THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 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 Upasana Finance Limited ( UFL / Target Company ). If you require any clarifications about the action to be taken, you may consult your Stock Broker or Investment Consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold your shares in the Target Company, please hand over this Letter of Offer to the Members of the Stock Exchange through whom the said sale was affected. OPEN OFFER BY Ms. Rekha Jain ( Acquirer 1 ) Residing at 867/868, Poonamalle High Road, Flat No. 8A, K.G.S Apartment, Chennai , Tamil Nadu Contact No.: , smohankumarfinancer@gmail.com Ms. Bhavika Jain ( Acquirer 2 ) Residing at 867/868, Poonamalle High Road, Flat No. 8A, K.G.S Apartment, Chennai , Tamil Nadu Contact No.: , bhavika2000in@yahoo.com Ms. Khushbu Jain ( Acquirer 3 ) Residing at 867/868, Poonamalle High Road, Flat No. 8A, K.G.S Apartment, Chennai , Tamil Nadu Contact No.: , khushmohan@gmail.com to the existing shareholders of UPASANA FINANCE LIMITED (CIN: L65191TN1985PLC011503) Registered Office: 98A, Dr. Radhakrishnan Salai, 3rd Floor, Auras Corporate Centre, Mylapore, Chennai , Tamil Nadu Contact No.: , ID: upasana_shares@yahoo.com Website: to acquire upto 11,12,300 Equity Shares of `10 each representing 26% of Equity Share Capital/Voting Capital of the Target Company at a price of `40 (Rupees Forty only) per Equity Share ( Offer Price ) plus 10% per annum per Equity Share for delay in payment beyond the Scheduled Payment Date (as defined hereafter), payable in cash (For the purpose of clarification, an amount of `0.34 paise per share will be payable by way of interest to all the successful Shareholders, whose Shares are validly tendered and accepted in the Offer, on the basis of the current Offer Price, and assuming that the date of payment of consideration for such accepted Shares is August 03, 2017 (Thursday) This Offer is being made by the Acquirers pursuant to Regulation 3(1) and 4 of SEBI (SAST) Regulations This Offer is not conditional upon any minimum level of acceptance by the Shareholder(s) of the Target Company. As on date of this Letter of Offer, there are no statutory approvals required to acquire Equity Shares that are validly tendered pursuant to this Open Offer, except for those mentioned under Statutory Approval in point no. 7.4 on page no. 17 of the LoF. If there is any upward revision in the Offer Price/Offer Size at any time up to three (3) working days prior to commencement of the Tendering Period i.e. in terms of SEBI (SAST) Regulations, 2011, the same would also be informed by way of an announcement in the same newspapers where the Detailed Public Statement ( DPS ) was published. Such revised Offer Price would be payable to all the Shareholders, who have validly tendered their shares anytime during the Tendering Period to the extent their Shares have been verified and accepted under the Offer, by the Acquirers. If the Offer is withdrawn pursuant to Regulation 23 of SEBI (SAST) Regulations, 2011, the same would be communicated within two (2) working days by an announcement in the same newspapers in which the DPS had been published. There was no competitive Bid. A copy of the Public Announcement ( PA ), Detailed Public Statement ( DPS ) and this Letter of Offer ( LoF ) are also available on the website of SEBI at MANAGER TO THE OFFER REGISTRAR TO THE OFFER Mark Corporate Advisors Private Limited CIN: U67190MH2008PTC /1, The Summit Business Bay, Sant Janabai Road (Service Lane), Off W. E. Highway, Vile Parle (East), Mumbai Telefax.: /08 openoffer@markcorporateadvisors.com Contact Person: Mr. Manish Gaur SEBI Reg. No.: INM Integrated Registry Management Services Pvt. Ltd. CIN: U74900TN2015PTC Kences Towers", II Floor, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai Tel No.: Fax No.: yuvraj@integratedindia.in Contact Person: Mr S Yuvaraj Website: SEBI Reg. No.: INR Offer Opens on: July 07, 2017 (Friday) Offer Closes on: July 20, 2017 (Thursday)

2 SCHEDULE OF ACTIVITIES PERTAINING TO THE OFFER: Nature of Activity Original Revised Day & Date Day & Date Date of the PA [Signing of SPA] Thursday, February 23, 2017 Thursday, February 23, 2017 Date of publishing the Detailed Public Statement Friday, March 03, 2017 Friday, March 03, 2017 Last date for filing of Draft Letter of Offer with SEBI Friday, March 10, 2017 Friday, March 10, 2017 Last date of a competing offer Monday, March 27, 2017 Monday, March 27, 2017 Latest date by which SEBI s observations will be received Wednesday, April 05, 2017 Thursday, May 18, 2017 Receipt of Letter from Reserve Bank of India - Tuesday, June 20, 2017 Identified Date* Friday, April 07, 2017 Thursday, June 22, 2017 Last date by which the Letter of Offer will be dispatched to the Shareholders' (Except the Acquirers and the Selling Shareholders) Monday, April 17, 2017 Friday, June 30, 2017 as on the identified date Last Date for revising the Offer Price/number of shares Tuesday, Monday, Last date by which the recommendation of the committee of Independent Directors of the Target Company will be given and published Date of public announcement for Opening the Offer Date of Commencement of the Tendering Period (Offer opening date) Date of Closing of the Tendering Period (Offer closing date) Last date for communicating Rejection/acceptance and payment of consideration for accepted Equity Shares or Equity Share certificate/return of unaccepted share certificates/credit of unaccepted shares to demat account April 18, 2017 Thursday, April 20, 2017 Friday, April 21, 2017 Monday, April 24, 2017 Monday, May 08, 2017 Tuesday, May 23, 2017 July 03, 2017 Wednesday, July 05, 2017 Thursday, July 06, 2017 Friday, July 07, 2017 Thursday, July 20, 2017 Thursday, August 03, 2017 *Identified Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer will be sent. It is clarified that all the Shareholders (registered or unregistered) of the Target Company (except the Acquirers and the Promoters/Sellers) are eligible to participate in this Offer any time during the tendering period of the Offer.

3 RISK FACTORS: Given below are the risks related to the proposed Offer and those associated with the Acquirers: Relating to the Proposed Offer: 1) As on date, to the best of the knowledge of the Acquirers, there are no Statutory Approvals required by the Acquirers to complete this Offer except the approval from RBI, which has been obtained from RBI, Chennai vide letter dated June 20, In case, if any Statutory Approval(s) are required or become applicable at a later date before the closure of the Tendering Period, the Offer shall be subject to the receipt of such Statutory Approval(s). The Acquirers shall make the necessary applications for such Statutory Approvals. There are no other approvals required except for RBI Approval for withdrawal the Offer in accordance with the provisions of Regulation 23(1) of the Regulations. In the event of withdrawal of this Offer, for reasons outside the reasonable control of the Acquirers, a Public Announcement will be made within two (2) working days of such withdrawal, in the same newspapers in which this DPS has been published and copy of such Public Announcement will also be sent to SEBI, Stock Exchange(s) and to the Target Company at its Registered Office. 2) Where the statutory approvals extend to some but not all of the Public Shareholders, the Acquirers shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Offer. 3) In case of over-subscription in the Offer, as per SEBI (SAST) Regulations, 2011 acceptance would be determined on a proportionate basis and hence there is no certainty that all the shares tendered by the Shareholders in the Offer will be accepted. 4) Shareholders who tender the Equity Shares in acceptance of the Offer shall not be entitled to withdraw their shares, even if the acceptance of Equity Shares under this Offer and despatch of consideration are delayed. Relating to the Acquirers: 1) The Acquirers makes no assurance with respect to the financial performance of the Target Company and their investment/divestment decisions relating to their proposed shareholding in the Target Company. 2) The Acquirers cannot provide any assurance with respect to the market price of the Equity Shares of the Target Company before, during or after the Offer and expressly disclaims 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. 3) The Acquirers and the Manager to the Offer accepts no responsibility for the statements made otherwise than in the Public Announcement ( PA )/Detailed Public Statement ( DPS )/Draft Letter of Offer ( DLoF )/Letter of Offer ( LoF ) and anyone placing reliance on any other sources of information, not released by the Acquirers, would be doing so at his / her / its own risk. The Risk Factors set forth above pertain to the Offer and does not relate to the present or future business or operations of the Target Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Shareholder 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 choosing, if any, for further risks with respect to each such Shareholder s participation in the Offer.

4 Table of Contents 1. ABBREVIATIONS/DEFINITIONS DISCLAIMER CLAUSE DETAILS OF THE OFFER BACKGROUND OF THE OFFER DETAILS OF THE PROPOSED OFFER OBJECT OF THE OFFER BACKGROUND OF THE ACQUIRERS BACKGROUND OF THE TARGET COMPANY-UPASANA FINANCE LIMITED OFFER PRICE AND FINANCIAL ARRANGEMENTS JUSTIFICATION OF OFFER PRICE DETAILS OF FIRM FINANCIAL ARRANGEMENTS TERMS AND CONDITIONS OF THE OFFER OPERATIONAL TERMS AND CONDITIONS LOCKED-IN SHARES ELIGIBILITY FOR ACCEPTING THE OFFER STATUTORY APPROVALS PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER DOCUMENTS FOR INSPECTION DECLARATION BY THE ACQUIRERS... 24

5 1. ABBREVIATIONS/DEFINITIONS Acquirers Ms. Rekha Jain ( Acquirer 1 ), Ms. Bhavika Jain ( Acquirer 2 ) and Ms. Khushbu Jain ( Acquirer 3 ) (hereinafter collectively referred to as Acquirers ) BSE BSE Limited, Mumbai CDSL Central Depository Services (India) Limited Companies Act Companies Act, 1956 and Companies Act, 2013 CP Conditions Precedent DP Depository Participant DPS/Detailed Public Statement Detailed Public Statement relating to the Offer published on March 03, 2017 (Friday) Eligible Persons for the Offer All owners (registered or unregistered) of Equity Shares of the Target Company who own the shares at any time before the Closure of the Offer (except the Acquirers and the Promoters/Sellers) Equity Shares Fully paid-up Equity Shares of the Target Company of the Face Value of `10 (Rupees Ten only) each Escrow Account Shall have the meaning given to it in paragraph 6.2 of this Draft Letter of Offer Escrow Amount Shall have the meaning given to it in paragraph 6.2 of this Draft Letter of Offer Escrow Bank Kotak Mahindra Bank Limited FEMA Foreign Exchange Management Act, 1999, as amended from time to time FIIs Identified Date Foreign Institutional Investors registered with SEBI June 22, 2017 (Thursday) i.e. date falling on the tenth (10 th ) Working Day prior to the commencement of Tendering Period, for the purposes of determining the Public Shareholders to whom this Letter of Offer shall be sent IFSC Indian Financial System Code Income Tax Act Income Tax Act, 1961, as amended from time to time `/ INR / Rs. Indian Rupees, the legal currency of India Letter of Offer/LoF Letter of Offer dated June 23, 2017 (Friday) Manager / Manager to the Mark Corporate Advisors Private Limited Offer MICR Magnetic Ink Character Recognition NA/N.A. Not Applicable Non-Resident Shareholder(s) Persons resident outside India as defined under FEMA, holding Equity Shares of the Target Company NRI Non-Resident Indian OCBs Overseas Corporate Bodies Offer period Period from the date of entering into an agreement, to acquire Shares, Voting Rights in, or control over a Target Company requiring a Public Announcement, or the date of Public Announcement, and the date on which the payment of consideration to Shareholders who have accepted the Open Offer is made, or the date on which the Open Offer is withdrawn Offer/Open Offer Offer Price Offer Size The Open Offer is made by the Acquirers to the Public Shareholders to acquire upto 11,12,300 Equity Shares, representing 26% of the Equity Share Capital/Voting Capital of the Target Company `40 (Rupees Forty only) per Equity Share Upto 11,12,300 Equity Shares representing 26% of the Equity Share Capital/Voting Capital of the Target Company at a price of `40.34 (Rupees Forty and Paise Thirty Four only) per Equity Share, including 10% per annum per Equity Share for the delay in the payment beyond the Scheduled Payment Date, assuming full acceptance of this Offer unless there is any further revision in the Offer Price or Offer Size, aggregating to ` 4,48,70,182 (Rupees Four Crores Forty Eight Lacs Seventy Thousand One Hundred Eighty Two only) Page 1 of 28

6 PA / Public Announcement Promoters Public Shareholder(s) RBI Registrar/Registrar to the Offer RTGS Scheduled Payment Date Sale Shares SEBI SEBI Act SEBI (LODR) Regulations, 2015 SEBI (SAST) Regulations, 2011/ SEBI (SAST) Regulations/Regulations Sellers/Selling Shareholders Share Capital Share Purchase Agreement/ SPA/Agreement Stock Exchange(s) Target Company/UFL Tendering Period Public Announcement of the Offer issued by the Manager to the Offer, on behalf of the Acquirers on February 23, 2017 (Thursday) Promoters of Upasana Finance Limited as per Regulation 31(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) 2015 The Equity Shareholder(s) of the Target Company other than the Acquirers and the Promoters/Sellers of the Target Company Reserve Bank of India Integrated Registry Management Services Pvt. Ltd. Real Time Gross Settlement July 03, 2017 (Monday), being the last date for payment of consideration under the Offer in accordance with the timelines as stipulated in the SEBI (SAST) Regulations based on SEBI Observation Letter dated May 18, 2017 and May 24, ,00,200 Equity Shares of `10 each of Upasana Finance Limited 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 (Listing Obligation and Disclosure Requirement) Regulations, 2015, and subsequent amendments thereof Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and subsequent amendments thereof Mr. Suresh Krishna ( Seller 1 ), Ms. Usha Krishna ( Seller 2 ), Ms. Arathi Krishna ( Seller 3 ) and Ms. Arundathi Krishna ( Seller 4 ) are the Selling Shareholders of the Target Company 42,78,000 Equity Shares of `10 each Share Purchase Agreement entered on February 23, 2017 BSE Limited, Mumbai Upasana Finance Limited Period within which Shareholders of the Target Company may tender their Equity Shares in acceptance to the Offer, i.e. the period between and including July 07, 2017 (Friday) and July 20, 2017 (Thursday) Page 2 of 28

7 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 SHAREHOLDERS OF UPASANA FINANCE LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE COMPANY WHOSE SHARES AND CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRERS IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, MARK CORPORATE ADVISORS PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED, MARCH 08, 2017 TO SEBI IN ACCORDANCE WITH SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS 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 Ms. Rekha Jain ( Acquirer 1 ), Ms. Bhavika Jain ( Acquirer 2 ) and Ms. Khushbu Jain ( Acquirer 3 ) (hereinafter referred to as Acquirers ) to the Equity Shareholders of Upasana Finance Limited (hereinafter referred to as UFL / Target Company ) pursuant to and in compliance with regulation 3(1) and 4 of the Regulations to acquire upto 11,12,300 Equity Shares of `10 each representing 26% of the Equity Share Capital/ Voting Capital of the Target Company ( Offer Size ) at a price of `40 (Rupees Forty only) per Equity Share ( Offer Price ) plus 10% per annum per Equity Share i.e. `0.34 for delay in payment beyond the Scheduled Payment Date, payable in cash, subject to the terms and conditions set out in the PA, DPS and the LoF that will be sent to the Public Shareholders of the Target Company The details of the Transactions which triggered the Open Offer are as under: a) The Acquirers have entered into a Share Purchase Agreement ( SPA ) with the existing Promoters (hereinafter referred to Selling Shareholders / Sellers) of the Target Company for 30,00,200 Equity Shares representing 70.13% of the Equity Share Capital/Voting Capital of the Target Company. The details of the same are as under: Sr. No. Name, PAN& Address 1) Mr. Suresh Krishna Part of Promoter Group (Yes/No) Details of Shares/Voting Rights held by the Selling Shareholders Pre Transaction Post Transaction No of % vis a vis total No of Shares Share Capital Shares Yes 6,87, % Nil Nil % vis a vis total Share Capital PAN: AABPK 3154 E Address: No. 79, Poes Garden, Chennai ) Ms. Usha Krishna Yes 13,95, % Nil Nil Page 3 of 28

8 Sr. No. Name, PAN& Address Part of Promoter Group (Yes/No) Details of Shares/Voting Rights held by the Selling Shareholders Pre Transaction Post Transaction % vis a vis total No of Share Capital Shares No of Shares % vis a vis total Share Capital PAN: AABPK 7189 F Address: No. 79, Poes Garden, Chennai ) Ms. Arathi Krishna Yes 4,58, % Nil Nil PAN: AABPK 3095 Q Address: No. 79, Poes Garden, Chennai ) Ms. Arundathi Krishna Yes 4,58, % Nil Nil PAN: AABPK 3094 R Address: No. 79, Poes Garden, Chennai TOTAL 30,00, % Nil Nil The above mentioned Equity Shares agreed to be acquired through SPA is lying in the Demat Accounts of the respective Sellers and the same will be transferred to the Demat Account of the Acquirers upon Completion of the Open Offer formalities and subject to the terms and conditions of the SPA None of the Sellers mentioned above have been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992, as amended or under any other regulation made under the SEBI Act, The Salient features of the Share Purchase Agreement ( SPA ) are as under: a) Agreement to Sell Shares a.1. The Sellers shall sell to the Acquirers and the Acquirers shall, subject to the fulfilment of the conditions specified in Clause 3 of the SPA, purchase the Sale Shares, free from all encumbrances and defects for the Purchase Price and on the terms and conditions hereinafter contained. a.2. The Acquirers shall acquire 30,00,200 Equity Shares representing 70.13%of the subscribed Equity Share Capital/Voting Capital of the company from the Sellers. a.3. The Purchase Price for the Sale Shares shall be `40 (Rupees Forty Only) per share and the total consideration amount shall be `12,00,08,000 (Rupees Twelve Crores and eight thousand Only). a.4. The Acquirers agree to pay to each Seller, the Purchase Price, as consideration for the purchase by the Acquirers of the Sale Shares held by such Seller on the Closing Date. a.5. An earnest money deposit of 25% of the total consideration, payable to the Sellers for the Sale Shares shall be deposited in an escrow account at the time of execution of this Agreement. The aforesaid sum shall be released to the Sellers upon the expiry of 21 days from the date of detailed public statement subject to and upon the receipt of the approval from RBI as mentioned in the Agreement, whichever is later. The balance consideration shall be paid by the Acquirers to the Sellers into their designated bank accounts through electronic fund transfer simultaneously with the release of the earnest money deposit to the Sellers as contemplated above. The particulars of such bank accounts shall be furnished to the Acquirers not less than 24 hours prior to the time of release of such amount. The Parties shall appoint Page 4 of 28

9 an escrow agent to hold the aforesaid amount and enter into a suitable escrow agreement in connection with the release of the earnest money deposit towards the purposes stated in the agreement. b) Conditions of Agreement b.1. Acquirers Conditions Precedent The obligation of the Acquirers to effect and complete a Closing shall be expressly conditional upon the satisfaction (or, where not so prohibited under applicable law, waiver by Acquirers) of the following conditions precedent by the relevant Party within a period of 180 days of the date of this Agreement or such other later date as mutually agreed between Parties ( Long Stop Date ): (i) The representations and warranties made by the Company and each Seller (as to itself) shall be, with respect to those representations and warranties qualified by any materiality standard, true and correct in all respects at and as of the Closing Date. (ii) The Company/Acquirers shall obtain Reserve Bank of India approval as per Master Circular No. 061/ / dated July 01, 2015, as amended up to August 4, 2015 and amendments thereof. b.2. Sellers Conditions Precedent The Closing by the Sellers shall be conditional upon the completion (or, where not so prohibited under Applicable Law, waiver by the Sellers) of the following conditions precedent by the Acquirers (the Sellers Conditions Precedent ) (i) The representations and warranties of the Acquirers set forth herein shall be, true and correct in all material respects at and as of the Closing Date, to the extent such representations and warranties expressly relate to an earlier date or time (in which case such representation and warranty shall be true and correct in all respects, or in all material respects, as appropriate, on and as of such earlier date); (ii) Acquirers shall have obtained all governmental, regulatory or approvals, authorisations or permits as may be required under Applicable Law, for consummating the transactions contemplated under this Agreement; (iii) All orders, consents, waivers, no objections, permits, approvals, authorisations or compliances necessary to permit the Acquirers to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and to permit the Acquirers to acquire the Sale Shares free and clear of all encumbrances pursuant to this Agreement shall have been obtained and shall be in full force and effect; c) Compliance with Takeover Regulations (i) The sale and purchase of the Sale Shares shall be subject to the compliance by the Parties with the provisions of the Takeover Regulations. (ii) In case of non-compliance with any of the provisions of the Takeover Regulations by either of the Parties, after signing of this Agreement, this Agreement for sale of the Sale Shares shall not be acted upon by either Sellers or the Acquirers. (iii) The Acquirers undertake that if the public shareholding in the Company fall below the limit specified in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 [SEBI (LODR) Regulations, 2015] with Stock Exchange for the purpose of listing on continuous basis, pursuant to the Agreements and Open Offer, the Acquirers will maintain the minimum specified public shareholding in the Company The Proposed change in control of the Target Company is not through any Scheme of Arrangement The Acquirers reserves the right to nominate someone representing them to be a Director on the Board of the Target Company during the Offer Period in accordance with the Regulations by depositing 100% of the Page 5 of 28

10 Maximum Consideration payable under the Offer in the Cash Escrow Account pursuant to Regulation 24(1) of the Regulations, subject to the receipt of approval from RBI and subject to the terms and conditions of the SPA The Acquirers have not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of SEBI Act or under any other regulations made under the SEBI Act As per Regulation 26(6) of the Regulations, the Board of Directors is required to constitute a committee of Independent Directors to provide reasoned recommendation on this Offer to the Eligible Shareholders. Accordingly, Mr. Rengasamy Raja Ramakrishnan, Mr. Sethuraman Ramakrishnan, Mr. Srinivasan Subramanian Eswara have been appointed as Members of the Committee. Such recommendation will be published at least two (2) working days before the commencement of the Tendering Period i.e. July 05, 2017 (Wednesday) in the same newspapers where the DPS was published in compliance with Regulation 26(7) of the Regulations No other persons/individuals/entities are acting in concert with the Acquirers for the purpose of this Offer in terms of Regulation 2 (1) (q) of the Regulations. 3.2 DETAILS OF THE PROPOSED OFFER The PA announcing the Open Offer, under Regulation 3(1) and 4 read with Regulation 13, 14 and 15 of the Regulations was made on February 23, 2017 (Thursday) and was filed with SEBI, BSE Ltd, Mumbai ( BSE ) and was sent to the Target Company on February 23, 2017 (Thursday) In accordance with Regulations 13(4) and 14(3) of the Regulations, the DPS was published on March 03, 2017 (Friday) in the following newspapers: Publication Language Edition(s) Financial Express English All Editions Jansatta Hindi All Editions Navshakti Marathi Mumbai Edition Makkal Kural Tamil Chennai Edition The Public Announcement and Detailed Public Statement are also available on the website of SEBI at Simultaneously with the publication of DPS in the newspapers, a copy of the DPS was filed through the Manager to the Offer with SEBI, BSE, and sent to the Target Company at its Registered Office This Offer is made by the Acquirers to all Eligible Shareholders, to acquire up to 11,12,300 Equity Shares representing 26% of the Equity Share Capital/Voting Capital, at a price of `40 (Rupees Forty only) per Equity Share, plus 10% per annum per Equity Share i.e. `0.34 per Equity Share for delay in payment beyond the Scheduled Payment Date, to be paid in cash, in accordance with Regulation 9(1)(a) of the Regulations and subject to the terms and conditions set out in the PA, the DPS and the Letter of Offer As of the date of this Letter of Offer, there are no: (i) partly paid-up Equity Shares; and (ii) outstanding convertible instruments (warrants/fully convertible debentures/partially convertible debentures) issued by the Target Company There is no differential pricing for the Offer This is not a Competing Offer in terms of Regulation 20 of the Regulations. There has been no competing offer as of the date of this Letter of Offer The Offer is unconditional and not subject to any minimum level of acceptance from the shareholders. In terms of Regulation 19(1) of the Regulations, the Acquirers will accept those Equity Shares of the Target Company which are tendered in valid form in terms of this Offer upto a maximum of 11,12,300 Equity Shares representing 26% of the Equity Share Capital/Voting Capital of the Target Company The Acquirers did not acquire any Equity Shares of the Target Company after the date of PA i.e. February 23, 2017 (Thursday) up to the date of this LoF. Page 6 of 28

11 The Acquirers will have the right not to proceed with this Offer in accordance with Regulation 23 of the Regulations, in the event such statutory approvals are refused. In the event of withdrawal of this Offer, a public announcement will be made within Two (2) Working Days of such withdrawal, in the same newspapers in which the DPS has been published and such Public Announcement will also be sent to SEBI, BSE and the Target Company at its Registered Office As on date, the Manager to the Offer, Mark Corporate Advisors Private Limited does not hold any Equity Shares in the Target Company. The Manager to the Offer further declares and undertakes that they will not deal on their own account in the Equity Shares of the Target Company during the Offer Period as per Regulation 27(6) of the Regulations The Equity Shares of the Target Company acquired by the Acquirers shall be free from all liens, charges and encumbrances together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter As per Regulation 38 of SEBI (LODR) Regulations read with Rule 19A of the Securities Contract (Regulation) Rules, 1957, as amended ( SCRR ), the Target Company is required to maintain at least 25% Public Shareholding, on continuous basis for listing. Pursuant to completion of this Offer, assuming full acceptance, the public shareholding in the Target Company will fall below the minimum public shareholding requirement as per SCRR as amended and the Listing Agreement. However, the Acquirers undertake to take necessary steps to facilitate Compliances of the Target Company with the relevant provisions of the SEBI (LODR) Regulations and Regulations 7(4) of the Regulations within the time period mentioned therein. 3.3 OBJECT OF THE OFFER This Offer is being made to the public shareholders of Target Company pursuant to and in compliance with regulation 3(1) and 4 of the Regulations The object of acquisition is to acquire substantial shares/voting rights accompanied by control over the Target Company. At present, the Acquirers does not have any plans to make major changes to the existing line of business of the Target Company except in the ordinary course of business. The Acquirers may expand the existing business of the Target Company and enter into other Financial Services. The Acquirers may reorganize the present Capital Structure of the Company and also further strengthen the Board The Acquirers does not have any plans to alienate any significant assets of the Target Company whether by way of sale, lease, encumbrance or otherwise for a period of two years except in the ordinary course of business of the Target Company. The Target Company's future policy for disposal of its assets, if any, for two years from the completion of Offer will be decided by its Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders through Special Resolution passed by way of postal ballot in terms of regulation 25(2) of Regulations, BACKGROUND OF THE ACQUIRERS 4.1 Information about Ms. Rekha Jain (hereinafter referred to as Acquirer 1 ) Ms. Rekha Jain ('Acquirer 1'), W/o Mr. Mohan Kumar Jain, aged about 56 years, is presently residing at 867/868, Poonamalle High Road, Flat No. 8A, K.G.S Apartment Chennai , Tamil Nadu. Tel. No.: , ID: smohankumarfinancer@gmail.com. She is an Under Graduate. Her Permanent Account Number (PAN) under Indian Income Tax Act is AADPJ 8462 C Acquirer 1 is a housewife Acquirer 1 is not part of any group As on date, Acquirer 1 does not hold any Equity Share in the Target Company Acquirer 1 has not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the SEBI Act or any other regulations made under the SEBI Act. Page 7 of 28

12 4.1.6 The Net Worth of Acquirer 1 is ` Lacs (Rupees One Thousand Twenty Seven Lacs and Thirty Four Thousand only) as on January 31, 2017 as certified vide certificate dated February 15, 2017 issued by Mr. Siddharth Mehta (Membership No ) Proprietor of M/s. Siddharth Mehta & Co, Chartered Accountants, (FRN: S) having office at 91, Govindappa Naicken Street, 1 st Floor, Chennai , Contact No.: /1, ID: info@smcca.in Acquirer 1 has not promoted any Company/Ventures/Entities, etc. 4.2 Information about Ms. Bhavika Jain (hereinafter referred to as Acquirer 2 ) Ms. Bhavika Jain ('Acquirer 2'), D/o Mr. Mohan Kumar Jain, aged about 34 years, is presently residing at 867/868, Poonamalle High Road, Flat No. 8A, K.G.S Apartment Chennai , Tamil Nadu. Tel. No.: , ID: bhavika2000in@yahoo.com. She did Masters in Business Administration in International Business from Annamalai University, Tamil Nadu, India. Her Permanent Account Number (PAN) under Indian Income Tax Act is AFAPB 0985 N Acquirer 2 is involved in the business of financing and having an experience of around 13 years Acquirer 2 is not part of any group As on date, Acquirer 2 does not hold any Equity Share in the Target Company Acquirer 2 has not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the SEBI Act or any other regulations made under the SEBI Act The Net Worth of Acquirer 2 is ` Lacs (Rupees One Thousand Nine Hundred Seventy One Lacs and Fifty Seven Thousand only) as on January 31, 2017 as certified vide certificate dated February 15, 2017 issued by Mr. Siddharth Mehta (Membership No ) Proprietor of M/s. Siddharth Mehta & Co, Chartered Accountants, (FRN: S) having office at 91, Govindappa Naicken Street, 1 st Floor, Chennai , Contact No.: /1, ID: info@smcca.in Acquirer 2 has not promoted any Company/Ventures/Entities, etc. 4.3 Information about Ms. Khushbu Jain (hereinafter referred to as Acquirer 3 ) Ms. Khushbu Jain ('Acquirer 3'), D/o Mr. Mohan Kumar Jain, aged about 32 years, is presently residing at 867/868, Poonamalle High Road, Flat No. 8A, K.G.S Apartment Chennai , Tamil Nadu. Tel. No.: , ID: khushmohan@gmail.com. She did Master in Arts in History of Fine Arts from University of Madras. Her Permanent Account Number (PAN) under Indian Income Tax Act is AJGPK 8356 G Acquirer 3 is involved in the business of financing and having an experience of around 11 years Acquirer 3 is not part of any group As on date, Acquirer 3 does not hold any Equity Share in the Target Company Acquirer 3 has not been prohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of the SEBI Act or any other regulations made under the SEBI Act The Net Worth of Acquirer 3 is ` Lacs (Rupees One Thousand Five Hundred Seventy Nine Lacs and Fifty Six Thousand only) as on January 31, 2017 as certified vide certificate dated February 15, 2017 issued by Mr. Siddharth Mehta (Membership No ) Proprietor of M/s. Siddharth Mehta & Co, Chartered Accountants, (FRN: S) having office at 91, Govindappa Naicken Street, 1 st Floor, Chennai , Contact No.: /1, ID: info@smcca.in Acquirer 3 has not promoted any Company/Ventures/Entities, etc. 4.4 Acquirer 2 and Acquirer 3 are Sisters, while Acquirer 1 is the Mother of Acquirer 2 and Acquirer 3. Page 8 of 28

13 4.5 The relevant provisions of Chapter II of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Chapter V of the Regulations are not applicable to the Acquirers with respect to the Target Company since the Acquirers have not acquired or sold any Equity Shares before the date of Public Announcement. However, the Acquirers have entered into a Share Purchase Agreement ( SPA ) on February 23, 2017 (Thursday) with the Promoters/Sellers of the Target Company) pursuant to which, the Acquirers have agreed to acquire 30,00,200 Equity Shares representing 70.13%% of the Equity Share Capital/Voting Capital of the Target Company and have complied with the Regulations. 4.6 The Acquirers currently do not hold any directorship in any listed entity. 4.7 The Acquirers will be the Promoters of the Company, after completing the Open Offer formalities pursuant to the Regulations. 4.8 The Acquirers have not acquired any Equity Share of the Target Company during the twelve (12) months period prior to the Public Announcement except for those mentioned in point no 4.5 above. 4.9 The Acquirers are not in Securities related business and registered with SEBI as a Market Intermediary There is an informal arrangement between the Acquirers with regard to the acquisition of Shares through Open Offer As on date, the Acquirers do not have any interest in the Target Company. Further, there are no Directors representing the Acquirers on the Board of the Target Company. 5. BACKGROUND OF THE TARGET COMPANY-UPASANA FINANCE LIMITED 5.1 The Target Company, bearing CIN L65191TN1985PLC was incorporated on January 25, 1985 in the name of Upaasana Finance Private Limited in the State of Tamil Nadu pursuant to the provisions of the Companies Act, The name of the Company was changed from 'Upaasana Finance Private Limited' to Upaasana Finance Limited vide fresh Certificate of Incorporation dated June 15, Further, the name was changed from Upaasana Finance Limited to Upasana Finance Limited vide fresh certificate of Incorporation dated January 09, There has been no change in the name of the Company during the last three years. 5.2 The Registered Office of the Target Company is situated at 98A, Dr. Radhakrishnan Salai, 3rd Floor, Auras Corporate Centre, Mylapore, Chennai , Tamil Nadu. 5.3 The Target Company is registered as Non-Banking Finance Company ( NBFC ) with Reserve Bank of India ( RBI ) bearing Registration Number as B and its main business inter-alia includes investment in shares and securities and providing loans and advances. Presently, it is concentrating on recovery of past Loans & Advances. 5.4 The Authorized Share Capital of the Target Company is `10,00,00,000 comprising of 50,00,000 Equity Shares of `10 each and 5,00,000 Cumulative Redeemable Preference Shares of `100 each. The Paid-Up Equity Share Capital of the Target Company is `4,27,80,000, comprising of 42,78,000 Equity Shares of `10 each fully paid up. 5.5 The Equity Shares of the Target Company are listed on BSE Limited, Mumbai ( BSE ) having a scrip code as The Equity Shares of the Target Company are frequently traded within the meaning of explanation provided in Regulation 2(j) of the Regulations. The ISIN of the Target Company is INE819K Share Capital Structure: The Equity Share Capital Structure of the Target Company is as follows: No. of Equity Shares/ % of Equity Shares/ Paid-up Shares Voting Rights Voting Rights Fully Paid-up Equity Shares 42,78, % Page 9 of 28

14 Paid-up Shares No. of Equity Shares/ % of Equity Shares/ Voting Rights Voting Rights Partly Paid-up Equity Shares Nil N.A. Total Paid-up Equity Shares 42,78, % 5.7 The Promoter/Promoter Group of the Target Company have complied with Chapter II of SEBI (SAST) Regulations, 1997 and Chapter V of SEBI (SAST) Regulations, The Target Company has complied with Chapter II of SEBI (SAST) Regulations, 1997 and Chapter V of SEBI (SAST) Regulations, As on date, the Target Company is fully compliant with the listing requirements and there has not been any non-listing of Equity Shares on any of the Stock Exchange(s). 5.9 As of the date of this Letter of Offer, there are no: (i) partly paid-up Equity Shares; and (ii) outstanding convertible instruments (warrants/fully convertible debentures/partially convertible debentures) issued by the Target Company. Further, there is no differential pricing for the Offer. There has been no merger/demerger or spin off in the Target Company during the past three years Details of the Board of Directors of the Target Company: As on the date, the Directors representing the Board of the Target Company are: Sr. No. Name of Director, DIN, PAN & Designation 1) Mr. Rengasamy Raja Ramakrishnan DIN: PAN: ABTPR 6146 G Address Old No.59, New No.84, Poes Gardens, Gopalapuram, Chennai , Tamil Nadu Date of Appointment March 13, 1988 Experience in years & field 50 years of Managerial experience in Manufacturing, Marketing and Finance No. of shares held in Company Nil Designation: Non-Executive Independent Director 2) Mr. Sethuraman Ramakrishnan DIN: PAN: AADPR 1960 M Plot 2111, 13th Main Road, Anna Nagar, Chennai , August 12, years of experience in Engineering, Treasury and Finance 200 Designation: Non-Executive Independent Director 3) Mr. Srinivasan Subramanian Eswara DIN: PAN: AAOPM 7167 R Trump Castle No. 92-A AI Block, 9th Main Road, Anna Nagar, Chennai , Tamil Nadu. May 07, years of experience in Engineering and Finance 1,000 Designation: Non-Executive Independent Director 4) Ms. Nalini Rajesh DIN: No. 7, 4th Floor, Sapthagiri Apts, No. 83 TTK Road, Alwarpet, March 31, years of experience in Human Resources Nil Page 10 of 28

15 Sr. No. Name of Director, DIN, PAN & Designation PAN: ADLPR 5217 J Address Chennai Date of Appointment Experience in years & field No. of shares held in Company Designation: Non-Executive Non-Independent Director 5.11 The key financial information of the Target Company based on the Audited Financial Statements for the Financial Year ended March 31, 2016, March 31, 2015 and March 31, 2014 and Certified Un-Audited Financials, for nine months period ended December 31, 2016, are as follows: Profit & Loss Statement: (Amount in Lacs) Particulars Period ended December 31, 2016 FY FY FY (Un-Audited) (Audited) (Audited) (Audited) Income from Operations (+) Other Income Total Income Total Expenditure Profit before Depreciation, Interest and Tax (-) Depreciation (-) Interest and Financial Charges Exceptional Items Profit before Tax Tax Expenses Profit after Tax Balance Sheet Statement: (Amount in Lacs) Particulars Period ended December 31, 2016 FY FY FY (Un-Audited) (Audited) (Audited) (Audited) Sources of Funds Paid up Equity Share Capital Reserves & Surplus (Excluding Revaluation Reserve) (-) Miscellaneous Expenditure Net Worth 1, , , , Secured Loans Unsecured Loans Current Liabilities Total 1, , , , Uses of Funds Net Fixed Assets Investments Net current assets 1, , , , Total 1, , , , Other Financial Data: (Amount in Lacs, except EPS) Particulars Period ended FY FY FY December 31, Dividend (%) 0.00% 0.00% 0.00% 0.00% Earnings Per Share (Basic) Earnings Per Share (Diluted) Page 11 of 28

16 RoNW (%) 3.00% 3.73% 6.75% 14.57% Book Value (Source: Annual Accounts for the financial years ended March 31, 2016, March 31, 2015, March 31, 2014 and Certified Un-Audited financials for the nine months period ended December 31, 2016 subject to limited review by the Statutory Auditors) Pre and Post-Offer Shareholding Pattern of the Target Company as on date of LoF are as follows: Shareholders Category 1) Promoter/ Promoter Group a) Parties to the Agreement: (i.) Mr. Suresh Krishna (ii.) Ms. Usha Krishna (iii.) Ms. Arathi Krishna (iv.) Ms. Arundathi Krishna b) Promoters other than (a) above Equity Shareholding prior to SPA and Offer Equity Shares agreed to be acquired which triggered off the Regulations Equity Shares to be acquired in Open Offer (Assuming full acceptances) Equity Shareholding after SPA and Offer (A) (B) (C) (A)+(B)+(C)=(D) No. % No. % No. % No. % 6,87, (6,87,650) (16.08) Nil Nil Nil Nil 13,95, (13,95,950) (32.63) Nil Nil Nil Nil 4,58, (4,58,300) (10.71) Nil Nil Nil Nil 4,58, (4,58,300) (10.71) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Total 1 (a+b) 30,00, (30,00,200) (70.13) Nil Nil Nil Nil 2) Acquirers: a) Acquirer 1 Nil Nil 10,00, b) Acquirer 2 Nil Nil 10,00, ,12, ,12, c) Acquirer 3 Nil Nil 10,00, Total 2 (a) Nil Nil 30,00, ,12, ,12, ) Parties to Nil Nil Nil Nil Nil Nil Nil Nil agreement other than 1(a) & 2 4) Public (other than parties to agreement and Acquirers) a) FIs/MFs/FIIs/Ban Nil Nil Nil Nil Nil Nil Nil Nil ks b) Others 12,77, Nil Nil (11,12,300) ,65, Total 4 (a+b) 12,77, Nil Nil (11,12,300) ,65, GRAND TOTAL ( ) 42,78, Nil Nil Nil Nil 42,78, Note: Total Number of Public Shareholders as on the Identified Date is Details of the Compliance Officer: Name : Mr. R. Krishnan Registered Office : 98A, Dr. Radhakrishnan Salai, 3rd Floor, Auras Corporate Centre, Mylapore, Chennai , Tamil Nadu Contact No. : rkn1967@gmail.com 6. OFFER PRICE AND FINANCIAL ARRANGEMENTS 6.1 JUSTIFICATION OF OFFER PRICE The Equity Shares of the Target Company are presently listed on BSE Ltd, Mumbai ( BSE ) having a scrip code as The Equity Shares of the Target Company are frequently traded on BSE during the twelve (12) calendar months preceding the month in which PA was made as set out under Regulation 2(1) (j) of the Regulations. Page 12 of 28

17 6.1.2 The annualized trading turnover of the Equity Shares of the Target Company during Twelve calendar months preceding the month of PA (February 2016 to January 2017) on the Stock Exchange on which the Equity Shares of the Target Company are mostly traded is detailed below: Name of the Stock Exchange Total Number of shares traded during the preceding 12 calendar months prior to the month of PA Total No. of Equity Shares listed Annualized trading turnover (as % of total number of listed shares BSE Ltd 6,01,610 42,78, % (Source: The Offer Price of `40 (Rupees Forty only) is justified in terms of Regulation 8(2) of the Regulations on the basis of the following: Sr. No. Particulars Amount (In. `) a) Negotiated Price as per SPA : b) The volume-weighted average price paid or payable for acquisition whether by the Acquirers, during 52 weeks preceding the date of PA : Nil c) The highest price paid or payable for any acquisition, whether by the Acquirers, during 26 weeks preceding the date of the PA : Nil d) The volume-weighted average market price of Equity Shares of the Target Company for a period of sixty trading days immediately preceding the date of public announcement as traded on BSE, being the Stock Exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period : e) Other Financial Parameters as at: (Certified/ Un-Audited) (i.) Return on Net Worth (%) : 3.00 (ii.) Book Value Per Share (`) : (iii.) Earnings Per Share (`) : 0.88 Note: The Trading data has been downloaded from website of BSE i.e. It may be noted that in accordance with the directions of SEBI pursuant to their Letter No. SEBI/HO/CFD/DCR1/OW/P/2017/11793/1 dated May 24, 2017, the payment in respect of all the valid acceptances in the Open Offer, shall be made along with an 10% per annum per Equity Share for the delay in the payment beyond the Scheduled Payment Date. For the purposes of clarification, it may be noted that an amount of `0.34 per Equity Share will be payable by way of interest to all the successful Shareholders, whose Shares are validly tendered and accepted in the Offer, on the basis of current Offer Price, and assuming that the date of payment of consideration for such accepted Shares is August 03, 2017 (Thursday) (Last date for making payment to the successful shareholders who have validly tendered their shares in the Open Offer) Calculation of the volume-weighted average market price of the Shares for a period of sixty (60) trading days immediately preceding the date of PA as traded on BSE (as the maximum volume of trading in the Shares of the Target Company was recorded on BSE during such period) as per regulation 8(2) (d) of the Regulations is as follows: Sr. No. Date No. of Shares Total Turnover (Rs.) 1) 30-Nov ) 01-Dec-16 1,166 16, ) 02-Dec-16 10,886 1,56, ) 05-Dec ) 06-Dec-16 4,400 62, ) 07-Dec ) 08-Dec ) 09-Dec-16 15,700 2,40, ) 12-Dec , ) 13-Dec Page 13 of 28