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

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2 DRAFT LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Draft Letter of Offer is sent to you as a shareholder(s) of Vora Constructions Limited. If you require any clarifications about the action to be taken; you may consult your stock broker or investment consultant or the Manager to the Offer or the Registrar to the Offer. In case you have recently sold your equity shares in the Vora Constructions Limited, please hand over this Draft Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement and Transfer Deed(s) to the Member of Stock Exchange through whom said sale was affected. OPEN OFFER BY SURESHBABU MALGE ( hereinafter referred to as Acquirer ) Along with SUSHILA MALGE ( hereinafter referred to as PAC 1 ) SUMIT MALGE ( hereinafter referred to as PAC 2 ) SONU MALGE ( hereinafter referred to as PAC 3 ) (PAC 1, PAC 2 & PAC 3 are hereinafter collectively referred to as PACs ) All of the above residing at Sonal Apartment, New Vaibhav Society,1st Floor, Opposite Joshi Wada, Charai, Thane (West) , Maharashtra, India; Tel. No.: , sb_malge@yahoo.com to acquire up to 18,19,896 equity shares of Rs /- each at an Offer Price of Rs /- (Rupees Fifty Only) per fully paid up equity share payable in cash representing 26.00% of the Emerging Equity Share Capital pursuant to Regulations 3(1) & 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 of Vora Constructions Limited CIN: L45200MH1985PLC ( hereinafter referred to as VCL or Target Company ) incorporated under the provisions of the Companies Act, 1956 and the registered office of the Target Company is at 604 Balarama Building, Bandra Kurla Complex, Bandra (East), Mumbai , India Id: voraconstructions@ymail.com, Website: Tel. No.: , Fax No.: ATTENTION: 1. The Offer is being made by the Acquirer along with PACs pursuant to Regulations 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as SEBI (SAST) Regulations, 2011 or Regulations ) for the purpose of substantial acquisition of shares & change in control & management of the Target Company consequent to the proposed acquisition of shares under Preferential Issue of Equity Shares. 2. The Offer is not a conditional Offer on any minimum level of acceptance. 3. As on date of this Draft Letter of Offer ( DLOO ), to the best of the knowledge of the Acquirer along with PACs, the Offer is not subject to any statutory and regulatory approvals, except for those mentioned under Statutory Approval in paragraph no. 7.3 of this DLOO. 4. Upward revision, if any, in the Offer Price shareholders would be informed by way of a corrigendum in the same newspapers where the Detailed Public Statement ( DPS ) has appeared. The Acquirer along with PACs are permitted to revise the Offer Price upwards only at any time prior to the commencement of the last three working days of opening of the Tendering Period i.e. March 17, The same price will be payable by the Acquirer for all the shares tendered anytime during the Tendering Period. 5. If there is competing offer: The Public Offers under all the subsisting bids shall open and close on the same date. 6. A copy of Public Announcement, Detailed Public Statement and Draft Letter of Offer are also available on SEBI's website PROCEDURE FOR ACCEPTANCE OF THIS OPEN OFFER PLEASE REFER SECTION 8 "PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER (PAGE NOS. 20 to 23) FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT IS ENCLOSED WITH THIS DRAFT LETTER OF OFFER All future correspondence, if any, should be addressed to the Manager/Registrar to the Offer at the following addresses: MANAGER TO THE OFFER REGISTRAR TO THE OFFER Intensive Fiscal Services Private Limited Purva Sharegistry (India) Private Limited (CIN: U65920MH1997PTC107272) 9, Shiv Shakti Ind. Estate, J. R. Boricha Marg, 914, 9 th Floor, Raheja Chambers, Opp. Kasturba Hospital Lane, Lower Parel (East), Nariman Point, Mumbai Mumbai Tel. Nos.: /44/45 Tel. No.: / Fax No.: Fax No.: anand@intensivefiscal.com Contact Person: Mr. V.B. Shah Contact Person: Mr. Anand Rawal /Ms. Meenal Poddar Id: busicomp@vsnl.com SEBI Registration No.: INM SEBI Registration No. : INR OFFER OPENS ON: March 23, 2017 OFFER CLOSES ON: April 05,

3 SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER Schedule of Activities Date Day Date of Public Announcement January 30, 2017 Monday Date of Detailed Public Statement February 06, 2017 Monday Date by which Draft Letter of Offer will be filed with the SEBI February 13, 2017 Monday Last date for a Competitive Bid, if any February 28, 2017 Tuesday Date of receipt of the comments on Draft Letter of Offer from SEBI March 07, 2017 Tuesday Identified Date* March 09, 2017 Thursday Date by which Letter of Offer will be dispatched to the Shareholders March 16, 2017 Thursday Last date for Revising the Offer Price / Number of Equity Shares March 17, 2017 Friday Last Date of announcement containing reasoned recommendation by committee of independent directors of VCL March 20, 2017 Monday Date of Advertisement announcing the schedule of activities for the open offer, status of statutory & other approvals, status of unfulfilled conditions (if any), Procedure for tendering acceptances etc. March 22, 2017 Wednesday Date of opening of the Tendering Period March 23, 2017 Thursday Date of closing of the Tendering Period April 05, 2017 Wednesday Date by which the acceptance/ rejection would be intimated and the corresponding payment for the acquired shares and/or share certificate for the rejected shares will be dispatched April 20, 2017 Thursday Date of post offer advertisement April 27, 2017 Thursday * Identified Date is only for the purpose of determining the equity shareholders as on such date to whom the Letter of Offer would be dispatched. It is clarified that all owners (registered or unregistered) of the equity shares of the Target Company (except Acquirer, persons deemed to be acting in concert with Acquirer) are eligible to participate in the Offer any time before the closing of the tendering period. RISK FACTORS Given below are the risks related to the transaction, proposed Offer and those associated with the Acquirer along with PACs: Relating to Transaction 1. This Offer is subject to approval of Shareholders of the Target Company for Preferential Issue and in-principle approval of the Stock Exchange (BSE Ltd) for listing of such Shares on the Stock Exchange. Further, the Target Company being a Non-Banking Financial Company ( NBFC ), registered with the Reserve Bank of India ( RBI ), any change in stake of a NBFC beyond specified limits requires prior approval of RBI in terms of RBI Circular No. DNBR (PD) CC. No. 065/ / dated July 09, In the event that either (a.) the Regulatory Approvals are not received in a timely manner; (b.) there is any litigation to stay the Offer; or (c.) SEBI instructs the Acquirer and the PACs not to proceed with the Offer, then the Offer proceeds may be delayed beyond the schedule of activities indicated in this Draft Letter of Offer. 2. If any other statutory approvals are required or become applicable at a later date and therefore, in the event that either the statutory approvals or regulatory approvals, are not received in a timely manner, then the Offer process may be delayed beyond the schedule of major activities indicated in this Draft Letter of Offer. 3. The Acquirer along with PACs make no assurance with respect to the market price of the Shares both during Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by any Shareholder on whether to participate or not to participate in the Offer. Risk Factors relating to the Proposed Offer 1. In the event of any litigation leading to stay on the Offer or SEBI instructing that the Offer should not be proceeded with, thus the Offer process may be delayed beyond the Schedule of the Major Activities of Offer indicated in this Draft Letter of Offer. 2. If the Acquirer along with PACs are unable to make the payment to the shareholders who have accepted the Offer 2

4 within 10 working days from the date of closure of the tendering period, then SEBI may, if satisfied that the nonreceipt of requisite statutory approvals, that may become applicable prior to completion of the Offer, was not due to any willful default or neglect of the Acquirer along with PACs or the failure of the Acquirer along with PACs to diligently pursue the applications for such approvals, grant extension of time for the purpose, subject to the Acquirer along with PACs agreeing to pay interest to the shareholders for delay beyond 10 working days, as may be specified by SEBI from time to time. The tendered shares and documents would be held by the Registrar to the Offer, till such time as the process of acceptance of tendered shares and payment of consideration is completed. 3. The transaction is subject to completion risks as would be applicable to similar transactions. Probable risks involved in associating with the Acquirer along with PACs 1. Looking at the past trend, the Acquirer along with PACs makes no assurance with respect to the continuation of the financial performance of the Target Company. The association of the Acquirer along with PACs with VCL/Substantial Acquisition of Shares & post taking control of VCL, the Acquirer along with PACs do not warrant any assurance with respect to the future financial performance of VCL. 2. Post this Offer, (assuming full acceptance) the Acquirer along with PACs will have majority equity ownership and control over the Target Company pursuant to Regulations 3(1) & 4 of the Regulations. 3. The Acquirer along with PACs also make no assurances with respect to their investment/divestment decisions relating to their proposed shareholding in the Target Company. The indicative risk factors set forth above are in relation to the Offer and not in relation to the present or future business or operations of VCL or any 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 or in associating with the Acquirer along with PACs. The shareholders of VCL are advised to consult their stock broker or investment consultant or tax advisor, if any, for further risks with respect to their participation in the Offer. CURRENCY OF PRESENTATION In this Draft Letter of Offer, all references to Rs. are to the reference of Indian National Rupees ( INR ).Throughout this Draft Letter of Offer, all figures have been expressed in Lakhs unless otherwise specifically stated. In this Draft Letter of Offer, any discrepancy in any table between the total and sums of the amount listed are due to rounding off. TABLE OF CONTENTS Sr. No. Particulars Page No. 1) Definitions 3 2) Disclaimer Clause 5 3) Details of the Offer 6 4) Background of the Acquirer and the PACs 9 5) Background of the Target Company Vora Constructions Limited 12 6) Offer Price and Financial Arrangements 16 7) Terms and Conditions of the Offer 18 8) Procedure for Acceptance and Settlement of the Offer 20 9) Documents for Inspection 24 10) Declaration by the Acquirer DEFINITIONS The following definitions apply through this document, unless the context requires otherwise: 1. Acquirer Sureshbabu Malge 2. Book Value per equity share Net worth for equity shareholders/number of equity shares issued 3. BSE BSE Limited, Mumbai 4. CDSL Central Depository Services (India) Limited 5. Companies Act The Companies Act, 1956/ The Companies Act, 2013 as amended and as applicable. 6. DLOO Draft Letter of Offer 7. DP Depository Participant 8. DPS Detailed Public Statement appeared in the newspapers on February 06, Paid up equity share Capital of Rs.6,99,96,000 Emerging Equity Share Capital comprising of 69,99,600 equity share of Rs.10/- each 3

5 10. EPS Profit after tax/number of Equity Shares issued 11. Eligible Persons for the Offer All owners (registered or unregistered) of Equity Shares of the Target Company who own the Equity Shares at any time before the Closure of the Tendering period (except the Acquirer and the PACs) 12. Equity Shares Fully paid-up Equity Shares of the Target Company of the Face Value of Rs.10/- (Rupees Ten Only) each 13. Escrow Account Shall have the meaning given to it in paragraph of this Draft Letter of Offer 14. Escrow Amount Shall have the meaning given to it in paragraph of this Draft Letter of Offer 15. Escrow Bank IndusInd Bank Limited 16. FEMA Foreign Exchange Management Act, 1999 including rules and regulations formulated thereunder. 17. FII 4

6 Promoters Promoters of Vora Constructions 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 Acquirer and the PACs Public Shareholder(s) 45. RBI Reserve Bank of India 46. Registrar or Registrar to the Offer Purva Sharegistry (India) Private Limited 47. Return on Net Worth (Profit After Tax/Net Worth)* RTGS Real Time Gross Settlement 49. SEBI Securities and Exchange Board of India 50. SEBI (SAST) Regulations, 2011 or Regulations 51. SEBI (SAST) Regulations 1997 or Old Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended form time to time Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended from time to time 52. Securities and Exchange Board of India Act, 1992 as SEBI Act amended 53. Securities Contract (Regulation) Rules, 1957, as amended SCRR thereof 54. Stock Exchange BSE Limited (BSE) 55. Target Company or VCL Vora Constructions Limited 56. Period within which shareholders may tender their shares Tendering Period in acceptance of an Open Offer 57. Working day Working days of SEBI as defined in the SEBI(SAST) Regulations,2011 in Mumbai 2. DISCLAIMER CLAUSE IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THIS DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF VORA CONSTRUCTIONS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER(S) OR OF THE COMPANY WHOSE SHARES/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 ACQUIRER ALONG WITH PACS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER ALONG WITH PACs DULY DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, INTENSIVE FISCAL SERVICES PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 10, 2017 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDEMENTS THEREOF. THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER ALONG WITH PACs FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. 5

7 3. DETAILS OF THE OFFER 3.1. Background of the Offer The Offer is being made under Regulations 3(1) & 4 of SEBI (SAST) Regulations, 2011 wherein the Acquirer along with PACs have agreed to acquire shares & change in control and the management of the Target Company consequent to the acquisition of shares pursuant to the Preferential Issue of Equity Shares The Acquirer along with PACs do not hold any equity shares of the Target Company as on date of the Public Announcement, Detailed Public Statement and this Draft Letter of Offer The details of the Transactions which triggered the Open Offer are as under: On January 30, 2017 the Board of Directors of the Target Company approved the Preferential Allotment of 50,00,000 Equity Shares of Rs /- each at a price of Rs /- (Rupees Fifty Only) per equity share for consideration of Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only). Out of which 38,49,780 (Thirty Eight Lakhs Forty Nine Thousand Seven Hundred and Eighty) Equity Shares of face value of Rs.10.00/- (Rupees Ten Only) each at a price of Rs.50.00/- (Rupees Fifty Only) each aggregating to 55.00% of the Emerging Equity Share Capital of the Target Company are proposed to be allotted to the Acquirer along with PACs pursuant to Section 62 read with Section 42 of the Companies Act, 2013 and other applicable provisions of Companies Act, 2013 and including Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and also subject to the Statutory / Requisite Approvals from Regulatory Authorities including Reserve Bank of India ( RBI ). Upon Preferential Allotment of Equity Shares to the Acquirer along with PACs, their aggregate shareholding would exceed the threshold set out below and therefore, the Offer is being made under 3(1) and 4 of the Regulations. Particulars Pre-Preferential Allotment Shareholding No. of Equity Shares % of Present Capital No of Equity Shares proposed to be allotted under Preferential Issue Post-Preferential Allotment Shareholding No. of Equity Shares % of Emerging Voting Capital Incremental % of Voting Capital Acquirer Nil Nil 19,59,888 19,59, PAC 1 Nil Nil 6,29,964 6,29, PAC 2 Nil Nil 6,29,964 6,29, PAC 3 Nil Nil 6,29,964 6,29, TOTAL Nil Nil 38,49,780 38,49, The Equity Shares proposed to be issued under the Proposed Preferential Issue, if allotted, during the Offer Period, will be kept in a separate Shares Escrow Account in compliance with Regulation 22(2A) of Regulations. Acquirer along with PACs will not exercise any voting rights over the said shares kept in the Shares Escrow Account. Upon fulfillment of all the Offer related formalities, the said Equity Shares will be transferred to the respective Share Account of Acquirer and the PACs and the Shares Escrow Account will be closed thereafter The Acquirer along with PACs intend to take control over the Target Company & make changes in the Board of Directors of the Target Company subsequent to the completion of this Open Offer in accordance hereof Pursuant to the Preferential Allotment, the Acquirer along with PACs are making this mandatory Offer in terms of regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011 of 18,19,896 (Eighteen Lakhs Nineteen Thousand Eight Hundred and Ninety Six) fully paid up equity shares ( Offer Size ) bearing a face value of Rs /- each representing 26.00% of the Emerging Equity Share Capital of the Target Company at a price of Rs.50.00/- (Rupees Fifty Only) per fully paid up equity share of Rs /- each of the Target Company (hereinafter referred to as Offer Price ), payable in cash, subject to the terms and conditions set out in the Public Announcement ( PA ), Detailed Public Statement ( DPS ) and the Letter of Offer ( Loo ) which will be sent to the Public Shareholders of the Target Company whose names will appear on the register of members of the Target Company or as beneficiaries on the beneficiary records of the Depository Participant as on the Identified Date i.e. March 09,

8 The Acquirer in this Open Offer is Sureshbabu Malge in terms of Regulation 2(1) (a) of the Regulations and Sushila Malge, Sumit Malge and Sonu Malge are the only Person(s) Acting in Concert (PACs) with the Acquirer in respect of this Offer within the meaning of Regulation 2(1) (q) of the Regulations The Offer is not as a result of global acquisition resulting in indirect acquisition of the Target Company The Acquirer along with PACs intends to complete the acquisition of shares and take control over the Target Company subsequent to completion of the Offer in terms of the Regulations 22 (2) of SEBI (SAST) Regulations, The Acquirer along with PACs intends to seek a reconstitution of the Board of Directors of the Target Company after successful completion of Offer As on date of this DLOO, neither Acquirer nor PACs holds any shares & have not acquired any share in past of the Target Company. Therefore Chapter V of SEBI (SAST) Regulations, 2011 is not applicable to them As on the date of this DLOO, none of the directors of the Target Company represents the Acquirer or PACs The consideration for the shares accepted under the Open Offer payable to the respective shareholders shall be paid in cash in accordance with Regulation 9(1) (a) of SEBI (SAST) Regulations, The Acquirer along with PACs, and the Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act, 1992 or under any other Regulation(s) made thereunder As per Regulations 26(6) and 26(7) of SEBI (SAST) Regulations, 2011 the Board of the Target Company is required to constitute a committee of Independent Directors who would provide its written reasoned recommendation on the Offer to the Shareholders of the Target Company and such recommendations shall be published at least two working days before the commencement of the Tendering Period in the same newspapers where the DPS of the Offer was published i.e. on March 20, Details of the proposed Offer The Acquirer along with PACs have made a Public Announcement on January 30, 2017 and published the Detailed Public Statement on February 06, 2017 in accordance with the Regulation 15(2) and pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, DPS was published in the following newspapers: Publication Language Editions The Financial Express English All Editions Jansatta Hindi All Editions Mumbai Lakshkadeep Marathi Mumbai Edition The Public Announcement, Detailed Public Statement and Draft Letter of Offer is also available on the SEBI website at Pursuant to Preferential Allotment, the Acquirer along with PACs are making mandatory Open Offer under Regulation 3(1) & (4) of the Regulations, to acquire 18,19,896 equity share of Rs.10.00/- each representing 26.00% of the Emerging Equity Share Capital of the Target Company at a price of Rs.50.00/-( Rupees Fifty Only)( Offer Price ) per fully paid up equity share payable in cash in terms of Regulation 9(1)(a) of Regulations of the SEBI (SAST) Regulations, 2011 and subject to the terms and conditions set out in the PA, the DPS and this Draft Letter of Offer This Offer is being made to all the equity shareholders of the Target Company in accordance with Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011 and is not conditional upon any minimum level of acceptance. The Acquirer will acquire all the shares of the Target Company that are validly tendered as per the terms of the Offer up to a maximum of 18,19,896 equity shares representing 26.00% of the Emerging Equity Share Capital of the Target Company The Offer is not a competitive bid in terms of Regulation 20 of the SEBI (SAST) Regulations, There has been no competing offer as of the date of this Draft Letter of Offer. 7

9 The Offer is subject to the terms and conditions set out herein and in the Letter of Offer that will be sent to the equity shareholders of the Target Company The Acquirer along with PACs have not acquired any share of the Target Company after the date of Public Announcement till the date of this DLOO The entire Equity Shares proposed to be acquired under this Open Offer will be acquired by the Acquirer and no other persons / entities propose to participate in the acquisition As on date, to the best of knowledge and belief of the Acquirer along with PACs, there are no other statutory approvals required to acquire the equity shares tendered pursuant to this Offer, except for approval from Reserve Bank of India ( RBI ). If any other statutory approvals are required or become applicable at a later date before the completion of the Offer, the Offer would be subject to the receipt of such other statutory approvals As on the date of this DLOO, there are no partly paid-up and no forfeited shares. There are no outstanding convertible instruments in the nature of warrants/fully convertible debentures/partly convertible debentures etc. which are convertible into equity shares at any later date As on date of PA, DPS & DLOO, the Manager to the Open Offer i.e. Intensive Fiscal Services Private Limited does not hold any shares in the Target Company in accordance with Regulation 27(6) of Regulations. They declare and undertake that they shall not deal in the shares of the Target Company during the period commencing from the date of their appointment as the Manager to the Open Offer till the expiry of 15 days from the date of closure of Open Offer The Equity Shares of the Target Company proposed to be acquired by the Acquirer along with PACs 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 Upon completion of the Offer, assuming full acceptances in the Offer and acquisition of Equity Shares in accordance with the Preferential Allotment, the Acquirer along with PACs will hold 56,69,676 (Fifty Six Lakhs Sixty Nine Thousand Six Hundred and Seventy Six) Equity Shares constituting % of the emerging equity share capital of the Target Company. Pursuant to this Open Offer, the public shareholding in the Target Company would reduce below the minimum public shareholding required as per the Securities Contracts (Regulation) Rules, 1957 as amended and in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the purpose of listing on continuous basis. a. In the event that the acquisition made in pursuant to the Offer results in the public shareholding of the Target Company falling below such minimum level, the Acquirer along with PACs undertake to take necessary steps to facilitate compliance of the Target Company with the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, within the time period mentioned therein or in accordance with such other directions as may be provided by the Stock Exchange. The Acquirer along with PACs have confirmed that presently they do not have any intention to delist the Target Company from the BSE in the next One year. b. The Acquirer along with PACs undertake to bring the public shareholding at minimum stipulated level i.e 25% within the time permitted under the Securities Contract (Regulation) Rules, 1957 and in accordance with Regulation 7(4) of the Regulations. This would take place either by way of issue of new shares by the Target Company in compliance with the provisions of the Companies Act, 1956/2013 & Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulation, 2009 and subsequent amendments thereto or by sale of its holdings through the secondary market in a transparent manner. c. Further, the Acquirer along with PACs shall not be eligible to make a voluntary delisting offer under the SEBI (Delisting of Equity Shares) Regulations, 2009, unless a period of twelve months have elapsed from the date of completion of the offer period as per regulation 7(5) of the SEBI (SAST) Regulations,

10 3.3. Object of the Acquisition/Offer The Offer is being made in terms of Regulation 3(1) and 4 of Regulations pursuant to proposed Preferential Allotment, whereby the Acquirer along with PACs proposes to acquire 55.00% of the Emerging Equity Share Capital of the Target Company The Open Offer is being made to all the public shareholders of VCL for acquiring 26.00% of the Emerging Equity Share Capital of the Target Company in accordance with Regulations 3(1) & 4 of the Regulations. After the completion of this Open Offer in terms of SEBI (SAST) Regulations, the Acquirer along with PACs will achieve substantial equity shares and voting rights accompanied with effective management and control over the Target Company The prime object of the Offer is to acquire substantial stake & change the control and management of the Target Company. At present, the Acquirer along with PACs do 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 Acquirer along with PACs would support the existing business of the Target Company As on the date of this DLOO, the Acquirer along with PACs have not declared any intention in the DPS and in this DLOO to alienate any material assets of the Target Company whether by way of sale, lease, encumbrance or otherwise outside the ordinary course of business. The Acquirer along with PACs, where they have acquired control over the Target Company, shall be debarred from causing such alienation for a period of two years after the offer period. However, in the event the Target Company required to so alienate assets despite the intention not having been expressed by the Acquirer along with PACs in the DPS and DLOO, such alienation shall require a special resolution passed by shareholders of the Target Company, by way of a postal ballot and the notice for such postal ballot shall inter alia contain reasons as to why such alienation is necessary in accordance with Regulation 25(2) of Regulations. 4. BACKGROUND OF THE ACQUIRER AND THE PACS 4.1. SURESHBABU MALGE (ACQUIRER) Sureshbabu Malge aged 57 years residing at Sonal Apartment, New Vaibhav Society, 1 st Floor, Opposite Joshi Wada, Charai, Thane (West) , Maharashtra, India, Tel. No.: , Id: sb_malge@yahoo.com. He has completed his Bachelor of Arts (B.A) from Karnataka University and holds the Degree in Graphics Design (G.D.) from Dharwad University in the year He has experience of more than 18 years in Real Estate and Constructions Industry. He is the Managing Director of SBM Realtors Private Limited. He holds directorship in the following companies: Sr. No. Name of the Companies Director Since 1. SBM Realtors Private Limited 27/05/ SBM International Private Limited 05/09/ SBM Developers Private Limited 29/02/ SBM Realty Private Limited 16/08/ SBM Heights Private Limited 31/10/ SBM Supreme Developers Private Limited 08/10/ SBM Real India Constructions Private Limited 12/09/ SBM Mega City Private Limited 06/09/ SBM Aerinautika Private Limited 28/05/ SBM Infosolutions Private Limited 01/04/ Gain Infrastructure Private Limited 08/09/ Nuage Buildcon Private Limited 30/09/ Nutech Buildcon Private Limited 30/09/ Stride Infrastructure Private Limited 30/09/ Pushpanjali Buildwell Private Limited 30/01/ The Western India Tanneries Limited 16/08/2008 9

11 4.2. SUSHILA MALGE ( PAC 1 ) Sushila Malge aged 52 years residing at Sonal Apartment, New Vaibhav Society,1st Floor, Opposite Joshi Wada, Charai, Thane (West) , Maharashtra, India, Tel. No.: , ID: Sushilamalge123@gmail.com. She has completed Secondary School Certificate (S.S.C.) from Pune University in the year She is having experience of more than 18 years in Real Estate and Construction Industry. She holds directorship in the following companies: Sr. No. Name of the Companies Director Since 1. SBM Aerinautika Private Limited 28/05/ SBM Heights Private Limited 31/10/ SBM Mega City Private Limited 06/09/ SBM Realty Private Limited 16/08/ SBM Infosolutions Private Limited 01/04/ SBM Real India Constructions Private Limited 12/09/ SBM Developers Private Limited 29/02/ Gain Infrastructure Private Limited 30/09/ SBM Supreme Developers Private Limited 08/10/ Nuage Buildcon Private Limited 30/09/ SBM Realtors Private Limited 27/05/ Nutech Buildcon Private Limited 30/09/ Stride Infrastructure Private Limited 30/09/ The Western India Tanneries Limited 31/10/ Pushpanjali Buildwell Private Limited 30/01/ SBM International Private Limited 05/09/ SUMIT MALGE ( PAC 2 ) Sumit Malge aged 28 years residing at Sonal Apartment, New Vaibhav Society,1st Floor, Opposite Joshi Wada, Charai, Thane (West) , Maharashtra, India, Tel. No.: , Id: malgesumit@gmail.com. He holds the degree of Bachelor of Commerce (B.Com) from University of Mumbai in year 2010.He is having experience of 7 years in Real Estate and Construction Industry. He holds directorship in the following companies: Sr. No. Name of the Company Director Since 1. The Western India Tanneries Limited 23/01/ Skyline Games Private Limited 06/04/ SBM Prime Developers Private Limited 01/10/ SBM Indian Skyline Private Limited 01/10/ SBM Space Developer Private Limited 01/10/ SBM Universal Constructions Private Limited 01/10/ SBM Indian Shelter Planner Private Limited 01/10/ SBM Indian Build Terraces Private Limited 01/10/ SBM Crown Constructions Private Limited 01/10/ SBM Grand Developer Private Limited 01/10/ SBM Residency Planner Private Limited 01/10/ SONU MALGE ( PAC 3 ) Sonu Malge aged 35 years residing at Sonal Apartment, New Vaibhav Society,1st Floor, Opposite Joshi Wada, Charai, Thane (West) , Maharashtra, India, Tel.No.: , Id: sonumalge@yahoo.com. He has done his Master of Management Studies from University of Mumbai in year He have an overall experience of 11 years in Real Estate and Construction Industry. 10

12 He holds directorship in the following companies: Sr. No. Name of the Company Director Since 1. The Western India Tanneries Limited 23/01/ Skyline Games Private Limited 06/04/ SBM Prime Developers Private Limited 01/10/ SBM Indian Skyline Private Limited 01/10/ SBM Space Developer Private Limited 01/10/ SBM Universal Constructions Private Limited 01/10/ SBM Indian Shelter Planner Private Limited 01/10/ SBM Indian Build Terraces Private Limited 01/10/ SBM Crown Constructions Private Limited 01/10/ SBM Grand Developer Private Limited 01/10/ SBM Residency Planner Private Limited 01/10/ The Acquirer along with PACs does not hold any equity shares of the Target Company as on the date of this Draft Letter of Offer The Acquirer in respect of this Offer are within the meaning of Regulation 2(1)(a) of the SEBI (SAST) Regulations, The PAC in respect of this Open Offer are within the meaning of Regulation 2(1)(q) of SEBI (SAST) Regulations, CA M.J. Kapadia (Membership No ), proprietor of M/s. M.J. Kapadia and Co., Chartered Accountants (FRN No W) having office at E- 21, Sitaram Building, 2nd Floor, Opp. Phule Market, Mumbai Tel. No.: / Fax No.: : has certified and confirmed that the individual Net Worth of the Acquirer and the PACs vide certificate dated January 21, 2017 as below: Sr. No. Name of the Acquirer and PAC Networth (Rs. In Lakhs) Networth as on 1. Sureshbabu Malge Sushila Malge January 21, 3. Sumit Malge Sonu Malge Total The Acquirer along with PACs are not forming part of the present Promoter Group of the Target Company The Acquirer and the PACs belong to the SBM Group As on the date of this DLOO, none of the Acquirer along with PACs are on Board of Directors of any listed company The Acquirer and PACs are Relatives within the meaning of Regulation 2(1) (l) of the SEBI (SAST) Regulations, As on date of this DLOO, there is/are no nominee(s) of the Acquirer along with PACs on the Board of Directors of the Target Company The Acquirer along with PACs undertake that they will not sell the equity shares of the target company during the Offer Period in terms of Regulation 25(4) of the Regulations The Acquirer along with PACs have not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11 of the SEBI Act, 1992, as amended (the SEBI Act ) or any other Regulations made there under The entire equity shares proposed to be acquired under this offer will be acquired by the Acquirer The Acquirer along with PACs did not acquire any Equity Shares of the Target Company during twelve (12) months period prior to Public Announcement made to the Shareholders of the Target Company, except 11

13 for 38,49,780 (Thirty Eight Lakhs Forty Nine Thousand Seven Hundred and Eighty) representing 55.00% of the Emerging Equity Share Capital of the Target Company, proposed to be acquired, pursuant to which the Open Offer was triggered under the SEBI (SAST) Regulations The provision of Chapter II and V of SEBI (SAST) Regulation 1997 and SEBI (SAST) Regulation, 2011 are not applicable to the Acquirer along with PACs as on date of this DLOO. 5. BACKGROUND OF THE TARGET COMPANY (Vora Constructions Limited) 5.1. Vora Constructions Limited was incorporated on April 30, 1985 as VORA CONSTRUCTIONS LIMITED under the provisions of the Companies Act, 1956 with the Registrar of Companies, Maharashtra (hereinafter referred to as VCL or Target Company ) CIN No.: L45200MH1985PLC The Company got its certificate of commencement of business on May 20, The Registered office of the Target Company is situated at 604, Balarama Building, Bandra Kurla Complex, Bandra (East), Mumbai Tel No.: , Fax No.: , voraconstructions@ymail.com, Website: voraconstructions.com The Target Company is registered with Reserve Bank of India ( RBI ) as a Non-Deposit taking Non- Banking Financial Company ( NBFC ) Certificate of Registration bearing Number dated May 26, 1998 and is engaged in the business of investment in shares and securities and providing loans and advances There has been no change in the name of the Target Company during the three years prior to the date of this Draft Letter of Offer As on date of DLOO the authorized share capital of the Target Company is Rs. 2,25,00,000 (Two Crores Twenty Five Lakhs Only) divided into 22,50,000 (Twenty Two Lakhs Fifty Thousand) Equity Share of Rs /- each. However, the Target Company in its Board Meeting held on January 30, 2017 has approved the Increase in Authorized Share Capital from Rs. 2,25,00,000 divided into 22,50,000 Equity Share of Rs /- each to Rs. 9,00,00,000/- divided into 90,00,000 Equity Shares of Rs /- each subject to the approval of shareholders on the Extra Ordinary General Meeting to be held on March 03, The entire issued subscribed & paid up capital of the Target Company are listed on BSE Limited (BSE). The Scrip code at BSE is The scrip ID on BSE is VORACON. The equity shares are currently not suspended from trading on BSE. The equity shares traded on BSE are infrequently traded in terms of Regulation 2(1) (j) of the SEBI (SAST) Regulations. As on the date of this Draft Letter of Offer no punitive action has been initiated against the Target Company by BSE. The entire issued, subscribed and paid up share capital of the Target Company is listed on the BSE As on the date of this DLOO, there are no partly paid-up and no forfeited shares. There are no outstanding convertible instruments in the nature of warrants/fully convertible debentures/partly convertible debentures etc. which are convertible into equity shares at any later date As on the date of this DLOO, the share capital of the Target Company is as given under: Paid-up Equity Shares No. of Shares/Voting % of Shares/Voting Rights Rights Fully Paid-up Equity shares 1 19,99, Partly Paid-up Equity shares Nil Nil Total paid-up Equity shares 19,99, Total Voting Rights in the Target Company 19,99, The Paid up Equity Shares of the Company will be increased to Rs. 6,99,96,000/- divided into 69,99,600 Equity Shares of Rs. 10/- each subject to the Special Resolution to be passed by the Shareholders in the EGM to be held on March 03, 2017 for the Issue of Equity Shares under Preferential Issue. 12

14 5.8. The composition of the Board of Directors of VCL as on the date of DLOO is as follows:- Name of the Director Designation Address Date of Appointment DIN Purushottam Bohra Managing Director 14 Gopuram Society B Wing Ram Mandir Road (South) Goregaon (West), Mumbai , Maharashtra, India 30/09/ Vinod Chopra Director P.N.10 Heavy Industrial Area Jodhpur , Rajasthan, India 28/06/ Parasmal Jain Director 3/14, Rajendra Park, Station Road, Goregaon (W) Mumbai ,Maharashtra, India 28/06/ Madhuri Bohra Director B-14, Gopuram Chs Ltd., Somani Gram, Ram Mandir Road, Goregaon (West), Mumbai , Maharashtra, India 06/03/ There has not been any merger / demerger or spin-off in the Target Company during the past 3 (three) years There were no delays in complying with the applicable provisions under Chapter II and V of the SEBI (SAST) Regulations, 1997 and SEBI (SAST) Regulations, 2011 by the Promoters and the Target Company The key financial information of the Target Company based on the audited financial statements for the financial year ended March 31, 2014, 2015 and 2016 and (Unaudited) financials for the 6 months ended September 30, 2016 are as follows: (Rs. In Lakhs) Profit & Loss Account for the Year/ 30-Sep Mar Mar Mar-14 Period ended (Unaudited) (Audited) (Audited) (Audited) Income from Operations Other Income Total Income Total Expenditure Profit Before Depreciation, Interest and Tax Depreciation Interest Profit/(Loss) Before Tax Provision for Tax Profit/(Loss) for the Year/Period Adjustment for Prior Period Expenses Profit/(Loss) After Tax & Adjustment (Rs. In Lakhs) Balance Sheet as on 30-Sep Mar Mar Mar-14 (Unaudited) (Audited) (Audited) (Audited) Sources of Funds Paid up Share Capital Share Premium Account Reserves and Surplus (Excluding Revaluation Reserve) Miss. Exp not written off

15 Balance Sheet as on 30-Sep Mar Mar Mar-14 (Unaudited) (Audited) (Audited) (Audited) Net Worth Non-Current Liabilities Current Liabilities Total Uses of Funds Fixed Assets Less: Revaluation Reserve Net Fixed Assets Capital Work in Progress Investments Other Non Current Assets Current Assets Total Other Financial Data 30-Sep Mar Mar Mar-14 (Unaudited) (Audited) (Audited) (Audited) Dividend (%) Earnings Per Share (Rs.) Return on Net Worth (%) -3.66% -3.27% % 0.14% Book Value Per Share (Rs.) (The above financials are certified by CA J.P.Chaturvedi (Membership No ), proprietor of M/s. J.P.Chaturvedi & Co, Chartered Accountants, having its Office at 73,Mulji Jetha Building, 3 rd Floor, Princess Street, Mumbai , Tel No: vide his certificate dated 30 January 2017 ) There are no major contingent liabilities as on September 30, Pre and Post-Offer shareholding pattern of the Target Company after the completion of the Offer Formalities (assuming full acceptances) is as per the following table: Shareholders Category (1) Promoter Group* Purushottam Bohra HUF Shareholding & voting rights prior to the agreement / acquisition & offer Shares / voting rights agreed to be acquired which triggered off the Regulations Shares/ voting rights to be acquired in open offer (assuming full acceptances) Shareholding / voting rights after the acquisition and offer (assuming full acceptances) i.e. (A) + (B) + (C) = (D) (A) (B) (C ) (D ) No % No % No % No % % Ashish Bohra % Puroshottam Bohra % Premlata Bohra %

16 Shareholders Category Shareholding & voting rights prior to the agreement / acquisition & offer Shares / voting rights agreed to be acquired which triggered off the Regulations Shares/ voting rights to be acquired in open offer (assuming full acceptances) Shareholding / voting rights after the acquisition and offer (assuming full acceptances) i.e. (A) + (B) + (C) = (D) (A) (B) (C ) (D ) No % No % No % No % Shiv Shanker Bohra % Ravi Shankar Bohara % Total (1) % (2) Acquirer 15

17 6. OFFER PRICE AND FINANCIAL ARRANGEMENTS 6.1. Justification of Offer Price The entire issued, subscribed and paid up equity shares of the Target Company are listed on BSE Ltd. The scrip code on BSE is The scrip ID on BSE is VORACON The trading turnover of the equity shares of the Target Company during Twelve calendar months preceding the month of PA (January December 2016) on BSE is detailed below: Name of the Stock Exchange Total no. of equity shares traded during the 12 calendar months prior to January, 2017 Total no. of equity share listed Traded Turnover (in terms of % to total listed shares) BSE 80,759 19,99, % The equity shares are thus infrequently traded on BSE within the meaning of Regulation 2(1)(j) of the SEBI (SAST) Regulations, The Offer Price of Rs /- (Rupees Fifty Only) per equity share is justified in terms of Regulation 8 of Regulations and the same has been determined after considering the following facts: a) Highest price payable per share for acquisition/subscription under the Preferential Issue b) The volume-weighted average price paid or payable for acquisition(s), whether by the Acquirer or by any person(s) acting in concert, during the fifty-two weeks immediately preceding the date of public announcement; c) The highest price paid or payable for any acquisition, whether by the Acquirer or by any person(s) acting in concert, during the Twentysix weeks immediately preceding the date of the Public announcement: d) The volume-weighted average market price of shares for a period of sixty trading days immediately preceding the date of the public announcement as traded on the stock exchange where the maximum volume of trading in the shares of the target company are recorded during such period e) Other Parameters For financial year ended March 31, 2016 (Audited) Rs /- N.A. N.A. N.A. For Six Months ended on September 30, 2016 (Unaudited But Certified) Profit after Tax (Fig in Lakhs) Net worth (Fig in Lakhs) Book Value Per Share (Rupees) Earnings per Share (EPS) (Rupees) CA A.W. Ketkar (Membership No ), proprietor of A.W. Ketkar & Co., Chartered Accountants, having its Office at 4, Soukhya, Opp. BMC Hospital, V.N. Purav Marg, Chunabhatti, Mumbai , vide certificate dated February 01, 2017 has applied the valuation methodology prescribed by the Honorable Supreme Court of India in the case of Hindustan Lever Employees Union vs. Hindustan Lever Limited, 1995 (83 Com. Case 30). Considering aforesaid valuation methodology, the Value of shares as per Net Assets Method (NAV) comes to Rs /- per equity share, as per Price Earning Capitalization Method is Rs. 0.07/- per equity share and as per Market Value Method is Rs /- per equity share. Thus the fair value of an equity share is Rs /- based on Net Assets Method, Price Earning Capitalization Method & Market Value Method for the year ending March 31,

18 In view of above parameters considered and in the Manager to the Offer confirms that the offer price of Rs /- (Rupees Fifty Only) per equity share is justified in terms of Regulation 8(2) of SEBI (SAST) Regulations, No adjustment has been carried out in the Offer Price as there were no corporate actions as on date of this DLOO The Acquirer along with PACs shall disclose during the tendering period every acquisition made by him of any equity share of the Target Company to the stock exchange and to the Target Company at its registered office within twenty-four hours of such acquisition in accordance with Regulation 18(6) of Regulations Irrespective of whether a competing offer has been made, the Acquirer along with PACS may make upward revision(s) to the offer price, and subject to the other provisions of these regulations, to the number of shares sought to be acquired under the open offer, at any time prior to the commencement of the last three working days of opening of the tendering period i.e. up to March 17, If the Acquirer along with PACs acquire or agree to acquire any shares or voting rights in the Target Company during the Offer Period, whether by subscription or purchase, at a price higher than the Offer Price, the Offer Price shall stand revised to the highest price paid or payable for any such acquisition in terms of Regulation 8(8) of Regulations. Provided that no such acquisition shall be made after the third working day prior to the commencement of the tendering period and until the expiry of the tendering period. In case of revision in the Offer price and/or no. of shares sought to be acquired under Open Offer, shareholders would be notified If the Acquirer along with PACs acquire equity shares of the Target Company during the period of twenty-six weeks after the tendering period at a price higher than the Offer Price, then the Acquirer along with PACs shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose shares have been accepted in Offer within sixty days from the date of such acquisition in terms of Regulation 8(10) of Regulations. However, no such difference shall be paid in the event that such acquisition is made under an Open Offer under the SEBI (SAST) Regulations, 2011 or pursuant to SEBI (Delisting of Equity Shares) Regulations, 2009 or open market purchases made in the ordinary course on the stock exchange and not being negotiated acquisition of shares of the Target Company in any form In the event that the number of Equity Shares validly tendered by the Public Shareholders of the Target Company under the Offer is higher than the Offer Size, the Equity Shares received from the public shareholders shall be accepted on a proportionate basis, in consultation with the Manager to the Offer As on date, there is no revision in Open Offer Price or Open Offer Size. In case of any revision in the Open Offer Price or Open Offer Size, the Acquirer and the PACs are permitted to revise the Offer Price upward at any time up to three (3) working days prior to the commencement of the Tendering Period in accordance with Regulation 18(4) of Regulations. If there is any such upward revision in the Offer Price by the Acquirer and the PACs or in the case of withdrawal of Offer, the same would be informed by way of Corrigendum in the same newspaper where the original Detailed Public Statement has appeared. Such revision in the Offer Price would be payable by the Acquirer and the PACs for all the shares validly tendered in the Offer Financial Arrangements Assuming full acceptance, the total requirement of funds for the Open Offer would be Rs. 9,09,94,800/- (Rupees Nine Crores Nine Lakhs Ninety Four Thousand and Eight Hundred Only). The Acquirer along with PACs have already made firm arrangements for the financial resources required to implement the Open Offer in full In accordance with Regulation 17 of the Regulations, the Acquirer along with PACs have opened an Escrow Account under the name and title of VCL OPEN OFFER ESCROW ACCOUNT with IndusInd Bank Ltd Mumbai ( Escrow Bank ) and made a deposit of Rs. 2,30,00,000 (Rupees Two Crores Thirty Lakhs Only) being more than 25.00% of the total consideration payable in accordance with the SEBI (SAST) Regulations, In terms of Escrow Agreement between the Acquirer the Manager to the Offer and the Escrow Bank ( Escrow Agreement ), Manager to the Offer have been solely authorized to operate and to realize the value lying in the Escrow Account in terms of the SEBI (SAST) Regulations,