Adcon Capital Services : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

November 25, 2022

For Eligible Equity Shareholders only

ADCON CAPITAL SERVICES LIMITED

Corporate Identification Number: L67120MP1994PLC008511

Our Company was originally incorporated as "Adcon Capital Services Limited" on July 28, 1994 under the Companies Act, 1956, vide Certification of Incorporation bearing registration number 10-08511 of 1994 issued by the Registrar of Companies, Madhya Pradesh. We received Certificate of Commencement of Business dated October 13, 1994 issued by the Registrar of Companies, Madhya Pradesh.

Registered Office: 417, Chetak Centre NX, Near Hotel Shreemaya, R.N.T. Marg, Indore - 452001, Madhya Pradesh, India.

Corporate Office and Office Address where books of account and papers are maintained: 47A, Kali Krishna Tagore Street, Ground Floor, Police

Station Posta, Municipal Corporation, Ward No.22, Kolkata - 700007, West Bengal, India.

Tel: [phone]; Website: www.adconcap.com; E-mail: [e-mail]

Contact Person: Santosh Pandey, Company Secretary and Compliance Officer

PROMOTER OF OUR COMPANY: OUR COMPANY IS A PROFESSIONALLY MAMAGED COMPANY AND DOES NOT

HAVE AN IDENTIFIABLE PROMOTER

FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY

WILFUL DEFAULTER OR A FRAUDULENT BORROWER

Neither our Company nor any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrower.

ISSUE OF UP TO 29,59,25,000 PARTLY PAID-UP EQUITY SHARES WITH A FACE VALUE OF ` 1/- EACH ("RIGHTS EQUITY SHARES")

FOR CASH AT A PRICE OF `1/- PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF `NIL PER RIGHTS EQUITY SHARE) FOR AN AMOUNT AGGREGATING UPTO `2959.25# LAKHS ON RIGHTS BASIS IN THE RATIO OF 25 RIGHTS EQUITY SHARES FOR EVERY 3 FULLY PAID UP EQUITY SHARES) HELD BY THE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. DECEMBER 2,2022. THE ISSUE PRICE IS 1(ONE) TIME OF THE FACE VALUE OF THE EQUITY SHARES.

#Assuming full subscription and receipt of all Call Monies with respect to the Rights Equity Shares

PAYMENT METHOD FOR RIGHTS ISSUE

Amount payable per Rights Equity Share	Face Value (`)	Premium (`)	Total (`)
On Application	0.90	Nil	0.90
One or more subsequent call(s) as determined by our Board at its sole discretion, from time to time	0.10	Nil	0.10
Total	1.00	Nil	1.00

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and Investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For making an investment decision, Investors must rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares have neither been recommended nor approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the Investors is invited to the section "Risk Factors" on page 18 before makingan investment in the Issue.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentionsmisleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed on the BSE Limited ("BSE") the ("Stock Exchange"). Our Company has received "in-principle" approvals from BSE for listing the Rights Equity Shares through their letter dated November 16, 2022. For the purposes of the Issue, the Designated

Stock Exchange is BSE.

LEAD MANAGER TO THE ISSUE	REGISTAR TO THE ISSUE
INVENTURE MERCHANT BANKER SERVICES PRIVATE LIMITED	PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
2nd Floor, Viraj Tower, Nr. Andheri Flyover (North End),	9, Shiv Shakti Industrial Estate, J. R. Boricha Marg,
Western Express Highway, Andheri (East),	Opp. Kasturba Hospital Lane, Lower Parel (E),
Mumbai - 400 069, Maharashtra, India.	Mumbai - 400011, Maharashtra, India
Tel No: [phone]	Tel No.: [phone] / 8261
Email: [e-mail]	Email: [e-mail]
Investor Grievance Email: [e-mail]	Investor Grievance Email: [e-mail]
Website: www.inventuremerchantbanker.com	Website: www.purvashare.com
SEBI Registration No: INM000012003	SEBI Registration No: INR000001112
Contact Person: Arvind Gala	Contact Person: Deepali Dhuri, Compliance Officer

ISSUE PROGRAMME

ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON#
DECEMBER 9, 2022	DECEMBER 16, 2022	DECEMBER 23, 2022

• Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
  # Our Board will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

Adcon Capital Services Limited-Letterof Offer

[This page is intentionally left blank]

2

Adcon Capital Services Limited-Letterof Offer
INDEX
INDEX .................................................................................................................................................................................	3
SECTION I - GENERAL ..................................................................................................................................................	4
DEFINITIONS AND ABBREVIATIONS.......................................................................................................................	4
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY
OF PRESENTATION.....................................................................................................................................................	14
FORWARD-LOOKING STATEMENTS ......................................................................................................................	15
SECTION II - SUMMARY OF THE OFFER DOCUMENT.......................................................................................	16
SECTION III - RISK FACTORS....................................................................................................................................	18
SECTION IV - INTRODUCTION .................................................................................................................................	25
THE ISSUE ....................................................................................................................................................................	25
SUMMARY FINANCIAL INFORMATION.................................................................................................................	26
GENERAL INFORMATION.........................................................................................................................................	29
CAPITAL STRUCTURE ...............................................................................................................................................	33
OBJECTS OF THE ISSUE.............................................................................................................................................	35
STATEMENT OF TAX BENEFITS..............................................................................................................................	39
SECTION IV: ABOUT THE COMPANY .....................................................................................................................	40
INDUSTRY OVERVIEW ..............................................................................................................................................	40
OUR BUSINESS ............................................................................................................................................................	44
OUR MANAGEMENT ..................................................................................................................................................	48
OUR PROMOTER .........................................................................................................................................................	56
DIVIDEND POLICY .....................................................................................................................................................	57
SECTION V - FINANCIAL INFORMATION .............................................................................................................	58
FINANCIAL STATEMENTS ........................................................................................................................................	58
RESTATED FINANCIAL STATEMENTS...................................................................................................................	64
STOCK MARKET DATA FOR EQUITY SHARES...................................................................................................	112
MATERIAL DEVELOPMENTS .................................................................................................................................	114
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................................	115
SECTION VI - LEGAL AND OTHER INFORMATION..........................................................................................	123
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................................	123
GOVERNMENT AND OTHER APPROVALS ..........................................................................................................	126
OTHER REGULATORY AND STATUTORY DISCLOSURES ...............................................................................	127
SECTION VII - ISSUE RELATED INFORMATION ...............................................................................................	131
TERMS OF THE ISSUE ..............................................................................................................................................	131
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................	157
SECTION IX - OTHER INFORMATION ..................................................................................................................	159
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .....................................................................	159
DECLARATION ..........................................................................................................................................................	160

3

Adcon Capital Services Limited-Letterof Offer

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.

Company Related Terms

	Term		Description
	"Adcon Capital Services		Unless the context otherwise requires, refers to Adcon Capital Services Limited, a
	Limited", "Adcon" or		Company incorporated under the Companies Act, 1956 and having its registered office at
	"our Company" or "the		417, Chetak Centre NX, Near Hotel Shreemaya, R.N.T. Marg, Indore - 452001, Madhya
	Issuer'		Pradesh, India.
	"we", "us", or "our"		Unless the context otherwise indicates or implies, our Company.
	Annual Financial		The audited financial statements of the Company as at and for the financial years ended
	Statements		March 31, 2022, March 31, 2021 and March 31, 2020, which comprises the balance sheet
			as at March 31, 2022, March 31, 2021 and March 31, 2020, respectively, and the statement
			of profit and loss, including other comprehensive income, the statement of cash flows and
			the statement of changes in equity for the year then ended, and notes to the consolidated
			financial statements, including a summary of significant accounting policies and other
			explanatory information.
	AOA/Articles / Articles of		Unless the context otherwise requires, refers to the Articles of Association of our Company,
	Association		as amended from time to time.
	Board/ Board of Directors		The Board of Directors of our Company, including all duly constituted Committees thereof.
	/ Our Board
	Director(s)		Director(s) on the Board of our Company, as appointed from time to time, unless otherwise
			specified.
	Equity Shareholders		The holders of the Equity Shares.
	Equity Shares/Shares		The equity shares of our Company of a face value of `1.00 each unless otherwise specified
			in the context thereof.
	Financial Statements		Restated Financial Statements for FY 2022, FY 2021 and FY 2020 and Interim Audited
			Financial Statements for 6 months period ended September 30, 2022.
	Limited Review		Limited Reviewed Financial Results for the 6 months period ended September 30, 2022
	Independent Directors		Independent Directors on our Board, and eligible to be appointed as independent directors
			under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. For
			details of the Independent Directors, see "Our Management" beginning on page 48.
	Promoter Group		Our Company is a professionally managed company and does not have an identifiable
			promoter group.
	Promoter		Our Company is a professionally managed company and does not have an identifiable
			promoter.
	Registered Office		The registered office of our Company situated 417, Chetak Centre NX, Near Hotel
			Shreemaya, R.N.T. Marg, Indore - 452001, Madhya Pradesh, India.
	Registrar of Companies /		Registrar of Companies, Madhya Pradesh, Gwalior
	RoC
	Statutory Auditor		The Statutory Auditor of our Company, being M/s. Maheshwari & Co., Chartered
			Accountants.

4

Adcon Capital Services Limited-Letterof Offer

Issue Related Terms

	Term			Description
	Abridged Letter of Offer /		Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to the
	ALOF			Issue in accordance with the provisions of the SEBI ICDR Regulations and the Companies
				Act
	Additional Rights Equity		The Rights Equity Shares applied or allotted under this Issue in addition to the Rights
	Shares			Entitlement.
	Allot / Allotment /Allotted		Allotment of Rights Equity Shares pursuant to the Issue
	Allotment Account			The account opened with the Banker(s) to the Issue, into which the Application Money lying
				to the credit of the escrow account(s) and amounts blocked by Application Supported by
				Blocked Amount in the ASBA Account, with respect to successful Applicants will be
				transferred on the Transfer Date in accordance with Section 40(3) of the Companies Act
	Allotment Account Bank		Banks which are clearing members and registered with SEBI as bankers to an issue and with
				whom the Allotment Accounts will be opened, in this case being, Axis Bank Limited
	Allotment Advice			Note, advice or intimation of Allotment sent to each successful Applicant who has been or
				is to be Allotted the Rights Equity Shares pursuant to the Issue.
	Allotment Date			Date on which the Allotment is made pursuant to the Issue
	Allottee(s)			Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment
	Applicant(s) / Investor(s)		Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an application
				for the Rights Equity Shares pursuant to the Issue in terms of the Letter of Offer, including
				an ASBA Investor
	Application			Application made through (i) submission of the Application Form or plain paper Application
				to the Designated Branch of the SCSBs or online/ electronic application through the website
				of the SCSBs (if made available by such SCSBs) under the ASBA process.
	Application Form			Unless the context otherwise requires, an application form (including online application
				form available for submission of application though the website of the SCSBs (if made
				available by such SCSBs) under the ASBA process) used by an Applicant to make an
				application for the Allotment of Rights Equity Shares in this Issue.
	Application Money			Aggregate amount payable in respect of the Rights Equity Shares applied for in the Issue at
				the Issue Price
	Application Supported by		Application (whether physical or electronic) used by an ASBA Investor to make an
	Blocked Amount / ASBA		application authorizing the SCSB to block the Application Money in an ASBA account
				maintained with the SCSB
	ASBA Account			An account maintained with SCSBs and as specified in the Application Form or plain paper
				Application, as the case may be, by the Applicant for blocking the amount mentioned in the
				Application Form or in the plain paper Application
	ASBA Applicant(s) /		Eligible Equity Shareholders who make an application to subscribe to the Issue through
	ASBA			ASBA process.
	Investor
	Bankers to the Issue/			Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in this case
	Public Issue Bank			being Axis Bank Limited.
	Banker to the Issue			Agreement to be entered into by and among our Company, the Registrar to the Issue, the
	Agreement			Lead Manager and the Banker(s) to the Issue for collection of the Application Money from
				Applicants/Investors, transfer of funds to the Allotment Account and where applicable,
				refunds of the amounts collected from Applicants/Investors, on the terms and conditions
				thereof
	Controlling Branches /		Such branches of the SCSBs which coordinate with the Lead Managers, the Registrar to the
	Controlling Branches of		Issue and the Stock Exchanges, a list of which is available on SEBI updated from time to
	the SCSBs			time, or at such other website(s) as may be prescribed by the SEBI from time to time.
	Demographic Details		Details of Investors including the Investor's address, PAN, DP ID, Client ID, bank account
				details and occupation, where applicable.
	Designated Branches		Such branches of the SCSBs which shall collect the Applications, as the case may be, used
				by the ASBA Investors and a list of which is available on the website of SEBI and/or such
				other website(s) as may be prescribed by the SEBI from time to time
	Designated	Stock		BSE Limited
	Exchange
	Draft Letter of Offer			The Draft letter of offer dated September 27, 2022 filed with BSE Limited in accordance
				with the SEBI ICDR Regulations

5