Jaykay Enterprises : DLOF (Draft Offer Document filed with SEBI)

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Draft Letter of Offer

Dated: April 09, 2024

For Eligible Equity Shareholders only

JAYKAY ENTERPRISES LIMITED

Jaykay Enterprises Limited (our "Company" or the "Issuer") was originally incorporated as "J.K. Investment Trust Limited" on May 17, 1943, as a public company under the provisions of the Indian Companies Act, VII of 1913 with a certificate of incorporation issued by the Registrar of Joint Stock Companies, United Provinces of Agra and Oudh on May 17, 1943. Subsequently, the name of our Company was changed to "J.K. Synthetics Limited", and a fresh certificate of incorporation consequent to the change of name was issued by the Registrar of Companies, Uttar Pradesh, Kanpur on May 9, 1961, under the provisions of the Companies Act, 1956. Further, the name of our Company was changed to "Jaykay Enterprises Limited" and a fresh certificate of incorporation consequent to the change of name was issued by the Registrar of Companies, Uttar Pradesh and Uttarakhand on October 15, 2010. For further details, please see "General Information" on page 49.

Registered Office: Kamla Tower, Kanpur-208001, Uttar Pradesh, India

Contact Person: Mr. Yogesh Sharma, Company Secretary and Compliance Officer

Telephone: [phone]| E-mailid:[e-mail]| Website:www.jaykayenterprises.com

Corporate Identity Number: L55101UP1961PLC001187

PROMOTER OF OUR COMPANY: MR. ABHISHEK SINGHANIA

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF JAYKAY ENTERPRISES LIMITED

ISSUE OF UP TO 5,84,57,688 FULLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹ 1/- EACH OF OUR COMPANY (THE

"RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹ 25/- PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 24/- PER EQUITY SHARE) AGGREGATING UP TO ₹ 14,614.42 LAKHS# ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 RIGHTS EQUITY SHARE FOR EVERY 1 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS, ON [●] (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE REFER TO "TERMS OF THE ISSUE" BEGINNING ON PAGE 153.

#Assuming full subscription.

WILFUL DEFAULTERS OR FRAUDULENT BORROWER

NEITHER OUR COMPANY NOR OUR PROMOTER OR ANY OF OUR DIRECTORS HAVE BEEN DECLARED AS WILFUL DEFAULTERS OR FRAUDULENT BORROWERS BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY.

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 with such investment. Investors are advised to read the risk factors carefully before taking an inves tment decision in the Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue 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 Draft Letter of Offer. Specific attention of the investors is invited to "Risk Factors" beginning on page 24 before making an investment in this Issue.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, and that the information contained in this Draft 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 Draft Letter of Offer as a whole or any 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 the BSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide its letter dated [●]. Our Compa ny will also make application to the Stock Exchange to obtain its trading approval for the Rights Entitlements as required under the SEBI circular bearing reference number

SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE.

NOTE: This is a resubmitted draft letter of offer in terms of SEBI circular no SEBI/HO/CFD/PoD-1/P/CIR/2024/009 dated February 06, 2024

LEAD MANAGER TO THE ISSUE

REGISTRAR TO THE ISSUE

Corporate Professionals Capital Private Limited	Alankit Assignments Limited
D-28, South Extension, Part I, New Delhi -110049, India	Alankit House, 4E/2, Jhandewalan Extension, New Delhi-110055, India
Tel: [phone]; E-mail:[e-mail]	Tel: [phone]; Fax: [phone];
Investor Grievance ID: [e-mail]	E-mail:[e-mail]
Website:www.corporateprofessionals.com	Investor Grievance ID:[e-mail]
Contact Person: Ms. Anjali Aggarwal	Website:www.alankit.com
SEBI Registration No.: INM000011435	Contact Person: Ms. Neeti
	SEBI Registration No.: INR000002532

ISSUE PROGRAMME

ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATIONS*	ISSUE CLOSES ON#
[●]	[●]	[●]
*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 Renouncee(s) on or prior to the Issue Closing Date.

#Our Board or a duly authorized Right Issue Committee thereof will have the right to extend the Issue Period as it may determine from time to time but not exceeding 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.

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CONTENTS
SECTION I - GENERAL	2
DEFINITIONS AND ABBREVIATIONS	2
NOTICE TO INVESTORS	14
NO OFFER IN THE UNITED STATES	16
PRESENTATION OF FINANCIAL INFORMATION	17
FORWARD LOOKING STATEMENTS	20
SUMMARY OF THE DRAFT LETTER OF OFFER	21
SECTION II - RISK FACTORS	24
SECTION III - INTRODUCTION	48
THE ISSUE	48
GENERAL INFORMATION	49
CAPITAL STRUCTURE	54
OBJECTS OF THE ISSUE	57
STATEMENT OF SPECIAL TAX BENEFITS	71
SECTION IV - ABOUT THE COMPANY	75
INDUSTRY OVERVIEW	75
OUR BUSINESS	90
OUR MANAGEMENT	105
SECTION V - FINANCIAL INFORMATION	109
FINANCIAL STATEMENTS	109
ACCOUNTING RATIOS AND CAPITALIZATION STATEMENT	110
MATERIAL DEVELOPMENTS	112
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	113
SECTION VI - LEGAL AND OTHER INFORMATION	129
OUTSTANDING LITIGATION AND DEFAULTS	129
GOVERNMENT AND OTHER STATUTORY APPROVALS	142
OTHER REGULATORY AND STATUTORY DISCLOSURES	145
SECTION VII - ISSUE INFORMATION	153
TERMS OF THE ISSUE	153
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	186
SECTION VIII - STATUTORY AND OTHER INFORMATION	187
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	187
DECLARATION	189

1

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

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

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 Draft Letter of Offer but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, 2013, the SEBI ICDR Regulations, SEBI Listing Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in "Statement of Special Tax Benefits" and "Financial Information" beginning on pages 71 and 109 respectively, shall have the meaning given to such terms in such sections.

General Terms

Term	Description
"Company", "our Company",	Unless the context otherwise requires, indicates or implies or unless otherwise
"the Company", "the Issuer",	specified, our Company, Jaykay Enterprises Limited, a company incorporated
"We", "our", "us", "JKE", ""or	in India under the Companies Act, VII of 1913, having its registered office at
"JKL"	Kamla Tower, Kanpur-208001, Uttar Pradesh, India.
"Our Group", "Group Entities"	Unless the context otherwise requires, indicates or implies or unless otherwise
	specified, our Company along with our Subsidiaries/Associate/LLP, on a
	consolidated basis.
Company Related Terms
Term	Description
Articles of Association or	The articles of association of our Company, as amended from time to time.
Articles/AOA
Audit Committee	The committee of the Board of Directors constituted as our Company's audit
	committee in accordance with Regulation 18 of the SEBI Listing Regulations
	and Section 177 of the Companies Act, 2013.
Audited Financial Statements	The audited financial statements of our Company as at and for the financial year
	ended March 31, 2023 (along with comparative financial statements for the
	financial year ended March 31, 2022) prepared in accordance with applicable
	accounting standards, which comprises the balance sheet as at March 31, 2023
	(along with comparative balance sheet as at March 31, 2022) 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 years then ended, and notes
	to the financial statements, including a summary of significant accounting
	policies and other explanatory information. For details, see "Financial
	Information" on page 109"
Board/ Board of Directors/	The Board of Directors of our Company or a duly constituted committee
Directors	thereof, as appointed from time to time. For details of the Board of Directors,
	see "Our Management" on page 105
Chief Financial Officer/CFO	The Chief Financial Officer of our Company, namely, Mr. Sanjay Kumar Jain.
Company Secretary and	The Company Secretary and Compliance Officer of our Company, namely, Mr.
Compliance Officer	Yogesh Sharma.
Equity Shareholders	Holders of Equity Share(s), from time to time.
	2

Term	Description
Equity Shares	Equity Shares of face value of ₹1/- each of our Company.
Executive Director	Whole-time Director/ Executive Director on our Board.
Financial Statements	Our Consolidated Audited Financial Statements for the Financial year 2022-
	2023 together with our Limited Reviewed Unaudited Consolidated Financial
	Results for the nine months and quarter ended December 31, 2023. .
Independent Director(s)	Independent Directors on the Board, who are 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, please refer
	to "Our Management" beginning on page 105.
Key Managerial Personnel	The key managerial personnel of our Company as per the definition provided in
	Section 2(51) of the Companies Act, 2013 and Regulation 2(1) (bb) of the SEBI
	ICDR Regulations. For details, please refer to "Our Management" beginning
	on page 105.
Limited Reviewed Financial	The limited reviewed unaudited consolidated financial results for nine months
Results	and quarter ended December 31, 2023, prepared in accordance with the
	Companies Act and SEBI Listing Regulations. For details, see "Financial
	Information" on page 109.
Materiality Policy	A policy adopted by our Company for identification of material litigation(s) for
	the purpose of disclosure of the same in this Draft Letter of Offer.
Memorandum of Association/	The Memorandum of Association of our Company, as amended from time to
MoA	time.
Nomination and Remuneration	The Board of Directors of our Company constituted the Nomination and
Committee	Remuneration Committee in accordance with Regulation 19 of the SEBI Listing
	Regulations, as amended and Section 178 of the Companies Act, 2013.
Non-Executive Director(s)	Non-executivenon-independent Director of our Company. For details, see
	"Our Management" on page 105.
Promoter Group	The individual and/or entities constituting the promoter group* of our Company
	determined in accordance with Regulation 2(1) (pp) of the SEBI ICDR
	Regulations.
Promoter	The promoter of our Company, Mr. Abhishek Singhania.
Registered Office	Kamla Tower, Kanpur-200801, Uttar Pradesh, India.
Registrar of Companies/ RoC	The Registrar of Companies, Kanpur situated at 37/17, Westcott Building, The
	Mall, Kanpur - 208 001, Uttar Pradesh, India.
Rights Issue Committee	The committee of our Board constituted through the Board Resolution dated
	July 09, 2023, for purposes of the Issue and incidental matters thereof.
Senior Management	Senior management personnel of our Company determined in accordance with
	Regulation 2(1) (bbbb) of the SEBI ICDR Regulations and as described in "Our
	Management" beginning on page 105.
Statutory Auditors	The current statutory auditors of our Company, namely, M/s P.L. Tandon &
	Company, Chartered Accountants.
Stakeholders' Relationship	The Board of Directors of our Company constituted a Stakeholder Relationship
Committee	Committee in accordance with Regulation 20 of the SEBI Listing Regulations,
	as amended and Section 178 of the Companies Act, 2013.
Issue Related Terms
Term	Description
Abridged Letter of Offer/	Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with
ALOF	respect to the Issue in accordance with the provisions of the SEBI ICDR
	Regulations and the Companies Act, 2013.
Additional Rights Equity	The Rights Equity Shares applied or allotted under this Issue in addition to the
Shares	Rights Entitlement.
Allotment/ Allot/	Allotment of Rights Equity Shares pursuant to the Issue.
Allotted
	3

Term	Description
Allotment Account Bank(s)	Bank(s) 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,
	ICICI Bank Limited.
Allotment Account(s)	The account(s) to be opened with the Banker(s) to this Issue, into which the
	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, 2013.
Allotment Advice	The note or advice or intimation of Allotment, sent to each successful Investor
	who has been or is to be Allotted the Rights Equity Shares after approval of the
	Basis of Allotment by the Designated Stock Exchange.
Allotment Date / Date of	Date on which the Allotment is made pursuant to this Issue.
Allotment
Allottee(s)	Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue.
Applicant(s)/ Investors	Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to apply or
	make an application for the Rights Equity Shares pursuant to the Issue in terms
	of this Draft Letter of Offer.
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 or through the
	website of the SCSBs (if made available by such SCSBs) under the ASBA
	process used by an Investor to make an application for the Allotment of Rights
	Equity Shares.
Application Money	Amount payable at the time of Application, i.e., ₹ 25/- (Rupees Twenty Five
	Only) per Rights Equity Share 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
Blocked Amount or ASBA	an application authorizing the SCSB to block the Application Money in the
	ASBA Account maintained with the SCSB.
ASBA Account	Account maintained with the SCSB and specified in the Application Form or
	the Plain Paper Application by the Applicant for blocking the amount
	mentioned in the Application Form or the Plain Paper Application.
ASBA Applicant/ ASBA	Eligible Equity Shareholders proposing to subscribe to the Issue through ASBA
Investor(s)	process.
ASBA Circulars	Collectively,	SEBI	circular	bearing	reference	number
	SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular
	bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011, SEBI
	circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated
	January	22,	2020,	SEBI	circular	bearing	reference	number
	SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022 and any other
	circular issued by SEBI in this regard and any subsequent circulars or
	notifications issued by SEBI in this regard.
Banker(s) to the Issue	Together, the Escrow Collection Bank, the Allotment Account Bank and
	Refund Bank, in this case being ICICI Bank Limited.
Banker to the Issue	Agreement dated [●] amongst our Company, the Registrar to the Issue and the
Agreement	Banker(s) to the Issue for collection of the Application Money from
	Applicants/Investors making an application for the Rights Equity Shares.
Basis of Allotment	The basis on which the Rights Equity Shares will be allotted to successful
	Applicants in consultation with the Designated Stock Exchange under this
	Issue, as described in "Terms of the Issue" beginning on [●].

4

Term	Description
Controlling Branches	Such branches of the SCSBs which co-ordinate with the Registrar to the Issue
/Controlling Branches of the	and the Stock Exchanges, a list of which is available on
SCSBs	http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes,
	updated from time to 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 Application Form or the
	Plain Paper Application, as the case may be, used by the ASBA Investors and a
	list	of	which	is	available	on
	http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes,
	updated from time to time or at such other website(s) as may be prescribed by
	the SEBI from time to time.
Designated Stock Exchange	BSE Limited.
Depository(ies)	NSDL and CDSL or any other depository registered with SEBI under the
	Securities and Exchange Board of India (Depositories and Participants)
	Regulations, 2018 as amended from time to time read with the Depositories Act,
	1996.
Draft Letter of Offer or	This Draft Letter of Offer to be filed with the SEBI and the Stock Exchanges in
DLOF	accordance with the SEBI ICDR Regulations.
Eligible Equity	Holder(s) of the Equity Shares of our Company as on the Record Date i.e., [●].
Shareholder(s)	Please note that the investors eligible to participate in the Issue exclude certain
	overseas shareholders. For further details, see "Notice to Investors" beginning
	on page 14.
Equity Shareholder(s)	Holder(s) of the Equity Shares of our Company.
/Shareholders
Escrow Account	One or more no-lien and non-interest-bearing accounts with the Escrow
	Collection Bank(s) 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.
Escrow Collection Bank	Banks which are clearing members and registered with SEBI as bankers to an
	issue and with whom Escrow Account(s) will be opened, in this case being
	ICICI Bank Limited.
FPIs	Foreign portfolio investors as defined under the SEBI FPI Regulations.
Fraudulent Borrower	Company or person, as the case may be, categorized as a fraudulent borrower
	by any bank or financial institution (as defined under the Companies Act, 2013)
	or consortium thereof, in accordance with the guidelines on fraudulent borrower
	issued by RBI as defined under Regulations 2(1)(lll) of the SEBI ICDR
	Regulations.
IEPF	Investor Education and Protection Fund
Investor(s)	Eligible Equity Shareholder(s) of our Company on Record Date [●] and / or
	Renouncee(s) who are entitled to apply or make an application for the Equity
	Shares pursuant to the Issue in terms of the Letter of Offer.
ISIN	International securities identification number i.e., INE903A01025
Issue / Rights Issue	Issue of up to 5,84,57,688 Fully Paid Equity Shares of face value of ₹1/- each of
	our Company for cash at a price of ₹25/- per Rights Equity Share aggregating
	up to ₹14,614.42# Lakhs on a rights basis to the Eligible Equity Shareholders of
	our Company in the ratio of 1 (one) Rights Equity Shares for every 1 (one)
	Equity Shares held by the Eligible Equity Shareholders of our Company on the
	Record Date i.e. [●].
	#Assuming full subscription.
Issue Agreement	Issue Agreement dated January 23, 2024, between our Company and the Lead
	Manager, pursuant to which certain arrangements are agreed to in relation to the
	Issue.

5

Term	Description
Issue Closing Date	[●]
Issue Materials	Collectively, this Draft Letter of Offer, the Letter of Offer, the Abridged Letter
	of Offer, the Application Form and Rights Entitlement Letter and any other
	material relating to the Issue.
Issue Opening Date	[●]
Issue Period	The period between the Issue Opening Date and the Issue Closing Date,
	inclusive of both days, during which Applicants can submit their Applications,
	in accordance with the SEBI ICDR Regulations.
Issue Price	₹ 25/- per Equity Share.
Issue Proceeds or Gross	The gross proceeds raised through the Issue.
Proceeds
Issue Size	The issue of up to 5,84,57,688 Rights Equity Shares for cash at a price of ₹ 25/-
	per Rights Equity Share (including a premium of ₹ 24/- per Rights Equity
	Shares) aggregating up to ₹ 14,614.42 lakhs. #
	#Assuming full subscription
Lead Manager/LM/Lead	The Lead Manager to the Issue, namely, Corporate Professionals Capital Private
Manager to Issue	Limited.
Letter of Offer/LOF	The final letter of offer to be filed with SEBI and Stock Exchange.
Listing Agreement	The listing agreements entered into between our Company and the Stock
	Exchange in terms of the SEBI Listing Regulations.
Monitoring Agency	[●]
Monitoring Agency Agreement	Agreement dated [●] between our Company and the Monitoring Agency in
	relation to monitoring of Net Proceeds.
Multiple Application Forms	Multiple application forms submitted by an Eligible Equity
	Shareholder/Renouncee in respect of the Rights Entitlement available in their
	demat account. However, supplementary applications in relation to further
	Equity Shares with/without using additional Rights Entitlement will not be
	treated as multiple application.
Net Proceeds	Issue Proceeds less the Issue related expenses. For further details, please refer to
	"Objects of the Issue" beginning on page 57.
Non-Institutional Investors	An Investor other than a Retail Individual Investor or Qualified Institutional
	Buyer as defined under Regulation 2(1) (jj) of the SEBI ICDR Regulations.
Off Market Renunciation	The renunciation of Rights Entitlements undertaken by the Investor by
	transferring them through off-market transfer through a Depository Participant
	in accordance with the SEBI ICDR Master Circular and the circulars issued by
	the Depositories, from time to time, and other applicable laws.
On Market Renunciation	The renunciation of Rights Entitlements undertaken by the Investor by trading
	them over the secondary market platform of the Stock Exchange through a
	registered stockbroker in accordance with the SEBI ICDR Master Circular and
	the circulars issued by the Stock Exchange, from time to time, and other
	applicable laws, on or before [●].
Qualified Institutional Buyers	Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
or QIBs	ICDR Regulations.
Record Date	Designated date for the purpose of determining the Eligible Equity Shareholders
	eligible to apply for Rights Equity Shares, being [●].
Refund Bank(s)	The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in
	this case being ICICI Bank Limited.
Registrar Agreement	Agreement dated January 23, 2024, between our Company and the Registrar to
	the Issue in relation to the responsibilities and obligations of the Registrar to the
	Issue pertaining to this Issue.
Registrar to the Issue / Registrar	Alankit Assignments Limited, situated at, Alankit House, 4E/2, Jhandewalan
to the Company/Registrar	Extension, New Delhi-110055, India.
	6

Term	Description
Renouncee(s)	Person(s) who has/have acquired Rights Entitlements from the Eligible Equity
	Shareholders on renunciation either through On Market Renunciation or
	through Off Market Renunciation in accordance with the SEBI ICDR
	Regulations, the SEBI Rights Issue Circulars, the Companies Act and any other
	applicable law.
Renunciation Period	The period during which the Investors can renounce or transfer their Rights
	Entitlements which shall commence from the Issue Opening Date i.e., [●]. Such
	period shall close on [●] in case of On Market Renunciation. 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 Renouncee on or prior to the Issue Closing Date i.e.,
	[●].
Retail Individual	An individual Investor (including an HUF applying through Karta) who has
Bidders(s)/Retail Individual	applied for Rights Equity Shares and whose Application Money is not more
Investor(s)/ RII(s)/RIB(s)	than ₹2,00,000 in the Issue as defined under Regulation 2(1)(vv) of the SEBI
	ICDR Regulations.
RE ISIN	ISIN for Rights Entitlement i.e. [●]
Rights Entitlement Letter	Letter including details of Rights Entitlements of the Eligible Equity
	Shareholders.
Rights Entitlement(s)	Number of Rights Equity Shares that an Eligible Equity Shareholder is entitled
	to in proportion to the number of Equity Shares held by the Eligible Equity
	Shareholder on the Record Date, in this case being 1 (one) Equity Shares for
	every 1 (one) Equity Shares held by an Eligible Equity Shareholder, on the
	Record Date, excluding any fractional entitlements.
	Pursuant to the provisions of the SEBI ICDR Regulations and the SEBI Rights
	Issue Circulars, the Rights Entitlements shall be credited in dematerialized form
	in respective demat accounts of the Eligible Equity Shareholders before the
	Issue Opening Date.
	The Rights Entitlements with a separate ISIN: [●] will be credited to the
	respective demat account of Eligible Equity Shareholder before the Issue
	Opening Date, against the Equity Shares held by the Eligible Equity
	Shareholders as on the Record Date.
Rights Equity Shares/Rights	Equity Shares of our Company to be allotted pursuant to this Issue.
Shares
Self-Certified Syndicate Banks	Self-Certified Syndicate Banks registered with SEBI, which acts as a banker to
/SCSB(s)	Issue and which offers the facility of ASBA. A list of all SCSBs is available at
	https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&
	intmId=34, updated from time to time or at such other website(s) as may be
	prescribed by the SEBI from time to time.
SEBI ICDR Master Circular	SEBI	Master	circular	bearing	reference	number
	SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023, along with the
	any subsequent circulars or notifications issued by SEBI in this regard.
Stock Exchange	Stock exchange where the Equity Shares of our Company are presently listed,
	being BSE Limited.
Transfer Date	The date on which the Application Money blocked in the ASBA Account will
	be transferred to the Allotment Account(s) in respect of successful Applications,
	upon finalization of the Basis of Allotment, in consultation with the Designated
	Stock Exchange.
Wilful Defaulter	Company or person, as the case may be, categorized as a wilful defaulter by any
	bank or financial institution (as defined under the Companies Act, 2013) or

consortium thereof, in accordance with the guidelines on wilful defaulters issued by RBI.

7

Term	Description
Working Day(s)	In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day
	means all days on which commercial banks in New Delhi are open for business.
	Further, in respect of Issue Period, working day means all days, excluding
	Saturdays, Sundays and Public Holidays, on which commercial banks in New
	Delhi are open for business. Furthermore, the time period between the Issue
	Closing Date and the listing of Equity Shares on the Stock Exchange, working
	day means all trading days of the Stock Exchange, excluding Sundays and Bank
	holidays, as per circulars issued by SEBI.

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AoN	Acceptance of Necessity
ATGM	Anti-Tank Guided Missiles
BE	Budget Estimates
BEL	Bharat Electronics Limited
BEML	Bharat Earth Movers Limited
BIA	Bilateral Innovation Agreement
BISAG-N	Bhaskaracharya National Institute for Space Applications and Geo-Informatic
BIFR	Board of Industrial and Financial Reconstruction
BRO	Border Roads Organisation
CAD model	Computer-aided design
CAGR	Compound Annual Growth Rate
CAM	Computer-aided Manufacturing
CAPEX	Capital Expenditure
CGST	Central Goods and Services Tax
CNC	Computer Numerical Control
CPI	Consumer Price Index
CPI-C	Consumer Price Index-Combined
DAC	Defence Acquisition Council
DARE	Defence Avionics Research Establishment
DAP	Defence Acquisition Procedure
DCD	Defence Cooperation Dialogue
DDR&D	Directorate of Defence Research and Development
DEFEXPO	Defence Exhibition Organisation
DIC	Defence Industrial Corridors
DII	Domestic Institutional Investors
DIO	Defence Innovation Organisation
DISC	Defence India Start-up Challenge
DIY	Do It Yourself
DLP	Digital Light Processing
DMLS	Direct Metal Laser Sintering
DPIIT	Department for Promotion of Industry and Internal Trade
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