Consolidated Finvest & : General updates

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a public shareholder of Consolidated Finvest & Holdings Limited as on the Specified Date (defined herein below) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended (the "SEBI Delisting Regulations"). If the Public Shareholders require any clarifications regarding, the actions to be taken, they may consult their stock brokers or investment consultants or the Manager or the Registrar to the Offer. In case you have recently sold your Equity Shares in the Company, please hand over this Letter of Offer and the accompanying documents to the member of the stock exchange through whom the sale was effected.

LETTER OF OFFER

For voluntary delisting of Equity Shares

To the Public Shareholders of

Consolidated Finvest & Holdings Limited (the "Company")

(CIN: L33200UP1993PLC015474)

Registered Office: 19th K.M. Hapur Bulandshahr Road P.O. Gulaothi Bulandshahr Uttar Pradesh - 203 408 Corporate Office: Plot No. 12, Sector B - 1, Local Shopping Complex Vasant Kunj, New Delhi - 110 070 Phone No.: [phone]

Website: www.consofinvest.com,Email: [e-mail]

Contact Person: Mr. Anil Kaushal, Company Secretary

From: Soyuz Trading Company Limited ("Acquirer")

Registered Office: 16B, Shakespeare Sarani, 2nd Floor, Kolkata - 700 071

Tel: [phone]

Corporate Office: Plot No. 12, Sector B - 1, Local Shopping Complex Vasant Kunj, New Delhi - 110 070

Tel: [phone]

E-mail: [e-mail]

Inviting you to tender your fully paid-up equity shares of face value of Rs. 10/- each of the Company ("Equity

Shares"), through the reverse book-building process in accordance with the SEBI Delisting Regulations

Floor Price: Rs. 152.64 (Rupees One Hundred and Fifty Two, and Sixty Four paisa only) per Equity Share

Indicative Price: Rs. 153/- (Rupees One Hundred and Fifty Three only) per Equity Share

Note:

• If you wish to tender your Equity Shares to the Acquirer, you should read this Letter of Offer and the instructions herein.
• Complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Letter of Offer, which is enclosed at the end of this booklet.
• The Offer will be implemented by the Acquirer through the stock exchange mechanism, as provided under the SEBI Delisting Regulations and SEBI circulars bearing reference numbers 'CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015', 'CFD/DCR2/CIR/P/2016/131 dated December 09, 2016' and SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated 13th August, 2021 issued by Securities and Exchange Board of India, as amended from time to time ("SEBI Circular"), to facilitate tendering of the Equity Shares by the Public Shareholders (as defined below) and settlement of the same, through the stock exchange mechanism. For details regarding the stock exchange mechanism, please refer Clause 11, "Procedure and Methodology for Bidding through Stock Exchange" of this Letter of Offer.
• For the implementation of the Delisting Offer, the Acquirer have appointed Eureka Stock & Share Broking Services Limited as the registered broker ("Buyer Broker") through whom the Acquirer would make the purchases and settlements on account of the Offer.
• Detailed "Procedure and Methodology for Bidding through Stock Exchange" & "Method of Settlement", for both shares held in demat form and physical form, are set out in Clause 11 & 12 of this Letter of Offer.

Bid / Offer opens on: March 04, 2022, Friday

Bid /Offer closes on: March 10, 2022, Thursday

Manager to the Offer	Registrar to the Offer
Sundae Capital Advisors Private Limited	Link Intime India Private Limited
SEBI Regn. No.: INM000012494	SEBI Regn. No.: INR000004058
Level 9, Platina, Plot No C - 59, 'G' Block	C 101, 1st Floor, 247 Park
Bandra Kurla Complex, Bandra (East)	L B S Marg, Vikhroli West
Mumbai - 400 051, Maharashtra, India	Mumbai - 400 083, Maharashtra, India
Tel. No. [phone]	Tel.: [phone]
Email: [e-mail]	Fax: [phone]
Investor Grievance e-mail id:	E-mailID: [e-mail]
[e-mail]	Website: www.linkintime.co.in
Website: www.sundaecapital.com	Contact Person: Sumeet Deshpande
Contact Person: Anchal Lohia / Ridima Gulati

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SCHEDULE OF ACTIVITIES

For the process of the Delisting Offer, the schedule of activity will be as set out below:

Activity		Date	Day
Resolution for approval of the Delisting Proposal passed by the board of		December 13, 2021	Monday
directors the Company
Date of receipt of Stock Exchange in-principal approval		February 21, 2022	Monday
Date of publication of the Detailed Public Announcement		February 22, 2022	Tuesday
Specified Date for determining the names of the Public Shareholders to		February 18, 2022	Friday
whom the Letter of Offer is sent*
Last date of dispatch of the Letter of Offer to the Public Shareholders as		February 24, 2022	Thursday
on Specified Date
Last date of publication of recommendation by independent directors of		March 02, 2022	Wednesday
the Company
Bid Opening Date		March 04, 2022	Friday
Last date for revision (upwards) or withdrawal of Bids		March 09, 2022	Wednesday
Bid Closing Date (up to 3:30pm)		March 10, 2022	Thursday
Last date of announcement of the Discovered Price or the Exit Price and
the Acquirer's Acceptance or Non-acceptance of the Discovered Price		March 14, 2022	Monday
or the Exit Price
Last date for announcement of Counter Offer		March 14, 2022	Monday
Proposed date for payment of consideration if Exit Price is accepted by		March 22, 2022	Tuesday
the Acquirer #
Last date for return of the Equity Shares, including dispatch of share		March 22, 2022	Tuesday
certificate(s), to the Public Shareholders in case of Bids not being
accepted / failure of the Delisting Offer

• The Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to whom the Letter of Offer will be sent. However, all owners (registered or unregistered) of the Equity Shares of the Company are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date.
  # Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer.

Note:

1. Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.
2. All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to the Public Shareholders by way of corrigendum in all the newspaper in which the Detailed Public Announcement has appeared.

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RISK FACTORS

The risk factors set out below do not relate to the present or future business operations of the Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Public Shareholder in the Delisting Offer. Each Public Shareholder of the Company is hereby advised to consult with legal, financial, tax, investment or other independent advisers and consultants for advice on the further risks with respect to each such Public Shareholder's participation in the Delisting Offer and related sale and transfer of Offer Shares of the Company to the Acquirer.

Risk factors relating to the Delisting Offer and the probable risks involved in associating with the Acquirer:

• The Acquirer, Promoter Group and persons acting in concert of the Company make no assurance with respect to the future financial performance of the Company.
• The Delisting Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer for reasons beyond the control of the Acquirer and the Company. Consequently, the payment of consideration to the Public Shareholders whose Offer Shares are accepted under this Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer by the Acquirer may get delayed.
• The Acquirer, Promoter Group and persons acting in concert of the Company and the Manager to the Delisting Offer accept no responsibility for statements made otherwise than in this Letter of Offer or in the Public Announcement or in advertisements or other materials issued by, or at the request of the Acquirer, promoter group and persons acting in concert of the Company or the Manager to the Offer, and anyone placing reliance on any other source of information, would be doing so at his / her / their own risk.
• This Delisting Offer is subject to completion risks as would be applicable to similar transactions.

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TABLE OF CONTENTS

Sr. No.	Particulars	Page No.
	Key Definitions	4
1.	Background of the Delisting Offer	6
2.	Necessity and Objectives of the Delisting Offer	8
3.	Background of the Acquirer	8
4.	Background of the Company	11
5.	Stock Exchanges from which the equity shares are sought to be delisted and	15
	stock market information
6.	Determination of the Floor Price and Indicative Price	15
7.	Determination of Discovered Price and Exit Price	16
8.	Disclosure Regarding the Minimum Acceptance Condition and Other Conditions	18
	for The Delisting Offer
9.	Offer To Buy Through Acquisition Window Facility	18
10.	Dates of opening and closing of Bid Period	19
11.	Procedure and Methodology for Bidding through Stock Exchange	19
12.	Method of settlement	23
13.	Period for which the Delisting Offer shall be valid	24
14.	Details of the Escrow Account	24
15.	Proposed Schedule for the Delisting Offer	24
16.	Statutory approvals	25
17.	Notes on Taxation and Tax Deducted at Source	26
18.	Certification by the Board of Directors	27
19.	Compliance Officer of the Company	28
20.	Documents for Inspection	28
21.	Stock Broker of the Acquirer	28
22.	Registrar to the Offer	28
23.	Manager to the Offer	29
24.	General Disclaimer	29
	Enclosures
	- Bid cum acceptance form

- Bid revision / withdrawal form - Share Transfer Form / SH-4

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