Draft Letter of Offer

Dated: February 28, 2023

For Eligible Shareholders only

ENBEE TRADE & FINANCE LIMITED

Enbee Trade & Finance Limited (“Company” or “Issuer”) was incorporated as ‘Enbee Trade & Finance Limited’ on July 24, 1985 as a public limited company under the
Companies Act, 1956 with the Registrar of Companies, Maharashtra and consequently a certificate of commencement of business dated August 6, 1985 was issued to our
Company. Pursuant to a special resolution passed by the shareholders of our Company through postal ballot on March 12, 2016, the Registered Office of our Company
was shifted from Imambada Road, Nagpur – 440 018, Maharashtra, India to B4 /C5, God’s Gift Chs Ltd, N M Joshi Marg, Lower Parel, Mumbai – 400 013, Maharashtra,
India.
Registered Office: B4 /C5, God’s Gift Chs Ltd, N M Joshi Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India;
Tel: +91 22 7969 2512; Facsimile: NA
E-mail: enbeetrade@gmail.com ; Website: www.enbeetrade.com;
Contact Person: Ruchika Kabra, Company Secretary and Compliance Officer;
Corporate Identification Number: L50100MH1985PLC036945
OUR PROMOTER- AMARR NARENDRA GALLA
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY
WE HEREBY CONFIRM THAT NEITHER OUR COMPANY NOR OUR PROMOTER OR ANY OF OUR DIRECTORS ARE IDENTIFIED AS WILFUL
DEFAULTER OR A FRAUDULENT BORROWER AS ON DATE OF THIS DRAFT LETTER OF OFFER
ISSUE OF UPTO [•] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“RIGHTS EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF
₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING UPTO ₹ 4,800
LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] RIGHTS EQUITY SHARE(S)
FOR EVERY [●] FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●]
(THE “ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER
DETAILS, PLEASE REFER TO THE CHAPTER TITLED “TERMS OF THE ISSUE” ON PAGE 135 OF THIS DRAFT LETTER OF OFFER.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk with
such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors shall
rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares have not been recommended or approved by the Securities and
Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the section titled “Risk
Factors” on page 20 of this Draft Letter of Offer.
OUR 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 this Issue, which is material in the context of this 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 Draft
Letter of Offer as a whole or any of 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”) (the “Stock Exchange”). Our Company has received ‘in-principle’ approvals from BSE for listing the Rights
Equity Shares to be allotted pursuant to this Issue vide its letter dated [●]. For the purpose of this Issue, the Designated Stock Exchange is BSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

SAFFRON CAPITAL ADVISORS PRIVATE LIMITED CAMEO CORPORATE SERVICES LIMITED

605, Center Point, 6th floor, Subramanian Building, No. 01, Club House Road,
Andheri Kurla Road, J. B. Nagar, Chennai- 600 002, Tamil Nadu, India.
Andheri (East), Mumbai - 400 059, Telephone: +91 44 4002 0700
Maharashtra, India. Facsimile: N.A.
Telephone: +91 22 49730394 Email: priya@cameoindia.com
Facsimile: NA Website: www.cameoindia.com
E-mail: rights.issue@saffronadvisor.com Investor grievance e-mail: investor@cameoindia.com
Website: www.saffronadvisor.com Contact Person: K. Sreepriya
Investor grievance: investorgrievance@saffronadvisor.com SEBI Registration No.: INR000003753
Contact Person: Elton D’souza / Pooja Jain Validity of Registration: Permanent
SEBI Registration Number: INM 000011211
Validity of Registration: Permanent
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR ON MARKET RENUNCIATION* ISSUE CLOSES ON**
[●] [●] [●]
* 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 Rights 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
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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 TABLE OF CONTENTS

SECTION I – GENERAL ............................................................................................................................. 3

DEFINITIONS AND ABBREVIATIONS ...................................................................................................... 3
NOTICE TO INVESTORS ............................................................................................................................ 11
PRESENTATION OF FINANCIAL INFORMATION ................................................................................ 14
FORWARD - LOOKING STATEMENTS ................................................................................................... 16
SUMMARY OF THIS DRAFT LETTER OF OFFER.................................................................................. 18

SECTION II - RISK FACTORS ................................................................................................................ 20

SECTION III – INTRODUCTION ............................................................................................................ 40

THE ISSUE .................................................................................................................................................... 40
GENERAL INFORMATION ........................................................................................................................ 42
CAPITAL STRUCTURE............................................................................................................................... 46
OBJECTS OF THE ISSUE ............................................................................................................................ 48
STATEMENT OF TAX BENEFITS ............................................................................................................. 52

SECTION IV – ABOUT THE COMPANY ............................................................................................... 56

INDUSTRY OVERVIEW ............................................................................................................................. 56
OUR BUSINESS ........................................................................................................................................... 70
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE ........................................................... 73

SECTION V – FINANCIAL INFORMATION ........................................................................................ 75

FINANCIAL INFORMATION ..................................................................................................................... 75
MATERIAL DEVELOPMENTS ................................................................................................................ 114
ACCOUNTING RATIOS ............................................................................................................................ 115
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS ............................................................................................................................................. 117

SECTION VI – LEGAL AND OTHER INFORMATION .................................................................... 127

OUTSTANDING LITIGATIONS AND DEFAULTS ................................................................................ 127
GOVERNMENT AND OTHER STATUTORY APPROVALS................................................................. 128
OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................. 129

SECTION VII – ISSUE INFORMATION .............................................................................................. 135

TERMS OF THE ISSUE ............................................................................................................................. 135
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................... 165

SECTION VIII – STATUTORY AND OTHER INFORMATION ...................................................... 166

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................... 167
DECLARATION ......................................................................................................................................... 169

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 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider
when reading the information contained herein. The following list of certain capitalized terms used in this Draft
Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Draft Letter of Offer shall have the meaning as
defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications,
policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and
modifications thereto notified from time to time and any reference to a statutory provision shall include any
subordinate legislation made from time to time under such provision.

Provided that terms used in the sections/ chapters titled “Industry Overview”, “Summary of this Draft Letter of
Offer”, “Financial Information”, “Statement of Special Tax Benefits”, “Outstanding Litigation and Material
Developments” and “Issue Related Information” on pages 56, 18, 75, 75, 52, 127 and 135 respectively, shall,
unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

Company Related Terms

Term Description
“Company”, “our Enbee Trade & Finance Limited, a public limited company incorporated under the
Company”, “the Companies Act, 1956, having its registered office at B4 /C5, Gods Gift Chs Ltd,
Company”, “the Issuer” N M Joshi Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India.
or “ETFL”
“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company.
Annual Audited Financial The audited financial statements of our Company prepared as per Ind AS for Fiscal
Statements 2022, Fiscal 2021 and Fiscal 2020, prepared in line with Ind AS notified under the
Companies Act, 2013, as amended read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended.
“Articles” / “Articles of Articles / Articles of Association of our Company, as amended from time to time.
Association” / “AoA”
Audit Committee The committee of the Board of Directors constituted as our Company’s audit
committee in accordance with Regulation 18 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“SEBI Listing Regulations”) and Section 177 of the Companies Act,
2013.
“Auditor” / “Statutory Statutory and peer review auditor of our Company, namely, Ambavat Jain &
Auditor”/ “Peer Review Associate LLP, Chartered Accountants.
Auditor”
“Board” / “Board of Board of directors of our Company or a duly constituted committee thereof.
Directors”
“Chief Financial Officer / Meyhul Narendra Gaala, the Chief Financial Officer of our Company.
CFO”
Company Secretary and Ruchika Kabra, the Company Secretary and the Compliance Officer of our
Compliance Officer Company.
“Corporate Social The committee of the Board of directors constituted as our Company’s corporate
Responsibility social responsibility committee in accordance with Section 135 of the Companies
Committee/ CSR Act, 2013.
Committee”
Director(s) The director(s) on the Board of our Company, unless otherwise specified.
Equity Shareholder A holder of Equity Shares
Equity Shares Fully paid-up Equity shares of our Company of face value of ₹ 10 each.
Executive Directors Executive Directors of our Company.
Independent Director(s) The Independent Director(s) of our Company, in terms of Section 2(47) and Section
149(6) of the Companies Act, 2013.
“Key Management Key Management Personnel of our Company in terms of the Companies Act, 2013
Personnel” / “KMP” and the SEBI ICDR Regulations as described in the subsection titled “Our

3
 Term Description
Management and Organizational Structure – Key Managerial Personnel” on page
74 of this Draft Letter of Offer.
“Limited Reviewed The limited reviewed unaudited financial statements for the nine months period
Financial Information” or ended December 31, 2022, prepared in accordance with the Companies Act and
“Limited Reviewed SEBI Listing Regulations. For details, see “Financial Information” on page 75 of
Financial Statements” this Draft Letter of Offer.
Materiality Policy Policy on determination of materiality of events adopted by our Company in
accordance with Regulation 30 of the SEBI Listing Regulations.
“Memorandum of Memorandum of Association of our Company, as amended from time to time.
Association” / “MoA”
Nomination and The committee of the Board of directors reconstituted as our Company’s
Remuneration Committee Nomination and Remuneration Committee in accordance with Regulation 19 of
the SEBI Listing Regulations and Section 178 of the Companies Act, 2013.
Non-Executive and Non-Executive and Independent Directors of our Company, unless otherwise
Independent Director specified.
Non-executive Directors Non-executive Directors of our Company.
Promoter Group Individuals and entities forming part of the promoter and promoter group in
accordance with SEBI ICDR Regulations.
Promoter(s) Amarr Narendra Galla is the Promoters of our Company.
Registered Office The Registered Office of our Company located at B4 /C5, God’s Gift Chs Ltd, N
M Joshi Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India.
“Registrar of Registrar of Companies, Maharashtra at Mumbai having its office at 100, Everest,
Companies”/ “RoC” Marine Drive, Mumbai 400 002, Maharashtra, India.
Rights Issue Committee The committee of our Board constituted for purposes of the Issue and incidental
matters thereof.
Shareholders/ Equity The Equity Shareholders of our Company, from time to time.
Shareholders
Stakeholders’ The committee of the Board of Directors constituted as our Company’s
Relationship Committee Stakeholders’ Relationship Committee in accordance with Regulation 20 of the
SEBI Listing Regulations.

Issue Related Terms

Term Description
“Abridged Letter of Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect
Offer” or “ALOF” to the Issue in accordance with the provisions of the SEBI ICDR Regulations and
the Companies Act.
“Allot” or “Allotment” or Allotment of Rights Equity Shares pursuant to the Issue.
“Allotted”
Allotment Account The account opened with the Banker(s) to the Issue, into which the Application
Money lying to the credit of the escrow account(s) 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 Advice Note, 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) / Investor(s) Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for
the Rights Equity Shares pursuant to the Issue in terms of this Draft Letter of Offer,
including an ASBA Investor.
Application Application made through submission of the Application Form or plain paper
Application to the Designated Branch 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 (including online
application form available for submission of application though the website of the

4
Term Description
SCSBs (if made available by such SCSBs) under the ASBA process) used by an
Applicant to make an application for the Allotment of Rights Equity Shares in this
Issue.
Application Money Aggregate amount payable in respect of the Rights Equity Shares applied for in
the Issue at the Issue Price.
Application Supported by Application (whether physical or electronic) used by ASBA Applicants to make
Blocked Amount/ASBA an Application authorizing the SCSB to block the Application Money in the ASBA
Account
ASBA Account Account maintained with SCSB and specified in the Application Form or plain
paper application, as the case may be, for blocking the amount mentioned in the
Application Form or the plain paper application, in case of Eligible Equity
Shareholders, as the case may be.
ASBA As per the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22,
Applicant / ASBA 2020, all investors (including renouncee) shall make an application for a rights
Investor issue only through ASBA facility.
ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications thereto
as permitted under the SEBI ICDR Regulations.
ASBA Circulars Collectively, SEBI circular bearing reference number
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, SEBI
circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated
January 22, 2020, 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 and any subsequent circulars or notifications issued
by SEBI in this regard.
Banker(s) to the Issue Collectively, the Escrow Collection Bank and the Refund Banks to the Issue.
Bankers to the Issue Agreement to be entered into by and among our Company, the Registrar to the
Agreement Issue, the Lead Manager and the Bankers 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 the Issue and which is described in “Terms of the Issue” on page 135
of this Draft Letter of Offer.
Consolidated Certificate The certificate that would be issued for Rights Equity Shares Allotted to each folio
in case of Eligible Equity Shareholders who hold Equity Shares in physical form.
“Controlling Branches” Such branches of SCSBs which coordinate Bids under the Issue with the Lead
“Controlling Branches of Manager, the Registrar to the Issue and the Stock Exchange, a list of which is
the SCSBs” available on the website of SEBI at http://www.sebi.gov.in.
Demographic Details of Investors including the Investor’s address, name of the Investor’s father/
Details husband, investor status, occupation and bank account details, where applicable.
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms submitted by
Branches ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in
tmId=35, updated from time to time, or at such other website as may be prescribed
by SEBI from time to time.
Designated Stock BSE Limited
Exchange
Depository(ies) NSDL and CDSL or any other depository registered with SEBI under the
Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018 as amended from time to time read with the Depositories Act,
1996.
“Draft Letter of Offer” This draft letter of offer dated February 28, 2023 filed with the Stock Exchange
“DLoF”, “DLOF” for its observations and in-principal listing approval.
Eligible Equity Existing Equity Shareholders as on the Record Date. Please note that the investors
Shareholders eligible to participate in the Issue exclude certain overseas shareholders. For
further details, see “Notice to Investors” on page 11.

5
Term Description
Escrow Collection Bank Banks which are clearing members and registered with SEBI as bankers to an issue
and with whom Escrow Account(s) will be opened, in this case being [●].
“Issue” or “Rights Issue” Issue of up to [•] Equity Shares of face value of ₹ 10 each of our Company for
cash at a price of ₹ [●] per Rights Equity Share (including a premium of ₹ [●] per
Rights Equity Share) aggregating up to ₹ 4,800 lakhs on a rights basis to the
Eligible Equity Shareholders of our Company in the ratio of [●] Rights Equity
Shares for every [●] Equity Shares held by the Eligible Equity Shareholders of our
Company on the Record Date i.e. [●].
Issue Agreement Issue Agreement dated February 06, 2023 between our Company and the Lead
Manager, pursuant to which certain arrangements are agreed to in relation to the
Issue.
Issue Closing Date [●]
Issue Material 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 [●]
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 Applications, in
accordance with the SEBI ICDR Regulations.
Issue Price ₹ [●] per Rights Equity Share
Issue Proceeds The Gross proceeds raised through the Issue.
Issue Size Amount aggregating up to ₹ 4,800 lakhs
Lead Manager Saffron Capital Advisors Private Limited
“Letter of Offer” or The final letter of offer to be filed with the Stock Exchange and SEBI for record
“LOF” purposes.
Net Proceeds Proceeds of the Issue less our Company’s share of Issue related expenses. For
further information about the Issue related expenses, see “Objects of the Issue” on
page 48 of this Draft Letter of Offer.
“Non-ASBA Investor” or Investors other than ASBA Investors who apply in the Issue otherwise than
“Non-ASBA Applicant” through the ASBA process comprising Eligible Equity Shareholders holding
Equity Shares in physical form or who intend to renounce their Rights Entitlement
in part or full and Renouncees.
“Non-Institutional An Investor other than a Retail Individual Investor or Qualified Institutional Buyer
Bidders” or “NIIs” as defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations.
Off Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by transferring
them through off market transfer through a depository participant in accordance
with the SEBI Rights Issue Circulars and the circulars issued by the Depositories,
from time to time, and other applicable laws.
On Market Renunciation The renunciation of Rights Entitlements undertaken by the Investor by trading
them over the secondary market platform of the Stock Exchange through a
registered stock broker in accordance with the SEBI Rights Issue Circulars and the
circulars issued by the Stock Exchange, from time to time, and other applicable
laws, on or before [●].
QIBs or Qualified Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
Institutional Buyers ICDR Regulations.
Record Date Designated date for the purpose of determining the Equity Shareholders eligible to
apply for Rights Equity Shares, to be decided prior to filing of the Letter of Offer,
being [●].
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in
this case being [●].
“Registrar to the Adroit Corporate Services Private Limited
Company”
“Registrar to the Issue” or Cameo Corporate Services Limited
“Registrar”
Registrar Agreement Agreement dated November 7, 2022 entered into among our Company and the
Registrar in relation to the responsibilities and obligations of the Registrar to the
Issue pertaining to the Issue.

6
 Term Description
Renouncee(s) Any person(s) who has/have acquired the Rights Entitlement from the Eligible
Equity Shareholders on renunciation in accordance with the SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020
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 [●], [●] 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.
“Retail Individual An individual Investor (including an HUF applying through Karta) who has
Bidders(s)” or “Retail applied for Rights Equity Shares and whose Application Money is not more than
Individual Investor(s)” or ₹200,000 in the Issue as defined under Regulation 2(1)(vv) of the SEBI ICDR
“RII(s)” or “RIB(s)” Regulations.
Rights Entitlement The 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, being [●] Rights Equity Shares for [●] Equity
Shares held on [●], [●].

The Rights Entitlements with a separate ISIN: [●] will be credited to your demat
account before the date of opening of the Issue, against the equity shares held by
the Equity Shareholders as on the record date.
Rights Entitlement Letter Letter including details of Rights Entitlements of the Eligible Equity Shareholders.
Rights Equity Shares Equity Shares of our Company to be Allotted pursuant to this Issue on fully paid
up basis of Allotment.
Self-Certified Syndicate The banks registered with SEBI, offering services (i) in relation to ASBA (other
Banks” or “SCSBs than through UPI mechanism), a list of which is available on the website of SEBI
at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i
ntmId=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i
ntmId=35, as applicable, or such other website as updated from time to time, and
(ii) in relation to ASBA (through UPI mechanism), a list of which is available on
the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=40 or such other website as updated from time to time
Stock Exchange Stock Exchange where the Equity Shares are presently listed, being BSE.
Transfer Date The date on which the amount held in the escrow account(s) and the amount
blocked in the ASBA Account will be transferred to the Allotment Account, upon
finalization of the Basis of Allotment, in consultation with the Designated Stock
Exchange.
Wilful Defaulter or a A Company or person, as the case may be, categorized as a wilful defaulter or a
Fraudulent Borrower fraudulent borrower by any bank or financial institution or consortium thereof, in
accordance with the guidelines on wilful defaulters issued by the RBI, including
any company whose director or promoter is categorized as such.
Working Day All days other than second and fourth Saturday of the month, Sunday or a public
holiday, on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid/Issue
Period, Term Description the term Working Day shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai
are open for business; and (c) the time period between the Bid/Issue Closing Date
and the listing of the Equity Shares on the Stock Exchange. “Working Day” shall
mean all trading days of the Stock Exchange, excluding Sundays and bank
holidays, as per the circulars issued by SEBI.

Business and Industry related Terms or Abbreviations

Term Description
AML Anti-money laundering

7
 Term Description
CRAR Capital to risk-weighted assets ratio
ECL Expected credit loss
EPS Earning Per Share
EMIs Equated Monthly Instalments
FY Fiscal Year
GNPA Gross non-performing assets
IBA Indian Bank Association
NNPA Net non-performing assets
NPA Non-performing assets, and in relation to the RBI Master Directions, shall have
the meaning ascribed to it in the RBI Master Directions
UPI Unified Payment Interface
US/USA The United States of America
YoY Year on Year

Conventional and General Terms or Abbreviations

Term Description
A/c Account
AGM Annual General Meeting
AIF Alternative Investment Fund, as defined and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
AS Accounting Standards issued by the Institute of Chartered Accountants of India
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIBIL Credit Information Bureau (India) Limited
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CLRA Contract Labour (Regulation and Abolition) Act, 1970
Companies Act, 2013 / Companies Act, 2013 along with rules made thereunder
Companies Act
Companies Act 1956 Companies Act, 1956, and the rules thereunder (without reference to the provisions
thereof that have ceased to have effect upon the notification of the Notified
Sections)
CSR Corporate Social Responsibility
Depository(ies) A depository registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EGM Extraordinary General Meeting
EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the
FEMA
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder
FEMA Regulations The Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2017
Financial Year/Fiscal The period of 12 months commencing on April 1 of the immediately preceding
calendar year and ending on March 31 of that particular calendar year
FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations, provided that any FII who holds a valid certificate of registration shall

8
Term Description
be deemed to be an FPI until the expiry of the block of three years for which fees
have been paid as per the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations, 2019
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI
GDP Gross Domestic Product
GoI / Government The Government of India
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Income Tax Act / IT Act Income Tax Act, 1961
Ind AS The Indian Accounting Standards referred to in the Companies (Indian Accounting
Standard) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India
Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015, as amended from time to time
Insolvency Code Insolvency and Bankruptcy Code, 2016, as amended from time to time
INR or ₹ or Rs. Indian Rupee, the official currency of the Republic of India.
ISIN International Securities Identification Number
IT Information Technology
MCA The Ministry of Corporate Affairs, GoI
Mn / mn Million
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
N.A. or NA Not Applicable
NAV Net Asset Value
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA and
are currently in effect.
NSDL National Securities Depository Limited
OCB A company, partnership, society or other corporate body owned directly or
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 was eligible to undertake transactions pursuant to general permission
granted to OCBs under FEMA. OCBs are not allowed to invest in the Issue.
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
SCRA Securities Contract (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, as
amended
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019, as amended.

9
Term Description
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SEBI Takeover The Securities and Exchange Board of India (Substantial Acquisition of Shares
Regulations and Takeovers) Regulations, 2011, as amended
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996, since repealed and replaced by the SEBI (AIF) Regulations
Securities Act The United States Securities Act of 1933.
STT Securities Transaction Tax
State Government The Government of a state in India
Trademarks Act Trademarks Act, 1999, as amended
TDS Tax Deducted at Source
US$/ USD/ US Dollar United States Dollar, the official currency of the United States of America
USA/ U.S./ US United States of America, its territories and possessions, any state of the United
States of America and the District of Columbia
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
VAT Value Added Tax
VCFs Venture Capital Funds as defined in and registered with the SEBI under the
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
or the Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as the case may be
w.e.f. With effect from
Year/Calendar Year Unless context otherwise requires, shall refer to the twelve-month period ending
December 31

10
 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 (collectively “Issue Material”) 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 Draft Letter of Offer, the Abridged Letter of Offer or
Application Form 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 and will electronically dispatch through
email or physical dispatch through registered post/speed post the Letter of Offer / Abridged Letter of Offer and
Application Form and Rights Entitlement Letter only to Eligible Equity Shareholders who have a registered
address in India or who have provided an Indian address to our Company. Further, the Letter of Offer will be
provided, through email or physical dispatch through registered post/ speed post, by the Registrar on behalf of our
Company to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who
are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such
jurisdictions and in each case who make a request in this regard.] Investors can also access the Draft Letter of
Offer, the Letter of Offer, the Abridged Letter of Offer and the Application Form from the websites of the
Registrar, our Company, the Lead Manager, the Stock Exchange.

In case the Eligible Equity Shareholders have provided their valid e-mail address registered with the depositories/
Company, 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 Indian addresses provided by them. Our Company, the Lead Manager, and the Registrar will
not be liable for non-dispatch of physical copies of Issue Materials.

No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that
purpose. Accordingly, the Rights Entitlements or 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 or any offering materials
or advertisements in connection with the Issue may not be distributed, in whole or in part, in any jurisdiction,
except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Draft Letter of Offer,
the Letter of Offer or the Abridged Letter of Offer will not constitute an offer in those jurisdictions in which it
would be illegal to make such an offer and, in those circumstances, this Draft Letter of Offer, the Letter of Offer
and the Abridged Letter of Offer must be treated as sent for information purposes only and should not be acted
upon for subscription to the Rights Equity Shares and should not be copied or redistributed. Accordingly, persons
receiving a copy of this Draft Letter of Offer, the Letter of Offer or the Abridged Letter of Offer or Application
Form should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute
or send this Draft Letter of Offer, the Letter of Offer or the Abridged Letter of Offer to any person outside India
where to do so, would or might contravene local securities laws or regulations. If this Draft Letter of Offer, the
Letter of Offer or the Abridged Letter of Offer or Application Form is received by any person in any such
jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights
Entitlements referred to in this Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer or the
Application Form.

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, the Lead Manager 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, the Letter of Offer, the Abridged
Letter of Offer, Application Form and Rights Entitlement Letter 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, the Letter of Offer and the Abridged Letter of Offer and the Application Form
and Rights Entitlement Letter or the date of such information.

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

BUSINESS, 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.

11
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, NEITHER OUR COMPANY NOR
THE LEAD MANAGER IS MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER
OF THE EQUITY SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE EQUITY
SHARES BY SUCH 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, this Draft Letter of Offer/ Letter of Offer / Abridged Letter of Offer and the
enclosed Application Form and Rights Entitlement Letters 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 Draft Letter of Offer/ Letter of Offer / Abridged Letter of Offer and
Application Form and Rights Entitlement Letter 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.

The Rights Entitlements and the Equity Shares have not been approved or disapproved by the US Securities and
Exchange Commission (the “US SEC”), any state securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering
of the Rights Entitlements, the Equity Shares or the accuracy or adequacy of this Draft Letter of Offer. Any
representation to the contrary is a criminal offence in the United States.

The above information is given for the benefit of the Applicants / Investors. Our Company and the Lead Manager
are 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.

12
THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR
COMPANY OR FROM LEAD MANAGER OR FROM THE REGISTRAR. THIS DOCUMENT IS NOT
TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSON.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a Public Limited (Listed) Company under the laws of India and all the Directors and all Executive
Officers are residents of India. It may not be possible or may be difficult for investors to affect service of process
upon the Company or these other persons outside India or to enforce against them in courts in India, judgments
obtained in courts outside India. India is not a party to any international treaty in relation to the automatic
recognition or enforcement of foreign judgments.

However, recognition and enforcement of foreign judgments is provided for under Sections 13, 14 and 44A of the
Code of Civil Procedure, 1908, as amended (the “Civil Procedure Code”). Section 44A of the Civil Procedure
Code provides that where a certified copy of a decree of any superior court (within the meaning of that section)
in any country or territory outside India which the Government of India has by notification declared to be a
reciprocating territory, is filed before a district court in India, such decree may be executed in India as if the decree
has been rendered by a district court in India. Section 44A of the Civil Procedure Code is applicable only to
monetary decrees or judgments not being in the nature of amounts payable in respect of taxes or other charges of
a similar nature or in respect of fines or other penalties. Section 44A of the Civil Procedure Code does not apply
to arbitration awards even if such awards are enforceable as a decree or judgment. Among others, the United
Kingdom, Singapore, Hong Kong and the United Arab Emirates have been declared by the Government of India
to be reciprocating territories within the meaning of Section 44A of the Civil Procedure Code.

The United States has not been declared by the Government of India to be a reciprocating territory for the purposes
of Section 44A of the Civil Procedure Code. Under Section 14 of the Civil Procedure Code, an Indian court shall,
on production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment
was pronounced by a court of competent jurisdiction unless the contrary appears on the record; but such
presumption may be displaced by proving want of jurisdiction.

A judgment of a court in any non-reciprocating territory, such as the United States, may be enforced in India only
by a suit upon the judgment subject to Section 13 of the Civil Procedure Code, and not by proceedings in
execution. Section 13 of the Civil Procedure Code, which is the statutory basis for the recognition of foreign
judgments (other than arbitration awards), states that a foreign judgment shall be conclusive as to any matter
directly adjudicated upon between the same parties or between parties under whom they or any of them claim
litigating under the same title except where:

• The judgment has not been pronounced by a court of competent jurisdiction;

• The judgment has not been given on the merits of the case;
• The judgment appears on the face of the proceedings to be founded on an incorrect view of international law
or a refusal to recognize the law of India in cases where such law is applicable;
• The proceedings in which the judgment was obtained are opposed to natural justice;
• The judgment has been obtained by fraud; and/or
• The judgment sustains a claim founded on a breach of any law in force in India.

A suit to enforce a foreign judgment must be brought in India within three years from the date of the judgment in
the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would
award damages on the same basis as a foreign court if an action is brought in India. In addition, it is unlikely that
an Indian court would enforce foreign judgments if it considered the amount of damages awarded as excessive or
inconsistent with public policy or if the judgments are in breach of or contrary to Indian law. A party seeking to
enforce a foreign judgment in India is required to obtain prior approval from the Reserve Bank of India to
repatriate any amount recovered pursuant to execution of such judgment. Any judgment in a foreign currency
would be converted into Rupees on the date of such judgment and not on the date of payment and any such amount
may be subject to income tax in accordance with applicable laws. The Company cannot predict whether a suit
brought in an Indian court will be disposed of in a timely manner or be subject to considerable delays.

13
 PRESENTATION OF FINANCIAL 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 (“IST”).
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 has been derived from our Financial Statements. For details, please see “Financial
Information” on page 75 of this Draft Letter of Offer. Our Company’s financial year commences on April 01 and
ends on March 31 of the next year. Accordingly, all references to a particular financial year, unless stated
otherwise, are to the twelve (12) month period ended on March 31 of that year.

The GoI has adopted the Indian accounting standards (“Ind AS”), which are converged with the International
Financial Reporting Standards of the International Accounting Standards Board (“IFRS”) and notified under
Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended (the “Ind AS Rules”).

We have prepared our annual Audited Financial Statements in accordance with Ind AS and Limited Review
Report in accordance with recognition and measurement principles laid down in Ind AS 34 prescribed under the
Section 133 of the Companies Act 2013 and Regulation 33 of SEBI (Listing Obligation and Disclosure
Requirements), 2015. Our Company publishes its financial statements in Indian Rupees. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in this Draft Letter of Offer
should accordingly be limited.

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 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 1,000,000.

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 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 Information” on page 75 of this Draft Letter of Offer.

Certain figures contained in this Draft Letter of Offer, including financial information, have been subject to
rounded 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,

14
(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.

Currency and Units of Presentation

All references to:

• “Rupees” or “₹” or “INR” or “Rs.” 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 Euros, 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.
One lakh represents 1,00,000 and one million represents 1,000,000. 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 Financial Information.

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 Exchange rate as on

December 31, 2022 March 31, 2022 March 31, 2021 March 31, 2020
1 USD 82.77 75.80 73.53 75.38
(Source:www.fbil.org.in)

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 LM or any of its affiliates or advisors. 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 20, 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.

15
 FORWARD - LOOKING STATEMENTS

This Draft Letter of Offer contains certain “forward-looking statements”. Forward looking statements appear
throughout this Draft Letter of Offer, including, without limitation, under the chapters titled “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
“Industry Overview”. Forward-looking statements include statements concerning our Company’s plans,
objectives, goals, strategies, future events, future revenues or financial performance, capital expenditures,
financing needs, plans or intentions relating to acquisitions, our Company’s competitive strengths and weaknesses,
our Company’s business strategy and the trends our Company anticipates in the industries and the political and
legal environment, and geographical locations, in which our Company operates, and other information that is not
historical information. These forward-looking statements generally can be identified by words or phrases such as
“aim”, “anticipate”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “likely”, “may”,
“objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “seek to”, “will”, “will continue”, “will pursue”,
“forecast”, “target”, 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, results 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.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, the competition in our industry and markets, technological
changes, our exposure to market risks, general economic and political conditions in India and globally which have
an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally, changes in laws, regulations and taxes, incidence of
natural calamities and/or acts of violence. Important factors that could cause actual results to differ materially
from our Company’s expectations include, but are not limited to, the following:

• As an NBFC, we are subject to periodic inspections by the RBI. Non-compliance with observations made
by RBI during these inspections could expose us to penalties and restrictions;
• We operate in a highly competitive industry and our inability to compete effectively may adversely affect
our business;
• Our business will require substantial funds, and any disruption in funding sources would have a material
adverse effect on our liquidity and financial condition;
• 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; and
• We depend on the accuracy and completeness of information about customers and counterparties for certain
key elements of our credit assessment and risk management process. Any misrepresentation, errors in or
incompleteness of such information could adversely affect our business and financial performance.

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 20, 70 and 117, 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.

16
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, our Directors, our Promoters, the LM, the Syndicate Member(s) nor 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 and the Lead Manager 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 THIS DRAFT LETTER OF OFFER

The following is a general summary of the terms of this Issue, and should be read in conjunction with and is
qualified by the more detailed information appearing in this Draft Letter of Offer, including the sections titled
“Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Our Business”, “Industry Overview”,
“Outstanding Litigations and Defaults” and “Terms of the Issue” on pages 20, 40, 46, 48, 70, 56, 127 and 135
respectively.

1. Primary Business of our Company

We are a Non Deposit Accepting Non-Banking Financial Company (NBFC) registered with RBI to carry on the
NBFC activities under Section 45IA of the Reserve Bank of India Act, 1934 bearing Registration no. 13.00691
dated April 20, 1998. As the Company has been granted NBFC License by RBI, the Company’s business model
is mainly centered on Loan activities i.e. granting of unsecured loans to body corporates and individuals. We
need financial resources to fuel the growing demand and to seize the opportunities presented by the market from
time to time. We have been in the business for the last 25 years. There are no holding as well as subsidiary
companies of the Company.

For further details, please refer to the chapter titled “Our Business” at page 70 of this Draft Letter of Offer.

2. Objects of the Issue

The Net Proceeds are proposed to be used in the manner set out in the following table:
(₹ in lakhs)
Particulars Amount
Repayment of unsecured loans availed by our company from Promoter and Promoter Group 2,490.00
Augmentation of Capital Base of our Company 2,210.00
Net Proceeds from the Issue [•]

For further details, please see chapter titled “Objects of the Issue” beginning on page 48 of this Draft Letter of
Offer.

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

Amarr Narendra Galla, the Promoter of our Company, and members of our Promoter Group have, vide his letters
dated February 24, 2023 (the “Subscription Letters”) undertaken to: (a) subscribe, jointly and/ or severally to
the full extent of their Rights Entitlement and subscribe to the full extent of any Rights Entitlement that may be
renounced in their favour by any other Promoters or member(s) of the Promoter Group of our Company; and
(b) subscribe to, either individually or jointly and/ or severally with any other Promoters or member of the
Promoter Group, for additional Rights Equity Shares, including subscribing to unsubscribed portion (if any) in
the Issue.

The additional subscription by the promoter and promoter group shall be made subject to such additional
subscription not resulting in the minimum public shareholding of the issuer falling below the level prescribed in
LODR/ SCRR. 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.

4. Summary of Outstanding Litigation and Defaults

A summary of the pending tax proceedings and other material litigations involving our Company is provided
below:

Nature of cases Number of cases Amount involved* (₹ in

lakhs)
Proceedings involving moral turpitude or criminal liability on our Nil Nil
Company
Proceedings involving material violations of statutory regulation by 3 5.70
our Company
Matters involving economic offences where proceedings have been Nil Nil
initiated against our Company

18
 Nature of cases Number of cases Amount involved* (₹ in
lakhs)
Other proceedings involving our Company which involve an amount Nil Nil
exceeding the Materiality Threshold or are otherwise material in terms
of the Materiality Policy, and other pending matters which, if they
result in an adverse outcome would materially and adversely affect the
operations or the financial position of our Company

5. Risk Factors

Please see the chapter titled “Risk Factors” beginning on page 20 of this Draft Letter of Offer.

6. Summary of Contingent Liabilities

For details regarding our contingent liabilities for Fiscal 2022 and December 31, 2022, see “Financial
Information” at page 75 of this Draft Letter of Offer.

7. Summary of Related Party Transactions

For details regarding our related party transactions for Fiscal 2022 and December 31, 2022, see “Financial
Information” at page 75 of this Draft Letter of Offer.

8. Issue of equity shares made in last one year for consideration other than cash

Our Company has not made any issuances of Equity Shares in the last one year for consideration other than
cash.

19
 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
of us 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 56, 70 and 117 of this Draft Letter of Offer, 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, including the LM, 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 16 of this Draft Letter of Offer.

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 Financial Information and the Limited Review
Financial Information, prepared in accordance with Ind AS, the Companies Act and 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.

In this section, unless the context requires otherwise, any reference to “we”, “us” or “our” refers to Enbee Trade
& Finance Limited.

The risk factors are classified as under for the sake of better clarity and increased understanding.

INTERNAL RISK FACTORS

20
BUSINESS RELATED RISKS

1. As an NBFC, we are subject to periodic inspections by the RBI. Non-compliance with observations made
by RBI during these inspections could expose us to penalties and restrictions.

Under section 45N of the Reserve Bank of India, 1934 (“RBI Act”) we are subject to periodic inspections
by the RBI to verify correctness or completeness of any statement, information or particulars furnished to
the RBI for the purpose of obtaining any information or particulars which our Company has failed to furnish
on being called upon to do so. While we may respond to RBI and address such observations; there can be no
assurance that the RBI will not make similar or other observations in the future. If we are unable to resolve
such deficiencies to RBI’s satisfaction, our ability to conduct out business may be adversely affected.
Imposition of any penalty or adverse findings by the RBI during the ongoing or any future inspections may
have an adverse impact on our business prospects, financial condition and results of operations.

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.

2. 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
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. 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.

3. 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’

21
 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.

4. The majority of Issue proceeds will be utilized by our Company for repayment of unsecured loans availed
by it from our Promoter and members of our Promoter Group.

One of the Objects of this Issue is to repay the unsecured loans amounting to ₹ 2,490 lakhs availed by our
Company from our Promoter and members of our Promoter Group. As on January 31, 2023, we have
outstanding unsecured loans aggregating to ₹ 2,490 lakhs from our Promoter and member of the Promoter
Group. Out of the Issue proceeds, we intend to utilize ₹ 2,490 lakhs for repayment of unsecured loans availed
by our Company from our Promoter and members of the Promoter Group. For further details, please see the
chapter titled “Objects of the Issue” beginning on page 48 of this Draft Letter of Offer.

5. 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.

A significant component of our revenue is the interest on loans and other financing activity we receive from
the loans we disburse. 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.

6. We depend on the accuracy and completeness of information about customers and counterparties for
certain key elements of our credit assessment and risk management process. Any misrepresentation,
errors in or incompleteness of such information could adversely affect our business and financial
performance.

In deciding whether to extend credit or enter into other transactions with customers, for certain key elements
of the credit assessment process, we rely on information furnished to us by or on behalf of customers
(including in relation to their financial transactions and past credit history). We may also rely on certain
representations from our customers as to the accuracy and completeness of that 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
judgement 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. Our risk 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.

7. High levels of customer defaults or delays in repayment of loans could adversely affect our business,
financial condition and results of operations.

Our business involves lending money and accordingly we are subject to customer default risks including
default or delay in repayment of principal and/or interest on our loans. Customers may default on their

22
 obligations to us as a result of various factors including bankruptcy, lack of liquidity, lack of business and
operational failure. If borrowers fail to repay loans in a timely manner or at all, our financial condition and
results of operations will be adversely impacted. Although we believe that our risk management controls are
sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management
policies for individual borrowers will not be required. Failure to continuously monitor the loan contracts,
could adversely affect our credit portfolio which could have a material and adverse effect on our results of
operations and financial condition.

8. We may not be able to recover, on a timely basis or at all, the full value of collateral or amounts which
are sufficient to cover the outstanding amounts due under defaulted loans.
The value of the security provided to us, may be subject to reduction in value on account of other extraneous
reasons. Consequently, the realizable value of the security for the loans provided by us, when liquidated,
may be lower than principal amount outstanding along with interest and other costs recoverable from such
customers.

Although we believe that we generally maintain a sufficient margin in the collateral value, if we have to
enforce such pledges and if at the time of such enforcement, due to adverse market conditions, the market
value of the pledged securities have fallen to a level where we are unable to recover the monies lent by us,
along with interest accrued thereon and associated costs, the results of our operations would be adversely
affected. In case of any shortfall in margins in connection with the securities pledged as collaterals, we
typically call upon the relevant customer to provide further collateral to make up for the deficit in such
margins. Furthermore, enforcing our legal rights by litigating against defaulting customers is generally a
slow and potentially expensive process in India. Accordingly, it may be difficult for us to recover amounts
owed by defaulting customers in a timely manner or at all.

9. Our Company’s inability to obtain, renew or maintain the statutory and regulatory permits and approvals
which are required to operate its existing or future businesses may have a material adverse effect on its
business, financial condition, cash flows and results of operations.

NBFCs in India are subject to regulations and supervision by the RBI. In addition to the numerous conditions
required for the registration as an NBFC with the RBI, we are also required to comply with certain other
regulatory requirements for its business imposed by the RBI. In the future, there could be circumstances
where our Company may be required to renew applicable permits and approvals and obtain new permits and
approvals for its current and any proposed operations or in the event of a change in applicable law and
regulations. There can be no assurance that RBI or other relevant authorities will issue any such permits or
approvals in the time-frame anticipated by our Company, or at all. In addition, we require several
registrations to operate our branches in the ordinary course of business. These registrations include those
required to be obtained or maintained under applicable legislations governing shops and establishments,
professional tax, GST registrations etc. Some of these approvals may have expired in the ordinary course,
and our Company has either applied, or is in the process of applying for renewals of them. Failure by our
Company to renew, maintain or obtain the required permits or approvals may result in an interruption of its
operations and may have a material adverse effect on its business, financial condition, cash flows and results
of operation.

10. Our borrowers may transfer loan balances to other banks or financial institutions, resulting in a loss of
expected interest income expected from such loans.

If interest rates rise, borrowers with variable interest rates on their loans are exposed to increased equated
monthly instalments (“EMIs”) when the loans’ interest rate adjusts upward. Such borrowers may seek to
refinance their loans through balance transfer to other banks and financial institutions to avoid increased
EMIs that result from an upwards adjustment of the loans’ interest rate. Even if interest rates do not increase,
our borrowers may seek to transfer loans to banks or other financial institutions that offer lower interest rates.
Loan balance transfers result in a loss of interest income expected from such loans over the course of their
tenure. All NBFCs and HFCs are prohibited from charging pre-payment penalties on any floating rate term
loan sanctioned for purposes other than business to individual borrowers. Even where we are allowed to
charge a prepayment penalty, the amount of such penalty will not make up for all of the loss of interest
income expected from such loans. Some of our borrowers may be able to find balance transfer options at
comparably lower interest rates or other financing alternatives, which could have an adverse effect on our
business, results of operations and financial condition.

23
11. We may experience difficulties in expanding our products.

Expanding our products portfolio with new or existing products can be costly and require significant
management time and attention. Additionally, as our operations grow in size, scope and complexity and our
product offerings increase, we will need to enhance and upgrade our systems and infrastructure to offer an
increasing number of enhanced solutions, features and functionality. The expansion of our systems and
infrastructure will require us to commit substantial financial, operational and technical resources in advance
of an increase in the volume of business, with no assurance that the volume of business will increase. We
will need to recruit new employees, who will have to be trained and integrated into our operations. We will
also have to train existing employees to adhere properly to internal controls and risk management procedures.
Failure to train our employees properly may result in an increase in employee attrition rates, require
additional hiring, erode the quality of customer service, divert management resources, increase our exposure
to high -risk credit and impose significant costs on us.

12. We are exposed to operational and credit risks which may result in NPAs, and we may be unable to control
or reduce the level of NPAs in our portfolio.

Our Company’s inability to control the number and value of its NPAs may lead to deterioration of the quality
of its loan portfolio and may adversely impact its business. Further, if our customers default in their
repayment obligations, our business, results of operations, financial condition and cash flows may be
adversely affected.

13. We may face asset-liability mismatches, which could affect our liquidity and consequently may adversely
affect our operations and profitability.

Assets and liability mismatch (“ALM”) represents a situation when financial terms of an institution’s assets
and liabilities do not match. ALM is a key financial parameter indicative of an NBFC’s performance. We
cannot assure you that we will be able to maintain a positive ALM always. We may rely on funding options
with short term maturity periods for extending long term loans, which may lead to a negative ALM. Further,
mismatches between our assets and liabilities are compounded in case of prepayment of financing facilities
we grant to customers. Any mismatch in our ALM, may lead to a liquidity risk and have an adverse effect
on our business prospects, financial condition, results of operations and profitability.

14. 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 willful
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.
Because techniques used to obtain unauthorized access or to sabotage systems change frequently and
generally are not recognized until they are launched against a target, we and our third party hosting facilities
may be unable to anticipate these techniques or to implement adequate preventative measures. In addition,
we may be required under applicable regulations to notify individuals of data security breaches involving
their personal data. These mandatory disclosures regarding a security breach are costly to implement and
often lead to widespread negative publicity, which may cause customers to lose confidence in the
effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm
our reputation, and result in lost customers, which could in turn have a material adverse effect on our
business, prospects, results of operations, financial condition or cash flows.

15. If we are unable to comply with the capital adequacy requirements stipulated by the RBI in connection
with our lending business, our business, results of operations and cash flows may be materially and

24
 adversely affected.

Our lending business, is subject to various regulations relating to the capital adequacy of NBFCs, which
determine the minimum amount of capital we are required to maintain. There can be no assurance that we
will be able to maintain CRAR within the regulatory requirements. Further, as we grow our lending business
loan portfolio, we will be required to raise additional Tier I and Tier II capital in order to continue to meet
applicable capital adequacy ratios with respect to such business. There can be no assurance that we will be
able to raise adequate additional capital in the future on favourable terms, or at all. This could result in non-
compliance with applicable capital adequacy ratios, which could have a material adverse effect on our
business, results of operations and cash flows. Also, there is no assurance that RBI will not take any action
for breaches in capital adequacy norms by our Company in the future. This could materially adversely affect
our business, prospects, results of operations, financial condition and cash flows and could impair our ability
to continue current operations and in extreme case, may lead to suspension/ cancellation/ withdrawal of our
license to operate as an NBFC.

16. Any failure or severe weakness in our internal controls system could result in operational errors or fraud,
affecting our profitability and reputation materially and negatively.

We have appropriate internal controls that are commensurate with the size and complexity of our operations.
Our internal control procedures are equipped to conduct continuing assessments of the sufficiency and
effectiveness of internal controls to ensure that business units follow our internal risk policies, compliance
requirements, and internal circular guidelines. While we test and update our internal controls systems on a
regular basis, we are nevertheless susceptible to operational risks deriving from the potential inadequacy or
failure of internal processes or systems, and our measures may not be enough to ensure effective internal
controls in all instances.

Our management information systems and internal control procedures for monitoring our operations and
overall compliance may not catch every instance of non-compliance or suspicious transaction. If internal
control deficiencies are discovered, our actions may not be sufficient to remedy the situation. We encounter
operational risks and there may be losses as a result of internal control system failures or shortcomings. Deal
errors, pricing problems, erroneous financial reporting, fraud, and the loss of essential systems and
infrastructure may all result from failures in our internal controls systems. Such incidents may have a
negative impact on our reputation, business, and operational outcomes. Internal control failures or material
deficiencies can also lead to fraud situations. There can also be no assurance that we would be able to prevent
frauds in the future or that our existing internal mechanisms to detect or prevent fraud will be sufficient. Any
fraud discovered in the future may have an adverse effect on our reputation, business, results of operations
and financial condition.

17. 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.

25
 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.

18. Our insurance coverage may not adequately protect us against losses.

We keep insurance coverage that we believe is sufficient for our activities. Our insurance policies, on the
other hand, may not provide appropriate coverage in some situations and are subject to deductibles,
exclusions, and policy limits. We cannot, however, guarantee that the terms of our insurance policies will be
adequate to cover any damage or loss we incur, that such coverage will continue to be available on reasonable
terms or in sufficient amounts to cover one or more large claims, or that the insurer will not deny coverage
for any future claim.

19. Our inability to completely and timely detect money laundering and other illicit actions 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.

20. Our trademarks used by us are currently not registered in the name of our Company. Failure to protect
our intellectual property rights may adversely affect our competitive business position, financial condition
and profitability.

Our name and logo are not registered under the provisions of Trademark Act, 1999 and therefore may be
subject to counterfeiting or imitation which would adversely impact our reputation and lead to loss of
customer confidence, reduced sales and higher administrative costs. Thus, we cannot guarantee that the
application for registration of some of our trademarks made by us will be allowed. In case we are unable to
obtain the registration for the said trademarks in our name, we may suffer reputation loss, loss of customers
etc. as we do not enjoy any statutory protection under the Trade Marks Act, 1999 which is important to retain
our brand image. Further even if our name and logo are registered, we cannot assure that third parties will
not infringe on our intellectual property, thereby causing damage to our business prospects, reputation and
goodwill.

21. In the past, there have been instances of delayed or non- filing of certain forms which were required to
be filed as per the reporting requirements under the Companies Act, 1956 and Companies Act, 2013 to
RoC by our Company.

In the past, there have been certain instances of delay in filing of statutory forms as per the reporting
requirements under the Companies Act, 1956 and Companies Act, 2013 with the RoC, which have been
subsequently filed by payment of an additional fee as specified by RoC by our Company. Further, there have
been instances of non-filings of statutory forms with RoC as per the reporting requirements laid down under
the Companies Act 1956 and Companies Act, 2013 by our Company, for instance, while our Company has
repaid the loans which were availed from The Vysya Bank Limited, State Bank of India and Bank of
Maharashtra, however it failed to file the statutory form, Form 17 with the RoC for satisfaction of the charge,
consequent to which the loans availed from the aforementioned banks are still reflecting under the index of
charges maintained by the RoC. No show cause notice in respect to the above has been received by our
Company till date. The occurrence of instances of delayed or erroneous filings in future may impact our
results of operations and financial position.

22. If we are unable to maintain and enhance the ‘Enbee’ brand equity, the sales of our services may suffer

26
 which would have a material adverse effect on our financial condition and results of operations

The brand we have developed, has over the years, significantly contributed to the success of our business. We
also believe that maintaining and enhancing the ‘Enbee’ brand, is critical to maintaining and expanding our
client base. Maintaining and enhancing our ‘Enbee’ brand may require us to make substantial investments in
various areas, such as development, marketing and brand building activities, and these investments may not
be successful. Further, in the event that we are not able to maintain the quality of our service or our goodwill
is affected for any reason, our business and results of operations may be adversely affected. There can be no
assurance that consumers will continue to be receptive to our brand.

In particular, as we expand into new market segments, there can be no assurance that consumers in these
market segments will accept our brand. Further, our brand may also be adversely affected if our public image
or reputation is tarnished by any negative publicity. Maintaining and enhancing our brand will depend largely
on our ability to anticipate, gauge and respond in a timely manner to changing trends and consumer demands
and preferences, and to continue to provide high quality services, which we may not do successfully. If we are
unable to maintain or enhance our brand image, our results of operations and our business may be affected.

23. Our results of operations are likely to vary from year to year and be unpredictable, which could cause the
market price of the Equity Shares to be volatile.

Our results of operations in any given year can be influenced by a number of factors, many of which are
outside of our control and may be difficult to predict, including:

a. our ability to acquire and retain clients for our services;

b. maintaining high levels of customer satisfaction;
c. costs relating to our operations;
d. adhering to our high quality and process execution standards;
e. pricing/interest rate policies introduced by our competitors;
f. the timing and nature of, and expenses incurred in, our marketing efforts;
g. recruiting, training, and retaining sufficient skilled technical and management personnel; and
h. developing and improving our internal administrative infrastructure, particularly our financial,
operational, communications, and other internal systems.

All of these factors, in combination or alone could negatively impact our revenues and may cause significant
fluctuations in our results of operations. This variability and unpredictability could materially and adversely
affect our results of operations and financial condition.

24. We have experienced negative cash flows in relation to our operating activities and investment activities
in recent years/periods. Any negative cash flows in the future could adversely affect our results of
operations and financial condition.

We have experienced negative cash flows from operations in the recent past. Our cash flow for FY 2019-20,
FY 2020-21 and FY 2021-22, are set forth in the table below:
(in ₹ lakhs)
Particulars For the year ended March 31
2021-22 2020-21 2019-20
Net cash used in operating activities (1,202.08) 1.74 11.95
Net cash used in investing activities (0.01) (0.02) (12.69)
Net cash from financing activities 1,085.30 0.00 0.00

Any negative cash flows in the future could adversely affect our results of operations and financial condition.

For further details, see “Management’s Discussion and Analysis of our Financial Condition and Results of
Operations” on page 117.

25. We do not own our Registered Office. Disruption of our rights as licensee/ lessee or termination of the
agreement with our licensors/ lessors would adversely impact our business.

The Registered Office of our Company is taken on lease for a fixed tenure from our Promoter. The lease is
renewable on mutually agreed terms. Upon termination of the lease, we are required to return the said

27
 business premises to the Lessor/Licensor, unless renewed. There can be no assurance that the term of the
agreements will be renewed and in the event the Lessor/Licensor terminates or does not renew the
agreements on commercially acceptable terms, or at all, and we are required to vacate our offices, we may
be required to identify alternative premises and enter into fresh lease or leave and license agreement. We
may have to find new premises which may lead to higher costs. However, since the registered office premises
are owned by our promoter/promoter group, we do not foresee any problem in renewal.

26. Our Promoters, Directors and Key Managerial Personnel have interests in our Company other than
reimbursement of expenses incurred or normal remuneration or benefits.

Our Promoters, Directors and Key Managerial Personnel, may be deemed to be interested in our Company,
in addition to the regular remuneration or benefits, reimbursements of expenses, Equity Shares held by them
or their relatives, their dividend or bonus entitlement, benefits arising from their directorship in our
Company. Our Promoters, Directors and Key Managerial Personnel may also be interested to the extent of
any transaction entered into by our Company with any other company or firm in which they are directors or
partners. For further details, please see the section titled “Financial Information” at page 75 of this Draft
Letter of Offer.

There can be no assurance that our Promoters, Directors, Key Management Personnel will exercise their
rights as shareholders to the benefit and best interest of our Company. Our Promoters and members of our
Promoter Group will continue to exercise significant control over our Company, including being able to
control the composition of our Board of Directors and determine decisions requiring simple or special
majority voting of shareholders, and our other shareholders may be unable to affect the outcome of such
voting. Our Directors and our Key Management Personnel may take or block actions with respect to our
business, which may conflict with the best interests of our Company or that of minority shareholders.

27. Our Promoters and members of the Promoter Group have significant control over the Company and have
the ability to direct our business and affairs; their interests may conflict with your interests as a
shareholder.

After the completion of the Issue, our Promoters and the members of the Promoter Group will hold
approximately [●]% of the paid-up equity share capital of our Company assuming full subscription to the
Rights Entitlement in the Issue. Our Promoters and the members of the Promoter Group holding Equity
Shares in our Company, have undertaken to fully subscribe for their Rights Entitlement. They reserve the
right to subscribe for their Rights Entitlement pursuant to any renunciation made by any member of the
Promoter Group to another member of the Promoter Group. Such subscription for Equity Shares over and
above their Rights Entitlement, if allotted, may result in an increase in their percentage shareholding above
their current percentage shareholding. So long as the Promoters have a majority holding, they will be able to
elect the entire Board and control most matters affecting us, including the appointment and removal of the
officers of our Company, our business strategy and policies and financing. Further, the extent of the
Promoters’ shareholding in our Company may result in the delay or prevention of a change of management
or control of our Company, even if such a transaction may be beneficial to the other shareholders of our
Company.

28. Our Promoter is not the original promoter of our Company and has acquired control of our Company on
in 2016, therefore we cannot trace certain historical records of our Company.

Our Promoter is not the original Promoter of the Company and has acquired control of our Company in the
year 2016. In view of the change in management, we are unable to access certain historical records of the
Company, such as prospectus issued during the initial public offer of the Company. Accordingly, we have
relied on other documents, including annual returns, directors’ report, the statutory register of members of
the Company, minutes of the meetings of the Board of Directors and Shareholders. We cannot assure you
that on account of any of the missing records, we will not be subject to any penalties imposed by the relevant
regulatory authority in this respect.

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

As of December 31, 2022, March 31, 2022, March 31, 2021, we have entered into several related party
transactions with our Promoters, individuals and entities forming a part of our promoter group relating to

28
 our operations. In addition, we have in the past also entered into transactions with other related parties. For
further details, please see the section titled “Financial Information” at page 75 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 favourable 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. In addition, our business and growth
prospects may decline if we cannot benefit from our relationships with them in the future.

30. Our Company has taken certain unsecured loans from our Promoter and members of our Promoter
Group, which may be recalled at any time.

As on January 31, 2023, our Company has outstanding unsecured loans aggregating to ₹ 2,490 lakhs, which
have been extended by our Promoter and members forming part of our Promoter Group and may be recalled
by them at any time. In the event, any of such lenders seek a repayment of any these loans, our Company
would need to find alternative sources of financing, which may not be available on commercially reasonable
terms, or at all. If we are unable to arrange for any such financing arrangements, we may not have adequate
working capital to undertake new projects or complete our ongoing projects. Therefore, any such demand
may adversely affect our business, financial condition and results of operations.

31. Our future fund requirements, in the form of further issue of capital or securities and/or loans taken by
us, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are
eventually raised.

We may require additional capital from time to time depending on our business needs. Any further issue of
Equity Shares or convertible securities would dilute the shareholding of the existing Shareholders and such
issuance may be done on terms and conditions, which may not be favourable to the then existing
Shareholders. If such funds are raised in the form of loans or debt or preference shares, then it may
substantially increase our fixed interest/dividend burden and decrease our cash flows, thus adversely
affecting our business, results of operations and financial condition.

32. Our success largely depends upon the knowledge and experience of our Promoters, Directors and our Key
Managerial Personnel. Loss of any of our Directors and key managerial personnel or our ability to attract
and retain them could adversely affect our business, operations and financial condition.

The growth and success of our Company’s future significantly depends upon the experience and continued
services and the management skills of our Key Managerial Personnel and the guidance of our Directors for
development of business strategies, monitoring its successful implementation and meeting future challenges.
We believe the expertise, experience and continued efforts of our Key Managerial Personnel and their inputs
are valuable to for the operations of our Company. Our future success and growth depend largely on our
ability to attract, motivate and retain the continued service of our highly skilled management personnel. Our
Company has never been faced with a challenge of high rate of attrition of our Key Management Personnel
in the past, however, any attrition of our experienced Key Managerial Personnel, would adversely impact
our growth strategy. We cannot assure you that we will be successful in recruiting and retaining a sufficient
number of personnel with the requisite skills to replace those Key Managerial Personnel who leave. In the event
we are unable to motivate and retain our key managerial personnel and thereby lose the services of our
highly skilled Key Managerial Personnel may adversely affect the operations, financial condition and
profitability of our Company and thereby hampering and adversely affecting our ability to expand our
business. For further details on our Directors and Key Managerial Personnel, please refer to the chapter titled
― “Our Management and Organisational Structure” on page 73 of this Draft Letter of Offer.

33. Our Company has been unable to make payment towards certain statutory dues for more than six months
and therefore our Statutory Auditor has included an emphasis of matter in the CARO report for the
Financial Year ended March 31, 2022.

Our Statutory Auditor has included the following Emphasis of Matter in the CARO report for the Financial
Year ended March 31, 2022:

“In respect of Company’s Statutory Dues:

29
 According to the information and explanations given to us and the records of the Company examined by us,
in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund,
employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added
tax, cess, goods and services tax and other material statutory dues, as applicable, with the appropriate
authorities except for following:

As on balance sheet date, the company has not paid following statutory dues for more than 6 months:

Particulars Amount (in ₹)

TDS 17,01,600

The statutory due outstanding as at December 31, 2022 were ₹ 86.49 lakhs of which ₹ 32.85 lakhs is
outstanding for more than six months. The details of such statutory dues have been provided below:
(₹ in lakhs)
Particulars Outstanding amount as at December Outstanding amount for more than six months
31, 2022 as at December 31, 2022
Income Tax 45.98 25.80
Profession tax 0.36 0.20
TDS 40.15 6.86
Total 86.49 32.86

Although no show cause notice in respect to the above has been received by our Company till date and no
penalty or fine has been imposed by any regulatory authority, it cannot be assured that there will not be such
instances in the future or that our Company will not commit any further delays or defaults in relation to the
applicable regulatory requirements, or that any penalty or fine will not be imposed by any regulatory
authority in respect to the same.

34. Our ability to pay dividends in the future may be affected by any material adverse effect on our future
earnings, financial condition or cash flows.

Our ability to pay dividends in future will depend on our earnings, financial condition and capital
requirements. Our business is working capital intensive and we are required to obtain consents from certain
of our lenders prior to the declaration of dividend as per the terms of the agreements executed with them.
We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend
on our capital requirements and financing arrangements in respect of our operations, financial condition and
results of operations. Our Company has not declared dividends in the past, and there can be no assurance
that our Company will declare dividends in the future.

35. The deployment of funds is entirely at our discretion and as per the details mentioned in the chapter 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. However, the management
of our Company shall not have the power to alter the objects of this Issue except with the approval of the
Shareholders of the Company given by way of a special resolution in a general meeting, in the manner
specified in Section 27 of the Companies Act, 2013. Additionally, the dissenting shareholders being those
shareholders who have not agreed to the proposal to vary the objects of this Issue, our Promoters shall
provide them with an opportunity to exit at such price, and in such manner and conditions as may be specified
by the SEBI, in respect to the same. For further details, please refer to the chapter titled ― “Objects of the
Issue” on page 48 of this Draft Letter of Offer.

36. As the securities of our Company are listed on BSE Limited, our Company is subject to certain obligations
and reporting requirements under the SEBI Listing Regulations. Any non-compliances/delay in
complying with such obligations and reporting requirements may render us liable to prosecution and/or
penalties.

30
 The Equity Shares of our Company are listed on BSE, therefore we are subject to the obligations and
reporting requirements prescribed under the SEBI Listing Regulations, as well as requirements under the
Companies Act for a listed Company. During the preceding one year from the date of filing of this Draft
Letter of Offer, there have been no defaults in complying with the applicable provisions of SEBI Listing
Regulations and accordingly, our Company has filed this Draft Letter of Offer under Part B of Schedule VI
of SEBI ICDR Regulations.

Our Company endeavours to comply with all applicable obligations/reporting requirements, however, upon
occurrence of any future instances of non-disclosures/delayed/erroneous disclosures and/or any other
violations by us, our Company may be exposed to imposition of penalties, warnings and show cause notices
being against us by SEBI and Stock Exchanges. For instance, BSE Limited has imposed fine on our
Company in the past on account of non-compliance of certain provisions of the SEBI Listing Regulations,
for further details, refer to – “Outstanding Litigations and Defaults - Proceedings involving material
violations of statutory regulations by our Company” on page 127. Any future adverse regulatory action or
development could affect our business reputation, divert management attention, and result in a material
adverse effect on our business prospects and financial performance and on the trading price of the Equity
Shares.

37. We have not commissioned an industry report for the disclosures made in the chapter titled “Industry
Overview” and made disclosures on the basis of the data available on the internet and such 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 chapter titled “Industry Overview” of this Draft Letter of Offer.
We have made disclosures in the said chapter on the basis of the relevant industry related data available
online for which relevant consents have not been obtained. We have not independently verified such 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 Draft Letter of Offer. Further, the industry data
mentioned in this Draft 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 Draft Letter of Offer in this context.

ISSUE SPECIFIC RISKS

38. We will not distribute the Draft Letter of Offer, the Letter of Offer, the Abridged Letter of Offer,
Application Form and Rights Entitlement Letter to overseas Shareholders who have not provided an
address in India for service of documents.

In accordance with the SEBI ICDR Regulations and SEBI Rights Issue Circular our Company will send, only
through email, the Abridged Letter of Offer, the Rights Entitlement Letter, Application Form and other issue
material to the email addresses of all the Eligible Equity Shareholders who have provided their Indian
addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity
Shares permitted under laws of such jurisdictions and in each case who make a request in this regard. The
Issue Materials will not be distributed to addresses outside India on account of restrictions that apply to
circulation of such materials in overseas jurisdictions. However, the Companies Act, 2013 requires
companies to serve documents at any address which may be provided by the members as well as through e-
mail. Presently, there is lack of clarity under the Companies Act, 2013 and the rules made thereunder with
respect to distribution of Issue Materials in overseas jurisdictions where such distribution may be prohibited
under the applicable laws of such jurisdictions. While we have requested all the shareholders to provide an
address in India for the purposes of distribution of Issue Materials, we cannot assure you that the regulator
or authorities would not adopt a different view with respect to compliance with the Companies Act, 2013
and may subject us to fines or penalties.

39. SEBI has recently, by way of circular dated January 22, 2020, 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

31
 caution, carefully follow the requirements as stated in the SEBI circular dated January 22, 2020 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 135 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 suspended for debit or credit
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.

40. The Rights Entitlement of Eligible Equity Shareholders holding Equity Shares in physical form
(“Physical Shareholder”) may lapse in case they fail to furnish the details of their demat account to the
Registrar.

In accordance with the circular SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020,
the credit of Rights Entitlement and Allotment of Equity Shares shall be made in dematerialised form only.
Accordingly, the Rights Entitlements of the Physical Shareholders shall be credited in a suspense escrow
demat account opened by our Company during the Issue Period. The Physical Shareholders are requested to
furnish the details of their demat account to the Registrar not later than two Working Days prior to the Issue
Closing Date to enable the credit of their Rights Entitlements in their demat accounts at least one day before
the Issue Closing Date. The Rights Entitlements of the Physical Shareholders who do not furnish the details
of their demat account to the Registrar not later than two Working Days prior to the Issue Closing Date, shall
lapse. For details, please refer chapter “Terms of the Issue” on page 138 of this Draft Letter of Offer.

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. Renouncees 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 Renouncees 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. For details, see “Terms of the Issue” on page 138 of this Draft Letter of
Offer..

42. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our
Company may dilute your shareholding and any sale of Equity Shares by our Promoters or members of
our Promoter Group may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by
our Company may dilute 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. In addition, any perception by
investors that such issuances or sales might occur could also affect the trading price of the Equity Shares.
We cannot assure you that we will not issue additional Equity Shares. The disposal of Equity Shares by any
of our Promoters and Promoter Group, or the perception that such sales may occur may significantly affect
the trading price of the Equity Shares. We cannot assure you that our Promoters and Promoter Group will
not dispose of, pledge or encumber their Equity Shares in the future.

32
43. Investors 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 of an Indian company are generally taxable in India. 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 exchanges 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 may be partially or completely exempt from taxation in India in cases where such
exemption is provided under a treaty between India and the country of which the seller is a 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 gains made upon the
sale of the Equity Shares.

44. Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.

In terms of the SEBI ICDR Regulations, Applicants in this Issue are not allowed to withdraw their
Applications after the Issue Closing Date. The Allotment in this Issue and the credit of such Equity Shares
to the Applicant’s demat account with its depository participant shall be completed within such period as
prescribed under the applicable laws. There is no assurance, however, that material adverse changes in the
international or national monetary, financial, political or economic conditions or other events in the nature
of force majeure, material adverse changes in our business, results of operation, cash flows or financial
condition, or other events affecting the Applicant’s decision to invest in the Equity Shares, would not arise
between the Issue Closing Date and the date of Allotment in this Issue. Occurrence of any such events after
the Issue Closing Date could also impact the market price of our Equity Shares. The Applicants shall not
have the right to withdraw their applications in the event of any such occurrence. We cannot assure you that
the market price of the Equity Shares will not decline below the Issue Price. To the extent the market price
for the Equity Shares declines below the Issue Price after the Issue Closing Date, the shareholder will be
required to purchase Equity Shares at a price that will be higher than the actual market price for the Equity
Shares at that time. Should that occur, the shareholder will suffer an immediate unrealized loss as a result.
We may complete the Allotment even if such events may limit the Applicants’ ability to sell our Equity
Shares after this Issue or cause the trading price of our Equity Shares to decline.

45. Investors will be subject to market risks until the Equity Shares credited to the investors demat account
are listed and permitted to trade.

Investors can start trading the Equity Shares allotted to them only after they have been credited to an
investor’s demat account, are listed and permitted to trade. Since the Equity Shares are currently traded on
the Stock Exchange, investors will be subject to market risk from the date they pay for the Equity Shares to
the date when trading approval is granted for the same. Further, there can be no assurance that the Equity
Shares allocated to an investor will be credited to the investor’s demat account or that trading in the Equity
Shares will commence in a timely manner.

46. You may not receive the Equity Shares that you subscribe in 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.

47. The trading price of our Equity Shares may be subject to volatility and you may not be able to sell your
Equity Shares at or above the Issue Price.

The trading price of our Equity Shares may fluctuate after this Issue due to a variety of factors, including our
results of operations and the performance of our business, competitive conditions, general economic, political

33
 and social factors, the performance of the Indian and global economy and significant developments in India’s
fiscal regime, volatility in the Indian and global securities market, performance of our competitors, changes
in the estimates of our performance or recommendations by financial analysts and announcements by us or
others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In
addition, if the stock markets in general experience a loss of investor confidence, the trading price of our
Equity Shares could decline for reasons unrelated to our business, financial condition or operating results.
The trading price of our Equity Shares might also decline in reaction to events that affect other companies in
our industry even if these events do not directly affect us. Each of these factors, among others, could
adversely affect the price of our Equity Shares.

48. 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, 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.

49. 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.

50. Investors will not have the option of getting the allotment of Equity Shares in physical form.

In accordance with the SEBI ICDR Regulations, the Equity Shares shall be issued only in dematerialized
form. Investors will not have the option of getting the allotment of Equity Shares in physical form. The
Equity Shares Allotted to the Applicants who do not have demat accounts or who have not specified their
demat details, will be kept in abeyance till receipt of the details of the demat account of such Applicants. For
details, see “Terms of the Issue” on page 138 of this Draft Letter of Offer. This may impact the ability of
our shareholders to receive the Equity Shares in the Issue.

51. There is no guarantee that our Equity Shares will be listed, or continue to be listed, on the Indian stock
exchanges in a timely manner, or at all, and prospective investors will not be able to immediately sell their
Equity Shares on the Stock Exchange.

In accordance with Indian law and practice, final approval for listing and trading of our Equity Shares will
not be applied for or granted until after our Equity Shares have been issued and allotted. Such approval will
require the submission of all other relevant documents authorizing the issuance of our Equity Shares.
Accordingly, there could be a failure or delay in listing our Equity Shares on the Stock Exchange, which
would adversely affect your ability to sell our Equity Shares.

52. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the

34
 trading price of the Equity Shares.

Any instance of disinvestments of equity shares by our Promoters 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.

53. 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.

EXTERNAL RISK FACTORS

54. Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as US
GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar
with and consider material to their assessment of our financial condition.

Our summary statements of assets and liabilities and summary statements of profit and loss (including other
comprehensive income), cash flows and changes in equity, as per the Financial Statements, have been
prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies
Act, 2013, read with the Ind AS Rules, the SEBI Circular and the Prospectus Guidance Note.

We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting
principles on the financial data included in this Draft Letter of Offer, nor do we provide a reconciliation of
our financial statements to those of US GAAP, IFRS or any other accounting principles. US GAAP and
IFRS differ in significant respects from Ind AS and Indian GAAP. 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 Ind AS, Indian GAAP and the SEBI ICDR Regulations.
Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented
in this Draft Letter of Offer should accordingly be limited.

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

The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian securities
markets and indirectly affect the Indian economy in general. Any of these factors could depress economic
activity and restrict our access to capital, which could have an adverse effect on our business, financial
condition and results of operations and reduce the price of our Equity Shares. Any financial disruption could
have an adverse effect on our business, future financial performance, shareholders’ equity and the price of
our Equity Shares.

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 products or 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.

35
 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.

56. 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;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
• variations in exchange rates;
• 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 neighboring 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.

57. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate
and tax laws, may adversely affect our business, prospects and results of operations.

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations and
prospects, to the extent that we are unable to suitably respond to and comply with any such changes in
applicable law and policy.

The Government of India has issued a notification dated September 29, 2016 notifying Income Computation
and Disclosure Standards (“ICDS”), thereby creating a new framework for the computation of taxable
income. The ICDS became applicable from the assessment year for Fiscal 2018 and subsequent years. The
adoption of ICDS is expected to significantly alter the way companies compute their taxable income, as
ICDS deviates from several concepts that are followed under general accounting standards, including Indian
GAAP and Ind AS. In addition, ICDS shall be applicable for the computation of income for tax purposes but
shall not be applicable for the computation of income for minimum alternate tax. There can be no assurance
that the adoption of ICDS will not adversely affect our business, results of operations and financial condition.

• the General Anti Avoidance Rules (“GAAR”) have been made effective from April 1, 2017. The tax
consequences of the GAAR provisions being applied to an arrangement could result in denial of tax
benefit amongst other consequences. In the absence of any precedents on the subject, the application of
these provisions is uncertain. If the GAAR provisions are made applicable to our Company, it may have
an adverse tax impact on us.

• a comprehensive national GST regime that combines taxes and levies by the Central and State
Governments into a unified rate structure, which came into effect from July 1, 2017. We cannot provide
any assurance as to any aspect of the tax regime following implementation of the GST. Any future
increases or amendments may affect the overall tax efficiency of companies operating in India and may
result in significant additional taxes becoming payable. If, as a result of a particular tax risk materializing,
the tax costs associated with certain transactions are greater than anticipated, it could affect the

36
 profitability of such transactions.

In addition, unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules
and regulations including foreign investment laws governing our business, operations and group structure
could result in us being deemed to be in contravention of such laws or may require us to apply for additional
approvals. We may incur increased costs and other burdens relating to compliance with such new
requirements, which may also require significant management time and other resources, and any failure to
comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation
or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may
be time consuming as well as costly for us to resolve and may affect the viability of our current business or
restrict our ability to grow our business in the future.

Any increase in taxes and levies, or the imposition of new taxes and levies in the future, could increase the
cost of production and operating expenses. Taxes and other levies imposed by the central or state
governments in India that affect our industry include customs duties, excise duties, sales tax, income tax and
other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. The central
and state tax scheme in India is extensive and subject to change from time to time. Any adverse changes in
any of the taxes levied by the central or state governments may adversely affect our competitive position and
profitability.

58. 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, including India. A loss in investor
confidence in the financial systems of other emerging markets may cause increased volatility in Indian
financial markets and, indirectly, 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
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.

These could include further falls in Stock Exchange’s indices and greater volatility of markets in general due
to the increased uncertainty. These and other related events could have a significant impact on the global
credit and financial markets as a whole, and could result in reduced liquidity, greater volatility, widening of
credit spreads and a lack of price transparency in the global credit and financial markets. There are also
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.

37
59. 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.

60. 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.

61. 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 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.

62. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws,
may adversely affect our business, prospects and results of operations.

The regulatory environment in which we operate is evolving and is subject to change. The GoI may
implement new laws or other regulations that could affect the insurance industry, which could lead to new
compliance requirements, including requiring us to obtain approvals and licenses from the GoI and other
regulatory bodies, or impose onerous requirements. New compliance requirements could increase our costs
or otherwise adversely affect our business, financial condition and results of operations. Further, the manner
in which new requirements will be enforced or interpreted can lead to uncertainty in our operations and could
adversely affect our operations. Accordingly, any adverse regulatory change in this regard could lead to
fluctuation of price points of various input costs and thereby increase our operational cost.

38
 Changes in other laws may impose additional requirements, resulting in additional expenditure and time
cost. For instance, the GoI has announced four labour codes which are yet to come into force as on the date
of this Draft Letter of Offer, namely, (i) the Code on Wages, 2019, (ii) the Industrial Relations Code, 2020;
(iii) the Code on Social Security, 2020; and (iv) the Occupational Safety, Health and Working Conditions
Code, 2020. Such codes will replace the existing legal framework governing rights of workers and labour
relations. While the rules for implementation under these codes have not been announced, we are unable to
determine the impact of all or some such laws on our business and operations which may restrict our ability
to grow our business in the future. For example, the Social Security Code aims to provide uniformity in
providing social security benefits to employees which were previously segregated under different acts and
had different applicability and coverage. The Social Security Code has introduced the concept of workers
outside traditional employer-employee work-arrangements, such as “gig workers” and “platform workers”
and provides for the mandatory registration of such workers in order to enable these workers to avail
themselves of various employment benefits, such as life and disability cover, health and maternity benefits
and old age protection, under schemes framed under the Social Security Code from time to time. Any failure
to comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation
or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may
be time consuming as well as costly for us to resolve and may impact the viability of our current businesses
or restrict our ability to grow our businesses in the future.

63. 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,
could adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other
acts of violence or war may adversely affect the Indian securities markets. 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.

64. Financial instability in other countries may cause increased volatility in Indian financial markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, particularly emerging market countries in Asia. Although economic conditions are different in
each country, investors’ reactions to developments in one country can have adverse effects on the securities
of companies in other countries, including India. A loss of investor confidence in the financial systems of
other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the
Indian economy in general. Any worldwide financial instability could also have a negative impact on the
Indian economy. Financial disruptions may occur again and could harm our business, our future financial
performance and the prices of the Equity Shares.

The recent outbreak of Novel Coronavirus has significantly affected financial markets around the world.
Any other global economic developments or the perception that any of them could occur may continue to
have an adverse effect on global economic conditions and the stability of global financial markets, and
may significantly reduce global market liquidity and restrict the ability of key market participants to
operate in certain financial markets. Any of these factors could depress economic activity and restrict our
access to capital, which could have an adverse effect on our business, financial condition and results of
operations and reduce the price of our Equity Shares. Any financial disruption could have an adverse effect
on our business, future financial performance, shareholders’ equity and the price of our Equity Shares.

39
 SECTION III – INTRODUCTION

THE ISSUE

This Issue has been authorized through a resolution passed by our Board on January 12, 2023 read with resolution
passed by our Board on December 24, 2021 pursuant to Section 62(1)(a) of the Companies Act and other
applicable provision. The following is a summary of this Issue, and should be read in conjunction with and is
qualified entirely by, the information detailed in the chapter titled “Terms of the Issue” on page 135 of this Draft
Letter of Offer.

Particulars Details of Equity Shares

Equity Shares proposed to be Upto [•] Equity Shares
issued
Rights Entitlement Upto [●] Equity Share(s) for every [●] fully paid-up Equity Share(s)
held on the Record Date i.e. [●]
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.
Record Date [●]
Face value per Equity Shares ₹ 10/-
Issue Price per Rights Equity ₹ [●]/-per fully paid-up Equity Share (including a premium of ₹ [●]/-
Shares per Equity Share)
Issue Size Upto [•] Equity Shares of face value of ₹ 10 each for cash at a price of
₹ [•] (Including a premium of ₹ [●]) per Rights Equity Share not
exceeding an amount of ₹ 4,800 lakhs.
Voting Rights and Dividend The Equity Shares issued pursuant to this Issue shall rank pari pasu in
all respects with the Equity Shares of our Company.
Equity Shares issued, subscribed 16,00,050 Equity Shares
and paid up prior to the Issue
Equity Shares subscribed and Upto [●] Equity Shares
paid-up after the Issue (assuming
full subscription for and allotment
of the Rights Entitlement)
Equity Shares outstanding after [●]
the Issue (assuming full
subscription for and Allotment of
the Rights Entitlement)
Money payable at the time of ₹ [●]
Application
Scrip Details ISIN for Equity Shares: INE993I01011
BSE: 512441
Rights Entitlement ISIN: [●]
Use of Issue Proceeds For details please refer to the chapter titled “Objects of the Issue” on
page 48 of this Draft Letter of Offer.
Terms of the Issue For details please refer to the chapter titled “Terms of the Issue” on page
135 of this Draft Letter of Offer.

Please refer to the chapter titled “Terms of the Issue” on page 135 of this Draft Letter of Offer.

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:

40
 Event Indicative Date
Issue Opening Date [●]
Last Date for On Market Renunciation of Rights** [●]
Issue Closing Date* [●]
*The Board of Directors or a duly authorized committee thereof 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.
** 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.

41
 GENERAL INFORMATION

Our Company was incorporated as ‘Enbee Trade & Finance Limited’ on July 24, 1985 as a public limited company
under the Companies Act, 1956 with the Registrar of Companies, Maharashtra and consequently a certificate of
commencement of business dated August 6, 1985 was issued to our Company. The corporate identification
number of our Company is L50100MH1985PLC036945.

Registered Office of our Company

Enbee Trade & Finance Limited

B4 /C5, Gods Gift Chs Ltd,
N M Joshi Marg, Lower Parel,
Mumbai – 400 013, Maharashtra, India
Telephone: +91 22 7969 2512
Facsimile: NA
E-mail: enbeetrade@gmail.com
Website: www.enbeetrade.com
Registration Number: 036945
CIN: L50100MH1985PLC036945

Registrar of Companies

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

Registrar of Companies,
100, Everest,
Marine Drive
Mumbai 400 002,
Maharashtra, India
Telephone: +91 22 2281 2627/2202 0295/2284 6954
Facsimile: +91 22 2281 1977
E-mail: roc.mumbai@mca.gov.in

Chief Financial Officer

Meyhul Narendra Gaala, is the Chief Financial Officer of our Company. His contact details are set forth hereunder.

B4 /C5, God’s Gift Chs Ltd,

N M Joshi Marg, Lower Parel,
Mumbai – 400 013, Maharashtra, India
Telephone: +91 22 7969 2512
E-mail: enbeetrade@gmail.com

Company Secretary and Compliance Officer

Ruchika Kabra, Company Secretary and Compliance Officer of our Company. Her contact details are set forth
hereunder.

B4 /C5, God’s Gift Chs Ltd,

N M Joshi Marg, Lower Parel,
Mumbai – 400 013, Maharashtra, India
Telephone: +91 22 7969 2512
E-mail: enbeetrade@gmail.com

Details of Key Intermediaries pertaining to this Issue of our Company:

Lead Manager to the Issue

Saffron Capital Advisors Private Limited

42
605, Center Point, 6th floor,
Andheri Kurla Road, J. B. Nagar,
Andheri (East), Mumbai - 400 059,
Maharashtra, India.
Telephone: +91 22 49730394
Facsimile: NA
E-mail: rights.issue@saffronadvisor.com
Website: www.saffronadvisor.com
Investor grievance: investorgrievance@saffronadvisor.com
Contact Person: Elton D’souza / Pooja Jain
SEBI Registration Number: INM000011211

Registrar to the Issue

Cameo Corporate Services Limited

Subramanian Building, No. 01,
Club House Road, Chennai- 600 002,
Tamil Nadu, India.
Telephone: +91 44 4002 0700
Facsimile: N.A.
E-mail: priya@cameoindia.com
Website: www.cameoindia.com
Investor Grievance e-mail: investor@cameoindia.com
Contact Person: K. Sreepriya
SEBI Registration No.: INR000003753

Legal Advisor to the Issue

T&S Law
Door Number 1202, Devika Towers,
Ghaziabad – 201 017,
Uttar Pradesh, India
Telephone: +91 959 970 0476
Email: info@tandslaw.in

Statutory and Peer Review Auditor of our Company

Ambavat Jain & Associates LLP

Chartered Accountants
5, Ground Floor, Onlooker Building,
14, Sir P.M., Road, Fort, Mumbai – 400 001,
Maharashtra, India.
Telephone: +91 98 9206 8533
Email: info@ajallp.in
Contact Person: Chirag Shah
Membership No.: 125997
Firm Registration No.: 109681W
Peer Review Certificate No.: 013217

Bankers to the Issue/ Refund Bank

The Banker to the Issue/ the Refund Bank shall be appointed prior to filing of the Letter of Offer.

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

43
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

Saffron Capital Advisors Private Limited being the sole Lead Manager will be responsible for all the
responsibilities related to co-ordination and other activities in relation to the Issue. Hence a statement of inter se
allocation of responsibilities is not required.

Credit Rating

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

Debenture Trustees

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

Monitoring Agency

As the net proceeds of the Issue shall not exceed ₹10,000 lakhs, under the SEBI ICDR Regulations, it is not
required that a monitoring agency be appointed by our Company.

Appraising Entity

None of the purposes for which the Net Proceeds are proposed to be utilized have been appraised by any banks or
financial institution or any other independent agency.

Underwriting Agreement

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

Expert Opinion

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

Our Company has received written consent dated February 28, 2023 from the Statutory Auditors 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 the extent and in its
capacity as an independent Statutory Auditor and in respect of its (i) report dated May 30, 2022 on our Audited
Financial Statements for the financial year ended March 31, 2022; (ii) limited review report dated February 7,
2023 on the unaudited financial statements for the nine month period ended December 31, 2022; and (iii) statement
of tax benefits dated February 28, 2023 in this Draft Letter of Offer and such consent has not been withdrawn as
on the date of this Draft Letter of Offer.

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.

Filing

44
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. The threshold of the
rights issue size under Regulation 3 (b) of the SEBI ICDR Regulations 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 will be filed
with BSE Limited 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.

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 a duly authorized committee thereof 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.
** 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.

Minimum Subscription

The objects of the Issue involve financing other than financing of capital expenditure for a project and our
Promoters and members of our Promoter Group have undertaken to (i) subscribe to the full extent of their
respective Rights Entitlements, subject to compliance with the minimum public shareholding requirements, as
prescribed under the SCRR; and (ii) have also confirmed that they shall not renounce their Rights Entitlements,
except to the extent of renunciation within the promoter group. Accordingly, in terms of the SEBI ICDR
Regulations, the requirement of minimum subscription in the Issue is not applicable.

45
 CAPITAL STRUCTURE

The Equity Share capital of our Company, as on 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:

S. Particulars Amount (in ₹ Lakhs, except share

No. data)
Aggregate value Aggregate
at nominal value value at Issue
Price

A. Authorised Share Capital

3,40,00,000 Equity Shares of face value of ₹ 10 each* 3,400.00

B. Issued, Subscribed and Paid-Up Share Capital before the Issue

16,00,050 Equity Shares of face value of ₹ 10 each 160.00

C. Present Issue in terms of this Draft Letter of Offer(1)

Up to [•] Equity Shares of face value of ₹ 10 each [•] [•]

D. Issued, Subscribed and Paid-Up Share Capital after the Issue

[●] Equity Shares of face value of ₹ 10 each [●]

E. Securities Premium Account

Before the Issue 542.02
After the Issue [●]
(1)The present Issue has been authorised vide a resolution passed at the meeting of the Board of Directors dated January 12, 2023

read with resolution passed by the Board of Directors on December 24, 2021 pursuant to section 62(1)(a) and other applicable
provisions of the Companies Act, 2013.
*The Board of Directors of our Company in their meeting held on February 13, 2023 have approved an increase in the authorized
share capital of our Company from ₹ 2,00,00,000/- divided into 20,00,000 Equity Shares of ₹ 10/- each to ₹ 34,00,00,000 divided
into 3,40,00,000 Equity Shares of ₹ 10/- each. The increase in the authorised share capital of our Company is subject to the
approval of the Shareholders in the ensuing Extra Ordinary General Meeting scheduled to be held on March 22, 2023

NOTES TO CAPITAL STRUCTURE

1. Details of outstanding instruments

As on date of this Draft Letter of Offer, our Company has not issued any Equity Shares under any employee
stock option scheme or employee stock purchase scheme. Further, it has not issued any convertible securities
which are outstanding as of date of this Draft Letter of Offer.

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

Amarr Narendra Galla, the Promoter of our Company, and members of our Promoter Group have, vide his
letters dated February 24, 2023 (the “Subscription Letters”) undertaken to: (a) subscribe, jointly and/ or
severally to the full extent of their Rights Entitlement and subscribe to the full extent of any Rights
Entitlement that may be renounced in their favour by any other Promoters or member(s) of the Promoter
Group of our Company; and (b) subscribe to, either individually or jointly and/ or severally with any other
Promoters or member of the Promoter Group, for additional Rights Equity Shares, including subscribing to
unsubscribed portion (if any) in the Issue.

The additional subscription by the promoter and promoter group shall be made subject to such additional
subscription not resulting in the minimum public shareholding of the issuer falling below the level prescribed
in LODR/ SCRR. 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.

3. Shareholding pattern of our Company as per the last quarterly filing with the Stock Exchange in
compliance with the SEBI Listing Regulations

i. The shareholding pattern of our Company as on December 31, 2022, can be accessed on the website of

46
 the BSE at: https://www.bseindia.com/stock-share-price/enbee-trade--finance-
ltd/enbetrd/512441/shareholding-pattern/

ii. Statement showing shareholding pattern of the Promoters and Promoter Group including details of
lock-in, pledge of and encumbrance thereon, as on December 31, 2022 can be accessed on the website
of the BSE at:
https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=512441&qtrid=116.00&Qtr
Name=December%202022

iii. Statement showing holding of Equity Shares of persons belonging to the category “Public” including
shareholders holding more than 1% of the total number of Equity Shares as on December 31, 2022 can
be accessed on the website of the BSE at
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=512441&qtrid=116.00&Qt
rName=December%202022

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

5. Details of shares locked-in, pledged, encumbrance by promoters and promoter group:

As on date of this Draft Letter of Offer, none of the Equity Shares held by our Promoters or the members of
our Promoter Group are pledged or otherwise encumbered.

6. Details of specified securities acquired by the promoter and promoter group in the last one year
immediately preceding the date of filing of the Draft Letter of Offer:

Our Promoters and members of Promoter Group have not acquired any Equity Shares in the last one year
immediately preceding the date of filing of the Draft Letter of Offer.

7. Details of the shareholders holding more than 1% of the issued and paid-up Equity Share capital as
last disclosed to the stock exchanges

The details of shareholders of our Company holding more than 1% of the issued and paid -up Equity Share
capital of our Company, as on December 31, 2022 are available at https://www.bseindia.com/stock-share-
price/enbee-trade--finance-ltd/enbetrd/512441/shareholding-pattern/

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

9. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft
Letter of Offer. Further, the Equity Shares allotted pursuant to the Issue, shall be fully paid up.

47
 OBJECTS OF THE ISSUE

The objects of the Issue are:

1. Repayment of unsecured loans availed by our Company from Promoter and Promoter Group of our
Company; and
2. Augmentation of Capital Base of our Company;

(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. Further, we confirm that the activities which
we have been carrying out till date are in accordance with the object clause of our Memorandum of Association.

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* 4,800.00
Less: Issue related expenses** [●]
Net Proceeds from the Issue [●]
*Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted per the Rights Entitlement
ratio.
**To be determined at the time of filing the Letter of Offer.

Requirement of Funds and Utilisation of Net Proceeds

We intend to utilize the Net Proceeds as set forth in the following table:
(₹ in lakhs)
Particulars Amount
Repayment of unsecured loans availed by our Company from Promoter and Promoter 2,490.00
Group of our Company
Augmentation of Capital Base 2,210.00
Net proceeds from the Issue* [●]
*Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted as per the
Rights Entitlement Ratio.

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
2024.

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 and
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 funds requirements described
herein.

48
Details of the Objects of the Issue

1. Repayment of unsecured loans availed by our Company from Promoter and Promoter Group of our
Company

Our Company has availed unsecured loans from Promoter and Promoter Group of our Company. These unsecured
loans were raised by our Company for the purpose of the business of the Company. Our Company intends to
utilize ₹ 2,490 lakhs of the Net Proceeds towards repayment of the unsecured loans. The unsecured loans are
repayable within 7 (seven) days of our Promoter and Promoter Group providing a written notice of demand to the
Company. The following table provides details along with the terms on which the unsecured loans have been
availed by our Company, as on January 31, 2023, which are proposed to be repaid from the Net Proceeds:-

Outstanding Proposed
Name of the Purpose of Interest
Sr. unsecured loans as repayment from
Promoter/Promoter availing rate (%)
No. on January 31, 2023 Net Proceeds (₹
Group unsecured loans p.a.
(in ₹ lakhs)* in lakhs)

1. Amarr Narendra Galla 900 Business Activities 9% 900

Amar Narendra Gala 9%

2. 20 Business Activities 20
HUF
Bharat Thakarshi 9%
3. 25 Business Activities 25
Mamania
Bharat Thakarshi 9%
4. 20 Business Activities 20
Mamania HUF
9%
5. Bharathi Narendra Gala 350 Business Activities 350

Narendra Bhavanji Gala 9%

6. 30 Business Activities 30
HUF
Mehul Narendra Gala 9%
7. 20 Business Activities 20
HUF
9%
8. Meyhul Narendra Gaala 150 Business Activities 150
9%
9. Neel Bharat Mamania 75 Business Activities 75
9%
10. Neha Mehul Gala 150 Business Activities 150
9%
11. Rekha Bharat Mamania 75 Business Activities 75
9%
12. Samta Amar Gala 675 Business Activities 675

Total 2,490 2,490

*Our Statutory auditors have provided a certificate dated February 28, 2023 confirmed the amount outstanding as Unsecured
Loan as on January 31, 2023.

Given the nature of these borrowing facilities and the terms of repayment, the aggregate outstanding
unsecured loan amounts may vary from time to time. In addition to the above, we may, from time to time, enter
into further financing arrangements to avail unsecured loans. In such cases or in case any of the above unsecured
loans are paid or further unsecured loans have been availed prior to the completion of the Issue, we may utilise
Net Proceeds of the Issue towards repayment of such additional unsecured loans.

Interest of Promoters and Directors in the objects of the Issue

Our Promoter and Promoter Group has confirmed that an amount of ₹ 2,490 lakhs, which has been availed by our
Company, in the nature of identified unsecured loans as per the details mentioned in the above table, is proposed
to be adjusted towards the application money to be received by the Company, for the subscription to the
Rights Equity Shares to be allotted in this Issue, from our Promoter and Promoter Group, to the extent of
their entitlement, renunciation of entitlement in favor of the members of Promoter Group (if any) in the Issue
and additional subscribed by them in the Rights Issue. Consequently, no fresh issue proceeds would be received
by our Company to such an extent.

49
 2. Augmentation of Capital Base:

We are a Non Deposit taking Non-Banking Financial Company (NBFC-ND) registered with RBI. On April 20,
1998 our Company secured the registration as a Non Deposit accepting Non- Banking Financial Company with
RBI bearing Registration Number: 13.00691. We are involved in the business of lending unsecured loans to body
corporates and individuals. As on December 31, 2022 we have provided loans worth ₹ 3,409.00 lakhs to various
body corporates and individuals.

Our Company proposes to utilise ₹ 2,210.00 lakhs from the Net Proceeds towards augmentation of capital base to
meet our future capital requirements, which are expected to arise out of growth of our business and assets,
including but not limited to expansion of the financing business and/or to provide for funding of fresh loans to
our customers.

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:

Particulars Amount* (₹ In As a percentage of total As a percentage of

Lakhs) expenses* Issue size*
Fees of the Lead Managers, Bankers to the [●] [●] [●]
Issue, Registrar to the Issue, Legal Advisor,
Auditor’s fees, including out of pocket
expenses etc.
Expenses relating to advertising, printing, [●] [●] [●]
distribution, marketing and stationery expenses
Regulatory fees, filing fees, listing fees and [●] [●] [●]
other miscellaneous expenses
Total estimated Issue expenses [●] [●] [●]
*Amount will be finalized at the time of filing of the Letter of Offer and determination of Issue Price and other details.

Interim use of funds

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 for the
Objects of the Issue, our Company shall not use the Net Proceeds for any investment in the equity markets.

Appraisal and 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.

Monitoring of utilization of funds

Since the Issue is for an amount not exceeding ₹10,000 lakhs, in terms of Regulation 82(1) 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 of the SEBI Listing Regulations, we will disclose to the Audit
Committee the uses/ applications 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 Draft 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 be certified by our
Auditor.

Further, in terms of Regulation 32 of the SEBI Listing Regulations, we will furnish to the Stock Exchange on a

50
quarterly basis, a statement indicating material deviations, if any, in the use of proceeds from the objects stated in
the Draft 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.

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 will be paid by our Company as consideration to our Promoter and Promoter Group,
Directors, Associates or Key Managerial Personnel of our Company, except for the part of the Net Proceeds that
will be utilized towards the repayment of unsecured loans availed by our Company from Promoter and Promoter
Group of our Company and payments made in the ordinary course of business. There are no material existing or
anticipated transactions.

51
 STATEMENT OF TAX BENEFITS

Statement of possible special tax benefits available to the Company and its Shareholders

To
The Board of Directors
Enbee Trade & Finance Limited
B4/B5, Gods Gift CHS Ltd,N.M. Joshi Marg, Lower Parel,
Mumbai, Maharashtra, 400 013
(the “Company”)

And

Saffron Capital Advisors Private Limited

605, Center Point, Sixth Floor,
Andheri - Kurla Road, J.B. Nagar
Andheri (East), Mumbai - 400 059
(Saffron Capital Advisors Private Limited referred to as the “Lead Manager”)

Dear Sirs,

Re: Proposed rights issue of equity shares of Rs. 10 each (the “Equity Shares”) of Enbee Trade &
Finance Limited (the “Company” and such offering, the “Issue”).

We report that, the enclosed statement in the Annexure, there is no special tax benefits under direct tax laws i.e.
Income tax Rules, 1962 including amendments made by the Finance Act, 2023 (hereinafter referred to as “Income
Tax Laws”), and indirect tax laws i.e. the Central Goods and Services Tax Act, 2017, Integrated Goods and
Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962, Customs Tariff
Act, 1975 as amended, the rules and regulations, circulars and notifications issued there under, Foreign Trade
Policy presently in force in India, under the respective tax laws of their country as on the signing date, for
inclusion in the Draft Letter of Offer and Letter of Offer for the proposed rights issue of the Company to the
existing shareholders which are available to the Company and its shareholders.

The contents of the enclosed statement are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company.

The benefits discussed in the enclosed Statement cover only special tax benefits available to the Company, and
to the shareholders of the Company and are not exhaustive and also do not cover any general tax benefits
available to the Company. Further, any benefits available under any other laws within or outside India have not
been examined and covered by this Statement.

Further, the preparation of the enclosed Statement and its contents was the responsibility of the management
of the Company. We were informed that this Statement is only intended to provide general information to the
investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and 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 proposed
Issue.

We have conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)’ and ‘Guidance Note on the Reports in Company Prospectuses (revised 2019)’ (‘the
Guidance Notes’) issued by the Institute of Chartered Accountants of India (‘ICAI’). The Guidance Notes
require that we comply with ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC)
1, Quality Control for Firms that Performs Audits and Reviews of Historical Financial information and
Other Assurance and Related Services Engagements

We do not express any opinion or provide any assurance as to whether:

52
 • the Company or the shareholders of the Company will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits ,where applicable, have been / would be met with.

The contents of the enclosed Statement are based on the information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the Company.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the
revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing
provisions of law and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. We shall not be liable to the Company for 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.

This statement is solely for your information and not intended for general circulation or publication and is not to
be reproduced or used for any other purpose without our prior written consent, other than for inclusion of extracts
of this statement in the Draft Letter of Offer and Letter of Offer and submission of this statement to the Securities
and Exchange Board of India, the stock exchanges where the Equity Shares of the Company are proposed to be
listed, in connection with the proposed Issue, as the case may be.

Yours faithfully,
For and on behalf of
Ambavat Jain & Associates LLP.
Firm Registration No. FRN 109681W

Chirag Shah
Partner
Membership No.: 125997
Place: Mumbai
Date: 28th February 2023
UDINo.: 23125997BGZALA7749

Encl.: aa
CC:

T&S Law
Door Number 1202, Devika Towers, Ghaziabad – 201 017,
Uttar Pradesh, India (Referred to as the Legal Counsel”)

53
 ANNEXURE 1

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO ENBEE TRADE & FINANCE

LIMITED (THE “COMPANY”) AND IT’S SHAREHOLDERS

I. UNDER THE INCOME-TAX ACT, 1961 (hereinafter referred to as the “Act‟)

1. Special tax benefits available to the Company under the Act

N.A.

2. Special tax benefits available to the shareholders under the Act

N.A.

Notes:

a) The above Statement sets out the provisions of law in a summary manner only and is not a complete analysis
or listing of all potential tax consequences of the purchase, ownership and disposal of shares.

b) The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax
law benefits or benefit under any other law.

c) The above statement of special tax benefits is as per the current direct tax laws relevant for the assessment year
2022-23.

d) This statement is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each
investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her
investment in the shares of the Company.

e) In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available
under the relevant DTAA, if any, between India and the country in which the non-resident has fiscal domicile.

f) No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
We do not assume responsibility to update the views consequent to such changes.

54
 ANNEXURE 2

STATEMENT OF INDIRECT TAX BENEFITS AVAILABLE TO ENBEE TRADE & FINANCE

LIMITED (THE “COMPANY”) AND IT’S SHAREHOLDERS

II. The Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017(“GST
Act”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) (collectively
referred to as “indirect tax”)

1) Special indirect tax benefits available to the Company under the Act

N.A.

2) Special indirect tax benefits available to the shareholders under the Act

N.A.

Notes:

a) The above statement is based upon the provisions of the specified Indirect tax laws, and judicial interpretation
thereof prevailing in the country, as on the date of this Annexure.

b) The above statement covers only above-mentioned tax laws benefits and does not cover any income tax law
benefits or benefit under any other law.

c) This statement is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each
investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her
investment in the shares of the Company.

d) No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which are subject to changes from time to
time. We do not assume responsibility to update the views consequent to such changes.

55
 SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this section has been extracted from various websites and publicly available documents from
various industry sources. The data may have been re-classified by us for the purpose of presentation. None of the
Company and any other person connected with the Issue have independently verified this information. Industry
sources and publications generally state that the information contained therein has been obtained from believed
to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured. Industry sources and publications are also prepared based on information as of
specific dates and may no longer be current or reflect current trends. Industry sources and publications may also
base their information on estimates, projection forecasts and assumptions that may prove to be incorrect.
Accordingly, investors should not place undue reliance on information.

Global Industry Outlook

Global growth is projected to fall from an estimated 3.4 percent in 2022 to 2.9 percent in 2023, then rise to 3.1
percent in 2024. The forecast for 2023 is 0.2 percentage point higher than predicted in the October 2022 World
Economic Outlook (WEO) but below the historical (2000–19) average of 3.8 percent. The rise in central bank
rates to fight inflation and Russia’s war in Ukraine continue to weigh on economic activity. The rapid spread of
COVID-19 in China dampened growth in 2022, but the recent reopening has paved the way for a faster-than-
expected recovery. Global inflation is expected to fall from 8.8 percent in 2022 to 6.6 percent in 2023 and 4.3
percent in 2024, still above pre-pandemic (2017–19) levels of about 3.5 percent.

The balance of risks remains tilted to the downside, but adverse risks have moderated since the October 2022
WEO. On the upside, a stronger boost from pent-up demand in numerous economies or a faster fall in inflation
are plausible. On the downside, severe health outcomes in China could hold back the recovery, Russia’s war in
Ukraine could escalate, and tighter global financing conditions could worsen debt distress. Financial markets
could also suddenly reprice in response to adverse inflation news, while further geopolitical fragmentation could
hamper economic progress.

In most economies, amid the cost-of-living crisis, the priority remains achieving sustained disinflation. With
tighter monetary conditions and lower growth potentially affecting financial and debt stability, it is necessary to
deploy macroprudential tools and strengthen debt restructuring frameworks. Accelerating COVID-19
vaccinations in China would safeguard the recovery, with positive cross-border spillovers. Fiscal support should
be better targeted at those most affected by elevated food and energy prices, and broad-based fiscal relief measures
should be withdrawn. Stronger multilateral cooperation is essential to preserve the gains from the rules-based
multilateral system and to mitigate climate change by limiting emissions and raising green investment.

Forces shaping the Outlook

The global fight against inflation, Russia’s war in Ukraine, and a resurgence of COVID-19 in China weighed on
global economic activity in 2022, and the first two factors will continue to do so in 2023.

Despite these headwinds, real GDP was surprisingly strong in the third quarter of 2022 in numerous economies,
including the United States, the euro area, and major emerging market and developing economies. The sources of
these surprises were in many cases domestic: stronger-than-expected private consumption and investment amid
tight labor markets and greater-than-anticipated fiscal support. Households spent more to satisfy pent-up demand,
particularly on services, partly by drawing down their stock of savings as economies reopened. Business
investment rose to meet demand. On the supply side, easing bottlenecks and declining transportation costs reduced
pressures on input prices and allowed for a rebound in previously constrained sectors, such as motor vehicles.
Energy markets have adjusted faster than expected to the shock from Russia’s invasion of Ukraine.

In the fourth quarter of 2022, however, this uptick is estimated to have faded in most—though not all––major
economies. US growth remains stronger than expected, with consumers continuing to spend from their stock of
savings (the personal saving rate is at its lowest in more than 60 years, except for July 2005), unemployment near
historic lows, and plentiful job opportunities. But elsewhere, high-frequency activity indicators (such as business
and consumer sentiment, purchasing manager surveys, and mobility indicators) generally point to a slowdown.

56
COVID-19 deepens China’s slowdown. Economic activity in China slowed in the fourth quarter amid multiple
large COVID-19 outbreaks in Beijing and other densely populated localities. Renewed lockdowns accompanied
the outbreaks until the relaxation of COVID-19 restrictions in November and December, which paved the way
for a full reopening. Real estate investment continued to contract, and developer restructuring is proceeding
slowly, amid the lingering property market crisis. Developers have yet to deliver on a large backlog of presold
housing, and downward pressure is building on house prices (so far limited by home price floors). The authorities
have responded with additional monetary and fiscal policy easing, new vaccination targets for the elderly, and
steps to support the completion of unfinished real estate projects. However, consumer and business sentiment
remained subdued in late 2022. China’s slowdown has reduced global trade growth and international commodity
prices.

Monetary policy starts to bite. Signs are apparent that monetary policy tightening is starting to cool demand and
inflation, but the full impact is unlikely to be realized before 2024. Global headline inflation appears to have
peaked in the third quarter of 2022 (Figure 1). Prices of fuel and nonfuel commodities have declined, lowering
headline inflation, notably in the United States, the euro area, and Latin America. But underlying (core) inflation
has not yet peaked in most economies and remains well above pre-pandemic levels. It has persisted amid second-
round effects from earlier cost shocks and tight labor markets with robust wage growth as consumer demand has
remained resilient. Medium-term inflation expectations generally remain anchored, but some gauges are up. These
developments have caused central banks to raise rates faster than expected, especially in the United States and the
euro area, and to signal that rates will stay elevated for longer. Core inflation is declining in some economies that
have completed their tightening cycle—such as Brazil. Financial markets are displaying high sensitivity to
inflation news, with equity markets rising following recent releases of lower inflation data in anticipation of
interest rate cuts (Box 1), despite central banks’ communicating their resolve to tighten policy further. With the
peak in US headline inflation and an acceleration in rate hikes by several non-US central banks, the dollar has
weakened since September but remains significantly stronger than a year ago.

57
Winter comes to Europe. European economic growth in 2022 was more resilient than expected in the face of the
large negative terms-of-trade shock from the war in Ukraine. This resilience––which is visible in consumption
and investment data for the third quarter––partly reflects government support of about 1.2 percent of European
Union GDP (net budgetary cost) to households and firms hit by the energy crisis, as well as dynamism from
economies reopening. Gas prices have declined by more than expected amid higher non-Russian pipeline and
liquefied natural gas flows, compression of demand for gas, and a warmer-than-usual winter. However, the boost
from reopening appears to be fading. High-frequency indicators for the fourth quarter suggest that the
manufacturing and services sectors are contracting. Consumer confidence and business sentiment have worsened.
With inflation at about 10 percent or above in several euro area countries and the United Kingdom, household
budgets remain stretched. The accelerated pace of rate increases by the Bank of England and the European Central
Bank is tightening financial conditions and cooling demand in the housing sector and beyond.

The Forecast

Growth Bottoming Out

Global growth, estimated at 3.4 percent in 2022, is projected to fall to 2.9 percent in 2023 before rising to 3.1
percent in 2024 (Table 1). Compared with the October forecast, the estimate for 2022 and the forecast for 2023
are both higher by about 0.2 percentage point, reflecting positive surprises and greater-than-expected resilience in
numerous economies. Negative growth in global GDP or global GDP per capita—which often happens when there
is a global recession—is not expected. Nevertheless, global growth projected for 2023 and 2024 is below the
historical (2000–19) annual average of 3.8 percent.

The forecast of low growth in 2023 reflects the rise in central bank rates to fight inflation–– especially in advanced
economies––as well as the war in Ukraine. The decline in growth in 2023 from 2022 is driven by advanced
economies; in emerging market and developing economies, growth is estimated to have bottomed out in 2022.
Growth is expected to pick up in China with the full reopening in 2023. The expected pickup in 2024 in both
groups of economies reflects gradual recovery from the effects of the war in Ukraine and subsiding inflation.
Following the path of global demand, world trade growth is expected to decline in 2023 to 2.4 percent, despite an
easing of supply bottlenecks, before rising to 3.4 percent in 2024.

These forecasts are based on a number of assumptions, including on fuel and nonfuel commodity prices, which
have generally been revised down since October, and on interest rates, which have been revised up. In 2023, oil
prices are projected to fall by about 16 percent, while nonfuel commodity prices are expected to fall by, on average,
6.3 percent. Global interest rate assumptions are revised up, reflecting intensified actual and signaled policy
tightening by major central banks since October.

For advanced economies, growth is projected to decline sharply from 2.7 percent in 2022 to 1.2 percent in 2023
before rising to 1.4 percent in 2024, with a downward revision of 0.2 percentage point for 2024. About 90 percent
of advanced economies are projected to see a decline in growth in 2023.

For emerging market and developing economies, growth is projected to rise modestly, from 3.9 percent in 2022
to 4.0 percent in 2023 and 4.2 percent in 2024, with an upward revision of 0.3 percentage point for 2023 and a
downward revision of 0.1 percentage point for 2024. About half of emerging market and developing economies
have lower growth in 2023 than in 2022.

Inflation Peaking

About 84 percent of countries are expected to have lower headline (consumer price index) inflation in 2023 than
in 2022. Global inflation is set to fall from 8.8 percent in 2022 (annual average) to 6.6 percent in 2023 and 4.3
percent in 2024––above pre-pandemic (2017–19) levels of about 3.5 percent. The projected disinflation partly
reflects declining international fuel and nonfuel commodity prices due to weaker global demand. It also reflects
the cooling effects of monetary policy tightening on underlying (core) inflation, which globally is expected to
decline from 6.9 percent in the fourth quarter of 2022 (year over year) to 4.5 percent by the fourth quarter of 2023.
Still, disinflation will take time: by 2024, projected annual average headline and core inflation will, respectively,
still be above pre-pandemic levels in 82 percent and 86 percent of economies.

In advanced economies, annual average inflation is projected to decline from 7.3 percent in 2022 to 4.6 percent
in 2023 and 2.6 percent in 2024––above target in several cases. In emerging market and developing economies,

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projected annual inflation declines from 9.9 percent in 2022 to 8.1 percent in 2023 and 5.5 percent in 2024, above
the 4.9 percent pre-pandemic (2017–19) average. In low-income developing countries, inflation is projected to
moderate from 14.2 percent in 2022 to 8.6 percent in 2024––still high, but close to the pre-pandemic average.

Rise to the Outlook

The balance of risks to the global outlook remains tilted to the downside, with scope for lower growth and higher
inflation, but adverse risks have moderated since the October 2022 World Economic Outlook.

Upside risks—Plausible upside risks include more favorable surprises to domestic spending—as in the third
quarter of 2022—which, however, would increase inflation further. At the same time, there is room for an upside
scenario with lower-than-expected inflation and less monetary tightening:

• Pent-up demand boost: Fueled by the stock of excess private savings from the pandemic fiscal support
and, in many cases, still-tight labor markets and solid wage growth, pent-up demand remains an upside
risk to the growth outlook. In some advanced economies, recent data show that households are still on
net adding to their stock of excess savings (as in some euro area countries and the United Kingdom) or
have ample savings left (as in the United States). This leaves scope for a further boost to consumption—
particularly of services, including tourism. However, the boost to demand could stoke core inflation,
leading to even tighter monetary policies and a stronger-than-expected slowdown later on. Pent-up
demand could also fuel a stronger rebound in China.

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 • Faster disinflation: An easing in labor market pressures in some advanced economies due to falling
vacancies could cool wage inflation without necessarily increasing unemployment. A sharp fall in the
prices of goods, as consumers shift back to services, could further push down inflation. Such
developments could imply a “softer” landing with less monetary tightening.
Downside risks—Numerous downside risks continue to weigh on the global outlook, lowering growth while, in a
number of cases, adding further to inflation:

• China’s recovery stalling: Amid still-low population immunity levels and insufficient hospital capacity,
especially outside the major urban areas, significant health consequences could hamper the recovery. A
deepening crisis in the real estate market remains a major source of vulnerability, with risks of
widespread defaults by developers and resulting financial sector instability. Spillovers to the rest of the
world would operate primarily through lower demand and potentially renewed supply chain problems.
• War in Ukraine escalating: An escalation of the war in Ukraine remains a major source of vulnerability,
particularly for Europe and lower-income countries. Europe is facing lower-thananticipated gas prices,
having stored enough gas to make shortages unlikely this winter. However, refilling storage with much-
diminished Russian flows will be challenging ahead of next winter, particularly if it is a very cold one
and China’s energy demand picks up, causing price spikes. A possible increase in food prices from a
failed extension of the Black Sea grain initiative would put further pressure on lower-income countries
that are experiencing food insecurity and have limited budgetary room to cushion the impact on
households and businesses. With elevated food and fuel prices, social unrest may increase.
• Debt distress: Since October, sovereign spreads for emerging market and developing economies have
modestly declined on the back of an easing in global financial conditions (Box 1) and dollar depreciation.
About 15 percent of low-income countries are estimated to be in debt distress, with an additional 45
percent at high risk of debt distress and about 25 percent of emerging market economies also at high risk.
The combination of high debt levels from the pandemic, lower growth, and higher borrowing costs
exacerbates the vulnerability of these economies, especially those with significant near-term dollar
financing needs.
• Inflation persisting: Persistent labor market tightness could translate into stronger-than-expected wage
growth. Higher-than-expected oil, gas, and food prices from the war in Ukraine or from a faster rebound
in China’s growth could again raise headline inflation and pass through into underlying inflation. Such
developments could cause inflation expectations to de-anchor and require an even tighter monetary
policy.
• Sudden financial market repricing: A premature easing in financial conditions in response to lower
headline inflation data could complicate anti-inflation policies and necessitate additional monetary
tightening. For the same reason, unfavorable inflation data releases could trigger sudden repricing of
assets and increase volatility in financial markets. Such movements could strain liquidity and the
functioning of critical markets, with ripple effects on the real economy.
• Geopolitical fragmentation: The war in Ukraine and the related international sanctions aimed at
pressuring Russia to end hostilities are splitting the world economy into blocs and reinforcing earlier
geopolitical tensions, such as those associated with the US-China trade dispute. Fragmentation could
intensify—with more restrictions on cross-border movements of capital, workers, and international
payments—and could hamper multilateral cooperation on providing global public goods.1 The costs of
such fragmentation are especially high in the short term, as replacing disrupted cross-border flows takes
time.
[Source: The International Monetary Fund, World Economic Outlook January, 2023]

Indian Economy Overview

Strong economic growth in the first quarter of FY 2022-23 helped India overcome the UK to become the fifth-
largest economy after it recovered from repeated waves of COVID-19 pandemic shock. Real GDP in the first
quarter of 2022–23 is currently about 4% higher than its corresponding 2019-20, indicating a strong start for
India's recovery from the pandemic. Given the release of pent-up demand and the widespread vaccination
coverage, the contact-intensive services sector will probably be the main driver of development in 2022–2023.
Rising employment and substantially increasing private consumption, supported by rising consumer sentiment,
will support GDP growth in the coming months.

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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, and with the revival in monsoon and the Kharif
sowing, agriculture is also picking up momentum. The contact-based services sector has largely demonstrated
promise to boost growth by unleashing the pent-up demand over the period of April-September 2022. 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.

Market Size

India’s nominal gross domestic product (GDP) at current prices is estimated to be at Rs. 232.15 trillion (US$ 3.12
trillion) in FY22. With more than 100 unicorns valued at US$ 332.7 billion, India has the third-largest unicorn
base in the world. The government is also focusing on renewable sources to generate energy and is planning to
achieve 40% of its energy from non-fossil sources by 2030.

According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90
million non-farm jobs between 2023 and 2030 in order to increase productivity and economic growth. The net
employment rate needs to grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between
2023 and 2030. India's current account deficit (CAD), primarily driven by an increase in the trade deficit, stood
at 2.1% of GDP in the first quarter of FY 2022-23.

Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were losing
steam in terms of their contribution to GDP. Going forward, the contribution of merchandise exports may waver
as several of India’s trade partners witness an economic slowdown. According to Mr. Piyush Goyal, Minister of
Commerce and Industry, Consumer Affairs, Food and Public Distribution and Textiles, Indian exports are
expected to reach US$ 1 trillion by 2030.

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Recent Developments

India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of
the economic activity. With an improvement in the economic scenario and the Indian economy recovering from
the Covid-19 pandemic shock, several investments and developments have been made across various sectors of
the economy. According to World Bank, India must continue to prioritise lowering inequality while also putting
growth-oriented policies into place to boost the economy. In view of this, there have been some developments
that have taken place in the recent past. Some of them are mentioned below.

• As of September 21, 2022, India’s foreign exchange reserves stood at US$ 524,520 million.

• The private equity-venture capital (PE-VC) sector investments stood at US$ 2 billion in September
2022.

• Merchandise exports in September 2022 stood at US$ 32.62 billion.

• PMI Services remained comfortably in the expansionary zone at 56.7 during April-September 2022

• In September 2022, the gross Goods and Services Tax (GST) revenue collection stood at Rs. 147,686
crore (US$ 17.92 billion).

• Between April 2000-June 2022, cumulative FDI equity inflows to India stood at US$ 604,996 million.

• In August 2022, the overall IIP (Index of Industrial Production) stood at 131.3. The Indices of Industrial
Production for the mining, manufacturing and electricity sectors stood at 99.6, 131.0 and 191.3,
respectively, in August 2022.

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 • According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s
Consumer Price Index (CPI) based retail inflation reached 7.41% in September 2022.

• In FY 2022-23, (until October 28, 2022), Foreign Portfolio Investment (FPI) outflows stood at Rs. 58,762
crore (US$ 7.13 billion).

• The wheat procurement in Rabi 2021-22 and the anticipated paddy purchase in Kharif 2021-22 would
include 1208 lakh (120.8 million) metric tonnes of wheat and paddy from 163 lakh (16.7 million) farmers,
as well as a direct payment of MSP value of Rs. 2.37 lakh crore (US$ 31.74 billion) to their accounts.

Government Initiatives

Over the years, the Indian government has introduced many initiatives to strengthen the nation's economy. The
Indian government has been effective in developing policies and programmes that are not only beneficial for
citizens to improve their financial stability but also for the overall growth of the economy. Over recent decades,
India's rapid economic growth has led to a substantial increase in its demand for exports. Besides this, a number
of the government's flagship programmes, including Make in India, Start-up India, Digital India, the Smart City
Mission, and the Atal Mission for Rejuvenation and Urban Transformation, are aimed at creating immense
opportunities in India. In this regard, some of the initiatives taken by the government to improve the economic
condition of the country are mentioned below:

• Home & Cooperation Minister Mr. Amit Shah, laid the foundation stone and performed Bhoomi Pujan
of Shri Tanot Mandir Complex Project under Border Tourism Development Programme in Jaisalmer in
September 2022.

• In August 2022, Mr. Narendra Singh Tomar, Minister of Agriculture and Farmers Welfare inaugurated
four new facilities at the Central Arid Zone Research Institute (CAZRI), which has been rendering
excellent services for more than 60 years under the Indian Council of Agricultural Research (ICAR).

• In August 2022, a Special Food Processing Fund of Rs. 2,000 crore (US$ 242.72 million) was set up
with National Bank for Agriculture and Rural Development (NABARD) to provide affordable credit for
investments in setting up Mega Food Parks (MFP) as well as processing units in the MFPs.

• In July 2022, Deendayal Port Authority (DPA) announced plans to develop two Mega Cargo Handling
Terminals on a Build-Operate-Transfer (BOT) basis under Public-Private Partnership (PPP) Mode at an
estimated cost of Rs. 5,963 crore (US$ 747.64 million).

• In July 2022, the Union Cabinet chaired by the Prime Minister Mr. Narendra Modi, approved the signing
of the Memorandum of Understanding (MoU) between India & Maldives. This MoU will provide a
platform to tap the benefits of information technology for court digitization and can be a potential growth
area for the IT companies and start-ups in both the countries.

• India and Namibia entered into a Memorandum of Understanding (MoU) on wildlife conservation and
sustainable biodiversity utilization on July 20, 2022, for establishing the cheetah into the historical range
in India.

• In July 2022, the Reserve Bank of India (RBI) approved international trade settlements in Indian rupees
(INR) in order to promote the growth of global trade with emphasis on exports from India and to support
the increasing interest of the global trading community.

• In June 2022, Prime Minister Mr. Narendra Modi inaugurated and laid the foundation stone of
development projects worth Rs. 21,000 crore (US$ 2.63 billion) at Gujarat Gaurav Abhiyan at Vadodara.

• Mr. Rajnath Singh, Minister of Defence, launched 75 newly-developed Artificial Intelligence (AI)
products/technologies during the first-ever ‘AI in Defence’ (AIDef) symposium and exhibition organized
by the Ministry of Defence in New Delhi on 11 July 2022.

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 In June 2022:
• Prime Minister Mr. Narendra Modi, laid the foundation stone of 1,406 projects worth more than Rs.
80,000 crore (US$ 10.01 billion) at the groundbreaking ceremony of the UP Investors Summit in
Lucknow.

• The Projects encompass diverse sectors like Agriculture and Allied industries, IT and Electronics,
MSME, Manufacturing, Renewable Energy, Pharma, Tourism, Defence & Aerospace, Handloom &
Textiles.

• The Indian Institute of Spices Research (IISR) under the Indian Council for Agricultural Research
(ICAR) inked a Memorandum of Understanding (MoU) with Lysterra LLC, a Russia-based company for
the commercialization of biocapsule, an encapsulation technology for bio-fertilization on 30 June, 2022.

• As of April 2022, India signed 13 Free Trade Agreements (FTAs) with its trading partners including
major trade agreements like the India-UAE Comprehensive Partnership Agreement (CEPA) and the
India-Australia Economic Cooperation and Trade Agreement (IndAus ECTA).
• The Union Budget of 2022-23 was presented on February 1, 2022, by the Minister for Finance &
Corporate Affairs, Ms. Nirmala Sitharaman. The budget had four priorities PM GatiShakti, Inclusive
Development, Productivity Enhancement and Investment, and Financing of Investments. In the Union
Budget 2022-23, effective capital expenditure is expected to increase by 27% at Rs. 10.68 lakh crore
(US$ 142.93 billion) to boost the economy. This will be 4.1% of the total Gross Domestic Production
(GDP).

• Under PM GatiShakti Master Plan, the National Highway Network will develop 25,000 km of new
highways network, which will be worth Rs. 20,000 crore (US$ 2.67 billion). In 2022-23. Increased
government expenditure is expected to attract private investments, with a production-linked incentive
scheme providing excellent opportunities. Consistently proactive, graded, and measured policy support
is anticipated to boost the Indian economy.

• In February 2022, Minister for Finance and Corporate Affairs Ms. Nirmala Sitharaman said that
productivity linked incentive (PLI) schemes would be extended to 14 sectors to achieve the mission of
AtmaNirbhar Bharat and create 60 lakh jobs with an additional production capacity of Rs. 30 lakh crore
(US$ 401.49 billion) in the next five years.

• In the Union Budget of 2022-23, the government announced funding for the production linked incentive
(PLI) scheme for domestic solar cells and module manufacturing of Rs. 24,000 crore (US$ 3.21 billion).

• In the Union Budget of 2022-23, the government announced a production linked incentive (PLI) scheme
for Bulk Drugs which was an investment of Rs. 2500 crore (US$ 334.60 million).

• In the Union Budget of 2022, Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman
announced that a scheme for design-led manufacturing in 5G would be launched as part of the PLI
scheme.

• In September 2021, Union Cabinet approved major reforms in the telecom sector, which are expected to
boost employment, growth, competition, and consumer interests. Key reforms include rationalization of
adjusted gross revenue, rationalization of bank guarantees (BGs), and encouragement of spectrum
sharing.

• In the Union Budget of 2022-23, the government has allocated Rs. 44,720 crore (US$ 5.98 billion) to
Bharat Sanchar Nigam Limited (BSNL) for capital investments in the 4G spectrum.

• Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman allocated Rs. 650 crore (US$ 86.69
million) for the Deep Ocean mission that seeks to explore vast marine living and non-living resources.

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 Department of Space (DoS) has got Rs. 13,700 crore (US$ 1.83 billion) in 2022-23 for several key space
missions like Gaganyaan, Chandrayaan-3, and Aditya L-1 (sun).

• In May 2021, the government approved the production linked incentive (PLI) scheme for manufacturing
advanced chemistry cell (ACC) batteries at an estimated outlay of Rs. 18,100 crore (US$ 2.44 billion);
this move is expected to attract domestic and foreign investments worth Rs. 45,000 crore (US$ 6.07
billion).

• Minister for Finance & Corporate Affairs Ms Nirmala Sitharaman announced in the Union Budget of
2022-23 that the Reserve Bank of India (RBI) would issue Digital Rupee using blockchain and other
technologies.
• In the Union Budget of 2022-23, Railway got an investment of Rs. 2.38 lakh crore (US$ 31.88 billion)
and over 400 new high-speed trains were announced. The concept of "One Station, One Product" was
also introduced.

• To boost competitiveness, Budget 2022-23 has announced reforming the 16-year-old Special Economic
Zone (SEZ) act.

• In June 2021, the RBI (Reserve Bank of India) announced that the investment limit for FPI (foreign
portfolio investors) in the State Development Loans (SDLs) and government securities (G-secs) would
persist unaffected at 2% and 6%, respectively, in FY22.

• In November 2020, the Government of India announced Rs. 2.65 lakh crore (US$ 36 billion) stimulus
package to generate job opportunities and provide liquidity support to various sectors such as tourism,
aviation, construction, and housing. Also, India's cabinet approved the production-linked incentives
(PLI) scheme to provide ~Rs. 2 trillion (US$ 27 billion) over five years to create jobs and boost
production in the country.

• Numerous foreign companies are setting up their facilities in India on account of various Government
initiatives like Make in India and Digital India. Prime Minister of India Mr. Narendra Modi launched the
Make in India initiative with an aim to boost the country's manufacturing sector and increase the
purchasing power of an average Indian consumer, which would further drive demand and spur
development, thus benefiting investors. The Government of India, under its Make in India initiative, is
trying to boost the contribution made by the manufacturing sector with an aim to take it to 25% of the
GDP from the current 17%. Besides, the government has also come up with the Digital India initiative,
which focuses on three core components: the creation of digital infrastructure, delivering services
digitally, and increasing digital literacy.

• On January 29, 2022, the National Asset Reconstruction Company Ltd (NARCL) will acquire bad loans
worth up to Rs. 50,000 crore (US$ 6.69 billion) about 15 accounts by March 31, 2022. India Debt
Resolution Co. Ltd (IDRCL) will control the resolution process. This will clean up India's financial
system and help fuel liquidity and boost the Indian economy.

• National Bank for Financing Infrastructure and Development (NaBFID) is a bank that will provide non-
recourse infrastructure financing and is expected to support projects from the first quarter of FY2022-
23; it is expected to raise Rs. 4 lakh crore (US$ 53.58 billion) in the next three years.

• By November 1, 2021, India and the United Kingdom hope to begin negotiations on a free trade
agreement. The proposed FTA between these two countries is likely to unlock business opportunities
and generate jobs. Both sides have renewed their commitment to boost trade in a manner that benefits
all.

• In August 2021, Prime Minister Mr. Narendra Modi announced an initiatopic tive to start a national
mission to reach the US$ 400 billion merchandise export target by FY22.

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 • In August 2021, Prime Minister Mr. Narendra Modi launched a digital payment solution, e-RUPI, a
contactless and cashless instrument for digital payments.
• In April 2021, Dr. Ahmed Abdul Rahman AlBanna, Ambassador of the UAE to India and Founding
Patron of IFIICC, stated that trilateral trade between India, the UAE and Israel is expected to reach US$
110 billion by 2030.

• India is expected to attract investment of around US$ 100 billion in developing the oil and gas
infrastructure during 2019-23.

• The Government of India is expected to increase public health spending to 2.5% of the GDP by 2025.
Road Ahead

In the second quarter of FY 2022-23, the growth momentum of the first quarter was sustained, and high-frequency
indicators (HFIs) performed well in July and August of 2022. India's comparatively strong position in the external
sector reflects the country's generally positive outlook for economic growth and rising employment rates. India
ranked fifth in foreign direct investment inflows among the developed and developing nations listed for the first
quarter of 2022.

India's economic story during the first half of the current financial year highlighted the unwavering support the
government gave to its capital expenditure, which, in FY 2022–23 (until August 2022), stood 46.8% higher than
the same period last year. The ratio of revenue expenditure to capital outlay decreased from 6.4 in the previous
year to 4.5 in the current year, signaling a clear change in favour of higher-quality spending. Stronger revenue
generation as a result of improved tax compliance, increased profitability of the company, and increasing
economic activity also contributed to rising capital spending levels.

Despite the continued global slowdown, India's exports climbed at the second highest rate this quarter. With a
reduction in port congestion, supply networks are being restored. The CPI-C and WPI inflation reduction from
April 2022 already reflects the impact. In August 2022, CPI-C inflation was 7.0%, down from 7.8% in April 2022.
Similarly, WPI inflation has decreased from 15.4% in April 2022 to 12.4% in August 2022. With a proactive set
of administrative actions by the government, flexible monetary policy, and a softening of global commodity prices
and supply-chain bottlenecks, inflationary pressures in India look to be on the decline overall.

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

Indian Outlook of Construction and Infrastructure Industry

Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling India’s
overall development and enjoys intense focus from Government for initiating policies that would ensure time-
bound creation of world class infrastructure in the country. Infrastructure sector includes power, bridges, dams,
roads, and urban infrastructure development. In other words, the infrastructure sector acts as a catalyst for India’s
economic growth as it drives the growth of the allied sectors like townships, housing, built-up infrastructure and
construction development projects.

In order to meet India’s aim of reaching a US$ 5 trillion economy by 2025, infrastructure development is the need
of the hour. The government has launched the National Infrastructure Pipeline (NIP) combined with other
initiatives such as ‘Make in India’ and the production-linked incentives (PLI) scheme to augment the growth of
infrastructure sector. Historically, more than 80% of the country's infrastructure spending has gone toward funding
for transportation, electricity, and water& irrigation.

While these sectors still remain the key focus, the government has also started to focus on other sectors as India's
environment and demographics are evolving. There is a compelling need for enhanced and improved delivery
across the whole infrastructure spectrum, from housing provision to water and sanitation services to digital and
transportation demands, which will assure economic growth, increase quality of life, and boost sectoral
competitiveness.

Market Size

India plans to spend US$ 1.4 trillion on infrastructure through ‘National Infrastructure Pipeline’ in the next five
years. In FY21, infrastructure activities accounted for 13% share of the total FDI inflows of US$ 81.72 billion.

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India will need to construct 43,000 houses every day until 2022 to achieve the vision of Housing for All by 2022.
As of 22 August, 2022, 122.69 lakh houses have been sanctioned, 103.01 lakh houses have been grounded, and
62.21 lakh houses have been completed, under the Pradhan Mantri Awas Yojna scheme (PMAY-Urban).

Hundreds of new cities need to be developed over the next decade. Over the next 10 years, demand for urban
freight is predicted to increase by 140%. Final-mile freight transit in Indian cities accounts for 50% of the total
logistics expenditures in the country's increasing e-commerce supply chains. India is expected to become the third-
largest construction market globally by 2022. Indian logistics market is estimated to touch US$ 320 billion by
2025. The overall infrastructure capex is estimated to grow at a CAGR of 11.4% over FY21-26 driven by spending
on water supply, transport and urban infrastructure. Investment in infrastructure contributed around 5% of the
GDP in the 10th five year plan as against 9% in the 11th five year plan. Further, US$ 1 trillion investment in
infrastructure was proposed by the India’s planning commission during the 12th five year plan, with 40% of the
funds coming from the private sector.

Government Initiatives and Investments

Some of the recent government initiatives and investments in the Infrastructure sector are as follows:

• In Union Budget 2022-23:

➢ The government has given a massive push to the infrastructure sector by allocating Rs. 10 lakh crore
(US$ 130.57 billion) to enhance the infrastructure sector.
➢ The government allocated Rs. 134,015 crore (US$ 17.24 billion) to National Highways Authority of
India (NHAI).
➢ The government announced an outlay of Rs. 60,000 crore (US$ 7.72 billion) for the Ministry of
Road Transport and Highways.
➢ The government announced Rs. 76,549 crore (US$ 9.85 billion) to the Ministry of Housing and
Urban Affairs.
➢ The government allocated Rs. 84,587 crore crore (US$ 10.87 billion) to the Department of
Telecommunications to create and augment telecom infrastructure in the country.
➢ The total revenue expenditure by Railways is projected to be Rs. 234,640 crore (US$ 30.48 billion)

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 ➢ 100 PM-GatiShakti Cargo Terminals for multimodal logistics facilities will be developed over next
three years.
➢ Focus was on the PM GatiShakti - National Master Plan for multimodal connectivity to economic
zones. Everything, from roads to trains, from aviation to agriculture, as well as many ministries and
departments, will be integrated under the PM GatiShakti National Master Plan.
• In September 2022, the government approved rail-cum-road bridge across Brahmaputra river near the
existing Saraighat bridge at Guwahati at the cost of Rs. 996.75 crore (US$ 122.27 million) which will be
shared by NHAI & Ministry of Railways.
• In FY 2022-23 (until October 20, 2022), passenger earnings stood at Rs. 33,838.16 crore (US$ 4.15
billion).
• In August 2022, Mr. Nitin Gadkari, Minister of Road Transport and Highways laid foundation stone of
six NH projects worth Rs. 2,300 crore (US$ 287.89 million) in Indore, Madhya Pradesh.
• In FY23 (until September 2022), the combined index of eight core industries stood at 142.8 driven by
the production of coal, refinery products, fertilizers, steel, electricity and cement industries.
• In June 2022 Mr. Nitin Gadkari, Minister of Road Transport and Highways inaugurated 15 National
Highway projects in Patna and Hajipur in Bihar worth Rs. 13,585 crore (US$ 1.75 billion)
• FDI in construction development (townships, housing, built-up infrastructure and construction
development projects) and construction (infrastructure) activity sectors stood at US$ 26.22 billion and
US$ 28.64 billion, respectively, between April 2000-June 2022.
• In March 2022, Mr. Nitin Gadkari, Minister of Road Transport and Highway inaugurated 19 National
Highway projects in Haryana and Rajasthan totaling Rs. 1,407 crore (US$ 183.9 million).
• The government expanded the ‘National Infrastructure Pipeline (NIP)’ to 9,335 projects. 217 projects
worth Rs. 1.10 lakh crore (US$ 15.09 billion) were completed as of 2020.
• In November 2021, the Asian Development Bank (ADB) has approved a US$ 250-million loan to support
development of the National Industrial Corridor Development Programme (NICDP). This is a part of the
US$ 500-million loan to build 11 industrial corridors bridging 17 states.
• In November 2021, India, the US, Israel and the UAE established a new quadrilateral economic forum
to focus on infrastructure development projects in the region and strengthen bilateral co-operation.
• The initiative ‘Infrastructure for Resilient Island States’ (launched in November 2021) will give India a
huge opportunity to contribute to the betterment of other vulnerable countries in the world.
• In October 2021, the Union Cabinet of India approved the PM GatiShakti National Master Plan—
including implementation, monitoring and support mechanism—for providing multi-modal connectivity.
• In October 2021, the Dubai government and India, inked an agreement to develop infrastructure such as
industrial parks, IT towers, multipurpose towers, logistics centres, a medical college and a specialised
hospital in Jammu & Kashmir.
• In FY22, government initiatives such the National Infrastructure Pipeline, National Monetisation
Pipeline, Bharatmala Pariyojana, changes in the Hybrid Annuity Model (HAM) and fast pace of asset
monetization to boost road construction.
• To encourage rooftop solar (RTS) throughout the country, notably in rural regions, the Ministry of New
and Renewable Energy is undertaking Rooftop Solar Programme Phase II, which aims to install RTS
capacity of 4,000 MW in the residential sector by 2022 with a provision of subsidy.
• In May 2021, Minister for Road Transport & Highways and Micro, Small and Medium Enterprises, Mr.
Nitin Gadkari stated that the government is giving utmost priority to infrastructure development and has
set a target of road construction of worth Rs.15 lakh crore (US$ 206 billion) in the next two years.
• The Ministry of Railways plans to monetise assets including Eastern and Western Dedicated Freight
Corridors after commissioning, induction of 150 modern rakes through PPP, station redevelopment
through PPP, railway land parcels, multifunctional complexes (MFC), railway colonies, hill railways and
stadiums.
• Mega Investment Textiles Parks (MITRA) scheme was launched to establish world-class infrastructure
in the textile sector and establish seven textile parks over three years.
• The government announced Rs. 305,984 crore (US$ 42 billion) over the next five years for a revamped,
reforms-based and result-linked new power distribution sector scheme.
Road Ahead

68
India's Infrastructure forms an integral part of the country's economic ecosystem. There has been a significant
shift in the industry that is leading to the development of world-class facilities across the country in the areas of
roads, waterways, railways, airports, and ports, among others. The country-wide smart cities programmes have
proven to be industry game-changers. Given its critical role in the growth of the nation, the infrastructure sector
has experienced a tremendous boom as a result of India's necessity and desire for rapid development. The
expansion has been aided by urbanisation and an increase in foreign investment in the sector.

The infrastructure sector has become the biggest focus area for the Government of India. India plans to spend US$
1.4 trillion on infrastructure during 2019-23 to have a sustainable development of the country. The Government
has suggested investment of Rs. 5,000,000 crore (US$ 750 billion) for railways infrastructure from 2018-30.
India's GDP is expected to grow by 8% over the next three fiscal years, one of the quickest rates among major,
developing economies, according to S&P Global Ratings. India and Japan have joined hands for infrastructure
development in India's Northeast states and are also setting up an India-Japan Coordination Forum for
development of Northeast to undertake strategic infrastructure projects for the region.

India being a developing nation is set to take full advantage of the opportunity for the expansion of the
infrastructure sector, and it is reasonable to conclude that India's infrastructure has a bright future ahead of it.

(Source: https://www.ibef.org/industry/infrastructure-sector-india)

69
 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” beginning on page 20, for a discussion of the risks and uncertainties related to those
statements, as well as “Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 75 and 117, 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 Audited Financial Statements.

Our Company was incorporated as “Enbee Trade & Finance Limited” on July 24, 1985 as a public limited
company under the Companies Act, 1956 with the Registrar of Companies, Mumbai, Maharashtra and
consequently a certificate of commencement of business dated August 6, 1985 was issued to our Company. The
corporate identification number of our Company is L50100MH1985PLC036945. The Registered office of our
Company is located at B4 /C5, Gods Gift CHS Ltd, N M Joshi Marg, Lower Parel, Mumbai-400013, Maharashtra,
India.

We are a Non Deposit Accepting Non-Banking Financial Company (NBFC) registered with RBI to carry on the
NBFC activities under Section 45IA of the Reserve Bank of India Act, 1934 bearing Registration no. 13.00691
dated April 20, 1998. As the Company has been granted NBFC License by RBI, the Company’s business model
is mainly centered on Loan activities i.e. granting of unsecured loans to body corporates and individuals. We need
financial resources to fuel the growing demand and to seize the opportunities presented by the market from time
to time. We have been in the business for the last 25 years. There are no holding as well as subsidiary companies
of the Company.

The objects clause of our Memorandum of Association enables us to undertake our existing activities and the
activities for which funds are being raised by us through this Issue.

In the year 2015, our Company has been taken over by new management and the present promoter Amarr Narendra
Galla completed the acquisition of shares from erstwhile promoters of the Company pursuant to an Open Offer
made under Regulation 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisitions of Shares
and Takeovers) Regulations, 2011 which commenced on December 9, 2015 and expired on December 22, 2015.
The settlement date was December 28, 2015. Post Open Offer shareholding of Amarr Narendra Galla was 50.72%
of total equity share capital of the Company.

Our Company has allotted 1,20,050 Equity Shares to Mr. Amarr Narendra Galla on preferential basis on June 4,
2015. The Company has further allotted 6,90,000 and 5,45,000 Equity Shares on preferential basis to Promoter,
Promoter Group and Non-Promoter individual investor including Persons acting in Concert (PAC) on March 31,
2016 and October 27, 2016 respectively.

We work under the guidance of our Chairman and Managing Director, Amarr Narendra Galla, who has knowledge
in the field of financing activities and been associated with our Company since 2015. He has been instrumental in
evolving our business operations, growth and future prospects.

Our standalone revenues from operations for Fiscals 2022, 2021 and 2020 were ₹ 363.71 lakhs, ₹ 195.39 lakhs
and ₹ 85.95 lakhs, respectively. Our standalone EBITDA for the Fiscals 2022, 2021 and 2020 were ₹ 175.81
lakhs, ₹ 17.06 lakhs and ₹ (55.08) lakhs, respectively. Our standalone profit after tax for Fiscals 2022, 2021 and
2020 were ₹ 94.19 lakhs, ₹ 6.83 lakhs and ₹ (47.85) lakhs, respectively. Our loan portfolio as of December 31,
2022, is ₹ 3,409.00 lakhs.

An overview of loan portfolio as at December 31, 2022, March 31, 2022 and March 31, 2021 is as follows:
(₹ in lakhs)
Particulars December 31, 2022 March 31, 2022 March 31, 2021
Loan to Related Parties 0 0 0
Other Loan and Advances 3,409.00 2,174.25 1,067.25

DETAILS OF OUR MAJOR BUSINESS ACTIVITIES

70
As the Company has been granted NBFC License by RBI, the Company’s business model is mainly centered on
Loan activities i.e. granting of unsecured loans to body corporates and individuals. As on December 31, 2022 the
loan portfolio of the Company is ₹ 3,409.00 lakhs.

OUR BUSINESS STRATEGY

Maintain and Expand Long-term Relationships with Clients

The company believes in a conservative investment pattern and has committed client base for its services. The
business model is based on client relationships that are established over period of time rather than a project-based
execution approach. Our Company believes that long-term client relationship fetches better dividends. Long-term
relations are built on trust and continuous satisfaction of the customers. It helps understanding the basic approach
of our Company and its market. It also forms basis of further expansion for our Company, as we are able to
monitor a potential product/ market closely. The Management of the Company is looking forward to achieve new
heights on the corporate front with the new objects as adopted by the Company recently. There are no holding as
well as subsidiary companies of the Company.

Leveraging of our Marketing Skills and Relationships

We continue to enhance our business operations by ensuring that our network of customers increases through our
marketing efforts.

Focus on customer services by efficient use of technology

We believe that customer service initiatives coupled with the effective use of technology can help us enhance our
recognition and business operations. We intend to continue investing in technology to improve our operational
efficiencies, functionality, reduce errors and improve our productivity. We also believe in deploying strong
technology systems that will enable us to respond to market opportunities and challenges swiftly, improve the
quality of services to our customers, and improve our risk management capabilities. We intend to remain
committed to technological innovation to ensure our ability to respond to our increasingly sophisticated and
competitive market and to mitigate the risks we face as a NBFC.

Continue to focus on cost efficiency and improving productivity

Increased competition has encouraged the players in our industry to find innovative ways to reduce cost and
increase the overall efficiency. We intend to focus on keeping our operating costs low, which is critical for
remaining profitable, by implementing measures to reduce our operating costs and improving our operational
efficiencies.

Attract and retain experienced professionals

Our Company believes in recruiting qualified professionals with experience in financial services sector, credit
evaluation, risk management, technology, and marketing

Utilities & Infrastructure Facilities

We require computers and laptops for our data preparation work. Our registered office is equipped with latest
computer systems, relevant software’s, uninterrupted power supply, internet connectivity, security and other
facilities, which are required for our business operations to function smoothly.

Collaborations

We have not entered into any technical or financial or any other collaboration agreement as on the date of filing
this Draft Letter of Offer.

Manpower

Our Company is committed towards creating an organization that nurtures talent. We provide our employees an
open atmosphere with a continuous learning platform that recognizes meritorious performance.

71
Competitors

We face competition from organized as well as unorganized players in the domestic market. This industry is highly
competitive. We have a number of competitors offering services similar to us. Even with a diversified product
portfolio, quality approach and modern technology we may have to face competitive pressures. The principal
elements of competition in our industry are price, quality, timely delivery and reliability. We compete against our
competitors by establishing ourselves as a knowledge-based company with industry expertise in providing variety
of quality services.

Customers

We cater to retail as well as institutional clients.

72
 OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE

Our Board of Directors

As per the Articles of Association and subject to the provisions of the Companies Act, our Company is required
to have not less than three Directors and not more than twelve Directors, unless otherwise determined by our
Company through a special resolution. As on the date of this Draft Letter of Offer, our Board comprises 4 (four)
Directors, of which 1 (one) Director is Managing Director, 1 (one) Director is Whole-time Director, who is also
the woman Director of our Company and 2 (two) Directors are Independent Directors. Set forth below are details
regarding our Board as on the date of this Draft Letter of Offer:

Name, DIN, Date of Birth, Designation, Address, Age Other Directorships

Occupation, Term and Nationality (years)
Amarr Narendra Galla
42 Nil
DIN: 07138963

Date of Birth: July 7, 1980

Designation: Chairman and Managing Director

Address: 0403/4, Tower B, Ashok Tower, DR S S Rao

Road Parel, Mumbai- 400 012, Maharashtra, India

Occupation: Business

Term: For a period of five years with effect from July 1,

2020 until June 30, 2025

Nationality: Indian
Ssamta Amar Gaala
35 Nil
DIN: 07138965

Date of Birth: November 27, 1987

Designation: Whole-time Director

Address: 0403/4, Tower B, Ashok Tower, DR S S Rao

Road Parel, Mumbai- 400 012, Maharashtra, India

Occupation: Business

Term: For a period of five years with effect February 27,

2023, subject to approval of the Shareholders in the
upcoming Extra-ordinary General Meeting.

Nationality: Indian
Akash Shailesh Gangar
32 Nil
DIN: 09079830

Date of Birth: September 9, 1990

Designation: Independent Director

Address: C-21, Indraprastha Society, Near Sarvoday

Nagar, Near Jain Mandir, Mulund (W) Mumbai- 400 080,
Maharashtra, India

Occupation: Business

Term: For a period of five (05) years with effect from

March 11, 2021 until March 10, 2026

Nationality: Indian

73
 Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
Occupation, Term and Nationality (years)
Jayesh Gulabbhai Patel
43 Nil
DIN: 06942623

Date of Birth: April 20, 1979

Designation: Independent Director

Address: 501/a, Vikas Tower Chsl, Society Road, Near

Amboli Fatak, Next To Nikunj School, Andheri East,
Mumbai – 400 069, Maharashtra, India.

Occupation: Business

Term: For a period of four (04) years with effect from

March 11, 2021 until March 10, 2025

Nationality: Indian
Confirmations
1. None of our Directors of our Company have held or currently hold directorship in any listed company whose
shares have been or were suspended from being traded on any of the stock exchanges in the five years
preceding the date of filing of this Draft Letter of Offer, during the term of his/ her directorship in such
company.
2. Further, none of our Directors of our Company are or were associated in the capacity of a director with any
listed company which has been delisted from any stock exchange(s) at any time in the past ten years from
the date of this Draft Letter of Offer.
Our Key Managerial Personnel and senior management
In addition to our Managing Director and Whole Time Director, set forth below are the details of our Key
Managerial Personnel as on the date of filing of this Draft Letter of Offer:
Meyhul Narendra Gaala, aged 44 years, is the Chief Financial Officer of our Company. He has been associated
with our Company since November 12, 2016 in the capacity of a Chief Financial Officer.
Ruchika Kabra, aged 28 years, is the Company Secretary and Compliance Officer of our Company. She has
been associated with our Company since July 22, 2022 in the capacity of a Company Secretary and Compliance
Officer.
All our Key Managerial Personnel are permanent employees of our Company. Except for our Chief Financial
Officer and Company Secretary and Compliance Officer, there is no other senior management in our Company.
Management Organization Structure
Set forth is the organization structure of our Company:

Board of Directors

1. Jayesh Gulabbhai Ssamta Amar Gaala

Amarr Narendra Galla Patel (Whole-time Director)
(Chairman and Managing Director) 2. Akash Shailesh Gangar
(Independent Directors)

Meyhul Narendra Gaala

(Chief Financial Officer)

Ruchika Kabra
(Company Secretary and
Compliance Officer)

74
 SECTION V – FINANCIAL INFORMATION

FINANCIAL INFORMATION

S. No. Details Page Number

1. Unaudited Limited Reviewed Financial Statements for the nine months period 76
ended December 31, 2022.
2. Audited Financial Statements as at and for the years ended March 31, 2022. 81

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

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 ambavat jain & associates LLP
chartered accountants

Independent Auditors’ Review Report on the Quarterly and Year to date Unaudited Financial
Results Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended

To,
THE BOARD OF DIRECTORS
ENBEE TRADE & FINANCE LTD

1. We have reviewed the accompanying Statement of Unaudited Financial Results of ENBEE TRADE
& FINANCE LIMITED (the ‘Company’), for the quarter ended December 31, 2022 (“the Statement”),
being submitted by the Company pursuant to the requirement of Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ‘Regulation’).

2. This Statement, which is the responsibility of the Company’s Management and approved by the
Board of Directors, has been prepared in accordance with the recognition and measurement
principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting”, prescribed
under section 133 of the Companies Act, 2013 (the ‘Act’), read with relevant rules issued thereunder
and other accounting principles generally accepted in India. Our responsibility is to issue a report on
the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements
(‘SRE’) 2410, ‘Review of Interim Financial Information performed by the Independent Auditor of the
Entity’ issued by the Institute of Chartered Accountants of India. This standard requires that we plan
and perform the review to obtain moderate assurance as to whether the Statement is free from
material misstatement. A review of interim financial information consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit conducted in
accordance with Standards on Auditing and consequently, does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.

4. Based on our review conducted and procedure performed as stated in paragraph 3 above, nothing
has come to our attention that causes us to believe that the accompanying Statement, prepared in
accordance with the recognition and measurement principles laid down in the Indian Accounting
Standards specified under Section 133 of the Act, as amended, read with relevant rules issued there
under and other accounting principles generally accepted in India, has not disclosed the information
76
Registered with Limited Liability under The Limited Liability Partnership Act, 2008 with Registration No. AAA - 7120
Regd. Office: Office No. 40, Morarji Velji Bldg, 1st floor, 9/15, Dr. M.B. Velkar Street, Marine Lines (East), Mumbai – 400002.
Tel: +91 22 43153000 Fax: +91 22 43153015. Email: aja@ajallp.in. Website: www.ajallp.in
 ambavat jain & associates LLP
chartered accountants

required to be disclosed in terms of Regulation 33 of the Regulations, including the manner in which
it is to be disclosed, or that it contains any material misstatement.

For Ambavat Jain & Associate LLP

Chartered Accountants
Firm Registration No.: 109681W

Chirag Shah
Partner
Membership No:125997
UDIN: 23125997BGZAKT7930
Place: Mumbai
Date: 07-02-2023

77

Registered with Limited Liability under The Limited Liability Partnership Act, 2008 with Registration No. AAA - 7120
Regd. Office: Office No. 40, Morarji Velji Bldg, 1st floor, 9/15, Dr. M.B. Velkar Street, Marine Lines (East), Mumbai – 400002.
Tel: +91 22 43153000 Fax: +91 22 43153015. Email: aja@ajallp.in. Website: www.ajallp.in
78
79
80
 ambavat jain & associates LLP
chartered accountants
INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ENBEE TRADE AND FINANCE LIMITED

Opinion
We have audited the accompanying Standalone Financial Statements of Enbee Trade and Finance
Limited (“the Company”), which comprise the standalone Balance Sheet as at 31st March 2022, and
the standalone Statement of Profit and Loss (including other comprehensive income), standalone
Statement of Changes in Equity and standalone statement of Cash Flows for the year then ended,
and notes to the Standalone Financial Statements, including a summary of the Significant Accounting
Policies and other explanatory information (hereinafter referred to as “the Standalone Financial
Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Standalone Financial Statements give the information required by the Companies Act,
2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March 2022, and profit
and other comprehensive income, changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit of this Interim Standalone Financial Statement in accordance with the
Standards on Auditing (“SAs”) specified under Section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor’s Responsibilities for the Audit of the Interim
Standalone Financial Statement section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”)
together with the independence requirements that are relevant to our audit of the Interim
Standalone Financial Statement under the provisions of the Act and the Rules thereunder and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s
Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our audit opinion.

Key audit matters

Key audit matters as per SA 701 are those matters that, in our professional judgment, were of most
significance in our audit of the Financial Statement of the current period. These matters were
addressed in the context of our audit of the Financial Statement as a whole, and in forming our
Opinion thereon, and we do not provide a separate opinion on these matters.

Description of key audit matters:

Key audit matter How the matter was addressed in our audit
Impairment of loans and advances to customers Subjective estimate
Recognition and measurement of impairment of Our audit procedures included:
loans and advances involve significant • Evaluation of the appropriateness of the
management judgement. impairment principles used by management
based on the requirements of Ind AS 109, our
Under Ind AS 109, Financial Instruments, business understanding and industry practice.
allowance for loan losses are determined using
expected credit loss (ECL) Model. The Company’s • Assessing design and implementation of key
impairment allowance is derived from estimates internal financial controls over loan
81
Registered with Limited Liability under The Limited Liability Partnership Act, 2008 with Registration No. AAA - 7120
Regd. Office: Office No. 40, Morarji Velji Bldg, 1st floor, 9/15, Dr. M.B. Velkar Street, Marine Lines (East), Mumbai – 400002.
Tel: +91 22 43153000 Fax: +91 22 43153015. Email: aja@ajallp.com. Website: www.ajallp.com
 ambavat jain & associates LLP
chartered accountants
including the historical default and lossratios, impairment process used to calculate the
current economic condition and forward-looking impairment charge.
information.
• Understanding management’s revised
Management exercises judgement in determining processes, systems and controls implemented
the quantum of loss based on a range of factors. in relation to impairment allowance process,
The most significant areas are: particularly in view
- Loan staging criteria of COVID-19 regulatory package.
- Calculation of probability of default / Loss given
default • Evaluating management’s controls over
- Determination of exposure at default collation of relevant information used for
- Consideration of forward looking macro- determining estimates for management
economic factors overlays on account of COVID-19.
- Complexity of disclosures
• Testing of review controls over
There are many data inputs required by the ECL measurement of impairment allowances and
model. disclosures in financial statements.
This increases the risk of completeness and
accuracy of the data that has been used to create
assumptions in the model. In some cases, data is
unavailable and reasonable alternatives have
been applied to allow calculations to be
performed.

Information Other than the Standalone Financial Statements and Auditors’ Report Thereon

The Company’s management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s annual report, but does not
include the financial statements and our auditors’ report thereon. The other information is expected
to be made available to us after the date of this auditor’s report.

Our opinion on the Standalone Financial Statements does not cover the other information and we
do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

Management’s and Board of Directors’ Responsibility for the Standalone Financial Statements
The Company’s management and Board of Directors are responsible for the matters stated in
section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements
that give a true and fair view of the state of affairs, profit/loss and other comprehensive income,
changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring accuracy and completeness of the accounting records, relevant to the

82
Registered with Limited Liability under The Limited Liability Partnership Act, 2008 with Registration No. AAA - 7120
Regd. Office: Office No. 40, Morarji Velji Bldg, 1st floor, 9/15, Dr. M.B. Velkar Street, Marine Lines (East), Mumbai – 400002.
Tel: +91 22 43153000 Fax: +91 22 43153015. Email: aja@ajallp.com. Website: www.ajallp.com
 ambavat jain & associates LLP
chartered accountants
preparation and presentation of the Standalone Financial Statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Management and Board of Directors are
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Standalone Financial
Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

• Identify and assess the risks of material misstatement of the Standalone Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls with
reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures in the standalone financial statements made by the Management
and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the Standalone
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone Financial Statements represent the
underlying transactions and events in a manner that achieves fair presentation.
Registered with Limited Liability under The Limited Liability Partnership Act, 2008 with Registration No. AAA - 7120
Regd. Office: Office No. 40, Morarji Velji Bldg, 1st floor, 9/15, Dr. M.B. Velkar Street, Marine Lines (East), Mumbai – 400002.
Tel: +91 22 43153000 Fax: +91 22 43153015. Email: aja@ajallp.com. Website: www.ajallp.com
83
 ambavat jain & associates LLP
chartered accountants
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

A. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central
Government in terms of section 143(11) of the Act, we give in the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

B. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books.

c) The standalone balance sheet, the standalone statement of profit and loss (including other
comprehensive income), the standalone statement of changes in equity and the standalone
statement of cash flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified
under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March 2022 taken
on record by the Board of Directors, none of the directors are disqualified as on 31st March 2022
from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements
of the Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.

C. With respect to the other matters to be included in the Auditors’ Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014,

In our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. a. The Management has represented that, to the best of its knowledge and belief, no
Registered with Limited Liability under The Limited Liability Partnership Act, 2008 with Registration No. AAA - 7120
Regd. Office: Office No. 40, Morarji Velji Bldg, 1st floor, 9/15, Dr. M.B. Velkar Street, Marine Lines (East), Mumbai – 400002.
Tel: +91 22 43153000 Fax: +91 22 43153015. Email: aja@ajallp.com. Website: www.ajallp.com
84
 ambavat jain & associates LLP
chartered accountants
funds (which are material either individually or in the aggregate) have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries

b. The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c. Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material misstatement.

v. The company has not declared or paid dividend during the year.

For Ambavat Jain And Associates LLP

Chartered Accountants
Firms Registration No:109681W

Chirag Shah
Partner
Membership No:125997
UDIN: 22125997AJWUNW1819
Place: Mumbai
Date: 30th May, 2022

85
Registered with Limited Liability under The Limited Liability Partnership Act, 2008 with Registration No. AAA - 7120
Regd. Office: Office No. 40, Morarji Velji Bldg, 1st floor, 9/15, Dr. M.B. Velkar Street, Marine Lines (East), Mumbai – 400002.
Tel: +91 22 43153000 Fax: +91 22 43153015. Email: aja@ajallp.com. Website: www.ajallp.com
 ENBEE TRADE AND FINANCE TIMITED
CIN No: 150100MH1985P1C036945
B4/c5, Gods Gift chs Ltd, N M Joshi Marg, Lower parel, Mumbai - 400013
Ph:Q22-24965566, Fax: 022-24965566, E il ld:enbeetrade@gmail.com; Website: www.enbeetrade.com

Balance Sheet as at 31 March ZOI4Z

(Currency: INR in Lakhs)

Particulars

ASSETS
1. Financial assets
(a) Cash and cash equivalents 4.36 3.49
(b) Loans 2,194.20 96s.s3
(c) Other Financial assets 2.00 L.72
Total financial assets 970.74
2. Non-financial assets
(a) Deferred tax Assets (Net)
36.L2
(b) Property, Plant and Equipment
4.46
Total non-financial assets
Total Assets L,OtL.32

LIABILITIES AND EQUITY

A. LIABITITIES
1. Financial Liabilities
(a) Borrowings (other than debt securities)
(b) Other financial liabilities
Total Financial Liabilities t,o67.gt
2. Non-Financial Liabilities
(a) Current tax liabilities (Net)
54.85 8.83
(b) Provisions
26.52
(c) Other Non-financial liabilities
37.47 45.34
Total non-financial Liabilities

B. EQUITY
(a) Equity Share capital 160.01 160.01
(b) Other Equity 882.57 788.38
Total equity 1,042.59
,Total liabilities and equity
2,229.23
See accompanying notes to the financial statements
As per our report of even date attached
For Ambavat Jain & Associates LLp For and on behalf of the Board of Directors of
Chartered Accountants Enbee Trade and Finance Limited
1L
lct'/
Managing Director
Mumbai : 30th May, 2O2Z
Chirag Shah .

Partner
Membership No. : 125997 Chi al Offlcer
Mumbai : 30th Muy, 2022
U Dl N : 221,25997AJWU NW1819

86 Mem No : 67295
 ENBEE TRADE AND FINANCE LIMITED
CIN No: 150100MH1985P1C036945
B4/c5, Gods Gift chs Ltd, N M Joshi Marg, Lower parel, Mumbai - 400013
Ph: 022-24965566, Fax: 022-24965566, Email ld:enbeet il.com; Website: www.en beetrade.com

Statement of Profit and Loss for the year ended 31 March ZOZ1
(Currency: INR in Lakhs)

Year Ended Year Ended

Particulars 31 March 2022 31 March 2OZl
(Audited) (Audited)
i. Revenue from operations
Interest Income
195.39
Total revenue from operations
ii. Other lncome
l. Total income (i+ ii)

ll. Expenses:
(a) Finance Cost
40.92 3.L7
(b) lmpairment of Financial Instrument (ECL) (s8.42) 70.28
(c) Employee Benefits Expense
L77.77 92.48
(d) Depreciation and amortization
4.40 4.43
(e) Other expenses
68.82 15.80
Total Expenses

lll. Profit before Extra Ordinary ltems (l-il)

Extra Ordinary ltems
lV. Profit before Tax
Current Tax 36.59 20.00
Deferred Tax (0.3e) (77.37l,
V. Total tax expense

Vl. Net profit after tax (tV-V)

Other comprehensive income

(a) ltems that will not be reclassified to profit or loss
(b) ltems that will be reclassified to profit or loss
Vll. Other comprehensive income
Vlll. Total Comprehensive lncome (Vl + Vll)

lX. Earning per Equity Share [EPSI

(a) Basic (in <)
, (b) Diluted (in <)
Paid-up Equity Share capital(Face Value < 10/-)

Significant accounting policies

The accompanying Notes are an integral part of th" fin.*i.l rtat"t*nt,
As per our report of even date attached
For Ambavat Jain & Associates LLp
Chartered Accountants
Firm's Registration No.: 109G81W

C FJP\I,
Chirag Shah
Partner
Membership No. : L25997
Mumbai:
U Dl N : 22L25997AJWU NW1819

87
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88
 INBEE TMDE AND FTNANCE TIMITED
CIN No: 150100MH1985p1C036945
B4/C5, Gods Gift Chs Ltd, N M Joshi Marg, Lower parel,'Mlmbai- 400013
Ph 022-24965566, Fax:022-24965565, Email ld:enbeetrade@gmail.com; Website: www.enbeetrade.com

Cash Flow Statement for the year ended 31 March 2022

(Currency: INR in Lakhs)

Forthe year ended For the year ended

31 March 2022 31 March 2021
Cash flow from operating activities
Net Profit before Taxation
130.49 9.46
Adjustments to reconcile profit before tax to net cash flows :

Depreciation & a mortisation

4.40 4.43
Interest on Financial Instruments
o.27 0.23
Finance Cost
40.92 3.L7
lmpairment Provision per ECL
-58.42 70.28
cash generated from operations before working capitat changes
L17.66 87.57
Adjustments for:
(lncrease)/ Decrease in trade receivables
(lncrease)/ Decrease in Loans and Advances
lncrease/ (Decrease) in Current Liabilities
Cash Generated from Operations
Income Tax Paid
(r7.24)
Net cash flows from/(used in) operating activities

h Flow from Investing Activities:

Purchase of Fixed fusets / Recognition of ROU Asset
Net cash flows from/(used in) investing activities

Cash Flow from Financial Activities:

Cash flow from borrowings & other Financial Liabilities
Interest on Financial Instruments
Net cash flows from/(used in)financing activities

Net increase/(decrease) in cash and cash equivalents (A+B+c!

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year
Net Inflow

1 cash and cash equivalents comprise of cash on hand and balances with bank in current
accounts.
2 cash flows arising on account of taxes on income are not specifically bifurcated with respect to
investing & financing activities.
' 3 Previous year's figures have been regrouped, wherever necessaryto confirm to currentyear's
classification.
4 Flgures in brackets reDresent outflow
5 The above cash Flow statement has been prepared under the 'lndirect method' as set out
in the lnd As - 7 statement of cash Flow.

As per our report of even date attached

For Ambavat Jain & Associates [Lp
For and on behalf of the Board of Directors of
Chartered Accountants Enbee Trade and Finance Limited
Firm's Registration No.: 109681W - - .
{,
l>*Y2
r'- -/
Managing Director
Mumb ZO2Z

Membership No. : L25997

Mumbai: 30th May,2022 Chief F r
U Dl N : 22125997 NWU NW1819
Mum

Ruchi etory
Mem No :67295

89
 ENBEE TMDE AI{D FINAIICE LIMMD
]{otes to tfie Financ'ral statements as at ended 31st March 2022
INR in

ilote No Pdticubs Ar at A5 at
Mardr 31,2022 Madr3L2021
2 CaCr & Cash EquiralenS

C-ash on hand 0.50 o.so

Balances with banks: In Current Account 3.86 2.E!)
435 3.tt9

3 loarrs
Term Loans(Unsecured)
2,L74.25 L(n7.2s
Accrued Interest
105.23 40.32
Gross Loam
2279.,8, l,l:ws7
less: lmpahment loas Albuance 85.28
Stage 1
39.42
'4,z.vl
8.40
Stage 2
45.85 15.s8
Stage 3
117.(b
ilet l-oans
2,19420 !r5.st

3.a Unsecured loan (Gross)

2279.8 tlo7.s7
Less : lmpairment bes Allorance
85.2E t4LA4
Stage 1
39.42 8./10
Stage 2
45.86 15.58
Stage 3
117.6
[etTdal 2,ltA20 55.af

3.b .oans in India

,ublic Sector

)thers (lndividualsf
2,279.48 1,Lo7.57
'otal Gross
2279.8 t+to7s7
8528 l4zo4]
39.42 8.4{'
45.86 15.s8
117.6
2,lgtl.2o !165.53
ge in the business model r tnder which the
ompany holds financial assets and therefore and no reclassificati ons where made
oans Given to related partaes as on March 31-,2OZ2 is Rs. NIL ( as on March 31, 2021 is
Rs.N Ir)
4

2.00 t-72
LAO L72
5

0.10 0.15
28.52 35.97
D
28..62 ito.l2

1,065.00
1,065.0O

8lo
(0.03) 3.54
2.U
281 354

t' 54.85
54A5
8.&t
&&l

26.52 5.22

:l: 2652 5-2j2

2t.u
37.6 23.49
?f .6 4533
90
 ENBEE TRADE AND FINANCE TIMITED
Notes to Financial statement for year ended 31st March 2022
{Currency: INR in Lakhs)

For the year ended

March 31,2022 March 3t,2O2l
Interest Income on loans
On financial assets measured at amortised cost
Interest lncome on Loans

Other lncome
Finance Income - Lease Deposit

Finance cost
Interest
Finance Cost on Leases

Employee Benefit Expenses

Salaries and wages

Other Expenses
Auditors Remuneration
- For Audit ( Refer Note 34)
3.60 3.00
- Other Services
8.81
Electricity Expenses
0.s8 o.L4
Legal & Professional Fees
8.18 4.L8
Printing & Stationery
0.06
Rates & Taxes and License Fees
9.11 4.68
Renewal Fees
0.03
ROC Expenses
27.86 0.06
Penalties
10.15 3.55
Other Miscellaneous Expenditure
0.52 0.10

Schedule of Taxes
Current Tax
20.00
Deferred Tax
(L7.37)

91
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92
 ENBEE TRADE AND FINANCE LIMITED
Notes to Financial Statement for year ended 3lst March 2022

SHARE CAPITAT

As at March 3t,ZOZ2 As at March 3L,ZOZL

Rs. In Lakhs

Authorised Capital
20,00,000 Equity Shares of Rs. 10 each
(Previous year 20,(X),00O Shares of Rs. 10 each)

lssued, Subscribed and paid up Capital

15,00,050 Equity Shares of Rs. 10 each
(Previous Year 1G,00,050 Shares of Rs.10 each, fully
paid up)

12.1 Reconciliation of the number of shares outstandi at the and at the end ofthe
As at March 3L,ZOZ2 As at March 3l,,ZO21-

At the beginning of year

Shares lssued during the
Shares bought back during the
the end ofthe year

12.2 Details of shareholders hold more than 5% shares in the

As at March 3t,2O2Z As at March 31-,2021,

Mr. Amar Narendra Gala

As per records of the company, including its register of shareholders/members

and other declarations received from shareholders regarding
beneficial interest, the above shareholding represents both
legaland beneficialownerships of shares.

12'3 There are no shares issued or reserved for issue under options
and contracts or commitments for the sale of shares
or disinvestment during
,l: t:l'":" sheet date. rhere are no shares alotted without the payment being
:?: ::l;::jx::;::::::*:1t,1,51,""
the period of five years immediatery preceding the Barance sheet received in cash
date.

12.4 During the last five years there were no Bonus shares
were issued.

12.5 Details of shareholding of promoters are given below:

at 3l March 2022

Shares held by promoters at the end of the year

Sr. No. Promoter name
% of total shares
AMAR NARENDRA GALA

NEHA MEHUL GAI-A

BHARAT THAKARSHI MAMANIA
NARENDRA BHAVANJI GAIA
MEHUL NARENDRA GALA
MEHUL NARENDM GALA HUF
NEEL BHARAT MAMANIA
AMAR NARENDRA GAI.A HUF
REKHA BHARAT MAMANIA
BHARAT THAKARSHI MAMANIA HUF
NARENDRA BHAVANJI GAlj HUF
BHARATHI NARENDRA GALA

93
 at 31 March 2021
Charac lr^l.l L.,
tP. ruE yedr % Change during the
)r. N9. Promoter name No. of shares % of total shares Year
AMAR NARENDRA GAI.A
285166.0C L7.82
SAMTA AMAR GAIA
50000.0c 3.72
NEHA MEHUL GAI.A
5000.00 0.sr
BHAMT THAKARSH I MAMAN IA
25000.00 1.56
NAREN DRA BHAVANJI GAI-A
10000.00 0.52
MEHUL NARENDRA GAIA
5000.00 0.31
MEHUL NARENDRA GAI.A HUF
5000.00 0.31
NEEL BHARAT MAMANIA
5000.00 0.31
AMAR NARENDRA GAI.A HUF
5000.00 0.31
REKHA BHARAT MAMANIA
50m.00 0.31
BHARAT THAIGRSHI MAMANIA HUF
5000.00 0.31
NARENDRA BHAVANJI GALA HUF
10000.00 o.62
BHARATHI NARENDRA GAI.A
20000.0c L.25

Total 435,165.00 27.20

12.5 Terfts and rights attached to equity shares

The company has only one class of Equity having a par value of Rs. 10 per share. Each
shareholder is eligible for one vote per share held. The
hofders of equity shares are entitled to dividends ,if any, proposed by the Board of Directors
and approved by shareholders at the Annual General
Meeting.

In the event of liquidation, the Equity shareholders are eligible to receive the remaining
assets of the company after distribution of all preferential
amounts, in proportion to their shareholding.

The Company has not allotted any shares pursuant to contracts without payment being
received in cash or as bonus shares nor has it bought back
any shares during the preceding period of five financial years.

13 Other eouitv

Particulars As at fuat
March 3L,2O22 March S1.,ZOZL
(a) Statutory Reserve pursuant to Section qS-lC ofthe nSl Act I934 46.01 46.01
(b) Securities Premium Account
542.O2 542.O2
(c) Retained Earnings
294.54 200.3s
Total 982.57 788.38

13.1 Nature of reserves

securities premium reserve: securities premium reserve is credited when shares are issued
at premium. lt can be used to issue bonus shares, to
provide for premium on redemption of redeemable preference shares or debentures,
write-off of expenses on issue of equity shares, etc.
Statutory reserye: lt has been created in terms of section 45-lc (1) of the Reserve Bank of India
Act, 1931 ("RBl Act,,) and the company transfers at
least20% of its net profits every year to this reserve before any dividend is declared.

Retained earnings: Retained earnings are the profits that the company has earned till date,
less any transfers to statutory reserye and dividends
paid to investors.

94
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96
 ENBEE TRADE ATID FINANCE UMTTED
Notes to Financial statement for year ended 31st Marcfr 2022

(Currency: INR in Lakhs)

Accounting dassification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, inctuding
their tevels in the fair
value hierarchy, are presented below. tt does not include the fair value information
for financial assets and
financial liabilities not measured at fair value if the carrying amount is a reasonable
approximation of fair

Loans
Other Financial assets
Cash and cash equivalents

Financial liabilities
Borrowings
Other fi nancial liabilities

For financial assets and financial liabilities that have a short-term maturity (less
than twelve months), the
carrying amounts, which are net of impairment, are a reasonable approximation of their
fair value. Such
instruments include: cash and balances, trade receivables, balances other than cash
and cash equivalents,
trade payables, loans, other deposits, other financial assets and other financial liabilities

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102
 Notes to Financial Statement for Ve
(Currency: INR in takhs)

company's policy is to maintain a strong capital base

so as to maintain investor, creditor and market
idence and to sustain future deveropment of the
business.
The company has raised money by way of issuing
Equity capitar. This instrumen! being Equrty
capitar do
not require repayments.

company conducts its business from own funds and

do not depend on borrowed funds.

103
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 ETIBEE TRADE AND FTNANCE UM|TED
lrot6 to Financial statement for year ended 3rst Mardr 2022

per fnd !-s24 - "Related party Disclosures', following

disclosure are made:

The disclosure of related party transactions is presented

on an aggregate basis for shareholders and companies
ventures and associates. In addition. there may be additionat
:::t::11*T::Tt_0,".T:jo'n.
significant transactions (balances and tumoverf with certain related parties.
discrosures of certain

Samta Amar Gala

Key Management personnel
MehulGala

nature and volume of transactions of the c.ompany with the

above related parties were as folbws:

46.50 30.00
21.90 L2.@
34.00 30.00

7.20 7.20
Balance outstanding attfre end of the year

Nature of transactions

Notes: 1' There were no guarantee given or security provided

during the year to the related parties.
at arm's lmgth basis.

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 EilBEE TR'TDE AIID FIlI'IilG UM|TED
ilotes to Financiirl statement for vear ended 3rst MaKt,
2ozr

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l'o.@tlmt4-rs dated loApdt 2015

of Credt impaired loans under lrS.AS - ttbne

of impairment loss atbwane fior low cr€dit risk loarc

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113
 MATERIAL DEVELOPMENTS

Except as stated in this Draft Letter of Offer and as disclosed below, to our knowledge, no circumstances have
arisen since December 31, 2022, 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:

• The Board of Directors of our Company in their meeting held on February 13, 2023 has approved an increase
in the authorized share capital of our Company from ₹ 2,00,00,000/- divided into 20,00,000 Equity Shares
of ₹ 10/- each to ₹ 34,00,00,000 divided into 3,40,00,000 Equity Shares of ₹ 10/- each, subject to the approval
of the Shareholders in the ensuing Extra Ordinary General Meeting scheduled to be held on March 22, 2023.

114
 ACCOUNTING RATIOS

Unless context requires otherwise, the following tables present certain accounting and other ratios derived from
the relevant Audited Financial Statements and Unaudited Financial Results, as applicable. For details see
“Financial Statements” on page 75 of this Draft Letter of Offer.
(₹ in lakhs)
Particulars For nine months For the year ended
period ended 31-03-2022 31-03-2021
December 31,
2022
Basic and Diluted Earnings Per Share (Rs.)
Basic Earnings Per Share (Basic EPS)
Net profit / (loss) after tax, attributable to equity 154.93 94.19 6.83
shareholders
Weighted average number of Equity Shares outstanding 16.0005 16.0005 16.0005
Basic EPS in Rs. 9.68 5.89 0.43
Face value in Rs. 10 10 10

Diluted Earnings Per Share (Diluted EPS)

Net profit / (loss) after tax, as attributable to equity 154.93 94.19 6.83
shareholders
Weighted average number of shares considered for 16.0005 16.0005 16.0005
calculating Diluted EPS
Diluted EPS in Rs. 9.68 5.89 0.43
Face value in Rs. 10 10 10

Net Asset Value Per Equity Share (Rs.)

Net Asset Value (Net-worth) 3654.49 2229.23 1011.32
Number of equity shares outstanding outstanding at the 16.0005 16.0005 16.0005
year end
Number of adjusted equity shares outstanding at the year 16.0005 16.0005 16.0005
end
Net Assets Value per equity share (Rs.) 228.39 139.32 63.21

Return on Net worth

Net Profit / (loss) after tax 154.93 94.19 6.83
Net worth 1159.05 996.57 902.38
Return on net worth 0.13 0.09 0.01

EBITDA
Profit / (loss) after tax (A) 154.93 94.19 6.83
Income tax expense (B) 45.98 36.30 2.63
Finance costs (C) 82.12 40.92 3.17
Depreciation and amortization expense (D) 3.49 4.40 4.43
EBITDA (A+B+C+D) 286.52 175.81 17.06

The ratios have been computed as per the following

formulae:

(i) Basic and Diluted Earnings per Share

Net Profit after tax, as attributable to equity shareholders
Weighted average number of equity shares outstanding during the year

(ii) Net Assets Value (NAV)

Net Asset Value, at the end of the year
Number of equity shares outstanding at the end of the year

115
 Particulars For nine months For the year ended
period ended 31-03-2022 31-03-2021
December 31,
2022

(iii) Return on Net worth (%)

Net Profit after tax, as attributable to equity share holders
Net worth (excluding revaluation reserve), at the end of the year

Net-worth (excluding revaluation reserve), means the aggregate value of the paid-up share capital (including shares pending
allotment) and securities premium account, after adding surplus in Statement of Profit and Loss.

(iv) EBITDA
Profit/(loss) after tax for the period adjusted for income tax, expense, finance costs, depreciation and amortization expense, as
presented in the standalone statement of profit and loss.

116
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with
the “Financial Information” beginning on page 75 of this Draft letter of Offer. Some of the information contained
in the following discussion, including information with respect to our plans and strategies, contain forward
looking statements that involve risks and uncertainties. You should also read “Risk Factors” and “Forward
Looking Statements” beginning on page 20 and 16, respectively, which discuss a number of factors and
contingencies that could affect our financial condition and results of operations.
Our actual results may differ materially from those expressed in or implied by these forward-looking statements.
Our Company’s Financial Year commences on April 1 and ends on March 31 of the following year, so all
references to a particular Financial Year or Fiscal are to the twelve months ended March 31 of that year.
In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Enbee Trade
& Finance Limited, our Company.

Unless otherwise indicated, financial information included herein are based on our Audited Financial Statements
for Fiscal 2022, Fiscal 2021 and Fiscal 2020 respectively and Unaudited Financial Results for the quarter ended
December 2022.

OVERVIEW OF OUR BUSINESS

We are a Non Deposit taking Non-Banking Financial Company (NBFC) registered with RBI to carry on the NBFC
activities under Section 45IA of the Reserve Bank of India Act, 1934 bearing Registration no. 13.00691 dated
April 20, 1998. As the Company has been granted NBFC License by RBI, the Company’s business model is
mainly centered on Loan activities i.e. granting of unsecured loans to body corporates and individuals. We need
financial resources to fuel the growing demand and to seize the opportunities presented by the market from time
to time. We have been in the business for the last 25 years. There are no holding as well as subsidiary company.
We work under the guidance of our Chairman and Managing Director, Amarr Narendra Galla, who has knowledge
in the field of financing activities and has been associated with our Company since 2015. He has been instrumental
in evolving our business operations, growth and future prospects.
Our standalone revenues from operations for Fiscals 2022, 2021 and 2020 were ₹ 363.71 lakhs, ₹ 195.39 lakhs
and ₹ 85.95 lakhs respectively. Our standalone EBITDA for the Fiscals 2022, 2021 and 2020 were ₹ 175.81 lakhs,
₹ 17.06 lakhs and ₹ (55.08) lakhs, respectively. Our standalone profit after tax for Fiscals 2022, 2021 and 2020
were ₹ 94.19 lakhs, ₹ 6.83 lakhs and ₹ (47.85) lakhs respectively.

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 entitled ‘Risk Factors’ on page 20 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:
• Any adverse changes in central or state government policies;
• Any adverse development that may affect our operations in Maharashtra;
• Any qualifications or other observations made by our statutory auditors which may affect our results of
operations;
• Loss of one or more of our key customers and/or suppliers;
• An increase in the productivity and overall efficiency of our competitors;
• Our ability to maintain and enhance our brand image;
• General economic and business conditions in the markets in which we operate and in the local, regional and
national economies;
• Changes in technology and our ability to manage any disruption or failure of our technology systems;
• Our ability to attract and retain qualified personnel;
• Changes in political and social conditions in India or in countries that we may enter, the monetary and interest
rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity
prices or other rates or prices;
• The performance of the financial markets in India and globally;
• Any adverse outcome in the legal proceedings in which we are involved;
• Occurrences of natural disasters or calamities affecting the areas in which we have operations;
• Market fluctuations and industry dynamics beyond our control;
• Our ability to compete effectively, particularly in new markets and businesses;

117
• Changes in foreign exchange rates or other rates or prices;
• Inability to collect our dues and receivables from, or invoice our unbilled services to, our customers, our results
of operations;
• Other factors beyond our control;
• Our ability to manage risks that arise from these factors;
• Conflict of interest with our Individual Promoter, Promoter Group and other related parties;
• Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry;
• Termination of customer contracts without cause and with little or no notice or penalty; and
• Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or
noncompliance with and changes in, safety, health and environmental laws and other applicable regulations,
may adversely affect our business, financial condition, results of operations and prospects.

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 75.

CHANGE IN ACCOUNTING POLICIES IN PREVIOUS 3 YEARS

Except as mentioned in chapter “Financial Information” on page 75, there has been no change in accounting
policies in last 3 years.

RESERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS

The Auditor has not given any reservation, qualification and adverse remarks on the financial statements of the
Company. For details, see section titled “Financial Information” on page 75 of this Draft Letter of Offer.

Principal components of our statement of profit and loss account Revenue

The following descriptions set forth information with respect to the key components of the Standalone Financial
Statements.

Total income

Our revenue comprises of:

Revenue from operations

Our revenue from operations is predominantly from interest receipts from loans.

Other Income

Other income comprises of Finance Income - Lease Deposit.

Expenses

Our expenses primarily comprise of Finance Cost, Impairment of Financial Instrument, Employee Benefits
Expense, Depreciation and amortization and other expenses.

Finance Cost

Finance cost comprises of Interest and Finance Cost on Leases.

Employee Benefits Expense

Employee benefit expense consists of salaries and wages.

Depreciation and amortization

Depreciation and amortization expense comprises of depreciation/amortization on property, plant and equipment
and intangible assets.

118
Other expenses

Other expenses comprises of Auditors Remuneration, Electricity Expenses, Legal and Professional Fees, Printing
and Stationery, Rates and Taxes and License Fees, Renewal Fees, ROC Expenses, Penalties, Other Miscellaneous
Expenditure.

Tax expenses

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 asset 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 as at the relevant balance
sheet date.

Results of our Operations

The following table sets forth, for the periods indicated, certain items from our financial statements, in each case
also stated as a percentage of our total income:
(₹ in lakhs)
Particular 2022 Percentage 2021 Percentage 2020 Percentage of
of total of total total income
income income
(%) (%) (%)
INCOME

Revenue from Operations 0.00 0.00% 0.00 0.00% 0.00 0.00%

Interest Income 363.71 99.93% 195.39 99.88% 85.95 99.63%
Other Income 0.27 0.07% 0.23 0.12% 0.32 0.37%
Total Income (A) 363.98 100.00% 195.62 100.00% 86.27 100.00%
EXPENDITURE
Finance costs 40.92 11.24% 3.17 1.62% 2.74 3.18%
Impairment of Financial (58.42) (16.05%) 70.28 35.93% 67.52 78.27%
Instrument (ECL)
Employee benefit expenses 177.77 48.84% 92.48 47.28% 59.76 69.27%
Depreciation and amortisation 4.40 1.21% 4.43 2.26% 4.94 5.73%
expense
Other Expenses 68.82 18.91% 15.80 8.08% 14.07 16.31%
Total Expenses (B) 233.49 64.15% 186.16 95.16% 149.03 172.75%
Profit before tax 130.49 35.85% 9.46 4.84% (62.76) (72.75%)
Tax expense :
(i) Current tax 36.69 10.08% 20.00 10.22% 2.72 3.15%
(ii) Deferred tax (0.39) (0.11%) (17.37) (8.88%) (17.63) (20.44%)
Total Tax Expense 36.30 9.97% 2.63 1.34% (14.91) (17.28%)
Profit for the year 94.19 25.88% 6.83 3.49% (47.85) (55.47%)
Other Comprehensive Income
Items that will not be 0.00 0.00% 0.00 0.00% 0.00 0.00%
reclassified to profit or loss
Items that will be reclassified to 0.00 0.00% 0.00 0.00% 0.00 0.00%
profit or loss
Other comprehensive income 0.00 0.00% 0.00 0.00% 0.00 0.00%
for the year, net of tax
Total comprehensive income 25.88% 6.83 3.49% (47.85) (55.47%)
for the year 94.19

Comparison of Historical Results of Operations

Fiscal 2022 compared to Fiscal 2021

Total Income

119
Our total revenue for Fiscal 2022 was ₹ 363.98 lakhs as compared to ₹ 195.62 lakhs for the Fiscal 2021,
representing an increase of 86.06%. The increase in total revenue was primarily due to increase in our Interest
Income on Loans.

Total revenue comprises of:

Revenue

Revenue from operations from interest income

Our revenue from operations from interest income for the Fiscal 2022 was ₹ 363.71 lakhs as compared to ₹ 195.39
lakhs for the Fiscal 2021, representing an increase of 86.15%. The increase in revenue was primarily due to
increase in our Interest Income on Loans.

Other income

Our other income for the Fiscal 2022 was ₹ 0.27 lakhs as compared to ₹ 0.23 lakhs for the Fiscal 2021,
representing an increase of 17.39%. The increase in other income was primarily due to Finance Income of Lease
Deposit.

Expenditure

Our total expenditure for the Fiscal 2022 was ₹ 233.49 lakhs as compared to ₹ 186.16 lakhs for the Fiscal 2021,
representing an increase of 25.42%.

Finance Cost

Finance cost for the Fiscal 2022 was ₹ 40.92 Lakhs as compared to ₹ 3.17 Lakhs for the Fiscal 2021
representing an increase of 1190.85%.

The interest expense increased by ₹ 37.29 lakhs in the Fiscal 2022. The increase is due to increase in loans and
borrowings. Further, the Finance Cost on Leases increased by ₹ 3.63 lakhs in the Fiscal 2022 compared to ₹ 3.17
lakhs in the Fiscal 2022 representing an increase of 14.51%

Impairment of Financial Instrument

Impairment of Financial Instrument for the Fiscal 2022 was ₹ (58.42) Lakhs as compared to ₹ 70.28 Lakhs for the
Fiscal 2021 representing a decrease of (183.12%) due to reduction of probability Expected Credit Loss under IND
AS.

Employee Benefits Expense

Our employee benefit expenses for the Fiscal 2022 was ₹ 177.77 lakhs as compared to ₹ 92.48 lakhs for the Fiscal
2021, representing an increase of 92.23%. The increase in Employee Benefits Expense was primarily due to
increase in salaries and wages.

Depreciation and amortization

Our depreciation and amortization expenses for the Fiscal 2022 was ₹ 4.40 lakhs as compared to ₹ 4.43 lakhs for
the Fiscal 2021, representing a decrease of 0.68%. The decrease is due to depreciation is on WDV method, which
reduces every year as WDV cost reduces. Since there has been no addition in assets, depreciation has not
increased.

Other expenses

Our other expenses for the Fiscal 2022 was ₹ 68.82 lakhs as compared to ₹ 15.80 lakhs for the Fiscal 2021,
representing an increase of 335.57%. The increase is primarily due to the increase Legal & Professional Fees,
Rates & Taxes and License Fees, ROC Expenses and Penalties.

Profit/Loss before Tax

120
The profit/(loss) before tax for the Fiscal 2022 was ₹ 130.49 lakhs as compared to ₹ 9.46 lakhs for the Fiscal 2021,
representing an increase of 1279.39%. The increase in profit/(loss) before tax was due to the Interest Income.

Taxation

Total tax expense for the Fiscal 2022 ₹ 36.30 lakhs as compared to ₹ 2.63 lakhs for the Fiscal 2021, representing
an increase of 1280.29%. The increase is due to increase in net income.

Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year on a basis for the Fiscal 2022 of ₹ 94.19
lakhs as compared to ₹ 6.83 lakhs for the Fiscal 2021, representing an increase of 1279.06%.

Fiscal 2021 compared to Fiscal 2020

Total Income

Our total revenue for Fiscal 2021 was ₹ 195.62 lakhs as compared to ₹ 86.27 lakhs for the Fiscal 2020, representing
an increase of 126.75%. The increase in total revenue was primarily due to Interest Income on Loans.

Total revenue comprises of:

Revenue

Revenue from operations from interest income

Our revenue from operations from interest income for the Fiscal 2021 was ₹ 195.39 Lakhs as compared to ₹ 85.95
Lakhs for the Fiscal 2020, representing an increase of 127.33%.The increase is primarily due to increase in Interest
Income.

Other income

Our other income for the Fiscal 2021 was ₹ 0.23 lakhs as compared to ₹ 0.32 lakhs for the Fiscal 2020,
representing a decrease of (28.13%). The decrease in other income was primarily due to interest on Income Tax
Refund which was appearing in the year 2020.

Expenditure

Our total expenditure for the Fiscal 2021 was ₹ 186.16 lakhs as compared to ₹ 149.03 lakhs for the Fiscal 2020,
representing an increase of 24.91%.

Finance Cost

Finance cost for the Fiscal 2021 was ₹ 3.17 Lakhs as compared to ₹ 2.74 Lakhs for the Fiscal 2020
representing an increase of 15.69%.

Impairment of Financial Instrument

Impairment of Financial Instrument cost for the Fiscal 2021 was ₹ 70.28 lakhs as compared to ₹ 67.52 lakhs for
the Fiscal 2020 representing an increase of 4.09%.

Employee Benefits Expense

Our employee benefit expenses for the Fiscal 2021 was ₹ 92.48 lakhs as compared to ₹ 59.76 lakhs for the Fiscal
2020, representing an increase of 54.75%. The increase in Employee Benefits Expense was primarily due to
increase in salaries and wages.

Depreciation and amortization

121
Our depreciation and amortization expenses for the Fiscal 2021 was ₹ 4.43 Lakhs as compared to ₹ 4.94 Lakhs
for the Fiscal 2020, representing a decrease of (10.32%). The decrease is due to depreciation is on WDV method,
which reduces every year as WDV cost reduces. Since there has been no addition in assets, depreciation has not
increased.

Other expenses

Our other expenses for the Fiscal 2021 was ₹ 15.80 lakhs as compared to ₹ 14.07 lakhs for the Fiscal 2020,
representing an increase of 12.30%. The increase was primarily due to the increase in Legal and Professional Fees,
Rates and Taxes and License Fees, ROC Expenses, Penalties and Other Miscellaneous Expenditure.

Profit/Loss before Tax

The profit/(loss) before tax for the Fiscal 2021 of ₹ 9.46 Lakhs as compared to ₹ (62.76) Lakhs for the Fiscal
2020, representing an increase of 115.07%. The increase in profit before tax was due to increase in interest income
on loans.

Taxation

Total tax expense for the Fiscal 2021 ₹ 2.63 Lakhs as compared to ₹ (14.91) Lakhs for the Fiscal 2020,
representing an increase of 117.64%.

Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year on a basis for the Fiscal 2021 of ₹ 6.83
Lakhs as compared to a Loss of ₹ (47.85) Lakhs for the Fiscal 2020, representing an increase of 114.27%.

Nine month ended December 31, 2022 compared with Nine month ended December 31, 2021

(₹ in lakhs)
Particulars Nine months ended December Nine months ended December
31, 2022 31, 2021
(Standalone) (Standalone)
Amount Percentage of Amount Percentage of Total
Total Revenue (%) Revenue (%)
Revenue from Operations
Interest Income 551.08 100.00 232.41 100.00
Finance Income 0 0.00 0 0.00
Other Income 0 0.00 0 0.00
Total Revenue (A) 551.08 100.00 232.41 100.00
EXPENSES
Finance costs 82.12 14.90 10.50 4.52
Impairment of Financial Instrument (ECL) 89.82 16.30 0 0.00
Employee benefit expenses 160.00 29.03 127.20 54.73
Depreciation, Amortisation, Impairment 3.49 0.63 0.01 0.00
Other Expenses 14.74 2.67 23.93 10.30
Total Expenses (B) 350.17 63.54 161.64 69.55
Profit before tax 200.91 36.46 70.77 30.45
Tax expense :
(i) Current tax 46.11 8.37 30.28 13.03
(ii) Deferred tax (0.13) (0.02) (0.02) (0.01)
Total Tax Expense 45.98 8.34 30.26 13.02
Profit for the year 154.93 28.11 40.51 17.43
Other Comprehensive Income
Other comprehensive income for the year, 0 0.00 0 0.00
net of tax
Total comprehensive income for the year 154.93 28.11 40.51 17.43

Total Revenue

122
Our total revenue for Nine months ended December 31, 2022 was ₹ 551.08 lakhs as compared to ₹ 232.41 lakhs
for the Nine months ended December 31, 2021, representing an increase of 137.11 %. The increase in total revenue
was primarily due to increase in interest income.

Total revenue comprises of:

Revenue

Revenue from operations from interest income

Our revenue from operations from interest income for the Nine months ended December 31, 2022 was ₹ 551.08
lakhs as compared to ₹ 232.41 lakhs for the Nine months ended December 31, 2021, representing an increase of
137.11 %. This is primarily due to increase in interest income.

Other income

Our other income for the Nine month ended December 31, 2022 and for December 31, 2021 is NIL.

Expenditure

Our total expenditure for the Nine months ended December 31, 2022 was ₹ 350.17 lakhs as compared to ₹ 161.64
lakhs for the Nine months ended December 31, 2021, representing an increase of 116.63%.

Finance Cost

Finance cost for the Nine months ended December 31, 2022 was ₹ 82.12 lakhs as compared to ₹ 10.50 lakhs
for the Nine months ended December 31, 2021 representing an increase of 682.09%. The increase in Finance
cost is primarily due to increase in loans and borrowings resulting in increase in interest expense.

Impairment of Financial Instrument

Impairment of Financial Instrument for the Nine months ended December 31, 2022 was ₹ 89.82 lakhs as compared
to ₹ Nil for the Nine months ended December 31, 2021.

Employee Benefits Expense

Our employee benefit expenses for the Nine months ended December 31, 2022 was ₹ 160.00 lakhs as compared
to ₹ 127.20 lakhs for the Nine months ended December 31, 2021, representing an increase of 25.78%. The increase
in Employee Benefits Expense was primarily due to increase in yearly salary increment of employees and
Directors.

Depreciation and amortization

Our depreciation and amortization expenses for the Nine months ended December 31, 2022 was ₹ 3.49 lakhs as
compared to ₹ 0.01 lakhs for the Nine months ended December 31, 2021, representing an increase of 34,800%.
The increase is due to the depreciation is on WDV method, which reduces every year as WDV cost reduces. Since
there has been no addition in assets, depreciation has not increased.

Other expenses

Our other expenses for the Nine months ended December 31, 2022 was ₹ 14.74 lakhs as compared to ₹ 23.93
lakhs for the Nine months ended December 31, 2021, representing a decrease of 38.40%. The decrease is primarily
due to certain expenditure like professional fees and listing fees not accrued till date.

Profit/Loss before Tax

The profit before tax for the Nine months ended December 31, 2022 is ₹ 200.91 lakhs as compared to ₹ 70.77
lakhs for the Nine months ended December 31, 2021, representing an increase of 183.89%. The increase in profit
before tax is due to increase in interest income which is result of increase in loans and Advances given.

Taxation

123
Total tax expense for the Nine month ended December 31, 2022 ₹ 45.98 lakhs as compared to ₹ 30.26 lakhs for
the Nine months ended December 31, 2021, representing an increase of 51.94 %. The increase was due to increase
in net income.

Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year on a basis for the Nine months ended
December 31, 2022 of ₹ 154.93 lakhs as compared to ₹ 40.51 lakhs for the Nine months ended December 31,
2021, representing an increase of 282.44%. The increase was due to increase in Interest income and reduction of
certain expenditures.

CASH FLOWS

The following table sets forth certain information relating to our cash flows with respect to operating activities,
investing activities and financing activities for the periods indicated:
(in ₹ lakhs)
Particulars Fiscal 2022 Fiscal 2021 Fiscal 2020

Net (loss) / profit before tax 130.49 9.46 (62.76)

Net cash from/ (used in) operating activities (1,202.08) 1.74 11.95
Net cash from/ (used in) investing activities (0.01) (0.02) (12.69)
Net cash from financing activities 1,085.30 0.00 0.00
Net increase/ (decrease) in cash and cash 0.87 1.72 (0.74)
equivalents
Cash and cash equivalents at the beginning of the 3.49 1.77 2.50
year/period
Cash and cash equivalents at year/period end 4.36 3.49 1.77

Operating activities

Operating activities comprise of profit/(loss) for the year before interest, depreciation and finance charges,
changes in working capital and further adjustment of non-cash items.

Net cash used in operating activities for the period ended March 31, 2022 was ₹ (1,202.08) lakhs as compared to
the Net Profit before tax of ₹ 130.49 lakhs for the same period. This difference is primarily due to adjustment for
decrease trade receivable, decrease in Loans and Advances and Increase in Current Liabilities.

Net cash generated from operating activities for the period ended March 31, 2021 was ₹ 1.74 lakhs as compared
to the Net Profit before tax of ₹ 9.46 lakhs for the same period. This difference is primarily due to adjustment for
decrease trade receivable, decrease in Loans and Advances and Increase in Current Liabilities.

Net cash generated from operating activities for the period ended March 31, 2020 was ₹ 11.95 Lakhs as compared
to the Net Loss before tax of ₹ (62.76) Lakhs for the same period. This difference is primarily due to decrease in
Loans and Advances and Increase in Current Liabilities.

Investing activities

Investing activities comprises of purchase of fixed assets/ Recognition of ROU Asset.

Net cash used in investing activities for period ended March 31, 2022 was ₹ (0.01) Lakhs. This was
predominantly on account of Purchase of Fixed assets/Recognition of ROU Assets.

Net cash used in investing activities for period ended March 31, 2021 was ₹ (0.02) Lakhs. This was mainly on
account of Purchase of Fixed assets/Recognition of ROU Assets.

Net cash used in investing activities for period ended March 31, 2020 was ₹ (12.69) Lakhs. This was mainly on
account of Purchase of Fixed assets/Recognition of ROU Assets.

Financing activities

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Financing activities comprises of Cash Flow from borrowings & other Financial Liabilities.

Net cash generated from financing activities for period ended March 31, 2022 was ₹ 1,085.30 Lakhs. This
was on predominantly account of Cash flow from borrowings and other Financial Liabilities.

Net cash used or generated from in financing activities for period ended March 31, 2021 was Nil.

Net cash used in or generated from financing activities for period ended March 31, 2020 was Nil.

Contingent Liabilities

The Company does not have any contingent liabilities or other commitments as on the balance sheet date.

Off-Balance Sheet Arrangements

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.

Qualitative Disclosure about Market Risk

Market risk is the risk of loss related to adverse changes in the market prices, including interest rate risk, foreign
exchange risk, credit risk and inflation risk. Our principal market risks are equity price risk, foreign exchange risk,
interest rate risk and credit risk.

Total Debt

For details of our borrowings, please see section titled “Financial Information” on page 75 of this Draft Letter of
Offer.

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” beginning on pages 20 and 117, respectively, 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. 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 20.

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.

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” beginning on pages 20 and 117, respectively, and

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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 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 like customer relationship management, active price negotiations and effective machine
availability, we are able to stay competitive. For further details, kindly refer the chapter titled “Our Business”
beginning on page 70.

Total Turnover of Each Major Business Segment

We currently operate in one business segment i.e. Financial Services Industry.

New Product or Business Segment

Except as disclosed in “Our Business” on page 70, 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, particularly in sections “Risk Factors” on page 20, to our
knowledge, there is no significant dependence on a single or few customers or suppliers.

Related party transactions

The details of Related Party Transactions for financial year 2021-22, 2021-20 and 2019-20 on standalone basis,
please see the “Related Party Disclosure” in section titled “Financial Information” at page 75 of this Draft Letter
of Offer.

Significant Developments since last balance sheet date

Except as disclosed above and in this Draft Letter of Offer, including under “Our Business” and “Risk Factors”
on pages 70 and 20 respectively, to our knowledge no circumstances have arisen since December 31, 2022, 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.

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 SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND DEFAULTS

Our Company is involved in certain legal proceedings from time to time, which are primarily in the nature of tax
disputes, criminal complaints, civil suits, and petitions pending before various authorities. Except as disclosed
below, there is no outstanding litigation with respect to (i) issues of moral turpitude or criminal liability on the
part of our Company; (ii) material violations of statutory regulations by our Company; (iii) economic offences
where proceedings have been initiated against our Company; (iv) any pending matters, which if they result in an
adverse outcome, would materially and adversely affect our operations or our financial position; and (v) other
litigation involving our Company, including civil or tax litigation proceedings, which involves an amount in excess
of the Materiality Threshold (as defined below) or is otherwise material in terms of the Materiality Policy.

For the purpose of (v) above, as per the materiality policy in accordance with our Company’s ‘Policy on
determination of materiality of events’ framed in accordance with Regulation 30 of the SEBI Listing Regulations,
the materiality threshold considered is ₹ 103.74 lakhs (being 10% of Net Worth for Fiscal 2022) or above; and
(ii) any other litigation involving our Company which may be considered material by our Company for the
purposes of disclosure in this section of this Draft Letter of Offer (“Materiality Threshold”).

Litigations involving our Company

Proceedings involving issues of moral turpitude or criminal liability on the part of our Company

Nil

Proceedings involving material violations of statutory regulations by our Company

a) An order dated August 31, 2018 was passed by the Adjudicating Officer (“AO”) of the Securitas and Exchange
Board of India (“SEBI”) imposing a penalty of ₹ 1.00 lakh, each, on our Company, our Promoter, Amarr
Narendra Galla, our Whole-time Director, Ssamta Amar Gaala and members forming part of our Promoter
Group, namely, Bharathi N. Gala and Bharat T Mamania. The penalty was imposed on our Promoter, Whole-
time Director and members forming part of our Promoter Group, on account of failing to comply with Regulation
7(1)(b) of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and on our Company, for failing
to comply with Regulation 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. Our
Company, our Promoter, Whole-time Director and members forming part of our Promoter Group paid the
aforementioned penalty on October 11, 2018.

b) Our Company failed to comply with certain provisions of SEBI Listing Regulations and therefore the following
fines were imposed by BSE Limited on our Company:

(in ₹)
S. No. Particulars of non-compliance Amount of fine imposed Date of payment of fine
1. Failure to appoint a company secretary and 70,800 May 21, 2021
compliance officer during the quarter ended
September 30, 2020 under the SEBI Listing
Regulations
2. Failure to submit financial results for the quarter The fine imposed on our -
ended March 31, 2020 under Regulation 33 of the Company was waiver
SEBI Listing Regulations^ pursuant to an email dated
January 25, 2021 received
from BSE. The waiver was
granted in view of the
COVID-19 pandemic.

Economic offences where proceedings have been initiated against our Company

Nil
Other proceedings involving our Company which involve an amount exceeding the Materiality Threshold or
are otherwise material in terms of the Materiality Policy, and other pending matters which, if they result in an
adverse outcome would materially and adversely affect the operations or the financial position of our Company
Nil

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 GOVERNMENT AND OTHER STATUTORY APPROVALS

Our Company has obtained necessary consents, licenses, permissions and approvals from governmental and
regulatory authorities that are material for carrying on our present business activities. Some of the approvals and
licenses that our Company requires for our business operations may expire in the ordinary course of business, and
our Company will apply for the renewal from time to time.

We are not required to obtain any licenses or approvals from any government or regulatory authority for the
objects of this Issue. For further details, please refer to the chapter titled “Objects of the Issue” at page 48 of this
Draft Letter of Offer.

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Board of Directors in its meeting dated January 12, 2023 read with resolution passed by our Board on
December 24, 2021 has authorised this Issue under Section 62(1) (a) of the Companies Act, 2013.

Our Board of Directors has, at its meeting held on [●], determined the Issue Price as ₹ [●] per Rights Equity Share
in consultation with the Lead Manager, and the Rights Entitlement as [●] ([●]) Rights Equity Share for every [●]
([●]) Equity Shares held on the Record Date i.e., [●]

Our Company has received ‘in-principle’ approvals for listing of the Rights Equity Shares to be Allotted pursuant
to Regulation 28 of SEBI Listing Regulations, vide letter dated [●] issued by BSE for listing of the Rights Equity
Shares to be Allotted pursuant to the Issue. Our Company will also make application to BSE to obtain their trading
approvals 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 Eligible Equity Shareholders of our Company. For details, see “Terms of the Issue” on page 135
of this Draft Letter of Offer.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Promoter, our Directors, the members of our Promoter Group and persons in control of our
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 Promoter 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 Economic Offenders Act, 2018 (17 of 2018).

Prohibition by RBI

Neither our Company, nor our Promoter, and Directors have been categorized or identified as wilful defaulters or
fraudulent borrowers 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 Promoter 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 Companies Act, 1956. The Equity Shares of our Company
are presently listed on BSE. We are eligible to undertake the Issue in terms of Chapter III of the SEBI ICDR
Regulations. Further, our Company is undertaking this Issue in compliance with Part B of Schedule VI to the
SEBI ICDR Regulations.

Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations

Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR
Regulations, to the extent applicable. Further, in relation to compliance with Regulation 62(1)(a) of the SEBI

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ICDR Regulations, our Company undertakes to make an application to the Stock Exchange for listing of the Rights
Equity Shares to be issued pursuant to the Issue. BSE is the Designated Stock Exchange for the Issue.

Compliance with Part B of Schedule VI of the SEBI ICDR Regulations

Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of SEBI
ICDR Regulations as explained below:

1. Our Company has been filing periodic reports, statements and information in compliance with the SEBI
Listing Regulations, as applicable for the last one year immediately preceding the date of filing of this Draft
Letter of Offer with the Designated Stock Exchange;
2. The reports, statements and information referred to above are available on the website of BSE; and
3. Our Company has an investor grievance-handling mechanism which includes meeting of the Stakeholders’
Relationship Committee at frequent intervals, 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 given that the conditions specified in Clause (3) of Part B of Schedule VI of SEBI ICDR
Regulations are not applicable to our Company, the disclosures in this Draft Letter of Offer are in terms of Clause
(4) of Part B of Schedule VI of the 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 issue is
up to ₹ 4,800 lakhs. The present Issue being of less than ₹ 5,000 lakhs, our Company is in compliance with first
proviso to Regulation 3 of the SEBI ICDR Regulations and our Company shall file the copy of the Letter of Offer
prepared in accordance with the SEBI ICDR Regulations with SEBI for information and dissemination on the
website of SEBI i.e. www.sebi.gov.in.

Disclaimer from our Company, our Directors and the LM

Our Company, our Directors and the Lead Manager 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 at our Company’s instance
and anyone placing reliance on any other source of information, including our Company’s website
www.enbeetrade.com or the respective websites of our Promoter Group or an affiliate of our Company would be
doing so at his or her own risk.

All information shall be made available by our Company and the Lead Manager 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 road show 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, the Lead Manager and their respective
directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares.

No information which is extraneous to the information disclosed in this Draft Letter of Offer or otherwise shall
be given by our Company or any member of the Issue management team or the syndicate to any particular section
of investors or to any research analyst in any manner whatsoever, including at road shows, presentations, in
research or sales reports or at bidding centers.

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

130
circumstances and in the applicable jurisdictions. Unless otherwise specified, the information contained in this
Draft 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 Maharashtra, India only.

Disclaimer Clause of BSE

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

Designated Stock Exchange

The Designated Stock Exchange for the purposes of the Issue is BSE.

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.

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 (“Issue Materials”) 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 this 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 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 Draft 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 Draft 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.

131
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 of any time subsequent to this date or the date
of such information. Each person who exercises Rights Entitlements and subscribes for Equity Shares, or who
purchases Rights Entitlements or Equity Shares shall do so in accordance with the restrictions set out below.

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 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 FOR
SALE 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 ANY TIME.

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 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
in compliance with Regulations under the Securities Act and the applicable laws of the jurisdictions where those
offers and sales are made.

NO OFFER IN ANY JURISDICTION OUTSIDE INDIA

NO OFFER OR INVITATION TO PURCHASE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES

IS BEING MADE IN ANY JURISDICTION OUTSIDE OF INDIA, INCLUDING, BUT NOT LIMITED TO
AUSTRALIA, BAHRAIN, CANADA, THE EUROPEAN ECONOMIC AREA, GHANA, HONG KONG,
INDONESIA, JAPAN, KENYA, KUWAIT, MALAYSIA, NEW ZEALAND, SULTANATE OF OMAN,
PEOPLE'S REPUBLIC OF CHINA, QATAR, SINGAPORE, SOUTH AFRICA, 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

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RIGHTS ENTITLEMENT FOR SALE IN ANY JURISDICTION OUTSIDE INDIA OR AS A SOLICIATION
THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THIS DRAFT
LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER
JURISDICTION AT ANY TIME.

Consents

Consents in writing of: our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, the
Lead Manager, legal advisor, the Registrar to the Issue and the Bankers 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.
*To be obtained prior to filing of the Letter of Offer

Our Company has received written consent dated February 28, 2023 from the Statutory Auditors 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 the extent and in its
capacity as an independent Statutory Auditor and in respect of its (i) report dated May 30, 2022 on our Audited
Financial Statements for the financial year ended March 31, 2022; (ii) limited review report dated February 7,
2023 on the unaudited financial statements for the nine month period ended December 31, 2022; and (iii) statement
of tax benefits dated February 28, 2023 in this Draft Letter of Offer and such consent has not been withdrawn as
on the date of this Draft Letter of Offer.

Expert Opinion

Our Company has received written consent dated February 28, 2023 from the Statutory Auditors 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 the extent and in its
capacity as an independent Statutory Auditor and in respect of its (i) report dated May 30, 2022 on our Audited
Financial Statements for the financial year ended March 31, 2022; (ii) limited review report dated February 7,
2023 on the unaudited financial statements for the nine month period ended December 31, 2022; and (iii) statement
of tax benefits dated February 28, 2023 in this Draft Letter of Offer and such consent has not been withdrawn as
on the date of this Draft Letter of Offer. The term ‘expert’ and consent thereof, does not represent an expert or
consent within the meaning under the U.S. Securities Act.

Except for the abovementioned documents, our Company has not obtained any expert opinions.

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 Draft Letter of Offer with SEBI for rights issues has been increased. The threshold of the
rights issue size under Regulation 3 (b) of the SEBI ICDR Regulations 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 will be filed
with BSE Limited 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.

Mechanism for Redressal of Investor Grievances

Our Company has adequate arrangements for redressal of investor grievances in compliance with the SEBI Listing
Regulations. 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. Adroit Corporate Services Private Limited is our Registrar and
Share Transfer Agent and 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. We have appointed Cameo
Corporate Services Limited as the Registrar to the Issue and all investor grievances which shall be received by us
with respect to this Issue shall be handled by the said Registrar and Share Transfer Agent in consultation with the
Company Secretary and Compliance Officer.

133
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,
giving full details such as name, address of the Applicant, contact number(s), e mail address of the sole/ first
holder, folio number or demat account number, number of Rights Equity Shares applied for, amount blocked,
ASBA Account number and the Designated Branch of the SCSBs where the Application Form or the plain paper
application, as the case may be, was submitted by the Investors along with a photocopy of the acknowledgement
slip. For details on the ASBA process, see “Terms of the Issue” beginning at page 135 of this Draft Letter of Offer.

The contact details of our Registrar to the Issue and our Company Secretary are as follows:

Registrar to the Issue

Cameo Corporate Services Limited
Subramanian Building, No. 01,
Club House Road, Chennai- 600 002,
Tamil Nadu, India.
Telephone: +91- 44 – 4002 0700
Facsimile: N.A.
E-mail: priya@cameoindia.com
Website: www.cameoindia.com
Investor Grievance e-mail: investor@cameoindia.com
Contact Person: K. Sreepriya
SEBI Registration No.: INR000003753

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.

Ruchika Kabra, Company Secretary and Compliance Officer of our Company. Her contact details are set forth
hereunder.

Address: B4 /C5, Gods Gift Chs Ltd,

N M Joshi Marg, Lower Parel,
Mumbai – 400 013, Maharashtra, India
Telephone: +91 22 7969 2512
E-mail: enbeetrade@gmail.com

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 SECTION VII – ISSUE INFORMATION

TERMS OF THE ISSUE

This Section applies to all Investors. ASBA Investors should note that the ASBA process involves procedures that
may be different from that applicable to other Investors and should carefully read the provisions applicable to
such Applications, in the Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights
Entitlement Letter, before submitting an Application Form. Our Company and the Lead Manager are not liable
for any amendments, modifications or changes in applicable law which may occur after the date of the Letter of
Offer. Investors who are eligible to apply under the ASBA process are advised to make their independent
investigations and to ensure that the Application Form and the Rights Entitlement Letter is correctly filled up.

Please note that in accordance with the provisions of the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13
dated January 22, 2020 (“SEBI – Rights Issue Circular”), all investors (including renouncee) shall make an
application for a rights issue only through ASBA facility. 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, including the Application Form and the Rights Entitlement Letter, the MOA and AOA
of our Company, the provisions of the Companies Act, the terms and conditions as may be incorporated in the
FEMA, applicable guidelines and regulations issued by SEBI or other statutory authorities and bodies from time
to time, the SEBI Listing Regulations, terms and conditions as stipulated in the allotment advice or security
certificate and rules as may be applicable and introduced from time to time.

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, the
provisions of Companies Act, 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:

1) Dispatch and availability of Issue materials:

In accordance with the SEBI ICDR Regulations, SEBI Rights Issue Circular, our Company will send the Abridged
Letter of Offer, the Rights Entitlement Letter, Application Form and other issue material, through email to the
email addresses or physical delivery through registered post/speed post to all the Eligible Equity Shareholders
who have provided their Indian addresses to our Company. The Letter of Offer will be provided, only through
email or physical delivery through registered post/ speed post, by the Registrar on behalf of our Company to the
Eligible Equity Shareholders who have provided their Indian addresses to our Company. 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.enbeetrade.com;

b) the Registrar to the Issue at https://rights.cameoindia.com/enbee
c) the Lead Manager at www.saffronadvisor.com; and
d) 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 to the issue at (i.e., https://rights.cameoindia.com/enbee) by entering their DP ID and Client ID or Folio
Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same
shall also be available on the website of our Company (i.e., www.enbeetrade.com).

Our Company, Lead Manager 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. Resident Eligible 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

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 entering their Folio Number.

2) Facilities for Application in this Issue:

In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI circular, bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 and SEBI circular
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular CIR/CFD/DIL/1/2011 dated April
29, 2011, the SEBI circular, bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22,
2020 (Collectively hereafter referred to as “ASBA Circulars”), all Investors desiring to make an Application in
this Issue are mandatorily required to use either the ASBA process. Investors should carefully read the provisions
applicable to such Applications before making their Application through ASBA. For details, see “Procedure for
Application through the ASBA Process” on page 143 of the Draft Letter of Offer.

3) Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders:

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
Resident Eligible Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense
escrow account (namely, “Enbee Trade & Finance Limited”) opened by our Company, for the Resident Eligible
Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity shares held by Eligible
Equity shareholders in physical mode on record date (b) Equity Shares held in a demat suspense account pursuant
to Regulation 39 of the SEBI Listing Regulations; or (c) Equity Shares held in the account of IEPF authority; or
(d) the demat accounts of the Resident Eligible Equity Shareholder which are frozen or details of which are
unavailable with our Company or with the Registrar on the Record Date; or (e) credit of the Rights Entitlements
returned/reversed/failed; or (f) the ownership of the Equity Shares currently under dispute, including any court
proceedings.

Resident Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date i.e. [●], [●]
are requested to provide relevant details (such as copies of self-attested PAN and details of address proof by way
of uploading on Registrar website the records confirming the legal and beneficial ownership of their respective
Equity Shares) not later than two Working Days prior to the Issue Closing Date i.e. [●], [●] in order to be eligible
to apply for this Issue. Such Resident Eligible Equity Shareholders are also requested to ensure that their demat
account, details of which have been provided to the Company or the Registrar account is active to facilitate the
aforementioned transfer.

In accordance with the SEBI Rights Issue Circular, the Resident Eligible Equity Shareholders, who hold Equity
Shares in physical form as on 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 i.e. [●], [●], shall not be
eligible to make an Application for Rights Equity Shares against their Rights Entitlements with respect to the
equity shares held in physical form.

4) Application by Resident 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 Circular, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in dematerialised
form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date
and desirous of subscribing to Equity Shares in this Issue are advised to furnish the details of their demat account
to the Registrar or our Company at least two 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.

Such resident Eligible Equity Shareholders must check the procedure for Application by and credit of Rights
Equity Shares in “Procedure for Application by Resident Eligible Equity Shareholders holding Equity Shares in
physical form” on page 149.

5) Application for Additional Equity Shares

Investors are eligible to apply for additional 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 Equity
Shares forming part of their Rights Entitlements without renouncing them in whole or in part. Where the number
of additional Equity Shares applied for exceeds the number available for Allotment, the Allotment would be made

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 as per the Basis of Allotment finalised in consultation with the Designated Stock Exchange. Applications for
additional 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 “Basis of Allotment” beginning on page 156.

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

6) Investors to kindly note that after purchasing the Rights Entitlements through On Market Renunciation / Off
Market Renunciation, an Application has to be made for subscribing to the Rights Equity Shares. If no such
Application is made by the renouncee on or before Issue Closing Date, then such Rights Entitlements will get
lapsed and shall be extinguished after the Issue Closing Date and no Rights Equity Shares for such lapsed Rights
Entitlements will be credited. For procedure of Application by shareholders who have purchased the Right
Entitlement through On Market Renunciation / Off Market Renunciation, please refer to the heading titled
“Procedure for Application through the ASBA process” on page 143 of this Draft Letter of Offer.

7) Other important links and helpline:

The Investors can visit following links for the below-mentioned purposes:

a) Updation of Indian address by Non resident Eligible Equity shareholders in the records maintained by the
Registrar or our Company: by email to priya@cameoindia.com
b) Updation of demat account details/ email address/ mobile number by resident Eligible Equity
Shareholders holding shares in physical form: https://rights.cameoindia.com/enbee

Renouncees

All rights or obligations of the Eligible Equity Shareholders in relation to Applications and refunds relating to the
Issue shall, unless otherwise specified, apply to the Renouncee(s) as well.

Authority for the Issue

The Board of Directors in its meeting dated January 12, 2023 read with resolution passed by our Board on
December 24, 2021 has authorised this Issue under Section 62(1) (c) of the Companies Act, 2013.

The Board of Directors in their meeting held on [●] have determined the Issue Price at ₹ [●] per Equity Share and
the Rights Entitlement as [●] Rights Equity Share(s) for every [●] fully paid up Equity Share(s) held on the Record
Date. The Issue Price has been arrived at in consultation with the Lead Manager.

Our Company has received in-principle approval from BSE in accordance with Regulation 28 of the SEBI Listing
Regulations for listing of the Rights Equity Shares to be Allotted in the Issue pursuant to letter dated [●].

Basis for the Issue

The Rights Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders whose
names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity
Shares held dematerialized form and on the register of members of our Company in respect of the Equity Shares
held in physical form at the close of business hours on the Record Date, decided in consultation with the
Designated Stock Exchange, but excludes persons not eligible under the applicable laws, rules, regulations and
guidelines.

Rights Entitlement (“REs”) (Rights Equity Shares)

Eligible Equity Shareholders whose names appear as a beneficial owner in respect of the Equity Shares held in
dematerialized form or appear in the register of members as an Equity Shareholder of our Company in respect of
the Equity Shares held in physical form as on the Record Date, i.e., [●], are entitled to the number of Rights Equity
Shares as set out in the Application Form.

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website
of the Registrar to the Issue (https://rights.cameoindia.com/enbee) by entering their DP ID and Client ID or Folio
Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same

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shall also be available on the website of our Company (www.enbeetrade.com).

Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the
Issue Opening Date only in dematerialised form. If the 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, shall not be eligible to make an Application for Rights Equity Shares against their Rights Entitlements
with respect to the equity shares held in physical form. Such Eligible Equity Shareholders can make an Application
only after the Rights Entitlements is credited to their respective demat accounts.

Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and will send the
Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form to the email addresses as well
as to the physical addresses of Eligible Equity Shareholders who have provided an Indian address to our Company
or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of
such jurisdictions.

The Letter of Offer will be provided, through email or physical delivery through registered post/ speed post, by
the Registrar on behalf of our Company to the Eligible Equity Shareholders who have provided their Indian
addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares
is permitted under laws of such jurisdictions and in each case who make a request in this regard. The Letter of
Offer, the Abridged Letter of Offer and the Application Form may also be accessed on the websites of the
Registrar, our Company and the Lead Manager through a link contained in the aforementioned email sent to email
addresses of Eligible Equity Shareholders (provided that the Eligible Equity Shareholder is eligible to subscribe
for the Rights Equity Shares under applicable securities laws) and on the Stock Exchange’s websites. The
distribution of the Letter of Offer, 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 will be 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 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 in those jurisdictions in which it would be illegal to make such an
offer and, 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. 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 acquires Rights Entitlements or makes and Application will be deemed
to have declared, warranted and agreed, by accepting the delivery of the Letter of Offer, the Abridged Letter of
Offer, the Rights Entitlement Letter and the Application Form, that it is entitled to subscribe for the Rights Equity
Shares under the laws of any jurisdiction which apply to such person.

Our Company, Lead Manager 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.

PRINCIPAL TERMS OF THE RIGHTS EQUITY SHARES ISSUED UNDER THIS ISSUE

Face Value

Each Rights Equity Share will have the face value of ₹ 10.

Issue Price

Each Rights Equity Share is being offered at a price of ₹ [●] per Rights Equity Share (including a premium of ₹

138
[●] per Rights Equity Share) in the Issue. The Issue Price has been arrived at by our Company in consultation
with the Lead Manager prior to the determination of the Record Date.

The Rights Equity Shares issued in this Issue will be fully paid-up. The Issue Price and other relevant conditions
are in accordance with Regulation 10(4) of the SEBI Takeover Regulations.

The Board, at its meeting held on [●], has determined the Issue Price, in consultation with the Lead Manager.

Rights Entitlement Ratio

The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of [●]
Rights Equity Share(s) for every [●] Equity Share(s) held on the Record Date.

Rights of instrument holder

Each Rights Equity Share shall rank pari passu with the existing Equity Shares of the Company.

Terms of Payment

The entire amount of the Issue Price of ₹ [●] per Rights Equity Share shall be payable at the time of Application.

Fractional Entitlements

The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of [●]
Rights Equity Share(s) for every [●] Equity Share(s) held on the Record Date. For Rights 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 Share(s) 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 as above will be given preferential consideration for the Allotment of
one Additional Rights Equity Share each if they apply for Additional Rights Equity Shares over and above their
Rights Entitlement.

For example, if an Eligible Equity Shareholder holds [●] Equity Shares, such Shareholder will be entitled to [●]
Rights Equity Shares on a rights basis and will also be given a preferential consideration for the Allotment of one
Additional Rights Equity Share if the Shareholder has applied for additional Rights Equity Shares.

Also, those Equity Shareholders holding less than [●] Equity Shares and therefore entitled to ‘Zero’ Rights Equity
Share under this Issue shall be dispatched an Application Form with ‘Zero’ entitlement. Such Eligible Equity
Shareholders are entitled to apply for Additional Rights Equity Shares and would be given preference in the
Allotment of 1 (One) Additional Rights Equity Share, if such Equity Shareholders have applied for the Additional
Rights Equity Shares. However, they cannot renounce the same to third parties. Application Forms with zero
entitlement will be non-negotiable/non-renounceable.

Ranking

The Rights Equity Shares to be issued and allotted pursuant to the Issue shall be subject to the provisions of the
Memorandum of Association and the Articles of Association. The Rights Equity Shares to be issued and Allotted
pursuant to the Issue shall rank pari passu with the existing Equity Shares of our Company, in all respects
including dividends.

Mode of payment of dividend

In the event of declaration of dividend, our Company shall pay dividend to the Eligible Equity Shareholders as
per the provisions of the Companies Act and the provisions of the Articles of Association.

Listing and trading of the Rights Equity Shares to be issued pursuant to the Issue

As per the SEBI – Rights Issue Circular, the Rights Entitlements with a separate ISIN would be credited to the
demat account of the respective Eligible Equity Shareholders before the issue opening date. On the Issue Closing
date the depositories will suspend the ISIN of REs for transfer and once the allotment is done post the basis of
allotment approved by the designated stock exchange, the separate ISIN no. [●] for REs so obtained will be

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permanently deactivated from the depository system.

The existing Equity Shares of our Company are listed and traded under the ISIN: INE993I01011 on BSE (Scrip
Code: 512441). Our Equity Shares are not listed on National Stock Exchange of India Limited. Investors shall be
able to trade their Rights Entitlements either through On Market Renunciation or through Off Market
Renunciation. The trades through On Market Renunciation and Off Market Renunciation will be settled by
transferring the Rights Entitlements through the depository mechanism.

The Rights Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading on BSE
subject to necessary approvals. Our Company has received in-principle approval from BSE through letter no. [●]
dated [●]. All steps for completion of necessary formalities for listing and commencement of trading in the equity
shares will be taken within 7 working days from the finalisation of the Basis of Allotment. 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.

Upon receipt of such listing and trading approval, the Rights Equity Shares proposed to be issued pursuant to the
Issue shall be debited from such temporary ISIN and credited in the existing ISIN and thereafter be available for
trading under the existing ISIN as fully paid-up Equity Shares of our Company. The temporary ISIN shall be kept
blocked till the receipt of final listing and trading approval from the Stock Exchange.

The Rights Equity Shares allotted pursuant to the Issue will be listed as soon as practicable and all steps for
completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares shall
be taken within the specified time.

If permissions to list, deal in and for an official quotation of the Rights Equity Shares are not granted by BSE, our
Company will forthwith repay, without interest, all moneys received from the Applicants in pursuance of the
Letter of Offer. If such money is not repaid beyond eight days after our Company becomes liable to repay it, then
our Company and every Director who is an officer in default shall, on and from such expiry of eight days, be
liable to repay the money, with interest as applicable.

For details of trading and listing of Rights Equity Shares, please refer to the heading “Terms of Payment” at page
139 of this Draft Letter of Offer.

Subscription to the Issue by our Promoters and Promoter Group

For details of the intent and extent of the subscription by our Promoters and Promoter Group, see “Capital
Structure – Intention and extent of participation by our Promoters and Promoter Group in the Issue” on page 46.

Compliance with SEBI (ICDR) Regulations

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations. Our Company shall comply
with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of holders of Equity Shares

Subject to applicable laws, the Equity Shareholders shall have the following rights:

• The right to receive dividend, if declared;

• The right to vote in person, or by proxy;
• The right to receive offers for rights shares and be allotted bonus shares, if announced;
• The right to receive surplus on liquidation;
• The right of free transferability of Equity Shares;
• The right to attend general meetings and exercise voting powers in accordance with law, unless prohibited by
law; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies Act,
the Memorandum of Association and the Articles of Association

General terms of the Issue

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Market Lot

The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Equity Shares in
dematerialized 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 such
Equity Share as the joint holders with the benefit of survivorship subject to the provisions contained in the Articles
of Association. Application Forms would be required to be signed by all the joint holders to be considered valid.

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 read with Rule 19 of the Companies (Share Capital and Debenture) Rules, 2014.
An Investor can nominate any person by filling the relevant details in the Application Form in the space provided
for this purpose.

Since the Allotment of Rights Equity Shares is in dematerialized form only, there is no need to make a
separate nomination for the Rights Equity Shares to be allotted in the Issue. Nominations registered with
respective Depository Participant of the Investor would prevail. Any Investor desirous of changing the
existing nomination is requested to inform its respective Depository Participant.

Arrangements for Disposal of Odd Lots

Our Equity Shares are traded in dematerialized form only and therefore the marketable lot is one Equity Share
and hence, no arrangements for disposal of odd lots are required.

New Financial Instruments

There are no new financial instruments like deep discount bonds, debentures with warrants, secured premium
notes etc. issued by our Company.

Restrictions on transfer and transmission of shares and on their consolidation/splitting

There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued pursuant
to this Issue.

However, the Investors should note that pursuant to provisions of the SEBI Listing Regulations, with effect from
April 1, 2019, except in case of transmission or transposition of securities, the request for transfer of securities
shall not effected unless the securities are held in the dematerialized form with a depository

Notices

In accordance with the SEBI ICDR Regulations and SEBI Rights Issue Circular, our Company will send, through
email or physical delivery through registered post/ speed post, the Abridged Letter of Offer, the Rights Entitlement
Letter, Application Form and other issue material to the email addresses of all the Eligible Equity Shareholders
who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and
sale of the Rights Equity Shares is permitted under laws of such jurisdictions. The Letter of Offer will be provided,
through email or physical delivery through registered post/ speed post, by the Registrar on behalf of our Company
to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located
in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions
and in each case who make a request in this regard.

Our Company, Lead Manager 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.

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 (1) Marathi language daily newspaper with wide circulation at Maharashtra, where

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our Registered Office is situated.

PROCEDURE FOR APPLICATION

How to Apply

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circular and 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. Further, the resident Eligible Equity Shareholders holding Equity Shares in physical
form as on the Record Date can apply for this Issue through ASBA facility. For details of procedure for application
by the resident Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date, see
“Procedure for Application by Resident Eligible Equity Shareholders holding Equity Shares in physical form” on
page 149.

Our Company, its directors, its employees, affiliates, associates and their respective directors and officers, the
Lead Manager, 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.

Application Form

The Application Form for the Rights Equity Shares offered as part of this Issue would be sent to email address of
the Eligible Equity Shareholders who have provided an Indian address to our Company or who are located in
jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions.

The Application Form along with the Abridged Letter of Offer and the Rights Entitlement Letter shall be sent
through email or physical delivery through registered post/ speed post at least three days before the Issue Opening
Date. In case of non-resident Eligible Equity Shareholders, the Application Form along with the Abridged Letter
of Offer and the Rights Entitlement Letter shall be sent through email to email address if they have provided an
Indian address to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity
Shares is permitted under laws of such jurisdictions.

Our Company, Lead Manager 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.

Please note that neither our Company nor the Registrar nor the Lead Manager shall be responsible for 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 the email 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.

Investors 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)
on the websites of:

a) Our Company at www.enbeetrade.com;

b) the Registrar to the Issue at https://rights.cameoindia.com/enbee
c) the Lead Manager at www.saffronadvisor.com; and
d) the Stock Exchange at www.bseindia.com.

The Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e., https://rights.cameoindia.com/enbee) by entering their DP ID and Client ID or Folio Number
(in case of resident Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same
shall also be available on the website of our Company (i.e., www.enbeetrade.com). The Application Form can be
used by the Investors, Eligible Equity Shareholders as well as the Renouncees, to make Applications in this Issue
basis the Rights Entitlements credited in their respective demat accounts or demat suspense escrow account, as
applicable. Please note that one single Application Form shall be used by the Investors to make Applications for
all Rights Entitlements available in a particular demat account. Further, in accordance with the SEBI Rights Issue

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Circular, the resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date
can apply through this Issue by first furnishing the details of their demat account along with their self-attested
PAN and details of address proof by way of uploading on Registrar website the records confirming the legal and
beneficial ownership of their respective Equity Shares at least two Working Days prior to the Issue Closing Date
i.e. [●], [●], after which they can apply through ASBA facility.

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 accept this Issue and apply for the Rights Equity
Shares 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, 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.

Please note that Applications without depository account details shall be treated as incomplete and shall be
rejected. Applicants should note that they should very carefully fill-in their depository account details and PAN
number in the Application Form or while submitting application through online/electronic Application through
the website of the SCSBs (if made available by such SCSB). Incorrect depository account details or PAN number
could lead to rejection of the Application. For details see “Grounds for Technical Rejection” on page 154. Our
Company, the Registrar and the SCSB shall not be liable for any 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 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, see “Application on Plain Paper under ASBA process” on page
146.

Options available to the Eligible Equity Shareholders

Details of each Eligible Equity Shareholders Rights Entitlement will be sent to the Eligible Equity shareholder
separately along with the Application Form and would also be available on the website of the Registrar to the
Issue at https://rights.cameoindia.com/enbee and link of the same would also be available on the website of our
Company at (www.enbeetrade.com). Respective Eligible Equity Shareholder can check their entitlement by
keying their requisite details therein.

The Eligible Equity Shareholders will have the option to:

• Apply for his Rights Entitlement in full;

• Apply for his Rights Entitlement in part (without renouncing the other part);
• Apply for his Rights Entitlement in full and apply for additional Rights Equity Shares;
• Apply for his Rights Entitlement in part and renounce the other part of the Rights Equity Shares; and
• Renounce his Rights Entitlement in full.

In accordance with the SEBI Rights Issue Circular, the resident Eligible Equity Shareholders, who hold Equity
Shares in physical form as on 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 i.e. [●], [●], desirous of
subscribing to Rights Equity Shares may also apply in this Issue during the Issue Period through ASBA mode.
Such resident Eligible Equity Shareholders must check the procedure for Application in “Procedure for
Application by Resident Eligible Equity Shareholders holding Equity Shares in physical form” on page 149.

Procedure for Application through the ASBA process

Investors desiring to make an Application in this Issue through ASBA process, may submit 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.

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Investors should ensure that they have correctly submitted the Application Form, or have otherwise 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.

Self-Certified Syndicate Banks

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. For details on
Designated Branches of SCSBs collecting the Application Form, please refer the above-mentioned link. Please
note that subject to SCSBs complying with the requirements of SEBI Circular No. CIR/CFD/DIL/13/2012 dated
September 25, 2012 within the periods stipulated therein, ASBA Applications may be submitted at the Designated
Branches of the SCSBs, in case of Applications made through ASBA facility.

Acceptance of this Issue

Investors may accept this Issue and apply for the Rights Equity Shares 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. 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

Applications submitted to anyone other than the Designated Branches of the SCSB are liable to be rejected.

Investors can also make Application on plain paper under ASBA process mentioning all necessary details as
mentioned under the section “Application on Plain Paper under ASBA process” on page 143.

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 Rights 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. Applications for additional Rights Equity Shares shall be considered and allotment shall be made at the sole
discretion of the Board, subject to applicable sectoral caps, and in consultation if necessary with the Designated
Stock Exchange and in the manner prescribed under the section titled “Terms of the Issue” on page 135.
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 prescribed under the section “Basis of Allotment” on page
156.

Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Rights Equity
Shares.

Applications by Overseas Corporate Bodies

By virtue of the Circular No. 14 dated September 16, 2003, issued by the RBI, Overseas Corporate Bodies
(“OCBs”), have been derecognized as an eligible class of investors and the RBI has subsequently issued the
Foreign Exchange Management (Withdrawal of General Permission to OCBs) Regulations, 2003.

Accordingly, the existing Eligible Equity Shareholders of our Company who do not wish to subscribe to the Rights
Equity Shares being offered but wish to renounce the same in favour of Renouncee shall not be able to renounce
the same (whether for consideration or otherwise), in favour of OCB(s). The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003, that OCBs which are incorporated and are
not and were not at any time subject to any adverse notice from the RBI, are permitted to undertake fresh
investments as incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB
dated May 3, 2000, under the foreign direct investment scheme with the prior approval of Government of India if
the investment is through the government approval route and with the prior approval of RBI if the investment is
through automatic route on case by case basis. Eligible Equity Shareholders renouncing their rights in favour of
such OCBs may do so provided such Renouncee obtains a prior approval from the RBI. On submission of such
RBI approval to our Company at our Registered Office, the OCB shall receive the Abridged Letter of Offer and
the Application Form.

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 Procedure for Renunciation of Rights Entitlements

The Investors 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; or (b) through an off - market transfer,
during the Renunciation Period. The Investors should have the demat Rights Entitlements credited/lying in his/her
own demat account prior to the renunciation.

In accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the resident
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date shall be required to
provide their demat account details to our Company or the Registrar to the Issue for credit of REs not later than
two working days prior to issue closing date, such that credit of REs in their demat account takes place at least
one day before issue closing date, thereby enabling them to renounce their Rights Entitlements through Off Market
Renunciation.

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. The Lead Manager and 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 Investors 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 of our Company.

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. 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 dematerialized 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., [●] to [●] (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 [●] and indicating the
details of the Rights Entitlements they intend to sell. 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+2 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 Investors 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.

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.

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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.

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.

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.

Applications on Plain Paper under ASBA process

An Eligible Equity Shareholder who has neither received the Application Form nor is in a position to obtain the
Application Form either from our Company, Registrar to the Issue, Manager to the Issuer or from the website of
the Registrar, can make an Application to subscribe to the Issue on plain paper through ASBA process. Eligible
Equity Shareholders shall submit the plain paper application to the Designated Branch of the SCSB for authorizing
such SCSB to block an amount equivalent to the amount payable on the application in the said bank account
maintained with the same SCSB. Applications on plain paper will not be accepted from any address outside India.

Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall not be
entitled to renounce their Rights Entitlements and should not utilize the Application Form for any purpose
including renunciation even if it is received subsequently, may make an Application to subscribe to the Issue on
plain paper, along with an account payee cheque or demand draft drawn at par, net of bank and postal charges,
payable at Bengaluru and the Investor should send such plain paper Application by registered post directly to the
Registrar to the Issue. For details of the mode of payment, see “Modes of Payment” on page 147.

The envelope should be super scribed “Enbee Trade & Finance Limited – Rights Issue” and should be
postmarked in India. The application on plain paper, duly signed by the Eligible Equity Shareholders including
joint holders, in the same order and as per the specimen recorded with our Company/Depositories, must reach the
office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars:

• Name of our Issuer, being Enbee Trade & Finance Limited;

• 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);
• Registered Folio Number/ DP and Client ID No.;
• Number of Equity Shares held as on Record Date;
• Allotment option preferred - only Demat form;
• Number of Rights Equity Shares entitled to;
• Number of Rights Equity Shares applied for;
• Number of Additional Rights Equity Shares applied for, if any;
• Total number of Rights Equity Shares applied for within the Right Entitlements;
• Total amount paid at the rate of ₹ [●] per Rights Equity Share;
• Details of the ASBA Account such as the account number, name, address and branch of the relevant SCSB;
• In case of NR 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;
• Except for Applications on behalf of the Central or State Government, the residents of Sikkim and 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 the
Issue. Documentary evidence for exemption to be provided by the applicants;
• Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money
in the ASBA Account;
• 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);
• Additionally, all such Applicants are deemed to have accepted the following:

“I/We understand that neither the Rights Entitlement nor the Rights Equity Shares have been, and will be,

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registered under the United States Securities Act of 1933, as amended (“US Securities Act”) or any United States
state securities laws, and may not be offered, sold, resold or otherwise transferred within the United States or to
the territories or possessions thereof (“United States”) or to, or for the account or benefit of a United States
person as defined in the Regulation S of the US Securities Act (“Regulation S”). I/ we understand the Rights
Equity Shares referred to in this application are being offered in India but not in the United States. I/ we
understand the offering to which this application 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 said Rights Equity Shares or Rights Entitlement in the United States.
Accordingly, I/ we understand this application should not be forwarded to or transmitted in or to the United States
at any time. I/ we confirm that I/ we are not in the United States and understand that neither us, nor the Registrar,
the Lead Manager 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, the Lead Manager or any other person acting
on behalf of us have reason to believe is a resident of the United States “U.S. Person” (as defined in Regulation
S) or is ineligible to participate in the Issue under the securities laws of their jurisdiction.

“I/ We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in any
jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person to whom it
is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with
any applicable laws or regulations. We satisfy, and each account for which we are acting satisfies, all suitability
standards for investors in investments of the type subscribed for herein imposed by the jurisdiction of our
residence.

I/ We understand and agree that the Rights Entitlement and Rights Equity Shares may not be reoffered, resold,
pledged or otherwise transferred except in an offshore transaction in compliance with Regulation S, or otherwise
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US
Securities Act.

I/We (i) am/are, and the person, if any, for whose account I/we am/are acquiring such Rights Entitlement, and/or
the Equity Shares, is/are outside the United States or a Qualified Institutional Buyer (as defined in the US
Securities Act), and (ii) is/are acquiring the Rights Entitlement and/or the Equity Shares in an offshore transaction
meeting the requirements of Regulation S or in a transaction exempt from, or not subject to, the registration
requirements of the US Securities Act.

I/We acknowledge that the Company, the Lead Manager, their affiliates and others will rely upon the truth and
accuracy of the foregoing representations and agreements.”

In cases where multiple Application Forms are submitted for Applications pertaining to Rights Entitlements
credited to the same demat account or in demat suspense escrow account, 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, Lead Manager 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 . Our Company, the Lead Manager
and the Registrar shall not be responsible if the Applications are not uploaded by SCSB or funds are not blocked
in the Investors’ ASBA Accounts on or before the Issue Closing Date.

Last date for Application

The last date for submission of the duly filled in Application Form is [●]. 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 provisions of the
Articles of Association, and subject to the Issue Period not exceeding 30 days from the Issue Opening Date.

If the Application together with the amount payable is either (i) not blocked with an SCSB; or (ii) not received by
the Bankers to the Issue or the Registrar on or before the close of banking hours on the Issue Closing Date or such
date as may be extended by our Board or any committee thereof, the invitation to offer contained in the 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 provided under “Terms of the Issue - Basis of Allotment” on page 156.

Modes of Payment

All payments against the Application Forms shall be made only through ASBA facility. The Registrar will not

147
accept any payments against the Application Forms, if such payments are not made through ASBA facility.

In case of Application through ASBA facility, the Investor agrees to block the entire amount payable on
Application with the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent
to the amount payable on Application, in the Investor’s ASBA Account.

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, pursuant to the finalization 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 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 finalization 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.

The Investors would be required to give instructions to the respective SCSBs to block the entire amount payable
on their Application at the time of the submission of the Application Form.

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 hereinafter.

All payments against the Application Forms shall be made only through ASBA facility or internet banking. The
Registrar will not accept any payments against the Application Forms, if such payments are not made through
ASBA facility.

Mode of payment for Resident Investors

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.

Mode of payment for Non-Resident Investors

As per Rule 7 of the FEMA Rules, RBI has given general permission to Indian companies to issue Equity Shares
to non-resident shareholders including additional Equity Shares. Further, as per the Master Direction on Foreign
Investment in India dated January 4, 2018 issued by RBI, non-residents may, amongst other things, (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 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 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, 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 priya@cameoindia.com.

As regards Applications by Non-Resident Investors, the following conditions shall apply:

• Individual non-resident Indian Applicants who are permitted to subscribe to Rights Equity Shares by
applicable local securities laws can obtain Application Forms on the websites of the Registrar, our Company
or the Lead Manager.

Note: In case of non-resident Eligible Equity Shareholders, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form shall be sent to their email addresses if they have provided their
Indian address to our Company or if they are located in certain jurisdictions where the offer and sale of the
Rights Equity Shares is permitted under laws of such jurisdictions. The Letter of Offer will be provided, only
through email, by the Registrar on behalf of our Company to the Eligible Equity Shareholders who have
provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale
of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a request

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 in this regard.

• Application Forms will not be accepted from non-resident Investors in any jurisdiction where the offer or sale
of the Rights Entitlements and Rights Equity Shares may be restricted by applicable securities laws.

• Payment by non-residents must be made only through ASBA facility and using permissible accounts in
accordance with FEMA, FEMA Rules and requirements prescribed by the RBI.

• Eligible Non-Resident Equity Shareholders applying on a repatriation basis by using the Non-Resident
Forms should authorize their SCSB to block their Non-Resident External (“NRE”) accounts, or Foreign
Currency Non-Resident (“FCNR”) Accounts, and Eligible Non-Resident Equity Shareholders applying on
a non-repatriation basis by using Resident Forms should authorize their SCSB to block their Non- Resident
Ordinary (“NRO”) accounts for the full amount payable, at the time of the submission of the Application
Form to the SCSB. Applications received from NRIs and non-residents for allotment of the Rights Equity
Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI under the FEMA
in the matter of refund of Application Money, allotment of Rights Equity Shares and issue of letter of
allotment. If an NR or NRI Investors has specific approval from RBI, in connection with his shareholding,
he should enclose a copy of such approval with the Application Form.

• In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment
in Equity Shares can be remitted outside India, subject to tax, as applicable according to the Income-tax Act.
In case Equity Shares are Allotted on a non-repatriation basis, the dividend and sale proceeds of the Equity
Shares cannot be remitted outside India. Non-resident Renouncees who are not Eligible Equity Shareholders
must submit regulatory approval for applying for additional Equity Shares in the Issue.

Procedure for application by Resident 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 Equity Shares shall be made in dematerialised
form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date
and desirous of subscribing to Equity Shares in this Issue are advised to furnish the details of their demat account
to the Registrar or our Company at least two 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.

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

1. 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 Working Days prior to the Issue Closing Date; Alternatively
they can upload the documents in the online portal of the Registrar i.e., https://rights.cameoindia.com/enbee.

2. 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;

3. The remaining procedure for Application shall be same as set out in “Application on Plain Paper under
ASBA process” beginning on page 146.

In accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the resident
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date shall be required to
provide their demat account details to our Company or the Registrar to the Issue for credit of REs not later than
two working days prior to issue closing date, such that credit of REs in their demat account takes place at least
one day before issue closing date, thereby enabling them to renounce their Rights Entitlements through Off Market
Renunciation.

PLEASE NOTE THAT THE ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY SHARES
IN PHYSICAL FORM AS ON RECORD DATE AND WHO HAVE NOT FURNISHED THE DETAILS
OF THEIR RESPECTIVE DEMAT ACCOUNTS TO THE REGISTRAR OR OUR COMPANY AT

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LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE, SHALL NOT BE
ELIGIBLE TO MAKE AN APPLICATION FOR RIGHTS EQUITY SHARES AGAINST THEIR
RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES HELD IN PHYSICAL
FORM.

Allotment of the Rights Equity Shares in Dematerialized Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT
IN WHICH OUR EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE.

FOR DETAILS, SEE “ALLOTMENT ADVICES/UNBLOCKING OF ASBA ACCOUNTS” ON PAGE

157.

General instructions for Investors

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

(b) In accordance with the SEBI Rights Issue Circulars, the resident Eligible Equity Shareholders, who hold
Equity Shares in physical form as on 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, shall
not be eligible to make an Application for Rights Equity Shares against their Rights Entitlements with respect
to the equity shares held in physical form.

(c) Please read the instructions on the Application Form sent to you.

(d) The Application Form can be used by both the Eligible Equity Shareholders and the Renouncees.

(e) Application should be made only through the ASBA facility.

(f) Application should be complete in all respects. The Application Form found incomplete with regard 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 Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
and the Application Form are liable to be rejected.

(g) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all necessary
details as mentioned under the section “Application on Plain Paper under ASBA process” on page 143.

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

(i) An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA
enabled bank account with an SCSB, prior to making the Application.

(j) Applications should be (i) 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, or (ii) 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.

(k) Applications should not be submitted to the Bankers to the Issue or Escrow Collection Bank (assuming that
such Escrow Collection Bank is not an SCSB), our Company or the Registrar and the Lead Manager.

(l) In case of Application through ASBA facility, Investors are required to provide necessary details, including
details of the ASBA Account, authorization to the SCSB to block an amount equal to the Application Money

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 in the ASBA Account mentioned in the Application Form.

(m) 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.

(n) In case of Application through ASBA facility, all payments will be made only by blocking the amount in the
ASBA Account. Cash payment or payment by cheque or demand draft or pay order or NEFT or RTGS or
through any other mode is not acceptable for application through ASBA process. In case payment is made
in contravention of this, the Application will be deemed invalid and the Application Money will be refunded
and no interest will be paid thereon.

(o) 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.

(p) 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.

(q) All communication in connection with Application for the Rights Equity Shares, including any change in
address of the Eligible Equity Shareholders should be addressed to the Registrar prior to the date of
Allotment in this Issue quoting the name of the first/sole Applicant, folio numbers/DP ID and Client ID and
Application Form number, as applicable. In case of any change in address 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.

(r) Only persons outside restricted jurisdictions and who are eligible to subscribe for Rights Entitlement and
Rights Equity Shares under applicable securities laws are eligible to participate.

(s) Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, Applications made
through ASBA facility may be submitted at the Designated Branches of the SCSBs. Application through
ASBA facility in electronic mode will only be available with such SCSBs who provide such facility.

(t) In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making
applications by banks on their own account using ASBA facility, SCSBs should have a separate account in
own name with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose of
making application in public/ rights issues and clear demarcated funds should be available in such account
for ASBA applications.

(u) 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 and the Lead Manager

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

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

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 Application Form must be filled in English.

(b) 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 e-mail
intimating unblocking of ASBA Account or refund (if any) would be e-mailed to the address of the Investor
as per the e-mail 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 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, Registrar or the Lead Manager
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.

(c) 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.

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

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

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

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

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

(i) Do not submit multiple Applications.

(j) 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 the 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. The Lead Manager and our
Company will not be responsible for any allotments made by relying on such approvals.

(k) 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 a incorporated non-resident must do so in accordance with the FDI Circular 2020 and Foreign
Exchange Management (Non-Debt Instrument) Rules, 2019.

Do’s:

(a) Ensure that the Application Form and necessary details are filled in.

(b) Except for Application submitted on behalf of the Central or the State Government, residents of Sikkim and
the officials appointed by the courts, each Applicant should mention their PAN allotted under the Income-tax
Act.

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(c) 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.

(d) Investors should provide correct DP ID and client ID/ folio number 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. Investor will be solely
responsible for any error or inaccurate detail provided in the Application. Our Company, the Lead Manager,
SCSBs or the Registrar will not be liable for any such rejections.

Don’ts:

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

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

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

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

(e) Do not submit multiple Applications.

Do’s for Investors applying through ASBA:

(a) Ensure that the details about your Depository Participant and beneficiary account are correct and the
beneficiary account is activated as the Rights Equity Shares will be Allotted in the dematerialized form only.

(b) Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of the correct
bank account have been provided in the Application.

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

(d) Ensure that you have authorised 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 and have signed the same.

(e) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.

(f) 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.

(g) 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.

Don’ts for Investors applying through ASBA:

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

b) Do not send your physical Application to the Lead Manager, the Registrar, the Escrow Collection Bank
(assuming that such Escrow Collection Bank is not an SCSB), a branch of the SCSB which is not a

153
 Designated Branch of the SCSB or our Company; instead submit the same to a Designated Branch of the
SCSB only.

c) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process.

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 does not match with the PAN records available with the
Registrar.

(c) Sending an Application to our Company, the Lead Manager, Registrar, Escrow Collection Bank(s)
(assuming that such Escrow Collection Bank is not a SCSB), 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).

(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 supported by amounts blocked from a third party bank account.

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

(p) 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.

(q) Applications which: (i) appears to our Company or its agents to have been executed in, electronically

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 transmitted from or dispatched from the United States (other than from persons in the United States who are
U.S. QIBs and QPs) or other jurisdictions where the offer and sale of the 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 (a) both
a U.S. QIB and a QP, if in the United States or a U.S. Person or (b) outside the United States and is a non-
U.S. Person, and in each case such person is eligible to subscribe for the 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 Equity Shares in respect of any such
Application Form.

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

(s) Application from Investors that are residing in U.S. address as per the depository records (other than from
persons in the United States who are U.S. QIBs and QPs).

IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY
THROUGH THE ASBA PROCESS, TO RECEIVE THEIR RIGHTS EQUITY SHARES IN
DEMATERIALISED FORM AND TO THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING PAN IN
WHICH THE EQUITY SHARES ARE HELD BY THE INVESTOR AS ON THE RECORD DATE. ALL
INVESTORS APPLYING UNDER THIS ISSUE SHOULD MENTION THEIR DEPOSITORY
PARTICIPANT’S NAME, DP ID AND BENEFICIARY ACCOUNT NUMBER/ FOLIO NUMBER IN THE
APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION
FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD.
IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED
THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE
SAME SEQUENCE IN WHICH THEY APPEAR IN THE APPLICATION FORM OR PLAIN PAPER
APPLICATIONS, AS THE CASE MAY BE.

Investors applying under this Issue should note that on the basis of name of the Investors, Depository Participant’s
name and identification number and beneficiary account number 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.
Hence, 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. By signing
the Application Forms, the 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.

The Allotment advice and the email intimating unblocking of ASBA Account or refund (if any) would be emailed
to the address of the Investor as per the email 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, Registrar or the Lead Manager
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) the DP ID, and (c) the beneficiary account number,
then such Application Forms s are liable to be rejected.

Multiple Applications

A separate Application can be made in respect of each scheme of a Mutual Fund registered with the SEBI and
such Applications shall not be treated as multiple applications. For details, see “Investment by Mutual Funds”
below on page 161.

In cases where multiple Applications are submitted, including cases where an Investor submits Application Forms

155
along with a plain paper Application or multiple plain paper Applications, such Applications shall be treated as
multiple applications and are liable to be rejected (other than multiple applications submitted by any of the
Promoters or members of the Promoter Group as described in Capital Structure – Intention and extent of
participation by our Promoters and Promoter Group in the Issue ” on page 46).

Underwriting

The Issue is not underwritten.

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 may withdraw their Application post
the Issue Closing Date.

Issue schedule

Issue Opening Date [●]

Last date for receiving requests for Application Form and Rights Entitlement [●]
Letter
Issue Closing Date* [●]
Finalising the basis of allotment with the Designated Stock Exchange [●]
Date of Allotment (on or about) [●]
Initiation of refunds [●]
Date of credit (on or about) [●]
Date of listing (on or about) [●]
*Our Board may, however, decide 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).

**Investors are advised to ensure that the Application Forms are submitted on or before the Issue Closing Date. Our Company,
the Lead Manager and/or the Registrar to the Issue will not be liable for any loss on account of non-submission of Application
Forms or on before the Issue Closing Date.

Basis of Allotment

Subject to the provisions contained in this Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer, the
Application Form, the Rights Entitlement Letter, the Articles of Association of our Company 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 Entitlement either in
full or in part and also to the Renouncee(s) who has/have applied for Rights Equity Shares renounced in
its/their favor, in full or in part, as adjusted for fractional entitlement.

(b) As per SEBI Rights Issue Circulars, the fractional entitlements are to be ignored, therefore those Equity
Shareholders holding less than [●] ([●]) Equity Shares would be entitled to ‘Zero’ Rights Equity Shares under
this Issue, Application Form with ‘Zero’ entitlement will be send to such shareholders. Such Eligible Equity
Shareholders are entitled to apply for Additional Rights Equity Shares and would be given preference in the
allotment of 1 (One) Rights Equity Share if, such Equity Shareholders have applied for the Additional Rights
Equity Shares, subject to availability of Rights Equity shares post allocation towards Rights Entitlement
applied for. Allotment under this head shall be considered if there are any un-subscribed Equity Shares after
Allotment under (a) above. If the number of Rights Equity Shares required for Allotment under this head is
more than 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.

(c) Allotment to the Eligible Equity Shareholders who have applied for the full extent of their Rights Entitlement
and have also applied for Additional Rights Equity Shares shall 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
unsubscribed Rights Equity Shares after making full Allotment under (a) and (b) above. The Allotment of
such Equity Shares will be at the sole discretion of our Board in consultation with the Designated Stock
Exchange, as a part of the Issue and will not be a preferential allotment.

156
(d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour and
also 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 shall be made on a
proportionate basis as part of the Issue and will not be a preferential allotment.

(e) Allotment to any other person 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.

(f) After taking into account Allotment to be made under (a) to (e) above, if there is any unsubscribed portion,
the same shall be deemed to be ‘unsubscribed’ for the purpose of Regulation 3(1)(b) of the SEBI Takeover
Regulations.

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Designated Branches, a list of the ASBA Investors who have been Allotted Rights Equity Shares in the Issue,
along with:

(a) The amount to be transferred from the ASBA Account to the separate bank account opened by our Company
for the Issue, for each successful ASBA Application;

(b) The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and

(c) The details of rejected ASBA Applications, if any, to enable the SCSBs to unblock the respective ASBA
Accounts.

In the event of over subscription, Allotment shall be made within the overall size of the Issue.

Allotment Advices/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 Equity Shares to the respective beneficiary accounts (only in
dematerialised mode) or issue instructions for unblocking the funds in the respective ASBA Accounts, if any,
within a period of 1 day from the finalisation of Basis of allotment T+1, T being the date of approval of basis of
allotment. 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 1 day’ period.

Investors residing at centers where clearing houses are managed by the RBI will get refunds through National
Automated Clearing House (“NACH”) except where Investors have not provided the details required to send
electronic refunds or where the investors are otherwise disclosed as applicable or eligible to get refunds through
direct credit and real-time gross settlement (“RTGS”).

In case of those investors who have opted to receive their Rights Entitlement in dematerialized form using
electronic credit under the depository system, and the Allotment advice regarding their credit of the Rights Equity
Shares shall be sent at the address recorded with the Depository. Investors to whom refunds are made through
electronic transfer of funds will be sent a letter through ordinary post or email intimating them about the mode of
credit of refund within 15 days of the Issue Closing Date.

The letter of allotment or refund order would be sent by registered post, email or speed post/registered post to the
sole/ first Investor’s address or the email address provided by the Eligible Equity Shareholders to our Company.
Such refund orders would be payable at par at all places where the Applications were originally accepted. The
same would be marked ‘Account Payee only’ and would be drawn in favor of the sole/ first Investor. Adequate
funds would be made available to the Registrar for this purpose.

In the event, our Company fails to obtain listing or trading permission from the Stock Exchange, we shall refund
the entire proceeds of the Issue within four days of receipt of intimation from the Stock Exchange rejecting the
application for listing of Equity Shares, and if any such money is not repaid within four days after our Company

157
becomes liable to repay we shall, on and from the expiry of the fourth day, be liable to repay that money with
interest at the rate of fifteen per cent. per annum.

Payment of Refund

Mode of making refunds

In case of Applicants not eligible to make an application through ASBA process, 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:

1. Unblocking amounts blocked using ASBA facility;

2. National Automated Clearing House (“NACH”) – NACH 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 centers
specified by the RBI, where such facility has been made available. This would be subject to availability of
complete bank account details including 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 centers where NACH
facility has been made available by the 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 the
Applicant is otherwise disclosed as eligible to get refunds through NEFT, Direct Credit or RTGS.

3. 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
on a date immediately prior to the date of payment of refund, duly 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, such MICR number
and the bank account number 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.

4. 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 such refund would be borne by our
Company.

5. RTGS – If the refund amount exceeds ₹ 200,000, 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 such IFSC Code is not provided, refund shall be made through
NACH or any other eligible mode. Charges, if any, levied by the refund bank(s) for such refund would be borne
by our Company. Charges, if any, levied by the Investor’s bank receiving the credit would be borne by the
Investor.

6. For all other Investors, the refund orders will be dispatched through speed post or registered post. Such refunds
will be made by cheques, pay orders or demand drafts drawn in favor of the sole/first Investor and payable at par.

7. Credit of refunds to Investors in any other electronic manner, permissible under the banking laws, which are in
force, and is permitted 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.

Printing of Bank Particulars on Refund Orders

As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement,
the particulars of the Investor’s bank account are mandatorily required to be given for printing on the refund
orders. Bank account particulars, where available, will be printed on the refund orders or refund warrants which
can then be deposited only in the account specified. Our Company will, in no way, be responsible if any loss
occurs through these instruments falling into improper hands either through forgery or fraud.

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Allotment advice or Demat Credit

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.

Option to receive Right Equity Shares in Dematerialised Form

PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED 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 WORKING
DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE RESIDENT ELIGIBLE EQUITY
SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM AS ON THE RECORD DATE,
OR (C) DEMAT SUSPENSE ACCOUNT WHERE THE CREDIT OF THE RIGHTS ENTITLEMENTS
RETURNED/REVERSED/FAILED.

Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form.

INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF OUR COMPANY CAN BE
TRADED ON THE STOCK EXCHANGE ONLY IN DEMATERIALISED FORM.

The procedure for availing the facility for Allotment of Rights Equity Shares in the Issue in the electronic form is
as under:

• 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
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 each
such holding. Those Investors who have already opened such beneficiary account(s) need not adhere to this
step.

• 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.

• 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.

• 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.

• The Rights Equity Shares will be allotted to Applicants only in dematerialized form and would be directly
credited to the beneficiary account as given in the Application Form after verification. Allotment advice,
refund order (if any) would be sent directly to the Applicant by email and, if the printing is feasible, 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.

• Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of
Rights Equity Shares in the Issue. In case these details are incomplete or incorrect, the Application is liable
to be rejected.

• Non-transferable allotment advice/ refund orders will be sent directly to the Investors by the Registrar to the
Issue.

• Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be paid to
those Equity Shareholders whose names appear in the list of beneficial owners given by the Depository
Participant to our Company as on the date of the book closure.

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Resident Eligible Equity Shareholders, who hold Equity Shares in physical form 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, shall not be able to apply in this Issue for further details, please refer to
“Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form” on page
149.

Investment by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the multiple entities having common ownership, directly or indirectly, of more than 50% or common
control) must be below 10% of our post- Issue Equity Share capital. Further, in terms of FEMA Rules, the total
holding by each FPI shall be below 10% of the total paid-up equity share capital of a company on a fully-diluted
basis and the total holdings of all FPIs put together shall not exceed 24% of the paid-up equity share capital of a
company on a fully diluted basis.

Further, pursuant to the FEMA Rules the investments made by a SEBI registered FPI in a listed Indian company
will be reclassified as FDI if the total shareholding of such FPI increases to more than 10% of the total paid-up
equity share capital on a fully diluted basis or 10% or more of the paid up value of each series of debentures or
preference shares or warrants.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. The FPIs who wish to participate in the Issue are advised to use
the ASBA 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, only Category I FPIs, 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 eligible to be registered as
Category I FPIs; and (ii) such offshore derivative instruments are issued after compliance with ‘know your client’
norms. An FPI may transfer offshore derivative instruments to persons compliant with the requirements of
Regulation 21(1) of the SEBI FPI Regulations and subject to receipt of consent, except where pre-approval is
provided.

All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in
Indian Rupees only and net of bank charges and commission.

Investment by Systemically Important Non-Banking Financial Companies (NBFC – SI)

In case of an application made by Systemically Important NBFCs registered with the RBI, (a) the certificate of
registration issued by the RBI under Section 45 –IA of the 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.

Investment by AIFs, FVCIs and VCFs

The SEBI (Venture Capital Funds) Regulations, 1996, as amended (“SEBI VCF Regulations”) and the SEBI
(Foreign Venture Capital Investor) Regulations, 2000, as amended (“SEBI FVCI Regulations”) prescribe, among
other things, the investment restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI (Alternative
Investments Funds) Regulations, 2012 (“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.

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.

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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

Applications will not be accepted from FPIs in restricted jurisdictions.

FPIs which are QIBs, Non-Institutional Investors or whose application amount exceeds ₹ 2 lakhs can participate
in the Rights Issue only through the ASBA process. Further, FPIs which are QIB applicants and Non-Institutional
Investors are mandatorily required to use ASBA, even if application amount does not exceed ₹ 2 lakhs.

Investment by NRIs

Investments by NRIs are governed by Rule 12 of FEMA Rules. Applications will not be accepted from NRIs in
Restricted Jurisdictions.

NRIs may please note that only such Applications as are accompanied by payment in free foreign exchange shall
be considered for Allotment under the reserved category. The NRIs who intend to make payment through NRO
ccounts shall use the Application form meant for resident Indians and shall not use the Application forms meant
for reserved category.

As per Rule 12 of the FEMA Rules read with Schedule III of the FEMA Rules, an NRI or 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.

Investment by Mutual Funds

Applications made by asset management companies or custodians of Mutual Funds should clearly and specifically
state names of the concerned schemes for which such Applications are made.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Applications provided that the Applications clearly indicate the scheme concerned for which
the Application has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case
of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more
than 10% of any company’s paid-up share capital carrying voting rights.

Procedure for applications by Systemically Important NBFCs

In case of application made by Systemically Important NBFCs registered with the RBI, (i) the certificate of
registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (ii) networth 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.

Payment by stock invest

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.

Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of Section 38 of
the Companies Act, 2013 which is reproduced below:

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“Any person who:
(i) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or
(ii) 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
(iii) 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
₹ 10 lakhs 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 ten years (provided that where the fraud involves public interest,
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount. Where such fraud (i) involves an amount which is less than ₹ 10 lakhs
or 1% of the turnover of the Company, whichever is lower, and (ii) does not involve public interest, then such
fraud is punishable with imprisonment for a term extending up to five years or fine of an amount extending up to
₹ 50 lakhs or with both.

Dematerialised Dealing

Our Company has entered into tripartite agreements dated January 11, 2008 and February 25, 2008 with NSDL
and CDSL, respectively, and our Equity Shares bear the ISIN: INE993I01011.

Disposal of Applications and Application Money

No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branch 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 would generate an electronic
acknowledgment to the Eligible Equity Shareholders upon submission of the Application. 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 unblocked
in the respective ASBA Accounts of the Investor within a period of 15 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.

Utilization of Issue Proceeds

Our Board of Directors declares that:

(a) All monies received out of the Issue shall be transferred to a separate bank account;

(b) Details of all monies utilized out of the Issue shall be disclosed, and shall 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;

(c) Details of all unutilized monies out of the Issue, 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;
and

(d) Our Company may utilize the funds collected in the Issue only after final listing and trading approvals for the
Rights Equity Shares Allotted in the Issue is received.

Undertakings by our Company

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Our Company undertakes the following:

(i) The complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily.

(ii) All steps for completion of the necessary formalities for listing and commencement of trading at all Stock
Exchange where the Rights Equity Shares are to be listed will be taken within the time prescribed by the
SEBI.

(iii) The funds required for making refunds to unsuccessful Applicants as per the mode(s) disclosed shall be made
available to the Registrar by our Company.

(iv) Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the
Investor 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.

(v) Other than any Equity Shares that may be issued pursuant to exercise options under the ESOP 2016 and ESOP
2018, no further issue of securities affecting our Company’s Equity Share capital shall be made until the
Rights Equity Shares are listed or until the Application Money is refunded on account of non-listing, under
subscription etc.

(vi) In case of unblocking of the application amount for unsuccessful Applicants or part of the application amount
in case of proportionate Allotment, a suitable communication shall be sent to the Applicants.

(vii) Adequate arrangements shall be made to collect all ASBA Applications and to consider them similar to non-
ASBA Applications while finalizing the Basis of Allotment.

(viii) At any given time, there shall be only one denomination for the Rights Equity Shares of our Company.

(ix) Our Company shall comply with all disclosure and accounting norms specified by the SEBI from time to
time.

(x) Our Company accepts full responsibility for the accuracy of information given in this Draft Letter of Offer
and confirms that to the best of its knowledge and belief, there are no other facts the omission of which makes
any statement made in this Draft Letter of Offer misleading and further confirms that it has made all
reasonable enquiries to ascertain such facts.
Minimum subscription

The objects of the Issue involve financing other than financing of capital expenditure for a project and our
Promoter and members of our Promoter Group have undertaken to (i) subscribe to the full extent of their respective
Rights Entitlements, subject to compliance with the minimum public shareholding requirements, as prescribed
under the SCRR; and (ii) have also confirmed that they shall not renounce their Rights Entitlements, except to the
extent of renunciation within the promoter group. Accordingly, in terms of the SEBI ICDR Regulations, the
requirement of minimum subscription in the Issue is not applicable.
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 Draft Letter of Offer with SEBI for rights issues has been increased. The threshold of the
rights issue size under Regulation 3 (b) of the SEBI ICDR Regulations 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 will be filed
with BSE Limited 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.

Withdrawal of the Issue

Subject to provisions of the SEBI ICDR Regulations, the Companies Act and other applicable laws, Our Company
in consultation with the Lead Manager, reserves the right not to proceed with the Issue at any time before the Issue
Opening Date without assigning any reason thereof.

163
If our Company withdraws the Issue anytime after the Issue Opening Date, a public notice within two (2) Working
Days of the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not
proceeding with the Issue shall be issued by our Company. The notice of withdrawal will be issued in the same
newspapers where the pre-Issue advertisement has appeared and the Stock Exchange will also be informed
promptly.

The Lead Manager, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts
within one (1) working Day from the day of receipt of such instruction. Our Company shall also inform the same
to the Stock Exchange.

If our Company withdraws the Issue at any stage including after the Issue Closing Date and subsequently decides
to proceed with an Issue of the Equity Shares, our Company will file a fresh offer document with the stock
exchange where the Equity Shares may be proposed to be listed.

Important

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 the Letter of Offer and must be carefully followed; otherwise the Application is liable to be rejected. It is to be
specifically noted that this Issue of Rights Equity Shares is subject to the risk factors mentioned in “Risk Factors”
on page 20.

All enquiries in connection with this Draft Letter of Offer, the Letter of Offer or Application Form and the Rights
Entitlement Letter must be addressed (quoting the Registered Folio Number or the DP and Client ID number, the
Application Form number and the name of the first Eligible Equity Shareholder as mentioned on the Application
Form and super scribed “Enbee Trade & Finance Limited – Rights Issue” on the envelope to the Registrar at the
following address:

Cameo Corporate Services Limited

Subramanian Building, No. 01,
Club House Road, Chennai- 600 002,
Tamil Nadu, India.
Telephone: +91- 44 – 4002 0700
Facsimile: N.A.
E-mail: priya@cameoindia.com
Website: www.cameoindia.com// https://rights.cameoindia.com/enbee
Investor Grievance e-mail: investor@cameoindia.com
Contact Person: K. Sreepriya
SEBI Registration No.: INR000003753
Validity of Registration: Permanent

The Issue will remain open for a minimum period of 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, of the Government of India, 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. The Union Cabinet, as provided in the
Cabinet Press Release dated May 24, 2017, has given its approval for phasing out the FIPB. 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 now 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, FIPB section, through a memorandum dated
June 5, 2017, has notified the specific ministries handling relevant sectors.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DPIIT issued the Consolidated FDI Policy Circular of 2017 (“FDI Circular 2017”), which, with
effect from August 28, 2017, consolidated and superseded all previous press notes, press releases and clarifications
on FDI issued by the DPIIT that were in force and effect as on August 28, 2017. The Government proposes to
update the consolidated circular on FDI policy once every year and therefore, FDI Circular 2017 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 between FEMA and
such policy pronouncements, FEMA prevails. The Consolidated FDI Policy, issued by the DIPP, consolidates the
policy framework in place as on August 27, 2017, and supersedes all previous press notes, press releases and
clarifications on FDI issued by the DIPP that were in force and effect as on August 27, 2017. The Government
proposes to update the consolidated circular on FDI Policy once every year and therefore the Consolidated FDI
Policy will be valid until the DIPP issues an updated circular.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
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.

As per the existing policy of the Government of India, erstwhile OCBs cannot participate in this Issue.

The above information is given for the benefit of the Applicants / Investors. Our Company and the Lead Manager
are 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 Equity Shares applied for do not exceed the applicable limits under laws or regulations.

165
 SECTION VIII – STATUTORY AND OTHER INFORMATION

Please note that the Rights Equity Shares applied for under this Issue can be allotted only in dematerialized 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 working days prior to the Issue Closing Date by the Eligible Equity Shareholder holding
Equity Shares in physical form as on the Record Date i.e. [●].

166
 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 on the website of the Company at www.enbeetrade.com from the date of this Draft
Letter of Offer until the Issue Closing Date.

1. Material Contracts for the Issue

(i) Issue Agreement dated February 06, 2023 entered into between our Company and the Lead Manager.

(ii) Registrar Agreement dated November 7, 2022 entered into amongst our Company and the Registrar to
the Issue.

(iii) Escrow Agreement dated [●] amongst our Company, the Lead Manager, the Registrar to the Issue and
the Bankers to the Issue.

2. Material Documents

(i) Certified copies of the updated Memorandum of Association and Articles of Association of our Company
as amended from time to time.

(ii) Annual Reports of the Company for the past five years.

(iii) Certificate of incorporation dated July 24, 1985.

(iv) Certificate of commencement of business dated August 6, 1985.

(v) Resolution of the Board of Directors dated January 12, 2023 read with resolution passed by our Board
on December 24, 2021 in relation to the Issue.

(vi) Resolution of the Board of Directors dated February 28, 2023 approving and adopting this Draft Letter
of Offer.

(vii) Resolution of the Board of Directors dated [●] approving and adopting the Letter of Offer.

(viii) Resolution of our Board dated [●], finalizing the terms of the Issue including Issue Price, Record Date
and the Rights Entitlement Ratio.

(ix) Consent of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory
Auditor, Lead manager, Bankers to the Issue*, Legal Advisor, the Registrar to the Issue for inclusion of
their names in the Draft Letter of Offer in their respective capacities.
*To be obtained at the time of filing of the Letter of Offer.

(x) The report dated May 30, 2022 of the Statutory Auditor, on our Audited Financial Statements for the
financial year ended March 31, 2022, included in this Draft Letter of Offer.

(xi) The limited review report dated February 7, 2023 on the unaudited financial statements for the nine
month period ended December 31, 2022 included in this Draft Letter of Offer.

(xii) Statement of Tax Benefits dated February 28, 2023 from the Statutory Auditor included in this Draft
Letter of Offer.

(xiii) Tripartite Agreement dated January 11, 2008 between our Company, NSDL and the Registrar to the
Issue.

(xiv) Tripartite Agreement dated February 25, 2008 between our Company, CSDL and the Registrar to the
Issue.

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(xv) In principle listing approvals dated [●] issued by BSE.

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

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines
issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Draft Letter of Offer is contrary to the provisions of the Companies Act 2013, the
Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder,
as the case may be. We further certify that all the statements and disclosures made in this Draft Letter of Offer are
true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sd/-
Sd/-

Amarr Narendra Galla Ssamta Amar Gaala

(Chairman and Managing Director) (Whole-time Director)

Sd/- Sd/-

Akash Shailesh Gangar Jayesh Gulabbhai Patel

(Independent Director) (Independent Director)

SIGNED BY OUR CHIEF FINANCIAL

OFFICER

Sd/-

Meyhul Narendra Gaala

Place: Mumbai Date: February 28, 2023

169