Delta Industrial Resources : Open Offer

DRAFT LETTER OF OFFER

'This document is important and requires your immediate attention'

The Letter of Offer will be sent to you as a Public Shareholder of Delta Industrial Resources Limited. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager or the Registrar. In case you have recently sold your Equity Shares, please hand over the Letter of Offer and the accompanying form of acceptance-cum-acknowledgement and transfer deed to the member of the stock exchange through whom the said sale was effected.

OPEN OFFER BY

	Name		Acquirer		Address		Contact Details			Email Address
	Mr. Gaurav Goel		Acquirer 1		173, New Rajdhani Enclave, Sneh International	School,	[phone]			[e-mail]
			Vikas Marg, East Delhi, Delhi - 110092, India
	Mr. Rakesh Kumar Goel		Acquirer 2		173, New Rajdhani Enclave, Sneh International	School,	[phone]			[e-mail]
			Vikas Marg, East Delhi, Delhi - 110092, India
	Mr. Saurabh Goel		Acquirer 3		173, New Rajdhani Enclave, Sneh International	School,	[phone]			[e-mail]
			Vikas Marg, East Delhi, Delhi - 110092, India
					Flat No 162, Engineers Estate Plot No 21, I. P Extension
	Mr. Harsh Gupta		Acquirer 4		Patparganj, Shankarpur, Baramud, East Delhi, Delhi -	[phone]			[e-mail]
					110092, India
					There is no person acting in concert for this Offer.

OPEN OFFER FOR ACQUISITION OF UP TO 14,02,180 (FOURTEEN LAKHS TWO THOUSAND ONE HUNDRED AND EIGHTY) EQUITY SHARES, REPRESENTING 26.00% (TWENTY-SIX PERCENT) OF THE VOTING SHARE CAPITAL OF DELTA INDUSTRIAL RESOURCES LIMITED, AT AN OFFER PRICE OF ₹9.20/- (NINE RUPEES AND TWENTY PAISE ONLY), PAYABLE IN CASH, MADE BY MR. GAURAV GOEL (ACQUIRER 1), MR. RAKESH KUMAR GOEL (ACQUIRER 2), MR. SAURABH GOEL (ACQUIRER 3), AND MR. HARSH GUPTA (ACQUIRER 4), (HEREINAFTER COLLECTIVELY REFERRED TO AS THE ACQUIRERS), IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS 3 (1) AND 4, AND SUCH OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDMENTS THERETO, FROM THE PUBLIC SHAREHOLDERS OF

DELTA INDUSTRIAL RESOURCES LIMITED

A public limited company incorporated under the provisions of the Companies Act, 1956

Corporate Identification Number: L52110DL1984PLC019625;

Registered Office: Shop No. 325, 3rd Floor, Aggarwal Plaza, Sector - 14, Rohini, North East, New Delhi - 110085, India;

Contact Number: [phone];E-mail Address: [e-mail]; Website: www.dirl.in;

1. This Offer is being made by the Acquirers, in pursuance of the provisions of Regulations 3 (1) and 4 of the SEBI (SAST) Regulations, for substantial acquisition of Equity Shares and Voting Share capital accompanied with change in control and management of the Target Company.
2. As on the date of this Draft Letter of Offer, to the best knowledge of the Acquirers, there are no statutory approval(s) required to acquire Equity Shares that are validly tendered pursuant to this Offer. However, if any other statutory or governmental approval(s) are required or become applicable later before closure of the Tendering Period, this Offer shall be subject to such statutory approvals and the Acquirers shall make the necessary applications for such statutory approvals and this Offer would also be subject to such other statutory or other governmental approval(s). Where any statutory or other approval extends to some but not all the Public Shareholders, the Acquirers shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required to complete this Offer.
3. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the number of Offer Shares, the Acquirers shall accept those Equity Shares validly tendered by the Public Shareholders on a proportionate basis in consultation with the Manager, ensuring that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots, provided that the acquisition of Equity Shares from a Public Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot. The marketable lot for the Equity Shares for the purpose of this Offer shall be 1 (One) only.
4. The Offer Price and/ or the Offer Size may be subject to upward revision, if any, pursuant to the provisions of Regulation 18 (4) of the SEBI (SAST) Regulations, at any time prior to commencement of the last 1 (One) Working Day prior to the Tendering Period i.e., Monday, July 04, 2022, and the same would also be informed by way of a public announcement in the Newspapers. Where the Acquirers have acquired any Equity Shares during the Offer Period at a price higher than the Offer Price, the Offer Price shall stand revised to the highest price paid for such acquisition in accordance with the provisions of Regulation 8(8) of the SEBI (SAST) Regulations. However, the Acquirers shall not acquire any Equity Shares after the 3rd (Third) Working Day prior to the commencement of the Tendering Period, and until the expiry of the Tendering Period. In the event of such revision, the Acquirers shall: (i) make corresponding increase to the Escrow Amount; (ii) make a public announcement in the same newspapers in which the Detailed Public Statement was published; and (iii) simultaneously with the issue of such public announcement, inform SEBI, BSE, MSEI and the Target Company at its registered office of such revision. Such revised Offer Price shall be payable by the Acquirers for all the Offer Shares validly tendered during the Tendering Period of this Offer.
5. The Acquirers may withdraw the Offer in accordance with the terms and conditions specified in 7.6.3 on page 27 of this Draft Letter of Offer. If the Offer is withdrawn, the Acquirers through the Manager, shall within 2 (Two) Working Days by an announcement in the Newspapers, in accordance with the provisions of Regulation 23
   (2) of the SEBI (SAST) Regulations and such announcement shall be sent to SEBI, BSE, MSEI, and the Target Company at its registered office.
6. This Offer is not subject to a minimum level of acceptance and is not a conditional offer under Regulation 19 of the SEBI (SAST) Regulations.
7. This is not a competitive offer in accordance with the provisions of Regulation 20 of the SEBI (SAST) Regulations, and there has been no competing offer as on date of this Draft Letter of Offer. If there is a competitive offer, then the Offer under all subsisting bids shall open and close on the same date.
8. Public Shareholders, who have accepted this Offer by tendering the requisite documents in terms of the Offer Documents, shall not be entitled to withdraw such acceptance during the Tendering Period.
9. The procedure for acceptance is set out in Paragraph 8 titled as 'Procedure for Acceptance and Settlement of the Offer' at page 28 of this Draft Letter of Offer.
10. The Offer Documents would also be available on SEBI's website accessible atwww.sebi.gov.in,BSE's website accessible at www.bseindia.com, Manager's website

accessible at www.capitalsquare.in, and Registrar's website accessible at www.skylinerta.com

For capitalized terms, refer to the Paragraph titled 'Definitions and Abbreviations' beginning on page 7 of this Draft Letter of Offer.

All future correspondences should be addressed to the Manager/ Registrar at the address mentioned below:

MANAGER TO THE OFFER	REGISTRAR TO THE OFFER
CAPITALSQUARE ADVISORS PRIVATE LIMITED	SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
205-209, 2nd Floor, AARPEE Center, MIDC Road No 11, CTS 70, Andheri (East), Mumbai -	D - 153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi -
400093, Maharashtra, India	110020, Delhi, India.
Telephone Number: [phone]/ 145/ 138	Telephone Number: [phone]
EmailAddress:[e-mail]/[e-mail];	E-mailAddress: [e-mail]
Website:www.capitalsquare.in	Website: www.skylinerta.com
Contact Person: Mr. Tanmoy Banerjee/Ms. Pankita Patel	Contact Person: Ms. Rati Gupta
SEBI Registration Number: INM000012219	SEBI Registration Number: INR000003241
Validity: Permanent	Validity: Permanent
Corporate Identification Number: U65999MH2008PTC187863	Corporate Identification Number: U74899DL1995PTC071324
OFFER OPENING DATE	OFFER CLOSING DATE
Tuesday, July 5, 2022	Monday, July 18, 2022

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TENTATIVE SCHEDULE OF THE MAJOR ACTIVITIES RELATING TO THIS OFFER

	Tentative Schedule of Activities		Day and Date
	Issue date of the Public Announcement		Wednesday, May 18, 2022
	Publication date of the Detailed Public Statement in the Newspapers		Tuesday, May 24, 2022
	Date of filing of the Draft Letter of Offer with SEBI		Friday, May 27, 2022
	Last date for public announcement for a competing offer(s)#		Monday, June 13, 2022
	Last date for receipt of comments from SEBI on the Draft Letter of
	Offer will be received (in the event SEBI has not sought clarification		Friday, June 17, 2022
	or additional information from the Manager)
	Identified Date*		Tuesday, June 21, 2022
	Last date for dispatch of the Letter of Offer to the Public
	Shareholders of the Target Company whose names appear on the		Tuesday, June 28, 2022
	register of members on the Identified Date
	Last date of publication in the Newspapers of recommendations of
	the independent directors committee of the Target Company for this		Friday, July 01, 2022
	Offer
	Last date for upward revision of the Offer Price and / or the Offer		Monday, July 04, 2022
	Size
	Last date of publication of opening of Offer public announcement		Monday, July 04, 2022
	in the Newspapers
	Date of commencement of Tendering Period		Tuesday, July 5, 2022
	Date of closing of Tendering Period		Monday, July 18, 2022
	Last date of communicating the rejection/ acceptance and
	completion of payment of consideration or refund of Equity Shares		Monday, August 01, 2022
	to the Public Shareholders
Note:

The above timelines are indicative (prepared based on the timelines provided under the SEBI (SAST) Regulations) and are subject to receipt of requisite approvals from various statutory/ regulatory authorities and may have to be revised accordingly. To clarify, the actions set out above may be completed prior to their corresponding dates subject to compliance with the SEBI (SAST) Regulations.

#There has been no competing offer as of the date of this Draft Letter of Offer.

*Identified Date is only for the purpose of determining the names of the Public Shareholders to whom the Letter of Offer would be sent. All the public shareholders (registered or unregistered) of the Equity Shares (except the Acquirers and the parties to the Share Purchase Agreement) are eligible to participate in this Offer any time before the closure of this Offer.

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RISK FACTORS

The risk factors set forth below are limited to this Offer, the Underlying Transaction, and the Acquirers, and are not in relation to the present or future business operations of the Target Company or other related matters. These are neither exhaustive nor intended to constitute a complete analysis of all the risks involved in the participation by Public Shareholders in this Offer, or in association with the Acquirers, but are merely indicative in nature. Public Shareholders are advised to consult their stockbrokers, investment consultants and/or tax advisors, for understanding and analyzing all risks associated with respect to their participation in this Offer.

For capitalized terms used hereinafter, please refer to the 'Definitions' set out below.

1. Risks relating to Underlying Transaction

1. The consummation of the Underlying Transaction is subject to various conditions as specified under the Share Purchase Agreement, including:

1. Receipt of all statutory approvals as set out in Paragraph 7.6 titled as 'Statutory Approvals and conditions of the Offer' at page 27 of this Draft Letter of Offer and those which become applicable prior to the completion of this Offer;
2. The satisfaction or waiver of the various conditions under the Share Purchase Agreement, including those conditions set out in Paragraph 3.1.9 at page 13 of this Draft Letter of Offer, and if these conditions are not satisfied or waived and subsequently terminated in accordance with the terms of the Share Purchase Agreement, then the Underlying Transaction may be terminated.

2. The Underlying Transaction is subject to completion risks as would be applicable to similar transactions.

1. Risks relating to this Offer

1. This Offer is a mandatory open offer to acquire up to 14,02,180 (Fourteen Lakhs Two Thousand One Hundred and Eighty) Equity Shares, representing 26.00% (Twenty-Six Percent) of Voting Share Capital of the Target Company from the Public Shareholders. If the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the Offer Size, then the Offer Shares validly tendered by the Public Shareholders will be accepted on a proportionate basis, subject to acquisition of a maximum of 14,02,180 (Fourteen Lakhs Two Thousand One Hundred and Eighty) Equity Shares, representing 26.00% (Twenty-Six Percent) of Voting Share Capital of the Target Company. Accordingly, there is no assurance that all the Equity Shares tendered by the Public Shareholders in this Offer will be accepted. The unaccepted Equity Shares will be returned to the Public Shareholders in accordance with the schedule of activities for this Offer.
2. In the event that either:

1. satisfaction of certain conditions precedent, are not obtained, granted, or satisfied, or are delayed, as applicable, or
2. there is any litigation leading to stay/ injunction on this Offer, or
3. there is any litigation that restricts/ restraints the Acquirers from performing their obligations hereunder, or
4. SEBI instructs the Acquirers not to proceed with this Offer,
   then the Offer process may be delayed beyond the Schedule of Activities indicated in this Draft Letter of Offer or may be withdrawn in terms of Regulation 23 of the SEBI (SAST) Regulations.
   In case any statutory approval or other governmental approval that may be required by the Acquirers, is not received in time, SEBI may, if satisfied, grant an extension of time to the Acquirers for making payment of the consideration to the Public Shareholders whose Offer Shares have been accepted in this Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest, if any, in accordance with the SEBI (SAST) Regulations. In addition, where any statutory approval extends to some but not all 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 to complete this Offer. Consequently, payment of consideration to the Public Shareholders of the Target Company whose Equity Shares have been accepted in this Offer as well as the return of the Equity Shares not accepted by the Acquirers may be delayed.

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1. As on the date of this Draft Letter of Offer, to the best of knowledge and belief of the Acquirers, there are no statutory approvals required to acquire the Equity Shares that are validly tendered pursuant to this Offer or to complete this Offer, for further details kindly refer to Paragraph 7.6 titled as 'Statutory Approvals and conditions of the Offer' at page 27 of this Draft Letter of Offer. However, if any other statutory approvals are required or become applicable later before closure of the Tendering Period, then this Offer would be subject to the receipt of such other statutory approvals that may become applicable later, and the Acquirers shall make the necessary applications for such statutory approvals and this Offer would also be subject to such other statutory or other governmental approval(s).
2. In case of delay in receipt of statutory approvals that may be required by the Acquirers at a later date, in accordance with the provisions of Regulations 18 (11) and 18 (11A) of the SEBI (SAST) Regulations, then SEBI may, if satisfied that the non-receipt of approvals was not attributable to any wilful default, negligence, or failure on the part of the Acquirers to diligently pursue such approvals, grant an extension for the purpose of completion of this Offer, subject to the Acquirers agreeing to pay interest to the Public Shareholders for the delay beyond the 10th (Tenth) Working Day from the date of closure of the Tendering Period, subject to such terms and conditions as may be specified by SEBI.
3. The acquisition of Equity Shares under this Offer from all Public Shareholders (resident and non-resident) is subject to all approvals required to be obtained by such Public Shareholders in relation to this Offer and the transfer of Equity Shares held by them to the Acquirers. Further, if the Public Shareholders who are not persons resident in India require or had required any approvals in respect of the transfer of Equity Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Equity Shares, to tender their Equity Shares held by them pursuant to this Offer, along with the other documents required to be tendered to accept this Offer. In the event such prior approvals are not submitted, the Acquirers reserve their right to reject such Equity Shares tendered in this Offer. If the Equity Shares are held under general permission of the RBI, the non-resident Public Shareholder should state that the Equity Shares are held under general permission and clarify whether the Equity Shares are held on repatriable basis or non- repatriable basis.
4. Public Shareholders should note that the Equity Shares tendered by them and accepted in this Offer shall not be entitled to be withdrawn post-acceptance of such Equity Shares during the Tendering Period, even if the acceptance of such Equity Shares under this Offer and the payment of consideration gets delayed. The tendered Equity Shares and documents would be held by the Registrar, till such time as the process of acceptance of tenders and the payment of consideration is completed. The Public Shareholders will not be able to trade in such Equity Shares which have been tendered in this Offer. During such period, there may be fluctuations in the market price of the Equity Shares. Neither the Acquirers nor the Manager makes any assurance with respect to the market price of the Equity Shares, both during the Tendering Period and upon completion of this Offer and disclaim any responsibility with respect to any decision taken by the Public Shareholders with respect to whether to participate in this Offer. The Public Shareholders will be solely responsible for their decisions regarding their participation in this Offer.
5. This Draft Letter of Offer has not been filed, registered, or approved in any jurisdiction outside India. Recipients of this Draft Letter of Offer, resident in jurisdictions outside India should inform themselves of and comply with all applicable legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the Acquirers or the Manager to any new or additional registration requirements. This is not an offer for sale, or a solicitation of an offer to buy in, any foreign jurisdictions covered under the Sub-Paragraph titled 'General Disclaimer' under Paragraph 2 titled as 'Disclaimer Clause' on page 11 of this Draft Letter of Offer and cannot be accepted by any means or instrumentality from within any such foreign jurisdictions.
6. The information contained in this Draft Letter of Offer is as of the date of this Draft Letter of Offer unless expressly stated otherwise. The Acquirers and the Manager are under no obligation to update the information contained herein at any time after the date of this Draft Letter of Offer.
7. Public Shareholders are advised to consult their respective stockbroker, legal, financial, investment or other advisors and consultants of their choice, if any, for assessing further risks with respect to their participation in this Offer, and related transfer of Equity Shares to the Acquirers. Public Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirers and the Manager do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Draft Letter of Offer.

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10. In relation to this Offer, the Acquirers and the Manager accept responsibility only for the statements made by them in the Offer Documents issued by or at the instance of the Acquirers, or the Manager in relation to this Offer (other than information pertaining to the:

1. Target Company which been obtained from publicly available sources or provided by the Target Company;
2. Promoters who have been obtained from the Promoters.
   Anyone placing reliance on any sources of information (other than as mentioned in this paragraph) would be doing so at his/her/its own risk.
3. Neither the Acquirers, the Manager, or the Registrar, accept any responsibility for any loss of documents during transit (including but not limited to the Offer acceptance forms, etc.), and Public Shareholders are advised to adequately safeguard their interest in this regard.

1. Risks involved in associating with the Acquirers

1. The Acquirers intend to acquire up to 14,02,180 (Fourteen Lakhs Two Thousand One Hundred and Eighty) Equity Shares, representing 26.00% (Twenty-Six Percent) of the Voting Share Capital of the Target Company, at an offer price of ₹9.20/- (Nine Rupees and Twenty Paise Only) per Equity Share, payable in cash, under the SEBI (SAST) Regulations. The Target Company does not have any partly paid-up Equity Shares as on the date of this Draft Letter of Offer. Post this Offer, the Acquirers will have significant equity ownership and effective management control over the Target Company, pursuant to the provisions of Regulations 3 (1) and 4 of the SEBI (SAST) Regulations.
2. The Acquirers make no assurance with respect to the market price of the Equity Shares during the Offer Period and upon the completion of this Offer and disclaims any responsibilities with respect to any decision by the Public Shareholders on whether to participate in this Offer.
3. The Acquirers make no assurance with respect to the financial performance of the Target Company or the continuance of past trends in the financial performance of the Target Company nor do they make any assurance with respect to the market price of the Equity Shares before, during or after this Offer.
4. The Acquirers and the Manager, accept no responsibility for the statements made otherwise than in the Offer Documents or in the advertisement or any materials issued by or at the instance of the Acquirers and the Manager, and any person placing reliance on any other source of information would be doing so at its own risk.

CURRENCY OF PRESENTATION

In this Draft Letter of Offer,

1. All references to '₹', 'Rs.', 'Rupees', 'Re', 'Rupee' are references to the official currency of India.
2. Any discrepancy in any table between the total and sums of the amounts listed are due to rounding off and/ or regrouping.

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