Shree Rama Multi Tech : Draft Offer Document filed with SEBI)

Draft Letter of Offer

Dated: March 22, 2023

For Eligible Equity Shareholders only

SHREE RAMA MULTI-TECH LIMITED

Our Company was incorporated as 'Shree Rama Multi-TechLimited' on December 17, 1993, as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli (the "RoC") upon conversion of a partnership firm named "M/s Shree Rama Multi Tech". Our Company received its certificate of commencement of business dated January 11, 1994 from the RoC. For details of change in the address of the registered office our Company, see "General Information" on page 41.

Registered Office: 18, Corporate House, Opp. Dinesh Hall, Navrangpura, Ahmedabad - 380 009, Gujarat, India

Telephone: [phone]; Email:[e-mail]

Contact Person: Sandip Mistry, Company Secretary and Compliance Officer

Email:[e-mail];Website:www.srmtl.com

Corporate Identity Number: L25200GJ1993PLC020880

OUR PROMOTERS: NIRMA CHEMICAL WORKS PRIVATE LIMITED AND NIRMA INDUSTRIES PRIVATE LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SHREE RAMA MULTI-TECH LIMITED ONLY

ISSUE OF UP TO [●] EQUITY SHARES WITH A FACE VALUE OF ₹ 5 EACH ("RIGHTS EQUITY SHARES") OF SHREE RAMA MULTI-TECH LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ₹ [●] EACH INCLUDING A SHARE PREMIUM OF ₹ [●] PER RIGHTS EQUITY SHARE ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT UPTO ₹ 7,500.00 LAKHS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] RIGHTS EQUITY SHARE(S) FOR EVERY [●] FULLY PAID-UP EQUITY SHARE(S) HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●] (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 187.

WILFUL DEFAULTER AND FRAUDULENT BORROWERS

Neither our Company nor any of our Promoters or any of our Directors have been categorized as a Wilful Defaulter or Fraudulent Borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on Wilful Defaulter(s) or Fraudulent Borrower(s) issued by the RBI.

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue 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 must rely on their own examination of our Company and the Issue including the risks involved. The Rights 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 the contents of this Draft Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" on page 18.

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 make this Draft 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 the 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 issued pursuant to this Issue vide their letters dated [●] and [●], respectively. Our Company will also make applications to the Stock Exchanges to obtain their trading approvals 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 and SEBI circular bearing reference number SEBI/HO/CFD/SSEP/CIR/P/2022/66 dated May 19, 2022. For the purpose of this Issue, the Designated Stock Exchange is BSE Limited.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
Vivro Financial Services Private Limited	KFin Technologies Limited
Vivro House, 11, Shashi Colony,	(Formerly known as KFin Techonologies Private Limited)
Opposite Suvidha Shopping Centre,	Selenium Tower - B, Plot 31 & 32,
Paldi, Ahmedabad - 380 007,	Gachibowli, Financial District,
Gujarat, India.	Nanakramguda, Serilingampally, Hyderabad 500 032
Telephone: [phone]	Telangana, India.
E-mail:[e-mail]	Telephone: [phone]
Website:www.vivro.net	E-mail:[e-mail]
Investor grievance E-mail:[e-mail]	Investor grievance E-mail:[e-mail]
Contact Person: Samir Santara / Kruti Saraiya	Website:www.kfintech.com
SEBI Registration No.: INM000010122	Contact Person: M. Murali Krishna
	SEBI Registration No.: INR000000221

ISSUE PROGRAMME

ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	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 Renouncees on or prior to the Issue Closing Date.

#Our Board or a duly authorised 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 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.

CONTENTS
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	9
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, MARKET DATA AND CURRENCY OF
PRESENTATION	11
FORWARD LOOKING STATEMENTS	13
SUMMARY OF THIS DRAFT LETTER OF OFFER	14
SECTION II - RISK FACTORS	18
SECTION III - INTRODUCTION	40
THE ISSUE	40
GENERAL INFORMATION	41
CAPITAL STRUCTURE	46
OBJECTS OF THE ISSUE	49
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS	57
SECTION IV - ABOUT OUR COMPANY	61
INDUSTRY OVERVIEW	61
OUR BUSINESS	84
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE	92
SECTION V - FINANCIAL INFORMATION	96
FINANCIAL STATEMENTS	96
MATERIAL DEVELOPMENTS	157
ACCOUNTING RATIOS	158
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	160
SECTION VI - LEGAL AND OTHER INFORMATION	171
OUTSTANDING LITIGATIONS AND DEFAULTS	171
GOVERNMENT AND OTHER APPROVALS	178
OTHER REGULATORY AND STATUTORY DISCLOSURES	179
SECTION VII - ISSUE RELATED INFORMATION	187
TERMS OF THE ISSUE	187
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	213
SECTION VIII - OTHER INFORMATION	215
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	215
DECLARATION	217

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SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses certain definitions and abbreviations as set forth below, which, unless the context otherwise indicates or implies, or is unless otherwise specified, shall have the meanings as set forth below.

The words and expressions used in this Draft Letter of Offer, but not defined herein, shall have the same meaning (to the extent applicable) ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, the SCRA, the Depositories Act, and/ or the rules and regulations made thereunder, each as amended. References to statutes, rules, regulations, guidelines, and policies will be deemed to include all amendments and modifications notified thereto.

The following list of capitalised terms used in this Draft Letter of Offer is intended for the convenience of the reader/ prospective investor only and is not exhaustive.

Notwithstanding the foregoing, terms used in sections/chapters titled "Industry Overview", "Summary of this Draft Letter of Offer, "Financial Information", "Statement of Possible Special Tax Benefits", "Outstanding Litigations and Defaults" and "Terms of Issue" on pages 61, 14, 96, 57, 171 and 187, respectively, shall have the meaning given to such terms in such sections/ chapters.

General Terms

	Term		Description
"Shree Rama Multi-Tech	Shree Rama Multi-Tech Limited, a public limited company incorporated in India
Limited"		or	"our	under the Companies Act, 1956, having its registered office at 18, Corporate
Company",	or	"the	House, Opp. Dinesh Hall, Navrangpura, Ahmedabad - 380 009, Gujarat, India.
Company"	or	"the
Issuer", "we", "us", or
"our"
Company related Terms
	Term		Description
Articles	/	Articles of	The Articles of Association of our Company, as amended from time to time.
Association / AoA
Auditor	/ Statutory	The statutory auditor of our Company, being M/s. Mahendra N. Shah & Co.,
Auditor				Chartered Accountants.
Audited		Financial	The audited standalone financial statements of our Company for the financial year
Statements/	Audited	ended March 31, 2022 which comprises of the balance sheet as at March 31, 2022,
Financial Information	the statement of profit and loss, including other comprehensive income, the cash
				flow statement and the standalone statement of changes in equity for the year ended
				on that date, and notes to the financial statements, including a summary of
				significant accounting policies and other explanatory information. For details, see
				"Financial Statements" on page 96.
Board	/	Board	of	Board of Directors of our Company, including any committees thereof.
Directors
Director(s)			The director(s) on the Board of our Company, unless otherwise specified.
Equity Share(s)		The equity shares of our Company of a face value of ₹5 each, unless otherwise
				specified in the context thereof.
Equity Shareholders		The equity shareholders of our Company, from time to time.
Erstwhile Promoter		The Erstwhile Promoters of our Company Mr. Vikram Patel, Mr. Sharad Patel,
				Vimpsan Investments Private Limited and Sanket Estates & Finance Private
				Limited.
Independent Director(s)	The independent director(s) of our Company, in terms of Section 2(47) and Section
				149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI Listing
				Regulations.
Key		Management	Key management/ managerial personnel of our Company in accordance with
Personnel / KMP		Regulation 2(1)(bb) of the SEBI ICDR Regulations and as described in "Our
				1

Term		Description
		Management - Our Key Management Personnel" on page 94
Memorandum	/	Memorandum of association of our Company, as amended from time to time.
Memorandum	of
Association / MoA
NIPL		Nirma Industries Private Limited.
NCWPL		Nirma Chemical Works Private Limited.
Preference Share(s)	The 15% cumulative redeemable preference shares of our Company of a face value
		of ₹100 each, unless otherwise specified in the context thereof.
Preference		The preference shareholder(s) of our Company, from time to time
Shareholder(s)
Previous	Statutory	M/s. Chandulal M. Shah & Co., Chartered Accountants
Auditor
Promoter(s)		The Promoters of our Company, namely, Nirma Chemical Works Private Limited
		and Nirma Industries Private Limited.
Promoter Group	The persons and entities constituting the promoter group of our Company in terms
		of Regulation 2(1)(pp) of the SEBI ICDR Regulations.
Registered Office	The registered office of our Company located at 18, Corporate House, Opp. Dinesh
		Hall, Navrangpura, Ahmedabad - 380 009, Gujarat, India.
Registrar of Companies/	The Registrar of Companies, Gujarat at Ahmedabad
RoC
Rights Issue Committee	The committee of our Board constituted through the resolution dated February 8,
		2023.
Subsidiary		Subsidiary of our Company as defined under Companies Act, 2013 and the
		applicable accounting standard, namely, Shree Rama (Mauritius) Limited*.
		* The present status of Shree Rama (Mauritius) Limited is shown as 'defunct' by
		the Corporate and Business Registration Department (Mauritius) under respective
		laws. For further details, see "Financial Statements" on page 96
Unaudited	Financial	The unaudited standalone financial results of our Company for the nine months
Results		period ended December 31, 2022 in accordance with Regulation 33 of the SEBI
		Listing Regulations, including the notes thereto.
Issue related terms
Term		Description
Abridged Letter of Offer	The abridged letter of offer to be sent to the Eligible Equity Shareholders of our
/ ALOF		Company with respect to this Issue in accordance with the SEBI ICDR Regulations
		and the Companies Act.
Additional Rights Equity	The Rights Equity Shares applied or allotted under this Issue in addition to the
Shares		Rights Entitlements.
Allot / Allotted /	Unless the context otherwise requires, the allotment of Rights Equity Shares
Allotment		pursuant to the Issue.
Allotment Accounts	The account(s) 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	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)		Persons to whom the Rights Equity Shares are Allotted pursuant to the Issue.
Applicant(s) /		Eligible Equity Shareholder(s) and/or Renouncees who are entitled to make an
Investor(s)		application for the Rights Equity Shares 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 (including online
		application form available for submission of application through the website of the
		SCSBs (if made available by such SCSBs) under the ASBA process) used by an
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	Term			Description
			Investor to make an application for the Allotment of the Rights Equity Shares in
			the Issue.
Application Money		Aggregate amount payable in respect of the Rights Equity Shares applied for in the
			Issue at the Issue Price.
Application Supported		The application (whether physical or electronic) used by an Applicant(s) to make
by Blocked Amount /		an application authorizing the SCSB to block the amount payable on application in
ASBA			their ASBA Account maintained with such SCSB.
ASBA Account		An account maintained with an SCSB and as specified in the Application Form or
			plain paper Application, as the case may be, by the Applicant for blocking the
			amount mentioned in the Application Form or in the plain paper.
Banker to the Issue		Collectively, the Allotment Account Bank(s) to the Issue, in this case being [●].
Banker to the Issue		Agreement dated [●], 2022 entered into by and among our Company, the Registrar
Agreement		to the Issue, the Lead Manager and the Banker to the Issue for receipt of the
			Application Money.
Basis of Allotment		The basis on which the Rights Equity Shares will be Allotted to successful
			applicants in consultation with the Designated Stock Exchange in the Issue and
			which is described in "Terms of the Issue" on page 187.
Controlling Branches /		Such branches of the SCSBs which coordinate with the Lead Manager, the
Controlling Branches of	Registrar to the Issue and the Stock Exchanges, a list of which is available on
the 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, name of the Investor's father/
			husband, investor status, occupation, and bank account details, where applicable.
Designated Branches		Such branch/branches of the SCSBs which shall collect the Application Form or
			the plain paper Application, as the case may be, used by the 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 such other website(s) as may be prescribed by the
			SEBI, from time to time.
Designated Stock		BSE Limited
Exchange
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	This draft letter of offer dated March 22, 2023 filed with SEBI, in accordance with
Offer/DLoF		the SEBI ICDR Regulations, for its observations.
Equity	Shareholder(s)/	The holders of Equity Shares of our Company.
Shareholder(s)
Eligible Equity		Holder(s) of the Equity Shares of our Company as on the Record Date.
Shareholder(s)/ Eligible
Equity Shareholders
Issue / Rights Issue		Issue of up to [●] Rights Equity Shares for cash at a price of ₹ [●] per Rights Equity
			Share, including a share premium of ₹ [●] per Rights Equity Share, for an aggregate
			amount upto ₹ 7,500.00 Lakhs* on a rights basis by our Company, to the Eligible
			Equity Shareholders in the ratio of [●] Rights Equity Share(s) for every [●] Equity
			Share(s) held by the Eligible Equity Shareholders on the Record Date.
			*Assuming full subscription
Issue Agreement		Issue agreement dated March 22, 2023 between our Company and the Lead
			Manager, pursuant to which certain arrangements are agreed to in relation to the
			Issue.
Issue Closing Date		[●]
Issue Opening Date		[●]
Issue Period		The period between the Issue Opening Date and the Issue Closing Date, inclusive
			of both days, during which Applicants/ Investors can submit their Applications, in
			accordance with the SEBI ICDR Regulations.
Issue Price		₹ [●] per Rights Equity Share.
Issue Proceeds		The gross proceeds raised through the Issue.

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