed by them in the past or are currently pending against any of them.

Compliance with Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, our Promoters and the members of our Promoter Group are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018, to the extent it may be applicable to them as on date of this Draft
Letter of Offer.

Eligibility for the Issue

Our Company is a listed company, incorporated under the Companies Act, 1956. The Equity Shares of our
Company are presently listed on the BSE. We are eligible to undertake the Issue in terms of Chapter III of
SEBIICDR Regulations. Pursuant to Clauses (1) and (2) of Part B of Schedule VI to the SEBI ICDR Regulations,
our Company is required to make disclosures in accordance with Part B of Schedule VI to the SEBI ICDR
Regulations.

92
Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations
Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of the SEBI
ICDR Regulations as explained below:
(1) Our Company has been filing periodic reports, statements and information in compliance with the Listing
Agreement or the SEBI Listing Regulations, as applicable for the last three years immediately preceding
the date of filing of this Letter of Offer with the SEBI.
(2) The reports, statements and information referred to above are available on the website of BSE.
(3) Our Company has an investor grievance-handling mechanism which includes meeting of the
Stakeholders’ Relationship Committee at least once every year and as and when required, appropriate
delegation of power by our Board as regards share transfer and clearly laid down systems and procedures
for timely and satisfactory redressal of investor grievances.
As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI ICDR
Regulations and is not covered under the conditions specified in Clause (3) of Part B of Schedule VI of SEBI
ICDR Regulations, disclosures in this Letter of Offer have been made in terms of Clause (4) of Part B of Schedule
VI of SEBI ICDR Regulations.

Disclaimer Clause of SEBI

The Draft Letter of Offer has not been filed with SEBI in terms of SEBI ICDR Regulations as the size of the
issue is less than ₹5000 lakhs.

Disclaimer from our Company and our Directors

Our Company and our Directors accept no responsibility for statements made otherwise than in this Draft Letter
of Offer or in the advertisements or any other material issued by or a tour Company’s instance and anyone placing
reliance on any other source of information, including our Company’s website - www.uflindia.com.

All information shall be made available by our Company to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner whatsoever, including at
roadshow presentations, in research or sales reports, at bidding centers or elsewhere.

Investors will be required to confirm and will be deemed to have represented to our Company, Lead Manager
and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell,
pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares. Our Company and their respective directors,
officers, agents, affiliates, and representatives accept no responsibility or liability for advising
anyinvestoronwhethersuchinvestoriseligibletoacquiretheEquityShares.

No information which is extraneous to the information disclosed in this Letter of Offer or otherwise
shallbegivenbyourCompanyoranymemberoftheIssuemanagementteamorthesyndicatetoanyparticularsectionof
investors or to any research analyst in any manner whatsoever, including at road shows, presentations, in research
or sales reports or at bidding centre.

No dealer, salesperson or other person is authorized to give any information or to represent anything not
contained in this Draft Letter of Offer. You must not rely on any unauthorized information or representations.
This Draft Letter of Offer is an offer to sell only the Rights Equity Shares and the Rights Entitlement, but only
under circumstances and in the applicable jurisdictions. Unless otherwise specified, the information contained
in this Drat Letter of Offer is current only as at its date.

Disclaimer in respect of Jurisdiction

This Draft Letter of Offer has been prepared under the provisions of Indian law and the applicable rules and
regulations thereunder. Any disputes arising out of the Issue will be subject to the jurisdiction of the appropriate
court (s)in Mumbai, Maharashtra only.

93
Disclaimer Clause of BSE

As required, a copy of the Draft Letter of Offer has been submitted to BSE. The disclaimer clause as intimated
by BSE to our Company, post scrutiny of the Draft Letter of Offer, has been included in the Letter of Offer prior
to the filing with the Stock Exchange.

Designated Stock Exchange

BSE being the only stock exchange where the Company’s shares are listed, the Designated Stock Exchange for
the purposes of the Issue is BSE.

Selling Restrictions

This Draft Letter of Offer is solely for the use of the person who has received it from our Company or from the
Registrar. This Draft Letter of Offer is not to be reproduced or distributed to any other person.

The distribution of this Draft Letter of Offer/ Letter of Offer, Abridged Letter of Offer, Application Form and
the Rights Entitlement Letter and the issue of Rights Entitlements and Equity Shares on a rights basis to persons
in certain jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. Persons
into whose possession this Draft Letter of Offer/ Letter of Offer, Abridged Letter of Offer Application Form and
the Rights Entitlement Letter may come are required to inform themselves about and observe such restrictions.
Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders of our Company and will
dispatch the Draft Letter of Offer/ Letter of Offer, Abridged Letter of Offer Application Form and the Rights
Entitlement Letter only to Eligible Equity Shareholders who have provided an Indian address to our Company.

No action has been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation, or
distribution of the Draft Letter of Offer, Abridged Letter of Offer or any other material relating to our Company,
the Equity Shares or Rights Entitlement in any jurisdiction, where action would be required for that purpose,
except that this Draft Letter of Offer has been filed with the Stock Exchange.

Accordingly, the Rights Entitlement or Equity Shares may not be offered or sold, directly or indirectly, and this
Draft Letter of Offer or any offering materials or advertisements in connection with the Issue or Rights
Entitlement may not be distributed or published in any jurisdiction, except in accordance with legal requirements
applicable in such jurisdiction. Receipt of this Draft Letter of Offer / Letter of Offer will not constitute an offer in
those jurisdictions in which it would be illegal to make such an offer.

This Draft Letter of Offer and its accompanying documents are being supplied to you solely for your information
and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published,
in whole or in part, for any purpose. If this Letter of Offer is received by any person in any jurisdiction where to
do so would or might contravene local securities laws or regulation, or by their agent or nominee, they must not
seek to subscribe to the Equity Shares or the Rights Entitlement referred to in this Letter of Offer. Investors are
advised to consult their legal counsel prior to applying for the Rights Entitlement and Equity Shares or accepting
any provisional allotment of Equity Shares, or making any offer, sale, resale, pledge or other transfer of the
Equity Shares or Rights Entitlement.

Listing

Our Company will apply to BSE for final approval for the listing and trading of the Rights Equity Shares
subsequent to their Allotment. No assurance can be given regarding the active or sustained trading in the Rights
Equity Shares or the price at which the Rights Equity Shares offered under the Issue will trade after the listing
thereof.

NO OFFER IN THE UNITED STATES

THE RIGHTS ENTITLEMENTS AND THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, EXCEPT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.THE RIGHTS ENTITLEMENTS AND EQUITY SHARES REFERRED TO IN THE DRAFT

94
LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE
OFFERING TO WHICH THE DRAFT LETTER OF OFFER RELATES IS NOT, AND UNDER NO
CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY EQUITY SHARES OR
RIGHTS ENTITLEMENTS FORSALE IN THE UNITED STATES OR AS A SOLICITATION
THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THE
DRAFT LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR
INTO THE UNITED STATES AT ANYTIME.

Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation
from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on
behalf of our Company, has reason to believe is, in the United States when the buy order is made. Envelopes
containing an Application Form should not be postmarked in the United States or otherwise dispatched from the
United States or any other jurisdiction where it would be illegal to make an offer under this Draft Letter of Offer.
Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and this Draft Letter of
Offer / Letter of Offer/ Abridged Letter of Offer, Application Form and the Rights Entitlement Letter will be
dispatched to the Eligible Equity Shareholders who have provided an Indian address to our Company. Any person
who acquires the Rights Entitlements and the Equity Shares will be deemed to have declared, represented,
warranted and agreed, by accepting the delivery of the Draft Letter of Offer, (i) that it is not and that, at the time
of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States when the buy
order is made; and (ii) is authorised to acquire the Rights Entitlements and the Equity Shares in compliance with
all applicable laws, rules and regulations.

Our Company, in consultation with the Lead Manager, reserves the right to treat as invalid any Application
Form which: (i) appears to our Company or its agents to have been executed in or dispatched from the United
States of America; (ii) does not include the relevant certification set out in the Application Form headed
“Overseas Shareholders” to the effect that the person accepting and/or renouncing the Application Form does
not have a registered address (and is not otherwise located) in the United States, and such person is complying
with laws of the jurisdictions applicable to such person in connection with the Issue, among others; (iii) where
our Company believes acceptance of such Application Form may infringe applicable legal or regulatory
requirements; or (iv) where a registered Indian address is not provided, and our Company shall not be bound to
allot or issue any Equity Shares or Rights Entitlement in respect of any such Application Form.

None of the Rights Entitlements or the Equity Shares have been, or will be, registered under the United States
Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States.
Accordingly, the Rights Entitlements and Equity Shares are being offered and sold only outside the United States
incompliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those
offers and sales are made.

NOOFFERINANYJURISDICTIONOUTSIDEINDIA

NO OFFER OR INVITATION TO PURCHASE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY

SHARESIS BEING MADE IN ANY JURISDICTION OUTSIDE OF INDIA, INCLUDING, BUT NOT
LIMITED TO AUSTRALIA, BAHRAIN, CANADA, THE EUROPEAN ECONOMICAREA, GHANA,
HONGKONG, INDONESIA, JAPAN, KENYA, KUWAIT, MALAYSIA,NEWZEALAND,
SULTANATE OF OMAN, PEOPLE'S REPUBLIC OF CHINA, QATAR, SINGAPORE,
SOUTHAFRICA, SWITZERLAND, THAILAND, THE UNITED ARAB EMIRATES, THE UNITED
KINGDOM AND THE UNITED STATES.THE OFFERING TO WHICH THIS DRAFT LETTER OF
OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN
OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENT FOR SALE IN ANY
JURISDICTION OUTSIDE INDIA OR AS A SOLICIATION THERE IN OF AN OFFER TO BUY ANY
OF THE SAID SECURITIES. ACCORDINGLY,THIS LETTER OF OFFER SHOULD NOT BE
FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION AT ANY TIME.

Filing

This Draft Letter of Offer is being filed with the BSE as per the provisions of the SEBI ICDR Regulations. SEBI
vide the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth
Amendment) Regulations, 2020 has amended Regulation 3(b) of the SEBI ICDR Regulations as per which the
threshold of filing of Draft Letter of Offer with SEBI for rights issues has been increased from Rupees ten crores
to Rupees fifty crores. Since the size of this Issue falls below this threshold, the Draft Letter of Offer has been

95
filed with Stock Exchange and not with SEBI. However, the Letter of Offer will be submitted to SEBI for
information and dissemination and will be filed with the Stock Exchange.

Mechanism for Redressal of Investor Grievances

OurCompanyhasadequatearrangementsforredressalofinvestorgrievancesincompliancewiththeSEBIListingRegul
ations. We have been registered with the SEBI Complaints Redress System (SCORES) as required by the SEBI
Circular no. CIR/ OIAE/2/2011 dated June 3, 2011. Consequently, investor grievances are tracked online by our
Company.

Our Company has a Stakeholders Relationship Committee which meets at least once a year and as and when
required. Its terms of reference include considering and resolving grievances of Shareholders in relation to
transfer of shares and effective exercise of voting rights. Link Intime India Private Limited is our Registrar and
Share Transfer Agent. All investor grievances received by us have been handled by the Registrar and Share
Transfer Agent in consultation with the Company Secretary and Compliance Officer.

Investor complaints received by our Company are typically disposed of within 15 days from the receipt of the
complaint.

Investor Grievances arising out of this Issue

Investors may contact the Registrar to the Issue or our Company Secretary for any pre-Issue or post-Issue related
matters. All grievances relating to the ASBA process may be addressed to the Registrar, with a copy to the
SCSBs (in caseofASBAprocess),givingfulldetailssuchasname,addressoftheApplicant,contactnumber(s),e-
mailaddressofthesole/firstholder,folionumberordemataccount number, number of Rights Equity Shares applied
for, amount blocked (in case of ASBA
process),ASBAAccountnumberandtheDesignatedBranchoftheSCSBswherethe Application Form or the plain
paper application, as the case may be, was submitted by the Investors alongwith a photocopy of the
acknowledgement slip (in case of ASBA process). For details on the ASBA process, see “Terms of the Issue” at
Page 100. The contact details of our Registrar to the Issue and our Company Secretary are as follows:

Registrar to the Issue

Integrated Registry Management Services Pvt. Ltd
Kences Towers, 2nd Floor, No.1,
Ramakrishna Street, North Usman Road,
T.Nagar, Chennai - 600 017
Tel: +91 44 28140801-803,
Fax: Nil
Email: yuvraj@integratedindia.in
Website: www.integratedindia.in
Contact Person: Mr. Yuvraj
SEBI Registration Number: INR000000544

Investors may contact the Company Secretary and Compliance Officer at the below mentioned address for any
pre-Issue/post-Issue related matters such as non-receipt of Letters of Allotment / share certificates / demat credit
/Refund Orders etc.

Mr. Binod Kumar Chowdhury is the Company Secretary and Compliance Officer of our Company.
His contact details are:
No.51 Hunters Road,
Choolai, Chennai,
Tamil Nadu, 600112
Tel: 044-28478605,
Fax: Nil
Email: upasana_shares@yahoo.com

96
Consents and Expert Opinion

Consents in writing of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Legal
Advisors to the Issue and the Registrar to the Issue to act in their respective capacities, have been obtained and
such consents have not been withdrawn up to the date of this Draft Letter of Offer.

Our Company has received written consent dated July 23, 2024 from our Statutory Auditor namely Venkat And
Rangaa, Chartered Accountants for inclusion of their financial statements for period ended March 31, 2024, in this
Draft Letter of Offer and as an ‘Expert’ as defined under Section 2(38) of the Companies Act, 2013 in relation
to the Statement of Tax Benefits dated July 23, 2024 in the form and context in which it appears in this Draft Letter
of Offer. Such consent has not been withdrawn to the date of this Draft Letter of Offer.

97
 TERMS OF THE ISSUE

This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully
read the provisions contained in this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form, before submitting the Application Form. Our Company are not
liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after
the date of this Draft Letter of Offer. Investors are advised to make their independent investigation and ensure
that the Application Form is accurately filled up in accordance with instructions provided therein and the Letter
of Offer. Unless otherwise permitted under the SEBI ICDR Regulations read with the SEBI Circulars
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 (“SEBI – Rights Issue Circular”), all investors
(including renouncees) shall make an application for a rights issue only through ASBA facility.

OVERVIEW

The Issue and the Rights Equity Shares proposed to be issued on a rights basis, are subject to the terms and
conditions contained in this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the Application
Form and the Rights Entitlement Letter, the Memorandum of Association and the Articles of Association of our
Company, the provisions of Companies Act, the terms and conditions as may be incorporated in the FEMA, the
SEBI ICDR Regulations, the SEBI Listing Regulations and the guidelines, notifications and regulations issued
by SEBI, the Government of India and other statutory and regulatory authorities from time to time, approvals, if
any, from the SEBI, the RBI or other regulatory authorities, the terms of Listing Agreements entered into by our
Company with the Stock Exchange and terms and conditions as stipulated in the Allotment Advice.

Important:

I. DISPATCH AND AVAILABILITY OF ISSUE MATERIALS:

In accordance with the SEBI (ICDR) Regulations, and the ASBA Circular, our Company will send/dispatch at
least three days before the Issue Opening Date, the Abridged Letter of Offer, the Rights Entitlement Letter,
Application Form and other issue material (‘Issue Materials’) only to the Eligible Equity Shareholders who
have provided an India address to our Company and who are located in jurisdictions where the offer and sale of
the Rights Entitlement or Rights Equity Shares is permitted under laws of such jurisdictions and does not result
in and may not be construed as, a public offering in such jurisdictions. In case the Eligible Equity Shareholders
have provided their valid e-mail address, the Issue Materials will be sent only to their valid e-mail address and
in case the Eligible Equity Shareholders have not provided their e-mail address, then the Issue Materials will be
dispatched, on a reasonable effort basis, to the India addresses provided by them.

Further, the Letter of Offer will be sent/dispatched, by the Registrar to the Issue on behalf of our Company to
the Eligible Equity Shareholders who have provided their Indian addresses and have made a request in this
regard.

Investors can also access the Letter of Offer, the Abridged Letter of Offer and the Application Form (provided
that the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under applicable
securities laws) on the websites of:

a) Our Company at www.ufindia.com

b) the Registrar to the Issue at www.integratedindia.in and
c) the Stock Exchange at www.bseindia.com;

Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of
the Registrar at www.integratedindia.inby entering their DP ID and Client ID or Folio Number (in case of
Eligible Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also
be available on the website of our Company (i.e.www.ufindia.com)
Further, our Company will undertake all adequate steps to reach out to the Eligible Equity Shareholders who
have provided their Indian address through other means, as may be feasible.

Please note that neither our Company nor the Registrar shall be responsible for not sending the physical
copies of Issue materials, including the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form or delay in the receipt of the Letter of Offer, the Abridged
Letter of Offer, the Rights Entitlement Letter or the Application Form attributable to non-availability of

98
the e-mail addresses of Eligible Equity Shareholders or electronic transmission delays or failures, or if the
Application Forms or the Rights Entitlement Letters are delayed or misplaced in the transit. Resident
Eligible Equity Shareholders, who are holding Equity Shares in physical form as on the Record Date, can
obtain details of their respective Rights Entitlements from the website of the Registrar by entering their
Folio Number.

The distribution of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the issue
of Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is restricted by legal
requirements prevailing in those jurisdictions. No action has been, or will be, taken to permit this Issue in any
jurisdiction where action would be required for that purpose, except that the Letter of Offer is being filed with
SEBI and the Stock Exchange. Accordingly, the Rights Entitlements and Rights Equity Shares may not be
offered or sold, directly or indirectly, and the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter, the Application Form or any Issue related materials or advertisements in connection with this Issue may
not be distributed, in any jurisdiction, except in accordance with and as permitted under the legal requirements
applicable in such jurisdiction. Receipt of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form (including by way of electronic means) will not constitute an offer, invitation to
or solicitation by anyone in any jurisdiction or in any circumstances in which such an offer, invitation or
solicitation is unlawful or not authorised or to any person to whom it is unlawful to make such an offer, invitation
or solicitation. In those circumstances, the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form must be treated as sent for information only and should not be acted upon for
making an Application and should not be copied or re-distributed.

Accordingly, persons receiving a copy of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights
Entitlements, distribute or send the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
or the Application Form in or into any jurisdiction where to do so, would, or might, contravene local securities
laws or regulations or would subject our Company or its affiliates to any filing or registration requirement (other
than in India). If the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application
Form is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to make
an Application or acquire the Rights Entitlements referred to in the Letter of Offer, the Abridged Letter of Offer,
the Rights Entitlement Letter or the Application Form. Any person who makes an application to acquire Rights
Entitlements and the Rights Equity Shares offered in the Issue will be deemed to have declared, represented and
warranted that such person is authorised to acquire the Rights Entitlements and the Rights Equity Shares in
compliance with all applicable laws and regulations prevailing in such person’s jurisdiction and India, without
requirement for our Company or our affiliates to make any filing or registration (other than in India).

Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and will send
the Letter of Offer, Abridged Letter of Offer, the Application Form and other applicable Issue materials
primarily to email addresses of Eligible Equity Shareholders who have provided a valid e-mail address
and an Indian address to our Company.

The Letter of Offer will be provided, primarily through e-mail, by the Registrar on behalf of our Company
to the Eligible Equity Shareholders who have provided their Indian addresses to our Company and who
make a request in this regard.

II. PROCESS OF MAKING AN APPLICATION IN THE ISSUE

In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI Rights Issue Circulars and the
ASBA Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use
the ASBA process. Investors should carefully read the provisions applicable to such Applications before
making their Application through ASBA.

The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to make
Applications in this Issue basis the Rights Entitlement credited in their respective demat accounts or demat
suspense account, as applicable. For further details on the Rights Entitlements and demat suspense account,
please see “Terms of Issue—Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders”
on page 112.

Please note that one single Application Form shall be used by Investors to make Applications for all Rights
Entitlements available in a particular demat account or entire respective portion of the Rights Entitlements in the

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demat suspense account in case of resident Eligible Equity Shareholders holding shares in physical form as at
Record Date and applying in this Issue, as applicable. In case of Investors who have provided details of demat
account in accordance with the SEBI ICDR Regulations, such Investors will have to apply for the Rights Equity
Shares from the same demat account in which they are holding the Rights Entitlements and in case of multiple
demat accounts, the Investors are required to submit a separate Application Form for each demat account.

Investors may apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch
of the SCSB or online/electronic Application through the website of the SCSBs (if made available by such SCSB)
for authorising such SCSB to block Application Money payable on the Application in their respective ASBA
Accounts.

Investors are also advised to ensure that the Application Form is correctly filled up stating therein:

i) the ASBA Account (in case of Application through ASBA process) in which an amount equivalent
to the amount payable on Application as stated in the Application Form will be blocked by the
SCSB; or

ii) the requisite internet banking.

Applicants should note that they should very carefully fill-in their depository account details and PAN in
the Application Form or while submitting application through online/electronic Application through the
website of the SCSBs (if made available by such SCSB). Please note that incorrect depository account
details or PAN or Application Forms without depository account details shall be treated as incomplete
and shall be rejected. For details, please see “Terms of Issue—Grounds for Technical Rejection” on page
108. Our Company, the Registrar and the SCSBs shall not be liable for any incomplete or incorrect demat
details provided by the Applicants.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that SCSBs shall accept such
applications only if all details required for making the application as per the SEBI ICDR Regulations are
specified in the plain paper application and that Eligible Equity Shareholders making an application in this Issue
by way of plain paper applications shall not be permitted to renounce any portion of their Rights Entitlements.
For details, - please see “Terms of Issue—Making of an Application by Eligible Equity Shareholders on Plain
Paper under ASBA process” on page 104.

Options available to the Eligible Equity Shareholders

The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the Eligible Equity
Shareholder is entitled to.

If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:

i) apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or

ii) apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without
renouncing the other part); or

iii) apply for Rights Equity Shares to the extent of part of its Rights Entitlements and renounce the
other part of its Rights Entitlements; or

iv) apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for
Additional Rights Equity Shares; or

v) renounce its Rights Entitlements in full.

Making of an Application through the ASBA process

An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled
bank account with SCSBs, prior to making the Application. Investors desiring to make an Application in this
Issue through ASBA process, may submit the Application Form in physical mode to the Designated Branches of

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the SCSB or online/ electronic Application through the website of the SCSBs (if made available by such SCSB)
for authorising such SCSB to block Application Money payable on the Application in their respective ASBA
Accounts.

Investors should ensure that they have correctly submitted the Application Form and have provided an
authorisation to the SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the
Application Money mentioned in the Application Form, as the case may be, at the time of submission of the
Application.

For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34.

Please note that subject to SCSBs complying with the requirements of the SEBI circular bearing reference
number CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, Applications
may be submitted at the Designated Branches of the SCSBs. Further, in terms of the SEBI circular bearing
reference number CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making Applications by
SCSBs on their own account using ASBA facility, each such SCSB should have a separate account in its own
name with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose of making an
Application in this Issue and clear demarcated funds should be available in such account for such an Application.

Our Company, their directors, their employees, affiliates, associates and their respective directors and officers
and the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc., in
relation to Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not
uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts.

Investors applying through the ASBA facility should carefully read the provisions applicable to such
Applications before making their Application through the ASBA process.

Do’s for Investors applying through ASBA:

a. Ensure that the necessary details are filled in the Application Form including the details of the
ASBA Account.

b. Ensure that the details about your Depository Participant, PAN and beneficiary account are correct
and the beneficiary account is activated as the Rights Equity Shares will be Allotted in the
dematerialised form only.

c. Ensure that the Applications are submitted to the Designated Branch of the SCSBs and details of
the correct bank account have been provided in the Application.

d. Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including
Additional Rights Equity Shares) applied for} X {Application Money of Equity Shares}) available
in ASBA Account mentioned in the Application Form before submitting the Application to the
respective Designated Branch of the SCSB.

e. Ensure that you have authorized the SCSB for blocking funds equivalent to the total amount
payable on application mentioned in the Application Form, in the ASBA Account, of which details
are provided in the Application Form and have signed the same.

f. Ensure that you have a bank account with SCSBs providing ASBA facility in your location and
the Application is made through that SCSB providing ASBA facility in such location.

g. Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your
submission of the Application Form in physical form or plain paper Application.

h. Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case the Application Form is
submitted in joint names, ensure that the beneficiary account is also held in same joint names and
such names are in the same sequence in which they appear in the Application Form and the Rights
Entitlement Letter.

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 i. Ensure that your PAN is linked with Aadhaar and you are in compliance with CBDT notification
dated Feb 13, 2020 read with press release dated June 25, 2021 and September 17, 2021.

Don’ts for Investors applying through ASBA:

a. Do not apply if you are not eligible to participate in the Issue under the securities laws applicable
to your jurisdiction.

b. Do not submit the Application Form after you have submitted a plain paper Application to a
Designated Branch of the SCSB or vice versa.

c. Do not send your physical Application to the Registrar, a branch of the SCSB which is not a
Designated Branch of the SCSB or our Company; instead submit the same to a Designated Branch
of the SCSB only.

d. Do not instruct the SCSBs to unblock the funds blocked under the ASBA process upon making
the Application.

e. Do not submit Application Form using third party ASBA account.

Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA process

An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an
Application to subscribe to this Issue on plain paper in case of non-receipt of Application Form as detailed above.
In such cases of non-receipt of the Application Form through physical delivery (where applicable) and the
Eligible Equity Shareholder not being in a position to obtain it from any other source may make an application
to subscribe to this Issue on plain paper with the same details as per the Application Form that is available on
the website of the Registrar or the Stock Exchange. An Eligible Equity Shareholder shall submit the plain paper
Application to the Designated Branch of the SCSB for authorising such SCSB to block Application Money in
the said bank account maintained with the same SCSB. Applications on plain paper will not be accepted from
any Eligible Equity Shareholder who has not provided an Indian address.

Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that SCSBs shall accept such
applications only if all details required for making the application as per the SEBI ICDR Regulations are
specified in the plain paper application. If an Eligible Equity Shareholder makes an Application both in an
Application Form as well as on plain paper, both applications are liable to be rejected.

Please note that in terms of Regulation 78 of the SEBI ICDR Regulations, the Eligible Equity Shareholders who
are making the Application on plain paper shall not be entitled to renounce their Rights Entitlements and should
not utilise the Application Form for any purpose including renunciation even if it is received subsequently.

The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the
same order and as per specimen recorded with his/her bank, must reach the office of the Designated Branch of
the SCSB before the Issue Closing Date and should contain the following particulars:

1. Name of our Company, being Aastamangalam Finance Limited;

2. Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as
per specimen recorded with our Company or the Depository);

3. Folio number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as at
Record Date)/DP and Client ID;

4. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the
officials appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity
Shareholder in case of joint names, irrespective of the total value of the Rights Equity Shares applied
for pursuant to this Issue;

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5. Number of Equity Shares held as at Record Date;

6. Allotment option – only dematerialised form;

7. Number of Rights Equity Shares entitled to;

8. Number of Rights Equity Shares applied for within the Rights Entitlements.

9. Number of Additional Rights Equity Shares applied for, if any (applicable only if entire Rights
Entitlements have been applied for);

10. Total number of Rights Equity Shares applied for;

11. Total amount paid at the rate of ₹[●]per Rights Equity Share;

12. Details of the ASBA Account such as the SCSB account number, name, address and branch of the
relevant SCSB;

13. In case of non-resident Eligible Equity Shareholders making an application with an Indian address,
details of the NRE / FCNR/ NRO account such as the account number, name, address and branch of the
SCSB with which the account is maintained;

14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application
Money in the ASBA Account;

15. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence
and order as they appear in the records of the SCSB);

16. An approval obtained from any regulatory authority, if required, shall be obtained by the Eligible Equity
Shareholders and a copy of such approval from any regulatory authority, as may be required, shall be
sent to the Registrar at yuvraj@integratedindia.in; and

17. All such Eligible Equity Shareholders shall be deemed to have made the representations, warranties and
agreements set forth in “Restrictions on Purchases and Resales” on page 127 and shall include the
following:

“I/ We hereby make representations, warranties and agreements set forth in “Restrictions on Purchases and
Resales” on page 105.

I/ We acknowledge that the Company, its affiliates and others will rely upon the truth and accuracy of the
representations, warranties and agreements set forth therein.”

In cases where Multiple Application Forms are submitted for Applications pertaining to Rights Entitlements
credited to the same demat account or in demat suspense account, as applicable, including cases where an
Investor submits Application Forms along with a plain paper Application, such Applications shall be liable to be
rejected.

Investors are requested to strictly adhere to these instructions. Failure to do so could result in an Application
being rejected, with our Company and the Registrar not having any liability to the Investor. The plain paper
Application format will be available on the website of the Registrar at www.integratedindia.in.

Our Company and the Registrar shall not be responsible if the Applications are not uploaded by the SCSB or
funds are not blocked in the Investors’ ASBA Accounts on or before the Issue Closing Date.

Making of an Application by Eligible Equity Shareholders holding Equity Shares in physical form

Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights
Issue Circulars, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as
at Record Date and desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish the details

103
of their demat account to the Registrar or our Company at least two clear Working Days prior to the Issue Closing
Date, to enable the credit of their Rights Entitlements in their respective demat accounts at least one day before
the Issue Closing Date.

Prior to the Issue Opening Date, the Rights Entitlements of those Eligible Equity Shareholders, among others,
who hold Equity Shares in physical form, and whose demat account details are not available with our Company
or the Registrar, shall be credited in a demat suspense account opened by our Company.

Eligible Equity Shareholders, who hold Equity Shares in physical form as at Record Date and who have opened
their demat accounts after the Record Date, shall adhere to following procedure for participating in this Issue:

a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s),
address, e-mail address, contact details and the details of their demat account along with copy of
self-attested PAN and self-attested client master sheet of their demat account either by e-mail,
post, speed post, courier, or hand delivery so as to reach to the Registrar no later than two clear
Working Days prior to the Issue Closing Date;

b) The Registrar shall, after verifying the details of such demat account, transfer the Rights
Entitlements of such Eligible Equity Shareholders to their demat accounts at least one day before
the Issue Closing Date;

c) The remaining procedure for Application shall be same as set out in “Terms of Issue—Making of
an Application by Eligible Equity Shareholders on Plain Paper under ASBA process” on page 104.

Resident Eligible Equity Shareholders who hold Equity Shares in physical form as at the Record Date will not
be allowed to renounce their Rights Entitlements in the Issue. However, such Eligible Equity Shareholders,
where the dematerialised Rights Entitlements are transferred from the suspense demat account to the respective
demat accounts within prescribed timelines, can apply for Additional Rights Equity Shares while submitting the
Application through ASBA process.

Application for Additional Rights Equity Shares

Investors are eligible to apply for Additional Rights Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Equity Shares under applicable law and they have applied for all the
Rights Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in part.
Where the number of Additional Rights Equity Shares applied for exceeds the number available for Allotment,
the Allotment would be made as per the Basis of Allotment finalised in consultation with the Designated Stock
Exchange. Applications for Additional Rights Equity Shares shall be considered, and Allotment shall be made
in accordance with the SEBI ICDR Regulations and in the manner as set out in “Terms of Issue—Basis of
Allotment” on page 120.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for Additional Rights
Equity Shares. Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for
Additional Rights Equity Shares.

Additional general instructions for Investors in relation to making of an Application

a) Please read the Draft Letter of Offer carefully to understand the Application process and applicable
settlement process.

b) Please read the instructions on the Application Form sent to you. Application should be complete in all
respects. The Application Form found incomplete with regards to any of the particulars required to be
given therein, and/or which are not completed in conformity with the terms of this Draft Letter of Offer,
the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form are liable to be
rejected. The Application Form must be filled in English.

c) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all
necessary details as mentioned under “Terms of Issue—Making of an Application by Eligible Equity
Shareholders on Plain Paper under ASBA process” on page 104.

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d) Applications should be submitted to the Designated Branch of the SCSB or made online/electronic
through the website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block
Application Money payable on the Application in their respective ASBA Accounts. Please note that on
the Issue Closing Date, Applications through ASBA process will be uploaded until 5.00 p.m. (Indian
Standard Time) or such extended time as permitted by the Stock Exchange.

e) Applications should not be submitted to the Bankers to the Issue, our Company or the Registrar.

f) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should
mention their PAN allotted under the Income-tax Act, irrespective of the amount of the Application.
Except for Applications on behalf of the Central or the State Government, the residents of Sikkim and
the officials appointed by the courts, Applications without PAN will be considered incomplete and are
liable to be rejected. With effect from August 16, 2010, the demat accounts for Investors for which PAN
details have not been verified shall be “suspended for credit” and no Allotment and credit of Rights
Equity Shares pursuant to this Issue shall be made into the accounts of such Investors.

g) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and
occupation (“Demographic Details”) are updated, true and correct, in all respects. Investors applying
under this Issue should note that on the basis of name of the Investors, DP ID and Client ID provided
by them in the Application Form or the plain paper Applications, as the case may be, the Registrar will
obtain Demographic Details from the Depository. Therefore, Investors applying under this Issue should
carefully fill in their Depository Account details in the Application. These Demographic Details would
be used for all correspondence with such Investors including mailing of the letters intimating unblocking
of bank account of the respective Investor and/or refund. The Demographic Details given by the
Investors in the Application Form would not be used for any other purposes by the Registrar. Hence,
Investors are advised to update their Demographic Details as provided to their Depository Participants.
The Allotment Advice and the intimation on unblocking of ASBA Account or refund (if any) would be
mailed to the address of the Investor as per the Indian address provided to our Company or the Registrar
or Demographic Details received from the Depositories. The Registrar will give instructions to the
SCSBs for unblocking funds in the ASBA Account to the extent Rights Equity Shares are not Allotted
to such Investor. Please note that any such delay shall be at the sole risk of the Investors and none of
our Company, the SCSBs, or the Registrar shall be liable to compensate the Investor for any losses
caused due to any such delay or be liable to pay any interest for such delay. In case no corresponding
record is available with the Depositories that match three parameters, (a) names of the Investors
(including the order of names of joint holders), (b) DP ID, and (c) Client ID, then such Application
Forms are liable to be rejected.

h) By signing the Application Forms, Investors would be deemed to have authorised the Depositories to
provide, upon request, to the Registrar, the required Demographic Details as available on its records.

i) For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either
in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of
India. Signatures other than in any such language or thumb impression must be attested by a Notary
Public or a Special Executive Magistrate under his/her official seal. The Investors must sign the
Application as per the specimen signature recorded with the SCSB.

j) Investors should provide correct DP ID and Client ID/ Folio number (for Eligible Equity Shareholders
who hold Equity Shares in physical form as on Record Date) while submitting the Application. Such
DP ID and Client ID/ Folio number should match the demat account details in the records available with
Company and/or Registrar, failing which such Application is liable to be rejected. The investor will be
solely responsible for any error or inaccurate detail provided in the Application. Our Company, SCSBs
or the Registrar will not be liable for any such rejections.

k) In case of joint holders and physical Applications through ASBA process, all joint holders must sign
the relevant part of the Application Form in the same order and as per the specimen signature(s) recorded
with the SCSB. In case of joint Applicants, reference, if any, will be made in the first Applicant’s name
and all communication will be addressed to the first Applicant.

l) All communication in connection with Application for the Rights Equity Shares, including any change
in contact details of the Eligible Equity Shareholders should be addressed to the Registrar prior to the

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 date of Allotment in this Issue quoting the name of the first/sole Applicant, folio number (for Eligible
Equity Shareholders who hold Equity Shares in physical form as at Record Date)/DP ID and Client ID
and Application Form number, as applicable. In case of any change in contact details of the Eligible
Equity Shareholders, the Eligible Equity Shareholders should also send the intimation for such change
to the respective depository participant, or to our Company or the Registrar in case of Eligible Equity
Shareholders holding Equity Shares in physical form.

m) Investors are required to ensure that the number of Rights Equity Shares applied by them do not exceed
the prescribed limits under the applicable law.

n) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.

o) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
ground.

p) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical
Application.

q) Do not pay the Application Money in cash, by money order, pay order or postal order.

r) Do not submit multiple Applications.

s) An Applicant being an OCB is required not to be under the adverse notice of RBI and in order to apply
for this issue as an incorporated non-resident must do so in accordance with the FDI Circular 2020 and
FEMA Rules.

t) Ensure that your PAN is linked with Aadhaar and you are in compliance with CBDT notification dated
Feb 13, 2020 and press release dated June 25, 2021 and September 17, 2021.

Grounds for Technical Rejection

Applications made in this Issue are liable to be rejected on the following grounds:

a) DP ID and Client ID mentioned in Application does not match with the DP ID and Client ID records
available with the Registrar.

b) Details of PAN mentioned in the Application do not match with the PAN records available with the
Registrar.

c) Sending an Application to our Company, Registrar, to a branch of a SCSB which is not a Designated
Branch of the SCSB.

d) Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application
Money.

e) Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen
pursuant to regulatory orders.

f) Account holder not signing the Application or declaration mentioned therein.

g) Submission of more than one Application Form for Rights Entitlements available in a particular demat
account.

h) Multiple Application Forms, including cases where an Investor submits Application Forms along with
a plain paper Application.

i) Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or
State Government, the residents of Sikkim and the officials appointed by the courts).

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j) Applications by persons not competent to contract under the Indian Contract Act, 1872, except
Applications by minors having valid demat accounts as per the Demographic Details provided by the
Depositories.

k) Applications by SCSB on own account, other than through an ASBA Account in its own name with any
other SCSB.

l) Application Forms which are not submitted by the Investors within the time periods prescribed in the
Application Form and this Draft Letter of Offer.

m) Physical Application Forms not duly signed by the sole or joint Investors, as applicable.

n) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money order,
postal order or outstation demand drafts.

o) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim
relief then failure to attach a copy of such SEBI order allowing the Investor to subscribe to their Rights
Entitlements.

p) Applications which: (i) appear to our Company or its agents to have been executed in, electronically
transmitted from or dispatched from jurisdictions where the offer and sale of the Rights Equity Shares
is not permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out
in the Application Form, including to the effect that the person submitting and/or renouncing the
Application Form is outside the United States, and is eligible to subscribe for the Rights Equity Shares
under applicable securities laws and is complying with laws of jurisdictions applicable to such person
in connection with this Issue; and our Company shall not be bound to issue or allot any Rights Equity
Shares in respect of any such Application Form.

q) Applications which have evidence of being executed or made in contravention of applicable securities
laws.

r) Application from Investors that are residing in U.S. address as per the depository records.

Multiple Applications

In case where multiple Applications are made using same demat account, such Applications shall be liable to be
rejected. A separate Application can be made in respect of Rights Entitlements in each demat account of the
Investors, and such Applications shall not be treated as multiple applications. Similarly, a separate Application
can be made against Equity Shares held in dematerialised form and Equity Shares held in physical form, and
such Applications shall not be treated as multiple applications. Further supplementary Applications in relation
to further Rights Equity Shares with/without using Additional Rights Entitlement will not be treated as multiple
application. A separate Application can be made in respect of each scheme of a mutual fund registered with SEBI
and such Applications shall not be treated as multiple applications. For details, please see “Terms of Issue—
Procedure for Applications by Mutual Funds” on page 111.

In cases where Multiple Application Forms are submitted, including cases where (a) an Investor submits
Application Forms along with a plain paper Application or (b) multiple plain paper Applications (c) or multiple
applications on through ASBA, such Applications shall be treated as multiple applications and are liable to be
rejected, other than multiple applications submitted by any of our Promoters or members of our Promoter Group
to meet the minimum subscription requirements applicable to this Issue as described in “Capital Structure” on
page 42.

Procedure for Applications by certain categories of Investors

Procedure for Applications by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple
entities registered as foreign portfolio investors and directly and indirectly having common ownership of more
than 50% of common control)) shall be below 10% of our post-Issue Equity Share capital. In case the total

107
holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our
Company, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference
shares or share warrants that may be issued by our Company, the total investment made by the FPI or investor
group will be re-classified as FDI subject to the conditions as specified by SEBI and RBI in this regard and our
Company and the investor will also be required to comply with applicable reporting requirements. Further, the
aggregate limit of all FPIs investments is up to the sectoral cap applicable to the sector in which our Company
operates (i.e., 100% under automatic route).

FPIs are permitted to participate in this Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time. FPIs who wish to participate in the Issue are advised to use
the Application Form for non-residents. Subject to compliance with all applicable Indian laws, rules, regulations,
guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI may issue, subscribe to
or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any
instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that are
listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly,
only in the event (i) such offshore derivative instruments are issued only to persons registered as Category I FPI
under the SEBI FPI Regulations; (ii) such offshore derivative instruments are issued only to persons who are
eligible for registration as Category I FPIs (where an entity has an investment manager who is from the Financial
Action Task Force member country, the investment manager shall not be required to be registered as a Category
I FPI); (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and
(iv) compliance with other conditions as may be prescribed by SEBI.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to, inter alia, the following conditions:

a) such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI
Regulations; and

b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre – approved by the FPI.

Procedure for Applications by AIFs, FVCIs, VCFs and FDI route

The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things, the investment
restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among other
things, the investment restrictions on AIFs.

As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in
listed companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in
this Issue. Further, venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations,
are not permitted to invest in listed companies pursuant to rights issues. Accordingly, applications by venture
capital funds registered as category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in this
Issue. Other categories of AIFs are permitted to apply in this Issue subject to compliance with the SEBI AIF
Regulations. Such AIFs having bank accounts with SCSBs that are providing ASBA in cities / centres where
such AIFs are located are mandatorily required to make use of the ASBA facility. Otherwise, applications of
such AIFs are liable for rejection.

No investment under the FDI route (i.e., any investment which would result in the investor holding 10% or more
of the fully diluted paid-up equity share capital of our Company or any FDI investment for which an approval
from the government was taken in the past) will be allowed in the Issue unless such application is accompanied
with necessary approval or covered under a pre-existing approval from the government. It will be the sole
responsibility of the investors to ensure that the necessary approval or the pre-existing approval from the
government is valid in order to make any investment in the Issue. Our Company will not be responsible for any
Allotments made by relying on such approvals.

Procedure for Applications by NRIs

Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from NRIs that are
ineligible to participate in this Issue under applicable securities laws.

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As per the FEMA Rules, an NRI or Overseas Citizen of India (“OCI”) may purchase or sell capital instruments
of a listed Indian company on repatriation basis, on a recognised stock exchange in India, subject to the
conditions, inter alia, that the total holding by any individual NRI or OCI will not exceed 5% of the total paid-
up equity capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures
or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs
put together will not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed
10% of the paid-up value of each series of debentures or preference shares or share warrants. The aggregate
ceiling of 10% may be raised to 24%, if a special resolution to that effect is passed by the general body of the
Indian company.

Further, in accordance with press note 3 of 2020, the FDI Circular 2020 has been amended to state that all
investments by entities incorporated in a country which shares land border with India or where beneficial owner
of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require
prior approval of the Government of India. It is not clear from the press note whether or not an issue of the Rights
Equity Shares to Restricted Investors will also require prior approval of the Government of India and each
Investor should seek independent legal advice about its ability to participate in the Issue. In the event such prior
approval has been obtained, the Investor shall intimate our Company and the Registrar about such approval
within the Issue Period.

Procedure for Applications by Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and
such applications shall not be treated as multiple applications. The applications made by asset management
companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which
the application is being made.

Procedure for Applications by Systemically Important Non-Banking Financial Companies (“NBFC-SI”)

In case of an application made by NBFC-SI registered with RBI, (a) the certificate of registration issued by RBI
under Section 45IA of RBI Act, 1934 and (b) net worth certificate from its statutory auditors or any independent
chartered accountant based on the last audited financial statements is required to be attached to the application.

Last date for Application

The last date for submission of the duly filled in the Application Form or a plain paper Application is [●], 2024,
i.e., Issue Closing Date. Our Board or any committee thereof may extend the said date for such period as it may
determine from time to time, subject to the Issue Period not exceeding 30 days from the Issue Opening Date
(inclusive of the Issue Opening Date).

If the Application Form is not submitted with an SCSB, uploaded with the Stock Exchange and the Application
Money is not blocked with the SCSB, on or before the Issue Closing Date or such date as may be extended by
our Board or any committee thereof, the invitation to offer contained in this Draft Letter of Offer shall be deemed
to have been declined and our Board or any committee thereof shall be at liberty to dispose of the Equity Shares
hereby offered, as set out in “Terms of Issue—Basis of Allotment” on page 120.

Please note that on the Issue Closing Date, Applications through ASBA process will be uploaded until 5.00 p.m.
(Indian Standard Time) or such extended time as permitted by the Stock Exchange.

Please ensure that the Application Form and necessary details are filled in. In place of Application number,
Investors can mention the reference number of the e-mail received from Registrar informing about their Rights
Entitlement or last eight digits of the demat account. Alternatively, SCSBs may mention their internal reference
number in place of application number.

Withdrawal of Application

An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period by
approaching the SCSB where application is submitted. However, no Investor, whether applying through ASBA
facility, may withdraw their Application post the Issue Closing Date.

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Disposal of Application and Application Money

No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branches of the SCSBs receiving the Application Form will acknowledge its receipt by stamping
and returning the acknowledgment slip at the bottom of each Application Form.

Our Board reserves its full, unqualified and absolute right to accept or reject any Application, in whole or in part,
and in either case without assigning any reason thereto.

In case an Application is rejected in full, the whole of the Application Money will be unblocked in the respective
ASBA Accounts, in case of Applications through ASBA. Wherever an Application is rejected in part, the balance
of Application Money, if any, after adjusting any money due on Rights Equity Shares Allotted, will be refunded
/ unblocked in the respective bank accounts from which Application Money was received / ASBA Accounts of
the Investor within a period of 4 days from the Issue Closing Date. In case of failure to do so, our Company shall
pay interest at such rate and within such time as specified under applicable law.

For further instructions, please read the Application Form carefully.

III. CREDIT OF RIGHTS ENTITLEMENTS IN DEMAT ACCOUNTS OF ELIGIBLE EQUITY

SHAREHOLDERS

Rights Entitlements

As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in
dematerialised form or appears in the register of members of our Company as an Eligible Equity Shareholder in
respect of our Equity Shares held in physical form, as at the Record Date, you may be entitled to subscribe to the
number of Rights Equity Shares as set out in the Rights Entitlement Letter.

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website
of the Registrar (www.integratedindia.in) by entering their DP ID and Client ID or folio number (for Eligible
Equity Shareholders who hold Equity Shares in physical form as at Record Date) and PAN. The link for the same
shall also be available on the website of our Company (i.e www.ufindia.com).

In this regard, our Company has made necessary arrangements with NSDL and CDSL for crediting of the Rights
Entitlements to the demat accounts of the Eligible Equity Shareholders in a dematerialised form. A separate ISIN
for the Rights Entitlements has also been generated which is [●]. The said ISIN shall remain frozen (for debit)
until the Issue Opening Date. The said ISIN shall be suspended for transfer by the Depositories post the Issue
Closing Date.

Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts
of the Eligible Equity Shareholders and the demat suspense account to the Stock Exchange after completing the
corporate action. The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be
accessed by such respective Eligible Equity Shareholders on the website of the Registrar after keying in their
respective details along with other security control measures implemented thereat.

Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the
Issue Opening Date only in dematerialised form. Further, if no Application is made by the Eligible Equity
Shareholders of Rights Entitlements on or before Issue Closing Date, such Rights Entitlements shall lapse and
shall be extinguished after the Issue Closing Date. No Rights Equity Shares for such lapsed Rights Entitlements
will be credited, even if such Rights Entitlements were purchased from market and purchaser will lose the
premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required
to make an Application to apply for Rights Equity Shares offered under Rights Issue for subscribing to the Rights
Equity Shares offered under Issue.

If Eligible Equity Shareholders holding Equity Shares in physical form as at Record Date, have not provided the
details of their demat accounts to our Company or to the Registrar, they are required to provide their demat
account details to our Company or the Registrar not later than two clear Working Days prior to the Issue Closing
Date, to enable the credit of the Rights Entitlements by way of transfer from the demat suspense account to their
respective demat accounts, at least one day before the Issue Closing Date. Such Eligible Equity Shareholders

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holding shares in physical form can update the details of their respective demat accounts on the website of the
Registrar www.integratedindia.in. Such Eligible Equity Shareholders can make an Application only after the
Rights Entitlements is credited to their respective demat accounts.

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars,
the credit of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialised form only.
Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of
the Eligible Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense
account (namely, “[●] RE Suspense Account”) opened by our Company, for the Eligible Equity Shareholders
which would comprise Rights Entitlements relating to (a) Equity Shares held in the account of the IEPF authority;
or (b) the demat accounts of the Eligible Equity Shareholder which are frozen or the Equity Shares which are
lying in the unclaimed suspense account (including those pursuant to Regulation 39 of the SEBI Listing
Regulations) or details of which are unavailable with our Company or with the Registrar on the Record Date; or
(c) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as at Record Date
where details of demat accounts are not provided by Eligible Equity Shareholders to our Company or Registrar;
or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares
currently under dispute, including any court proceedings, if any; or (f) non-institutional equity shareholders in
the United States.

Eligible Equity Shareholders are requested to provide relevant details (such as copies of self-attested PAN and
client master sheet of demat account etc., details/ records confirming the legal and beneficial ownership of their
respective Equity Shares) to our Company or the Registrar not later than two clear Working Days prior to the
Issue Closing Date, i.e., by [●], 2024 to enable the credit of their Rights Entitlements by way of transfer from
the demat suspense account to their demat account at least one day before the Issue Closing Date, to enable such
Eligible Equity Shareholders to make an application in this Issue, and this communication shall serve as an
intimation to such Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also
requested to ensure that their demat account, details of which have been provided to our Company or the
Registrar account is active to facilitate the aforementioned transfer.

IV. RENUNCIATION AND TRADING OF RIGHTS ENTITLEMENT

Renouncees

All rights and obligations of the Eligible Equity Shareholders in relation to Applications and refunds pertaining
to this Issue shall apply to the Renouncee(s) as well.

Renunciation of Rights Entitlements

This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements
credited to their respective demat account either in full or in part.

The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be
subject to provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry
of Finance from time to time. However, the facility of renunciation shall not be available to or operate in favour
of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA
Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time.

The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights
Entitlements, using the secondary market platform of the Stock Exchange or through an off-market transfer. In
accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020 read with SEBI circular
SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020, the Eligible Equity Shareholders, who hold Equity
Shares in physical form as at Record Date and who have not furnished the details of their demat account to the
Registrar or our Company at least two Working Days prior to the Issue Closing Date, will not be able to renounce
their Rights Entitlements.

Procedure for Renunciation of Rights Entitlements

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts, either in full or in part (a) by using the secondary market platform of the Stock Exchange (the “On
Market Renunciation”); or (b) through an off-market transfer (the “Off Market Renunciation”), during the

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Renunciation Period. The Investors should have the demat Rights Entitlements credited / lying in his/her own
demat account prior to the renunciation. The trades through On Market Renunciation and Off Market
Renunciation will be settled by transferring the Rights Entitlements through the depository mechanism.

Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the
Rights Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or
stock-broker regarding any cost, applicable taxes, charges and expenses (including brokerage) that may be levied
for trading in Rights Entitlements.

Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on
or before the Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.

Payment Schedule of Rights Equity Shares

₹[●]per Rights Equity Share (including premium of ₹[●]per Rights Equity Share) shall be payable on
Application.

Our Company accept no responsibility to bear or pay any cost, applicable taxes, charges and expenses (including
brokerage), and such costs will be incurred solely by the Investors.

a) On Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts by trading/selling them on the secondary market platform of the Stock Exchange through a registered
stock-broker in the same manner as the existing Equity Shares.

In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, the
Rights Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall be
admitted for trading on the Stock Exchange under ISIN: [●] subject to requisite approvals. Prior to the Issue
Opening Date, our Company will obtain the approval from the Stock Exchange for trading of Rights
Entitlements. No assurance can be given regarding the active or sustained On Market Renunciation or the price
at which the Rights Entitlements will trade. The details for trading in Rights Entitlements will be as specified by
the Stock Exchange from time to time.

The Rights Entitlements are tradable in dematerialised form only. The market lot for trading of Rights
Entitlements is 1 (one) Rights Entitlements.

The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., from [●] to [●] 2024 (both days inclusive).

The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so
through their registered stock-brokers by quoting the ISIN: [●] band indicating the details of the Rights
Entitlements they intend to trade. The Investors can place order for sale of Rights Entitlements only to the extent
of Rights Entitlements available in their demat account.

The On Market Renunciation shall take place electronically on secondary market platform of BSE under
automatic order matching mechanism and on ‘T+1 rolling settlement basis’, where ‘T’ refers to the date of
trading. The transactions will be settled on trade-for-trade basis. Upon execution of the order, the stock-broker
will issue a contract note in accordance with the requirements of the Stock Exchange and the SEBI.

b) Off Market Renunciation

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts by way of an off-market transfer through a depository participant. The Rights Entitlements can be
transferred in dematerialised form only.

Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed
in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to
the Issue Closing Date to enable Renouncees to subscribe to the Rights Equity Shares in the Issue.

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The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so
through their depository participant by issuing a delivery instruction slip quoting the ISIN: [●], the details of the
buyer and the details of the Rights Entitlements they intend to transfer. The buyer of the Rights Entitlements
(unless already having given a standing receipt instruction) has to issue a receipt instruction slip to their
depository participant. The Investors can transfer Rights Entitlements only to the extent of Rights Entitlements
available in their demat account.

The instructions for transfer of Rights Entitlements can be issued during the working hours of the depository
participants.

The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by the
NSDL and CDSL from time to time.

V. MODE OF PAYMENT

All payments against the Application Forms shall be made only through ASBA facility. The Registrar will not
accept any payments against the Application Forms, if such payments are not made through ASBA facility.

In case of Application through the ASBA facility, the Investor agrees to block the entire amount payable on
Application with the submission of the Application Form, by authorising the SCSB to block an amount,
equivalent to the amount payable on Application, in the Investor’s ASBA Account. The SCSB may reject the
application at the time of acceptance of Application Form if the ASBA Account, details of which have been
provided by the Investor in the Application Form does not have sufficient funds equivalent to the amount payable
on Application mentioned in the Application Form. Subsequent to the acceptance of the Application by the
SCSB, our Company would have a right to reject the Application on technical grounds as set forth in this Draft
Letter of Offer.

After verifying that sufficient funds are available in the ASBA Account details of which are provided in the
Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned in the
Application Form until the Transfer Date. On the Transfer Date, upon receipt of intimation from the Registrar,
of the receipt of minimum subscription and pursuant to the finalisation of the Basis of Allotment as approved by
the Designated Stock Exchange, the SCSBs shall transfer such amount as per the Registrar’s instruction from
the ASBA Account into the Allotment Account(s) which shall be a separate bank account maintained by our
Company, other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013.
The balance amount remaining after the finalisation of the Basis of Allotment on the Transfer Date shall be
unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective
SCSB.

In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock invest
scheme has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.

Mode of payment for Resident Investors

All payments on the Application Forms shall be made only through ASBA facility. Applicants are requested to
strictly adhere to these instructions.

Mode of payment for Non-Resident Investors

As regards the Application by non-resident Investors, payment must be made only through ASBA facility and
using permissible accounts in accordance with FEMA, FEMA Rules and requirements prescribed by RBI and
subject to the following:

1. In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the
investment in Rights Equity Shares can be remitted outside India, subject to tax, as applicable according
to the Income-Tax Act. However, please note that conditions applicable at the time of original investment
in our Company by the Eligible Equity Shareholder including repatriation shall not change and remain
the same for subscription in the Issue or subscription pursuant to renunciation in the Issue.

2. Subject to the above, in case Rights Equity Shares are Allotted on a non-repatriation basis, the dividend
and sale proceeds of the Rights Equity Shares cannot be remitted outside India.

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3. In case of an Application Form received from non-residents, Allotment, refunds and other distribution, if
any, will be made in accordance with the guidelines and rules prescribed by RBI as applicable at the time
of making such Allotment, remittance and subject to necessary approvals.

4. Application Forms received from non-residents/ NRIs, or persons of Indian origin residing abroad for
Allotment of Rights Equity Shares shall, amongst other things, be subject to conditions, as may be
imposed from time to time by RBI under FEMA, in respect of matters including Refund of Application
Money and Allotment.

5. In the case of NRIs who remit their Application Money from funds held in FCNR/NRE Accounts, refunds
and other disbursements, if any shall be credited to such account.

6. Non-resident Renouncees who are not Eligible Equity Shareholders must submit regulatory approval for
applying for Additional Rights Equity Shares.

VI. BASIS FOR THIS ISSUE AND TERMS OF THIS ISSUE

The Rights Equity Shares are being offered for subscription to the Eligible Equity Shareholders whose names
appear as beneficial owners as per the list to be furnished by the Depositories in respect of our Equity Shares
held in dematerialised form and on the register of members of our Company in respect of our Equity Shares held
in physical form at the close of business hours on the Record Date.

For principal terms of Issue such as face value, Issue Price, Rights Entitlement ratio, please see “The Issue” on
page 36.

Fractional Entitlements

The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of [●]
Equity Share for every [●] Equity Shares held on the Record Date. For Equity Shares being offered on a rights
basis under this Issue, if the shareholding of any of the Eligible Equity Shareholders is less than [●] Equity Shares
or not in the multiple of [●] the fractional entitlement of such Eligible Equity Shareholders shall be ignored in
the computation of the Rights Entitlement. However, the Eligible Equity Shareholders whose fractional
entitlements are being ignored, will be given preferential consideration for the allotment of one additional Equity
Share each if they apply for additional Equity Shares over and above their Rights Entitlement, if any.

Further, the Eligible Equity Shareholders holding less than [●] Equity Shares shall have ‘zero’ entitlement in the
Issue. Such Eligible Equity Shareholders are entitled to apply for additional Equity Shares and will be given
preference in the allotment of one additional Equity Share if, such Eligible Equity Shareholders apply for the
additional Equity Shares. However, they cannot renounce the same in favour of third parties and the application
forms shall be non-negotiable.

Ranking

The Rights Equity Shares to be issued and Allotted pursuant to this Issue shall be subject to the provisions of
this Draft Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and
the Memorandum of Association and the Articles of Association, the provisions of the Companies Act, 2013,
FEMA, the SEBI ICDR Regulations, the SEBI Listing Regulations, and the guidelines, notifications and
regulations issued by SEBI, the Government of India and other statutory and regulatory authorities from time to
time, the terms of the Listing Agreements entered into by our Company with the Stock Exchange and the terms
and conditions as stipulated in the Allotment advice. The Rights Equity Shares to be issued and Allotted under
this Issue shall, upon being fully paid-up rank paripassu with the existing Equity Shares, in all respects including
dividends.

Listing and trading of the Rights Equity Shares to be issued pursuant to this Issue

Subject to receipt of the listing and trading approvals, the Rights Equity Shares proposed to be issued on a rights
basis shall be listed and admitted for trading on the Stock Exchange. Unless otherwise permitted by the SEBI
ICDR Regulations, the Rights Equity Shares Allotted pursuant to this Issue will be listed as soon as practicable
and all steps for completion of necessary formalities for listing and commencement of trading in the Rights

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Equity Shares will be taken within such period prescribed under the SEBI ICDR Regulations. Our Company has
received in-principle approval from the BSE through letter bearing reference number [●] dated [●]. Our
Company will apply to the Stock Exchange for final approvals for the listing and trading of the Rights Equity
Shares subsequent to their Allotment. No assurance can be given regarding the active or sustained trading in the
Rights Equity Shares or the price at which the Rights Equity Shares offered under this Issue will trade after the
listing thereof.

The existing Equity Shares are listed and traded on BSE (Scrip Code: 5111764) under the ISIN: INE819K01014.
The Rights Equity Shares shall be credited to a temporary ISIN which will be frozen until the receipt of the final
listing/ trading approvals from the Stock Exchange. Upon receipt of such listing and trading approvals, the Rights
Equity Shares shall be debited from such temporary ISIN and credited to the new ISIN for the Rights Equity
Shares and thereafter be available for trading and the temporary ISIN shall be permanently deactivated in the
depository system of CDSL and NSDL.

The listing and trading of the Rights Equity Shares issued pursuant to this Issue shall be based on the current
regulatory framework then applicable. Accordingly, any change in the regulatory regime would affect the listing
and trading schedule.

In case our Company fails to obtain listing or trading permission from the Stock Exchange, our Company shall
refund through verifiable means/unblock the respective ASBA Accounts, the entire monies received/blocked
within four days of receipt of intimation from the Stock Exchange, rejecting the application for listing of the
Rights Equity Shares, and if any such money is not refunded/ unblocked within four days after our Company
becomes liable to repay it, our Company and every director of our Company who is an officer-in-default shall,
on and from the expiry of the fourth day, be jointly and severally liable to repay that money with interest at rates
prescribed under applicable law.

Subscription to this Issue by our Promoters and members of our Promoter Group

Our promoter does not intend to subscribe to his entitlement in this rights issue.

Rights of Holders of Rights Equity Shares

Subject to applicable laws, Equity Shareholders who have been Allotted Rights Equity Shares pursuant to the
Issue shall have the following rights:

a) The right to receive dividend, if declared;

b) The right to receive surplus on liquidation;

c) The right to receive offers for rights shares and be allotted bonus shares, if announced;

d) The right to free transferability of Rights Equity Shares;

e) The right to attend general meetings of our Company and exercise voting powers in accordance with
law, unless prohibited / restricted by law and as disclosed in this Draft Letter of Offer; and

f) Such other rights may be available to a shareholder of a listed public company under the Companies
Act, 2013, the Memorandum of Association and the Articles of Association.

VII. GENERAL TERMS OF THE ISSUE

Market Lot

The Rights Equity Shares shall be tradable only in dematerialised form. The market lot for the Rights Equity
Shares in dematerialised mode is one Equity Share.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the
same as the joint holders with the benefit of survivorship subject to the provisions contained in our Articles of

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Association. In case of Equity Shares held by joint holders, the Application submitted in physical mode to the
Designated Branch of the SCSBs would be required to be signed by all the joint holders (in the same order as
appearing in the records of the Depository) to be considered as valid for allotment of the Rights Equity Shares
offered in this Issue.

Nomination

Nomination facility is available in respect of the Rights Equity Shares in accordance with the provisions of the
Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture)
Rules, 2014.

Since the Allotment is in dematerialised form, there is no need to make a separate nomination for the Equity
Shares to be Allotted in this Issue. Nominations registered with the respective DPs of the Investors would prevail.
Any Investor holding Equity Shares in dematerialised form and desirous of changing the existing nomination is
requested to inform its Depository Participant.

Arrangements for Disposal of Odd Lots

The Rights Equity Shares shall be traded in dematerialised form only and, therefore, the marketable lot shall be
one Rights Equity Share and hence, no arrangements for disposal of odd lots are required.

Notices

In accordance with the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, the Letter of Offer, the
Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other applicable Issue material
will be sent/ dispatched only to the Eligible Equity Shareholders who have provided Indian address. In case such
Eligible Equity Shareholders have provided their valid e-mail address, the Abridged Letter of Offer, the
Application Form, the Rights Entitlement Letter and other Issue material will be sent only to their valid e-mail
address and in case such Eligible Equity Shareholders have not provided their e-mail address, then the Abridged
Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material will be physically
dispatched, on a reasonable effort basis, to the Indian addresses provided by them.

All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in one
English language national daily newspaper with wide circulation, one Hindi language national daily newspaper
with wide circulation and one Marathi language daily newspaper with wide circulation (Marathi being the
regional language of Mumbai, where our Registered Office is located).

This Draft Letter of Offer, the Abridged Letter of Offer and the Application Form shall also be submitted with
the Stock Exchange for making the same available on their websites.

Offer to Non-Resident Eligible Equity Shareholders/Investors

As per Rule 7 of the FEMA Rules, RBI has given general permission to a person resident outside India and
having investment in an Indian company to make investment in rights equity shares issued by such company
subject to certain conditions. Further, as per the Master Direction on Foreign Investment in India dated January
4, 2018 issued by RBI, non-residents may, amongst other things, subject to the conditions set out therein (i)
subscribe for additional shares over and above their rights entitlements; (ii) renounce the shares offered to them
either in full or part thereof in favour of a person named by them; or (iii) apply for the shares renounced in their
favour. Applications received from NRIs and non-residents for allotment of Rights Equity Shares shall be,
amongst other things, subject to the conditions imposed from time to time by RBI under FEMA in the matter of
Application, refund of Application Money, Allotment of Rights Equity Shares and issue of Rights Entitlement
Letters/ letters of Allotment/Allotment advice. If a non-resident or NRI Investor has specific approval from RBI
or any other governmental authority, in connection with his shareholding in our Company, such person should
enclose a copy of such approval with the Application details and send it to the Registrar at
(www.integratedindia.in). It will be the sole responsibility of the investors to ensure that the necessary approval
from the RBI or the governmental authority is valid in order to make any investment in the Issue and our
Company will not be responsible for any such allotments made by relying on such approvals.

The Abridged Letter of Offer, the Rights Entitlement Letter and Application Form shall be sent only to the Indian
addresses of the non-resident Eligible Equity Shareholders on a reasonable efforts basis, who have provided an

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Indian address to our Company and located in jurisdictions where the offer and sale of the Rights Equity Shares
may be permitted under laws of such jurisdictions, Eligible Equity Shareholders can access the Letter of Offer,
the Abridged Letter of Offer and the Application Form (provided that the Eligible Equity Shareholder is eligible
to subscribe for the Rights Equity Shares under applicable securities laws) from the websites of the Registrar,
our Company and the Stock Exchange. Further, Application Forms will be made available at Registered Office
of our Company for the non-resident Indian Applicants. Our Board may at its absolute discretion, agree to such
terms and conditions as may be stipulated by RBI while approving the Allotment. The Rights Equity Shares
purchased by non-residents shall be subject to the same conditions including restrictions in regard to the
repatriation as are applicable to the original Equity Shares against which Rights Equity Shares are issued on
rights basis.

In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be opened.
Any Application from a demat account which does not reflect the accurate status of the Applicant is liable to be
rejected at the sole discretion of our Company.

Please also note that pursuant to Circular No. 14 dated September 16, 2003, issued by RBI, OCBs have been
derecognised as an eligible class of investors and RBI has subsequently issued the Foreign Exchange
Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003.
Any Investor being an OCB is required not to be under the adverse notice of RBI and to obtain prior approval
from RBI for applying in this Issue as an incorporated non-resident must do so in accordance with the FDI
Circular 2020 and FEMA Rules.

The non-resident Eligible Equity Shareholders can update their Indian address in the records maintained by the
Registrar and our Company by submitting their respective copies of self-attested proof of address, passport, etc.
by email to [●].

ALLOTMENT OF THE RIGHTS EQUITY SHARES IN DEMATERIALISED FORM

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALISED FORM AND TO THE SAME DEPOSITORY ACCOUNT
IN WHICH OUR EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE.
FOR DETAILS, PLEASE SEE “ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA
ACCOUNTS” ON PAGE 121.

VIII. ISSUE SCHEDULE

LAST DATE FOR CREDIT OF RIGHTS ENTITLEMENTS [●]

ISSUE OPENING DATE [●]
LAST DATE FOR ON MARKET RENUNCIATION OF RIGHTS [●]
ENTITLEMENTS #
ISSUE CLOSING DATE* [●]
FINALISATION OF BASIS OF ALLOTMENT (ON OR ABOUT) [●]
DATE OF ALLOTMENT (ON OR ABOUT) [●]
DATE OF CREDIT (ON OR ABOUT) [●]
DATE OF LISTING (ON OR ABOUT) [●]

# Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the
Renouncees on or prior to the Issue Closing Date.
* Our Board or a duly authorised committee thereof will have the right to extend the Issue Period as it may
determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue
Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue
Closing Date.

Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as at Record Date, have
not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide
their demat account details to our Company or the Registrar not later than two clear Working Days prior to the
Issue Closing Date, i.e., [●], to enable the credit of the Rights Entitlements by way of transfer from the demat
suspense account to their respective demat accounts, at least one day before the Issue Closing Date, i.e., [●]. If
demat account details are not provided by the Eligible Equity Shareholders holding Equity Shares in physical

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form to the Registrar or our Company by the date mentioned above, such shareholders will not be allotted any
Rights Equity Shares, nor such Rights Equity Shares be kept in suspense account on behalf of such shareholder
in this regard. Such Eligible Equity Shareholders are also requested to ensure that their demat account, details of
which have been provided to our Company or the Registrar, is active to facilitate the aforementioned transfer.
Eligible Equity Shareholders holding Equity Shares in physical form can update the details of their demat
accounts on the website of the Registrar (i.e., [●]). Such Eligible Equity Shareholders can make an Application
only after the Rights Entitlements is credited to their respective demat accounts. Eligible Equity Shareholders
can obtain the details of their Rights Entitlements from the website of the Registrar (i.e.,
(www.integratedindia.in). by entering their DP ID and Client ID or Folio Number (in case of Eligible Equity
Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also be available on
the website of our Company.

IX. BASIS OF ALLOTMENT

Subject to the provisions contained in the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter, the Application Form, the Articles of Association and the approval of the Designated Stock Exchange,
our Board will proceed to Allot the Rights Equity Shares in the following order of priority:

a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlements of
Rights Equity Shares either in full or in part and also to the Renouncee(s) who has or have applied for
Rights Equity Shares renounced in their favour, in full or in part.

b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity
Shareholders with zero entitlement, would be given preference in allotment of one Additional Rights
Equity Share each if they apply for Additional Rights Equity Shares. Allotment under this head shall be
considered if there are any unsubscribed Rights Equity Shares after allotment under (a) above. If number
of Rights Equity Shares required for Allotment under this head are more than the number of Rights Equity
Shares available after Allotment under (a) above, the Allotment would be made on a fair and equitable
basis in consultation with the Designated Stock Exchange and will not be a preferential allotment.

c) Allotment to the Eligible Equity Shareholders who having applied for all the Rights Equity Shares offered
to them as part of this Issue, have also applied for Additional Rights Equity Shares. The Allotment of
such Additional Rights Equity Shares will be made as far as possible on an equitable basis having due
regard to the number of Equity Shares held by them on the Record Date, provided there are any
unsubscribed Rights Equity Shares after making full Allotment in (a) and (b) above. The Allotment of
such Rights Equity Shares will be at the sole discretion of our Board or its Rights Issue Committee in
consultation with the Designated Stock Exchange, as a part of this Issue and will not be a preferential
allotment.

d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour,
have applied for Additional Rights Equity Shares provided there is surplus available after making full
Allotment under (a), (b) and (c) above. The Allotment of such Rights Equity Shares will be made on a
proportionate basis in consultation with the Designated Stock Exchange, as a part of this Issue and will
not be a preferential allotment.

e) Allotment to any other person, subject to applicable laws, that our Board may deem fit, provided there is
surplus available after making Allotment under (a), (b), (c) and (d) above, and the decision of our Board
in this regard shall be final and binding.

After taking into account Allotment to be made under (a) to (d) above, if there is any unsubscribed portion, the
same shall be deemed to be ‘unsubscribed’.

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Controlling Branches, a list of the Investors who have been allocated Rights Equity Shares in this Issue, along
with:

1. The amount to be transferred from the ASBA Account to the separate bank account opened by our
Company for this Issue, for each successful Application;

2. The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and

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 3. The details of rejected ASBA applications, if any, to enable the SCSBs to unblock the respective ASBA
Accounts.

Further, the list of Applicants eligible for refund with corresponding amount will also be shared with Banker to
the Issue to refund such Applicants.

X. ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS

Our Company will send/ dispatch Allotment advice, refund intimations or demat credit of securities and/or letters
of regret, only to the Eligible Equity Shareholders who have provided Indian address. In case such Eligible
Equity Shareholders have provided their valid e-mail address, Allotment advice, refund intimations or demat
credit of securities and/or letters of regret will be sent only to their valid e-mail address and in case such Eligible
Equity Shareholders have not provided their e-mail address, then the Allotment advice, refund intimations or
demat credit of securities and/or letters of regret will be dispatched, on a reasonable effort basis, to the Indian
addresses provided by them along with crediting the Allotted Rights Equity Shares to the respective beneficiary
accounts (only in dematerialised mode) or in a demat suspense account (in respect of Eligible Equity
Shareholders holding Equity Shares in physical form on the Allotment Date) or issue instructions for unblocking
the funds in the respective ASBA Accounts, if any, within a period of 4 (Four) days from the Issue Closing Date.
In case of failure to do so, our Company and our Directors who are “officers in default” shall pay interest at 15%
p.a. and such other rate as specified under applicable law from the expiry of such 4 (Four) days’ period.

The Rights Entitlements will be credited in the dematerialised form using electronic credit under the depository
system and the Allotment advice shall be sent, through a mail, to the Indian mail address provided to our
Company or at the address recorded with the Depository.

In the case of non-resident Investors who remit their Application Money from funds held in the NRE or the
FCNR Accounts, unblocking refunds and/or payment of interest or dividend and other disbursements, if any,
shall be credited to such accounts.

Where an Applicant has applied for Additional Rights Equity Shares in the Issue and is Allotted a lesser number
of Rights Equity Shares than applied for, the excess Application Money paid/blocked shall be unblocked. The
unblocking of ASBA funds / refund of monies shall be completed be within such period as prescribed under the
SEBI ICDR Regulations. In the event that there is a delay in making refunds beyond such period as prescribed
under applicable law, our Company shall pay the requisite interest at such rate as prescribed under applicable
law.

XI. PAYMENT OF REFUND

Mode of making refunds

The payment of refund, if any, including in the event of oversubscription or failure to list or otherwise would be
done through any of the following modes.

a) Unblocking amounts blocked using ASBA facility.

b) NACH – National Automated Clearing House is a consolidated system of electronic clearing service.
Payment of refund would be done through NACH for Applicants having an account at one of the centres
specified by RBI, where such facility has been made available. This would be subject to availability of
complete bank account details including a Magnetic Ink Character Recognition (“MICR”) code
wherever applicable from the depository. The payment of refund through NACH is mandatory for
Applicants having a bank account at any of the centres where NACH facility has been made available
by RBI (subject to availability of all information for crediting the refund through NACH including the
MICR code as appearing on a cheque leaf, from the depositories), except where Applicant is otherwise
disclosed as eligible to get refunds through NEFT or Direct Credit or RTGS.

c) National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be undertaken through
NEFT wherever the Investors’ bank has been assigned the Indian Financial System Code (“IFSC
Code”), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be
obtained from the website of RBI as at a date immediately prior to the date of payment of refund, duly

119
 mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR number
and their bank account number with the Registrar, to our Company or with the Depository Participant
while opening and operating the demat account, the same will be duly mapped with the IFSC Code of
that particular bank branch and the payment of refund will be made to the Investors through this method.

d) Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to receive
refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be
borne by our Company.

e) RTGS – If the refund amount exceeds ₹2,00,000, the Investors have the option to receive refund through
RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS are
required to provide the IFSC Code in the Application Form. In the event the same is not provided, a
refund shall be made through NACH or any other eligible mode. Charges, if any, levied by the Refund
Bank(s) for the same would be borne by our Company. Charges, if any, levied by the Investor’s bank
receiving the credit would be borne by the Investor.

f) For all other Investors, the refund orders will be dispatched through speed post or registered post subject
to applicable laws. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour
of the sole/first Investor and payable at par.

g) Credit of refunds to Investors in any other electronic manner, permissible by SEBI from time to time.

Refund payment to non-residents

The Application Money will be unblocked in the ASBA Account of the non-resident Applicants, details of which
were provided in the Application Form.

XII. ALLOTMENT ADVICE OR DEMAT CREDIT OF SECURITIES

The demat credit of securities to the respective beneficiary accounts will be credited within 15 days from the
Issue Closing Date or such other timeline in accordance with applicable laws.

Receipt of the Rights Equity Shares in Dematerialised Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN
BE ALLOTTED ONLY IN DEMATERIALISED FORM AND TO (A) THE SAME DEPOSITORY
ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY SUCH
INVESTOR ON THE RECORD DATE, OR (B) THE DEPOSITORY ACCOUNT, DETAILS OF
WHICH HAVE BEEN PROVIDED TO OUR COMPANY OR THE REGISTRAR AT LEAST TWO
CLEAR WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE ELIGIBLE EQUITY
SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM AS AT THE RECORD DATE.

Investors shall be Allotted the Rights Equity Shares in dematerialised (electronic) form. Our Company has signed
two agreements with the respective Depositories and the Registrar to the Issue, which enables the Investors to
hold and trade in the securities issued by our Company in a dematerialised form, instead of holding the Equity
Shares in the form of physical certificates:

a) Tripartite agreement dated [●] amongst our Company, NSDL and the Registrar to the Issue; and

b) Tripartite agreement dated [●] amongst our Company, CDSL and the Registrar to the Issue.

INVESTORS MAY PLEASE NOTE THAT THE RIGHTS EQUITY SHARES CAN BE TRADED ON
THE STOCK EXCHANGES ONLY IN DEMATERIALISED FORM

The procedure for availing the facility for Allotment of Rights Equity Shares in this Issue in the dematerialised
form is as under:

1. Open a beneficiary account with any depository participant (care should be taken that the beneficiary
account should carry the name of the holder in the same manner as is registered in the records of our

120
 Company. In the case of joint holding, the beneficiary account should be opened carrying the names of
the holders in the same order as registered in the records of our Company). In case of Investors having
various folios in our Company with different joint holders, the Investors will have to open separate
accounts for such holdings. Those Investors who have already opened such beneficiary account(s) need
not adhere to this step.

2. It should be ensured that the depository account is in the name(s) of the Investors and the names are in
the same order as in the records of our Company or the Depositories.

3. The responsibility for correctness of information filled in the Application Form vis-a-vis such information
with the Investor’s depository participant, would rest with the Investor. Investors should ensure that the
names of the Investors and the order in which they appear in Application Form should be the same as
registered with the Investor’s depository participant.

4. If incomplete or incorrect beneficiary account details are given in the Application Form, the Investor will
not get any Rights Equity Shares and the Application Form will be rejected.

5. The Rights Equity Shares will be allotted to Applicants only in dematerialised form and would be directly
credited to the beneficiary account as given in the Application Form after verification or demat suspense
account (pending receipt of demat account details for resident Eligible Equity Shareholders holding
Equity Shares in physical form/ with Investor Education and Protection Fund (IEPF) authority/ in
suspense, etc.). Allotment advice, refund order (if any) would be sent through physical dispatch, by the
Registrar but the Applicant’s depository participant will provide to him the confirmation of the credit of
such Rights Equity Shares to the Applicant’s depository account.

6. Non-transferable Allotment advice/ refund intimation will be directly sent to the Investors by the
Registrar, through physical dispatch.

7. Renouncees will also have to provide the necessary details about their beneficiary account for Allotment
of Rights Equity Shares in this Issue. In case these details are incomplete or incorrect, the Application is
liable to be rejected.

XIII. IMPERSONATION

Attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013 which is reproduced below:

“Any person who –

a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or

b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or

c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
₹0.1 crore or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved
in the fraud, extending up to three times such amount (provided that where the fraud involves public interest,
such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹0.1 crore or
one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with
fine which may extend to ₹0.5 crore or with both.

XIV. UTILISATION OF ISSUE PROCEEDS

Our Board declares that:

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A. All monies received out of this Issue shall be transferred to a separate bank account;

B. Details of all monies utilized out of this Issue referred to under (A) above shall be disclosed, and
continue to be disclosed until the time any part of the Issue Proceeds remains unutilized, under an
appropriate separate head in the balance sheet of our Company indicating the purpose for which such
monies have been utilized; and

C. Details of all unutilized monies out of this Issue referred to under (A) above, if any, shall be disclosed
under an appropriate separate head in the balance sheet of our Company indicating the form in which
such unutilized monies have been invested.

XV. UNDERTAKINGS BY OUR COMPANY

Our Company undertakes the following:

1. The complaints received in respect of this Issue shall be attended to by our Company expeditiously and
satisfactorily.

2. All steps for completion of the necessary formalities for listing and commencement of trading at all Stock
Exchange where the Equity Shares are to be listed will be taken by our Board within the period prescribed
by SEBI.

3. The funds required for unblocking to unsuccessful Applicants as per the mode(s) disclosed shall be made
available to the Registrar by our Company.

4. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to
the Applicant within 15 days of the Issue Closing Date, giving details of the banks where refunds shall
be credited along with amount and expected date of electronic credit of refund.

5. In case of unblocking of the Application Money for unsuccessful Applicants or part of the Application
Money in case of proportionate Allotment, a suitable communication shall be sent to the Applicants.

6. Adequate arrangements shall be made to collect all ASBA Applications.

7. As of the date of this Draft Letter of Offer, our Company had not issued any outstanding compulsorily
convertible debt instruments. Further, except as disclosed in this Draft Letter of Offer, our Company has
not issued any outstanding convertible debt instruments.

8. Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to
time.

XVI. INVESTOR GRIEVANCES, COMMUNICATION AND IMPORTANT LINKS

1. Please read this Draft Letter of Offer carefully before taking any action. The instructions contained in the
Application Form, Abridged Letter of Offer and the Rights Entitlement Letter are an integral part of the
conditions of this Draft Letter of Offer and must be carefully followed; otherwise, the Application is liable
to be rejected.

2. All enquiries in connection with this Draft Letter of Offer must be addressed (quoting the registered folio
number in case of Eligible Equity Shareholders who hold Equity Shares in physical form as at Record
Date or the DP ID and Client ID number, the Application Form number and the name of the first Eligible
Equity Shareholder as mentioned on the Application Form and superscribed “Aastamangalam Finance
Limited– Rights Issue” on the envelope and postmarked in India) to the Registrar at the following
address:

Integrated Registry Management Services Pvt Ltd

Kences Towers,
2nd Floor, No.1, Ramakrishna Street,

122
 North Usman Road, T.Nagar,
Chennai - 600 017
Telephone: +91 44 28140801-803
Email: yuvraj@integratedindia.in
Website:www.integratedindia.in
Contact Person: Mr. Yuvraj
SEBI Registration Number: INR000000544

3. In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic
dedicated investor helpdesk for guidance on the Application process and resolution of difficulties faced
by the Investors will be available on the website of the Registrar (www.integratedindia.in). Further,
helpline number provided by the Registrar for guidance on the Application process and resolution of
difficulties is +91 810 811 4949

4. The Investors can visit following links for the below-mentioned purposes:

a) Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on the
Application process and resolution of difficulties faced by the Investors: www.integratedindia.in.

b) Updation of Indian address/ e-mail address/ phone or mobile number in the records maintained by the
Registrar or our Company: www.integratedindia.in.

c) Updation of demat account details by Eligible Equity Shareholders holding shares in physical form:
www.integratedindia.in.

d) Submission of self-attested PAN, client master sheet and demat account details by non- resident
Eligible Equity Shareholders: https: www.integratedindia.in.

This Issue will remain open for a minimum 7 (Seven) days. However, our Board will have the right to extend
the Issue Period as it may determine from time to time but not exceeding 30 (Thirty) days from the Issue Opening
Date (inclusive of the Issue Closing Date).

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and FEMA. While the Industrial Policy, 1991, prescribes the limits and the conditions subject to which
foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner
in which such investment may be made. Under the Industrial Policy, 1991, unless specifically restricted, foreign
investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such
investment. Accordingly, the process for foreign direct investment (“FDI”) and approval from the Government
of India will not be handled by the concerned ministries or departments, in consultation with the Department for
Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly
known as the Department of Industrial Policy and Promotion) (“DPIIT”), Ministry of Finance, Department of
Economic Affairs through the FDI Circular 2020 (defined below).

The DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Circular 2020”), which, with effect from
October 15, 2020, consolidated and superseded all previous press notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect as at October 15, 2020. The Government proposes to update
the consolidated circular on FDI policy once every year and therefore, FDI Circular 2020 will be valid until the
DPIIT issues an updated circular. The Government of India has from time to time made policy pronouncements
on FDI through press notes and press releases which are notified by RBI as amendments to FEMA. In case of
any conflict, the relevant notification under the FEMA Rules will prevail. The payment of inward remittance and
reporting requirements are stipulated under the Foreign Exchange Management (Mode of Payment and Reporting
of Non-Debt Instruments) Regulations, 2019 issued by RBI.

On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules,
which had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident
Outside India) Regulations 2017. Foreign investment in this Offer shall be on the basis of the FEMA Rules.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22,2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which
shares land border with India or where the beneficial owner of an investment into India is situated in or is a
citizen of any such country, will require prior approval of the Government, as prescribed in the Consolidated
FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign
direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within
the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval
of the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth
Amendment) Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member,
shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of
the investments of such bank of fund in India.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI,
provided that (i) the activities of the investee company falls under the automatic route as provided in the FDI
Policy and FEMA and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-
resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with
the guidelines prescribed by SEBI and RBI.

Please also note that pursuant to Circular no. 14 dated September 16, 2003, issued by RBI, Overseas Corporate
Bodies (“OCBs”) have been derecognised as an eligible class of investors and RBI has subsequently issued the
Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of RBI and in order
to apply for this issue as an incorporated non-resident must do so in accordance with the FDI Circular 2020 and
FEMA Rules. Further, while investing in the Issue, the Investors are deemed to have obtained the necessary
approvals, as required, under applicable laws and the obligation to obtain such approvals shall be upon the
Investors. Our Company shall not be under an obligation to obtain any approval under any of the applicable laws
on behalf of the Investors and shall not be liable in case of failure on part of the Investors to obtain such approvals.

The above information is given for the benefit of the Applicants / Investors. Our Company is not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Draft Letter of Offer. Investors are advised to make their independent investigations and ensure that the number
of Rights Equity Shares applied for do not exceed the applicable limits under laws or regulations.

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 RESTRICTIONS ON PURCHASES AND RESALES

Eligibility and Restrictions

General

No action has been taken or will be taken to permit an offering of the Rights Entitlements or the Rights Equity
Shares to occur in any jurisdiction, or the possession, circulation, or distribution of the Letter of Offer or any
other Issue Material in any jurisdiction where action for such purpose is required, except that the Letter of Offer
will be filed with the Stock Exchange and submitted to the SEBI for information and dissemination.

The Rights Entitlement and the Rights Equity Shares may not be offered or sold, directly or indirectly, and the
Letter of Offer and any other Issue Materials may not be distributed, in whole or in part, in or into: (i) the United
States, or (ii) any jurisdiction other than India except in accordance with the legal requirements applicable in
such jurisdiction.

Receipt of the Letter of Offer or any other Issue Materials (including by way of electronic means) will not
constitute an offer, invitation to or solicitation by anyone: (i) in the United States or (ii) any jurisdiction in any
circumstances in which such an offer, invitation or solicitation is unlawful or not authorised or to any person to
whom it is unlawful to make such an offer, invitation or solicitation. In those circumstances, the Letter of Offer
and any other Issue Materials must be treated as sent for information only and should not be acted upon for
subscription to Rights Equity Shares and should not be copied or re-distributed. Accordingly, persons receiving
a copy of the Letter of Offer and any other Issue Materials should not distribute or send the Letter of Offer or
any such documents in or into any jurisdiction where to do so would or might contravene local securities laws
or regulations or would subject our Company or its affiliates to any filing or registration requirement (other than
in India). If the Letter of Offer or any other Issue Material is received by any person in any such jurisdiction or
the United States, they must not seek to subscribe to the Rights Equity Shares.

Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Rights Equity
Shares, applying for excess Rights Equity Shares or making any offer, sale, resale, pledge or other transfer of the
Rights Entitlements or the Rights Equity Shares. Rights Entitlements may not be transferred or sold to any person
outside India except in accordance with applicable law.

The Letter of Offer is, and the other Issue Materials will be, supplied to you solely for your information and may
not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole
or in part, for any purpose.

Each person who exercises the Rights Entitlements and subscribes for the Rights Equity Shares, or who purchases
the Rights Entitlements, or the Rights Equity Shares shall do so in accordance with the restrictions set out above
and below.

Australia

The Letter of Offer does not constitute a prospectus or other disclosure document under the Corporations Act
2001 (Cth) (“Australian Corporations Act”) and does not purport to include the information required of a
disclosure document under the Australian Corporations Act. The Letter of Offer is not a disclosure document
under Chapter 6D of the Corporations Act of Australia and it has not been lodged with the Australian Securities
and Investments Commission (“ASIC”) and no steps have been taken to lodge it as such with ASIC. It is not
required to, and does not, contain all the information which would be required in a disclosure document.

Any offer in Australia of the Rights Entitlements and Equity Shares under the Letter of Offer may only be made
to persons who are “sophisticated investors” (within the meaning of section 708(8) of the Australian Corporations
Act), to “professional investors” (within the meaning of section 708(11) of the Australian Corporations Act) or
otherwise pursuant to one or more exemptions under section 708 of the Australian Corporations Act so that it is
lawful to offer the Rights Entitlements and Equity Shares in Australia without disclosure to investors under Part
6D.2 of the Australian Corporations Act.

If you are acting on behalf of, or acting as agent or nominee for, an Australian resident and you are a recipient
of the Letter of Offer, and any offers made under the Letter of Offer, you represent to the Issuer that you will not
provide the Letter of Offer or communicate any offers made under the Letter of Offer to, or make any applications

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or receive any offers for Rights Entitlements or the Equity Shares for, any Australian residents unless they are a
“sophisticated investor” or a “professional investor” as defined by section 708 of the Australian Corporations
Act.

Any offer of the Rights Entitlements or the Equity Shares for on-sale that is received in Australia within 12
months after their issue by our Company, or within 12 months after their sale by a selling security holder under
the Issue, as applicable, is likely to need prospectus disclosure to investors under Part 6D.2 of the Australian
Corporations Act, unless such offer for on-sale in Australia is conducted in reliance on a prospectus disclosure
exemption under section 708 of the Australian Corporations Act or otherwise. Any persons acquiring the Rights
Entitlements and the Equity Shares should observe such Australian on-sale restrictions.

Bahrain

The Letter of Offer and the Rights Entitlements and the Rights Equity Shares that are offered pursuant to the
Letter of Offer have not been registered, filed, approved or licensed by the Central Bank of Bahrain (“CBB”),
the Bahrain Bourse, the Ministry of Industry, Commerce and Tourism (“MOICT”) or any other relevant licensing
authorities in the Kingdom of Bahrain.

The CBB, the Bahrain Bourse and the MOICT of the Kingdom of Bahrain takes no responsibility for the accuracy
of the statements and information contained in the Letter of Offer, nor shall they have any liability to any person,
investor or otherwise for any loss or damage resulting from reliance on any statements or information contained
herein. The Letter of Offer is only intended for Accredited Investors as defined by the CBB We have not made
and will not make any invitation to the public in the Kingdom of Bahrain to subscribe to the Rights Equity Shares
and the Letter of Offer will not be issued to, passed to, or made available to the public generally in the Kingdom
of Bahrain. All marketing and offering of the Rights Equity Shares shall be made outside the Kingdom of
Bahrain. The CBB has not reviewed, nor has it approved the Letter of Offer and any related offering documents
or the marketing thereof in the Kingdom of Bahrain. The CBB is not and will not be responsible for the
performance of Rights Equity Shares.

British Virgin Islands

No offer or invitation to subscribe for the Rights Entitlements and the Rights Equity Shares has been or will be
made to the public in the British Virgin Islands.

China

No action has been taken by our Company which would permit an offering of Rights Entitlements or the Rights
Equity Shares or the distribution of the Letter of Offer in the People's Republic of China (“PRC”). The Letter of
Offer may not be circulated or distributed in the PRC and the Rights Entitlements, and the Rights Equity Shares
may not be offered or sold and will not be offered or sold to any person for re-offering or resale directly or
indirectly to, or for the benefit of, legal or natural persons of the PRC except pursuant to applicable laws and
regulations of the PRC. Further, no legal or natural persons of the PRC may directly or indirectly purchase any
of the Rights Entitlements and the Equity Shares or any beneficial interest therein without obtaining all prior
PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into
possession of the Letter of Offer are required to observe these restrictions. For the purpose of this paragraph,
PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Cayman Islands

No offer or invitation to subscribe for the Rights Entitlements and the Rights Equity Shares may be made to the
public in the Cayman Islands.

European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), an offer to the
public of any Rights Entitlement or Rights Equity Shares may not be made in that Relevant State, except if the
Rights Entitlement or Rights Equity Shares are offered to the public in that Relevant State at any time under the
following exemptions under the Prospectus Regulation (EU) 2017/1129 (and any amendment thereto) (the
“Prospectus Regulation”):

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 a) to any legal entity that is a qualified investor, as defined in the Prospectus Regulation;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Regulation); or

c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Rights Entitlement or Rights Equity Shares shall result in a requirement for the
publication by our Company of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement
of a prospectus pursuant to Article 23 of the Prospectus Regulation. The Letter of Offer is not a prospectus for
the purposes of the Prospectus Regulation.

For the purposes of this subsection, the expression an “offer to the public” in relation to any Rights Entitlement
or Rights Equity Shares in any Relevant State means a communication to persons in any form and by any means
presenting sufficient information on the terms of the Issue so as to enable an investor to decide to purchase or
subscribe for the Rights Entitlement or Rights Equity Shares.

Hong Kong

The Rights Entitlements and the Equity Shares may not be offered or sold in Hong Kong by means of any
document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to
“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being
a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Rights Entitlements
and the Equity Shares may be issued or may be in the possession of any person for the purpose of issue (in each
case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to the Rights Entitlements and the Equity Shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan

The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan (Law. No. 25 of 1948 as amended) (the “FIEA”) and disclosure under
the FIEA has not been and will not be made with respect to the Rights Entitlements and the Rights Equity Shares.
No Rights Entitlements or Rights Equity Shares are, directly or indirectly, being offered or sold, and may not,
directly or indirectly, be offered or sold in Japan or to, or for the benefit of, any resident of Japan as defined in
the first sentence of Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Contract Act of
Japan (Law No. 228 of 1949, as amended) (“Japanese Resident”) or to others for re-offering or re-sale, directly
or indirectly in Japan or to, or for the benefit of, any Japanese Resident except (i) pursuant to an exemption from
the registration requirements of the FIEA and (ii) in compliance with any other relevant laws, regulations and
governmental guidelines of Japan.

If an offeree does not fall under a “qualified institutional investor” (tekikaku kikan toshika), as defined in Article
10, Paragraph 1 of the Cabinet Office Ordinance Concerning Definition Provided in Article 2 of the Financial
Instruments and Exchange Act (Ordinance of the Ministry of Finance No. 14 of 1993, as amended) (the
“Qualified Institutional Investor”), the Rights Entitlements and Equity Shares will be offered in Japan by a
private placement to a small number of investors (Shoninzu muke kanyu), as provided under Article 23- 13,
Paragraph 4 of the FIEA, and accordingly, the filing of a securities registration statement for a public offering
pursuant to Article 4, Paragraph 1 of the FIEA has not been made.

If an offeree is a Qualified Institutional Investor, the Rights Entitlements and the Equity Shares will be offered
in Japan by a private placement to the Qualified Institutional Investor (tekikaku kikan toshika muke kanyu), as
provided under Article 23-13, Paragraph 1 of the FIEA, and accordingly, the filing of a securities registration
statement for a public offering pursuant to Article 4, Paragraph 1 of the FIEA has not been made. Any Qualified
Institutional Investor purchasing Rights Equity Share agree that it will not, directly or indirectly, resell, assign,
transfer, or otherwise dispose of the Rights Equity Shares to any Japanese Resident other than to another

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Qualified Institutional Investor.

Kuwait

The Letter of Offer and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy,
the Rights Entitlements or the Equity Shares in the State of Kuwait. The Rights Entitlements and the Equity
Shares have not been licensed for offering, promotion, marketing, advertisement or sale in the State of Kuwait
by the Capital Markets Authority or any other relevant Kuwaiti government agency. The offering, promotion,
marketing, advertisement or sale of the Rights Entitlements and the Equity Shares in State of Kuwait on the basis
of a private placement or public offering is, therefore, prohibited in accordance with Law No. 7 of 2010 and the
Executive Bylaws for Law No. 7 of 2010, as amended, which govern the issue, offer, marketing and sale of
financial services/products in the State of Kuwait. No private or public offering of the Rights Entitlements or the
Equity Shares is or will be made in the State of Kuwait, and no agreement relating to the sale of the Rights
Entitlements, or the Equity Shares will be concluded in the State of Kuwait and no marketing or solicitation or
inducement activities are being used to offer or market the Rights Entitlements or the Equity Shares in the State
of Kuwait.

Mauritius

The Rights Entitlements and the Rights Equity Shares may not be offered or sold, directly or indirectly, to the
public in Mauritius. Neither the Letter of Offer nor any offering material or information contained herein relating
to the offer of the Rights Entitlements and the Rights Equity Shares may be released or issued to the public in
Mauritius or used in connection with any such offer. The Letter of Offer does not constitute an offer to sell the
Rights Entitlements and the Rights Equity Shares to the public in Mauritius and is not a prospectus as defined
under the Companies Act 2001.

Singapore

The Letter of Offer has not been and will not be registered as a prospectus with the Monetary Authority of
Singapore under the Securities and Futures Act (Chapter 289) of Singapore (“SFA”). The offer of Rights
Entitlements and Rights Equity Shares pursuant to the Rights Entitlements to Eligible Equity Shareholders in
Singapore is made in reliance on the offering exemption under Section 273(1)(cd) of the SFA.

Eligible Equity Shareholders in Singapore may apply for additional Rights Equity Shares over and above their
Rights Entitlements only (i) if they are an “institutional investor” within the meaning of Section 274 of the SFA
and in accordance with the conditions of an exemption invoked under Section 274, (ii) if they are a relevant
person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the
conditions specified in Section 275, of the SFA, or (iii) pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA.

Where any additional Rights Equity Shares over and above their Rights Entitlements are purchased under Section
275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined
in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which
is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is
not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an
individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation
or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six
months after that corporation or that trust has acquired such Rights Equity Shares pursuant to an offer made
under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person
defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares,
debentures and units of shares and debentures of that corporation or such rights or interest in that trust are
acquired at a consideration of not less than SGP$ 200,000 (or its equivalent in a foreign currency) for each
transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further
for a corporation, in accordance with the conditions specified in Section 275 of the SFA; (2) where no
consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the “CMP Regulations 2018”), our Company has determined, and hereby
notifies all relevant persons (as defined in Section 309(A)(1) of the SFA) that the Rights Entitlements and the
Rights Equity Shares are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and

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Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

United Kingdom

No Rights Entitlement or Rights Equity Shares may be offered in the Issue to the public in the United Kingdom
prior to the publication of a prospectus in relation to the Rights Entitlement and Rights Equity Shares which is
to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional
provisions in Article 74 (transitional provisions) of the Prospectus (Amendment etc.) (EU Exit) Regulations
2019/1234, except that our Company may make an offer to the public in the United Kingdom of Rights
Entitlement and Rights Equity Shares at any time:

a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus
Regulation;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of
the UK Prospectus Regulation); or

c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,

provided that no such offer of Rights Entitlement or Rights Equity Shares shall result in a requirement for the
publication by our Company of a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the
expression an “offer to the public” in relation to any Rights Entitlement or Rights Equity Shares in means a
communication to persons in any form and by any means presenting sufficient information on the terms of the
Issue so as to enable an investor to decide to purchase or subscribe for the Rights Entitlement or Rights Equity
Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018.

Except for each person who is not a qualified investor as defined in the UK Prospectus Regulation and who has
notified our Company of such fact in writing and has received the consent of our Company in writing to subscribe
for or purchase Rights Equity Shares, each person in the United Kingdom who acquires Rights Equity Shares
shall be deemed to have represented and warranted that it is a qualified investor as defined in the UK Prospectus
Regulation.

In addition, the Letter of Offer may not be distributed or circulated to any person in the United Kingdom other
than to (i) persons who have professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Financial Promotion Order”); and (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Financial Promotion Order (each such person being referred to as a “Relevant Person”). If you are not a Relevant
Person, you should not take any action on the basis of the Letter of Offer and you should not act or rely on it or
any of its contents. Except for each person who is not a Relevant Person and who has notified our Company of
such fact in writing and has received the consent of our Company in writing to subscribe for or purchase Rights
Equity Shares, each person in the United Kingdom who acquires Rights Equity Shares shall be deemed to have
represented and warranted that it is a Relevant Person.

United Arab Emirates (excluding the Dubai International Financial Centre)

The Letter of Offer has not been, and is not intended to be, approved by the UAE Central Bank, the UAE Ministry
of Economy, the Emirates Securities and Commodities Authority or any other authority in the United Arab
Emirates (the “UAE”) or any other authority in any of the free zones established and operating in the UAE. The
Rights Entitlements and the Rights Equity Shares have not been and will not be offered, sold or publicly
promoted or advertised in the UAE in a manner which constitutes a public offering in the UAE in compliance
with any laws applicable in the UAE governing the issue, offering and sale of such securities. The Letter of Offer
is strictly private and confidential and is being distributed to a limited number of investors and must not be
provided to any other person other than the original recipient and may not be used or reproduced for any other
purpose.

Dubai International Financial Centre

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The Rights Entitlement and the Rights Equity Shares offered in the Issue are not being offered to any persons in
the Dubai International Financial Centre except on that basis that an offer is: (i) an “Exempt Offer” in accordance
with the Markets Rules (MKT) (the “Markets Rules”) adopted by the Dubai Financial Services Authority (the
“DFSA”); and (ii) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the
DFSA Conduct of Business Module of the DFSA rulebook and are not natural Persons. The Letter of Offer must
not be delivered to, or relied on by, any other person. The DFSA has not approved the Letter of Offer nor taken
steps to verify the information set out in it and has no responsibility for it. Capitalised terms not otherwise defined
in this subsection have the meaning given to those terms in the Markets Rules.

The Equity Shares may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the
Rights Equity Shares offered in the Offer should conduct their own due diligence on the Equity Shares. If you
do not understand the contents of the Letter of Offer, you should consult an authorised financial adviser.

United States

The Rights Entitlements and the Rights Equity Shares have not been, and will not be, registered under the
Securities Act or the securities laws of any state of the United States and may not be offered or sold within the
United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any applicable state securities laws. The Rights Entitlements and the
Rights Equity Shares are only being offered and sold outside the United States in offshore transactions, as defined
in and in compliance with Regulation S. Neither the receipt of the Letter of Offer nor any of its accompanying
documents constitutes an offer of the Rights Entitlements or the Rights Equity Shares to any Eligible Equity
Shareholder other than the Eligible Equity Shareholders who has received the Letter of Offer and its
accompanying documents directly from our Company.

Representations, Warranties and Agreements by Purchasers

In addition to the applicable representations, warranties and agreements set forth above, each purchaser, by
accepting the delivery of the Letter of Offer and its accompanying documents, submitting an Application Form
for the exercise of any Rights Entitlements and subscription for any Rights Equity Shares and accepting delivery
of any Rights Entitlements or any Rights Equity Shares, will be deemed to have represented, warranted,
acknowledged and agreed as follows on behalf of itself and, if it is acquiring the Rights Entitlements or the
Rights Equity Shares as a fiduciary or agent for one or more investor accounts, on behalf of each owner of such
account (such person being the “purchaser”, which term shall include the owners of the investor accounts on
whose behalf the person acts as fiduciary or agent):

1. The purchaser has the full power and authority to make the representations, warranties,
acknowledgements, undertakings and agreements contained herein and to exercise the Rights
Entitlements and subscribe for the Rights Equity Shares, and, if the purchaser is exercising the Rights
Entitlements and acquiring the Rights Equity Shares as a fiduciary or agent for one or more investor
accounts, the purchaser has the full power and authority to make the representations, warranties,
acknowledgements, undertakings and agreements contained herein and to exercise the Rights
Entitlements and subscribe for the Rights Equity Shares on behalf of each owner of such account.

2. If any Rights Entitlements were bought by the purchaser or otherwise transferred to the purchaser by a
third party (other than our Company), the purchaser was in India at the time of such purchase or transfer.

3. The purchaser is aware and understands (and each account for which it is acting has been advised and
understands) that an investment in the Rights Entitlements and the Rights Equity Shares involves a
considerable degree of risk and that the Rights Entitlements and the Rights Equity Shares are a speculative
investment.

4. The purchaser acquiring the Rights Equity Shares for one or more managed accounts, represents and
warrants that the purchaser has been authorized in writing, by each such managed account to acquire the
Rights Equity Shares for each managed account and make the representations, warranties,
acknowledgements, undertakings and agreements herein for and on behalf of each such account, reading
the reference herein to ‘the purchaser’ to include such accounts.

5. The purchaser is eligible to invest in India under applicable law, including the FEMA Rules and any
notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI, RBI or

130
 any other regulatory authority, statutory authority or otherwise, from buying, selling or dealing in
securities or otherwise accessing capital markets in India. Further, the purchaser is eligible to invest in
and hold the Rights Equity Shares in accordance with the FDI Policy, read along with the press note 3 of
2020 dated April 17, 2020 issued by the Department for Promotion of Industry and Internal Trade,
Government of India and the related amendments to the FEMA Rules wherein if the beneficial owner of
the Equity Shares is situated in or is a citizen of a country which shares land border with India, foreign
direct investments can only be made through the Government approval route, as prescribed in the FEMA
Rules.

6. The purchaser is investing in the Rights Equity Shares to be issued pursuant to the Issue in accordance
with applicable laws and by participating in the Issue, the purchaser is not in violation of any applicable
law, including but not limited to the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Securities and Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices relating to Securities Market) Regulations, 2003 and the Companies Act, 2013,
each as amended and/or substituted from time to time.

7. The purchaser understands (and each account for which it is acting has been advised and understands)
that no action has been or will be taken to permit an offering of the Rights Entitlements or the Rights
Equity Shares in any jurisdiction (other than the filing of the Letter of Offer with the Stock Exchange and
its submission with the SEBI for information and dissemination); and it will not offer, resell, pledge or
otherwise transfer any of the Rights Entitlements (except in India) or the Rights Equity Shares which it
may acquire, or any beneficial interests therein, in any jurisdiction or in any circumstances in which such
offer or sale is not authorised or to any person to whom it is unlawful to make such offer, sale, solicitation
or invitation except under circumstances that will result in compliance with any applicable laws and/or
regulations.

8. The purchaser (or any account for which it is acting) is an Eligible Equity Shareholder and has received
an invitation from our Company, addressed to it and inviting it to participate in the Issue.

9. None of the purchaser, any of its affiliates or any person acting on its or their behalf has taken or will
take, directly or indirectly, any action designed to, or which might be expected to, cause or result in the
stabilization or manipulation of the price of any security of our Company to facilitate the sale or resale of
the Rights Entitlements or the Rights Equity Shares pursuant to the Issue.

10. Prior to making any investment decision to exercise the Rights Entitlements and subscribe for the Rights
Equity Shares, the purchaser (i) will have consulted with its own legal, regulatory, tax, business,
investment, financial and accounting advisers in each jurisdiction in connection herewith to the extent it
has deemed necessary; (ii) will have carefully read and reviewed a copy of the Letter of Offer and its
accompanying documents; (iii) will have possessed and carefully read and reviewed all information
relating to us and the Rights Entitlements and the Rights Equity Shares which it believes is necessary or
appropriate for the purpose of making its investment decision, including, without limitation, the Exchange
Information (as defined below); (iv) will have conducted its own due diligence on our Company and the
Issue, and will have made its own investment decisions based upon its own judgement, due diligence and
advice from such advisers as it has deemed necessary and will not have relied upon any recommendation,
promise, representation or warranty of or view expressed by or on behalf of our Company (including any
research reports) (other than, with respect to our Company and any information contained in the Letter of
Offer); and (v) will have made its own determination that any investment decision to exercise the Rights
Entitlements and subscribe for the Rights Equity Shares is suitable and appropriate, both in the nature and
number of Rights Equity Shares being subscribed.

11. Without limiting the generality of the foregoing, the purchaser acknowledges that the Equity Shares are
listed on BSE Limited and our Company is therefore required to publish certain business, financial and
other information in accordance with the rules and practices of BSE Limited (which includes, but is not
limited to, a description of the nature of our Company’s business and our Company’s most recent financial
results, and similar statements for preceding years together with the information on its website and its
press releases, announcements, investor education presentations, annual reports, collectively constitutes
the “Exchange Information”), and that it has had access to such information without undue difficulty and
has reviewed such Exchange Information as it has deemed necessary; and (ii) none of our Company, any
of its affiliates has made any representations or recommendations to it, express or implied, with respect

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 to our Company, the Rights Entitlements, the Rights Equity Shares or the accuracy, completeness or
adequacy of the Exchange Information.

12. The purchaser acknowledges that any information that it has received or will receive relating to or in
connection with the Issue, and the Rights Entitlements or the Rights Equity Shares, including the Letter
of Offer and the Exchange Information, has been prepared solely by our Company.

13. The purchaser acknowledges that no written or oral information relating to the Issue, and the Rights
Entitlements or the Rights Equity Shares has been or will be provided by our Company.

14. The purchaser understands that its receipt of the Rights Entitlements and any subscription it may make
for the Rights Equity Shares will be subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, undertakings and agreements and other information contained in the
Letter of Offer and the Application Form. The purchaser understands that none of our Company, the
Registrar or any other person acting on behalf of us will accept subscriptions from any person, or the
agent of any person, who appears to be, or who we, the Registrar or any other person acting on behalf of
us have reason to believe is in the United States or is ineligible to participate in the Issue under applicable
securities laws.

15. The purchaser is aware that the Rights Entitlements and the Equity Shares have not been and will not be
registered under the Securities Act or the securities law of any state of the United States and that the offer
of the Rights Entitlements and the offer and sale of the Rights Equity Shares to the purchaser was made
in accordance with Regulation S.

16. The purchaser was outside the United States at the time the offer of the Rights Entitlements and Rights
Equity Shares was made to it and the purchaser was outside the United States when the purchaser’s buy
order for the Rights Equity Shares was originated.

17. The purchaser did not accept the Rights Entitlements or subscribe to the Rights Equity Shares as a result
of any “directed selling efforts” (as defined in Regulation S).

18. The purchaser subscribed to the Rights Equity Shares for investment purposes and not with a view to the
distribution or resale thereof. If, in the future, the purchaser decides to offer, sell, pledge or otherwise
transfer any of the Rights Equity Shares, the purchaser shall only offer, sell, pledge or otherwise transfer
such Rights Equity Shares: (i) outside the United States in a transaction complying with Rule 903 or Rule
904 of Regulation S and in accordance with all applicable laws of any other jurisdiction, including India
or (ii) in the United States pursuant to an exemption from the registration requirements of the Securities
Act and applicable state securities laws.

19. The purchaser is, and the persons, if any, for whose account it is acquiring the Rights Entitlements and
the Rights Equity Shares are, entitled to subscribe for, and authorized to consummate the purchase of, the
Rights Equity Shares in compliance with all applicable laws and regulations. If the purchaser is outside
India:

a. the purchaser, and each account for which it is acting, satisfies: (i) all suitability standards for
investments in the Rights Entitlements and the Rights Equity Shares imposed by all jurisdictions
applicable to it, and (ii) is eligible to subscribe, and is subscribing, for the Rights Equity Shares
and Rights Entitlements in compliance with applicable securities and other laws of all jurisdictions
of residence; and

b. the sale of the Rights Equity Shares to it will not require any filing or registration by, or
qualification of, our Company with any court or administrative, governmental or regulatory agency
or body, under the laws of any jurisdiction which apply to the purchaser or such persons.

20. Except for the sale of Rights Equity Shares on the Stock Exchange, the purchaser agrees, upon a proposed
transfer of the Rights Equity Shares, to notify any purchaser of such Equity Shares or the executing broker,
as applicable, of any transfer restrictions that are applicable to the Rights Equity Shares being sold.

21. The purchaser is a highly sophisticated investor and has such knowledge and experience in financial,
business and international investment matters and is capable of independently evaluating the merits and

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 risks (including for tax, legal, regulatory, accounting and other financial purposes) of an investment in
the Rights Entitlements and the Rights Equity Shares. It, or any account for which it is acting, has the
financial ability to bear the economic risk of investment in the Rights Entitlements and the Rights Equity
Shares, has adequate means of providing for its current and contingent needs, has no need for liquidity
with respect to any investment it (or such account for which it is acting) may make in the Rights
Entitlements and the Rights Equity Shares, and is able to sustain a complete loss in connection therewith
and it will not look to our Company for all or part of any such loss or losses it may suffer.

22. Each of the aforementioned representations, warranties, acknowledgements and agreements shall
continue to be true and accurate at all times up to and including the Allotment, listing and trading of the
Rights Equity Shares. The purchaser shall hold our Company harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach
of its representations, warranties, acknowledgements and agreements set forth above and elsewhere in the
Letter of Offer. The indemnity set forth in this paragraph shall survive the resale of the Rights Equity
Shares.

23. The purchaser acknowledges that our Company and its affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and agreements which are
given to our Company, and are irrevocable.

24. The purchaser agrees that any dispute arising in connection with the Issue will be governed by and
construed in accordance with the laws of Republic of India, and the courts in Bhopal, Madhya Pradesh,

25. India shall have sole and exclusive jurisdiction to settle any disputes which may arise out of or in
connection with the Letter of Offer and other Issue Materials.

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 SECTION VIII: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Draft Letter of Offer) which are or may be deemed material have
been entered or are to be entered into by our Company. Copies of the documents for inspection referred to
hereunder, would be available for inspection at the registered office of the Company till the issue closing date
on working days and working hours between 11:00 A.M. to 5:00 P.M. and also shall be available on the website
of the Company at www.uflindia.com from the date of this Draft Letter of Offer until the Issue Closing Date.

Additionally, any person intending to inspect the abovementioned contracts and documents electronically, may
do so, by writing an email to upasana_shares@yahoo.com.

1. Material Contracts for the Issue

(i) Registrar Agreement dated [●] entered into amongst our Company and the Registrar to the Issue.

(ii) Escrow Agreement dated [●] amongst our Company, the Registrar to the Issue and the Bankers to the
Issue/ Refund Bank.

2. Material Documents

(i) Certified true copies of the Certificate of Incorporation, the Memorandum of Association and the
Articles of Association of our Company as amended from time to time.

(ii) Resolution of the Board of Directors dated July 18, 2024, in relation to the approval of this Issue.

(iii) Resolution passed by our Rights Issue Committee dated [●] finalizing the terms of the Issue including
Record Date and the Rights Entitlement ratio

(iv) Resolution of the Rights Issue Committed dated July 31, 2024, approving and adopting the Draft Letter
of Offer.

(v) Resolution of the Board of Directors dated [●], approving and adopting the Letter of Offer.

(vi) Consent of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory and Peer Review Auditor, Legal Advisor, the Registrar to the Issue, Banker to the Issue/
Refund Bank for inclusion of their names in the Draft Letter of Offer in their respective capacities.

(vii) Copies of Annual Reports of our Company for Financial years 2023, 2022 and 2021.

(viii) Audit reports dated May 24, 2024, for the year ended March 2024 of the Statutory Auditor, on our
Company’s Audited Financial Statements, included in this Draft Letter of Offer.

(ix) Statement of Tax Benefits dated July 23, 2024, from the Statutory Auditor included in this Draft Letter
of Offer.

(x) Tripartite Agreement dated [●] between our Company, NSDL and the Registrar to the Issue.

(xi) Tripartite Agreement dated [●] between our Company, CDSL and the Registrar to the Issue.

(xii) In principle listing approval dated [●] issued by BSE Limited.

Any of the contracts or documents mentioned in this Draft Letter of Offer may be amended or modified at any
time if so, required in the interest of our Company or if required by the other parties, without reference to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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 DECLARATION

I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, the SEBI Act, or the rules made there under or regulations issued thereunder, as the case may be. I further
certify that all the legal requirements connected with the Issue as also the regulations, guidelines, instructions,
etc., issued by SEBI, Government of India and any other competent authority in this behalf, have been duly
complied with.

I further certify that all disclosures made in this Letter of Offer are true and correct.

Sd/- Sd/-
NAME: S Mohan NAME: Bhavika Jain
(Chief Executive Officer & Chief Financial (Non-Executive Non-Independent Director)
Controller)

Sd/- Sd/-
NAME: Khushbu Mohan Kumar Jain NAME: Rekha Jain
(Non-Executive Non-Independent Director (Non-Executive Non-Independent Director)

Sd/- Sd/-
NAME: Bharat Kumar Dughar NAME: Jadav Chand Jain Akash Jain
(Independent Director) (Independent Director)

Sd/-

NAME: Binod Kumar Chowdhury

(Company Secretary & Compliance
Officer)

Place: Chennai
Date: July 31, 2024

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