LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION LOF

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2 LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer ( LOF ) is sent to you as a shareholder(s) of Vantage Corporate Services Limited. If you require any clarifications about the action to be taken, you may consult your Stockbroker or Investment Consultant or Manager / Registrar to the Offer. In case you have recently sold your Equity Shares in the Company, please hand over this LOF and the accompanying Form of Acceptance-cum- Acknowledgement ( FOA ) and Transfer Deed to the Member of the Stock Exchange through whom the said sale was effected. OPEN OFFER ( OFFER ) This Offer is being made pursuant to Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ( the Takeover Regulations ) for the acquisition of 14,33,250 ( Open Offer Shares ) fully paid-up Equity Shares of `10/- each, (the Equity Shares ) representing 26% of the share and voting capital ( the Offer Size ) at `8.00 (Rupees Eight Only) per Equity Share ( the Offer Price ) payable in Cash BY Mr. Pravin Gala ( the Acquirer ) Residence: 1502, Laburnum Mahindra Gardens, SV Road, Near Patkar College, Goregaon (West), Mumbai , Maharashtra Tel. No ; pravin.nipra@gmail.com Mrs. Nirmala Gala ( PAC I ), Mr. Siddharth Gala ( PAC II ), Residence: 1502, Laburnum Mahindra Gardens, SV Road, Near Patkar College, Goregaon (West), Mumbai , Maharashtra Mr. Nanji Gala ( PAC III ), Mrs. Hiruben Gala ( PAC IV ), Residence: 703/704, Sunrise View Apartments, Arey Road, Goregaon (East), Mumbai , Maharashtra Mrs. Meena Chheda ( PAC V ), Residence: 601, Jainam CHS, Vishnunagar, Naupada, Thane (West) , Maharashtra and Anupam Stock Broking Private Limited ( PAC VI ) (Corporate Identification Number ( CIN ): U67120MH2000PTC126453) Registered Office: 501, Corporate Arena, D.P. Piramal Road, Goregaon (West), Mumbai , India. Tel. No ; anupamstock11@gmail.com PAC I to PAC VI are collectively referred to as the Persons Acting in Concert ( the PACs ) with the Acquirer. TO THE EQUITY SHAREHOLDERS OF Vantage Corporate Services Limited ( VCSL or the Target Company ) (CIN: L74140MH1991PLC061715) Registered Office: 427/429 SVP Road, K.N. Bhatia Trust Bldg., Opp. New H.N. Hospital, Charni Road, Mumbai , India. Tel. No ; mail@vantagein.co.in; Web: ATTENTION 1. This Offer is neither conditional upon any minimum level of acceptance in terms of Regulation 19 of the Takeover Regulations nor it is a competing offer in terms of the Regulation 20 of the Takeover Regulations. 2. In terms of the RBI Circular No. RBI/ /122 DNBR (PD) CC. No. 065/ / dated July 09, 2015, the Target Company had made an application to the Regional Office of the Reserve Bank of India, Department of Non-Banking Supervision, Mumbai on December 6, 2016, seeking approval of the RBI for the proposed change in control of the Target Company. The RBI vide its letter dated January 27, 2017 has conveyed its approval to the proposed change in control of the Target Company. Further as on the date of this LOF, to the best of the knowledge of the Acquirer and the PACs, there are no statutory or other approvals which are required to make this Offer. However, in case of any regulatory or statutory or other approval being required at a later date before the closure of the Tendering Period, the Offer shall be subject to all such approvals and the Acquirers will make the necessary application for such approvals.. 3. If there is any upward revision in the Offer Price by the Acquirer and the PACs upto three working days prior to the commencement of the Tendering Period or in the case of withdrawal of the Offer, the same would be informed by way of Offer Opening Public Announcement / Corrigendum in the same newspapers where the original DPS is appeared. Such revision in the Offer Price would be payable by the Acquirer and the PACs for all the Equity Shares validly tendered anytime during the Tendering Period ( TP ). 4. There is no competing offer to this Offer. 5. A copy of Public Announcement, Detailed Public Statement, Draft Letter of Offer and Letter of Offer (including Form of Acceptancecum- Acknowledgement) are / will be available on Securities Exchange Board of India ( SEBI ) website: MANAGER TO THE OFFER REGISTRAR TO THE OFFER Systematix Corporate Services Limited SEBI Registration No. INM The Capital, A-Wing, 6 th Floor, No , Plot No. C-70, G - Block, Bandra-Kurla Complex (BKC), Bandra (East), Mumbai , Maharashtra, India. Tel. No: ; Fax No investor@systematixgroup.in Website: Contact Person: Mr. Amit Kumar Purva Sharegistry (India) Private Limited SEBI Registration No. INR , Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai , Maharashtra, India. Tel. No ; Fax No E mail: purvashr@gmail.com Web: Contact Person: Mr. V. B. Shah TENDERING PERIOD STARTS ON:MARCH 17, 2017 TENDERING PERIOD CLOSES ON: MARCH 31, 2017

3 SCHEDULE OF ACTIVITIES ACTIVITY ORIGINAL DATE ORIGINAL DAY REVISED DATE REVISED DAY Date of the Public Announcement (PA) November 25, 2016 Date of the Detailed Public Statement (DPS) December 2, 2016 Last date of filing Draft Letter of Offer (DLOF) with December 9, SEBI 2016 Last date for a Competitive Bid / Offer December 26, 2016 Identified Date* January 4, 2017 Date by which Letter of Offer (LOF) to be posted to January 11, the Equity Shareholders of the Target Company 2017 Last date for upward revision of the Offer Price or January 13, any increase in the Offer Size 2017 Last date for public announcement by the January 16, Independent Directors committee of the Target 2017 Company on the Offer Offer Opening Public Announcement January 17, 2017 Date of Opening of the Tendering Period (TP) / January 18, Offer 2017 Date of Closure of the Tendering Period (TP) / February 1, Offer 2017 Last date for communicating the rejection /acceptance; Completion of payment of consideration or refund to the shareholders Date of releasing Post-Offer Public Announcement (Post-Offer PA) February 13, 2017 February 13, 2017 Friday November 25, 2016 Friday December 2, 2016 Friday December 9, 2016 Monday December 26, 2016 Wednesday March 2, 2017 Wednesday March 9, 2017 Friday March 14, 2017 Monday March 15, 2017 Friday Friday Friday Monday Thursday Thursday Tuesday Wednesday Tuesday March 16, 2017 Thursday Wednesday March 17, Friday 2017 Wednesday March 31, Friday 2017 Monday April 7, 2017 Friday Monday April 13, 2017 Thursday *IDENTIFIED DATE Identified Date is only for the purpose of determining the names of the shareholders as on such date to whom the LOF would be sent. All the owners (registered or unregistered) of Equity Shares of Target Company, (except the Acquirer, the PACs and the Sellers) anytime before the closure of the TP, are eligible to participate in the Offer. Note: Duly Signed FOA and Transfer Deed(s) together with share certificate(s) in case of physical shares and duly signed FOA and delivery instruction slip in case of dematerialized shares should be dispatched by Registered Post / Courier or hand delivered to Purva Sharegistry (India) Private Limited ( Registrar to the Offer ) to arrive not later than 17:00 hours on or before February 3, 2017 i.e. within two days from closure of the TP. 2

4 RISK FACTORS A. RELATING TO THE OFFER The risk factors set forth below pertaining to the Offer and are not in relation to the present or future business operations of the Target Company or other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the Offer. Shareholders of the Target Company are advised to consult their stockbroker or investment consultant, if any, for analyzing all the risks with respect to their participation in the Offer. 1. The Offer involves an offer to acquire up to 26% of the share and voting capital of Target Company from the Eligible Persons. In the case of over subscription in the Offer, acceptance would be determined on a proportionate basis as per the Takeover Regulations and hence there is no certainty that all the Equity Shares tendered by the shareholders in the Offer will be accepted. 2. As on the date of this Letter of Offer, to the best of the knowledge of the Acquirer and the PACs, no statutory and other approvals are required in relation to the Offer. However, the Offer will be subject to all statutory approvals that may become applicable at a later date. The Acquirer and the PACs reserve the right to withdraw the Offer in accordance with Regulation 23 (1) (a) of the Takeover 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. 3. In the event that (a) any statutory and regulatory approvals are not received in a timely manner, (b) there is any litigation leading to a stay on the Offer, or (c) SEBI instructing the Acquirer and the PACs not to proceed with the Offer then the Offer process may be delayed beyond the schedule of activities indicated in this LOF. 4. Consequently, the payment of consideration to the shareholders of Target Company whose Equity Share(s) have been accepted in the Offer as well as the return of Equity Share(s) not accepted by the Acquirer and the PACs may be delayed. In case of the delay, due to non-receipt of statutory approvals, as per Regulation 18(11) of the Takeover Regulations, SEBI may, if satisfied that the non-receipt of approvals was not due to wilful default or negligence or failure to diligently pursue such approvals on the part of the Acquirer and the PACs, grant an extension for the purpose of completion of the Offer subject to the Acquirer and the PACs paying interest to the shareholders, as may be specified by SEBI. 5. Shareholders should note that Equity Shares once tendered with or without Form of Acceptance-cum- Acknowledgement ( FOA ) in the Offer, such shareholders will not be entitled to withdraw such acceptances. 6. The acquisition of Open Offer Shares tendered in the Offer by NRIs and OCBs is subject to receipt of approval from RBI. NRIs and OCBs tendering Equity Shares in the Offer must obtain all requisite approvals required to tender the Equity Shares held by them, in this Offer (including without limitation the approval from RBI, since the Shares validly tendered in this Offer will be acquired by non-resident entities) and submit such approvals along with the Form of Acceptance-cum-Acknowledgement (FOA). 7. This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. The recipients of this Letter of Offer ( LOF ) resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. The Offer is not directed towards any person or entity in any jurisdiction or country where the Offer would be contrary to the applicable laws or regulations or would subject the Acquirers, the PACs or the Manager to the Offer to any new or additional registration requirements. 8. The Public Shareholders are advised to consult their respective legal and tax advisors for assessing the tax liability pursuant to the 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. The Acquirers and the PACs do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Letter of Offer. 3

5 B. IN ASSOCIATION WITH THE ACQUIRER AND THE PACs 1. The Acquirer and the PACs make no assurance with respect to the financial performance of the Target Company. The Acquirer and the PACs also make no assurance with respect to the market price of the Equity Shares upon the completion of the Offer, and disclaim any responsibility with respect to any decision by the Shareholders on whether or not to participate in the Offer. 2. The Acquirer and the PACs do not accept any responsibility for statements made otherwise than in the LOF / DPS / PA and anyone placing reliance on any other sources of information (not released by the Acquirer and the PACs) would be doing so at his / her / its / their own risk. C. RISK IN THE TRANSACTION The Offer contains a clause that it is subject to the provisions of the Takeover Regulations and in case of noncompliance with any of the provisions of the Takeover Regulations; the Acquirer and the PACs shall not act upon the acquisition of Equity Shares under the Offer. CURRENCY OF PRESENTATION INDEX In this LOF, all references to Rs. / ` are to the reference of Indian National Rupee(s) ( INR ). Throughout this LOF, all figures have been expressed in Lakh unless otherwise specifically stated. In this LOF, any discrepancy in any table between the total and sums of the amount listed are due to rounding off and / or regrouping. SL. NO. PARTICULARS PAGE NO. 1. Disclaimer Clause Details of the Offer Background of the Acquirer and the PACs Background of the Target Company Offer Price and Financial Arrangements Terms and Conditions of the Offer Procedure for Acceptance and Settlement of the Offer Tax Information Documents for Inspection Declaration by the Acquirer and the PACs 34 Form of Acceptance-cum-Acknowledgement (FOA), Transfer Deed (Form SH-4) This space is left blank intentionally 4

6 ABBREVIATIONS / DEFINITIONS The following abbreviations / definitions apply throughout this document, unless the context requires otherwise: PARTICULARS DETAILS / DEFINITIONS Acceptance Date the date on which bids /Equity Shares tendered in the Offer shall be accepted post verification Acquirer Mr. Pravin N. Gala AOA Articles of Association ASE Ahmedabad Stock Exchange Limited, Ahmedabad B.Com Bachelor of Commerce BSE BSE Limited, Mumbai formerly known as Bombay Stock Exchange Limited Buying Broker Systematix Shares & Stocks (India) Ltd., Mumbai Cash Escrow Account Account is opened vide Agreement dated November 25, 2016 between the Acquirer, the Escrow Bank and the Manager to the Open Offer for depositing/providing minimum consideration payable to the shareholders under the Offer CDSL Central Depository Services (India) Limited CIN Corporate Identification Number Companies Act The Companies Act, 1956 or The Companies Act, 2013 as amended or modified from time to time Commencement of TP March 17, 2017 i.e. Offer Opening Date Closure of the TP March 31, 2017 i.e. Offer Closing Date Demat Holders Shareholders of VCSL who are holding their Equity Shares in dematerialized form DIN Director Identification Number DLOF Draft Letter of Offer dated December 5, 2016 DP Depository Participant DPS Detailed Public Statement relating to the Offer published on December 2, 2016 Eligible Persons All the Shareholders of VCSL (registered and unregistered) who own the Equity Shares at any time prior to the closure of the TP except the Acquirer, the PACs and the Sellers Equity Shares The fully paid-up equity shares of Rs. 10 each of the Target Company Escrow Agreement Escrow Agreement dated November 25, 2016 between the Acquirer, the Escrow Bank and Manager to the Offer Escrow Bank HDFC Bank Limited, Branch: Maneckji Wadia Building, Nanik Motwani Marg, Fort, Mumbai , Maharashtra. EPS Earnings Per Share = Profit after Tax / Total no. of outstanding Equity Shares FCDs Fully Convertible Debentures FEMA Foreign Exchange Management Act, 1999 FIIs Foreign Institutional Investors Form of Acceptance / FOA The application-cum-acknowledgement form which is enclosed with this LOF for accepting the Offer FY Financial Year GIR General Index Register ICAI Institute of Chartered Accountants of India Identified Date March 2, 2017; the date for the purpose of determining the names of the shareholders to whom the LOF would be sent Income Tax Act / I.T. Income Tax Act, 1961 IFSC Indian Financial System Code ISIN International Securities Identification Number Letter of Offer / LOF Letter of Offer dated March 3, 2017 Listing Agreement Listing Agreement with the stock exchanges in India, as amended from time to time Manager to the Offer Systematix Corporate Services Limited, Mumbai MICR Magnetic Ink Character Recognition MOA Memorandum of Association NBFC Non-Banking Financial Company, governed by the RBI NEFT National Electronic Fund Transfer Negotiated Price `5/- (Rupees Five only) per fully paid-up Equity Share of face value of `10/- each of VCSL 5

7 NRI(s) No. NSDL OCBs Offer / Open Offer Offer Period Offer Price Offer Size / Open Offer Equity Shares PACs / Persons Acting in Concert PAC / the PACs Parties to the Agreement PCDs PAN POA Public Announcement / PA Promoters / Promoter Group RBI Registrar to the Offer Rs. / Rupee(s) / INR / ` RTGS SEBI SEBI Act SEBI (SAST) Regulations, 2011 Sellers or Promoter Group of VCSL Equity Share(s) Shareholders/Equity Shareholders Sl. No. SPA / the SPA Stock Exchanges Takeover Regulations Target Company / VCSL TDS Tendering Period / TP TRC Working Day(s) Non-Resident Indian(s) and persons of Indian origin residing abroad Number National Securities Depository Limited Overseas Corporate Bodies Cash Offer for the acquisition of 14,33,250 fully paid-up Equity Share capital from the shareholders of the Target Company by the Acquirer and the PACs Period between the date of entering into an agreement, formal or informal, to acquire Equity Shares, voting rights in, or control over a Target Company requiring a PA, or the date of the PA, as the case may be and the date on which the payment of consideration to shareholders who have accepted the Offer is made, or the date on which Offer is withdrawn, as the case may be `8.00/- (Rupees Eight only) for each Equity Share of VCSL payable in cash to the shareholders 14,33,250 Equity Shares of the face value of `10/- each representing 26% of the fully paid-up equity share and voting capital of Target Company Persons who, with a common objective or purpose of acquisition of Equity Shares or voting rights in, or exercising control over a Target Company Collectively, Mrs. Nirmala Gala (PAC I), Mr. Siddharth Gala (PAC II), Mr. Nanji Gala (PAC III), Mrs. Hiruben Gala (PAC IV), Mrs. Meena Chheda (PAC V), and M/s Anupam Stock Broking Pvt. Ltd. (PAC VI) The Sellers and the Acquirer who entered into SPA dated November 25, 2016 Partly Convertible Debentures Permanent Account Number Power of Attorney dated August 29, 2016 in favour of the Acquirer by the PACs First announcement of the Offer made on behalf of the Acquirer and the PACs to BSE and ASE on November 25, 2016 and subsequently to SEBI and Target Company on the same date Promoters or members of Promoter Group of Vantage Corporate Services Limited unless it is specified Reserve Bank of India Purva Sharegistry (India) Private Limited, Mumbai Indian Rupees, the legal currency of India Real Time Gross Settlement Securities and Exchange Board of India Securities and Exchange Board of India Act, 1992 as amended or modified from time to time Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 and subsequent amendments thereto or the Takeover Regulations Collectively, Mr. Rajesh C. Dedhia and M/s Richmore Securities Private Limited Fully Paid-up equity share(s) of Rs. 10 each of the Target Company unless it is specified Shareholders of the Target Company except the Acquirer, the PACs and the Sellers unless it is specified Serial Number Share Purchase Agreement dated November 25, 2016 amongst the Acquirer and the Sellers Collectively, ASE and BSE are jointly referred to as SEBI (SAST) Regulations, 2011 as amended till date Vantage Corporate Services Limited, Mumbai, Maharashtra Tax Deduction at Source Period of 10 working days within which Shareholders of Target Company may tender their Equity Shares in acceptance to the Offer Tax Residence Certificate Working days of SEBI 6

8 1. DISCLAIMER CLAUSE IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DLOF WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DLOF 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 TAKEOVER REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF VANTAGE CORPORATE SERVICES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER AND THE PACS OR THE TARGET COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DLOF. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DLOF, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGES THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, SYSTEMATIX CORPORATE SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED DECEMBER 5, 2016 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE DLOF DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER AND THE PACS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. This space is left blank intentionally 7

9 2. DETAILS OF THE OFFER 2.1. BACKGROUND OF THE OFFER This Offer is a Mandatory Offer under the Regulation 3(1) and 4 of the Takeover Regulations being made jointly by the Acquirer and the PACs to the Equity Shareholders of VCSL for substantial acquisition of Equity Shares and Voting Rights accompanied with change in control of the Target Company This Offer is made by the Acquirer along with the PACs due to the execution of the Share Purchase Agreement (the SPA ) dated November 25, 2016 entered into between the Acquirer and Mr. Rajesh C. Dedhia & M/s Richmore Securities Private Limited, both are members of the Promoter Group of the Target Company (hereinafter collectively referred to as the Sellers ) for acquiring 6,18,101 Equity Shares ( Sale Shares ) of `10/- each at a price of `5.00/- per Equity Share (the Negotiated Price ) aggregating to `30,90,505 (Rupees Thirty Lakh Ninety Thousand Five Hundred and Five only) representing 11.21% of the share and voting capital of the Target Company By virtue of the above proposed acquisitions, the Acquirer will be holding substantial stake and will be in control over the Target Company. Accordingly, this Offer is being made in terms of Regulation 3(1) and Regulation 4 read with regulation 13(2A)(i) and other applicable provisions of the Takeover Regulations Details of the parties to the SPA is hereunder: Name of the Acquirer and Nature of Entity Mr. Pravin Gala (Individual) Name and address of the Sellers / Promoters Group of VCSL and Nature of Entity Mr. Rajesh C. Dedhia ( Seller I ) Individual Address: 37, Dhan Bhuvan No. I, 5 th Floor, 5 th Gazdar Street, Chira Bazar, JSS Road, Mumbai Richmore Securities Private Ltd. ( Seller II ) Private Company CIN: U65990MH1993PTC Regd. Office: 429, SVP Road, Opp. New Har-Kisandas Hospital, PS Charni Road, Mumbai Details of Equity Shares / voting rights held by the Selling Shareholders prior to the SPA (underlying transaction) Number of shares % of total fully paid-up share and voting capital 2,02, % 4,15, % Total 6,18, % Note: All the above Sellers belong to Promoter Group of the Target Company. After the underlying transaction in terms of the SPA, their respective holding in the Target Company would become zero Salient features of the SPA are as follow: i. The Sellers expressed desire to sell 6,18,101 Equity Shares (11.21%) of `10/- each (the Sale Shares ) at a price of `5.00/- (Rupees Five only) per fully paid-up Equity Share of the Target Company to the Acquirer. The Acquirer also agreed to take the Control/ Management of the Target Company subject to compliance of the provisions of Regulations 22 (1) of SEBI (SAST) Regulations, ii. The consideration is paid by the Acquirer to the Sellers per Equity Share is the Negotiated Price between the Acquirer and the Sellers. The Sellers confirm that the Sale Shares are fully paid-up and free from any lien whatsoever and other encumbrances. The Sale Shares are also free from any lock-in requirements. 8

10 iii. iv. No separate fees, payment, premium such as non-competing fee etc. shall be paid by the Acquirer to the Sellers for acquisition of the Sale Shares and management control of the Target Company. The total consideration of Rs. 30,90,505 (Rupees Thirty Lakh Ninety Thousand Five Hundred and Five only) under the SPA shall by paid by Acquirer to the Sellers post completion of the Offer Period in terms of the Takeover Regulations. The closure of the Offer Period shall be deemed to be the effective date for the sale of the Sale Shares. v. The Acquirer and the Sellers recognise that the sale of Sale Shares is the subject matter of the Takeover Regulations and accordingly the Sellers will transfer the Sale Shares only after due compliance with the Takeover Regulations by the Acquirer. vi. The Acquirer and the Sellers agree that in the event of non compliance of any of the provisions of the Takeover Regulations pursuant to the execution of the Agreement, this Agreement shall not be acted upon by any of them This Offer is not as a result of global acquisition resulting in indirect acquisition of the Target Company As on date of this LOF, the Acquirer and the PACs jointly hold 12,23,121 Equity Shares representing 22.19% of the share and voting capital of the Target Company. The Acquirer and the PACs have acquired their shareholding in the Target Company between the period starting from July 7, 2009 till April 21, Further, no acquisition of Equity Shares of the Target Company has been made by the Acquirer and / or the PACs during the period starting from April 21, 2016 till the date of the PA Pursuant to the execution of the SPA, the PA being prepared by Manager to the Offer under the Regulation 3(1) and 4 of the Takeover Regulations and submitted on November 25, 2016 with BSE and ed to ASE, and subsequently filed with Securities and Exchange Board of India ( SEBI ) and sent to the Target Company at its registered office on November 25, 2016 in terms of Regulation 14(1) and 14(2) of the Takeover Regulations Mrs. Nirmala Gala, Mr. Sidharth Gala, Mr. Nanji Gala, Mrs. Hiruben Gala, Mrs. Meena Chheda and Anupam Stock Broking Private Limited altogether are the Persons Acting in Concert (the PACs ) with the Acquirer within the meaning of Regulation 2(1)(q)(1) of the Takeover Regulations in relation to this Offer. Apart from the PACs in relation to this Offer there are certain individuals / entities who may be classified as persons acting in concert in terms of Regulation 2(1)(q)(2) of the Regulations. However, for the purpose of the present Offer these individuals / entities are not acting in concert with the Acquirers Save and except the shareholding in the Target Company, the Acquirer and the PACs do not have any other interest and relationship with the Target Company prior to entering the SPA with the Promoter Group of the Target Company The Offer Price of `8.00/- each per Equity Share of the Target Company is payable in Cash in accordance with Regulation 9(1)(a) of the Takeover Regulations The Acquirer, the PACs and the Sellers have not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act or under any other regulation made under the SEBI Act The Equity Shares tendered in this Offer will be acquired solely by Acquirer. The Acquirer will accept all the Open Offer Shares (14,33,250 Equity Shares) upon post completion of the Tendering Period ( TP ). The PACs have undertaken that they do not intend to acquire any Open Offer Shares The Acquirer and the PACs intend to reconstitute the Board of Directors of the Target Company subsequent to the completion of this Offer in accordance with the Takeover Regulations, by either appointing the Acquirer and/ or persons nominated by the Acquirer and the PACs as additional director on the board of the Target Company. However, no firm decision in this regard has been taken or proposed so far by the Acquirer. 9

11 As per Regulation 26(6) of the Takeover Regulations, the Board of Directors of the Target Company would constitute a committee of Independent Directors to provide their written reasoned recommendation on the Offer to the Shareholders of the Target Company and such recommendations will be published at least two working days before the commencement of the TP in the same newspapers where the DPS related to the Offer was published in compliance with Regulation 26(7) of the Takeover Regulations DETAILS OF THE PROPOSED OFFER The Manager to the Offer on behalf of the Acquirer and the PACs has released the Detailed Public Statement (DPS) as required under the provisions of the Takeover Regulations on December 2, 2016 which was appeared in the following newspapers: Sl. No. Newspapers Language Editions 1. The Financial Express English All India Editions 2. Jansatta Hindi All India Editions 3. Mumbai Lakshadeep Marathi Mumbai Edition A copy of the PA and the DPS are also available on the SEBI s website: The Acquirer and the PACs have made the Offer in accordance with the Regulation 3(1) and 4 of the Takeover Regulations vide the PA dated November 25, 2016 to all the Shareholders of the Target Company for the acquisition of 14,33,250 (Fourteen Lakh Thirty-Three Thousand Two Hundred and Fifty only) Equity Shares of the face value of `10/- each representing 26% of the share and voting capital of the Target Company at the Offer Price of `8.00/- (Rupees Eight Only) Equity Share payable in Cash and subject to the terms and conditions set out in the DPS and this LOF All the Equity Shares of the Target Company are fully paid up and there are no partly paid up shares in the Target Company. Also, there is no differential pricing in this Offer as all the Equity Shares of the Target Company are fully paid-up The Offer is being made to all the Shareholders of the Target Company except the Acquirer, the PACs and the Sellers The Equity Shares tendered in this Offer will be acquired solely by Acquirer. The PACs have undertaken that they do not intend to acquire any Open Offer Shares. The Equity Shares of the Target Company under the Offer will be acquired by the Acquirer as fully paid-up, free from any lien, charges and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof The Offer is neither conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the Takeover Regulations nor it is a competing offer in terms of Regulation 20 of the Takeover Regulations. Further, no competing offer has been made from the date of the PA till the date of this LOF The Acquirer and the PACs have not acquired any Equity Shares of Target Company after the date of PA till the date of this LOF. Further, the Acquirer and the PACs undertake that if they acquire any additional Equity Shares of the Target Company during the Offer Period, they will inform the BSE, ASE and the Target Company within 24 hours of such acquisitions The Offer (assuming full acceptances) will not result in the minimum public shareholding (MPS) to fall below 25% of the share and voting capital of the Target Company in terms of Regulation 38 of the Listing Regulations read with Rule 19A(1) of the Securities Contracts (Regulations) Rules, 1957 ( SCRR ). Hence, the provisions of Regulation 7(4) of the Takeover Regulations are not applicable Pursuant to Regulation 12 of the Takeover Regulations, the Acquirer has appointed M/s Systematix Corporate Services Limited (SEBI Registration No. INM ) as Manager to the Offer. 10

12 As on the date of this LOF, Manager to the Offer does not hold any Equity Shares in the Target Company. The Manager to the Offer further declares and undertakes that it will not deal on its own account in the Equity Shares of the Target Company during the Offer Period In terms of the RBI Circular No. RBI/ /122 DNBR (PD) CC. No. 065/ / dated July 09, 2015 ( RBI Circular ), the Target Company had made an application to the Regional Office of the Reserve Bank of India, Department of Non-Banking Supervision, Mumbai on December 6, 2016, seeking approval of the RBI for the proposed change in control of the Target Company. The RBI vide its letter dated January 27, 2017 has conveyed its approval to the proposed change in control of the Target Company Pursuant to the above mentioned RBI approval, the Acquirer, the PACs, the Promoters of the Target Company and the Target Company have jointly released a Public Notice on February 20, 2017 in accordance with the RBI Circular in the same newspapers in which the Detailed Public Statement was released OBJECT OF THE ACQUISITION / OFFER The object and intent for acquiring substantial stake and control of the Target Company by the Acquirer and the PACs are to foray into NBFC sector in accordance with provisions of applicable rules/regulations/act formulated by the Reserve Bank of India ( RBI ) and also to comply with the provisions of the Takeover Regulations. The objective is primarily to revive the business and to strengthen the competence of the Target Company with their experience and expertise. The acquisition of the Sale Shares by the Acquirer and the combined shareholding of the Acquirer and the PACs will help them to capitalize on the favourable long term growth prospects of the Target Company. However, no firm decision in this regard has been taken or proposed so far The Acquirer and the PACs intend to seek a reconstitution of Board of Directors of the Target Company after successful completion of this Offer. However, no firm decision in this regard has been taken or proposed so far In terms of Regulation 25(2) of the Takeover Regulations, the Acquirer and the PACs do not currently have any intention to alienate, restructure, dispose of or otherwise encumber any assets of Target Company in the succeeding two years from the completion of this Offer, except in the ordinary course of business and other than as already agreed, disclosed and / or publicly announced by Target Company. Notwithstanding anything contained herein and except with the prior approval of the shareholders of Target Company through a special resolution, passed by way of postal ballot, the Acquirer and the PACs undertake that it will not restructure, sell, lease, dispose of or otherwise encumber any substantial assets of Target Company other than in the ordinary course of business and other than as already agreed, disclosed and / or publicly announced by Target Company. This space is left blank intentionally 11

13 3. BACKGROUND OF THE ACQUIRER AND THE PACs 3.1. Mr. Pravin Gala ( the Acquirer ) Mr. Pravin Gala aged 52 years, S/o Mr. Nanji Gala is a resident Indian residing at 1502, Laburnum Mahindra Gardens, SV Road, Near Patkar College, Goregaon (West), Mumbai , Maharashtra Tel. No ; pravin.nipra@gmail.com. The Acquirer is a qualified Chartered Accountant and has been associated in the fields of Financial Advisory, Financial Services, Stock Broking and Real Estate for the past 25 years. The Acquirer has not changed / altered his name at any point of time during his life CA Alpesh C. Gala (Membership No ), Partner of M/s. Deepak Maru & Co., Chartered Accountants (Firm Registration No W), having their office located at 701, Topiwala Centre, Opp. Goregaon Station, Goregaon (West), Mumbai , Maharashtra. Tel. No ; deepakmaruco@gmail.com; has certified vide certificate dated November 25, 2016 that the net worth of the Acquirer as on September 30, 2016 is `6,19,35,477 (Rupees Six Crore Nineteen Lakh Thirty-Five Thousand Four Hundred and Seventy-Seven only) As on the date of the LOF, the Acquirer holds 9,04,410 Equity Shares representing 16.41% of the share and voting capital of the Target Company. The Acquirer has acquired his shareholding in the Target Company between the period starting from October 18, 2012 till July 7, Further no acquisition of Equity Shares of the Target Company has been made by the Acquirer during the period starting from July 8, 2015 till the date of the PA With respect to the acquisition of the existing shareholding in the Target Company, the Acquirer in his personal capacity and alongwith the PACs as mentioned in the table below have not complied with the following provisions of Chapter V of the Takeover Regulations: Name Trigger Date * Nature of Noncompliance Acquirer (himself and 18-October-2012 Non-disclosure of alongwith the PACs except acquisition PAC VI) Applicable Regulation 29(1) & 29(2) of the Takeover Regulations * Being the date of acquisition which triggered the disclosure requirement under the Takeover Regulations SEBI may initiate appropriate actions against the Acquirer and the PACs in terms of the Takeover Regulations and provisions of the SEBI Act for non-compliances of Chapter V of the Takeover Regulations The Acquirer is also interested to the extent of the Sale Shares representing 11.21% of the share and voting capital of the Target Company accompanied with management control which he is agreed to acquire under the SPA accompanied with change in control of the Target Company As on the date of the LOF, the Acquirer is a whole-time director on the Board of PAC VI. Further, the Acquirer is not a director on the board of any listed companies The brief details of companies where the Acquirer is holding directorship are as follow: Name of company Registered Office Date of Incorporation and CIN Anupam Stock Broking Private Limited (PAC VI) 501, Corporate Arena, DP Piramal Road, Goregaon (West), Mumbai May 12, 2000; U67120MH2000PTC Main Objects/ Business Equity Shares (%) held in VCSL Stock Broking 19,850 (0.36%) 12

14 Nipra Financial Services Private Limited* Anupam Realties Private Limited* 501, Corporate Arena, DP Piramal Road, Goregaon (West), Mumbai , Corporate Arena, DP Piramal Road, Goregaon (West), Mumbai July 28, 1995; U67120MH1995PTC December 12, 2002; U24130MH2002PTC Stock Trading Property Development * As on the date of the LOF, these two entities do not hold any shareholding in the Target Company also they are not participating in the proposed Open Offer. Accordingly, these entities are not categorised as persons acting in concert for the proposed Open Offer, but are categorised as persons deemed to be acting in concert with the Acquirer in terms of sub-clause (2) of clause (q) sub- regulation (1) of Regulation 2 of the Takeover Regulations The Acquirer has not been prohibited by SEBI from dealing in securities in terms of Section 11B of the SEBI Act, 1992 as amended ( the SEBI Act ) The Acquirer undertakes that he will not sell the Equity Shares of the Target Company, held by him during the Offer Period in terms of Regulation 25(4) of the Takeover Regulations The Acquirer undertakes that he will not acquire any Equity Shares of the Target Company during the period between three working days prior to the commencement of the TP and until the closure of the Tendering Period (TP) as per the Regulation 18(6) of the Takeover Regulations Persons Acting in Concert ( the PACs ) The list of Persons Acting in Concert ( PACs ) with the Acquirer within the meaning of Regulation 2(1)(q)(1) of the Takeover Regulations in relation to this Offer is disclosed in the succeeding para hereinbelow The brief details of the PACs are as under: NIL NIL Name of the PACs Mrs. Nirmala Gala / (PAC I) Mr. Siddharth Gala / (PAC II) Mr. Nanji Gala / (PAC III) Mrs. Hiruben Gala / (PAC IV) Residential Address / Registered Office 1502, Laburnum Mahindra Gardens, SV Road, Near Patkar College, Goregaon (West), Mumbai , Maharashtra 1502, Laburnum Mahindra Gardens, SV Road, Near Patkar College, Goregaon (West), Mumbai , Maharashtra 703/704, Sunrise View Apt, Aarey Road, Goregaon (East), Mumbai , Maharashtra 703/704, Sunrise View Apt, Aarey Road, Goregaon (East), Mumbai , Maharashtra Date of Birth / Date of Incorporation October 13, 1965 May 10, 1991 October 14, 1942 Occupation 15 years in Broking & Financial Services 1 year in Data Analysis Retired from services Residential Status Resident Individual Non- Resident Individual Resident Individual April 16, 1943 Housewife Resident Individual Equity Shares held in the Target Company % of total paid up capital Relationship with Mr. Pravin Gala* (the Acquirer) 1,53, % Wife 81, % Son 34, % Father 16, % Mother 13

15 Mrs. Meena Chheda / (PAC V) Anupam Stock Broking Pvt. Ltd. / (PAC VI) 601, Jainam CHS, Vishnunagar, Naupada, Thane (West) , Maharashtra 501, Corporate Arena, DP Piramal Road, Goregaon (West), Mumbai , Maharashtra March 10, 1971 May 12, 2000 Housewife Stock Market Trading Resident Individual Resident Company 13, % Sister Total 3,18, % 19, % Entity in which the Acquirer is shareholder (through his HUF) and also a whole-time director on its board *The Acquirer is the Constituted Attorney on behalf of the PACs vide Power of Attorney ( POA ) dated August 29, Save and except, PAC VI incorporated as Cydal Investments Private Limited and name changed to the present one w.e.f. January 9, 2007), none of the PACs have changed / altered their names Brief about Anupam Stock Broking Private Limited ( PAC VI ) i. PAC VI (CIN U67120MH2000PTC126453) was incorporated as Cydal Investments Private Limited on May 12, 2000 under the provisions of the Companies Act, 1956 (No.1 of 1956) in the State of Maharashtra. The name of the PAC VI was changed to the present one w.e.f. January 9, ii. iii. iv. The registered office of the PAC VI is situated at 501, Corporate Arena, DP Piramal Road, Goregaon (West), Mumbai Tel. No ; anupamstock11@gmail.com. PAC VI has been engaged in the business of stock market trading and broking for the past ten years. PAC VI is closely held private company, jointly promoted by the Acquirer (shares held in the name of his HUF) and PAC I. The Acquirer is also on the board of PAC VI. PAC VI does not belong to any group. The authorised and paid-up share capital of PAC VI is Rs Lakh and Rs Lakh respectively. The face value of equity shares of PAC VI is Re. 1 each fully paid up. The equity shares of PAC VI are not listed on any stock exchanges in India or abroad. v. The shareholding of PAC VI as on date of LOF is as follows: Name of the Person / Entity No. of Shares held % of the total share capital Mrs. Nirmala Pravin Gala 1,87,00, % Mr. Dilip Nanji Gala 49,50, % Mr. Rajesh Dinkar Fowkar 35,00, % Mr. Pravin Nanji Gala (HUF) 13,50, % Total 2,85,00, % vi. The board of directors of PAC VI as on date of LOF is as follows: Name Qualification DIN Experience Date of Appointment on PAC VI Mr. Pravin N. Gala Chartered Accountant years in the fields of finance, advisory, trading and real estate February 21, 2013 Mrs. Poornima V. Vayeda B.Com years in financial markets November 2,

16 Mr. Darshan M. Jajal* HSC years in financial markets November 23, 2009 *He is also a director (in his personal capacity) on the board of directors of the Target Company since August 27, Mr. Jajal is not a relative of the Acquirer or any of the other PACs. vii. viii. There has been no merger, demerger or spin-off during the last three years involving PAC VI. Also, PAC VI does not have any subsidiary or holding company. The brief audited financials of PAC VI is tabled hereunder: Profit & Loss Account For the Six Months ended Sep. 30, 2016 For the year ended March 31, 2016 For the year ended March 31, 2015 (Rs. in Lakh) For the year ended March 31, 2014 Unaudited # Audited Audited Audited Income from Operations Other Income Total Income Total Expenditure PBDIT Depreciation Interest Exceptional Loss Profit/(Loss) Before Tax Provision for Tax Deferred Tax Profit/(Loss) After Tax Balance Sheet Sources of Funds Capital Account Reserves and Surplus* Net worth Non-Current Liabilities Current Liabilities Total Uses of Funds Net Fixed Assets Net Deferred Tax Assets Non-Current Assets Current Assets Total Misc. Exp. Not Written Off Total Other Financial Data Dividend (%)

17 Earnings Per Share in ` Return on Net worth (%) 0.88% 2.06% 5.89% 5.37% Book Value Per Share (`) #Unaudited financials are duly certified by the Statutory Auditors. *excluding revaluation reserves The PACs are not parties to the SPA and they have further undertaken not to acquire any Open Offer Shares. The Open Offer Shares under this Offer will be acquired by the Acquirer solely, further all expenses related to the Open Offer including the cost of acquisition of Sale Shares and Open Offer Shares will be borne by the Acquirer entirely in his personal capacity CA Alpesh C. Gala (Membership No ), Partner of M/s. Deepak Maru & Co., Chartered Accountants (Firm Registration No W), having their office located at 701, Topiwala Centre, Opp. Goregaon Station, Goregaon (West), Mumbai , Maharashtra. Tel. No ; deepakmaruco@gmail.com, has certified the individual networth of each of the PACs as under: PACs Certificate No. dated Networth of the PACs as on September 30, 2016 PAC I D/16-17/075 dated February 16, 2017 Rs Lakh PAC II D/16-17/076 dated February 16, 2017 Rs Lakh PAC III D/16-17/074 dated February 16, 2017 Rs Lakh PAC IV D/16-17/073 dated February 16, 2017 Rs Lakh PAC V D/16-17/077 dated February 20, 2017 Rs Lakh As on the date of the LOF, the PACs jointly holds 3,18,711 Equity Shares representing 5.79% of the share and voting capital of the Target Company. The PACs have acquired their shareholding in the Target Company between the period starting from July 27, 2009 till April 21, Further no acquisition of Equity Shares of the Target Company has been made by the PACs during the period starting from April 22, 2016 till the date of the PA With respect to the acquisition of the existing shareholding in the Target Company, the PACs as mentioned in the table below have not complied with the following provisions of Chapter II of the erstwhile Takeover Regulations and / or Chapter V of the Takeover Regulations: Name of the Trigger Date* Nature of Noncompliance Applicable Regulation PACs PAC I 11-Decembr-2009 Non-disclosure of 7(1) of erstwhile Takeover acquisition Regulations PAC I & PAC II 12-October-2010 Non-disclosure of 7(1) of erstwhile Takeover acquisition Regulations PAC I & PAC II 05-November-2010 Non-disclosure of 7(1A) of erstwhile Takeover acquisition Regulations the PACs except 03-January-2012 Non-disclosure of 29(2) of the Takeover Regulations PAC VI acquisition * Being the date of acquisition which triggered the disclosure requirement under the Takeover Regulations SEBI may initiate appropriate actions against the PACs in terms of the Takeover Regulations and provisions of the SEBI Act for non-compliances of Chapter II of the erstwhile Takeover Regulations and Chapter V of the Takeover Regulations As on the date of the LOF, neither the PACs nor their representatives are on the board of the Target Company The PACs do not have any directorship except PAC I who is on the board of Nipra Financial Services Private Limited (CIN - U67120MH1995PTC091169). 16

18 The PACs have not been prohibited by SEBI from dealing in securities in terms of Section 11B of the SEBI Act The PACs undertake that they will not sell the Equity Shares of the Target Company, held by them during the Offer Period in terms of Regulation 25(4) of the Takeover Regulations The PACs undertake that they will not acquire any Equity Shares of the Target Company during the period between three working days prior to the commencement of the TP and until the closure of the TP as per the Regulation 18(6) of the Takeover Regulations. This space is left blank intentionally 17