Enbee Trade and Finance : Letter of offer of Enbee Trade & Finance Limited (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: May 4, 2023

For Eligible Shareholders only

ENBEE TRADE & FINANCE LIMITED

Enbee Trade & Finance Limited ("Company" or "Issuer") was incorporated as 'Enbee Trade & Finance Limited' on July 24, 1985 as a public limited company under the Companies Act, 1956 with the Registrar of Companies, Maharashtra and consequently a certificate of commencement of business dated August 6, 1985 was issued to our Company. Pursuant to a special resolution passed by the shareholders of our Company through postal ballot on March 12, 2016, the Registered Office of our Company was shifted from Imambada Road, Nagpur - 440 018, Maharashtra, India to B4 /C5, God's Gift Chs Ltd, N M Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India.

Registered Office: B4 /C5, God's Gift Chs Ltd, N M Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India;

Tel: [phone]; Facsimile: NA

E-mail: [e-mail]; Website: www.enbeetrade.com;

Contact Person: Ruchika Kabra, Company Secretary and Compliance Officer;

Corporate Identification Number: L50100MH1985PLC036945

OUR PROMOTER- AMARR NARENDRA GALLA

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

WE HEREBY CONFIRM THAT NEITHER OUR COMPANY NOR OUR PROMOTER OR ANY OF OUR DIRECTORS ARE IDENTIFIED AS WILFUL

DEFAULTER OR A FRAUDULENT BORROWER AS ON DATE OF THIS LETTER OF OFFER

ISSUE OF UPTO 3,20,01,000* EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 15 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 5 PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 4,800.15 LAKHS* ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF TWENTY (20) RIGHTS EQUITY SHARE(S) FOR EVERY ONE (01) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON WEDNESDAY, MAY 10, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 1.5 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 128 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 20 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") (the "Stock Exchange"). Our Company has received 'in-principle' approval from BSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide its letter dated April 19, 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	CAMEO CORPORATE SERVICES LIMITED
605, Center Point, 6th floor,	Subramanian Building, No. 01, Club House Road,
Andheri Kurla Road, J. B. Nagar,	Chennai- 600 002, Tamil Nadu, India.
Andheri (East), Mumbai - 400 059,	Telephone: [phone]
Maharashtra, India.	Facsimile: N.A.
Telephone: [phone]	Email:[e-mail]
Facsimile: NA	Website:www.cameoindia.com
E-mail:[e-mail]	Investor grievance e-mail:[e-mail]
Website:www.saffronadvisor.com	Contact Person: K. Sreepriya
Investor grievance:[e-mail]	SEBI Registration No.: INR000003753
Contact Person: Elton D'souza / Pooja Jain	Validity of Registration: Permanent

SEBI Registration Number: INM 000011211

Validity of Registration: Permanent

ISSUE PROGRAMME

ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON**
THURSDAY, MAY 18, 2023	FRIDAY, MAY 26, 2023	THURSDAY, JUNE 1, 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 accounts of the Renouncees on or prior to the Issue Closing Date.
• Our Board or the Rights Issue Committee 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.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

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TABLE OF CONTENTS
SECTION I - GENERAL	3
DEFINITIONS AND ABBREVIATIONS	3
NOTICE TO INVESTORS	11
PRESENTATION OF FINANCIAL INFORMATION	14
FORWARD - LOOKING STATEMENTS	16
SUMMARY OF THIS LETTER OF OFFER	18
SECTION II - RISK FACTORS	20
SECTION III - INTRODUCTION	40
THE ISSUE	40
GENERAL INFORMATION	42
CAPITAL STRUCTURE	46
OBJECTS OF THE ISSUE	48
STATEMENT OF TAX BENEFITS	52
SECTION IV - ABOUT THE COMPANY	56
INDUSTRY OVERVIEW	56
OUR BUSINESS	63
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE	66
SECTION V - FINANCIAL INFORMATION	68
FINANCIAL INFORMATION	68
MATERIAL DEVELOPMENTS	107
ACCOUNTING RATIOS	108
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS	110
SECTION VI - LEGAL AND OTHER INFORMATION	120
OUTSTANDING LITIGATIONS AND DEFAULTS	120
GOVERNMENT AND OTHER STATUTORY APPROVALS	121
OTHER REGULATORY AND STATUTORY DISCLOSURES	122
SECTION VII - ISSUE INFORMATION	128
TERMS OF THE ISSUE	128
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	158
SECTION VIII - STATUTORY AND OTHER INFORMATION	159
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	160
DECLARATION	162

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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 Overview", "Summary of this Letter of Offer", "Financial Information", "Statement of Special Tax Benefits", "Outstanding Litigation and Material Developments" and "Issue Related Information" on pages 56, 18, 68, 52, 120 and 128 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

Company Related Terms

Term				Description
"Company",		"our	Enbee Trade & Finance Limited, a public limited company incorporated under the
Company",		"the	Companies Act, 1956, having its registered office at B4 /C5, Gods Gift Chs Ltd,
Company",	"the Issuer"	N M Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India.
or "ETFL"
"we", "us", or "our"		Unless the context otherwise indicates or implies, refers to our Company.
Annual Audited Financial	The audited financial statements of our Company prepared as per Ind AS for Fiscal
Statements			2022, Fiscal 2021 and Fiscal 2020, prepared in line with Ind AS notified under the
				Companies Act, 2013, as amended read with the Companies (Indian Accounting
				Standards) Rules, 2015, as amended.
"Articles" / "Articles of	Articles / Articles of Association of our Company, as amended from time to time.
Association" / "AoA"
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, Ambavat Jain &
Auditor"/	"Peer Review	Associate LLP, Chartered Accountants.
Auditor"
"Board"	/	"Board	of	Board of directors of our Company or a duly constituted committee thereof.
Directors"
"Chief Financial Officer /	Meyhul Narendra Gaala, the Chief Financial Officer of our Company.
CFO"
Company	Secretary	and	Ruchika Kabra, the Company Secretary and the Compliance Officer of our
Compliance Officer		Company.
"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"
Director(s)			The director(s) on the Board of our Company, unless otherwise specified.
Equity Shareholder		A holder of Equity Shares
Equity Shares		Fully paid-up Equity shares of our Company of face value of ₹ 10 each.
Executive Directors		Executive Directors of our Company.
Independent Director(s)	The Independent Director(s) of our Company, in terms of Section 2(47) and Section
				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
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Term		Description
		Management and Organizational Structure - Key Managerial Personnel" on page
		67 of this Letter of Offer.
"Limited	Reviewed	The limited reviewed unaudited financial results for the nine months period ended
Financial Information" or	December 31, 2022, prepared in accordance with the Companies Act and SEBI
"Limited	Reviewed	Listing Regulations. For details, see "Financial Information" on page 68 of this
Financial Statements"	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 Committee	Nomination and Remuneration Committee in accordance with Regulation 19 of
		the SEBI Listing Regulations and Section 178 of the Companies Act, 2013.
Non-Executive	and	Non-Executive and Independent Directors of our Company, unless otherwise
Independent Director	specified.
Non-executive Directors	Non-executive Directors of our Company.
Promoter Group	Individuals and entities forming part of the promoter and promoter group in
		accordance with SEBI ICDR Regulations.
Promoter(s)		Amarr Narendra Galla is the Promoter of our Company.
Registered Office	The Registered Office of our Company located at B4 /C5, God's Gift Chs Ltd, N
		M Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India.
"Registrar	of	Registrar of Companies, Maharashtra at Mumbai having its office at 100, Everest,
Companies"/ "RoC"	Marine Drive, Mumbai 400 002, Maharashtra, India.
Rights Issue Committee	The committee of our Board constituted for purposes of the Issue and incidental
		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
"Abridged Letter of	Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect
Offer" or "ALOF"	to the Issue in accordance with the provisions of the SEBI ICDR Regulations and
	the Companies Act.
"Allot" or "Allotment" or	Allotment of Rights Equity Shares pursuant to the Issue.
"Allotted"
Allotment Account	The account opened with the Banker to the Issue, into which the Application
	Money lying to the credit of the escrow account 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 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) to whom the Rights Equity Shares are Allotted pursuant to the Issue.
Applicant(s) / Investor(s)	Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for
	the Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer,
	including an ASBA Investor.
Application	Application made through 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, to subscribe to the Rights Equity Shares at the Issue
	Price.
Application Form	Unless the context otherwise requires, an application form (including online
	application form available for submission of application though the website of the
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