Samor Reality : Letter of offer of Samor Reality Limited (Final Offer Document filed with Stock Exchanges)

Letter of Offer,

April 25, 2023

For Eligible Equity Shareholders Only

SAMOR REALITY LIMITED

CIN: L45400GJ2020PLC118556

Our Company was originally formed as a Partnership Firm under Partnership Act, 1932 ("Partnership Act") having Firm Registration Number GUJAH201891 in the name and style of "Samor Reality" pursuant to Deed of Partnership dated December 02, 2014. Samor Reality was thereafter converted from Partnership Firm to a Public Limited Company under Part I chapter XXI of the Companies Act, 2013 with the name and style of "Samor Reality Limited" and received a Certificate of Incorporation from the Registrar of Companies, Central Registration Center dated December 01, 2020. The equity shares of our Company were listed on SME platform of BSE Limited on October 13, 2021. The Scrip symbol 'SAMOR' and ISIN 'INE0GD201014'. The Corporate Identification Number of our Company is L45400GJ2020PLC118556.

Registered Office: FO F.401, Shop Atlantis, Near Reliance Pump, Prahladnagar Road, Anandnagar, Satellite, Ahmedabad, Gujarat - 380015, India

Contact Person: Ms. Pooja Aidasani, Company Secretary and Compliance Officer; Tel: [phone];

Email: [e-mail]; Website:www.samor.in

PROMOTERS OF OUR COMPANY: MR. BIRJUKUMAR AJITBHAI SHAH & MRS. JAGRUTIBEN BIRJUBHAI SHAH

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SAMOR REALITY LIMITED

("COMPANY" OR "ISSUER") ONLY

ISSUE OF 1,07,50,000 EQUITY SHARES WITH A FACE VALUE OF ₹10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 10 EACH AT A PAR ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT ₹ 1075.00 LACS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 RIGHTS EQUITY SHARES FOR EVERY 1 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON MAY 02, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 1 TIME THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 99 OF THIS LETTER OF OFFER.

WILFUL DEFAULTER OR A FRAUDULENT BORROWER

Neither our Company nor any of our Promoters or Directors has been categorized as a Wilful Defaulter or a 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 or a Fraudulent Borrower issued by the Reserve Bank of India.

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 Offer. For taking an investment decision, investors must rely on their own examination of our Company and this offer including the risks involved. The Rights Equity Shares have not been recommended or approved by Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer "Risk Factors" beginning on page 17 of this Letter of Offer before investing 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 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 and traded on SME platform of BSE Limited ("BSE"). Our Company has received an in-principle approval letter dated April 21, 2023 from BSE for listing Rights Equity shares through their letter dated April 21, 2023. For the purpose of this Issue, the Designated Stock Exchange is BSE.

REGISTRAR TO THE ISSUE

KFIN TECHNOLOGIES LIMITED

Selenium Tower-B, Plot No. 31-32, Gachibowli,

Financial District, Nanakramguda, Serilingampally,

Hyderabad, Telangana - 500 032.

Tel: [phone];

Fax No.: [phone]

Email:[e-mail]

Website:https://rights.kfintech.com

Investors Grievance E-mail:[e-mail]

Contact Person: M Murali Krishna

SEBI Registration Number: INR000000221

ISSUE PROGRAMME

ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON#
MAY 15, 2023	MAY 29, 2023	JUNE 02, 2023

*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 Renounces on or prior to the Issue Closing Date.

• Our Board or a duly authorized thereof will have the right to extend the Issue Period as it may determine from time to time, not exceeding 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

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Table of Contents
SECTION I - GENERAL	2
DEFINITIONS AND ABBREVIATIONS	2
NOTICE TO INVESTORS	9
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, MARKET DATA AND CURRENCY OF
PRESENTATION	11
FORWARD LOOKING STATEMENTS	13
SECTION II - SUMMARY OF THIS LETTER OF OFFER	15
SECTION III - RISK FACTORS	17
SECTION IV - INTRODUCTION	37
THE ISSUE	37
GENERAL INFORMATION	38
CAPITAL STRUCTURE	42
OBJECTS OF THE ISSUE	45
STATEMENT OF TAX BENEFITS	49
SECTION V - ABOUT THE COMPANY	50
INDUSTRY OVERVIEW	50
OUR BUSINESS	65
OUR MANAGEMENT	74
SECTION VI - FINANCIAL INFORMATION	78
FINANCIAL STATEMENTS	78
FINANCIAL INDEBTEDNESS	79
ACCOUNTING RATIOS	80
MATERIAL DEVELOPMENTS	82
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	83
SECTION VII - LEGAL AND OTHER INFORMATION	89
OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS	89
GOVERNMENT AND OTHER APPROVALS	92
OTHER REGULATORY AND STATUTORY DISCLOSURES	93
SECTION VIII - ISSUE INFORMATION	99
TERMS OF THE ISSUE	99
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	128
SECTION IX - OTHER INFORMATION	129
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	130
DECLARATION	131

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SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

DEFINITIONS

This Letter of Offer uses the 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 Letter of Offer is intended for the convenience of the reader/prospective Applicant only and is not exhaustive.

This Letter of Offer uses the definitions and abbreviations set forth below, 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.

In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to 'the/our Company', 'we', 'our', 'us' or similar terms are to Samor Reality Limited as the context requires, and references to 'you' are to the Eligible Equity Shareholders and/ or prospective Investors in this Right Issue of Equity Shares.

The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to the extent applicable) ascribed to such terms under the SEBI (ICDR) Regulations, the Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in section titled "Industry Overview", "Statement of Tax Benefits", "Financial Information", "Outstanding Litigations, Defaults, and Material Developments" and "Terms of the Issue" on pages 50, 49, 74, 89, and 99 respectively, shall have the meaning given to such terms in such sections.

COMPANY RELATED AND GENERAL TERMS

Term					Description
Samor		Reality		Samor Reality Limited, a public limited company incorporated under the provisions of the
Limited		/	the		Companies Act, 2013, as amended from time to time;
Company/		our
Company
We/ us/ our				Unless the context otherwise indicates or implies, refers to Samor Reality Limited;
AoA/	Articles	of		The Articles of Association of Samor Reality Limited, as amended from time to time;
Association
Associate				The Company do not have any Associate Company.
Audit Committee			The committee of the Board of Directors constituted as our Company's Audit Committee
		in accordance with Section 177 of the Companies Act, 2013;
Auditors/	Statutory		The current Statutory Auditors of our company being M/s Bhagat & Co, Chartered
Auditors/		Peer		Accountants;
Review Auditor
Board	of	Directors/		Board of Directors of our Company;
Board
Chairman &			Mr. Birjukumar Ajitbhai Shah;
Managing Director
Chief		Financial		The Chief Financial Officer of our Company being Mr. Birjukumar Ajitbhai Shah;
Officer/ CFO
Company	Secretary		The Company Secretary & Compliance Officer of our Company being Ms. Pooja Aidasani;
and	Compliance
Officer
Equity Shares			Equity shares of the Company having face value of ₹10.00 (Rupees Ten only);
					Independent directors on the Board and eligible to be appointed as an Independent Director
Independent Director		under the provisions of Companies Act and SEBI (LODR) Regulations. For details of the
	Independent Directors, please refer to section titled "Our Management" beginning on page
					74 of this Letter of Offer;
ISIN				International Securities Identification Number being INE0GD201014;
				2

	Term					Description
	Key	Management			Key management personnel of our Company in terms of Regulation 2(1) (bb) of the SEBI
			(ICDR) Regulations and Section 2(51) of the Companies Act, 2013. For details, please
	Personnel /KMP
			refer to section titled "Our Management" beginning on page 74 of this Letter of Offer;
	MoA/	Memorandum			The Memorandum of Association of Samor Reality Limited, as amended from time to time;
	of Association
	Nomination	and			The committee of the Board of directors reconstituted as our Company's Nomination and
	Remuneration			Remuneration Committee in accordance with Section 178 of the Companies Act, 2013;
	Committee
	Non-Executive			A Director, not being an Executive Director of our Company;
	Director
	Promoters				Mr. Birjukumar Ajitbhai Shah and Mrs. Jagrutiben Birjubhai Shah;
						Persons and entities forming part of the promoter group of our Company as determined in
	Promoter Group			terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations and as disclosed by our
						Company in the filings made with the BSE under the SEBI (LODR) Regulations;
	Registered Office			FO F.401, Shop Atlantis, Near Reliance Pump, Prahladnagar Road, Anandnagar, Satellite,
			Ahmedabad, Gujarat - 380015, India
	Registrar	of			Registrar of Companies, Ahmedabad, Gujarat;
	Companies/ RoC
	Stakeholders				The committee of the Board of Directors constituted as our Company's Stakeholders
	Relationship				Relationship Committee in accordance with Section 178 of the Companies Act, 2013;
	Committee
	Stock Exchange			Stock exchange where the Equity Shares are presently listed, being BSE Limited;
	Unaudited	Financial			The limited reviewed unaudited financial results for the six months period ended
			September 30, 2022, including the notes thereto and the report thereon. For details, see
	Results
					"Financial Statements" on page 78 of this Letter of Offer;
ISSUE RELATED TERMS
	Term					Description
	Abridged Letter of			Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respect to the
			Issue in accordance with the provisions of the SEBI (ICDR) Regulations and the
	Offer
					Companies Act;
	Additional	Rights			The Rights Equity Shares applied or allotted under this Issue in addition to the Rights
	Equity Shares			Entitlements;
	Allot/Allotment/Allot			Unless the context requires, the allotment of Rights Equity Shares pursuant to this Issue;
	ted
						The account opened with the Banker to the Issue, into which the Application Money lying
	Allotment Account			to the credit of the escrow account(s) and amounts blocked in the ASBA Account, with
			respect to successful Investors will be transferred on the Transfer Date in accordance with
						Section 40 (3) of the Companies Act;
	Allotment Date			Date on which the Allotment is made pursuant to the Issue;
	Allottees				Persons to whom Rights Equity Shares are issued pursuant to the Issue;
	Applicant(s)/			Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for the
	Investor(s)				Rights Equity Shares pursuant to this Issue in terms of the Letter of Offer, being an ASBA
						Investor;
						Application made through 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 Equity Shares at the Issue Price;
						Unless the context otherwise requires, an application form (including online application
	Application Form			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 at the time of Application ₹ 10 (Rupees Ten Only) in respect of
			the Rights Equity Shares applied for in this Issue at the Issue Price;
	Application				Application used by ASBA Investors to make an application authorizing a SCSB to block
	Supported by Blocked
			the Application Money in the ASBA Account;
	Amount or ASBA
				3