Add Shop E Retail : Letter of offer of Add-Shop E-Retail Limited (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: July 27, 2022

For Eligible Equity Shareholders Only

ADD-SHOPE-RETAIL LIMITED

Add -ShopE-Retail Limited was originally incorporated on August 20, 2013 as "Add-Shop Promotions Private Limited" having its registered office at Shree Ashapura Complex, Shop No. 202, 2nd Floor, Opp. Ahya Commercial Centre, Gondal Road, Rajkot-36002, Gujarat, India, under the provisions of the Companies Act, 1956 bearing Certificate of Incorporation No. U51109GJ2013PTC076482 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Subsequently our Company was converted into a Public Limited Company pursuant to special resolution passed by the shareholders at the Extraordinary General Meeting held on June 11, 2018 and fresh certificate of incorporation consequently upon change of name was issued by Registrar of Companies, Gujarat, Ahmedabad dated June 21, 2018 and name of our Company was changed to Add-Shop Promotions Limited and a fresh certificate of incorporation was issued bearing U51109GJ2013PLC076482. The name of the Company was further changed to Add-ShopE-Retail Limited and a fresh certificate of Incorporation bearing CIN No. L51109GJ2013PLC076482 was issued by Registrar of Companies Ahmedabad, Gujarat

Registered & Corporate office: B-304 Imperial Height 150ft Ring Road Rajkot-360005, Gujarat, India Contact Person: Mr. Nirajkumar Malaviya, Company Secretary & Compliance Officer; Tel No: 0281-2580499E-Mail ID: [e-mail]; Website: www.addshop.co; CIN: L51109GJ2013PLC076482

OUR PROMOTERS:

1. MR. DINESHBHAI BHANUSHANKAR PANDYA (II) MRS. JAYSHREE DINESHBHAI PANDYA

1. MR. JIGAR DINESHKUMAR PANDYA (IV) MR. DEV DINESHBHAI PANDYA (V) MS. DEVIBEN DINESHBHAI PANDYA NEITHER OUR COMPANY OR ANY OF OUR PROMOTERS OR DIRECTORS ARE WILLFUL DEFAULTERS.
   FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY

THE ISSUE

ISSUE OF UPTO 90,56,255 EQUITY SHARES OF FACE VALUE OF ₹10.00/- (RUPEES TEN ONLY) ("RIGHTS EQUITY SHARES") EACH AT A PRICE OF ₹54/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹44/- PER EQUITY SHARE ("ISSUE PRICE") FOR AN AMOUNT AGGREGATING UP TO RS. 48,90,37,770/- ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 (ONE) RIGHTS EQUITY SHARE FOR EVERY 1(ONE) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS (PUBLIC) AS ON THE RECORD DATE, AUGUST 08, 2022 ("THE ISSUE"). FOR FURTHER DETAILS, KINDLY REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE 124 OF THIS LETTER OF OFFER.

WILFUL DEFAULTER OR A FRAUDULENT BORROWER

Neither our Company nor our Promoters or any of our Directors have been or are identified as Willful Defaulter and/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 Reserve Bank of India.

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 offering. For taking an investment decision, investors shall rely on their own examination of the issuer and the offer including the risks involved. The Right Equity Shares being offered in this 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 document. Specific attention of investors is invited to the statement of "Risk factors" beginning on page no. 20 of this Letter of Offer.

ISSUER'S ABSOLUTE RESPONSIBILITY

The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the issuer and the issue, which is material in the context of the issue, and that the information contained in the 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 document 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 of our Company are listed on BSE Limited ("BSE"). Our Company has received "in-principle" approval from BSE for listing of the Rights Equity Shares to be allotted in this Issue pursuant to letter dated July 01,2022. For the purpose of this issue, BSE shall be the Designated Stock Exchange.

	LEAD MANAGER TO THE ISSUE			REGISTRAR TO THE ISSUE
	FINSHORE MANAGEMENT SERVICES LTD			CAMEO CORPORATE SERVICES LTD
	Anandlok", Block-A, 2nd Floor, Room No. 207, 227 A.J.C Bose Road,		"Subramanian Building", No. 1, Club House Road, Chennai - 600 002, India
	Kolkata-700020, West Bengal				Tel No: [phone]
	Telephone: 033 - 22895101				Fax: [phone]
	Email: [e-mail]				Email: [e-mail]
	Website: www.finshoregroup.com				Investor Grievance Email Id: [e-mail]
	Investor Grievance: [e-mail]				Contact Person: Ms. K Sreepriya
	Contact Person: Mr. S. Ramakrishna Iyengar				Website: www.cameoindia.com
	SEBI Registration No: INM000012185				SEBI Registration Number: INR000003753
	CIN No: U74900WB2011PLC169377				CIN No: U67120TN1998PLC041613
			ISSUE PROGRAMME*
	ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION**	ISSUE CLOSES ON***
	AUGUST 17, 2022		AUGUST 24, 2022		AUGUST 30, 2022

*Pursuant to the January 22 - Rights Issue Circular, SEBI has introduced the concept of credit of Rights Entitlements into the demat accounts of the Eligible Equity Shareholders, which can be renounced by them by way of On Market Renunciation or Off Market renunciation. Further, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made only in dematerialised form.

**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 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 30 days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

		TABLE OF CONTENT
		PARTICULARS				PAGE No.
		SECTION I: GENERAL
		Definitions and Abbreviations	1-10
		Notice to Investors	11-14
		Certain Conventions, Use of Financial Industry & Market Data, And Currency Presentation	15-16
		Forward Looking Statements	17
		SECTION II: SUMMARY OF LETTER OF OFFER
		Summary of Letter of Offer	18-19
		SECTION III: RISK FACTORS
		Risk Factors			20-31
		SECTION IV: INTRODUCTION
		Issue Detail in Brief	32
		General Information	33-36
		Capital Structure	36-37
		SECTION V: PARTICULARS OF THE ISSUE
		Objects of The Issue	38-41
		Statement of Possible Tax Benefits	42
		SECTION VI: ABOUT THE INDUSTRY, COMPANY AND MANAGEMENT
		Industry Overview	43-52
		Our Business	53-62
		Our Management	63-68
		SECTION VII: FINANCIAL INFORMATION
		The Statutory Auditor's Report and the Un-Audited Financial Statements for the period ended June
		30,2021 and Un-Audited financial statements for the period ended June 30, 2022 as reported to Stock	69-72
		Exchange
		The Statutory Auditor's Report and the Audited Financial Statements for the year ended March 31,2021	73-108
		and Audited financial statements for the year March 31, 2022 as reported to Stock Exchange
		Statement of Accounting Ratios	109
		Management's Discussion and Analysis of Financial Conditions and Result of Operations	110-113
		SECTION VIII: LEGAL AND OTHER INFORMATION
		Outstanding Litigation, Defaults and Material Development	114-115
		Government Approvals	115-118
		Other Regulatory and Statutory Disclosures	119-123
		SECTION IX: ISSUE INFORMATION
		Terms of The Issue	124-157
		Restriction of Foreign Ownership of Indian Securities	158-159
		SECTION X: STATUTORY AND OTHER INFORMATION
		Material Contracts and Documents for Inspection	160
		Declaration		161

SECTION I: DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the respective meanings given below. References to statutes, regulations, rules, guidelines and policies will be deemed to include all amendments and modifications thereto as amended from time to time.

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in this Letter of Offer, and references to any statute or regulations or policies will include any amendments or re- enactments thereto, from time to time.

General Terms

		TERMS						DESCRIPTIONS
	"Add-Shop		E-Retail		Unless the context otherwise indicates or implies, "Add-ShopE-Retail Limited", a
	Limited",	"Add-Shop",		public limited company incorporated under the provision of Companies Act, 1956
	"ASRL" "The Company",		and having its Registered Office at B-304, Imperial Height, 150 ft Ring Road,
	"Our	Company",	or		Rajkot, Gujarat-360005, India.
	"Issuer"
	"We", "Our", or "us"					Unless the context otherwise indicates or implies, refers to our Company together
					with our Subsidiaries and Associates
	Our	Promoters	or		The promoters of our company being (I) Mr. Dineshbhai Bhanushankar Pandya
	Promoters	of		the		(II)Mrs. Jayshree Dineshbhai Pandya (III) Mr. Jigar Dineshkumar Pandya
	Company							(IV) Mr. Dev Dineshbhai Pandya (V) Ms. Deviben Dineshbhai Pandya
									Includes such persons and entities constituting the promoter group of our Company
	Promoter Group						in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018 and as
									disclosed by our Company to the Stock Exchange from time to time
Conventional Terms
		TERMS						DESCRIPTIONS
	ACIT								Assistant Commissioner of Income Tax.
									The alternative investment funds, as defined in, and registered with SEBI under the
	AIF(s)								Securities and Exchange Board of India (Alternative Investment Funds)
									Regulations, 2012.
	Air Act, 1981						Air (Prevention and Control of Pollution) Act, 1981.
	Category	I	Foreign		FPIs who are registered as "Category I foreign portfolio investor" under the SEBI
	Portfolio Investor(s)					FPI Regulations.
	Category	II	Foreign		FPIs who are registered as "Category II foreign portfolio investor" under the SEBI
	Portfolio Investor(s)					FPI Regulations.
	Category	III	Foreign		FPIs who are registered as "Category III foreign portfolio investor" under the SEBI
	Portfolio Investor(s)					FPI Regulations.
									Companies Act, 1956 (without reference to the provisions thereof that have ceased
	Companies Act, 1956					to have effect upon notification of the sections of the Companies Act, 2013) along
									with the relevant rules made there under.
	Companies							Companies Act, 2013, to the extent in force pursuant to the notification of sections
	Act/Companies Act, 2013		of the Companies Act, 2013, along with the relevant rules made there under.
	Competition Act						The Competition Act, 2002.
									Consolidation FDI Policy dated October 15, 2020, issued by the Department of
	Consolidated FDI Policy		Industrial Policy and Promotion, Ministry of Commerce and Industry, Government
		of India, and any modifications thereto or substitutions thereof, issued from time to
									time.
	CST Act							Central Sales Tax Act, 1956.
	FCNR Account						Foreign currency non-resident account.
	FEMA								Foreign Exchange Management Act, 1999, read with rules and regulations there
								under.
	FEMA Regulations					Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
					Outside India) Regulations 2000.
	FII(s)								Foreign Institutional Investors as defined under the SEBI FPI Regulations.
	Financial	Year/	Fiscal/				Period of twelve (12) months ended March 31 of that particular year, unless
	Fiscal Year/F.Y.						otherwise stated.

Page 1 of 161

	TERMS					DESCRIPTIONS
	Foreign Portfolio Investor		Foreign Portfolio Investors, as defined under the SEBI FPI Regulations and
	or FPI						registered with SEBI under applicable laws in India.
	Fugitive	economic		"Fugitive economic offender" shall mean an individual who is declared a fugitive
	offender						economic offender under section 12 of the Fugitive Economic Offenders Act, 2018
						(17 of 2018)
	FVCI						Foreign Venture Capital Investor, registered under the FVCI Regulations.
	FVCI Regulations					Securities and Exchange Board of India (Foreign Venture Capital Investors)
					Regulations, 2000.
	Hazardous	Waste	Rules,		Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules,
2008					2008.
	Income Tax Act or the		The Income Tax Act, 1961.
	I.T. Act
							New Indian Accounting Standards notified by Ministry of Corporate Affairs on
	Ind AS						February 16, 2015, applicable from Financial Year commencing April 1, 2016, as
							amended.
	LLP Act						The Limited Liability Partnership Act, 2008.
	Notified Sections					The sections of the Companies Act, 2013, that have been notified by the
					Government as having come into effect prior to the date of this Letter of Offer.
	NRE Account					Non-resident external account.
	NRO Account					Non-resident ordinary account.
	RBI Act						Reserve Bank of India Act, 1934.
	SCRA						Securities Contracts (Regulation) Act, 1956.
	SCRR						Securities Contracts (Regulation) Rules, 1957.
	SEBI						The Securities and Exchange Board of India, constituted under the SEBI Act.
	SEBI Act						Securities and Exchange Board of India Act, 1992.
	SEBI Takeover					Securities and Exchange Board of India (Substantial Acquisition of Shares and
	Regulations						Takeovers) Regulations, 2011.
	SEBI VCF Regulations				The erstwhile Securities and Exchange Board of India (Venture Capital Funds)
				Regulations, 1996.
	Securities Act					U.S. Securities Act of 1933, as amended.
	State Government					The government of a state of the Union of India.
	STT						Securities Transaction Tax.
	Sub-account					Sub-accounts registered with SEBI under the SEBI FII Regulations other than sub-
					accounts which are foreign corporate or foreign individuals.
	VCFs						Venture Capital Funds as defined and registered with SEBI under the SEBI VCF
						Regulations.
	Water Act, 1974					Water (Prevention and Control of Pollution) Act, 1974.
Issue Related Terms
	TERMS					DESCRIPTIONS
	"Abridged	Letter	of		Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to
		this Issue in accordance with the provisions of the SEBI ICDR Regulations and the
	Offer" or "ALOF"			Companies Act, 2013.
	"Allot", "Allotment" or		Allotment of Rights Equity Shares pursuant to this Issue.
	"Allotted"
					The accounts opened with the Bankers to this Issue, into which the Application Money
					lying credit to the Escrow Account and amounts blocked by Application Supported by
	"Allotment Accounts"		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 Date"			Date on which the Allotment shall be made pursuant to this Issue.
	"Allottee(s)"			Person(s) who shall be Allotted Rights Equity Shares pursuant to the Allotment.
					Application made through (i) submission of the Application Form or plain paper
	"Application"			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.
							Page 2 of 161

	TERMS			DESCRIPTIONS
	"Application Form"		The form used by an Investor to make an application for the Allotment of Rights Equity Shares
		in the Issue.
	"Applicant(s)"	or		Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to apply or make
	"Investor(s)"			an application for the Rights Equity Shares pursuant to this Issue in terms of this Letter
			of Offer.
						The number of Equity Shares applied for and as indicated in the Application Form
	Application Amount		multiplied by the price per Equity Share payable by the Applicants on submission of
						the Application Form.
	Acknowledgement Slip		The slip or document issued by the Designated Intermediary to an Applicant as proof
						of having accepted the Application Form.
	Allot/Allotment/Allott		Unless the context otherwise requires, allotment of the Equity Shares pursuant to the
	ed of Equity Shares		Issue of Equity Shares to the successful Applicants.
						Note or advice or intimation of Allotment sent to the Applicants who have been allotted
	Allotment Advice			Equity Shares after the Basis of Allotment has been approved by the Designated Stock
						Exchange.
						The form in terms of which an Applicant shall make an Application and which shall be
	Application Form			considered as the application for the Allotment pursuant to the terms of this Letter of
						Offer.
	Application Supported		An application, whether physical or electronic, used by ASBA Bidders, to make a Bid
	by		Blocked
	Amount/ASBA			authorizing a SCSB to block the Bid Amount in the ASBA Account.
	ASBA Account			A bank account maintained with an SCSB and specified in the ASBA Form submitted
			by Applicants for blocking the Bid Amount mentioned in the ASBA Form
	ASBA Applicant(s)		Any prospective investors in this Issue who apply for Equity Shares of our Company
		through the ASBA process in terms of this Letter of Offer.
	ASBA Forms			An application form, whether physical or electronic, used by ASBA Applicants, which
			will be considered as the application for Allotment in terms of the Letter of Offer.
	ASBA		Application		Such Branches of the SCSBs which shall collect the Application Forms used by the
	Location(s)/Specified		Applicants applying through the ASBA process and a list of which is available on
	Cities					www.sebi.gov.in/pmd/scsb.pdf
						Bank which are clearing members and registered with SEBI as banker to an issue and
	Banker to the Issue		with whom the Rights Issue Account will be opened, in this case being "ICICI Bank
						Limited"
	Banker	to	the	Issue		Agreement dated July 05, 2022 entered into amongst the Company, Lead Manager, the
	Agreement				Registrar and the Banker of the Issue.
						The basis on which the Equity Shares will be Allotted to successful Applicants in
	Basis of Allotment		consultation with the Designated Stock Exchange under the Issue, as described in the
						Section "Terms of the Issue" beginning on page no. 124 of this Letter of Offer.
	Business Day			Monday to Saturday (except 2nd & 4th Saturday of a month and public holidays).
	BSE					BSE Limited
	CAN or	Confirmation		The note or advice or intimation sent to each successful Applicant indicating the Equity
	of Allocation Note		Shares which will be Allotted, after approval of Basis of Allotment by the Designated
		Stock Exchange.
	Client ID				Client Identification Number maintained with one of the Depositories in relation to
				demat account.
	Collection Centers		Centers at which the Designated Intermediaries shall accept the ASBA Forms.
						A depository participant as defined under the Depositories Act, 1996, registered with
	Collecting	Depository		SEBI and who is eligible to procure Applications at the Designated CDP Locations in
	Participant or CDP		terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,
						issued by SEBI.
						Such branches of the SCSBs which coordinate Applications under this Issue made by
	Controlling	Branches		the Applicants with the Lead Manager, the Registrar to the Issue and the Stock
	of SCSBs				Exchanges, a list of which is provided on http://www.sebi.gov.inor at such other
						website as may be prescribed by SEBI from time to time.
	Demographic Details		The demographic details of the Applicants such as their Address, PAN, Occupation and
		Bank Account details.
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