AMAL : Draft Offer Document filed with SEBI)

Draft Letter of Offer

January 27, 2023

For Equity Shareholders of our Company only

AMAL LIMITED

Amal Limited was incorporated as a public limited company under the Companies Act, 1956 as "Piramal Rasayan Limited" vide a certificate of incorporation dated July 4, 1974 issued by the Registrar of Companies, Maharashtra Subsequently, the name of our Company was changed to "Amal Rasayan Limited" and a fresh certificate of incorporation was issued by the Registrar of Companies, Maharashtra at Bombay (the "RoC") on November 10, 1986. The name of our Company was further changed to "Amal Products Limited" and a fresh certificate of incorporation was issued by the RoC on November 23, 1995. The name of our Company was further changed to "Amal Limited" pursuant to a fresh certificate of incorporation issued by the Registrar of Companies, Maharashtra at Mumbai on September 11, 2003. For details relating to change in the registered office address of our Company, please see "General Information" on page 34 of this Draft Letter of Offer.

Registered office: 309, Veer Savarkar Marg, Opposite India United Mills, Near Prabhadevi Telephone Exchange, Dadar (West), Mumbai - 400

028, Maharashtra

Corporate identity no.: L24100MH1974PLC017594

Telephone: [phone]

Contact Person: Mr Ankit Mankodi, Company Secretary and Compliance Officer

E-mail:[e-mail]; Website:www.amal.co.in

PROMOTERS OF OUR COMPANY

MR. SUNIL LALBHAI, MRS. VIMLABEN LALBHAI, MS. SWATI LALBHAI AND MS. TARAL LALBHAI

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY

ISSUE OF UP TO [●] EQUITY SHARES WITH A FACE VALUE OF ₹ 10 EACH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ [●] PER EQUITY SHARE) ("RIGHTS EQUITY SHARES") FOR AN AMOUNT AGGREGATING

UPTO ₹ 4,995* LAKHS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF AMAL LIMITED (THE "COMPANY" OR THE "ISSUER") IN THE RATIO OF [●] RIGHTS EQUITY SHARE FOR EVERY [●] FULLY PAID-UP EQUITY SHARE HELD BY SUCH ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●] (THE "ISSUE").

*Assuming full subscription

THE ISSUE PRICE OF EACH RIGHTS EQUITY SHARE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARE.

FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 134.

WILFUL DEFAULTERS OR FRAUDULENT BORROWERS

Neither our Company, our Promoters nor Directors are categorised as Wilful Defaulters or Fraudulent Borrowers

GENERAL RISKS

Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this 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 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 being offered in this Issue have not been recommended or approved by Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Letter of Offer. Investors are advised to refer to "Risk Factors" on page 17 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, 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 of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The equity shares of Amal Limited are listed on the BSE Limited ("BSE"). We have received "in-principle" approval from BSE for listing the Rights Equity Shares arising from the Issue vide its letter dated [●]. Our Company will also make application to BSE to obtain 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 purposes of the Rights Issue, the Designated Stock Exchange is BSE.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
Keynote Financial Services Limited	Link Intime India Private Limited
The Ruby, 9th Floor,	C101, 247 Park,
Senapati Bapat Marg, Dadar (West),	LBS Marg, Vikhroli (West),
Mumbai - 400 028	Mumbai - 400 083
Tel: [phone] - 3	Tel: [phone]
E-mail:[e-mail]	E-mail:[e-mail]
Website:www.keynoteindia.net	Website: www.linkintime.co.in
Contact Person: Mr. Sunu Thomas	Contact Person: Mr. Sumeet Deshpande
SEBI Registration No.: INM 000003606	SEBI Registration No.: INR000004058

ISSUE PROGRAMME

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

TABLE OF CONTENTS
SECTION I - GENERAL INFORMATION	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	8
PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA	10
FORWARD LOOKING STATEMENTS	12
SECTION II - LETTER OF OFFER SUMMARY	14
SECTION III - RISK FACTORS	17
SECTION IV - INTRODUCTION	33
THE ISSUE	33
GENERAL INFORMATION	34
CAPITAL STRUCTURE	38
SECTION V - PARTICULARS OF THE ISSUE	44
OBJECTS OF THE ISSUE	44
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS	49
SECTION VI - ABOUT THE COMPANY	52
INDUSTRY OVERVIEW	52
OUR BUSINESS	57
OUR MANAGEMENT	63
SECTION VII - FINANCIAL INFORMATION	71
FINANCIAL STATEMENTS	71
ACCOUNTING RATIOS	117
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	118
SECTION VIII - LEGAL AND OTHER INFORMATION	123
OUTSTANDING LITIGATIONS AND DEFAULTS	123
GOVERNMENT AND OTHER APPROVALS	125
OTHER REGULATORY AND STATUTORY DISCLOSURES	126
SECTION IX - OFFERING INFORMATION	134
TERMS OF THE ISSUE	134
SECTION X - OTHER INFORMATION	167
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	167
DECLARATION	168

SECTION I - GENERAL INFORMATION

DEFINITIONS AND ABBREVIATIONS

In this Draft Letter of Offer, unless the context otherwise requires, the terms defined and abbreviations expanded herein below shall have the same meaning as stated in this section and references to any statute or regulations or acts or policies shall include amendments thereto, from time to time.

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, the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in "Statement of Possible Special Tax Benefits" and "Financial Statements" beginning on pages 49 and 71, respectively, shall have the meaning given to such terms in such sections.

In this Draft Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to "Amal Limited", "Amal", the/ our "Company", "we", "our", "us" or similar terms shall mean Amal Limited and references to "you" shall mean the equity shareholders and/ or prospective investors in the Equity Shares.

Conventional and general terms/ Abbreviations/ Company related and Industry related terms

Term		Description
"Amal" or "Amal" or "the	Amal Limited, a public limited company incorporated under the provisions of
Company",	or	"the	the Companies Act, 1956, as amended and having its registered office at 309,
Resulting Company", or	Veer Savarkar Marg, Opposite India United Mills, Near Prabhadevi Telephone
"our Company"		Exchange, Dadar (West), Mumbai - 400 028, Maharashtra, India.
"We" or "us" or "our"	Unless the context otherwise indicates or implies, refers to Amal Limited
₹ / Rs ./ Rupees / INR	Indian Rupees
AIF(s)			Alternative Investment Funds, as defined and registered with SEBI under the
			Securities and Exchange Board of India (Alternative Investment Funds)
			Regulations, 2012
Articles of Association or	The articles of association of our Company, as amended from time to time
AOA or Articles
ASBA			Application Supported by Blocked Amount
AY			Assessment Year
AO			Assessing Officer, Income Tax
ACIT			Assistant Commissioner of Income Tax
AGM			Annual General Meeting
Auditor / Statutory	The statutory auditors of our Company i.e., Deloitte Haskins & Sells LLP,
Auditor			Chartered Accountants
BIFR			Board for Industrial and Financial Reconstruction
Board of Directors / Board	Board of Directors of our Company, including any committees thereof
BSE			BSE Limited
CAGR			Compounded Annual Growth Rate
CDP			Collecting Depository Participant
Capital or Share capital	Share capital of our Company
CARO			Companies Auditor's Report Order
CDSL			Central Depository Services (India) Limited
CIN			Corporate Identity Number
Companies Act			The Companies Act, 1956 or Companies Act, 2013 and rules framed thereunder,
			as applicable
Consolidated		Audited	The consolidated audited financial statements of our Company and our
Financial Statements	subsidiary company, for the year ended March 31, 2022 prepared in accordance
			with Ind AS which comprises the consolidated Balance Sheet as at March 31,
			2022, the consolidated Statement of Profit and Loss, including Other
			Comprehensive Income, the consolidated Statement of Cash Flows and the
			1

		Term	Description
					Statement of Changes in Equity for the year ended March 31, 2022 and notes to
					the financial statements, including a summary of significant accounting policies
					and other explanatory information
Consolidated		Unaudited	The limited reviewed consolidated unaudited financial results of our Company
Financial Results	for the six months ended September 30, 2022 prepared in accordance with
					Regulation 33 of SEBI (LODR) Regulations, 2015, as amended
COVID-19			A public health emergency of international concern as declared by the World
					Health Organisation on January 30, 2020 and a pandemic on March 11, 2020
Client ID			Client Identification Number of the Bidders Beneficiary Account
Copyright Act			The Copyright Act, 1957
CPC					The Code of Civil Procedure, 1908
CrPC				The Code of Criminal Procedure, 1973
CSR					Corporate Social Responsibility
CTS					Cheque Truncation System
Depository(ies)		CDSL and NSDL 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
Depositories Act	The Depositories Act, 1996 and amendments thereto
DIN					Director Identification Number
DIPP				Department of Industrial Policy and Promotion
DP ID				Depository Participant's identity
Director			Director of our Company, unless otherwise specified otherwise
DP		or	Depository	Depository Participant as defined under the Depositories Act
Participant
EBIT				Earnings Before Interest and Tax
EBITDA			Profit/(loss) after tax for the relevant period adjusted for income tax expense,
					finance costs, depreciation and amortisation expense, as presented in the
					statement of profit and loss
EGM				Extra-ordinary General Meeting
Eligible Shareholder(s)	Eligible holder(s) of the equity shares of Amal Limited as on the Record Date
EPS					Earnings Per Share
EPF Act			The Employees' Provident Funds and Miscellaneous Provisions Act, 1952
FCNR Account		Foreign currency non-resident account
FDI Circular 2020	Consolidated FDI Policy dated October 15, 2020 issued by the Department for
					Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
					Government of India
FEMA				Foreign Exchange Management Act, 1999, together with rules and regulations
					thereunder
FEMA Rules			Foreign Exchange Management (Non-debt Instruments) Rules, 2019
FPI	//	Foreign	Portfolio	Foreign Portfolio Investor
Investor
Fugitive		Economic	An individual who is declared a fugitive economic offender under Section 12 of
Offender			the Fugitive Economic Offenders Act, 2018
FVCI				Foreign venture capital investors as defined under and registered with SEBI
					pursuant to the Securities and Exchange Board of India (Foreign Venture Capital
					Investors) Regulations, 2000
GDP					Gross Domestic Product
GIDC				Gujarat Industrial Development Corporation
GoI	or	Government or	Government of India
Central Government
GST					Goods and Services Tax
H2SO4				Sulphuric Acid
Holding Company	Atul Limited, which is the holding company by virtue of control
					2

Term		Description
HUF		Hindu Undivided Family
IBC		Insolvency and Bankruptcy Code, 2016
ICD		Inter Corporate Deposits
IFRS		International Financial Reporting Standards
Ind AS		Indian Accounting Standards prescribed under Section 133 of the Companies
		Act, 2013, as notified under Companies (Indian Accounting Standards) Rules
		2015, as amended
Independent	Auditor's	The report given by the Statutory Auditors of the Company for the Audited
Report		Financial Statements
Independent Director	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, see "Our
		Management" beginning on page 63 of this DLOF
Indian GAAP/ I-GAAP	Accounting Standards prescribed under Section 133 of the Companies Act, 2013
		read with Companies (Accounting Standards) Rules, 2014, as amended
IT Act		The Income Tax Act, 1961 and amendments thereto
ITAT		Income Tax Appellate Tribunal
Key Managerial		The key managerial personnel of our Company as per the definition provided in
Personnel		Regulation 2(1)(bb) of the SEBI ICDR Regulations
Kgs		Kilograms
LLP		Limited Liability Partnership
Materiality threshold	Materiality threshold adopted by our Company in relation to the disclosure of
		outstanding litigation, including tax litigation, violation of statutory regulations,
		involving our Company where the amount involved in each litigation exceeds
		5% of the profit after tax of our Company as per the Consolidated Audited
		Financial Statements for the FY 2021-22, which is determined to be ₹ 5.5511
		Lakh
MCA		Ministry of Corporate Affairs
MCLR		Marginal Cost of Funds Based Landing Rate
Memorandum	or	Memorandum of Association of our Company, as amended from time to time
Memorandum	of
Association or MOA
MSMED Act		Micro, Small and Medium Enterprises Development Act, 2006
NACH		National Automated Clearing House which is a consolidated system of ECS
NAV		Net Asset Value per share
NBFC(s)		Non-Banking Financial Company(ies)
NEFT		National Electronic Fund Transfer
NR/Non- Resident	A person resident outside India, as defined under the FEMA and includes an
		NRI; FPIs and FVCIs registered with SEBI
NRE Account		Non-resident external account
NRI		Non-resident Indian
NRO Account		Non-resident ordinary account
NSDL		National Securities Depository Limited
NSE		National Stock Exchange of India Limited
OCB/ Overseas Corporate	A company, partnership, society or other corporate body owned directly or
Body		indirectly to the extent of at least 60% by NRIs including overseas trusts, in
		which not less than 60% of beneficial interest is irrevocably held by NRIs
		directly or indirectly and which was in existence on October 3, 2003 and
		immediately before such date had taken benefits under the general permission
		granted to OCBs under FEMA
p.a.		Per Annum
PAN		Permanent Account Number
PAT		Profit After Tax
PBT		Profit Before Tax
		3