Rushil Decor : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: April 8, 2023

For Eligible Shareholders only

RUSHIL DECOR LIMITED

Rushil Decor Limited ("Company" or "Issuer") was originally incorporated as 'Rushil Decor Private Limited' on May 24, 1993 as a private limited company under the Companies Act, 1956 with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli ("RoC"). Pursuant to a special resolution of our Shareholders passed in an extra-ordinary general meeting dated November 19, 2007 our Company was converted into a public limited company and subsequently, the name of our Company was changed to 'Rushil Decor Limited' and a fresh certificate of incorporation dated December 04, 2007 consequent to the conversion was issued to our Company by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli. The registered office of our Company was originally situated at A-701, Fair Deal House, Near Swastik Char Rasta, Navrangpura, Ahmedabad - 380 009, Gujarat, India. Thereafter, the registered office of our Company was changed to 1, Krinkal Apartment, Opposite: Mahalaxmi Temple, Near Mahalaxmi Char Rasta, Paldi, Ahmedabad - 380 007, Gujarat, India on February 12, 1998 and subsequently to S. No. 125, Near Kalyanpura Patia, Gandhinagar - Mansa Road, Village Itla, Tal: Kalol, District: Gandhinagar - 382 845, Gujarat, India on August 20, 2007.

Registered Office: S. No. 125, Near Kalyanpura Patia, Gandhinagar Mansa Road, Kalol, Village Itla, Gandhinagar - 382 845, Gujarat, India.

Tel: [phone]

Corporate Office (Address where books of account and papers are maintained): Rushil House, Near Neelkanth Green Bungalow, Off. Sindhu Bhavan Road, Shilaj,

Ahmedabad-380 058, Gujarat, India, Tel: [phone]

Contact Person: Hasmukh Kanubhai Modi, Company Secretary and Compliance Officer, E-mail:[e-mail]; Website:www.rushil.com;

Corporate Identification Number: L25209GJ1993PLC019532

OUR PROMOTERS- KRUPESH GHANSHYAMBHAI THAKKAR, KRUPA KRUPESH THAKKAR, M/S. RUSHIL INTERNATIONAL AND KRUPESH

GHANSHYAMBHAI THAKKAR HUF

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY

WE HEREBY CONFIRM THAT NONE OF OUR PROMOTERS OR DIRECTORS IS A WILFUL DEFAULTER OR A FRAUDULENT BORROWER AS ON DATE OF

THIS LETTER OF OFFER

ISSUE OF UPTO 66,35,421# EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 162 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 152 PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 10,749.38# LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF ONE (01) RIGHTS EQUITY SHARE FOR EVERY THREE

1. FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON THURSDAY, APRIL 13, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 16.2 TIMES THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 243 OF THIS LETTER OF OFFER.
   #Assuming full subscription. Subject to finalisation of the Basis of Allotment.

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the section titled "Risk Factors" on page 25 of this Letter of Offer.

OUR COMPANY'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 this Issue, which is material in the context of this 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 of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The existing Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated January 12, 2023 and January 4, 2023. For the purpose of this Issue, the Designated Stock Exchange is BSE.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
SAFFRON CAPITAL ADVISORS PRIVATE LIMITED	BIGSHARE SERVICES PRIVATE LIMITED
605, Center Point, 6th floor,	Office No S6-2, 6th floor, Pinnacle Business Park,
Andheri Kurla Road, J. B. Nagar,	Next to Ahura Centre, Mahakali Caves Road,
Andheri (East), Mumbai - 400 059,	Andheri (East), Mumbai-400 093,
Maharashtra, India.	Maharashtra, India.
Telephone: [phone]	Telephone: [phone]
E-mail:[e-mail]	E-mail:[e-mail]
Website:www.saffronadvisor.com	Website:www.bigshareonline.com
Investor grievance:[e-mail]	Contact person: Vijay Surana
Contact Person: Gaurav Khandelwal/ Vipin Gupta	Investor grievance:[e-mail]
SEBI Registration Number: INM 000011211	SEBI Registration No: INR000001385
Validity of Registration: Permanent	Validity of Registration: Permanent

ISSUE PROGRAMME

ISSUE OPENS ON		LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON**
TUESDAY, MAY 2, 2023		MONDAY, MAY 8, 2023	FRIDAY, MAY 12, 2023
*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 or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) 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.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

1

TABLE OF CONTENTS
SECTION I - GENERAL	3
DEFINITIONS AND ABBREVIATIONS	3
NOTICE TO INVESTORS	12
PRESENTATION OF FINANCIAL INFORMATION	15
FORWARD - LOOKING STATEMENTS	17
SUMMARY OF THIS LETTER OF OFFER	19
SECTION II - RISK FACTORS	25
SECTION III - INTRODUCTION	69
THE ISSUE	69
GENERAL INFORMATION	70
CAPITAL STRUCTURE	75
OBJECTS OF THE ISSUE	78
STATEMENT OF TAX BENEFITS	85
SECTION IV - ABOUT THE COMPANY	89
INDUSTRY	89
OUR BUSINESS	98
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE	112
SECTION V - FINANCIAL INFORMATION	116
FINANCIAL INFORMATION	116
MATERIAL DEVELOPMENTS	207
ACCOUNTING RATIOS	208
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	209
SECTION VI - LEGAL AND OTHER INFORMATION	231
OUTSTANDING LITIGATIONS AND DEFAULTS	231
GOVERNMENT AND OTHER STATUTORY APPROVALS	232
OTHER REGULATORY AND STATUTORY DISCLOSURES	233
SECTION VII - ISSUE INFORMATION	243
TERMS OF THE ISSUE	243
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	274
SECTION VIII - STATUTORY AND OTHER INFORMATION	275
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	276
DECLARATION	278

2

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.

Provided that terms used in the sections/ chapters titled "Industry", "Summary of this Letter of Offer", "Financial Information", "Statement of Tax Benefits", "Outstanding Litigation and Defaults" and "Issue Information" on pages 89, 19, 116, 85, 231 and 243 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

Company Related Terms

Term			Description
"Company",	"our	Rushil Decor Limited, a public limited company incorporated under the
Company",	"the	Companies Act, 1956, having its registered office at S. No. 125, Near Kalyanpura
Company", "RDL", "the	Patia, Gandhinagar Mansa Road, village Itla, Tal. Kalol, Gandhinagar - 382845
Issuer"			Gujarat, India.
"we", "us", or "our"	Unless the context otherwise indicates or implies, refers to our Company.
"Articles" / "Articles of	Articles / Articles of Association of our Company, as amended from time to time.
Association" / "AoA"
"Annual		Audited	The audited financial statements of our Company for the year ended March 31,
Financial Statements" or	2022 prepared in accordance with IND AS which comprises the balance sheet as
"Annual		Audited	at March 31, 2022, the statement of profit and loss, including other comprehensive
Financial Information"	income, the statement of cash flows and the statement of changes in equity for the
			year ended March 31, 2022, and notes to the financial statements, including a
			summary of significant accounting policies and other explanatory information read
			along with the report thereon.
"Audit Committee"	The committee of the Board of Directors constituted as our Company's audit
			committee in accordance with Regulation 18 of the Securities and Exchange Board
			of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
			amended ("SEBI Listing Regulations") and Section 177 of the Companies Act,
			2013.
"Auditor"	/	"Statutory	Statutory and peer review auditor of our Company, namely, M/s. Pankaj R. Shah
Auditor"/	"Peer Review	& Associates, Chartered Accountants.
Auditor"
"Board"	/	"Board of	Board of directors of our Company or a duly constituted committee thereof.
Directors"
"Chief Executive Officer/	Keyur Mohanbhai Gajjar, the Chief Executive Officer of our Company.
CEO"
"Chief Financial Officer /	Hiren Bachubhai Padhya, the Chief Financial Officer of our Company.
CFO"
"Company Secretary and	Hasmukh Kanubhai Modi, the Company Secretary and Compliance Officer of our
Compliance Officer"	Company.
"Corporate Office"	Rushil House, Near Neelkanth Green Bungalow, Off. Sindhu Bhavan Road, Shilaj,
			Ahmedabad-380058, Gujarat, India.
"Corporate Promoters"	Krupesh Ghanshyambhai Thakkar (HUF) and M/s. Rushil International
			(partnership firm)
"Corporate	Social	The committee of the Board of directors constituted as our Company's corporate
Responsibility	social responsibility committee in accordance with Section 135 of the Companies
Committee/	CSR	Act, 2013.
Committee"
			3

Term			Description
"Director(s)"		The director(s) on the Board of our Company, unless otherwise specified.
"Equity Shareholder"	A holder of Equity Shares
"Equity Shares"		Equity shares of our Company of face value of ₹ 10 each.
"Erstwhile Promoter"	Pursuant to Regulation 30 and 31A(6)(c) of SEBI Listing Regulations,
			Ghanshyambhai Ambalal Thakkar ceased to be the promoter of our Company on
			August 25, 2021, due to his demise, and therefore he has been referred to as the
			Erstwhile Promoter of our Company in this Letter of Offer.
Escrow Account		One or more no-lien and non-interest-bearing accounts with the Escrow Collection
			Bank for the purposes of collecting the Application Money from resident
			investors- eligible equity shareholders as on record date making an Application
			through the ASBA facility.
"Executive Directors"	Executive directors of our Company.
"Financial Statements" or	Collectively the Audited Financial Statements and the Limited Reviewed Financial
"Financial Information"	Results, unless otherwise specified in context thereof.
"Independent		The independent director(s) of our Company, in terms of Section 2(47) and Section
Director(s)"			149(6) of the Companies Act, 2013.
"Key	Management	Key management personnel of our Company in terms of the Companies Act, 2013
Personnel" / "KMP"	and the SEBI ICDR Regulations as described in the subsection titled "Our
			Management and Organisational Structure - Key Managerial Personnel" on page
			114 of this Letter of Offer.
"Limited	Reviewed	The limited reviewed unaudited financial results dated February 12, 2023 for the
Financial Results"	nine month period ended December 31, 2022, prepared in accordance with the
			Companies Act and SEBI Listing Regulations. For details, see "Financial
			Information" on page 116 of this Letter of Offer.
Materiality Policy		Policy on determination of materiality of events adopted by our Company in
			accordance with Regulation 30 of the SEBI Listing Regulations.
"Memorandum	of	Memorandum of association of our Company, as amended from time to time.
Association" / "MoA"
"Nomination	and	The committee of the Board of directors reconstituted as our Company's
Remuneration		nomination and remuneration committee in accordance with Regulation 19 of the
Committee"			SEBI Listing Regulations and Section 178 of the Companies Act, 2013.
"Non-executive		Non-executive Directors of our Company.
Directors"
"Non-Executive	and	Non-executive and independent directors of our Company, unless otherwise
Independent Director"	specified
"Promoter(s)"		The promoters of our Company, namely, Krupesh Ghanshyambhai Thakkar,
			Krupesh Ghanshyambhai Thakkar (HUF), Krupa Krupesh Thakkar and M/s.
			Rushil International.
"Promoter Group"	Individuals and entities forming part of the promoter and promoter group in
			accordance with SEBI ICDR Regulations.
"Registered Office"	The registered office of our Company located at S. No. 125, Near Kalyanpura
			Patia, Gandhinagar Mansa Road, village Itla, Tal. Kalol, Gandhinagar - 382845
			Gujarat, India.
"Registrar		of	Registrar of Companies, Gujarat at Ahmedabad situated at ROC Bhavan, Opposite
Companies"/ "RoC"	Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad - 380 013,
			Gujarat, India.
"Fund		Raising	The committee of our Board constituted for purposes of the Issue and incidental
Committee"			matters thereof.
"Shareholders/ Equity	The Equity Shareholders of our Company, from time to time.
Shareholders"
"Stakeholders'		The committee of the Board of Directors constituted as our Company's
Relationship Committee"	Stakeholders' Relationship Committee in accordance with Regulation 20 of the
			SEBI Listing Regulations.
Issue Related Terms

Term	Description
2009 ASBA Circular	The SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
	4