TENDER FORM FOR ELIGIBLE SHAREHOLDERS

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
(FOR EQUITY SHAREHOLDERS HOLDING SHARES IN DEMATERIALIZED FORM)
Bid Number: BUYBACK OPENS ON: Tuesday, January 23, 2024
Date: BUYBACK CLOSES ON: Tuesday, January 30, 2024
For Registrar / Collection Centre use
Inward No. Date Stamp

Status: (Please tick appropriate box)

Individual FII/FPI Insurance Co.
Foreign Co. NRI/OCB FVCI
Body Corporate Bank / FI Pension Fund/ PF
VCF Partnership/LLP Others (specify)
Mutual Fund Other QIBs Other NIBs
India Tax Residency Status: (Please tick appropriate box)
Resident in India Non-Resident in Resident of
India
……………
To, (Shareholder to
The Board of Directors fill the country of
Dhampur Sugar Mills Limited residence)
Dhampur, District Bijnor, Uttar Pradesh - 246761 Route of Investment (For NR Shareholders only)
Portfolio Investment Scheme Foreign Investment
Dear Sir/ Madam, Scheme
Sub: Letter of Offer dated January 18, 2024 in relation to the buyback of up to 10,00,000 (Ten Lakhs ) fully paid-up equity shares of face value of Rs. 10/- each of Dhampur
Sugar Mills Limited (the “Company”) at a price of ₹ 300 /- (Rupees Three Hundred only) per Equity Share (“Buyback Price”) through the tender offer process, pursuant to the
provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (“SEBI Buyback Regulations”) and the Companies Act,
2013, as amended (“Buyback”) payable in cash
1. I / We (having read and understood the Letter of Offer dated January 18, 2024 Issued by the Company hereby tender / offer my / our Equity Shares in response to the Buyback
on the terms and conditions set out below and in the Letter of Offer.
2. I / We authorize the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to extinguish the Equity Shares.
3. I / We hereby affirm that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us free from all liens, equitable interest, charges and encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender Equity Shares for Buyback and
that I / we am / are legally entitled to tender the Equity Shares for Buyback.
5. I / We agree that the Company will pay the Buyback Price only after due verification of the validity of the documents and that the consideration will be paid as per secondary market
mechanism and the provisions of Buyback Regulations and circulars issued by SEBI.
6. I /We agree that we will have to ensure to keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated
Buyback decided by the Company. Further, I / We will have to ensure to keep the bank account attached with the DP account active and updated to receive credit remittance due
to acceptance of Buyback of equity shares by the Company.
7. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
8. I/ We acknowledge that the responsibility to discharge the tax due on any gains arising on buyback is on me / us to the extent Buyback Tax is not applicable on such income. I /
We agree to compute appropriate gains on this transaction and immediately pay applicable taxes in India (whether by deduction of tax at source, or otherwise) and file tax return
in consultation with our custodians/ authorized dealers/ tax advisors appropriately.
9. Non-Resident Shareholders (including NRIs, OCBs, FPI, Foreign Nationals and FIIs) are requested to enclose a consent letter indicating the details of transfer i.e., number of
Equity Shares to be transferred, the name of the investee company whose shares are being transferred i.e., “Dhampur Sugar Mills Limited” and the price at which the Equity
Shares are being transferred i.e., “Price determined in accordance with the Buyback Regulations” duly signed by the Shareholder or his/its duly appointed agent and in the latter
case, also enclose the power of attorney.
10. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of shares. I / We also undertake to
provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buyback of equity shares by the Company, copy of tax return filed
in India, evidence of the tax paid etc., whenever called for.
11. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide
by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act, 2013, the SEBI (Buy-back of Securities) Regulations, 2018, and
the extant applicable foreign exchange regulations. I/we agree that this form is deemed to be my consent letter for any filings under the Foreign Exchange Management Act, 1999
(FEMA) and the rules made thereunder.
12. I / We agree to receive, at my/our own risk, the invalid / unaccepted Equity Shares under the Buyback in the demat account from where I / we have tendered the Equity Shares in the Buyback.
13. Applicable for all non-resident shareholders: I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any and to the extent required
from the concerned authorities including approvals from the Reserve Bank of India (RBI) under FEMA and any other rules and regulations, for tendering Equity Shares in the
Buyback, and also undertake to comply with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India.
14. Details of Equity Shares held and tendered / offered for Buyback:
Particulars In Figures In Words
Number of Equity Shares held as on Record Date (i.e. January 17, 2024)
Number of Equity Shares Entitled for Buyback (Buyback Entitlement)
Number of Equity Shares offered for Buyback
Note: An Eligible Shareholder may tender Equity Shares over and above his / her / its Buyback Entitlement. Number of Equity Shares validly tendered by any Eligible Shareholder
up to the Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder over and above the
Buyback Entitlement of such Eligible Shareholder shall be accepted in accordance with Paragraph 19 of the Letter of Offer. Equity Shares tendered by any Eligible Shareholder
over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance.

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Acknowledgement Slip: DHAMPUR SUGAR MILLS BUYBACK OFFER 2024

(to be filled by the Eligible Shareholder) (subject to verification)
DP ID Client ID
Received from Mr./Ms./Mrs./M/s

Form of Acceptance-cum-Acknowledgement, Original TRS along with:

No. of Equity Shares offered for Buyback (In Figures) (in words)

Please quote Client ID No. &DP ID No. for all future correspondence Stamp of Broker
15. Details of Account with Depository Participant (DP):

Name of the Depository (tick whichever is applicable) NSDL CDSL

Name of the Depository Participant

DP ID

Client ID

16. Equity Shareholders Details:

Particulars First/Sole Equity Joint Equity Joint Equity Joint Equity

Shareholder Shareholder 1 Shareholder 2 Shareholder 3

Full Name(s) of the Equity Shareholder

Signature(s)*

PAN

Address of the Sole/First Equity Shareholder

Telephone No. / Email ID

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

17. Applicable only for all Non-resident shareholders

• I / We undertake to pay income taxes in India (whether by deduction of tax at source or otherwise) on any income arising on such Buyback and taxable in
accordance with prevailing income tax laws in India within the applicable time period for such payment. I / We also undertake to indemnify the Company against
any income tax liability on any income earned on such Buyback of shares by me / us.
• I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities
including approvals from the Reserve Bank of India (“RBI”) under Foreign Exchange Management Act, 1999, and the rules and regulations framed there under
(the “FEMA Regulations”), for tendering Equity Shares in the Buy-back, and also undertake to comply with the reporting requirements, if applicable, under the
FEMA Regulations and any other rules, regulations and guidelines, in regard to remittance of funds outside India / We undertake to return to the Company any
consideration in respect of the Buy-back that may be wrongfully received by me / us.
18. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender
Form.

INSTRUCTIONS
1. The Buyback will open on Tuesday, January 23, 2024 and close on Tuesday, January 30, 2024.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form.
3. In case of Eligible shareholders holding and tendering equity shares in demat form, submission of Tender Form and TRS is not required, Eligible Shareholders who
desire to tender their Equity Shares in the dematerialized form under the Buyback would have to do so through their respective Stock Broker by indicating the details
of Equity Shares they intend to tender under the Buyback.
4. The Equity Shares tendered in the Buyback shall be liable to be rejected if (i) the shareholder is not a shareholder of the Company as on the Record Date, (ii) if there
is a name mismatch in the demat account of the shareholder, (iii) in case of receipt of the completed Tender Form and other documents but non-receipt of Equity
Shares in the special account of the Clearing Corporation, or (iv) a non-receipt of valid bid in the exchange bidding system.
5. The Company will not accept any Equity Shares offered in the Buyback which are under any restraint order of a court for transfer/sale of such Equity Shares.
6. In case any registered entity that has merged with another entity and the merger has been approved and has come into effect but the process of getting the successor
company as the registered Shareholder is still incomplete, then such entity along with the Tender Form should file a copy of the following documents: (i) Approval
from the appropriate authority for such merger; (ii) The scheme of merger; and (iii) The requisite form filed with MCA intimating the merger
7. The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection
or due to the Buyback being on a proportionate basis in terms of the ratio of Buyback, in accordance with the Buyback Regulations.
8. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the Buyback by providing their application in plain paper
in writing signed by all Eligible Shareholders (in case of joint holding), stating name and address of the Eligible Shareholder(s), number of Equity Shares held as on
the Record Date, Client ID number, DP Name, Depository Name, DP ID, beneficiary account number and number of Equity Shares tendered for the Buyback.
9. Eligible Shareholders to whom the Buyback offer is made are free to tender Equity Shares to the extent of their Buyback Entitlement in whole or in part or in excess
of their Buyback Entitlement, but not exceeding their holding as on the Record Date.
10. For the procedure to be followed by Equity Shareholders for tendering in the Buyback, please refer to Paragraph 20 of the Letter of Offer.
11. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this regard.
12. By agreeing to participate in the Buyback, the non-resident shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform
all applications to file regulatory reporting, if required, and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.

All capitalised items shall have the meaning ascribed to them in the Letter of Offer.

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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED
TO REGISTRAR TO THE BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:
Investor Service Centre: DHAMPUR SUGAR MILLS BUYBACK OFFER 2024
Alankit Assignments Ltd,
205-208 Anarkali Complex, Jhandewalan Extension, New Delhi- 110055
Tel: 011 - 42541234, 42542354
Fax: 011- 23552001
Contact Person: Ritika Manghnani
Email: dsmbuyback@alankit.com
Website: buyback.alankit.com
SEBI Registration Number: INR000002532
Corporate Identity Number: U74210DL1991PLC042569