1 & / 5(6($5&+ $1' ),1$1&,$/ 6(59,&(6 /,0,7('

Letter of Offer May 2, 2022

For Eligible Equity Shareholders only

N.C.L. RESEARCH AND FINANCIAL SERVICES LIMITED

Corporate Identification Number: L65921MH1985PLC284739

Our Company was originally incorporated as "Navneet Commercial Company Limited" on February 4, 1985 under the Companies Act, 1956, vide Certification of Incorporation bearing registration number 7001 of 1985 issued by the Registrar of Companies, Uttar Pradesh, Kanpur. We received Certificate of Commencement of Business dated April 15, 1985 issued by the Registrar of Companies, Uttar Pradesh, Kanpur. Subsequently, the name of our Company was changed to "N.C.L. Research And Financial Services Limited" and a fresh Certificate of Incorporation consequent upon change of name was issued on September 9, 1992 by the Registrar of Companies, Uttar Pradesh, Kanpur.

Registered Office: 3rd Floor, Bhagyodaya Building, 79 Nagindas Master Road, Fort, Mumbai - 400023, Maharashtra, India Tel: +91 22 2270 3249; Website: ; E-mail: ncl.research@ Contact Person: Priya Mittal, Company Secretary and Compliance Officer

PROMOTER OF OUR COMPANY: MR. VIJAY J. PODDAR

FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY

WILFUL DEFAULTER OR A FRAUDULENT BORROWER

Neither our Company nor our Promoter or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrower.

ISSUE OF UP TO 48,86,28,000 EQUITY SHARES WITH A FACE VALUE OF ` 1/- EACH ("RIGHTS EQUITY SHARES") FOR CASH AT A

PRICE OF `1/- PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF `NIL PER RIGHTS EQUITY SHARE) FOR AN AMOUNT

AGGREGATING UPTO `4,886.28 LAKHS ON RIGHTS BASIS IN THE RATIO OF 21 RIGHTS EQUITY SHARES FOR EVERY 25 FULLY

PAID UP EQUITY SHARES) HELD BY THE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. MAY 9, 2022 . THE ISSUE PRICE

IS 1 TIME OF THE FACE VALUE OF THE RIGHTS EQUITY SHARES.

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 of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For

making 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 neither been recommended nor approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the

accuracy or adequacy of this Letter of Offer. Specific attention of the Investors is invited to the section "Risk Factors" on page 19 before making

an investment in the Issue.

ISSUER'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 the Issue, which is material in the context of the 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 such information or the expression of any such opinions or intentions

misleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed on the BSE Limited ("BSE") the ("Stock Exchange"). Our Company has received "in-principle"

approvals from BSE for listing the Rights Equity Shares through their letter dated April 11, 2022. For the purposes of the Issue, the Designated Stock

Exchange is BSE.

LEAD MANAGER TO THE ISSUE

REGISTAR TO THE ISSUE

INVENTURE MERCHANT BANKER SERVICES PRIVATE LIMITED PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED

2nd Floor, Viraj Tower, Nr. Andheri Flyover (North End),

9, Shiv Shakti Industrial Estate, J. R. Boricha Marg,

Western Express Highway, Andheri (East),

Opp. Kasturba Hospital Lane, Lower Parel (E),

Mumbai ? 400 069, Maharashtra, India.

Mumbai ? 400011, Maharashtra, India

Tel No: +91 22 4075 1500

Tel No.: +91 22 2301 2518 / 8261

Email: compliance@

Email: support@

Investor Grievance Email: redressal@

Investor Grievance Email: support@

Website:

Website:

SEBI Registration No: INM000012003

SEBI Registration No: INR000001112

Contact Person: Arvind Gala

Contact Person: Deepali Dhuri, Compliance Officer

ISSUE PROGRAMME

ISSUE OPENS ON

LAST DATE FOR ON MARKET RENUNCIATION*

ISSUE CLOSES ON#

MONDAY, MAY 16, 2022

MONDAY, MAY 23, 2022

FRIDAY, MAY 27, 2022

* 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 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.

N.C.L. Research And Financial Services Limited ?Letter of Offer

[This page is intentionally left blank] 2

N.C.L. Research And Financial Services Limited ?Letter of Offer

INDEX

INDEX ................................................................................................................................................................................. 3 SECTION I ? GENERAL .................................................................................................................................................. 4

DEFINITIONS AND ABBREVIATIONS ....................................................................................................................... 4 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION..................................................................................................................................................... 14 FORWARD-LOOKING STATEMENTS ...................................................................................................................... 15 SECTION II - SUMMARY OF THE OFFER DOCUMENT....................................................................................... 16 SECTION III - RISK FACTORS.................................................................................................................................... 19 SECTION IV ? INTRODUCTION ................................................................................................................................. 27 THE ISSUE .................................................................................................................................................................... 27 SUMMARY FINANCIAL INFORMATION................................................................................................................. 28 GENERAL INFORMATION ......................................................................................................................................... 32 CAPITAL STRUCTURE ............................................................................................................................................... 36 OBJECTS OF THE ISSUE............................................................................................................................................. 38 STATEMENT OF TAX BENEFITS .............................................................................................................................. 42 SECTION IV: ABOUT THE COMPANY ..................................................................................................................... 43 INDUSTRY OVERVIEW .............................................................................................................................................. 43 OUR BUSINESS ............................................................................................................................................................ 47 OUR MANAGEMENT .................................................................................................................................................. 51 OUR PROMOTER ......................................................................................................................................................... 59 DIVIDEND POLICY ..................................................................................................................................................... 60 SECTION V ? FINANCIAL INFORMATION ............................................................................................................. 61 FINANCIAL STATEMENTS ........................................................................................................................................ 61 RESTATED FINANCIAL STATEMENTS................................................................................................................... 65 STOCK MARKET DATA FOR EQUITY SHARES..................................................................................................... 93 OTHER INFORMATION .............................................................................................................................................. 95 STATEMENT OF ACCOUNTING AND OTHER RATIOS ........................................................................................ 95 MATERIAL DEVELOPMENTS ................................................................................................................................... 97 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................................................................................................... 98 SECTION VI ? LEGAL AND OTHER INFORMATION.......................................................................................... 106 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................................. 106 GOVERNMENT AND OTHER APPROVALS .......................................................................................................... 110 OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................... 112 SECTION VII ? ISSUE RELATED INFORMATION ............................................................................................... 116 TERMS OF THE ISSUE .............................................................................................................................................. 116 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................ 142 SECTION IX ? OTHER INFORMATION .................................................................................................................. 144 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................................... 144 DECLARATION .......................................................................................................................................................... 145

3

N.C.L. Research And Financial Services Limited ?Letter of Offer

SECTION I ? GENERAL DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below. 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 Letter of Offer, but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.

Company Related Terms

Term "N.C.L. Research And Financial Services Limited", "BLL" or "our Company" or "the Issuer' "we", "us", or "our" Annual Financial Statements

AOA/Articles / Articles of Association Board/ Board of Directors / Our Board

Description Unless the context otherwise requires, refers to N.C.L. Research And Financial Services Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at 3rd Floor, Bhagyodaya Building, 79 Nagindas Master Road, Fort, Mumbai 400023, Maharashtra, India. Unless the context otherwise indicates or implies, our Company. The audited financial statements of the Company as at and for the financial years ended March 31, 2021, March 31, 2020 and March 31, 2019, which comprises the balance sheet as at March 31, 2021, March 31, 2020 and March 31, 2019, respectively, 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 year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information. Unless the context otherwise requires, refers to the Articles of Association of our Company, as amended from time to time.

The Board of Directors of our Company, including all duly constituted Committees thereof.

Director(s)

Equity Shareholders Equity Shares/Shares

Financial Statements

Limited Review Independent Directors

Promoter Group

Promoter Registered Office

Registrar of Companies / RoC Statutory Auditor

Director(s) on the Board of our Company, as appointed from time to time, unless otherwise specified. The holders of the Equity Shares. The equity shares of our Company of a face value of `1.00 each unless otherwise specified in the context thereof. Restated Financial Statements for FY 2019, FY 2020 and FY 2021 and Interim Audited Financial Statements for 9 months period ended December 31, 2021. Limited Reviewed Financial Results for the 9 months period ended December 31, 2021 Independent Directors on our Board, and 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, see "Our Management" beginning on page 51. Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1)(pp) of the SEBI (ICDR) Regulations. Vijay J. Poddar The registered office of our Company situated at 3rd Floor, Bhagyodaya Building, 79 Nagindas Master Road, Fort, Mumbai - 400023, Maharashtra, India. Registrar of Companies, Mumbai, Maharashtra

The Statutory Auditor of our Company, being M/s. DBS & Associates, Chartered Accountants.

4

N.C.L. Research And Financial Services Limited ?Letter of Offer

Issue Related Terms

Term

Description

Abridged Letter of Offer / Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to the

ALOF

Issue in accordance with the provisions of 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 Rights

Shares

Entitlement.

Allot / Allotment /Allotted Allotment of Rights Equity Shares pursuant to the Issue

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) who are Allotted Rights Equity Shares pursuant to the Allotment

Applicant(s) / Investor(s) Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an application

for the Rights Equity Shares pursuant to the Issue in terms of the 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

through the website of the SCSBs (if made available by such SCSBs) under the ASBA

process) used by an Applicant to make an application for the Allotment of Rights Equity

Shares in this Issue.

Application Money

Aggregate amount payable 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 an

Blocked Amount / ASBA application authorizing the SCSB to block the Application Money in an ASBA account

maintained with the SCSB

ASBA Account

An account maintained with SCSBs 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 Application

ASBA Applicant(s) /

Eligible Equity Shareholders who make an application to subscribe to the Issue through

ASBA

ASBA process.

Investor

Bankers to the Issue/

Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in this case

Public Issue Bank

being Axis Bank Account.

Banker to the Issue

Agreement to be entered into by and among our Company, the Registrar to the Issue, the

Agreement

Lead Manager and the Banker(s) to the Issue for collection of the Application Money from

Applicants/Investors, transfer of funds to the Allotment Account and where applicable,

refunds of the amounts collected from Applicants/Investors, on the terms and conditions

thereof

Controlling Branches / Such branches of the SCSBs which coordinate with the Lead Managers, the Registrar to the

Controlling Branches of Issue and the Stock Exchanges, a list of which is available on SEBI updated from time to

the SCSBs

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 Applications, as the case may be, used

by the ASBA Investors and a list of which is available on the website of SEBI and/or such

other website(s) as may be prescribed by the SEBI from time to time

Designated

Stock BSE Limited

Exchange

Draft Letter of Offer

The draft letter of offer dated March 16, 2022 filed with BSE Limited in accordance with

the SEBI ICDR Regulations

Escrow Collection Bank Bank(s) which are clearing members and registered with SEBI as bankers to an issue and

with whom the Rights Issue Account and Refund Account will be opened, in this case being,

Axis Bank Limited.

Eligible

Equity Holder(s) of the Equity Shares as on the Record Date

Shareholders

5

 ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download