Rushil Decor : Rights Issue

•••

RUSHIL

RDL/085/2022-23 Date: 29.12.2022

DECOR LIMITED

WE'LL MAKE IT

To,	To,
National Stock Exchange of India Ltd.	BSE Limited
Exchange Plaza,	Phiroze Jeejeebhoy Towers,
Sandra - Kurla Complex,	Dalal Street,
Sandra (E), Mumbai - 400051	Mumbai- 400001
NSE EQUITY SYMBOL: RUSHIL	BSE SCRIPT CODE: 533470

ISIN: INE573K01017

Dear Sir/ Madam,

Subject: Intimation on the Outcome of the meeting of the Fund Raising Committee under Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

With reference to our letter dated August 06, 2022, we wish to inform you that the Fund Raising Committee of the Board of Directors, at its meeting held on today i.e. December 29, 2022 has considered and approved the filing of the Draft Letter of Offer dated December 29, 2022 (the "Draft Letter of Offer") in relation to the rights issue of the Company (the "Issue"), with Securities and Exchange Board of India ("SEBI") and with BSE Limited and National Stock Exchange of India Limited (the "Stock Exchanges"). The Draft Letter of Offer has been filed with SEBI for issuing of observations thereon and with the Stock Exchanges for seeking their in­ principle approval for the proposed Issue and listing of Equity Shares, issued pursuant to the same.

A copy of the Draft Letter of Offer, as filed with SEBI and the Stock Exchanges is attached herewith for your records.

This is for your information and record.

Thanking you,

Yours faithfully,

For, Rushil Decor Limited

HASMUKH Digitally signed by
	HASMUKH
KANUBHAI KANUBHAI MODI
MODI	Date: 2022.12.29
17:19:29 +05'30'

Hasmukh K. Modi

Company Secretary

••

RUSHIL DECOR LTD., RUSHIL HOUSE, NEAR NEELKANTH GREEN BUNGALOW, OFF SINDHU BHAVAN ROAD, SHILAJ, AHMEDABAD-380058, GUJARAT, INDIA.

REGO. OFFICE: S. NO. 125, NEAR KALYANPURA PATIA, VILLAGE ITLA, GANDHINAGAR-MANSA ROAD,

TA. KALOL, 01ST. GANDHINAGAR-382845, GUJARAT, INDIA. I CIN: L25209GJ1993PLC019532

PH: [phone] I FAX: [phone] I EMAIL: [e-mail] I WWW.RUSHIL.COM

Draft Letter of Offer

Dated: December 29, 2022

For Eligible Shareholders only

RUSHIL DECOR LIMITED

Rushil Decor Limited ("Company" or "Issuer") was originally incorporated as 'Rushil Decor Private Limited' on May 24, 1993 as a private limited company under the Companies Act, 1956 with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli ("RoC"). Pursuant to a special resolution of our Shareholders passed in an extra-ordinary general meeting dated November 19, 2007 our Company was converted into a public limited company and subsequently, the name of our Company was changed to 'Rushil Decor Limited' and a fresh certificate of incorporation dated December 04, 2007 consequent to the conversion was issued to our Company by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli. The registered office of our Company was originally situated at A-701, Fair Deal House, Near Swastik Char Rasta, Navrangpura, Ahmedabad - 380 009, Gujarat, India. Thereafter, the registered office of our Company was changed to 1, Krinkal Apartment, Opposite: Mahalaxmi Temple, Near Mahalaxmi Char Rasta, Paldi, Ahmedabad - 380 007, Gujarat, India on February 12, 1998 and subsequently to S. No. 125, Near Kalyanpura Patia, Gandhinagar - Mansa Road, Village Itla, Tal: Kalol, District: Gandhinagar - 382 845, Gujarat, India on August 20, 2007.

Registered Office: S. No. 125, Near Kalyanpura Patia, Gandhinagar Mansa Road, Kalol, Village Itla, Gandhinagar - 382 845, Gujarat, India.

Tel: [phone]

Corporate Office (Address where books of account and papers are maintained): Rushil House, Near Neelkanth Green Bungalow, Off. Sindhu Bhavan Road, Shilaj,

Ahmedabad-380 058, Gujarat, India, Tel: [phone]

Contact Person: Hasmukh Kanubhai Modi, Company Secretary and Compliance Officer, E-mail: [e-mail]; Website: www.rushil.com;

Corporate Identification Number: L25209GJ1993PLC019532

OUR PROMOTERS- KRUPESH GHANSHYAMBHAI THAKKAR, KRUPA KRUPESH THAKKAR, M/S. RUSHIL INTERNATIONAL AND KRUPESH

GHANSHYAMBHAI THAKKAR HUF

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY

WE HEREBY CONFIRM THAT NONE OF OUR PROMOTERS OR DIRECTORS IS A WILFUL DEFAULTER OR A FRAUDULENT BORROWER AS ON DATE OF

THIS DRAFT LETTER OF OFFER

ISSUE OF UPTO [•] EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ [●] PER

EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 12,420 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] RIGHTS EQUITY SHARE(S) FOR EVERY [●] FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●] (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●] TIMES THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 229 OF THIS DRAFT LETTER OF OFFER.

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 Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The 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 this document. Specific attention of the investors is invited to the section titled "Risk Factors" on page 21 of this Draft Letter of Offer.

OUR COMPANY'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 this Issue, which is material in the context of this 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 existing Equity Shares are listed on 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 allotted pursuant to this Issue vide their letters dated [•] and [•]. For the purpose of this Issue, the Designated Stock Exchange is [•].

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
SAFFRON CAPITAL ADVISORS PRIVATE LIMITED	BIGSHARE SERVICES PRIVATE LIMITED
605, Center Point, 6th floor,	Office No S6-2, 6th floor, Pinnacle Business Park,
Andheri Kurla Road, J. B. Nagar,	Next to Ahura Centre, Mahakali Caves Road,
Andheri (East), Mumbai - 400 059,	Andheri (East), Mumbai-400 093,
Maharashtra, India.	Maharashtra, India.
Telephone: [phone]	Telephone: [phone]
E-mail: [e-mail]	E-mail: [e-mail]
Website: www.saffronadvisor.com	Website: www.bigshareonline.com
Investor grievance: [e-mail]	Contact person: Vijay Surana
Contact Person: Gaurav Khandelwal/ Vipin Gupta	Investor grievance: [e-mail]
SEBI Registration Number: INM 000011211	SEBI Registration No: INR000001385
Validity of Registration: Permanent	Validity of Registration: Permanent

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 authorized 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 (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.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

1

TABLE OF CONTENTS
SECTION I - GENERAL	3
DEFINITIONS AND ABBREVIATIONS	3
NOTICE TO INVESTORS	12
PRESENTATION OF FINANCIAL INFORMATION	15
FORWARD - LOOKING STATEMENTS	17
SUMMARY OF THIS DRAFT LETTER OF OFFER	19
SECTION II - RISK FACTORS	21
SECTION III - INTRODUCTION	58
THE ISSUE	58
GENERAL INFORMATION	59
CAPITAL STRUCTURE	64
OBJECTS OF THE ISSUE	67
STATEMENT OF TAX BENEFITS	74
SECTION IV - ABOUT THE COMPANY	78
INDUSTRY	78
OUR BUSINESS	87
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE	101
SECTION V - FINANCIAL INFORMATION	104
FINANCIAL INFORMATION	104
MATERIAL DEVELOPMENTS	197
ACCOUNTING RATIOS	198
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	199
SECTION VI - LEGAL AND OTHER INFORMATION	218
OUTSTANDING LITIGATIONS AND DEFAULTS	218
GOVERNMENT AND OTHER STATUTORY APPROVALS	219
OTHER REGULATORY AND STATUTORY DISCLOSURES	220
SECTION VII - ISSUE INFORMATION	229
TERMS OF THE ISSUE	229
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	260
SECTION VIII - STATUTORY AND OTHER INFORMATION	261
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	262
DECLARATION	264

2

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Draft Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Draft Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.

Provided that terms used in the sections/ chapters titled "Industry", "Summary of this Draft Letter of Offer", "Financial Information", "Statement of Tax Benefits", "Outstanding Litigation and Defaults" and "Issue Information" on pages 78, 19, 104, 74, 218 and 229 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

Company Related Terms

Term			Description
"Company",	"our	Rushil Decor Limited, a public limited company incorporated under the
Company",	"the	Companies Act, 1956, having its registered office at S. No. 125, Near Kalyanpura
Company", "RDL", "the	Patia, Gandhinagar Mansa Road, village Itla, Tal. Kalol, Gandhinagar - 382845
Issuer"			Gujarat, India.
"we", "us", or "our"	Unless the context otherwise indicates or implies, refers to our Company.
"Articles" / "Articles of	Articles / Articles of Association of our Company, as amended from time to time.
Association" / "AoA"
"Annual		Audited	The audited financial statements of our Company for the year ended March 31,
Financial Statements" or	2022 prepared in accordance with IND AS which comprises the balance sheet as
"Annual		Audited	at March 31, 2022, the statement of profit and loss, including other comprehensive
Financial Information"	income, the statement of cash flows and the 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 read
			along with the report thereon.
"Audit Committee"	The committee of the Board of Directors constituted as our Company's audit
			committee in accordance with Regulation 18 of the Securities and Exchange Board
			of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
			amended ("SEBI Listing Regulations") and Section 177 of the Companies Act,
			2013.
"Auditor"	/	"Statutory	Statutory and peer review auditor of our Company, namely, M/s. Pankaj R. Shah
Auditor"/	"Peer Review	& Associates, Chartered Accountants.
Auditor"
"Board"	/	"Board of	Board of directors of our Company or a duly constituted committee thereof.
Directors"
"Chief Executive Officer/	Keyur Mohanbhai Gajjar, the Chief Executive Officer of our Company.
CEO"
"Chief Financial Officer /	Hiren Bachubhai Padhya, the Chief Financial Officer of our Company.
CFO"
"Company Secretary and	Hasmukh Kanubhai Modi, the Company Secretary and Compliance Officer of our
Compliance Officer"	Company.
"Corporate Office"	Rushil House, Near Neelkanth Green Bungalow, Off. Sindhu Bhavan Road, Shilaj,
			Ahmedabad-380058, Gujarat, India.
"Corporate Promoters"	Krupesh Ghanshyambhai Thakkar (HUF) and M/s. Rushil International
			(partnership firm)
"Corporate	Social	The committee of the Board of directors constituted as our Company's corporate
Responsibility	social responsibility committee in accordance with Section 135 of the Companies
Committee/	CSR	Act, 2013.
Committee"

3