Ajooni Biotech : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

November 25, 2022

For Eligible Equity Shareholders only

AJOONI BIOTECH LIMITED

(CIN- L85190PB2010PLC040162)

Our Company was originally incorporated at Chandigarh as "Ajooni Biotech Private Limited" on 17th February, 2010 under the provisions of the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. Consequent upon the conversion of our Company to public limited company, the name of our Company was changed to "Ajooni Biotech Limited" and fresh certificate of incorporation dated 27th September, 2017 was issued by the Registrar of Companies, Chandigarh, Punjab. For further details in relation to the changes to the name of our Company, please refer to the section titled "General Information" beginning on page 47 of this Letter of offer.

Registered Office: D-118, Industrial Area, Phase-7, Mohali, Punjab - 160055

Tel: [phone]

Email: [e-mail]: www.ajoonibiotech.com

Contact Person: Ms. Swati Vijan, Company Secretary & Compliance Officer

PROMOTERS OF OUR COMPANY: MR. JASJOT SINGH AND M/S HEALTHY BIOSCIENCES PRIVATE LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF AJOONI BIOTECH LIMITED ONLY

NEITHER OUR COMPANY, OUR PROMOTERS NOR OUR DIRECTORS HAVE BEEN DECLARED AS A WILFUL DEFAULTER OR FRAUDULENT BORROWER

BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY

THE ISSUE

ISSUE OF UPTO 4,83,60,313 EQUITY SHARES OF FACE VALUE OF RS. 2 EACH ("EQUITY SHARES") OF AJOONI BIOTECH LIMITED ("ABL" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 6 PER EQUITY SHARE (INCLUDING PREMIUM OF RS. 4 PER EQUITY SHARE) ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT NOT EXCEEDING RS. 2,901.62 LACS TO THE ELIGIBLE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 29 (TWENTY NINE) EQUITY SHARES FOR EVERY 30 (THIRTY) EQUITY SHARE HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. 25TH NOVEMBER, 2022 (THE "ISSUE"). THE ISSUE PRICE IS 3 TIME OF FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE SEE THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 122 OF THIS LETTER OF OFFER.

GENERAL RISK

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue 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 the Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the 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 Letter of Offer.

Specific attention of the investors is invited to "Risk Factors" beginning on page 23 of this Letter of Offer 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 Letter of offer contains all information with regard to our Company and the Issue, which is material in the context of this 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 on National Stock Exchange of India Limited (NSE). Our Company has received "in-principle" approval from NSE for listing the Equity Shares to be allotted pursuant to the Issue through its letter dated 3rd November, 2022. Our Company will also make an application to NSE to obtain its trading approval for the right entitlements as required under the SEBI circular bearing reference number SEBI/ HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is NSE.

ADVISOR TO THE ISSUE					REGISTRAR TO THE ISSUE
TM
NAVIGANT CORPORATE ADVISORS LIMITED			CAMEO CORPORATE SERVICES LTD.
		Subramanian Building,
423, A Wing, Bonanza, Sahar Plaza Complex,
		1 Club House Road,
J B Nagar, Andheri Kurla Road, Andheri East,
		Chennai 600 002.
Mumbai-400 059
		Tel No.: +044-40020700 (5 lines)
Tel No. [phone]
		E-mailID: [e-mail]
Email [e-mail]
		Investor Grievance Email: [e-mail]
Investor Grievance Email:[e-mail]
	Website: www.cameoindia.com / https://rights.cameoindia.com/ajooni
Website: www.navigantcorp.com
		Contact Person: Ms. K. Sreepriya
SEBI Registration Number: INM000012243
		SEBI Registration No: INR000003753
Contact Person: Mr. Sarthak Vijlani
		ISSUE PROGRAMME
ISSUE OPENS ON	LAST DATE OF ON MARKET RENONCIATIONS*	ISSUE CLOSES ON**
WEDNESDAY, 7TH DECEMBER, 2022		FRIDAY, 9TH DECEMBER, 2022	THURSDAY, 15TH DECEMBER, 2022

*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 Renouncee(s) 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 but not exceeding 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.

				Ajooni Biotech Limited
				TABLE OF CONTENTS
		SECTION		TITLE		PAGE NO
		I		GENERAL
				DEFINITIONS AND ABBREVIATIONS	2
				NOTICE TO INVESTORS	12
				PRESENTATION OF FINANCIAL AND OTHER INFORMATION	14
				FORWARD LOOKING STATEMENTS	16
		II		SUMMARY OF LETTER OF OFFER		18
		III		RISK FACTORS		23
		IV		INTRODUCTION
				THE ISSUE	41
				SUMMARY OF FINANCIAL STATEMENTS	42
				GENERAL INFORMATION	47
				CAPITAL STRUCTURE	53
				OBJECTS OF THE ISSUE	70
				STATEMENT OF SPECIAL TAX BENEFITS	75
		V		ABOUT OUR COMPANY
				OUR INDUSTRY	77
				OUR BUSINESS	89
				OUR MANAGEMENT	93
		VI		FINANCIAL INFORMATION
				FINANCIAL STATEMENTS	100
				STATEMENT OF ACCOUNTING RATIOS AND CAPITALISATION STATEMENT	101
				MARKET PRICE INFORMATION	102
				MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND	104
				RESULTS OF OPERATIONS
		VII		LEGAL AND OTHER INFORMATION
				OUTSTANDING LITIGATIONS AND OTHER DEFAULTS	109
				GOVERNMENT AND OTHER STATUTORY APPROVALS	113
				MATERIAL DEVELOPMENTS	114
				OTHER REGULATORY AND STATUTORY DISCLOSURES	115
		VIII		ISSUE INFORMATION
				TERMS OF THE ISSUE	122
				RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	151
				STATUTORY AND OTHER INFORMATION	153
		IX		OTHER INFORMATION
				MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	154
				DECLARATION		156

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Ajooni Biotech Limited

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

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 investor only and is not exhaustive.

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.

The words and expressions used in this 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 Special Tax Benefits" and "Financial Statements" beginning on pages 75 and 100, respectively of this Letter of Offer, shall have the meaning given to such terms in such sections.

Company Related Terms

	Terms		Description
	"Ajooni Biotech Limited" or		Ajooni Biotech Limited, a public limited company incorporated under the
	"the Company"		provisions of the Companies Act, 1956 and having its Registered Office at
	or "our Company" or "we"		D-118, Industrial Area, Phase-7, Mohali, Punjab - 160055.
	or "us" or "our" or "the
	Issuer"
	Articles of Association		The Articles of Association of our Company as amended from time to
			time.
	Auditors / Statutory Auditors		The Statutory Auditors of our Company being M/s. Harjeet Parvesh &
			Company, Chartered Accountant.
	Board / Board of Directors /		The Board of Directors of our Company or a duly constituted committee
	our Board		thereof, as the context may refer to.
	Director(s)		Any or all the director(s) of our Board, as may be appointed from time to
			time.
	Equity Shares / Shares		Equity Shares of face value of Rs. 2 each of our Company.
	Internal Auditors		M/s. N. Kumar & Co, Chartered Accountants.
	Key Managerial Personnel /		Mr. Jasjot Singh, Managing Director and Chief Financial Officer, Mr.
	KMP		Partek Singh, Director, Mr. Gursimran Singh, Whole time Director and
			Mrs. Swati Vijan, Company Secretary and Compliance Officer,
			collectively referred as Key Managerial Personnel of the Company.
	Memorandum of Association		The Memorandum of Association of our Company, as amended from time
			to time.
	Promoter		Mr. Jasjot Singh and M/s Healthy Biosciences (P) Ltd.
	Promoter Group		Persons and entities forming part of the promoter group of our Company
			as determined in terms of Regulation 2(1)(pp) of the SEBI ICDR
			Regulations and as disclosed by our Company in the filings made with the
			Stock Exchange under the SEBI Listing Regulations.
	Registered Office		Registered office of our Company situated at D-118, Industrial Area,
			Phase-7, Mohali, Punjab - 160055.
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			Ajooni Biotech Limited
	Terms		Description
	Registrar of		Registrar of Companies, Chandigarh and Punjab.
	Companies / ROC
	Subsidiary	/ Subsidiary	Our Company has no Subsidiary as on this date of filing of this Letter of
	Company / our Subsidiary	Offer.
	Issue Related Terms
	Term		Description
	Abridged Letter of Offer or	The Abridged letter of offer to be sent to the Eligible Equity
	ALOF		Shareholders as on the Record Date with respect to the Issue in
			accordance with the SEBI ICDR Regulations and the Companies Act.
	Additional	Rights Equity	The Rights Equity Shares applied or allotted under this Issue in addition
	Shares / Additional Equity	to the Rights Entitlement.
	Shares
	Allotment / Allot / Allotted	The allotment of Rights Equity Shares pursuant to the Issue.
	/Allotment of Rights Equity
	Shares
	Allotment Account(s)	The account(s) opened with the Banker(s) to this Issue, into which the
			Application Money lying credit to the Escrow Account(s) and amounts
			blocked by Application Supported by 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 Account Bank(s)	Bank(s) which are clearing members and registered with SEBI as bankers
			to an issue and with whom the Allotment Accounts will be opened, in
			this case being, Axis Bank Limited.
	Allotment Advice	The note or advice or intimation of Allotment sent to the Investors, who
			have been or are to be allotted the Rights Equity Shares after the basis
			of Allotment has been approved by the NSE.
	Allotment Date	The date on which Allotment is made.
	Allottee(s)		Persons to whom Rights Equity Shares of our Company are allotted
			pursuant to this Issue.
	Applicant(s) / Investors	Eligible Shareholder(s) and/or Renouncee(s) who make an application
			for the Rights Equity Shares pursuant to the Issue in terms of the Letter
			of Offer.
	Application		Application made through (i) submission of the Application Form or
			plain paper 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.
	Application Form	Unless the context otherwise requires, an application form (including
			online application form available for submission of application though
			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 in respect of the Rights Equity Shares
			applied for in the Issue at the Issue Price.
	Application	Supported by	The application (whether physical or electronic) used by Investors to
	Blocked Amount / ASBA	make an application authorizing the SCSB to block the amount payable
			on application in their specified bank account maintained with SCSB.
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Ajooni Biotech Limited

	Term				Description
	ASBA Account			An account maintained with an SCSB and specified in the CAF or plain
					paper application, as the case may be by the Applicant for blocking the
					amount mentioned in the CAF or in the plain paper application.
	ASBA Circulars			Collectively,	SEBI	circular	bearing	reference	number
					SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI
					circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29,
				2011,	SEBI		circular	bearing	reference	number
					SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 and SEBI
					circular bearing reference number SEBI/HO/CFD/DIL2/P/CIR/2022/75
					dated May 30,2022.
	Bankers to the Issue /		Axis Bank Limited
	Escrow	Collection Bank
	Banker to the Issue		Agreement dated 21st November, 2022 entered into by and amongst our
	Agreement			Company, the Registrar to the Issue and the Bankers to the Issue for
					collection of the Application Money from Applicants/ Investors, transfer
					of funds to the Allotment Account and where applicable, refunds of the
					amounts collected from Applicants/Investors, on the terms and
					conditions thereof.
	Basis of Allotment		The basis on which the Equity Shares will be Allotted to successful
					Applicants in consultation with the Designated Stock Exchange under
					this Issue, as described in "Terms of the Issue" beginning on page 122 of
					this Letter of Offer.
	CAF /	Common Application		The application form used by Investors to make an application for
	Form				Allotment under the Issue
	Controlling	Branches		Such branches of the SCSBs which coordinate with the Registrar to the
	/ Controlling	Branches of		Issue and the Stock Exchange, a list of which is available on
	the SCSBs			https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
					pi=yes&intmId=34
	Designated Branches		Such branches of the SCSBs which shall collect application forms used
					by ASBA Investors and a list of which is available at
					http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
					pi=yes&intmId=34
	Designated Stock Exchange		National Stock Exchange of India Limited
	Depository			A depository registered with SEBI under the SEBI (Depository and
					Participant) Regulations, 2018, as amended from time to time, read
					with the Depositories Act, 2018.
	Draft Letter of Offer / DLOF		This draft letter of offer dated 27th October, 2022
	ECS				Electronic Clearing Service
	Equity	Shareholder(s)/		The holders of Equity Shares of our Company.
	Shareholder(s)
	Eligible Equity Shareholders		Holders of Equity Shares of our Company as on the Record Date, i.e. 25th
	/ Eligible Shareholders/		November, 2022.
	Escrow Account(s)		One or more no-lien and non-interest-bearing accounts with the Escrow
					Collection Bank(s) for the purposes of collecting the Application Money
					from resident Investors.

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