THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION DRAFT LETTER OF OFFER This Letter of offer (LOO) is sent to you as shareholder(s) of DHANVARSHA FINVEST LIMITED. If you require any clarifications about the action to be taken, you may please consult your stock broker or investment consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold your equity shares in DHANVARSHA FINVEST LIMITED, please hand over this Letter of offer and the accompanying Form of Acceptance cum Acknowledgement ( Acceptance Form ) and Transfer Deed(s) to the Member of Stock Exchange through whom the said sale was effected. OPEN OFFER ( Offer ) BY Truvalue Agro Ventures Private Limited Registered Office:1 st Floor, DJ House (Erstwhile Wilson House), Old Nagardas Road, Andheri (East), Mumbai Tel: , truvalueagro@gmail.com, To acquire up to 35,10,000 equity shares of Rs. 10 each at an Offer Price of Rs. 21 per equity share of Rs 10 each payable in cash, representing 26% of the total expended equity share capital / voting capital Pursuant to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof OF DHANVARSHA FINVEST LIMITED Registered Office: B Wing, 813/2, Mondeal Square, Opp. Karnavati Club, S G Highway, Ahmedabad Tel: ; dhanvarshafinvest@gmail.com ATTENTION: 1. This Offer is being made by the Acquirer pursuant to Regulations 3(1) and 4 of the SEBI (SAST) Regulations. 2. As on date of this LOO, no statutory approvals are required except as mentioned in para 8.15 hereunder. 3. This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI (SAST) Regulations and is not a competing offer in terms of the Regulation 20 of SEBI (SAST) Regulations. 4. Upward revision/withdrawal, if any, of the Offer would be informed by way of an Issue Opening Public Announcement in the same newspapers where the original Detailed Public Statement has appeared. Acquirer is permitted to revise the Offer Size and/or Offer Price upwards only at any time prior to the commencement of last three working days before the commencement of the Tendering Period i.e. till Friday, September 15, The same price will be payable by the Acquirer for all the shares tendered anytime during the Tendering Period. 5. There is no competing offer as on the date of this Letter of Offer. 6. If there is a competing offer, the public offer under all the subsisting bids shall open and close on the same date. 7. A copy of Public Announcement ( PA ), Detailed Public Statement ( DPS ) and this Letter of Offer (LOO) along with Form of Acceptance cum Acknowledgement is also available on SEBI website: MANAGER TO THE OFFER Chartered Capital And Investment Limited 711, Mahakant, Opp. V S Hospital, Ellisbridge, Ahmedabad Tel: / Fax: info@charteredcapital.net Contact Person: Mr. Manoj Kumar Ramrakhyani/ Mr. Sagar Bhatt SEBI Registration No.: INM SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER REGISTRAR TO THE OFFER Bigshare Services Private Limited 1 st Floor, Bharat Tin Works Building, Opp Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai , Tel: , Fax: , openoffer@bigshareonline.com. Contact Person: Mr. Jibu John, SEBI Registration No.: INR Investor Grievance investor@bigshareonline.com Sr. No. Activity Day and Date 1. Date of Public Announcement Thursday, July 27, Date of publication of the DPS Thursday, August 3, Last date for a Competitive Bid / Offer Tuesday, August 29, Identified Date* Thursday, September 7, Date by which Letter of offer will be dispatched to the Shareholders Thursday, September 14, Last date for upward revision of Offer Price and/or Offer Size Friday, September 15, Last date by which Board of the Target Company shall give its recommendation Tuesday, September 19, Offer opening PA releasing date Wednesday, September 20, Date of commencement of tendering period (offer opening date) Thursday, September 21, Date of closing of tendering period (offer closing date) Thursday, October 5, Date by which all requirements including payment of consideration would be Monday, October 23, 2017 completed (*) Date for the purposes of determining the public shareholders of the Target Company to whom the Letter of Offer shall be sent. 1

2 TABLE OF CONTENTS Sr. No. Particulars Page No. Risk Factors 1. Definitions/Abbreviations 3 2. Disclaimer Clause 5 3. Details of the Offer 5 4. Background of the Acquirer 7 5. Background of the Target Company 9 6. Offer Price Financial Arrangements Terms and Conditions of the Offer Procedure for Acceptance and Settlement of Offer Documents for Inspection Declaration by the Acquirer Enclosures 22 RISK FACTORS i. Risk in association with the Transaction The preferential allotment of 57,42,200 fully paid up Equity Shares of face value Rs.10 each of Target Company for cash, at a price of Rs.21 per Equity Share (including premium of Rs.11 per Equity Share) aggregating to Rs lacs to the acquirer is subject to receipt of approval from the shareholders of the Target Company in accordance with the provisions of section 62(1)(c) and all other applicable provision, if any, of the Companies Act, 2013 read with Rules made thereunder (including any amendment or statutory modifications or reenactment thereof, for the time being in force), provision of Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, receipt of in-principle approval for listing from BSE Limited under regulation 28 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listing and trading approval of BSE, and approval of Reserve Bank of India in terms of Paragraph 59 of Master Direction DNBR.PD.007/ / , September 01, 2016 [Master Direction - Non- Banking Financial Company Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016]. ii. Risk in association with the Offer To the best of knowledge and belief of the Acquirer, as of the date of this DPS, except approval of Reserve Bank of India in terms of Paragraph 59 of Master Direction DNBR.PD.007/ / , September 01, 2016 [Master Direction - Non-Banking Financial Company Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016], there are no other statutory approvals required for this Offer. Target Company has not yet made the said application and same will be filed in due course of time. However, if any other statutory approvals are required or become applicable prior to completion of this Offer, this Offer would be subject to the receipt of such other statutory approvals that may become applicable at a later date. The Acquirer reserves the right to withdraw the Offer in accordance with Regulation 23(1)(a) of the SEBI (SAST) Regulations in the event the requisite statutory approvals for the purpose of this Offer or those that may be necessary at a later date, are refused. In the event that (a) the regulatory approvals are not received in a timely manner; or (b) there is any litigation to stay the offer; or (c) SEBI instructs the Acquirer not to proceed with the offer or to comply with certain conditions before proceeding the offer, then the offer process may be delayed beyond the schedule of activities indicated in this Letter of offer. Consequently, the payment of consideration to the public shareholders of DFL, whose shares have been accepted in the offer as well as the 2

3 return of shares not accepted by the acquirer, may be delayed. The tendered equity shares and documents will be held by the Registrar to the Offer, until such time as the process of acceptance of such equity shares and the payment of consideration thereto is completed. In case of delay in receipt of any statutory approval, SEBI has the power to grant extension of time to Acquirer for payment of consideration to the public shareholders of the Target Company who have accepted the Offer within such period, subject to Acquirer agreeing to pay interest for the delayed period if directed by SEBI in terms of Regulation 18(11) of the SEBI (SAST) Regulations. The equity shares tendered in the Offer will be held in trust by the Clearing Corporation / Registrar to the Offer until the completion of the Offer (in accordance with the Regulations and other applicable laws, rules and regulations), and the shareholders will not be able to trade, sell, transfer, exchange or otherwise dispose of such equity shares until the completion of the Offer or withdrawal of the Offer in accordance with Regulation 23(1) of the SEBI (SAST) Regulations. During such period there may be fluctuations in the market price of the equity shares. Accordingly, the Acquirer does not make any assurance with respect to the market price of the equity shares at any time, whether during or upon or after the completion of the Offer, and disclaim any responsibility or obligation of any kind (except as required by applicable law) with respect to any decision by any shareholder on whether to participate or not to participate in the Offer Shareholders should note that the Shareholders who tender the Equity Shares in the Offer shall not be entitled to withdraw such acceptances during the Tendering Period. In the event of over-subscription to the offer, the acceptance will be on a proportionate basis and hence there is no certainty that all the shares tendered by the shareholders in the Offer will be accepted. This Offer is subject to completion risks as would be applicable to similar transactions. iii. Risk in association with the Acquirer The Acquirer makes no assurance with respect to financial performance of the Target Company. The Acquirer makes no assurance with respect to its investment/divestment decisions relating to its proposed shareholding in the Target Company. The Acquirer makes no assurance of market price of shares of the Target Company during or after the offer. The Acquirer and the Manager to the Offer accept no responsibility for statements made otherwise than in the Letter of Offer (LOO)/ Detailed Public Statement (DPS)/Public Announcement (PA) and anyone placing reliance on any other sources of information (not released by the Acquirer) would be doing so at his / her / its own risk. The Acquirer does not accept the responsibility with respect to the information contained in PA or DPS or LOO that pertains to the Target Company and has been compiled from publicly available sources and/or provided/confirmed by the company and have not been independently verified. The risk factors set forth above, pertain to the Transactions, offer & the acquirer and not in relation to the present or future business or operations of DFL or any other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risk involved in participation or otherwise by a shareholder in the offer. Shareholders of DFL are advised to consult their stockbrokers or investment consultants, if any for further risk with respect to their participation in the offer. Each Shareholder of the Target Company is hereby advised to consult with legal, financial, tax, investment or other advisors and consultants of their choice, if any, for further risks with respect to each such Shareholder s participation in the Offer and related transfer of Equity Shares of the Target Company to the Acquirer. 1. DEFINITIONS/ABBREVIATIONS Sr. No Term Definition/Abbreviation Truvalue Agro Ventures Private Limited, a Company 1. Acquirer or The Acquirer incorporated under Companies Act, 2013 and having its registered office at 1 st Floor, DJ House (Erstwhile Wilson House), Old Nagardas Road, Andheri (East), Mumbai AGM Annual General Meeting 3. ASE Ahmedabad Stock Exchange Limited 3

4 4. Board of Directors Board of Directors of the Target Company 5. BSE BSE Limited 6. Book Value Per Share [Equity Capital + Free Reserve (excluding Revaluation Reserve) - Debit balance in Profit & Loss A/c Misc expenditure not written off] / No. of Equity Shares 7. CDSL Central Depository Services (India) Limited 8. Closure of the Tendering Period Thursday, October 5, Depositories CDSL and NSDL 10. DLOO The draft letter of offer filed with SEBI pursuant to Regulation 11. DPS or Detailed Public Statement 12. Earnings Per Share / EPS 16(1) of the SEBI (SAST) Regulations Detailed Public Statement which appeared in the newspapers on Thursday, August 3, 2017 Profit After Tax available to Equity Shareholders / Weighted Average No. of Equity Shares 13. EGM Extra-Ordinary General Meeting 14. Equity Share Fully paid up Equity shares of Rs. 10 each of Target Company 15. Form of Acceptance or FOA Form of Acceptance - cum - Acknowledgement 16. Identified Date Thursday, September 7, Insider Trading Regulations 18. LOO or Letter of offer SEBI (Prohibition of Insider Trading) Regulations, 2015 and subsequent amendments thereof The Letter of Offer dated [ ], including the Form of Acceptancecum-Acknowledgement 19. Manager to the Offer or Merchant Banker Chartered Capital And Investment Limited 20. DFL / Target Company Dhanvarsha Finvest Limited 21. Networth Equity Capital + Free Reserve (excluding Revaluation Reserve) Debit balance in Profit & Loss A/c Misc expenditure not written off 22. NRI Non Resident Indian 23. NSDL National Securities Depository Limited 24. Offer or The Offer or Open Offer 25. Offer Period 26. Offer Price 27. PAC Person Acting in Concert 28. PAN Permanent Account Number 29. Preferential Allotment 30. Public Announcement or PA 31. RBI Reserve Bank of India 32. Registrar or Registrar to the Offer 33. Return on Net worth Offer for acquisition up to 35,10,000 equity shares of Rs.10 each of DFL representing 26% of the total expanded equity share capital / voting capital of Target Company at a price of Rs. 21 per equity share of Rs 10 each payable in cash. Period from the date of meeting of the Board of Directors of the Target Company which authorized preferential allotment of 57,42,200 Equity Shares to the acquirer (/Public Announcement for the open offer) i.e. July 27, 2017 till payment of consideration to the Shareholders who have accepted the open offer or the day on which the open offer is withdrawn, as the case may be. Rs.21 per equity share of Rs 10 each of the Target Company payable in cash Issue and allotment of 57,42,200 Equity Shares of Rs.10 each for cash at a price of Rs.21 each per equity share on a preferential basis to Acquirer Public Announcement of the Open Offer by the Acquirer, made as per SEBI (SAST) Regulations dated Thursday, July 27, Bigshare Services Private Limited [(Profit after Tax available for Equity Shareholders) / (Equity Capital + Free Reserves excluding Revaluation reserve Debit balance in Profit & Loss A/c Misc expenditure not written off)]x100 4

5 34. Rs/ Rupee Indian Rupee 35. SEBI Securities and Exchange Board of India 36. SEBI (SAST) Regulations, 2011 / Takeover Regulation/ SEBI (SAST) Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof 37. SEBI Act Securities and Exchange Board of India Act, SEBI (ICDR) Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and subsequent amendment thereto 39. Stock Exchange BSE Limited 40. Tendering Period 41. Total expanded equity share capital 42. Working Day A working day of SEBI, Mumbai Period commencing from Thursday, September 21, 2017 and closing on Thursday, October 5, 2017 (both days inclusive) Total expended equity share capital of the target company as of tenth working day from the closure of the tendering period including the proposed allotment of 57,42,200 Equity Shares on a preferential basis Note: All terms used in this Letter of Offer, and not specifically defined herein, shall have the same meanings ascribed to them in the SEBI (SAST) Regulations. 2. DISCLAIMER CLAUSE IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF DHANVARSHA FINVEST LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, CHARTERED CAPITAL AND INVESTMENT LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED WEDNESDAY, AUGUST 9, 2017 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDEMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. 3. DETAILS OF THE OFFER 3.1 Background of the Offer This Open Offer is being made by Acquirer to the public shareholders of Target Company in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations for substantial acquisition of equity shares and voting rights, accompanied with a change in management control of the Target Company Board of Directors of the Target Company has, at their meeting held on July 27, 2017 approved, subject to the approval of the shareholders of the Target Company by way of a special resolution which is proposed to be taken at their ensuing Annual General Meeting (AGM) of the Target 5

6 Company and other regulatory approvals, preferential allotment of 57,42,200 Equity Shares of Rs.10 each (representing 42.53% of total expanded equity share capital/voting capital of the Target Company ) for cash at a price of Rs.21 each per equity share (including premium of Rs.11 per equity share) to the acquirer i.e. Truvalue Agro Ventures Private Limited This offer is being made by the acquirer due to the proposed allotment of Equity Shares under preferential issue to the acquirer which will trigger the regulation 3(1) of SEBI (SAST) Regulations making it necessary for the acquirer to make an open offer. Upon completion of the preferential allotment and this open offer, the acquirer will acquire the controlling stake in the company and will be termed as promoter of the target company in place of existing promoters of the Company and will trigger regulation 4 of SEBI (SAST) Regulations By the above acquisition, the Acquirer will be holding substantial stake and will be in control of the Target Company. Accordingly, this offer is being made in terms of regulation 3(1) and 4 read with regulation 13(2)(g) and other applicable provisions of the SEBI (SAST) Regulations The Offer is not as a result of global acquisition resulting in indirect acquisition of the Target Company The Acquirer has not been prohibited by SEBI from dealing in securities, in terms of direction u/s 11B of the SEBI Act or under any of the Regulations made under the SEBI Act The Acquirer has deposited Cash in Escrow account under Regulation 17 of SEBI (SAST) Regulations, which is more than 100% of the consideration payable under the Offer assuming full acceptance of the Offer None of the existing Directors on the Board of Target Company, except Mr. Karan Neale Desai who is connected with the promoter of acquirer, represents the acquirer In terms of proviso to the Regulation 24(1), the Acquirer is entitled for appointment of their representatives on the Board of Directors of the Target Company after an initial period of fifteen working days from the date of Detailed Public Statement but as on date no such director has been identified by the Acquirer As per Regulations 26(6) and 26(7) of SEBI (SAST) Regulations, the Board of Director of the Target Company will constitute a committee of independent directors who would provide its written reasoned recommendation on the Offer to the Shareholders of the Target Company and such recommendations shall be published at least two working days before the commencement of the Tendering Period in the same newspaper where the DPS of the Offer was published As on date, the Acquirer does not hold any equity share in the Target Company. 3.2 Details of the Offer The Acquirer has made DPS in the following newspapers, namely i) Financial Express (English) (all editions), (ii) Jansatta (Hindi) (all editions), (iii) Financial Express (Gujarati) (Ahmedabad edition) and (iv) Mumbai Tarun Bharat (Marathi) (Mumbai edition) which published on Thursday, August 3, The Public Announcement and the DPS are also available on the SEBI website at The Acquirer is making this Offer, pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, to acquire up to 35,10,000 equity shares ( Offer ) of Rs. 10 each representing 26% of the total expanded equity share capital / voting capital of DFL (the Offer Size") at a price of Rs. 21 each (Rupees Twenty One Only) per equity share (the Offer Price") payable in cash in accordance with the SEBI (SAST) Regulations and subject to the terms and conditions mentioned hereinafter in the DPS and the Letter of Offer. These equity shares which are to be acquired by the Acquirer should be free from liens, charges and encumbrances of any kind whatsoever This Offer is not subject to the receipt of any Statutory Approval except as mentioned hereunder in para There are no outstanding warrants or convertible securities or partly paid up Equity Shares in the Target Company This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. There has been no competing offer as on the date of this Draft Letter of Offer This Offer is not subject to any minimum level of acceptance. Further there is no differential pricing for this Offer The Acquirer has not acquired any equity shares of the Target Company after the date of Public Announcement i.e. Thursday, July 27, 2017, till the date of this Letter of Offer. 6

7 3.2.8 Upon completion of the Open Offer, assuming full acceptances, the public shareholding of the Target Company will not fall below minimum level of public shareholding as required to be maintained as per Rule 19A(1) of the Securities Contract (Regulation) Rules, 1957 as amended. Hence, the provisions of regulation 7(4) of the SEBI (SAST) Regulations are not applicable. 3.3 Object of the acquisition/offer The Acquirer shall achieve substantial acquisition of equity shares and voting capital, accompanied with effective management control over the Target Company after completion of Preferential Allotment and Open Offer The Acquirer s objective and intent for acquiring substantial acquisition and control of the Target Company is primarily to improve the business performance and to strengthen the competence of the Target Company with its experience and by way of infusing capital into it. Acquirer is of opinion that the business of the Target Company has great potential which will ultimately benefit acquirer. The Acquirer will continue existing line of business of the Target Company and may diversify its business activities in future only with the prior approval of shareholders. However, depending on the requirements and expediency of the business situation and subject to the provisions of the Companies Act, 2013, Memorandum and Articles of Association of DFL and all applicable laws, rules and regulations, the Board of Directors of DFL will take appropriate business decisions from time to time in order to improve the performance of the Target Company. The Acquirer cannot ascertain the repercussions, if any, on the employees and locations of the business place of Target Company The Acquirer reserves the right to streamline/restructure its holding in the Target Company and/or the operations, assets, liabilities and/or business of the Target Company, through arrangements, restructurings, mergers, sale of assets or undertakings and/or renegotiation or termination of existing contractual /operating arrangements, at a later date. Such decisions will be taken in accordance with procedures set out by applicable law and pursuant to business requirements and in line with opportunities or changes in the economic scenario, from time to time and with approval of Board of Directors. In terms of Regulation 25(2) of SEBI (SAST) Regulations, as on date, the Acquirer does not have any plans to dispose of or otherwise encumber any assets of the Target Company in the next 2 years, except (i) in the ordinary course of business, or (ii) with the prior approval of the shareholders by way of a special resolution passed by postal ballot, in terms of regulation 25(2) of SEBI (SAST) Regulations, or (iii) to the extent required for the purpose of restructuring and/or rationalization of assets, investments, liabilities or business of the Target Company, and (iv) in accordance with the prior decision of Board of Directors of the Target Company. Further, subject to the requisite approvals, the Acquirer may evaluate options regarding disposal of any surplus assets. 4. BACKGROUND OF THE ACQUIRER M/s Truvalue Agro Ventures Private Limited 1. M/s Truvalue Agro Ventures Private Limited ( Truvalue ) is a private limited Company incorporated with the Registrar of Companies, Maharashtra at Mumbai vide its certificate of incorporation dated December 18, 2014 having CIN: U51101MH2014PTC At present the Registered Office of the Company is situated at 1 st Floor, DJ House (Erstwhile Wilson House), Old Nagardas Road, Andheri (East), Mumbai , Tel No: There has been no change in the name of the Truvalue since its incorporation. 2. The Equity Shares of Truvalue is not listed at any Stock Exchange. 3. At present, Truvalue is engaged in the business of trading of the agro commodities/agricultural products like Rice, Toor Dal, Palm Oil, White Crystal Sugar, Sugar S-30, Animal Feed Supplement etc. 4. As on date, the Authorized Share Capital of the Truvalue is Rs. 5,00,00,000 (Rupees Five Crore only) consisting of 50,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid up capital is Rs. 2,43,00,000 (Rupees Two Crore Fourty Three Lacs only) consisting of 24,30,000 equity shares of Rs. 10 each. 5. Mr. Nimir K Mehta is the promoter and has control over Truvalue. Truvalue does not belong to any group. 6. As on date, the Acquirer does not hold any Shares of the Target Company. 7

8 7. The shareholding pattern of Truvalue as on the date is as under: Sr. No. Name of the shareholder No. of Shares % of Shareholding 1. Mr. Nimir K Mehta 24,25, Ms. Minaxi K Mehta 5, Total 24,30, The Board of Directors of Truvalue as on date consist of the following: Mr. Nimir K Mehta (DIN: ) was appointed on the Board of the Truvalue on December 18, He has 9 years of experience in various projects in the Agro based industry. He is also promoter of a company which offers complete water & waste water treatment solutions. Mr. Nilay K Mehta (DIN: ) was appointed on the Board of the Truvalue on November 25, He has 6 years of experience in trading of agro products. Ms. Minaxi K Mehta (DIN: ) was appointed on the Board of the Truvalue on June 7, She is assisting in the family business of trading of agro products for last 6 years. None of the above is already on the Board of Directors of the Target Company. 9. The audited financials of Truvalue for the financial years , and are given below: (Rs in Lacs) Profit & Loss Statement Income from Operations Other Income Increase / (Decrease) in Stock ( ) Total Income Total Expenditure (Excluding Depreciation, Interest) Profit before Depreciation, Interest and Tax Depreciation Interest Profit/ (Loss) before Tax Provision for Tax Profit/(Loss)after Tax (Rs in Lacs) Balance Sheet Statement Sources of Funds Paid up Share Capital Reserves & Surplus (Excluding Revaluation Reserve) Secured Loan Unsecured Loan Deferred Tax Liability (Net) Total Uses of Funds Net Fixed Assets Long Term Advances Other Non current assets Investments

9 Net Current Assets Total Miscellaneous Expenses not written off Total Other Financial Data Net Worth (Rs. in lacs) Dividend (%) Earnings Per Share (Rs.) Return on Networth (%) % % 53.29% Book Value Per Share (Rs.) As on March 31, 2017, there is no major contingent liabilities in the acquirer company. 11. There is no other acquirer or person acting in concert (PAC) with the acquirer for this open offer. 5. BACKGROUND OF THE TARGET COMPANY - DHANVARSHA FINVEST LIMITED 5.1 DHANVARSHA FINVEST LIMITED was originally incorporated on November 9, 1994 as Pollux Pharmaceuticals Limited with Registrar of Companies, Gujarat, Dadra & Nagar Havel and certificate for commencement of business was granted to it on November 24, Name of the company was changed from Pollux Pharmaceuticals Limited to Dhanvarsha Finvest Limited and fresh certificate of incorporation for change of name was granted by Registrar of Companies, Gujarat, Dadra & Nagar Haveli vide its certificate dated June 23, The Corporate Identification Number ( CIN ) of DFL is L24231GJ1994PLC The Registered Office of the Target Company is situated at B Wing, 813/2, Mondeal Square, Opp. Karnavati Club, S G Highway, Ahmedabad , Gujarat. 5.3 At present, the Authorized Share Capital of the Target Company is Rs. 10,00,00,000 (Rupees Ten Crores Only) comprising of 1,00,00,000 equity shares of Rs. 10 each. The total Paid-up Equity Share Capital of the Target Company is Rs. 7,75,78,000 (Rupees Seven Crore Seventy Five Lacs Seventy Eight Thousand Only) comprising of 77,57,800 equity shares of Rs 10 each fully paid up. There is no partly paid-up equity share in the Target Company. 5.4 The Share Capital Structure of the Target Company is as follows: Paid-up equity shares of Target Company No. of Equity Shares/ Voting Rights % of Voting Rights % of Share Capital Fully paid-up equity shares 77,57, Partly paid-up equity shares Total paid-up equity shares 77,57, Total Voting Rights in Target Company 77,57, The equity shares (ISIN: INE615R01011) of the Target Company are currently listed at BSE Limited, ( BSE ) (Scrip Code: ) under XT group and are infrequently traded on BSE. Equity shares of the TC were previously listed on Ahmedabad Stock Exchange Ltd ( ASE ) from where it was transferred to Dissemination Board of National Stock Exchange of India Ltd ( NSE ). Company got listed on BSE Limited under Direct Listing route. There is no existing equity shares which are not listed on Stock Exchange i.e. BSE Limited. DFL has been moved to GSM (Graded Surveillance Measures) Stage-1 by BSE. 5.6 There are no outstanding warrants or convertible securities in the Target Company. In addition, there is no partly paid-up share in the Target Company. 5.7 Equity Shares of the Company are currently not suspended on BSE. 5.8 The composition of the Board of Directors of DFL is as follows: Name of Director Director Identification Number (DIN) Date of Appointment Ms. Arunaben Girishkumar Shah /01/2008 9

10 Mr. Dharmil Shah /01/2012 Mr. Malay Bhow /01/2015 Mr. Karan Neale Desai /06/ None of the existing Directors on the Board of Target Company, except Mr. Karan Neale Desai who is connected with the promoter of acquirer, represents the acquirer Audited financial information of DFL for the Financial Year , and are given below: (Rs. In lacs) Profit & Loss Statement Income from Operations Other Income Total Income Total Expenditure Profit Before Depreciation Interest and Tax Depreciation Interest Profit Before Tax Provision for Tax Profit after Tax Balance Sheet Statement (Rs. In lacs) Sources of funds Paid up share capital Reserves and Surplus (excluding revaluation reserve) Total Networth (A) Non Current Liabilities Secured loans Unsecured loans Long Term Provisions Total Non Current Liabilities (B) Current Liabilities Trade Payables Other Current Liabilities Short Term Provisions Total Current Liabilities (C) Total Equity & Liabilities (A+B+C) Uses of funds Non Current Assets Net Fixed assets Investments Long Term Loans and Advances Total Non Current Assets (A) Current Assets Inventories Trade Receivables Cash and Cash Equivalents Deferred Tax Assets (Liability) Total miscellaneous expenditure not written off Total Current Assets (B) Total Assets (A+B)

11 Other Financial Data Net Worth (Rs. in lacs) Dividend (%) Earnings Per Share (Rs.) Return on Networth (%) 0.33% 0.95% 0.08% Book Value Per Share (Rs.) Pre and Post Offer shareholding pattern of the Target Company is as per the following table: Sr. No Shareholders category Shareholding & voting rights prior to the Preferential Allotment and offer^ Shares/voting rights acquired through Preferential Allotment which triggered off the # Shares/Voting rights to be acquired in the open offer (assuming full # acceptance) Shareholding/voti ng rights after the Preferential Allotment and # Offer i.e. Regulations (A) (B) (C) (D)=(A)+(B)+(C) No. % No. % No. % No. % 1 Promoter Group a Allottees to Preferential Allotment b Promoters other than (a) above 3,50, Total 1 (a+b) 3,50, Acquirer Truvalue Agro a Ventures Private Limited (Through Preferential Allotment) ,42, ,10, ,52, b PAC Total 2 (a+b) ,42, ,10, ,52, Allottees of 3 Preferential Allotment other than (1)(a) & (2) Public (other than Preferential Allotees, acquirer) a FIs/MFs/FIIs/Banks, SFIs b Others 74,07, ,10, ,47, Total 4 (a+b) 74,07, ,10, ,47, Grand Total ( ) 77,57, ,35,00, ^Calculated based on the pre preferential allotment Equity Share Capital of the Target Company and the shareholding is as on August 4, # Calculated based on the expanded (post preferential allotment) Equity Share Capital of the Target Company Notes: (1) The data within bracket indicates sale of equity shares. (2) The total number of shareholders in public category is There has been no merger, de-merger and spin off in the last three years in the Target Company. 6. OFFER PRICE 11

12 6.1 JUSTIFICATION OF OFFER PRICE The equity shares of the target company are presently listed on BSE. Equity shares of the TC were previously listed on Ahmedabad Stock Exchange Ltd ( ASE ) from where it was transferred to Dissemination Board of National Stock Exchange of India Ltd ( NSE ). Company got listed on BSE Limited under Direct Listing route. The equity shares of the Target Company are listed and traded at BSE but are not frequently traded in terms of regulation 2(1)(j) of SEBI (SAST) Regulations. Please note that the equity shares of the Company are listed on BSE w.e.f. January 30, 2017 only. The annualized trading turnover of the equity shares traded during the twelve calendar months preceding July 2017, the month in which the PA was made, is as given below: Sr. No. Name of the Stock Exchange Total no. of equity shares traded during the 12 calendar months preceding July 2017 Total no. of equity shares Traded Turnover (in terms of % to total shares) 1 BSE % The Offer Price of Rs. 21 (Rupees Twenty One Only) per fully paid up equity share of face value of Rs. 10 each is justified in terms of Regulation 8(1) and 8(2) of the SEBI (SAST) Regulations, after considering the following facts: a. b. c. d. e. Highest Negotiated Price for the acquisition under the agreement attracting the obligation to make an Open Offer (The price at which the equity shares are proposed to be allotted to the Acquirer pursuant to the proposed preferential allotment of equity shares) Volume weighted average price paid or payable by the Acquirer for acquisition during 52 weeks immediately preceding the date of Public Announcement Highest Price paid or payable by the Acquirer for any acquisition during 26 weeks immediately preceding date of Public Announcement. Volume weighted average market price for a period of 60 trading days immediately preceding the date of Public Announcement, if shares are frequently traded The price determined by taking into account valuation parameters including, book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies* Rs. 21 Not Applicable Not Applicable Not Applicable Rs *Mr. Vimal D Shukla, Chartered Accountant (Membership No ) proprietor of M/s V. D. Shukla & Co; Chartered Accountants (FRN No: W), has vide their certificate dated July 24, 2017, certified the fair value of the equity shares of the DFL The highest of the above is Rs. 21 (Rupees Twenty One Only) per Equity Share and therefore the Offer Price of Rs. 21 per equity share is justified as it is not lower than the Price in terms of Regulations 8(2) of SEBI (SAST) Regulations. The Offer Price is denominated and payable in Indian Rupees only There has been no corporate action by the Target Company warranting adjustment of any of the relevant price parameters The Acquirer shall disclose during the tendering period every acquisition made by them of any equity shares of the Target Company to the stock exchange and to the Target Company at its registered office within twenty-four hours of such acquisition in accordance with Regulation 18(6) In case the Acquirer acquires or agrees to acquire any shares or voting rights in the Target Company during the offer period, whether by subscription or purchase, at a price higher than the Offer price, the offer price shall stand revised to the highest price paid or payable for any such acquisition in terms of Regulation 8(8) of SEBI (SAST) Regulations. However, the Acquirer shall not acquire any equity shares of the Target Company after the third working day prior to the commencement of the tendering period and until the expiry of the tendering period. 12

13 6.1.7 There has been no revision in the Offer Price or to the size of this Offer as on the date of this Letter of Offer. An upward revision to the Offer Price or to the Offer Size, if any, on account of future purchases/ competing Offer or otherwise, may be done at any time prior to the commencement of the last 3 working days before the date of commencement of the tendering period of this Offer in accordance with Regulation 18(4) of the SEBI (SAST) Regulations. In the event of such revision, the Acquirer shall (i) make further deposit into the Escrow Account; (ii) make a public announcement in the same newspapers in which the DPS has been published; and (iii) simultaneously with the issue of such announcement, inform BSE, SEBI and the Target Company at its Registered Office of such revision If the Acquirer acquires Equity Shares during the period of 26 weeks after the tendering period at a price higher than the Offer Price, then the Acquirer shall pay the difference between the highest acquisition price and Offer Price, to all shareholders whose shares have been accepted in Offer within sixty days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under an open offer under the SEBI (SAST) Regulations or pursuant to SEBI (Delisting of Equity Shares) Regulations, 2009, or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of Shares of the Target Company whether by way of bulk deals, block deals or in any other form. 7. FINANCIAL ARRANGEMENTS 7.1 The total requirement of funds for this Offer is Rs.7,37,10,000 (Rupees Seven Crores Thirty Seven Lacs Ten Thousands only), assuming full acceptance of this Offer. ( Offer Consideration ). 7.2 The Acquirer has adequate financial resources and has made firm financial arrangements for implementation of the Open Offer, in terms of regulation 25(1) of the SEBI (SAST) Regulations, The Open Offer obligation shall be met by the Acquirer partly through their own funds and partly through borrowings. 7.3 CA Akbinder Kaur Saini (Membership No ), Partner of M/s. Bansal Bansal & Co., Chartered Accountants (FRN W), having office at 120, Building No.6, Mittal Industrial Estate, Andheri Kurla Road, Andheri (East), Mumbai , Tele: , Fax: , mail@bansalbansal.com, has vide its certificates dated July 21, 2017 confirmed that the acquirer has adequate and firm financial resources to fulfil all the obligations under the offer. 7.4 In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer has opened an Escrow Account which is in the name and style of DFL OPEN OFFER-ESCROW ACCOUNT with Indusind Bank Limited, having its Branch at Premises no. 61, Sonawala Building, Mumbai Samachar Marg, Fort, Mumbai ( Escrow Bank ) and has deposited Rs.7,50,00,000 (Rupees Seven Crores Fifty Lacs only) in cash which represents more than 100% of the Offer Consideration. 7.5 Based on the above, the Manager to the Offer is satisfied that firm arrangements for fund and money for payment through verifiable means are already in place to fulfil the obligations of the Acquirer under the Offer. 7.6 Acquirer has authorized the Manager to the Offer to operate and realize the value of the Escrow account in terms of SEBI (SAST) Regulations. 7.7 In case of any upward revision in the Offer Price or the size of this Offer, the Cash Escrow amount shall be increased by the Acquirer prior to effecting such revision, in terms of Regulation 17(2) of the SEBI (SAST) Regulations. 8. TERMS AND CONDITIONS OF THE OFFER 8.1 The Tendering Period will commence on Thursday, September 21, 2017 and will close on Thursday, October 5, This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI (SAST) Regulations and is not a competing offer in terms of the Regulation 20 of SEBI (SAST) Regulations. 8.3 The Offer is being made to all public Shareholders (i) whose names appear in the register of members of the Target Company at the close of business hours on Thursday, September 7, 2017, i.e. the Identified Date, (ii) the beneficial owners of the Equity Shares whose names appear as beneficiaries on the records of the respective Depositories as on the Identified Date 13

14 and (iii) to persons who acquire Equity Shares before the closure of the Tendering Period and tender these Equity Shares into the Offer in accordance with this Draft Letter of Offer. Persons who have acquired Equity Shares (irrespective of the date of purchase) but whose names do not appear on the register of members of the Target Company on the Identified Date are also eligible to participate in the Offer. 8.4 This Letter of Offer specifying the detailed terms and conditions of the Offer along with the Form of Acceptance-cum- Acknowledgement will be mailed to all the Public Shareholders as on the Identified Date. Non-receipt or delayed receipt of this Letter of Offer by any such person will not invalidate the Offer in any way. The last date by which the Draft Letter of Offer would be dispatched to each of the Eligible Shareholders is Thursday, September 14, In terms of Regulation 18 (2) the letter of offer shall be dispatched to the shareholders whose names appear on the register of members of the target company as of the identified date. Every person holding shares, regardless of whether he held shares on the identified date or has not received the letter of offer, shall be entitled to tender such shares in acceptance of the open offer. 8.5 The Eligible Shareholders who tender their Equity Shares under the Offer shall ensure that the Equity Shares are free and clear from all liens, charges and encumbrances and shall ensure that such Equity Shares when acquired by the Acquirer will be acquired free and clear from all liens, charges and encumbrances and together with all rights attached thereto, including but not limited to the rights to all dividends, bonus and rights declared thereafter. 8.6 Locked in Equity Shares: Regarding acceptance of Lock-in Shares, the same can be acquired by the Acquirer subject to continuation of the residual lock-in period in the hands of the Acquirer and there shall be no discrimanation in the acceptance of locked-in and not locked-in shares. To the best of our knowledge, the Target Company has no Equity Shares which are locked in as on date except 3,50,000 Equity Shares held by the existing promoters of the Target Company. 8.7 Public Shareholders to whom the Offer is being made are free to offer 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. In the event any change or modification is made to the Form of Acceptance-cum-Acknowledgement or if any condition is inserted therein by a Public Shareholder, the Manager to the Offer and the Acquirer reserve the right to reject the acceptance of this Offer from such Public Shareholder. 8.8 In terms of Regulation 18(9) of the SEBI (SAST) Regulations, the Equity Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance during the Tendering Period. 8.9 The acceptance of this offer is entirely at the discretion of the eligible Equity Shareholder(s) /Beneficial owner(s) of the Target Company. The Acquirer, Manager to the Offer or Registrar to the Offer will not be responsible for any loss of share certificate(s) and the Offer acceptance documents during transit and the Shareholders are advised to adequately safeguard their interest in this regard The instructions, authorisations and provisions contained in the Form of Acceptance-cum- Acknowledgement constitute an integral part of the Letter of Offer The Acquirer shall, within ten (10) Working Days from the last date of the Tendering Period of the Offer, complete all requirements under the SEBI SAST Regulations and other applicable law relating to the Offer including payment of consideration to the Eligible Shareholders who have validly tendered their acceptance to the Offer and for that purpose open a special account provided under Regulation 21(1) Applications in respect of tendered Shares that are the subject matter of litigation, wherein the Shareholders may be prohibited from transferring the Shares during the pendency of the said litigation, are liable to be rejected if directions or orders regarding these Shares are not received together with the Shares tendered under this Offer. The applications in some of these cases may be forwarded (as per the discretion of the Acquirer) to the concerned statutory authorities for further action by such authorities In the event that the aggregate of the Equity Shares tendered in this Offer by the Shareholders are more than the Equity Shares to be acquired in this Offer, the acquisition of the Equity Shares from each Shareholder will be on a proportionate basis The Manager to the Offer does not hold any Equity Shares in the Target Company. Further, the Manager to the Offer further declares and undertakes that they will not deal in their own account in the equity shares of the Target Company during the Offer Period STATUTORY AND OTHER APPROVALS 14