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“Offer Letter”/ “Letter of Offer”) Is Being Sent to You As a Shareholder of the United Provinces Sugar Company Limited (The “Company”/ “TUPSCL”

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“Offer Letter”/ “Letter of Offer”) Is Being Sent to You As a Shareholder of the United Provinces Sugar Company Limited (The “Company”/ “TUPSCL” THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Offer Letter (“Offer Letter”/ “Letter of Offer”) is being sent to you as a Shareholder of The United Provinces Sugar Company Limited (the “Company”/ “TUPSCL”). In case you have recently sold your shares in the Company, please hand over this Offer Letter and the accompanying documents to the member of the stock exchange through whom the sale was effected OFFER LETTER For Delisting of Equity Shares To the Shareholders of The United Provinces Sugar Company Limited Registered Office: LORDS, Room Nos. 201 & 203, 7/1 Lord Sinha Road, Kolkata - 700 071, West Bengal, India CIN: L40100WB1924PLC004929 Tel. No.: (022) 2200 3231 / 4325 / 5056, Fax No.: (022) 2206 0745 E-mail: [email protected], Website: www.unitedprovincessugar.com By Shri Arvind K. Kanoria (“Promoter”/“Acquirer”) Address: - 401/ 405, 4th Floor, Jolly Bhavan No. 1, 10, New Marine Lines, Mumbai - 400 020 Contact No.: - (022) - 2200 3231 Email Id: - [email protected] On Behalf of all the Promoters and Acquirers of the Company (“Hereinafter refer as “Acquirer”/ “Promoter”) Inviting you to tender your fully paid-up Equity Shares of ₹ 10/- each of The United Provinces Sugar Company Limited, in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 Offer Price: ₹ 10/- per Equity Share of face value of ₹ 10/- each Note: • If you wish to tender your Equity Shares to the Promoters/Acquirers, you should read this Offer Letter and the instructions herein. • The Delisting Offer will be implemented pursuant to Securities and Exchange Board of India (“SEBI”) Order No. WTM/SM/CFD/DCR2/2/2020-21 dated 21st December, 2020 with respect to the application of the Company/TUPSCL for relaxation to the applicability under rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 (“SCRR”) and Regulation 27(3)(d) of SEBI (Delisting of Equity Shares) Regulations, 2009 as amended (“Delisting Regulations”) in connection with Delisting of the Equity Share of the Company/TUPSCL from The Calcutta Stock Exchange Limited (“CSE”) the only Stock Exchange where it is listed. • For the purpose of this Delisting Offer, the Promoter/ Acquirer have appointed CapitalSquare Advisors Private Limited as the Merchant Banker. MANAGER TO THE OFFER REGISTRAR TO THE OFFER CAPITALSQUARE ADVISORS PRIVATE LIMITED TSR DARASHAW CONSULTANTS PRIVATE LIMITED SEBI REGN NO: INM000012219 SEBI REGN. NO. INR000004009 (Contact Person: Mr. Tanmoy Banerjee) (Contact Person: Ms. S. R. Billimoria) 208, 2nd Floor, AARPEE Centre, MIDC Road No 11, 6, Haji Moosa Patrawala Industrial Estate, CTS 70, Andheri (East), Mumbai - 400 093, Maharashtra, India 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011, Phone No: +91-22-6684 9999/98742 83532 Maharashtra, India Email: [email protected] / [email protected] Phone No: +91-22- 6617 8416 Website: www.capitalsquare.in E-mail: [email protected] Website: www.darashaw.com 1 Activity Date Day Date of receipt of CSE in-principal approval December 21, 2020 Monday Date of the publication of the Public Announcement (“PA”) January 11, 2021 Monday Dispatch of Offer Letters/Bid Forms to Public Shareholders as on Specified Date January 25, 2021 Monday OFFER OPEN ON February 08, 2021 Monday OFFER CLOSE ON February 12, 2021 Friday Note: All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of corrigendum to the Public Announcement and this Letter of Offer in all the newspapers in which the Public Announcement has appeared. RISK FACTORS The risk factors set out below do not relate to the present or future business operations of the Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Public Shareholder in the Delisting Offer. The Public Shareholders are hereby advised to consult their legal, financial, tax, investment or other independent advisers and consultants for advice on the further risks with respect to each such Public Shareholder's participation in the Delisting Offer and related sale and transfer of Offer Shares to the Promoters/ Acquirers. Risk factors relating to the Delisting Offer and the probable risks involved in associating with the Promoters/Acquirers: • The Promoters/Acquirers of the Company make no assurance with respect to the future financial performance of the Company. • The Delisting Offer process may be delayed beyond the schedule of activities indicated in this Offer Letter for reasons beyond the control of the Promoter/Acquirer and the Company. Consequently, the payment of consideration to the Public Shareholders whose Offer Shares are accepted under this Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer by the Promoters/Acquirers may get delayed. • The Promoters/Acquirers, the Company and the Manager to the Offer accept no responsibility for statements made otherwise than in this Offer Letter or in the Public Announcement or in advertisements or other materials issued by, or at the request of the Promoter/Acquirer or the Manager to the Offer, and anyone placing reliance on any other source of information, would be doing so at his/her/their own risk. • This Delisting Offer is subject to completion risks as would be applicable to similar transactions. 2 TABLE OF CONTENTS Sr. No. Particulars Page No. I. RISK FACTORS 2 II. KEY DEFINITIONS & ABBREVIATIONS 4 III. BACKGROUND OF THE DELISTING OFFER 5 IV. NECESSITY AND OBJECTIVE OF THE DELISTING OFFER 7 V. INFORMATION ON THE ACQUIRERS 7 VI. BACKGROUND OF THE COMPANY 7 VII. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY 8 VIII. LIKELY POST-DELISTING SHAREHOLDING PATTERN 9 IX. MANAGER TO THE OFFER 9 X. REGISTRAR TO THE OFFER 9 XI. OTHER INFORMATION 9 3 KEY DEFINITIONS & ABBREVIATIONS Term Definition Acquirer/Acquirers Shri Arvind K. Kanoria, Smt. Vineeta Kanoria, Smt. Shikha Pratik Barasia, Shri Paritosh Arvind Kanoria and Kaabil Traders Private Limited (since merged with New India Exports Private Limited Bid Offer by a Public Shareholder to tender his/her/its Equity Shares to the Promoters/Acquirers by submitting a duly signed Bid Form during the Bidding Period Bid Form Bid form as enclosed with this Offer Letter Bidding Period The period commencing on the Bid Opening Date and ending on the Bid Closing Date Board/Board of Directors Board of Directors of the Company CSE /Stock Exchange The Calcutta Stock Exchange Limited CIN Corporate Identification Number The Company/TUPSCL The United Provinces Sugar Company Limited Delisting Offer / Offer Offer made by the Promoters/Acquirers to the Public Shareholders in accordance with the Delisting Regulations and SEBI Order No. WTM/SM/CFD/DCR2/2/2020-21 dated 21st December, 2020 with respect to the application of the Company/TUPSCL for relaxation to the applicability under rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 (“SCRR”) and Regulation 27(3)(d) of SEBI (Delisting of Equity Shares) Regulations, 2009 as amended (“Delisting Regulations”) in connection with Delisting of the Equity Share of the Company/TUPSCL from The Calcutta Stock Exchange Limited (“CSE”) the only Stock Exchange where it is listed Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended from time to time Equity Shares/Shares Fully paid up equity shares of ₹ 10/- each of the Company/TUPSCL Exit Price The price at which the Promoters/Acquirers proposed to acquire Equity Shares of Public Shareholders as determined by CapitalSquare Advisors Private Limited dated January 04, 2021 Manager to the Offer CapitalSquare Advisors Private Limited Offer Shares 1,30,434 Equity Shares, representing 5.12% of the Equity Capital of the Company/TUPSCL PA Public Announcement dated Friday, January 08, 2021 published on Monday, January 11, 2021 Promoters/Promoter Group Shri Arvind K. Kanoria, Smt. Vineeta Kanoria, Smt. Shikha Pratik Barasia, Shri Paritosh Arvind Kanoria and Kaabil Traders Private Limited (since merged with New India Exports Private Limited Public Shareholders All shareholders of the Company/TUPSCL other than the Promoters/Acquirers RBI Reserve Bank of India Registrar to the Offer TSR Darashaw Consultants Private Limited SEBI Securities and Exchange Board of India SEBI Order SEBI Order No. WTM/SM/CFD/DCR2/2/2020-21 dated 21st December, 2020 with respect to the application of the Company/TUPSCL for relaxation to the applicability under rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 (“SCRR”) and Regulation 27(3)(d) of SEBI (Delisting of Equity Shares) Regulations, 2009 as amended (“Delisting Regulations”) in connection with Delisting of the Equity Share of the Company/TUPSCL from The Calcutta Stock Exchange Limited (“CSE”) the only Stock Exchange where it is listed Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 4 Dear Shareholder(s), Invitation to tender Equity Shares held by you in the Company I. BACKGROUND OF THE DELISTING OFFER A. The Company was incorporated as “The United Provinces Sugar Company Limited” pursuant to a Certificate of Incorporation dated September 10, 1924, issued by the Registrar of Companies, Kolkata, West Bengal (“ROC”), as a public limited under The Indian Companies Act,1913. The Corporate Identification Number of the Company is L40100WB1924PLC004929. The Registered Office of the Company is situated at LORDS, Room Nos. 201 & 203, 7/1 Lord Sinha Road, Kolkata - 700 071, West Bengal, India. The equity shares of the Company are listed on The Calcutta Stock Exchange Limited (“CSE”) for more than last 40 years. Tel. No.: (022) 2200 3231 / 4325 / 5056, Fax No.: (022) 2206 0745, Email: [email protected] and Website: www.unitedprovincessugar.com.
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