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01-01-1970 | 12:00 am

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LETTER OF OFFER (“LOF”)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as public shareholders (defined below) of R S C International Limited (“Target Company”). If you require any

clarifications about the action to be taken, you may consult your stockbroker or an investment consultant or the Manager to the Offer (defined

below) or the Registrar to the Offer (defined below). In the event you have recently sold your Equity Shares (defined below) in the Target Company,

please hand over the Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement to the purchaser of the Equity Shares or the

member of the stock exchange through whom the said sale was effected.

OPEN OFFER (“OFFER”) BY

Mr. Shailesh Agrawal (“Acquirer-1”) having

Residential Address at: Hari Kripa Bhawan, Tejendra Nath Lane, Dal Bazar, Gwalior, Madhya Pradesh- 474009, India.

Contact No.: +91-8889033111; Email: shaileshagrawal8001@gmail.com

and

Mr. Ramji Das Agarwal (“Acquirer-2”) having

Residential Address at: Hari Kripa Bhawan, Tejendra Nath Lane, Dal Bazar, Gwalior, Madhya Pradesh- 474009, India.

Contact No.: +91 9425109431; Email: ramjidasagr@gmail.com

(“Acquirer-1” and “Acquirer-2” hereinafter collectively referred to as “Acquirers”)

To the Eligible Shareholder(s) of

R S C International Limited (“Target Company”)

Registered Office: Plot No. 30, Sangam Colony, Opposite VKI Road No. 14, Sikar Road, Jaipur, Rajasthan, India – 302013

Corporate Office: 502, Orchid Plaza, Natakwala Lane, Behind Gokul Shopping centre Borivali (W), Mumbai, Maharashtra, India, 400092

Contact No.:8433936110 | Email id- rscinternational@gmail.com | Website: www.rscltd.in

Corporate Identification Number: L17124RJ1993PLC007136

to acquire up to 14,94,922 (Fourteen Lakhs Ninety Four Thousand Nine Hundred and Twenty Two) Equity Shares of face value of ₹10/- each

(“Offer Shares”) representing 26% (Twenty six per cent) of the total voting share capital of the Target Company on a fully diluted basis, for cash at

a price of ₹ 9.50/- (Rupees Nine and Fifty paisa only) per equity share (“Offer Price”).

Please Note:

1. This Offer is being made by the Acquirers pursuant to Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations”).

2. This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19 of SEBI (SAST) Regulations.

3. There is no differential pricing in this Offer.

4. There is no competitive bid.

5. As on the date of this Letter of Offer, there are no statutory approvals required for the purpose of implementing this Offer. However, if any

statutory or other approval(s) are required or become applicable prior to completion of the Offer, the Offer would be subject to the receipt of

such statutory or other approval(s) being obtained and the Acquirers shall make necessary applications for such approvals. In the event such

statutory approval(s) are not received or refused, the Acquirers will have the right to withdraw the Offer in accordance with Regulation 23 of

the SEBI (SAST) Regulations, 2011.

6. If there is any upward revision in the Offer Price and/or Offer Size by the Acquirers, at any time prior to the commencement of the last 1 (one)

working day before the commencement of the Tendering Period i.e., Monday, June 16, 2025, the same would be informed by way of a public

announcement in the same newspapers where the original Detailed Public Statement was published. Such revision in the Offer Price would be

payable by the Acquirers for all the Offer Shares validly tendered anytime during the Tendering Period of the Offer. If the Offer is withdrawn

pursuant to Regulation 23 of SEBI (SAST) Regulations, the same would be communicated within 2 (two) working days by an announcement

in the same newspapers in which the Detailed Public Statement was published.

7. A copy of the Public Announcement (“PA”), the Detailed Public Statement (“DPS”) are available on the website of Securities and Exchange

Board of India (“SEBI”) at www.sebi.gov.in, and copy of the Draft Letter of Offer (“DLOF”) and Letter of Offer (“LOF”) (including the

Form of Acceptance cum acknowledgement) will also be available on the website of SEBI at www.sebi.gov.in.

All future correspondence, if any, should be addressed to the Manager to the Offer/ Registrar to the Offer at the address mentioned below:

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

SRUJAN ALPHA CAPITAL ADVISORS LLP

Registered Office Address: 112A, 1st floor, Arun Bazar, S.V. Road,

Beside Bank of India, Malad (West), Mumbai - 400 064

Corporate Office Address: 824 & 825, Corporate Avenue, Sonawala

Road, opposite Atlanta Centre, Sonawala Industry Estate, Goregaon,

Mumbai- 400064

Tel. No.: +91 022-46030709;

E-mail: partners@srujanalpha.com

Website: www.srujanalpha.com

Investor Grievance: partners@srujanalpha.com,

jinesh@srujanalpha.com

SEBI Reg. No.: INM000012829

Validity Period: Permanent

Contact Person: Mr. Jinesh Doshi

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

Registered Address: D-153 A, 1st Floor, Okhla Industrial Area, Phase-I,

New Delhi-110020

Tel No.: 011-40450193-97

E-mail: admin@skylinerta.com

Website: www.skylinerta.com

SEBI Registration No.: INR000003241

Validity Period: Permanent

Contact Person: Mr. Anuj Rana

OFFER OPENS ON: Tuesday, June 17, 2025 OFFER CLOSES ON: Tuesday, July 01, 2025

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TENTATIVE SCHEDULE OF MAJOR ACTIVITIES RELATING TO THIS OPEN OFFER

Sr.

No.

Tentative Activity Schedule Original Schedule of

Activities

(Day and Date)

(As specified under the

Draft Letter of Offer)

Revised schedule of

activities (Day and

Date) (Upon receipt

of SEBI Observation

Letter)

1 Public Announcement (PA). Monday, January 20,

2025

Monday, January 20,

2025

2 Publication of DPS in the Newspapers. Friday, January 24,

2025

Friday, January 24,

2025

3 Last date for filing of Draft Letter of Offer with SEBI. Friday, January 31,

2025

Friday, January 31,

2025

4 Last date for public announcement of Competing Offer(s)# Friday, February 14,

2025

Friday, February 14,

2025

5 Last date for receipt of comments from SEBI on the Draft Letter

of Offer will be received (in the event SEBI has not sought

clarifications or additional information from the Manager to the

Offer).

Monday, February 24,

2025

Friday, May 30, 2025

6 Identified Date* Thursday, February 27,

2025

Tuesday, June 03, 2025

7 Last date by which the Letter of Offer to be dispatched to the

Public Shareholders whose name appears on the register of

members on the Identified Date.

Tuesday, March 06,

2025

Tuesday, June 10, 2025

8 Last date by which the committee of the Independent Directors

of the Target Company is required to publish its recommendation

to the Public Shareholders for Offer in the Newspapers.

Monday, March 10,

2025

Thursday, June 12,

2025

9 Last date for upward revision of the Offer Price and/or Offer

Size.

Tuesday, March 11,

2025

Monday, June 16, 2025

10 Date of publication of Open Offer opening Public

Announcement in the newspapers in which the DPS has been

published.

Wednesday, March 12,

2025

Monday, June 16, 2025

11 Date of commencement of the Tendering Period (“Offer

Opening Date”).

Thursday, March 13,

2025

Tuesday, June 17, 2025

12 Date of closure of the Tendering Period (“Offer Closing Date”). Thursday, March 27,

2025

Tuesday, July 01, 2025

13 Last date of communicating the rejection/acceptance and

completion of payment of consideration or return of Equity

Shares to the Public Shareholders of the Target Company.

Tuesday, April 15,

2025

Tuesday, July 15, 2025

14 Last date for publication of post Open Offer public

announcement in the newspapers in which the DPS has been

published.

Wednesday, April 23,

2025

Tuesday, July 22, 2025

Note:

#There has been no competing offer as of the date of this Letter of Offer.

*Identified Date is only for the purpose of determining the Public Shareholders as on such date to whom the Letter of Offer would be sent in

accordance with the SEBI (SAST) Regulations. It is clarified that all the Public Shareholders (even if they acquire Equity Shares and

become shareholders of the Target Company after the Identified Date) are eligible to participate in this Offer any time during the

Tendering Period.

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RISK FACTORS

The risk factors set forth below pertain to this Offer, the Underlying Transactions (defined below) and association with

Acquirers, and do not pertain to the present or future business or operations of the Target Company or any other related

matters. These risk factors are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks

involved in or associated with the participation by a Public Shareholder in the Offer but are merely indicative. Public

Shareholders are advised to consult their legal advisor, stockbroker and investment consultant and/ or tax advisors, for

analysing all the risks with respect to their participation in the Offer.

For capitalized terms used hereinafter, please refer to the ‘Definitions’ set out below.

A. Risks relating to Underlying Transaction

The consummation of the Underlying Transaction is subject to the conditions as specified under Paragraph 3.1.6 under the section

3.1. titled as ‘Background of the Offer’ under Paragraph 3 titled as ‘Details of this Offer’ on page 10 of this Letter of Offer.

B. Risks relating to this Offer

1. This is a mandatory Offer for acquisition of up to 14,94,922 (Fourteen Lakhs Ninety Four Thousand Nine Hundred and

Twenty Two) Offer Shares representing 26.00% of the Total Voting Share Capital of the Target Company, made by the

Acquirers at an Offer Price of ₹ 9.50/- (Rupees Nine and Fifty paisa only) per Offer Share, payable in cash. Assuming full

acceptance, the total consideration payable by the Acquirers under the Offer at the Offer Price aggregates to ₹ 1,42,01,759/-

(Rupees One Crore Forty Two Lakhs One Thousand Seven Hundred and Fifty Nine only), in accordance with the provisions

of Regulation 9(1)(a) of the SEBI (SAST) Regulations, that will be offered to the Public Shareholders who validly tender their

Equity Shares in the Open Offer, subject to the terms and conditions set out in the Offer Documents. If the number of Equity

Shares validly tendered by the Public Shareholders under this Offer is more than the Offer Size, then the Offer Shares validly

tendered by the Public Shareholders will be accepted on a proportionate basis, subject to acquisition of a maximum of

14,94,922 (Fourteen Lakhs Ninety Four Thousand Nine Hundred and Twenty Two) Equity Shares, representing 26.00% of the

Total Voting Share Capital.

2. Accordingly, there is no assurance that all the Equity Shares tendered by the Public Shareholders in this Offer will be

accepted. The lien marked against the unaccepted Equity Shares tendered by the Public Shareholders shall be released in

accordance with the schedule of activities for this Offer.

3. In accordance with Regulation 23(1) of the SEBI (SAST) Regulations, this Offer, shall not be withdrawn except under the

following circumstances:

3.1. If statutory approvals required for this Offer or for acquisition of ‘Sale Shares’ as stipulated under the Share Purchase

Agreement are refused, provided these requirements for approval have been disclosed in the Detailed Public Statement

and the Letter of Offer;

3.2. If the Acquirers, being a natural person, passes away;

3.3. Any condition stipulated in the Share Purchase Agreement attracting the obligation to make the Open Offer is not met

for reasons outside the reasonable control of the Acquirers, and such Share Purchase Agreement is rescinded, subject to

such conditions having been specifically disclosed in this Detailed Public Statement and the Letter of Offer.

3.4. If SEBI determines that circumstances merit the withdrawal of the Offer, in which case SEBI shall issue a reasoned order

permitting the withdrawal, which will be published on SEBI’s official website.

In the event of the withdrawal of the open offer, the Acquirers shall, through the Manager to the Offer, within 2

Working Days of such withdrawal, make an announcement in the Newspapers in which the Detailed Public Statement

for this Offer was published, providing the grounds and reasons for the withdrawal. Simultaneously with the

announcement, the Acquirers shall inform in writing the SEBI, BSE Limited, and the Target Company at its

registered office.

4. The Acquirers in terms of Regulation 18 (11) of SEBI (SAST) Regulations, are responsible to pursue all statutory approvals in

order to complete this Offer without any default, neglect or delay. In the event, the Acquirers are unable to make the payment

to the Public Shareholders who have accepted this Offer within such period owing to non-receipt of statutory approvals

required by the Acquirers, SEBI may, where it is satisfied that such non-receipt was not attributable to any wilful default,

failure or neglect on the part of the Acquirers to diligently pursue such approvals, grant extension of time for making

payments, subject to the Acquirers agreeing to pay interest to the shareholders for the delay at such rate as may be Acquirers

shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required to

complete this Offer. Consequently, payment of consideration to the Public Shareholders of the Target Company whose Equity

Shares have been accepted in this Offer as well as the return of the Equity Shares not accepted by Acquirers may be delayed.

5. In accordance with the provisions of Regulation 1 (11A) of the SEBI (SAST) Regulations, if there is any delay in making

payment to the Public Shareholders who have accepted this Offer, the Acquirers will be liable to pay interest at the rate of

10% per annum for the period of delay. This obligation to pay interest is without prejudice to any action that the SEBI may

take under Regulation 32 of the SEBI (SAST) Regulations of the relevant regulations or under the Act.

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However, it is important to note that if the delay in payment is not attributable to any act of omission or commission by the

Acquirers, or if it arises due to reasons or circumstances beyond the control of the Acquirers, SEBI may grant a waiver from

the obligation to pay interest. Public Shareholders should be aware that while such waivers are possible, there is no certainty

that they will be granted, and as such, there is a potential risk of delayed payment along with the associated interest.

6. In the event of number of Offer Shares validly tendered by the eligible Public Shareholders under this Offer is more than the

Offer Size, the acceptance will be on a proportionate basis as per SEBI (SAST) Regulations and hence there is no certainty

that all Offer Shares tendered by the Public Shareholders in the Offer will be accepted in a fair and equitable manner and does

not result in non-marketable lots, provided that the acquisition of Offer Shares from an eligible Public Shareholder shall not be

less than the minimum marketable lot, or the entire holding if it is less than the marketable lot. The marketable lot for the

Equity Shares for the purpose of this Offer shall be 1 (One) only. Accordingly, there is no assurance that all the Equity Shares

tendered by the Public Shareholders in this Offer will be accepted. The lien marked against the unaccepted Equity Shares

tendered by the Public Shareholders shall be released in accordance with the schedule of activities for this Offer.

7. As on the date of this Letter of Offer, except as stated under Paragraph 7.3 titled as ‘Statutory Approvals and conditions of

the Offer’ at page 25 of this Letter of Offer, there are no statutory approvals required to acquire the Equity Shares that are

validly tendered pursuant to this Offer or to complete this Offer. However, if any other statutory approvals are required or

become applicable later before closure of the Tendering Period, then this Offer would be subject to the receipt of such other

statutory approvals that may become applicable later, and Acquirers shall make the necessary applications for such statutory

approvals and this Offer would also be subject to such other statutory or other governmental approval(s).

8. The acquisition of Equity Shares under this Offer from all Public Shareholders (resident and non-resident) is subject to all

approvals required to be obtained by such Public Shareholders in relation to this Offer and the transfer of Equity Shares held

by them to Acquirers. Further, if the Public Shareholders who are not persons resident in India require or had required any

approvals in respect of the transfer of Equity Shares held by them, they will be required to submit such previous approvals that

they would have obtained for holding the Equity Shares, to tender their Equity Shares held by them pursuant to this Offer,

along with the other documents required to be tendered to accept this Offer. In the event such prior approvals are not

submitted, Acquirers reserve his right to reject such Equity Shares tendered in this Offer. If the Equity Shares are held under

general permission of the RBI, the non-resident Public Shareholder should state that the Equity Shares are held under general

permission and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.

9. In terms of circular issued by SEBI bearing reference number SEBI/ HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020,

Eligible Public Shareholders holding Equity Shares in physical form are allowed to tender their Equity Shares in the Open

Offer. However, the acceptance of the Equity Shares in physical form tendered in this Open Offer would be conditional on the

Eligible Public Shareholders holding the physical Equity Shares and wishing to tender the same in the Open Offer, following

the process laid out in more detail in the Letter of Offer diligently and submitting all the required documents for the purpose of

ensuring that their physical Equity Shares can be verified and confirmed by the Registrar to the Offer. Equity Shares, once

tendered through the Form of Acceptance-cum-Acknowledgement (as applicable) in the Open Offer, cannot be withdrawn by

the Public Shareholders, even if the acceptance of their Equity Shares in this Open Offer and payment of consideration are

delayed.

10. A lien shall be marked against the shares of the Public Shareholders participating in the tender offers. Upon finalisation of the

entitlement, only accepted quantity of shares shall be debited from the demat account of the Public Shareholders. The lien

marked against unaccepted shares shall be released. The detailed procedure for tendering and settlement of shares under the

revised mechanism is specified in the Chapter 4 to the SEBI Master Circular for SEBI (SAST) Regulations bearing reference

number SEBI/HO/CFD/PoD1/P/CIR/2023/31 dated February 16, 2023.

11. The Public Shareholders will not be able to trade in such Equity Shares which have been tendered in the Open Offer. During

such period, there may be fluctuations in the market price of the Equity Shares.

12. This Letter of Offer has not been filed, registered, or approved in any jurisdiction outside India. Recipients of this Letter of

Offer, residents in jurisdictions outside India should inform themselves of and comply with all applicable legal requirements.

This Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the

applicable laws or regulations or would subject the Acquirers or the Manager to the Offer to any new or additional registration

requirements. This is not an offer for sale, or a solicitation of an offer to buy in, any foreign jurisdictions covered under the

Sub-Paragraph titled ‘General Disclaimer’ under Paragraph 2 titled as ‘Disclaimer Clause’ on page 9 of this Letter of Offer

and cannot be accepted by any means or instrumentality from within any such foreign jurisdictions.

13. Public Shareholders are advised to consult their respective stockbroker, legal, financial, investment or other advisors and

consultants of their choice, if any, for assessing further risks with respect to their participation in this Offer, and related

transfer of Equity Shares to Acquirer. Public Shareholders are advised to consult their respective tax advisors for assessing the

tax liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective

assessing officers in their case, and the appropriate course of action that they should take. Acquirers and the Manager to the

Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Letter of Offer.

14. In relation to this Offer, Acquirers, and the Manager accept responsibility only for the statements made by them in the Offer

Documents issued by or at the instance of Acquirers, or the Manager in relation to this Offer (other than information

pertaining to the Target Company or Seller which has been obtained from publicly available sources or provided by the Target

Company). Further, the Acquirers and the Manager to the Offer do not accept any responsibility with respect to the

information/misstatement provided by the Target Company and the Seller.

15. Anyone placing reliance on any sources of information (other than as mentioned in this paragraph) would be doing so at

his/her/its own risk.

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16. The information contained in this Letter of Offer is as of the date of this Letter of Offer unless expressly stated otherwise.

C. Risks involved in associating with the Acquirers

1. Neither the Acquirers, nor the Manager make any assurance with respect to the financial performance of the Target Company

or the continuance of past trends in the financial performance or future performance of the Target Company nor do they make

any assurance with respect to the market price of the Equity Shares of the Target Company, before, during or after this Offer.

Each of the Acquirers, and the Manager expressly disclaim any responsibility or obligation of any kind (except as required

under applicable law) with respect to any decision by any Public Shareholder on whether to participate or not in this Offer.

2. The Acquirers make no assurance with respect to their investment or divestment decisions relating to their proposed

shareholding in the Target Company.

3. Certain information pertaining to the Target Company and the Sellers contained in this Letter of Offer or any other Offer

Documents made in connection with the Offer has been compiled from publicly available sources which has not been

independently verified by the Acquirers or the Manager to the Offer. Further, the Acquirers and the Manager to the Offer do

not accept any responsibility with respect to the information/misstatement provided by the Target Company.

4. Neither the Acquirers nor the Manager nor the Registrar accept any responsibility for any loss of documents during transit

(including but not limited to Offer acceptance forms, copies of delivery instruction slips, etc.), and Public Shareholders are

advised to adequately safeguard their interest in this regard.

5. As per Regulation 38 of the SEBI (LODR) Regulations read with Rule 19A of the SCRR, the Target Company is required

to maintain minimum public shareholding, as determined in accordance with the SCRR, on a continuous basis for listing.

Upon completion of the Transactions, the public shareholding in the Target Company shall stand at 36.95%. However, in

event that the public shareholding in the Target Company falls below the minimum level required as per Rule 19A of the

SCRR, the Acquirer will ensure that the Target Company satisfies the minimum public shareholding set out in Rule 19A of

SCRR in compliance with applicable laws, within the prescribed time.

D. Currency of Presentation

In this Letter of Offer,

i. All references to ‘₹’, ‘Rs.’, ‘Rupees’, ‘Re’, ‘Rupee’ are references to the official currency of India.

ii. Throughout this Letter of Offer, all figures have been expressed in ‘Lakhs’ unless otherwise specifically stated.

iii. Any discrepancy in any table between the total and sums of the amounts listed are due to rounding off and/ or regrouping.

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TABLE OF CONTENET

1. DEFINITIONS AND ABBREVIATIONS ............................................................................................................ 06

2. DISCLAIMER CLAUSE ....................................................................................................................................... 09

3. DETAILS OF THIS OFFER ................................................................................................................................ 10

4. BACKGROUND OF ACQUIRERS ..................................................................................................................... 14

5. BACKGROUND OF THE TARGET COMPANY .............................................................................................. 16

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS ................................................................................... 20

7. TERMS AND CONDITIONS OF THE OFFER ................................................................................................. 23

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT ............................................................................. 26

9. NOTE ON TAXATION ......................................................................................................................................... 30

10. DOCUMENTS FOR INSPECTION ..................................................................................................................... 31

11. DECLARATION BY THE ACQUIRERS............................................................................................................ 32

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1. DEFINITIONS AND ABBREVIATIONS

Particulars Details/Definition

Acquirer-1 Mr. Shailesh Agrawal, (“Acquirer-1”), residing at Hari Kripa Bhawan, Tejendra Nath Lane,

Dal Bazar, Gwalior, Madhya Pradesh-474009, India

Acquirer-2 Mr. Ramji Das Agarwal, (“Acquirer-2”), residing at Hari Kripa Bhawan, Tejendra Nath

Lane, Dal Bazar, Gwalior, Madhya Pradesh-474009, India

Acquisition Window The facility for acquisition of Equity Shares through stock exchange mechanism pursuant to

this Offer shall be available on the BSE Limited, in the form of a separate window.

Acquisition Window Circulars Stock exchange mechanism as provided under SEBI (SAST) Regulations and the SEBI

Circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, as amended from time to

time, read with the SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, as

amended from time to time and SEBI Circular SEBI/HO/CFD/ DCR-III/CIR/P/2021/615

dated August 13, 2021 and SEBI master circular SEBI/HO/CFD/PoD-1/P/ CIR/2023/31

dated February 16, 2023, as amended from time to time and notices/ guidelines issued by

BSE Limited and the Clearing Corporation in relation to the mechanism/ process for the

acquisition of shares through the stock exchange pursuant to the tender offers under

takeovers, buy back and delisting, as amended and updated from time to time.

AOA Articles of Association of Target Company

Board of Directors Board of Directors of the Target company

BSE BSE Limited

Buying Broker Stock-broker appointed by Acquirers for the purpose of this Open Offer i.e., Shreni

Shares Limited

CKYC Central know your client

CIN Corporate Identification Number

Clearing Corporation Indian Clearing Corporation Limited (ICCL) for the BSE Limited

Companies Act The Companies Act, 1956 and the Companies Act, 2013 (to the extent applicable) as

amended, substituted, or replaced from time to time.

Depositories Central Depository Services Limited (CDSL) and National Securities Depository Limited

(NSDL).

Designated Stock Exchange BSE Limited

Detailed Public Statement/ DPS Detailed Public Statement dated January 24, 2025 issued by the Manager to the Offer, on

behalf of the Acquirers, in relation to the Offer and published in all editions of Financial

Express (English), Jansatta (Hindi), Business Remedies (Hindi) (Jaipur Edition– Registered

Office of Company) and Pratahkal ( Marathi) (Mumbai Edition where Stock Exchange is

situated) on January 24, 2025 in accordance with the Regulations 3(1) and 4 read with

Regulations 13(4), 14 and 15(2) and other applicable regulations of the SEBI (SAST)

Regulations.

DIN Director Identification Number

DP Depository Participant

DLOF/ Draft Letter of Offer The Draft Letter of Offer dated January 31, 2025, filed and submitted with SEBI pursuant to

the provisions of Regulation 16 (1) of the SEBI (SAST) Regulations, for its observations.

Eligible Shareholders /

Public Shareholders

All the public shareholders of the Target Company other than the Acquirers and the parties

to the Share Purchase Agreement, in compliance with the provisions of Regulation 7(6)

of the SEBI (SAST) Regulations.

EPS Earnings Per Share calculated as profit after tax divided by number of equity shares

issued.

Equity Share(s)/ Share(s) The Equity Shares of the Target Company of face value of ₹ 10/- (Rupees Ten only) each of

the Target Company.

Equity Share Capital The Issued, Subscribed and Paid-up share capital of the Target Company as on the date of

this Letter of Offer is ₹ 5,74,97,000/- (Rupees Five Crores Seventy Four Lakhs Ninety

Seven Thousand only) comprising 57,49,700 (Fifty Seven Lakhs, Forty Nine Thousand,

Seven Hundred) Equity Shares of face value of ₹ 10/- each.

Escrow Agreement Escrow Agreement dated January 20, 2025 entered between the Acquirers, Escrow Bank

and Manager to the Offer.

Escrow Bank / Escrow Agent IndusInd Bank Limited

FEMA The Foreign Exchange Management Act, 1999, as amended or modified from time to time.

FII(s) Foreign Institutional Investors registered with SEBI.

Identified Date Tuesday, June 03, 2025 i.e., the date falling on the 10th (tenth) working day prior to the

commencement of the tendering period, for the purposes of determining the Public

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Shareholders to whom the Letter of Offer shall be sent

Letter of Offer/ LOF The Letter of Offer, duly incorporating SEBI’s comments on the Draft Letter of Offer

Manager to the Offer / Manager Srujan Alpha Capital Advisors LLP

NRI Non-Resident Indians as defined in Foreign Exchange Management (Deposit) Regulations,

2000, as amended

OCB Overseas Corporate Body, as defined under the Foreign Exchange Management

(Deposit) Regulations, 2000.

Offer/Open Offer Up to 14,94,922 (Fourteen Lakhs Ninety Four Thousand Nine Hundred and Twenty Two)

Equity Share of face value of ₹ 10/- each representing 26% of total voting share capital of

the Target Company at a price of ₹ 9.50/- (Rupees Nine and Fifty paisa only) per Equity

Share payable in cash.

Offer Consideration The maximum consideration payable under this Offer, assuming full acceptance, is ₹

1,42,01,759/- (Rupees One Crore Forty Two Lakhs One Thousand, Seven Hundred and

Fifty Nine Only).

Offer Documents Public Announcement, Detailed Public Statement, Draft Letter of Offer, Letter of Offer,

Recommendation of the Committee of the Independent Directors of the Company, Pre-

Offer to Detailed Public Statement, and Post Offer Public Announcement, and any other

notices, advertisements, and corrigendum issued by or on behalf of the Manager

Offer Period The period between the date on which the PA i.e., January 20, 2025 was issued by the

Acquirers and the date on which the payment of consideration to the Public Shareholders

whose Equity Shares are validly accepted in this offer, is made, or the date on which this

Offer is withdrawn, as the case may be.

Offer Price ₹ 9.50/- (Rupees Nine and Fifty paisa only) per Equity Share

Offer Shares Up to 14,94,922 (Fourteen Lakhs Ninety Four Thousand Nine Hundred and Twenty Two)

Equity Share of face value of ₹ 10/- each representing 26% of total voting share capital of the

Target Company.

Offer Size Up to ₹ 1,42,01,759/- (Rupees One Crore Forty Two Lakhs One Thousand, Seven Hundred

and Fifty Nine Only) assuming full acceptance.

Promoters The existing promoters of the Target Company (in accordance with the provisions of

Regulations 2 (1) (s), and 2 (1) (t) of the SEBI (SAST) Regulations, read with Regulations

2 (1) (oo) and 2 (1) (pp) of the SEBI (ICDR) Regulations), in this case, namely being Mr.

Gyan Chand Jain, Mrs. Alka Jain, Mr. Ankur Jain, Mr. Ashok Jain, Mr. Bansi Lal Jain, Mr.

Chain Raj Meena and Mr. Lal Chand Jain.

Promoter Group The member of Promoter Group being Mascot Fashions Private Limited

Public Announcement/PA The Public Announcement dated Monday, January 20, 2025, issued in accordance and

compliance with the provisions of Regulations 3 (1), and 4 read with Regulations 13 (1),

14, and 15 (1) of the SEBI (SAST) Regulations

RBI Reserve Bank of India

Registrar to the Company Alankit Assignments Limited

Registrar to the Offer Skyline Financial Services Private Limited

RoC Registrar of Companies, C/6-7, 1st Floor, Residency Area, Civil Lines, Jaipur, Rajasthan –

302 001, India.

SCRR Securities Contract (Regulations) Rules, 1957, as amended

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992, as amended

SEBI (ICDR) Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 and subsequent amendment thereto.

SEBI (LODR) Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, and subsequent amendment thereto.

SEBI (SAST) Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeover)

Regulations, 2011 and subsequent amendments thereof.

Sellers Shall mean Mr. Gyanchand Jain, Mrs. Alka Jain, Mr. Ankur Jain M / s . Mascot Fashions

Private Limited, , and

Selling Broker Respective stockbrokers of all eligible shareholders who desire to tender their Shares under

the Open Offer

Stock Exchange BSE Limited

Share Purchase Agreement /

SPA

Share Purchase Agreement dated January 20, 2025 executed between, the Acquirers and

Sellers pursuant to which Acquirers has agreed to acquire 21,30,678 (Twenty One Lakh

Thirty Thousand Six Hundred and Seventy-Eight) (“Sale Shares”) Equity Shares of the

Target Company constituting 37.06% of the share capital of the Target Company on a Fully

----------------Page (8) Break----------------

Diluted Basis at a price of ₹ 9.50/- (Rupees Nine and Fifty paisa only) per Equity Share of

the Target Company aggregating to ₹ 2,02,41,441/- (Rupees Two Crore Two Lakh Forty

One Thousand Four Hundred and Forty One only)

Target Company / R S C R S C International Limited, having its registered office at Plot No. 30, Sangam Colony,

Opposite VKI Road No. 14, Sikar Road, Jaipur, Rajasthan, India – 302013 and corporate

office at 502, Orchid Plaza, Natakwala Lane, Behind Gokul Shopping centre Borivali (W),

Mumbai, Maharashtra, India, 400092.

Tendering Period The meaning ascribed to it under Regulation 2(1) (za) of the SEBI (SAST) Regulations. In

this case the tentative period proposed to commence Tuesday, June 17, 2025 to Tuesday,

July 01, 2025, both days inclusive

Total Voting Share Capital The total voting equity share capital of the Target Company on fully diluted basis as of the

10th (Tenth) working day from the closure of the tendering period of the Open Offer

Underlying Transaction The transaction for acquisition of Sale Shares as contemplated under the Share Purchase

Agreement.

Working Day Working days of SEBI as defined under Regulation 2(1) (zf) of the SEBI (SAST)

Regulations.

Note:

1. All terms beginning with a capital letter used in this Letter of Offer, but not otherwise defined herein, shall have the

meaning ascribed thereto in the SEBI (SAST) Regulations unless specified.

2. In this Letter of Offer, any reference to the singular will include the plural and vice-versa.

----------------Page (9) Break----------------

2. DISCLAIMER CLAUSE

DISCLAIMER CLAUSE OF SEBI

‘IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THIS LETTER OF OFFER WITH SECURITIES AND

EXCHANGE BOARD OF INDIA SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT, THE SAME

HAS BEEN CLEARED, VETTED, OR APPROVED BY SECURITIES AND EXCHANGE BOARD OF INDIA. THIS

LETTER OF OFFER HAS BEEN SUBMITTED TO SECURITIES AND EXCHANGE BOARD OF INDIA FOR A

LIMITED PURPOSE FOR OVERSEEING WHETHER THE DISLOSURES CONTAINED THEREIN ARE GENERALLY

ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA

(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, INCLUDING SUBSEQUENT

AMENDMENTS THERETO. THIS REQUIREMENT IS TO FACILITATE PUBLIC SHAREHOLDERS OF R S C

INTERNATIONAL LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THIS OFFER. SECURITIES

AND EXCHANGE BOARD OF INDIA DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL

SOUNDNESS OF THE ACQUIRERS AND THE PERSON ACTING IN CONCERT OR FOR THE TARGET COMPANY

WHOSE EQUITY SHARES AND CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF

THE STATEMENTS MADE OR THE OPINIONS EXPRESSED IN THIS LETTER OF OFFER. IT SHOULD ALSO BE

CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS AND THE PERSON ACTING IN CONCERT ARE

PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY, AND DISCLOSURE OF ALL THE RELEVANT

INFORMATION IN THIS LETTER OF OFFER, THE MANAGER IS EXPECTED TO EXERCISE DUE-DILIGENCE TO

ENSURE THAT ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF,

AND TOWARDS THIS PURPOSE, THE MANAGER HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED

FRIDAY, JANUARY 31, 2025, TO SECURITIES AND EXCHANGE BOARD OF INDIA IN ACCORDANCE WITH THE

PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES

AND TAKEOVERS) REGULATIONS, 2011, INCLUDING SUBSEQUENT AMENDMENTS THERETO. THE FILING OF

THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE ACQUIRERS FROM THE REQUIREMENT OF

OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THIS OFFER.’

GENERAL DISCLAIMER

THIS LETTER OF OFFER TOGETHER WITH THE DETAILED PUBLIC STATEMENT, AND THE PUBLIC

ANNOUNCEMENT IN CONNECTION WITH THIS OFFER, HAVE BEEN PREPARED FOR THE PURPOSES OF

COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OF INDIA, INCLUDING THE SEBI ACT AND THE

SEBI (SAST) REGULATIONS, AND HAS NOT BEEN REGISTERED OR APPROVED UNDER ANY LAWS OR

REGULATIONS OF ANY COUNTRY OUTSIDE OF INDIA. THE DISCLOSURES IN THIS LETTER OF OFFER AND

THE OPEN OFFER PARTICULARS INCLUDING BUT NOT LIMITED TO THE OFFER PRICE, OFFER SIZE AND

PROCEDURES FOR ACCEPTANCE AND SETTLEMENT OF THE OPEN OFFER ARE GOVERNED BY SEBI (SAST)

REGULATIONS, AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS OF INDIA, THE PROVISIONS OF

WHICH MAY BE DIFFERENT FROM THOSE OF ANY JURISDICTION OTHER THAN INDIA. THE INFORMATION

CONTAINED IN THIS LETTER OF OFFER IS AS OF THE DATE OF THIS LETTER OF OFFER. THE ACQUIRERS,

THE MANAGER TO THE OFFER ARE UNDER NO OBLIGATION TO UPDATE THE INFORMATION CONTAINED

HEREIN AT ANY TIME AFTER THE DATE OF THIS LETTER OF OFFER.

NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT THIS OFFER IN ANY JURISDICTION WHERE ACTION

WOULD BE REQUIRED FOR THAT PURPOSE. THE LETTER OF OFFER SHALL BE SENT TO ALL PUBLIC

SHAREHOLDERS WHOSE NAMES APPEAR IN THE REGISTER OF MEMBERS OF THE TARGET COMPANY, AT

THEIR STATED ADDRESS, AS OF THE IDENTIFIED DATE. HOWEVER, RECEIPT OF THE LETTER OF OFFER BY

ANY PUBLIC SHAREHOLDER IN A JURISDICTION IN WHICH IT WOULD BE ILLEGAL TO MAKE THIS OFFER,

OR WHERE MAKING THIS OFFER WOULD REQUIRE ANY ACTION TO BE TAKEN (INCLUDING, BUT NOT

RESTRICTED TO, REGISTRATION OF THIS LETTER OF OFFER AND/OR THE LETTER OF OFFER UNDER ANY

LOCAL SECURITIES LAWS), SHALL NOT BE TREATED BY SUCH PUBLIC SHAREHOLDER AS AN OFFER BEING

MADE TO THEM, AND SHALL BE CONSTRUED BY THEM AS BEING SENT FOR INFORMATION PURPOSES

ONLY. ACCORDINGLY, NO SUCH PUBLIC SHAREHOLDER MAY TENDER HIS/ HER/ ITS EQUITY SHARES IN

THIS OFFER IN SUCH JURISDICTION.

PERSONS IN POSSESSION OF THE OFFER DOCUMENTS ARE REQUIRED TO INFORM THEMSELVES OF ANY

RELEVANT RESTRICTIONS. ANY PUBLIC SHAREHOLDER WHO TENDERS HIS, HER, OR ITS EQUITY SHARES

IN THIS OFFER SHALL BE DEEMED TO HAVE DECLARED, REPRESENTED, WARRANTED, AND AGREED THAT

HE, SHE, OR IT IS AUTHORIZED UNDER THE PROVISIONS OF ANY APPLICABLE LOCAL LAWS, RULES,

REGULATIONS, AND STATUTES TO PARTICIPATE IN THIS OFFER.

----------------Page (10) Break----------------

3. DETAILS OF THIS OFFER

3.1. Background of the Offer

3.1.1. This is a triggered mandatory open offer in compliance with the provisions of Regulations 3 (1) and 4 of the SEBI

(SAST) Regulations pursuant to the execution of the Share Purchase Agreement for the acquisition of substantial

number of Equity Shares, Voting Share Capital, and control over the Target Company.

3.1.2. The salient features of the Share Purchase Agreement are outlined as below:

3.1.2.1. The Acquirers have entered into a Share Purchase Agreement dated Monday, January 20, 2025, with the

Sellers, pursuant to which the Acquirers have agreed to acquire, 21,30,678 (Twenty One Lakh Thirty

Thousand Six Hundred and Seventy Eight) Sale Shares, which constitutes 37.06% (Thirty Seven point

zero six percent) of the Share Capital of the Target Company, on fully diluted basis at a price of ₹9.50/-

(Rupees Nine and Fifty paisa only) per Sale Share, for an aggregate consideration ₹ 2,02,41,441/-

(Rupees Two Crore Two Lakh Forty One Thousand Four Hundred and Forty One only), subject to the

conditions specified in the Share Purchase Agreement.

3.1.2.2. The Acquirers have agreed to purchase the Sale Shares from the Sellers on the terms set out in the Share

Purchase Agreement. The Sale Shares shall be sold with full legal and beneficial title and free from

encumbrances with all rights then attaching to them.

3.1.2.3. The details of Sellers of Sale Shares:

Sr.

No.

Name including past

name, if any and

Address/Registered

Office of the Sellers

Nature

Entity/

Individ

ual

Part of

the

Promoter

Group

(Yes /

No)

Name of

the stock

exchange

in India or

abroad

where

listed

Details of shares / voting rights

held by the selling shareholder

Pre-Transaction Post-Transaction

No. of

Equity

% No. of

Equity

1 Mr. Ankur Jain

Address: 402,

Prathamesh Tower

Link Road, Near Don

Bosco, Borivali West,

Mumbai, Maharashtra,

400091

Individual Yes

(Promoter

)

N.A 5,35,800 9.32 NIL NIL

2 Mrs. Alka Jain

Address: 402,

Prathamesh Tower

Link Road, Near Don

Bosco, Borivali West,

Mumbai, Maharashtra,

400091

Individual Yes

(Promoter

)

N.A 4,91,430 8.55 NIL NIL

3 Mr. Gyan Chand Jain

Address: 402,

Prathamesh Tower

Link Road, Near Don

Bosco, Borivali West,

Mumbai, Maharashtra,

400091

Individual Yes

(Promoter

)

N.A 4,75,330 8.27 NIL NIL

4 Mascot Fashions

Private Limited

CIN:

U18101MH2004PTC

148640

Address: 502 Orchid

Plaza, Natakwala

Lane, Behind Gokul

Shopping Centre

Borivali (W), Mumbai

Maharashtra, India,

400092

Private

Limited

Company

Yes

(Promoter

Group)

Not Listed 6,28,118 10.92 NIL NIL

Total 21,30,678 37.06

----------------Page (11) Break----------------

3.1.2.4. Except as stated below, there are no conditions as stipulated in the Share Purchase Agreement, the

meeting of which would be outside the reasonable control of Acquirers, and in view of which the Offer

might be withdrawn under Regulation 23(1) of the SEBI (SAST) Regulations:

3.1.2.4.1. In the event of termination of the Share Purchase Agreement, as per the termination clause as

stipulated in the Share Purchase Agreement, the details of which are specified as under:

i. The Parties may mutually agree in writing to terminate this Agreement; or

ii. The Sellers shall have the unequivocal right to terminate this Agreement if the Purchaser

fails to diligently follow the open offer process outlined in Clause 5 (Post Transfer Of Sales

Consideration) in a timely manner and in strict adherence to the rules and regulations set

forth by the Securities and Exchange Board of India (SEBI); or

iii. If there is any breach or default by Sellers of their obligations, representations and

Warranties set out under this Agreement, the Purchaser shall provide 15 (fifteen) days'

written notice to the Sellers that they have failed to perform their obligations or breached a

representation or warranty, in each case, as set forth in this Agreement. If the Sellers fail to

rectify and remedy such breach within the notice period of 15 (fifteen) days, then unless

otherwise mutually agreed in writing between the Parties, the Purchaser shall be entitled to

terminate this Agreement upon the expiry of the notice period.

3.1.3. Upon consummation of the Underlying Transaction contemplated in the Share Purchase Agreement and post

successful completion of the Offer, the Acquirers will acquire control over the Target Company and the Acquirers

shall become the promoters of the Target Company in accordance with the provisions of Regulation 31A and other

applicable provisions of the SEBI (LODR) Regulations.

3.1.4. There is/ are no person acting in concert/s with Acquirers within the meaning of Regulation 2(1)(q) of the SEBI

(SAST) Regulations.

3.1.5. This Offer is not a result of global acquisition resulting in indirect acquisition of the Target Company.

3.1.6. The Acquirers have not been prohibited by the SEBI from dealing in securities, in terms of Section 11B of the

SEBI Act or under any of the regulations made under the SEBI Act.

3.1.7. The Acquirers have not appointed any representative as a nominee directors or representatives on the Board of

Directors of the Target Company as of the date of this Letter of Offer.

3.1.8. As per the provisions of Regulations 26 (6) and 26 (7) of the SEBI (SAST) Regulations, the Board of Directors of

the Target Company is required to constitute a committee of Independent Directors who would provide written

reasoned recommendation on this Offer to the Public Shareholders of the Target Company and such

recommendations shall be published at least 2 working days before the commencement of the Tendering Period in

the same newspapers.

3.2. Details of the proposed offer:

3.2.1. The Public Announcement announcing the Offer under the provisions of Regulations 3 (1), and 4 read with

Regulations 13 (1) and 15 (1) of the SEBI (SAST) Regulations was issued on Monday, January 20, 2025, by the

Manager, for and on behalf of Acquirers. An electronic copy of the said Public Announcement was filed with SEBI,

BSE Limited, and the Target Company on Monday, January 20, 2025.

3.2.2. The Detailed Public Statement dated Friday, January 24, 2025, was published in the following newspapers on

Friday, January 24, 2025, in accordance with the provisions of Regulation 14 (3) of the SEBI (SAST) Regulations:

Sr.

No.

Publication Language Editions

1 Financial Express English All Editions

2 Jansatta Hindi All Editions

3 Prathakal Marathi Mumbai Edition -

Place of Stock Exchange at which shares of Target

Company are listed

4 Business Remedies Hindi Jaipur Edition -

Place of Registered office of Target Company is

situated

A copy of the said Detailed Public Statement was filed with SEBI, BSE Limited, and the Target Company at its registered

office on Friday, January 24, 2025.

3.2.3. The Detailed Public Statement along with other Offer Documents is/ shall also be available on the website of SEBI

accessible at www.sebi.gov.in, the website of BSE Limited accessible at www.bseindia.com, and the website of the

Manager accessible at www.srujanalpha.com.

3.2.4. The Acquirers have proposed to acquire from the Public Shareholders up to 14,94,922 (Fourteen Lakh Ninety Four

Thousand Nine Hundred and Twenty Two) Offer Shares, representing 26.00% of the Total Voting Share Capital of

the Target Company at an Offer Price of ₹ 9.50/- (Rupees Nine and Fifty paisa only) per Offer Share, aggregating

to an amount of ₹ 1,42,01,759/- (Rupees One Crore Forty Two Lakhs One Thousand, Seven Hundred and Fifty

----------------Page (12) Break----------------

Nine only) payable in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST)

Regulations, and subject to the terms and conditions set out in the Offer Documents.

3.2.5. As of the date of this Letter of Offer, as per the shareholding pattern filed with BSE Limited for the quarter ended

March 31, 2025, there are no partly paid-up Equity Shares of the Target Company or other convertible instruments

(including fully convertible securities/ partially convertible securities and employee stock options) issued by the

Target Company.

3.2.6. The Acquirers will accept all the Offer Shares of the Target Company, that are tendered in valid form in terms of

this Offer up to a maximum of 14,94,922 (Fourteen Lakh Ninety Four Thousand Nine Hundred and Twenty Two)

Equity Shares, representing 26.00% of the Total Voting Share Capital of the Target Company.

3.2.7. The Acquirers have not purchased any Equity Shares of the Target Company from the date of the Public

Announcement to the date of this Letter of Offer.

3.2.8. The Acquirers have deposited an amount of ₹ 36,00,000/- (Rupees Thirty Six Lakhs) i.e., more than 25.00% of the

total consideration payable in the Offer, assuming full acceptance in the Escrow Account pursuance of this Offer.

3.2.9. No competing offer has been received as on date of this Letter of Offer.

3.2.10. There is no differential pricing in this Offer.

3.2.11. This Offer is not conditional upon any minimum level of acceptance in terms of the Regulation 19 (1) of SEBI

(SAST) Regulations.

3.2.12. This Offer is not a competing offer in terms of the Regulation 20 of SEBI (SAST) Regulations.

3.2.13. This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of Equity Shares.

3.2.14. The Equity Shares will be acquired by Acquirers free from all liens, charges, and encumbrances together with all

rights attached thereto, including the right to all dividends, bonus, and rights offer declared hereafter.

3.2.15. Pursuant to Regulation 12 of the SEBI (SAST) Regulations, the Acquirers have appointed Srujan Alpha Capital

Advisors LLP as the Manager.

3.2.16. As on the date of this Letter of Offer, the Manager does not hold any Equity Shares in the Target Company and is

not related to the Acquirers, and the Target Company in any manner whatsoever. The Manager declares and

undertakes that, they shall not deal on its own account in the Equity Shares during the Offer Period. Further, the

Manager to the Offer has not received any show cause notice.

3.2.17. If Acquirers acquire Equity Shares of the Target Company during the period of 26 weeks after the Tendering Period

at a price higher than the Offer Price, then Acquirers shall pay the difference between the highest acquisition price

and the Offer Price, to all Public Shareholders whose Offer Shares have been accepted in the Offer within 60 days

from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is

made under another open offer under the SEBI (SAST) Regulations, or pursuant to Securities and Exchange Board

of India (Delisting of Equity Shares) Regulations, 2021, including subsequent amendments thereto, or open market

purchases made in the ordinary course on the stock exchange, not being negotiated acquisition of Equity Shares of

the Target Company in any form.

3.2.18. The payment of consideration shall be made to all the Public Shareholders, who have tendered their Equity Shares

in acceptance of the Offer within 10 Working Days of the expiry of the Tendering Period. Credit for consideration

will be paid to the Public Shareholders who have validly tendered Equity Shares in the Offer by crossed account

payee cheques/pay order/demand drafts/electronic transfer. It is desirable that Public Shareholders provide bank

details in the Form of Acceptance-cum-Acknowledgement, so that the same can be incorporated in the

cheques/demand draft/pay order.

3.3. Object of the Offer

3.3.1. The Open Offer is for acquisition of 26% of total voting share capital of the Target Company. Assuming that the

Open Offer is tendered in full, after the completion of this Open Offer, the Acquirer shall hold the majority of the

Equity Shares of the Target Company by virtue of which they shall be in a position to exercise effective

management and control over the Target Company. Following completion of the Offer and SPA, the Acquirers

will become the promoters of the Target Company, and the current promoters except for Mr. Ashok Jain, Mr.

Bansi Lal Jain, Mr. Chain Raj Meena and Mr. Lal Chand Jain will be declassified to public category as per

Regulation 31A(10) of the SEBI LODR Regulations.

3.3.2. The Acquirers intend to expand their business operations either within the same or diversified sectors where the

Acquirers have relevant experience, including domestic and international trading and the renewable energy sector,

particularly electric vehicle business. Any such expansion will be made after acquiring effective control over the

Target Company and shall be subject to compliance with all applicable laws and compliance requirements.

3.3.3. The Acquirers have stated that, they may dispose-off or otherwise encumber any significant assets of the Target

Company in the succeeding 2 years from the date of closure of this Offer, in compliance with any law that is

binding on or applicable to the Target Company.

3.3.4. The Acquirers have reserved the right to streamline or restructure, pledge, or encumber their holdings in the Target

Company and/ or the operations, assets, liabilities and/ or the businesses of the Target Company through

arrangements, reconstructions, restructurings, mergers, demergers, sale of assets, or undertakings and/ or re-

----------------Page (13) Break----------------

negotiation or termination of the existing contractual or operating arrangements, later in accordance with the

relevant applicable laws. Such decisions will be taken in accordance with the procedures set out under the relevant

applicable laws, pursuant to business requirements, and in line with opportunities or changes in economic

circumstances, from time to time.

3.3.5. Pursuant to this Offer and the transactions contemplated in the Share Purchase Agreement, the Acquirers shall

become the promoters of the Target Company and, the Sellers will cease to be the promoter of the Target

Company in accordance and compliance with the provisions of Regulation 31A (10) of the SEBI (LODR)

Regulations.

3.3.6. Shareholding and acquisition details

Details Acquirer-1 Acquirer-2 Total

Name of Acquirers Mr. Shailesh

Agrawal

Mr. Ramji Das

Agarwal

Pre-Share Purchase Agreement

transaction direct shareholding

as on Public announcement (A)

Number of Equity

NIL NIL NIL

% of total voting share

capital

NA NA NA

Equity Shares proposed to be

acquired through Share

Purchase Agreement

transaction (B)

Number of Equity

10,65,339 10,65,339 21,30,678

% of total voting share

capital

18.53% 18.53% 37.06%

Equity Shares acquired

between the Public

Announcement date and this

Letter of Offer (C)

Number of Equity

NIL NIL NIL

% of total voting share

capital

NA NA NA

Equity Shares proposed to be

acquired through Offer

transaction assuming full

acceptance (D)

Number of Equity

7,47,461 7,47,461 14,94,922

% of total voting share

capital

13.00% 13.00% 26.00%

Proposed shareholding after

acquisition of shares which

triggered the Offer

(A+B+C+D)

Number of Equity

18,12,800 18,12,800 36,25,600

% of total voting

share capital

31.53 31.53 63.06

Any other interest in the Target Company None None -

4. BACKGROUND OF THE ACQUIRERS

4.1. Mr. Shailesh Agrawal (“Acquirer-1”)

4.1.1. Acquirer-1, aged 44, s/o Mr. Ramji Das Agarwal, Indian Resident, bearing Permanent Account Number

‘AGDPA5986A’ allotted under the Income Tax Act, 1961, residing at Hari Kripa Bhawan, Tejendra Nath Lane,

Dal Bazar, Gwalior, Madhya Pradesh - 474009. His mobile number is +91-8889033111 and email id is

shaileshagrawal8001@gmail.com.

4.1.2. Acquirer-1 holds a MBA Degree from Jiwaji University and has 23 years of business experience in software

development, soap, oil and electric vehicle industry.

4.1.3. The Net worth of the Acquirer-1 as on December 30, 2024, is Rs. 96,89,99,504/- (Rupees Ninety Six Crores Eighty

Nine Lakhs Ninety Nine Thousand Five Hundred and Four only) and the same is certified by Mr. S M Bhatt,

Chartered Accountants (Membership No. 030696) proprietor of S M Bhatt & Associates (Firm Registration No.

131347W) having office at G-3, B Building, Labh Ashish, Old Police Lane, Andheri (E), Mumbai - 400069, email

id: bhat30696@yahoo.in vide certificate dated January 20, 2025, bearing Unique Document Identification Number

(UDIN) – 25030696BMIADD8837. This certification also confirms that Acquirer 1 has sufficient resources to

meet the full obligations of the Offer.

4.1.4. The details of ventures promoted/controlled/managed by Acquirer-1 is given hereunder:

Sr.

No.

Name of the Entity Nature of Interest % holding Whether Listed

(If yes on which Stock

Exchange)

1 SuperEco Automotive Co. LLP Designated Partner 45.00% No

2 SE Express LLP Designated Partner 50.00% No

3 Quantico Electric Limited Director 51.00% No

(Source: MCA Master Data and Representation Letter dated: June 09, 2025 by Acquirer-1)

4.1.5. Acquirer-1 and Acquirer-2 are immediate relatives, as Acquirer-1 is son of Acquirer-2.

----------------Page (14) Break----------------

4.2. Mr. Ramji Das Agarwal (“Acquirer-2”)

4.2.1. Acquirer-2, aged 75, s/o Mr. Babulal Agarwal, Indian Resident, bearing Permanent Account Number

‘AAXPA5030F’ allotted under the Income Tax Act, 1961, residing at Hari Kripa Bhawan, Tejendra Nath Lane,

Dal Bazar, Gwalior, Madhya Pradesh - 474009. His mobile number is +91-9425109431 and email id is:

ramjidasagr@gmail.com.

4.2.2. Acquirer-2 holds Master of Commerce and Bachelors of Law Degree from Jiwaji University and has 52 years of

business experience in oil, soap and electric vehicle industry.

4.2.3. The Net worth of the Acquirer-2 as on December 30, 2024, is Rs. 77,30,45,025/- (Seventy Seven Crores Thirty

Lakhs Forty Five Thousand and Twenty Five only) and the same is certified by certified by Mr. S M Bhatt,

Chartered Accountants (Membership No. 030696) proprietor of S M Bhatt & Associates (Firm Registration No.

131347W) having office at G-3, B Building, Labh Ashish, Old Police Lane, Andheri (E), Mumbai - 400069, email

id: bhat30696@yahoo.in vide certificate dated January 20, 2025, bearing Unique Document Identification Number

(UDIN) – 25030696BMIADB4104. This certification also confirms that Acquirer-2 has sufficient resources to

meet the full obligations of the Offer.

4.2.4. The details of ventures promoted/controlled/managed by Acquirer-2 is given hereunder:

Sr.

No.

Name of the Entity Nature of Interest %

holding

Whether Listed

(If yes on which Stock

Exchange)

1 SuperEco Automotive Co. LLP Designated Partner 6.00% No

2 Quantico Electric Limited Director 29.75% No

(Source: MCA Master Data and Representation Letter dated: June 09, 2025 by Acquirer-2)

4.2.5. Acquirer-2 and Acquirer-1 are immediate relatives, as Acquirer-2 is father of Acquirer-1.

4.3. Acquirer’s undertaking and confirmations:

Each of the Acquirers have individually undertaken, warranted and declared that:

4.3.1. The Acquirers do not hold any Equity Shares of the Target Company. Furthermore, the Acquirers have not

purchased any Equity Shares of the Target Company between the date of the Public Announcement and the date

of this Detailed Public Statement.

4.3.2. Except from being parties to the Share Purchase Agreement, the Acquirers do not hold any other interest or

maintain any other relationship in or with the Target Company.

4.3.3. The Acquirers do not belong to any group.

4.3.4. The Acquirers do not form part of present promoter and promoter group of the Target Company.

4.3.5. There is / are no director(s) representing the Acquirers on the board of the Target Company.

4.3.6. The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of the provisions of Section

11B of the SEBI Act or under other Regulations made under SEBI Act.

4.3.7. Acquirers have confirmed that they have not been categorized nor are they appearing in the ‘Wilful defaulter’ in

terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations. Acquirers further confirms that the other

companies in which they are associated as a Promoter or as a Director are not appearing in the “Wilful Defaulter”

list of the Reserve Bank of India.

4.3.8. Acquirers confirm that he is not declared as a “Fugitive Economic Offenders” under Section 12 of the Fugitive

Economic Offenders Act, 2018.

4.3.9. Acquirers confirm that there is no pending litigations pertaining to the securities market where they are made

party to as on the date of this Letter of Offer.

4.3.10. No person is acting in concert with the Acquirers for the purposes of this Offer. While persons may be deemed to

be acting in concert with the Acquirers in terms of Regulation 2(1)(q)(2) of the SEBI (SAST) Regulations

(‘Deemed PACs’), however, such Deemed PACs are not acting in concert with the Acquirers for the purposes of

this Offer, within the meaning of Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations.

4.3.11. The Acquirers will not sell the Equity Shares of the Target Company, held, and acquired, if any, during the Offer

Period in terms of Regulation 25(4) of the SEBI (SAST) Regulations.

4.3.12. Pursuant to the consummation of this Underlying Transactions, the Acquirers will acquire control over the Target

Company and the Acquirers shall make an application, as may be applicable, to the BSE Limited in accordance

with and compliance with the provisions of Regulation 31A (10) of SEBI (LODR) Regulations for classification

of themselves as the promoter of the Target Company.

1.3.13. The Acquirers do not have an intention to delist the Target Company pursuant to this Offer.

4.3.13. The Acquirer have undertaken that if they acquire any equity shares of the Target Company during the Offer

Period, they shall inform BSE Limited, the Target Company and the Manager to the Offer within 24 hours of the

acquisition in compliance with Regulation 18(6) of the SEBI SAST Regulations. Further, they have also

undertaken that they will not acquire or sell any equity shares of the Target Company during the period between

three working days prior to the commencement of the Tendering Period and until the closure of the Tendering

----------------Page (15) Break----------------

Period as per Regulation 18(6) of the SEBI SAST Regulations.

5. BACKGROUND OF THE TARGET COMPANY

(The disclosure mentioned under this section has been sourced from information published by the Target Company or

provided by the Target Company or publicly available sources)

5.1. The Target Company is a public limited company bearing CIN: L17124RJ1993PLC007136. The Target Company was

incorporated as ‘Ratangiri Textiles Limited’ under the Companies Act, 1956, with a certificate of incorporation issued

by the Registrar of Companies, at Rajasthan, Jaipur dated January 06, 1993. In the year 2003, the name of the Target

Company was change to ‘R S C International Limited’ and a fresh certificate of incorporation was issued by the

Registrar of Companies at Jaipur, Rajasthan on January 21, 2003. There is no change in name of the Target Company in

the last 3 years.

5.2. The Registered Office of the Target Company is at Plot No. 30, Sangam Colony, Opposite VKI Road No. 14, Sikar

Road, Jaipur, Rajasthan, India – 302013 and Corporate Office is situated at 502, Orchid Plaza, Natakwala Lane, Behind

Gokul Shopping centre Borivali (W), Mumbai, Maharashtra, India, 400092.

5.3. The Target Company is engaged in agency business of synthetic fabrics.

5.4. The Equity Shares of the Target Company are listed only on BSE Limited. (Scrip Code: 530179). The ISIN of the Equity

Shares of the Target Company is INE015F01019.

5.5. The authorized share capital of the Target Company is Rs. 7,00,00,000 (Rupees Seven Crores Only) divided into

70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The paid-up share capital of the Target

Company is Rs. 5,74,97,000 /- (Rupees Five Crores Seventy Four Lakh Ninety Seven Thousand Only) divided into

57,49,700 (Fifty Seven Lakh Forty Nine Thousand Seven Hundred only) Equity Shares of Rs. 10/- (Rupees Ten Only).

5.6. As on the date of this Letter of Offer, the Promoters of the Target Company are Mr. Gyan Chand Jain, Mr. Ankur Jain

and Mrs. Alka Jain, Mr. Ashok Jain, Mr. Bansi Lal Jain, Mr. Chain Raj Meena, Mr. Lal Chand Jain and M/s. Mascot

Fashions Private Limited is a member of Promoter Group.

5.7. The details of the Share Capital of Target Company as on the date of this Letter of Offer are as follows:

Particulars No. of Equity Shares % of Equity Shares

Fully paid-up Equity Shares 57,49,700 100%

Partly paid-up Equity Shares NIL NIL

Total paid-up Equity Shares 57,49,700 100%

Total Voting Rights in the Target Company 57,49,700 100%

5.8. As per the shareholding pattern filed with BSE Limited for the quarter ended March 31, 2025, there is only one class of

Equity Shares and there are no: (i) partly paid-up equity shares; (ii) equity shares carrying differential voting rights; and/

or (iii) outstanding convertible instruments (such as depository receipts, fully convertible debentures, warrants,

convertible preference shares, etc.) issued by the Target Company which are convertible into Equity Shares of the Target

Company.

5.9. The Equity Shares of the Target Company are in-frequently traded on the BSE Limited i.e. only Stock Exchange on

which Equity Shares of Target Company are traded in terms of Regulations 2(1)(j) of the SEBI (SAST) Regulations.

5.10. As on the date of this Letter of Offer, the trading in Equity Shares of the Target Company is not suspended at BSE

Limited and active. However, trading in Equity Shares of Target Company is under Trading Restricted Group on account

of Enhanced Surveillance Measures (ESM): Stage 1 vide BSE Notice No. 20250523-45 dated May 23, 2025.

5.11. There are no outstanding Equity Shares of the Target Company that have been issued but not listed on the BSE Limited.

5.12. There has been no merger / demerger or spin off involving the Target Company during the last 3 years.

5.13. The present Board of Directors of the Target Company are as follows

Name of the

Director

Whether

Executive/

Independent

Residential Address DIN Date of

Appointment/

Re-

appointment

Mr. Gyan

Chand Jain

Managing

Director

402, Prathmesh tower, Link Road, Near Don Bosco

School, Borivali West, Mumbai 400091

00498094

September 30,

2023

Mr. Ankur

Gyanchand Jain

Director

CFO

402, Prathmesh tower, Link Road, Near Don Bosco

School, Borivali West, Mumbai 400091

01129847

September 30,

2014

Mr. Jitendra

Bansal

Independent

Director

72, Kamla Crystal, Attun Road, Chittor Road

Bhilwara, Rajasthan Rajasthan 311001

02292667 September 28,

2020

Mr. Subhash

Jain

Independent

Director

House No-42, Opp.Shree Ganpati Tower, Sindhu

Nagar,, Nahari Ka Naka Sikar House, Jaipur,

Rajasthan, 302006

08581079

September 28,

2020

Mr. Vinod

Mishra

Independent

Director

F4/11 Trivedi Nagar Saravali Boisar Nawapur Boisar

Thane, Palghar, Maharashtra, India - 401501

08581720

September 28,

2020

Mrs. Alka Jain Non-Executive

Director

402, Prathmesh tower, Link Road, Near Don Bosco

School, Borivali West, Mumbai 400091

00498124

September 27,

2021

----------------Page (16) Break----------------

5.14. As on date of this Letter of Offer, there are no directors representing Acquirers appointed as directors on the Board of

the Target Company.

5.15. Financial Information

The financial information of the Target Company based on the financial statements for the financial year ended as on

March 31, 2025, March 31, 2024 and March 31, 2023, are provided hereunder:

(₹ in thousands, except per share data)

Profit and Loss Account

Particulars Year ended

March 31, 2025@

Year ended

March 31, 2024@

Year ended

March 31, 2023@

(Audited) (Audited) (Audited)

Profit & Loss Statement

Revenue from operations 15,600.63 4,306.47 -

Other Income - 1.47 516.73

Total Income 15,600.63 4,307.94 516.73

Total Expenditure 18,210.55 4,678.72 1,190.55

Profit before Depreciation, Interest & Tax (2,609.92) (370.78) (673.82)

Depreciation - - -

Finance costs - - -

Profit / (Loss) before Tax (2,609.92) (370.78) (673.82)

Provision for Tax ( inc Deferred tax & Tax for

earlier years)

- (104.00) (104.00)

Profit / (Loss) after Tax (2,609.92) (266.78) (777.82)

(₹ in thousands, except per share data)

Particulars Year ended

March 31, 2025@

Year ended

March 31, 2024@

Year ended

March 31, 2023@

(Audited) (Audited) (Audited)

Sources of Funds

Paid up share capital 57,497 52,886.00 52,886.00

Reserves & Surplus (excluding revaluation

reserves)

(55,662.45) (53,052.53) (52,785.75)

Net Worth 1,834.55 (166.53) 100.25

Secured Loans - - -

Unsecured Loans - - -

Total 1,834.55 (166.53) 100.25

Uses of Funds

Net Fixed Assets - - -

Investments - - -

Net Current Assets 1834.55 (166.53) 100.25

Total Miscellaneous Expenditure not written off - - -

Total 1834.55 (166.53) 100.25

Other Financial Data

Dividend (%) - - -

Earnings Per Equity Share (0.45) (0.05) (0.15)

@The Key financial information has been sourced as follows -

1. For the financial year ended March 31, 2025 are extracted from the audited financial statement for the financial year ended March

31, 2025. (Source: https://www.bseindia.com/xml-data/corpfiling/AttachHis/448635f1-6002-40d0-8827-2d449002b128.pdf)

2. For the financial year ended March 31, 2024 are extracted from Company’s annual report for the financial year ended March 31,

2024. (Source: https://www.bseindia.com/xml-data/corpfiling/AttachHis/1df1211a-fc0e-4dc8-a13d-db40da1e9fec.pdf)

3. For the financial year ended March 31, 2023 are extracted from Company’s annual report for the financial year ended March 31,

2023. (Source: https://www.bseindia.com/xml-data/corpfiling/AttachHis//31eff531-4e63-4024-93b1-85ecf56a17dc.pdf)

5.16. The Shareholding pattern of Target Company, for the quarter March 31, 2025 as filed with BSE Limited is as follows:

Shareholders Category Number of Equity Shares of the Target Company Percentage of Equity Share Capital (%)

Promoter & Promoter Group 21,39,678* 37.21%

Public 36,10,022 62.79%

Total 57,49,700 100.00%

*Pursuant to Share Purchase Agreement dated January 20, 2025, executed amongst the Sellers being Promoters of the

Target Company and the Acquirers, 21,30,678 Equity Shares are deposited into the DP Escrow Account titled “R S C

----------------Page (17) Break----------------

INTERNATIONAL LTD SPA ESCROW ACCOUNT.”

No shares held by Promoters or public shareholders are pledged as ascertained from Shareholding Pattern as on March

31, 2025.

5.17. The pre-Offer and post-Offer shareholding of the Target Company (based on the issued, subscribed, and paid-up Equity

Shares and Voting Share Capital), assuming full acceptance under this Offer is as specified below:

Shareholders Category Shareholding & voting

rights prior to the

agreement and Open Offer

(A)

Equity Shares and voting

rights agreed to be acquired

which has triggered the

SEBI (SAST) Regulations

(B)

Equity Shares / voting rights

to be acquired in Open Offer

(Assuming full

acceptances) (C)

Shareholding / voting

rights after the acquisition

and Open Offer (Assuming

full acceptances) (D) = (A) +

(B) + (C)

No. of Equity

% of Voting

Capital

No. of Equity

% of Voting

Share Capital

No. of Equity

% of Voting

Share Capital

No. of Equity

% of Voting

Share Capital

1. Promoter and

Promoter Group

a. Parties to the SPA:

Mr. Ankur Jain 5,35,800 9.32 (5,35,800) (9.32) - - - -

Mrs. Alka Jain 4,91,430 8.55 (4,91,430) (8.55) - - - -

Mr. Gyan Chand Jain 4,75,330 8.27 (4,75,330) (8.27) - - - -

Mr. Ashok Jain 2,500 0.04 - - - - 2,500 0.04

Mr. Bansi Lal Jain 3,000 0.05 - - - - 3,000 0.05

Mr. Chain Raj Meena 2,500 0.04 - - - - 2,500 0.04

Mr. Lal Chand Jain 1,000 0.02 - - - - 1,000 0.02

M/s. Mascot Fashions

Private Limited 6,28,118 10.92 (6,28,118) (10.92)

- - - -

Promoters other than

(a) above, excluding

Acquirers

- - - - - - - -

b. Not applicable - - - - - - - -

Total 1 (a+b) 21,39,678 37.21 (21,30,678) (37.06) - - 9,000 0.15

2. Acquirers

Mr. Shailesh Agrawal - - 10,65,339 18.53 7,47,461 13.00 18,12,800 31.53

Mr. Ramji Das

Agarwal

- - 10,65,339 18.53 7,47,461 13.00 18,12,800 31.53

Total 2 - - 21,30,678 37.06 14,94,922 26.00 36,25,600 63.06

Parties to SPA other than

(1 & 2)

- - - - - - - -

3. Public (other than

Parties to SPA and

Acquirers

- - - - - - - -

4. FIs/MFs/FIIs/ Banks,

SFIs

- - - - - - - -

a. Public (other than

FIs/MFs/FIIs/Ban

ks, SFIs)

36,10,022 62.79 - - (14,94,922) (26.00) 21,15,100 36.79

b. Others - - - - - - - -

Total 4 (a + b) 36,10,022 62.79 - - - - 21,15,100 36.79

Grand Total (1 + 2 + 3 + 4) 57,49,700 100 - - - - 57,49,700 100

Note:

1. Mr. Ashok Jain, Mr. Bansi Lal Jain, Mr. Chain Raj Meena and Mr. Lal Chand Jain have applied for reclassification from Promoters to Public pursuant

to shareholders resolution dated September 30, 2024 which has not been granted. Further they do not intend to participate in the Open Offer.

2. As per the shareholding filed with BSE Limited for the quarter ended March 31, 2025, there are 3,235 Public Shareholders.

5.18. All the promoters, except Mr. Ashok Jain, Mr. Bansi Lal Jain, Mr. Chain Raj Meena and Mr. Lal Chand Jain hold their

respective shares into dematerialised form. SEBI may take note of the same and initiate appropriate action if deemed

necessary against the Company or Promoters in this regards.

5.19. The Company was required to obtain approval from its shareholders and approval from BSE Limited for reclassification

of Avinash Jain, Bhag Chand Jain, Mahaveer Prasad, Mahendra Kumar, Manju Devi, Padam Chand, Prem Chand, Sanju

Devi, Sushila Devi, during the FY 2018-2019 from Promoters to Non-Promoter category, however the same has not been

obtained by the Company. SEBI may take note of the same and initiate appropriate action if deemed necessary against

the Company or Promoters in this regards.

5.20. Acquirers have not acquired any equity shares of the Target Company after the date of PA till the date of this Letter of

Offer.

5.21. There are no directions subsisting or proceedings pending against the Target Company, its Promoters and Directors under

SEBI Act, 1992 and regulations made there under.

5.22. Except as stated below there are no instances of non-compliances and delayed compliances by Promoters of the Target

Company for the last 8 years:

----------------Page (18) Break----------------

Sr.

No.

Regulation Financial

Year

Due date for

compliance

Actual

compliance

date

Delay, if

any

Status of

compliance with

Takeover

Regulations

Remark

, if any

1. Regulation

30(3)

2019-20 April 09, 2020 - - Non filing -

2. Regulation

31(4)

2019-20 April 09, 2020 - - Non filing -

3. Regulation

30(3)

2020-21 April 09, 2021 - - Non filing -

4. Regulation

31(4)

2020-21 April 09, 2021 - - Non filing -

5. Regulation

31(4)

2021-22 April 11, 2022 - - Non filing -

----------------Page (19) Break----------------

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1. Justification for Offer Price

6.1.1. The Equity Shares of the Target Company are listed on BSE Limited (Scrip Code ‘530179’ and Script ID:

‘RSCINT’) and the ISIN of the Equity Shares of Target Company is ‘INE015F01019’

6.1.2. The annualized trading turnover of the Equity Shares of the Target Company on BSE Limited based on trading

volume during the period January 01, 2024 to December 31, 2024 (“Twelve Month Period”), viz. twelve calendar

months preceding the calendar month in which the PA i.e. January 20, 2025, has been made is set out below:

Stock

Exchange

Total no. of Equity Shares of the Target

company traded during the preceding 12

calendar months prior to the date of Public

Announcement (A)

Total number of Equity

Shares of the Target

company during the

Relevant Period (B)

Traded

Turnover %

(A/B)

BSE Limited 2,54,230 57,49,700 4.42

(Source: www.bseindia.com)

Therefore, in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations, the Equity Shares of the Target

Company are in-frequently traded on BSE.

6.1.3. The Offer Price of ₹ 9.50/- (Rupees Nine and fifty paisa only) has been determined considering the parameters as

set out under Regulations 8 (2) of the SEBI (SAST) Regulations, being highest of the following:

Sr.

No.

Particulars Price#

a) The highest negotiated price per Equity Share of the Target company for

any acquisition under the agreement attracting the obligations to make a Public

Announcement for the Open Offer i.e. the price per Seller share under the SPA

₹ 9.50/- (Rupees Nine and

Fifty paisa only)

b) The volume-weighted average price paid or payable per Equity Share for

acquisition(s) by the Acquirers, during the 52 (Fifty-Two) weeks immediately

preceding the date of Public Announcement

Not applicable

c) The highest price paid or payable per Equity Share, whether for any

acquisition by the Acquirers, during the 26 (Twenty-Six) weeks immediately

preceding the date of Public Announcement

Not applicable

d) The volume-weighted average market price of Equity Shares for a period of 60

(Sixty) trading days immediately preceding the date of Public Announcement as

traded on BSE where the maximum volume of trading in the Equity Shares of

the Target Company is recorded during such period and such shares are

frequently traded

Not applicable

e) Where the Equity Shares are not frequently traded, the price determined by

the Acquirers and the Manager to the Offer considering valuation parameters

per Equity Share including, book value, comparable trading multiples, and

such other parameters as are customary for valuation of equity shares of such

companies; and

₹ 5.29/- (Rupees Five and

Twenty Nine paisa Only)*

f) The per equity share value computed under Regulation 8(5) of SEBI (SAST)

Regulations, if applicable

Not applicable

#As certified by Mr. Hiren Maru, Chartered Accountants (Membership No. 115279) proprietor of M/s. D G M S &

Co. (Firm Registration No. 112187W) having office at Office No-10, Vihang Vihar, Opp. Gautam Park,

Panchpakhadi, Thane (west) – 400602, email id: hirenmaru@yahoo.in vide certificate dated January 20, 2025,

bearing Unique Document Identification Number (UDIN) – 25115279BMIPTY5025.

*RV Priyanka Giriraj Singhi, Registered Valuer (Registration no. IBBI/RV/06/2021/14398) has undertaken an

independent valuation exercise and issued a valuation report dated January 20, 2025 under the provisions of

Regulation 8(2)(e) of SEBI SAST Regulations. She has used weighted average of Market price method, Income

method and Book value method to arrive at a fair value of ₹ 5.29 (Rupees Five and Twenty Nine paisa) per Equity

Share of the Target Company.

6.1.4. In view of the parameters considered and presented in the table in paragraph (iii) above, the Offer Price, under

Regulation 8(2) of the SEBI SAST Regulations, is the higher of a to f above i.e. ₹ 9.50/- (Rupees Nine and Fifty

paisa only). Accordingly, the Offer Price is justified in terms of the SEBI SAST Regulations.

6.1.5. There have been no corporate action in the Target Company warranting adjustment of relevant price parameters

under Regulation 8(9) of the SEBI (SAST) Regulations.

6.1.6. As on date of this Letter of Offer, there is no revision in Offer Price or Offer Size. In case of any revision in the

Offer Price or Offer Size, the Acquirers would comply with Regulation 18 and all other applicable provisions of

SEBI (SAST) Regulations. The Offer Price may be adjusted by the Acquirers, in consultation with the Manager to

the Offer, in the event of any corporate action(s) such as issuances pursuant to rights issue, bonus issue, stock

----------------Page (20) Break----------------

consolidations, stock splits, payment of dividend, de-mergers, reduction of capital, etc. where the record date for

effecting such corporate action(s) falls prior to the 3rd (third) Working Day before the commencement of the

Tendering Period, in accordance with Regulation 8(9) of the SEBI (SAST) Regulations.

6.1.7. In terms of Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations, the Offer Price or the Offer Size may be

revised at any time prior to the commencement of the last 1 (one) Working Day before the commencement of the

Tendering Period. In the event of such revision: (a) the Acquirers shall make corresponding increases to the

Escrow Amount; (b) make a public announcement in the same newspapers in which the Detailed Public Statement

has been published; and (c) simultaneously with the issue of such public announcement, inform SEBI, BSE and the

Target Company at its registered office of such revision.

6.1.8. In the event of acquisition of the Equity Shares by the Acquirers during the Offer Period, whether by subscription

or purchase, at a price higher than the Offer Price, then the Offer Price will be revised upwards to be equal to or

more than the highest price paid for such acquisition in terms of Regulation 8(8) of the SEBI (SAST)

Regulations. In the event of such revision, the Acquirers shall: (a) make corresponding increases to the Escrow

Amount; (b) make a public announcement in the same newspapers in which the DPS has been published; and (c)

simultaneously with the issue of such public announcement, inform SEBI, BSE Limited, and the Target

Company at its registered office of such revision. However, the Acquirers shall not acquire any Equity Shares

after the 3rd (third) Working Day prior to the commencement of the Tendering Period of this Open Offer and

until the expiry of the Tendering Period of this Open Offer.

If the Acquirers acquires Equity Shares of the Target Company during the period of 26 (Twenty Six) weeks after

the Tendering Period at a price higher than the Offer Price, the Acquirers will pay the difference between the

highest acquisition price and the Offer Price, to all Public Shareholders whose Equity Shares has been accepted in

the Open Offer within 60 (sixty) days from the date of such acquisition. However, no such difference shall be

paid if such acquisition is made under another Open Offer under SEBI (SAST) Regulations, or pursuant to

Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, or open market

purchases made in the ordinary course on the stock exchange, not being negotiated acquisition of Equity Shares

of the Target Company in any form.

6.1.9. If the aggregate number of Equity Shares validly tendered in this Open Offer by the Public Shareholders, is more

than the Offer Size, then the Equity Shares validly tendered by the Public Shareholders will be accepted on a

proportionate basis, subject to acquisition of a maximum of 14,94,922 (Fourteen Lakhs Ninety Four Thousand

Nine Hundred and Twenty Two) Equity Shares, representing 26% of the Equity and Voting Share Capital, in

consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair

and equitable manner and does not result in non- marketable lots, provided that acquisition of Equity Shares

from a Public Shareholder shall not be less than the minimum marketable lot. The marketable lot for the Equity

Shares of the Target Company for the purpose of this Offer shall be 1 (One).

6.2. FINANCIAL ARRANGEMENTS

6.2.1. The total consideration for the Open Offer, assuming full acceptance, i.e., for the acquisition of up to 14,94,922

(Fourteen Lakhs Ninety Four Thousand Nine Hundred And Twenty Two) Equity Shares, at the Offer Price of ₹

9.50/- (Rupees Nine and Fifty paisa only) per Equity Share is ₹ 1,42,01,759/- (Rupees One Crore Forty Two

Lakhs One Thousand, Seven Hundred and Fifty Nine only) (“Offer Consideration”).

6.2.2. The Acquirers confirms that they have adequate resources to meet the financial obligations for the Open Offer

in terms of Regulation 25(1) of the SEBI (SAST) Regulations and the Acquirers will be able to implement the

Open Offer. The sources of funds for the Acquirers are from their cash and cash equivalents (including liquid

investments).

6.2.3. Mr. S M Bhatt, Chartered Accountants (Membership No. 030696) proprietor of S M Bhatt & Associates (Firm

Registration No. 131347W) having office at G-3, B Building, Labh Ashish, Old Police Lane, Andheri (E),

Mumbai - 400069, email id: bhat30696@yahoo.in vide certificate dated January 20, 2025, bearing Unique

Document Identification Number (UDIN) – 25030696BMIADF2578 for Acquirer-1 and certificate dated

January 20, 2025, bearing Unique Document Identification Number (UDIN) – 25030696BMIADE2645 for

Acquirer-2 has certified that the Acquirers collectively have adequate financial resources to meet financial

obligations that shall be attracted pursuant to Open Offer

6.2.4. In accordance with Regulation 17 of SEBI (SAST) Regulations, the Acquirers and the Manager to the Offer have

entered into an escrow agreement dated January 20, 2025 with IndusInd Bank Limited (“Escrow Agent”),

having its Registered Office at 2401 Gen. Thimmayya Road (Cantonment), Pune - 411 001, India, acting

through its branch office at Premises No.59 & 61, Sonawala Building, 57, Mumbai Samachar Marg, Opp.

Bombay Stock Exchange, Fort, Mumbai - 400001. Pursuant to the Escrow Agreement, the Acquirer has opened

an escrow account under the name and title of “R S C International Limited Open Offer Escrow Account”

(“Escrow Account”), and has made a cash deposit of ₹ 36,00,000/- (Rupees Thirty Six Lakhs Only) (“Escrow

Amount”) (being more than 25% (Twenty Five percent) of the total considerations payable in the Open Offer, as

required under Regulation 17(1) of the SEBI (SAST) Regulations). The cash deposit has been confirmed by way

----------------Page (21) Break----------------

of a confirmation letter dated January 21, 2025 issued by the Escrow Agent to the Manager to the Open Offer.

6.2.5. The Manager to the Offer has been fully authorized to operate the Escrow Account and has been duly

empowered to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations.

6.2.6. In case of any upward revision in the Offer Price or the size of this Open Offer, the value in cash of the Escrow

Amount shall be computed on the revised consideration calculated at such revised offer price or offer size and

any additional amounts required will be funded by the Acquirer, prior to effecting such revision, in terms of

Regulation 17(2) of the SEBI (SAST) Regulations.

6.2.7. Based on the above, the Manager to the Open Offer is satisfied, (i) about the adequacy of resources to meet the

financial requirements of the Open Offer and the ability of the Acquirers to implement the Open Offer in

accordance with the SEBI (SAST) Regulations, and (ii) that firm arrangements for payment through verifiable

means are in place to fulfill the Open Offer obligations.

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7. TERMS AND CONDITIONS OF THE OFFER

7.1. Operational Terms and Conditions

7.1.1. The Identified Date for this Offer as per the indicative schedule of key activities is Tuesday, June 03, 2025. In

terms of the indicative schedule of key activities, the Tendering Period for the Open Offer is expected to

commence on Tuesday, June 17, 2025, and to close on Tuesday, July 01, 2025 (both days inclusive).

7.1.2. A tender of Equity Shares pursuant to any of the procedures described in the Letter of Offer will constitute a

binding agreement between the Acquirers and the tendering holder, including the tendering holder’s acceptance of

the terms and conditions of the Letter of Offer.

7.1.3. This Offer is not conditional upon any minimum level of acceptance.

7.1.4. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.

7.1.5. Public Shareholders may tender their Equity Shares in the Offer at any time from the commencement of the

Tendering Period but prior to the closure of the Tendering Period. The Acquirers have up to 10 Working Days

from the closure of the Tendering Period to pay the consideration to the Public Shareholders whose Equity Shares

are accepted in the Open Offer.

7.1.6. Public Shareholders who tender their Equity Shares in this Offer shall ensure that they have good and valid title on

the Offer Shares. The Public Shareholders who tender their Equity Shares in this Offer shall ensure that the Offer

Shares are clear from all liens, charges and encumbrances. The Offer Shares will be acquired, subject to such

Offer Shares being validly tendered in this Offer, together with all the economic, voting and beneficial rights

attached thereto, including all the rights to dividends, bonuses and right offers declared thereof, and the tendering

Public Shareholders shall have obtained all necessary consents required by them to tender the Offer Shares. Equity

Shares that are subject to any charge, lien or any other form of encumbrance are liable to be rejected in the Offer.

7.1.7. The acquisition of Equity Shares under this Offer from all Public Shareholders (resident and non-resident) is

subject to all approvals required to be obtained by such Public Shareholders in relation to the Offer and the

transfer of Equity Shares held by them to the Acquirers. Further, if the Public Shareholders who are not persons

resident in India require or had required any approvals in respect of the transfer of Equity Shares held by them,

they will be required to submit such previous approvals that they would have obtained for holding the Equity

Shares, to tender the Equity Shares held by them pursuant to this Offer, along with the other documents required

to be tendered to accept this Offer. If such prior approvals are not submitted, the Acquirers reserve the right to

reject such Equity Shares tendered in this Offer. If the Equity Shares are held under general permission of the

RBI, the non-resident Public Shareholder should state that the Equity Shares are held under general permission

and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.

7.1.8. In terms of Regulation 18 (9) of the SEBI (SAST) Regulations, the Public Shareholders who tender their Equity

Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance during the Tendering Period.

7.1.9. Public Shareholders to whom the Offer is being made are free to tender their shareholding in the Target Company

in whole or in part while accepting the Offer. The acceptance must be unconditional and should be absolute and

unqualified.

7.1.10. The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be 1 (One).

7.1.11. There has been no revision in the Offer Price or Offer Size as on the date of this Letter of Offer. The Acquirers

reserve the right to revise the Offer Price and/or the number of Offer Shares upwards at any time prior to the

commencement of 1 Working Day prior to the commencement of the Tendering Period, in accordance with the

SEBI (SAST) Regulations. In the event of such revision, in terms of Regulation 18(5) of the SEBI (SAST)

Regulations, the Acquirers shall: (i) make a corresponding increase to the Escrow Amount; (ii) make a public

announcement in the same Newspapers in which the Detailed Public Statement was published; and (iii)

simultaneously notify the BSE Limited, SEBI and the Target Company at its registered office. In case of any

revision of the Offer Price, the Acquirers would pay such revised price for all the Equity Shares validly tendered

at any time during the Offer and accepted under the Offer in accordance with the terms of the Letter of Offer.

7.1.12. Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court cases/

attachment orders/ restriction from other statutory authorities wherein the Public Shareholder may be precluded

from transferring the Equity Shares during pendency of the said litigation, are liable to be rejected if directions/

orders are passed regarding the free transferability of such Equity Shares tendered under this Offer prior to the

date of closure of the Tendering Period.

7.1.13. Equity Shares tendered under this Offer shall be fully paid-up, free from all liens, charges, equitable interests and

encumbrances and shall be tendered together with all rights attached thereto, including all rights to dividends and

rights to participate in, bonus and rights issues, if any, declared hereafter, and the tendering Public Shareholder

shall have obtained all necessary consents for it to sell the Equity Shares on the foregoing basis.

7.1.14. All the Equity Shares validly tendered under this Offer to the extent of the Offer Size will be acquired by the

Acquirers in accordance with the terms and conditions set forth in the Letter of Offer and the Offer Documents.

7.1.15. The Letter of Offer shall be sent (through e-mail or physical mode) to all Public Shareholders whose names appear

in the register of members of the Target Company on the Identified Date. Accidental omission to dispatch the

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Letter of Offer to any Public Shareholder to whom this Offer has been made or non-receipt of the Letter of Offer

by any such Public Shareholder shall not invalidate this Offer in any manner whatsoever. In case of non-receipt of

the Letter of Offer, Public Shareholders, including those who have acquired Equity Shares after the Identified

Date, if they so desire, may download the Letter of Offer and the Form of Acceptance-cum Acknowledgement

from the website of the Registrar to the Offer (www.skylinerta.com), BSE Limited (www.bseindia.com) or the

Manager to the Offer (www.srujanalpha.com).

7.1.16. The instructions, authorizations and provisions contained in the Form of Acceptance-cum Acknowledgement

constitute an integral part of the terms of the Open Offer. The Public Shareholders can write to the Registrar to the

Offer/ Manager to the Offer requesting for the Letter of Offer along with the Form of Acceptance-cum-

Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach the

Registrar to the Offer, on or before the date of the closure of the Tendering Period. Alternatively, the Letter of

Offer along with the Form of Acceptance-cum-Acknowledgement will also be available at SEBI’s website,

www.sebi.gov.in, and the Public Shareholders can also apply by downloading such forms from the website.

7.1.17. As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations and SEBI’s press release dated

December 03, 2018, bearing reference number PR 49/2018, requests for transfer of securities shall not be

processed unless the securities are held in dematerialised form with a depository with effect from April 01, 2019.

However, in accordance with the SEBI Master Circular for SEBI (SAST) Regulations bearing reference number

SEBI/HO/CFD/PoD1/P/CIR/2023/31 dated February 16, 2023, shareholders holding securities in physical form

are allowed to tender shares in an Open Offer. Such tendering shall be as per the provisions of the SEBI (SAST)

Regulations. Accordingly, Public Shareholders holding Equity Shares in physical form as well are eligible to

tender their Equity Shares in this Offer as per the provisions of the SEBI (SAST) Regulations.

7.1.18. The Acquirers or the Manager to the Offer or the Registrar to the Offer shall not be responsible in any manner for

any loss of documents during transit (including but not limited to Offer acceptance forms, copies of delivery

instruction slips, etc.) and the Public Shareholders are advised to adequately safeguard their interests in this

regard.

7.2. Eligibility for accepting this Offer

7.2.1. The Letter of Offer (along with the Form of Acceptance-cum-Acknowledgement) shall be sent to all Public

Shareholders holding the Equity Shares, whether in dematerialized form or physical form, whose names appear in

the records of Depositories at the close of business hours on the Identified Date.

7.2.2. Persons who have acquired Equity Shares but whose names do not appear in the register of members of the Target

Company on the Identified Date i.e., the date falling on the 10th Working Day prior to the commencement of

Tendering Period, or unregistered owners or those who have acquired Equity Shares after the Identified Date, or

those who have not received the Letter of Offer, may also participate in this Open Offer.

7.2.3. Accidental omission to dispatch the Letter of Offer to any person to whom the Offer is made or the non-receipt or

delayed receipt of the Letter of Offer by any such person will not invalidate the Open Offer in any way.

7.2.4. All Public Shareholders registered or unregistered, who own Equity Shares and are able to tender such Equity

Shares in this Offer at any time before the closure of the Tendering Period, are eligible to participate in this Offer.

All Public Shareholders holding Equity Shares whether in dematerialized form or physical form are eligible to

participate in the Offer at any time during the Tendering Period.

7.2.5. The acceptance of this Offer is entirely at the discretion of the Public Shareholders. The acceptance of this Offer

by the Public Shareholders must be absolute and unqualified. Any acceptance to this Offer which is conditional or

incomplete in any respect will be rejected without assigning any reason whatsoever. Further, in case the

documents/forms submitted are incomplete and/or if they have any defect or modifications, the acceptance is

liable to be rejected. The Acquirers, Manager or Registrar to the Offer accept no responsibility for any loss of any

documents during transit and the Public Shareholders are advised to adequately safeguard their interest in this

regard.

7.2.6. All Public Shareholders, (including resident or non-resident shareholders) must obtain all requisite approvals

required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by

them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the

event such approvals are not submitted, the Acquirers reserves the right to reject such Equity Shares tendered in

this Open Offer. Further, if the holders of the Equity Shares who are not persons resident in India had required

any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by

them, they will be required to submit such previous approvals, that they would have obtained for holding the

Equity Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to

accept this Offer. In the event such approvals are not submitted, the Acquirers reserves the right to reject such

Offer Shares.

7.2.7. For any assistance, please contact the Manager to the Offer or the Registrar to the Offer.

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7.3. Statutory Approvals and conditions of the Offer

7.3.1. The Underlying Transaction is subject to the conditions specified under the Share Purchase Agreement, as

addressed under paragraph 3.1 titled as ‘Background of the Offer’. There are no statutory approvals required to

complete this Offer. However, in case of any such statutory approvals are required by Acquirers at a later date

before the expiry of the Tendering Period, this Offer shall be subject to such approvals and Acquirers shall make

the necessary applications for such statutory approvals.

7.3.2. In accordance with Regulation 23 (1) of the SEBI (SAST) Regulations, this Offer, shall not be withdrawn except

under the following circumstances:

7.3.2.1. If statutory approvals required for this Offer or for acquisition of Sale Shares as stipulated under the

Share Purchase Agreement are refused, provided these requirements for approval have been disclosed in

the Detailed Public Statement and the Letter of Offer;

7.3.2.2. The Acquirers, being a natural person, have died;

7.3.2.3. Any condition stipulated in the Share Purchase Agreement attracting the obligation to make the Open

Offer is not met for reasons outside the reasonable control of the Acquirers, and such Share Purchase

Share Purchase Agreement is rescinded, subject to such conditions having been specifically disclosed in

this Detailed Public Statement and the Letter of Offer.

7.3.2.4. If SEBI determines that circumstances merit the withdrawal of the Offer, in which case SEBI shall issue

a reasoned order permitting the withdrawal, which will be published on SEBI’s official website.

7.3.2.5. In the event of the withdrawal of this Offer, the Acquirers shall, through the Manager to the Offer, within

2 Working Days of such withdrawal, make an announcement in the Newspapers in which the Detailed

Public Statement for this Offer was published, providing the grounds and reasons for the withdrawal.

Simultaneously with the announcement, the Acquirers shall inform in writing the SEBI, BSE Limited,

and the Target Company at its registered office.

7.3.3. In case of delay in receipt of any statutory approval, SEBI may, if satisfied that the delay receipt of the requisite

approvals was not due to any wilful default or neglect of Acquirers, or failure of Acquirers to diligently pursue the

application for the approval, grant extension of time for the purpose, subject to Acquirers agreeing to pay interest

to the Public Shareholders as directed by SEBI, in terms of the provisions of Regulation 18(11) of SEBI (SAST)

Regulations. Further, if delay occurs Acquirers in obtaining the requisite approvals, the provisions of Regulation

17(9) of the SEBI (SAST) Regulations will also become applicable and the amount lying in the Escrow Account

shall become liable to forfeiture. Further, where any statutory approval extends to some but not all the Public

Shareholders, Acquirers shall have the option to make payment to such Public Shareholders in respect of whom

no statutory approvals are required in order to complete this Offer.

7.3.4. In terms of Regulation 23 of the SEBI (SAST) Regulations, in the event that, for reasons outside the reasonable

control of the Acquirer, any statutory approvals required are not received or refused, then the Acquirers shall have

the right to withdraw the Open Offer. In the event of withdrawal of this Offer, for reasons outside the reasonable

control of the Acquirers, a Public Announcement will be made within 2 (two) Working Days of such withdrawal,

in the same newspapers in which the DPS has been published and copy of such Public Announcement will also be

sent to SEBI, Stock Exchange and to the Target Company.

7.3.5. All Public Shareholders (including resident or non-resident shareholders) must obtain all requisite approvals

required, if any, to tender the Offer Shares (including without limitation, the approval from the RBI) held by

them, in the Offer and submit such approvals, along with the other documents required to accept this Offer. In the

event such approvals are not submitted, the Acquirers reserves the right to reject such Equity Shares tendered in

this Offer. Further, if the holders of the Equity Shares who are not persons resident in India had required any

approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them,

they will be required to submit such previous approvals, that they would have obtained for holding the Equity

Shares, to tender the Offer Shares held by them, along with the other documents required to be tendered to accept

this Offer. In the event such approvals are not submitted, the Acquirers reserve the right to reject such Offer

Shares.

7.3.6. The Acquirers shall complete all procedures relating to payment of consideration under this Offer within 10

Working Days from the date of closure of the Tendering Period of this Offer to those Public Shareholders whose

Equity Shares are accepted in this Offer.

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8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

8.1. All the shareholders (registered or unregistered) of Equity Shares whether holding Equity Shares in dematerialised form

or physical form, (except Acquirer and Sellers) are eligible to participate in the Offer any time before closure of the

Tendering Period.

8.2. There shall be no discrimination in the acceptance of locked-in and non-locked-in shares in the Offer. The residual lock-

in period shall continue in the hands of the Acquirer. The shares to be acquired under the Offer must be free from all

liens, charges and encumbrances and will be acquired together with the rights attached thereto.

8.3. Persons who have acquired the Equity Shares of the Target Company but whose names do not appear in the register of

members of the Target Company on the Identified Date or unregistered owners or those who have acquired the Equity

Shares of the Target Company after the Identified Date or those who have not received the Letter of Offer, may also

participate in this Offer.

8.4. The Open offer will be implemented by the Acquirer through Stock Exchange Mechanism made available by the Stock

Exchanges in the form of separate window (“Acquisition Window”) as provided under the SEBI SAST Regulations and

SEBI Master circular SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023 issued by SEBI.

8.5. BSE Limited shall be the Designated Stock Exchange for the purpose of tendering equity shares in the Open Offer.

8.6. The Acquirer have appointed Shreni Shares Limited for the Open Offer through whom the purchases and settlement of

the Offer Shares tendered under the Open Offer shall be made. The contact details of the buying broker are as mentioned

below:

SHRENI SHARES LIMITED

SEBI Registration No.: INZ0002688538

Contact Person: Mr. Hitesh N. Pujani

Address: Office No. 217, Hive 67 Icon, Poisar Gymkhana Road, Near Raghuleela Mall, Kandivali West, Mumbai -

400067

Tel: No.: 022-35011600; E-Mail: shrenisharespvtltd@yaahoo.in ; Website: www.shreni.com

8.7. In accordance with SEBI circular bearing reference number SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020,

shareholders holding securities in physical form are allowed to tender shares in an Open Offer. Such tendering shall be

as per the provisions of the SEBI SAST Regulations. Accordingly, Eligible Equity Shareholders holding equity shares in

physical form as well are eligible to tender their equity shares in this Offer as per the provisions of the SEBI SAST

Regulations.

8.8. All the Eligible Equity Shareholders who desire to tender their equity shares under the Open Offer will have to intimate

their respective stock brokers (“Selling Brokers”) within the normal trading hours of the Secondary Market, during the

Tendering period.

8.9. A separate Acquisition Window will be provided by the BSE to facilitate placing of sell orders. The Selling broker can

enter orders for dematerialized as well as physical Equity shares.

8.10. The cumulative quantity tendered shall be displayed on the Exchange website throughout the trading session at specific

intervals by the Stock Exchange during the Tendering period.

8.11. Shareholders can tender their shares only through a Broker with whom the shareholder is registered as client.

8.12. In the event Selling Member/ Selling Brokers of any Eligible Shareholder is not registered with BSE trading member/

stock broker, then that Eligible Shareholder can approach any BSE registered stock broker and can register himself by

using quick Unique Client Code (“UCC”) facility through that BSE registered stock broker after submitting all details

Shareholder is unable to register himself by using quick UCC facility through any other BSE registered stock broker,

then that Eligible Shareholder may approach the Buying Broker, viz. Shreni Shares Limited, to register himself by using

quick UCC facility.

8.13. Procedure for tendering shares held in Dematerialized Form:

a) The Eligible Equity Shareholders who are holding the equity shares in demat form and who desire to tender their

Equity shares in this offer shall approach their broker indicating to their broker the details of equity shares they intend

to tender in Open Offer.

b) Under the existing mechanism, the shares tendered by the shareholders, on its acceptance will be directly transferred

to the account maintained by the Clearing Corporation. As per SEBI circular SEBI/HO/CFD/DCR-

III/CIR/P/2021/615 dated August 13, 2021, a lien shall be marked against the shares of the shareholders participating

in the tender offers. Upon finalization of the entitlement, only accepted quantity of shares shall be debited from the

demat account of the shareholders. The lien marked against unaccepted shares shall be released.

c) There is no change in existing Early Pay-in process by investors and custodians.

d) Shareholders should therefore ensure to give the instructions in the Depository systems well in advance to ensure all

their DEMAT bids placed by the Trading Members are accepted before issue closure time.

e) Custodian(s) should deposit shares/ Units through the Early Pay-in mechanism provided by Depositories system

before confirmation of the bid orders placed by the Trading Members the bids/ orders.

f) On the date of settlement all blocked equity shares will be transferred to the Clearing Corporation and the lien on the

excess equity shares will be cancelled.

g) The details of settlement number for early pay-in of Equity Shares shall be informed in the issue opening circular that

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will be issued by the Stock Exchanges/ Clearing Corporation, before the opening of the Offer.

h) Upon placing the order, the Selling Broker(s) shall provide transaction registration slip (“TRS”) generated by the

Exchange bidding system to the shareholder. TRS will contain details of order submitted like Bid ID No., DP ID,

Client ID, No. of equity shares tendered etc.

i) The shareholders will have to ensure that they keep the depository participant account active and unblocked to receive

credit in case of return of Equity Shares due to rejection or due to prorated Open Offer.

The shareholders holding Equity shares in demat mode are not required to fill any Form of Acceptance- cum-

Acknowledgement. The shareholders are advised to retain the acknowledged copy of the DIS and the TRS till the

completion of Offer Period.

8.14. Procedure to be followed by the registered Shareholders holding Equity Shares in physical form:

a) All the Eligible Equity Shareholders holding Equity Shares in physical form, who wish to accept the Offer and

tender their Equity Shares in the Open Offer can send/deliver the Form of Acceptance-cum- Acknowledgment

duly signed along with all the relevant documents (envelope should be super-scribed “R S C Open Offer”) by

registered post with acknowledgement due or by courier, at their own risk and cost, to the Registrar to the Offer

during the working hours on or before the date of closure of the Tendering Period.

b) Shareholders who are holding physical equity shares and intend to participate in the offer will be required to

approach their respective Selling Broker along with the complete set of documents for verification procedures to

be carried out including the:

i. The form of Acceptance-cum-Acknowledgement duly signed (by all equity Shareholders in case shares are in

joint names) in the same order in which they hold the Equity Shares;

ii. Original Share Certificates;

iii. Valid shares transfer form(s) duly filled and signed by the transferors i.e., by all registered Shareholders in

same order and as per the specimen signatures registered with the Target Company and duly witnessed at the

appropriate place authorizing the transfer in favor of the Acquirers and the PACs;

iv. Self-attested copy of the Shareholder’s PAN card;

v. Any other Relevant documents such as (but not limited to):

 Duly attested power of attorney if any person other than the equity shareholder has signed the

relevant Form of Acceptance-cum-Acknowledgement;

 Notarized Copy of death certificate/ succession certificate or probated will, if the original

Shareholder has deceased;

 Necessary corporate authorizations, such as Board Resolutions etc, in case of companies.

vi. In addition to the above, if the address of the Shareholders has undergone a change from the address registered

in the register of members of the Target Company, the Shareholder would be required to submit a self-attested

copy of address proof consisting of any one of the following documents: Valid Aadhar Card, Voter Identity card

or Passport.

c) The Eligible Equity Shareholders should approach the Seller Member (Trading Member of the Exchange) with his

physical share certificate(s), transfer deed etc. as specified in the Letter of Offer.

d) The Seller Member(s) should place bids on the Stock Exchange Platform with relevant details as mentioned on

physical share certificate(s). The Seller Member(s) to print the Transaction Registration Slip (TRS) generated by the

Exchange Bidding System. TRS will contain the details of order submitted like Folio No., Certificate No. Dist. Nos.,

No. of shares etc.

e) The Eligible Equity Shareholders has to deliver the shares & documents along with TRS to the Registrar & Transfer

Agent (RTA). Physical Share Certificates to reach RTA within 2 days of bidding by Seller Member.

f) The holders of physical equity shares shall ensure that the bidding form, together with the share certificate and

transfer deed, is received by the share transfer agent appointed for the purpose before the last date of tendering

period.

g) In addition, if the address of the Public Shareholder has undergone a change from the address registered in the

attested copy of address proof consisting of any one of the following documents: (i) valid Aadhar Card; (ii) Voter

Identity Card; or(iii) Passport.

h) Eligible Equity Shareholders holding physical Equity Shares should note that physical Equity Shares will not be

accepted unless the complete set of documents is submitted. Acceptance of the physical Equity Shares for the Open

Offer shall be subject to verification as per the SEBI SAST Regulations and any further directions issued in this

regard.

i) One copy of the TRS will be retained by RTA and RTA is to provide acknowledgement of the same to the Public

Shareholder.

j) The Seller Member’s shall be able to view in his terminal such physical share bids as provisional bids.

k) The verification of physical certificates shall be completed on the day on which they are received by the RTA.

l) The reasons for RTA rejection will be available as download to the Seller Member.

m) As and when the RTA confirms the records, such bids will be treated as confirmed and displayed on Exchange

Website.

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n) In the Seller Member’s terminal such physical share bids will be moved from provisional bids to confirmed bids.

o) On acceptance of physical shares by the RTA, the funds received from Buying Broker by the Clearing Corporation

(ICCL) will be released to the Seller Member(s) as per secondary market pay out mechanism.

p) Any excess physical shares pursuant to acceptance/ allotment or rejection will be returned back to the Public

Shareholder directly by RTA.

8.15. Modification/Cancellation of orders will not be allowed during the period the Offer is open.

8.16. The cumulative quantity tendered shall be made available on the website of the BSE throughout the trading session and

will be updated at specific intervals during the tendering period.

8.17. Procedure for Tendering the Shares in case of Non-Receipt of this Letter of Offer:

Persons who have acquired equity shares but whose names do not appear in the register of members of the Target

Company on the Identified Date, or those who have not received the Letter of Offer, may also participate in this Offer. A

shareholder may participate in the Offer by approaching their broker and tender Equity shares in the Open Offer as per

the procedure mentioned in this Letter of Offer or in the Form of Acceptance-cum-Acknowledgement. Eligible Equity

Shareholders will be sent the Letter of Offer and the Tender Form through Speed Post / Registered Post. Further the

Eligible Equity Shareholders whose email ids are registered with the Registrar and Share Transfer Agent will be sent the

Letter of Offer and the Tender Form through electronic means. In case of non-receipt of this Letter of Offer, such Eligible

Equity Shareholders of the Target Company may download the same from the SEBI website (www.sebi.gov.in) or

Manager to the Offer website (www.srujanalpha.com) or obtain a copy of the same from the Registrar to the Offer on

providing suitable documentary evidence of holding of the Equity shares of the Target Company. Alternatively in case of

non-receipt of this Letter of Offer, shareholders holding shares may participate in the Offer by providing their application

in plain paper in writing signed by all shareholder, stating name, address, number of shares held, client Id number, DP

name, DP ID number, number of shares tendered and other relevant documents such as physical share certificates and

Form SH-4 in case of shares being held in physical form. Such Shareholders have to ensure that their order is entered in

the electronic platform to be made available by the BSE before the closure of the Offer.

8.18. No indemnity is needed from the unregistered shareholders.

8.19. Non-receipt of the Letter of Offer by, or accidental omission to dispatch the Letter of Offer to any shareholder, does not

invalidate the Offer in any way.

8.20. The acceptance of the Offer made by the Acquirer is entirely at the discretion of the shareholders of the Target Company.

The Acquirer does not accept any responsibility for the decision of any Shareholder to either participate or to not

participate in this Offer. The Acquirer will not be responsible in any manner for any loss of share certificate(s) and other

documents during transit and the shareholders are advised to adequately safeguard their interest in this regard.

8.21. Acceptance of Equity Shares:

Registrar to the Offer shall provide details of order acceptance to Clearing Corporation within specified timelines. In

the event that the number of Equity Shares (including demat Equity Shares, physical Equity Shares and locked-in

Equity Shares) validly tendered by the Shareholders under this Offer is more than the number of Offer Shares, the

Acquirer shall accept those Equity Shares validly tendered by the Shareholders on a proportionate basis in consultation

with the Manager to the Open Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable

manner.

8.22. Settlement Process:

8.22.1 On closure of the Offer, reconciliation for acceptances shall be conducted by the Manager to the Open Offer and

the Registrar to the Open Offer and the final list shall be provided to the BSE to facilitate settlement on the basis of

Equity Shares transferred to the Clearing Corporation.

8.22.2 The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.

Selling Brokers should use the settlement number to be provided by the Clearing Corporation to transfer the shares

in favor of Clearing Corporation.

8.22.3 The Buying Broker will make the funds pay-in in the settlement account of the Clearing Corporation. For Equity

Shares accepted under the Offer, the Public Shareholders will receive funds pay-out directly in their respective

bank accounts (in case of demat Equity Shares, in the bank accounts which are linked to the respective demat

accounts) / as per secondary market pay-out mechanism (in case of physical Equity Shares). However, in the

event that the pay-outs are rejected by the Public Shareholder’s bank accounts due to any reason, the pay-out will

be transferred to their respective Selling Brokers’ settlement accounts and their respective Selling Brokers will

thereafter transfer the consideration to the respective Public Shareholders. The Public Shareholders will be

required to independently settle fees, dues, statutory levies or other charges (if any) with their Selling Brokers.

8.22.4 In case of certain client types viz. NRI, Foreign Clients etc. (where there are specific RBI and other regulatory

requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would be

given to their respective Selling Broker’s settlement accounts for releasing the same to their respective

Shareholder’s account onwards. For this purpose, the client type details would be collected from the Registrar to

the Offer.

8.22.5 Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Public Shareholders

would be returned to them by the Clearing Corporation. Any excess physical Equity Shares pursuant to

proportionate acceptance/ rejection will be returned back to the Public Shareholders directly by the Registrar to the

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Offer. The Target Company is authorized to split the share certificate and issue new consolidated Share Certificate

for the unaccepted Equity Shares, in case the Equity Shares accepted by the Target Company are less than the

Equity Shares tendered in the Open Offer by the Equity Shareholders holding Equity Shares in the physical form.

8.22.6 Once the basis of acceptance is finalised, the Clearing Corporation would facilitate clearing and settlement of

trades by transferring the required number of Equity Shares to the Special Demat account which is opened by the

Acquirers.

8.22.7 Public Shareholders who intend to participate in the Offer should consult their respective Seller Member for

payment to them of any cost, charges and expenses (including brokerage) that may be levied by the Seller

Member upon the Public Shareholders for tendering Equity Shares in the Offer (secondary market transaction).

The consideration received by the Public Shareholders from their respective Seller Member, in respect of accepted

Equity Shares, could be net of such costs, charges and expenses (including brokerage) and the Acquirer accepts no

responsibility to bear or pay such additional cost, charges and expenses(including brokerage) incurred solely by

the Public Shareholder.

8.22.8 Equity Shares that are subject to any charge, lien or encumbrance are liable to be rejected except where ‘No

Objection Certificate’ from lenders is attached.

8.22.9 The Letter of Offer along with Acceptance form and Transfer Deed will be sent through electronic mail to all the

Eligible Equity Shareholders as on the Identified Date, who have registered their email ids with the Depositories

and/or the RTA. In case of non-receipt of the LOF, such shareholders may download the same from the SEBI

website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on providing suitable

documentary evidence of holding of the Equity Shares of the Target Company.

8.23. Settlement of Funds/ Payment Consideration:

8.23.1 The Buying Broker will transfer the funds pertaining to the Offer to the Clearing Corporation’s bank account as

per the prescribed schedule.

8.23.2 For Equity Shares accepted under the Open Offer, Clearing Corporation will make direct funds pay-out to

respective Public Shareholders. If shareholders’ bank account details are not available or if the funds transfer

instruction are rejected by RBI/Bank, due to any reason, then such funds will be transferred to the concerned

Selling Broker settlement bank account for onward transfer to their respective shareholders.

8.23.3 The payment will be made to the Buying Broker for settlement. For Equity Shares accepted under the Open Offer,

the Public Shareholder/Selling Broker/Custodian participant will receive funds pay-out in their settlement bank

account.

8.23.4 The funds received from the Buyer Broker by the Clearing Corporation will be released to the Public

Shareholder/Selling Broker(s)/Custodians as per secondary market pay out mechanism.

8.23.5 In case of delay in receipt of any statutory approval(s), SEBI has the power to grant extension of time to the

Acquirer for payment of consideration to the shareholders of the Target Company who have accepted the Open

Offer within such period, subject to the Acquirer agreeing to pay interest for the delayed period if directed by

SEBI in terms of Regulation 18(11) of SEBI (SAST) Regulations, 2011.

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9. NOTE ON TAXATION:

9.1. The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. The

Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to income-tax in India

on his worldwide income, subject to certain tax exemptions, which are provided under the Income Tax Act, 1961. A

person who is treated as a non-resident for Indian income-tax purposes is generally subject to tax in India only on such

person’s India sourced income (i.e. income which accrues or arises or deemed to accrue or arise in India) or income

received or deemed to be received by such persons in India. In case of shares of a company, the source of income from

shares would depend on the ‘Situs’ of such shares. ‘Situs’ of the shares is generally where a company is ‘incorporated’.

Accordingly, since the Target Company is incorporated in India, the Target Company’s shares should be deemed to be

‘situated’ in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the

Income Tax Act, 1961 (“IT Act”).

9.2. Gains arising from the transfer of shares may be treated either as ‘capital gains’ or as ‘business income’ for income-tax

purposes, depending upon whether such shares were held as a capital asset or business asset (i.e. stock-in-trade). The IT

Act also provides for different income-tax regimes/ rates applicable to the gains arising from the tendering of Equity

Shares under the Open Offer, based on the period of holding, residential status, classification of the shareholder and

nature of the income earned, etc. Any applicable surcharge and education cess would be in addition to such applicable

tax rates.

9.3. Based on the provisions of the IT Act, the shareholders would be required to file an annual income-tax return, as may be

applicable to different category of persons, with the Indian income tax authorities, reporting their income for the relevant

year. The summary of income-tax implications on tendering of Equity Shares on the recognized stock exchange and

chargeable to Securities Transaction Tax (STT) is set out below.

9.4. Taxability of capital gain in the hands of the Equity Shareholders:

 The Finance Act, 2018, vide Section 112A, has imposed an income tax on long-term capital gains at the rate of 10%

(Ten percent only) on transfer of equity shares that are listed on a recognized stock exchange, which have been held

for more than 1 (one) year and have been subject to STT upon both acquisition and sale (subject to certain

transactions, to which the provisions of applicability of payment of STT upon acquisition Rs. 1,00,000/- (Indian

Rupees One Lakh only) (without any indexation and foreign exchange fluctuation benefits). It may also be noted that

any capital gains arising up to January 31, 2018, are grandfathered under this provision. The cost of acquisition for the

long-term capital asset acquired on or before January 31, 2018, will be the actual cost. However, if the actual cost is

less than the fair market value of such asset (lower of consideration on transfer) as on January 31, 2018, the fair

market value will be deemed to be the cost of acquisition.

 As per section 111A of the IT Act, short-term capital gains arising from transfer of listed shares on which STT is paid

would be subject to tax at the rate of 15% (Fifteen percent only) for Equity Shareholders (except certain specific

categories).

 Any applicable surcharge and education cess would be in addition to above applicable rates.

 In case of resident Public Shareholders, in absence of any specific provision under the IT Act, the Acquirers and the

PACs shall not deduct tax on the consideration payable to resident Public Shareholders pursuant to the Offer.

However, in case of non-resident Public Shareholders, since the Offer is through the recognized stock exchange, the

responsibility to discharge the tax due on the gains (if any) is on the non-resident Public Shareholders. It is therefore

recommended that the non-resident Public Shareholder may consult their custodians/authorized dealer’s/ tax advisors

appropriately.

 The tax implications are based on provisions of the IT Act as applicable as on date of this DLOF. In case of any

amendment made effective prior to the date of closure of this Offer, then the provisions of the IT Act as amended

would apply.

 Notwithstanding the details given above, all payments will be made to the Public Shareholders subject to compliance

with prevailing tax laws. The final tax liability of the Public Shareholder shall remain of such Public Shareholder and

the said Public Shareholder will appropriately disclose the amounts received by it, pursuant to this Offer, before the

Indian income tax authorities.

THE ABOVE DISCLOSURE ON TAXATION 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 DISPOSAL OF THE EQUITY SHARES. THIS DISCLOSURE IS NEITHER

BINDING ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT

TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, THE ELIGIBLE

EQUITY SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR TAX

TREATMENT ARISING OUT OF THE PROPOSED OFFER THROUGH TENDER OFFER AND

APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. THE ACQUIRER AND THE

MANAGER TO THE OFFER DO NOT ACCEPT NOR HOLD ANY RESPONSIBILITY FOR ANY TAX

LIABILITY ARISING TO ANY EQUITY SHAREHOLDER AS A REASON OF THIS OFFER.

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10. DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the office of the Manager to the Offer, Srujan

Alpha Capital Advisors LLP, located at 824 & 825, Corporate Avenue, Sonawala Road, opposite Atlanta Centre,

Sonawala Industry Estate, Goregaon, Mumbai- 400064 on any working day between 10:00 a.m. (Indian Standard

Time) and 5:00 p.m. (Indian Standard Time) during the Tendering Period commencing from Tuesday, June 17, 2025,

to Tuesday, July 01, 2025. Further, in light of SEBI Circular SEBI/HO/CFD/DCR2/CIR/P/2020/139 dated July 27,

2020, read with SEBI Circular SEBI/CIR/CFD/DCR1/CIR/P/2020/83 dated May 14, 2020, copies of the following

documents will be available for inspection to the Public Shareholders electronically during the Tendering Period. The

Public Shareholders interested to inspect any of the following documents can send an email from their registered email

addresses (including shareholding details and authority letter in the event the Public Shareholder is a corporate body)

with a subject line [“Documents for Inspection – R S C Open Offer”], to the Manager to the Open Offer at

partners@srujanalpha.com; and upon receipt and processing of the received request, access can be provided to the

respective Public Shareholders for electronic inspection of documents.

1. Certificate of Incorporation, Memorandum and Articles of Association of Target Company.

2. Memorandum of Understanding between the Manager to the Open Offer and the Acquirers

3. Audited Financial Statement for the year ended March 31, 2025 and the Audited Financial Statements as per the Annual

Reports for the last two Financial Years ending March 31, 2024, March 31, 2023 of the Target Company.

4. Certificate dated January 20, 2025 issued by Mr. S M Bhatt, Chartered Accountant (Membership No. 030696) partner of

M/s. S M Bhatt & Associates (Firm registration No. 131347W ), having office at G-3, B Building, Labh Ashish, Old Police

Lane, Andheri (E), Mumbai – 400069; Email id: bhat30696@yahoo.in and bearing UDIN: 25030696BMIADD8837 and

25030696BMIADB4104 certifying the net worth of the Acquirer 1 & Acquirer 2 respectively.

5. Copy of Escrow Agreement dated January 20, 2025 between the Acquirers, Manager to the Offer and Escrow Bank.

6. Copy of Share Purchase Agreement dated January 20, 2025 executed between the Acquirers and Sellers which triggered the

Open Offer.

7. Copy of Public Announcement dated January 20, 2025 and published copy of the Detailed Public Statement dated January

24, 2025

8. Bank Statement received from IndusInd Bank Limited for required amount kept in the escrow account.

9. Balance Confirmation Letter dated January 21, 2025 received from IndusInd Bank Limited confirming that amount kept in

Escrow Account.

10. Observation letter bearing reference number SEBI/HO/CFD/CFD-RAC-DCR2/P/OW/2025/14478/1 dated May 30, 2025

received from SEBI.

11. A copy of the recommendation made by the Committee of Independent Directors (IDC) of the Target Company.

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11. DECLARATION BY THE ACQUIRERS

The Acquirers accept full responsibility for the information contained in this Letter of Offer (other than such information as

has been obtained from public sources or provided by or relating to and confirmed by the Target Company and undertake that

they are aware of and will comply with their obligations under the SEBI (SAST) Regulations in respect of this Offer. The

Acquirers will be responsible for ensuring compliance with the SEBI (SAST) Regulations.

The information pertaining to the Target Company contained in the Public Announcement or the Detailed Public Statement or

the Letter of Offer or any other advertisement/publications made in connection with this Offer has been compiled from

information published or provided by the Target Company or publicly available sources which has not been independently

verified by Acquirers or the Manager. Acquirers, and the Manager do not accept any responsibility with respect to such

information relating to the Target Company, and the Selling Promoter Shareholder.

The persons signing this Letter of Offer on behalf of the Acquirers have been duly and legally authorized to sign this Letter of

Offer.

ISSUED BY MANAGER TO THE OFFER ON BEHALF OF THE ACQUIRERS

ACQUIRER-1

ACQUIRER-2

Mr. Shailesh Agrawal

Residential Address: Hari Kripa Bhawan, Tejendra Nath Lane,

Dal Bazar, Gwalior Madhya Pradesh-474009 India.

Sd/-

Mr. Ramji Das Agarwal

Residential Address: Hari Kripa Bhawan, Tejendra Nath Lane,

Dal Bazar, Gwalior Madhya Pradesh-474009 India.

Sd/-

Place: Mumbai

Date: June 09, 2025

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FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

(All terms and expressions used herein shall have the same meaning as described thereto in the LOF) (Please send this form of acceptance with enclosures to the Registrar to the Offer)

To,

The Acquirer C/o Skyline Financial Services Private Limited

Unit: R S C – Open Offer D-153A, 1st Floor, Okhla Industrial Area,

Phase-I, New Delhi - 110020, India Date:

OFFER

Opens on TUESSDAY, JUNE 17, 2025

Closes on TUESDAY, JULY 01, 2025

For Office Use Only

Acceptance Number

Number of Equity shares offered

Number of Equity shares accepted

Purchase Consideration (Rs.)

Dear Sir,

Sub: Open Offer by Mr. Shailesh Agrawal (Acquirer-1) along with Mr. Ramji Das Agarwal (Acquirer-2) to the eligible equity shareholders of M/s. R S C International Limited (“R S C” or the “Target Company”) to acquire from them upto 14,94,922 equity shares of Rs. 10/- each representing 26% of the

total voting share capital of R S C at a price of Rs. 9.50/- per share (“Open Offer”).

1. I/We refer to the LOF dated June 09, 2025 for acquiring the equity shares held by me/us in M/s.R S C International Limited. 2. I/We, the undersigned have read the Letter of Offer, understood its contents including the terms and conditions as mentioned therein.

3. I/We, unconditionally Offer to tender shares to the Acquirer the following equity shares in M/s.R S C International Limited held by me/us at a price of Rs. 9.50/- (Rupees Nine and fifty paisa Only) per equity shares.

4. I/We enclose the original share certificate(s) in respect of my/our equity shares as detailed below (please enclose additional sheet(s) if required).

DETAILS OF SHARES CERTIFICATE Sr. No. Certificate No(s). Distinctive No(s). No. of equity shares

From To

Total No. of equity shares

SHARES HELD IN DEMATERIALISED FORM Sr. No. DP Name DP ID Client ID No. of Shares

5. I / We confirm that the equity shares which are being tendered herewith by me / us under this Offer, are free from liens, charges, equitable interests and encumbrances

and are being tendered together with all rights attached thereto, including all rights to dividends, bonuses and rights offers, if any, declared hereafter and that I/ We have obtained any necessary consents to sell the equity shares on the foregoing basis.

6. I / We also note and understand that the obligation on the Acquirer to pay the purchase consideration arises only after verification of the certification, documents and signatures submitted along with this Form of Acceptance cum-Acknowledgment.

7. I / We confirm that there are no taxes or other claims pending against us which may affect the legality of the transfer of equity shares under Income Tax Act, 1961. I/We are not debarred from dealing in equity shares.

8. I / We authorize the Acquirer to accept the Shares so offered which they may decide in terms of the Offer Letter and I / We further authorize the Acquirer to return to me/us, Equity Share certificate(s) in respect of which the Offer is not found valid / not accepted, specifying the reasons thereof.

9. I / We authorize the Acquirer or the Registrar to the Offer to send by registered post/under certificate of posting, the Cheque, in settlement of the amount to the sole/first holder at the address mentioned below:

Yours faithfully,

Signed and

Delivered:

Full Names (s) of the holders Address & Telephone No. Signature

First/Sole Holder Joint Holder 1

Joint Holder 2

Note: In case of joint holdings, all holders must sign. A corporation / Company must affix its common seal. Address of

First/Sole Shareholder: Place:

Date:

So as to avoid fraudulent encashment in transit, Shareholders(s) may provide details of bank account of the first / sole Shareholder and the consideration cheque or demand draft will be drawn accordingly.

Please enclose cancelled cheque and copy of PAN card

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***** Tear along this line *****

ACKNOWLEDGEMENT SLIP

total voting share capital of R S C at a price of Rs. 9.50/- per share (“Open Offer”).

Acknowledgement Slip Sr. No. Received from Mr./Ms./M/s.

Address Physical Shares: Folio No. / Demat Shares: DP ID: Client ID:

Form of Acceptance along with (Tick whichever is applicable): Physical Shares: No. of Shares ; No. of certificate enclosed

Demat Shares: Copy of delivery instruction for No. of Shares Signature of Official: Date of Receipt Stamp of collections Centre

Note: All Future correspondence, if any, should be addressed to Registrar to the Offer.

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

CIN: U74899DL1995PTC071324 SEBI REGN. NO: INR000003241

Contact Person: Mr. Anuj Rana Address: D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020

Tel No.: 011-40450193-97, Email: admin@skylinerta.com, Website: www.skylinerta.com

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