HEXA TRAD : Voluntary Delisting

	HEXA
	TRAD EX
June 10, 2022
To,	To
The Manager,	National Stock Exchange of India Limited
Department of Corporate Services	Exchange Plaza, Plot No. C/1, G - Block
BSE Limited ("BSE") Phiroze Jeejeebhoy Towers,	Bandra Kurla Complex, Bandra (East)
Dalal Street, Mumbai - 400001	Mumbai - 400 051
Scrip Code: 534328	Stock Symbol: HEXATRADEX

Sub.: Delisting of Equity Shares of Hexa Tradex Limited ("the Company") in terms of Securities and

Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

Dear Sir I Madam,

We state that Siddeshwari Tradex Private Limited ("Acquirer 1"), lnnox Global Multiventures Private Limited ("Acquirer 2"), Opelina Sustainable Services Private Limited ("Acquirer 3") and JSL Limited ("Acquirer 4") (Acquirer 1, Acquirer 2, Acquirer 3 and Acquirer 4 are collectively referred to as the "Acquirers"), being one of the members of promoter and promoter group of the Company, had published the Detailed Public Announcement on June 10, 2022 in the newspapers in terms of Regulation 15(1) of the SEBI Delisting Regulations for voluntary delisting of the Equity Shares from National Stock Exchange of India Limited ("NSE") and BSE Ltd. ("BSE") ("BSE & NSE collectively referred as the "Stock Exchanges"), the stock exchanges where the Equity Shares of the Company are presently listed, by making a de listing offer to acquire all Equity Shares that are held by the public shareholders of the Company (as defined under the SEBI Delisting Regulations, to be referred to as "Public Shareholders") pursuant to and in accordance with the SEBI Delisting Regulations ("Delisting Offer").

In this regard, we have received from the Sundae Capital Advisors Private Limited, Manager to the Issue, on behalf of the Acquirer, Letter of Offer dated June 10, 2022 ("LOF") in terms of Regulation 16 of the SEBI De listing Regulations.

Please find enclosed a copy of the Letter of Offer for your records.

In terms of Regulation 16(3) of the SEBI Delisting Regulations, the Letter of Offer will. also be made available on our website at www.hexatradex.com.

Thanking you,

Y ours sincerely,

for Hexa(iLTra d�e x Li mited ,. , . . ' c. e0"' (�

Prave �--

Company Secretary

ACS:20993

Hexa Tradex Limited I www.hexatradex.corn

Jindal Cen tre, 12, Bhikaiji Cam a Place, New D elhi -11 00 66 , P hone-+91 ( 1 1 ) 26188360 -74, Fax:- +91 ( 1 1 ) 26170691

Regd . Office: A - 1, UPSIDC, lndl . Area, Nandg aon R oad , Kasi K ala n, D istt . Mat hu ra (U . P . ) - 281403

CIN : L51101UP2010PLC042382

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a Public Shareholder (defined below) of Hexa Tradex Limited as on the Specified Date (defined below) in accordance with 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 (defined below). In case you have recently sold your Equity Shares (defined below) 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

Hexa Tradex Limited (the "Company")

(CIN: L51101UP2010PLC042382)

Registered Office: A-1, Nandgaon Road, UPSIDC Industrial Area, Kosi Kalan, Mathura - 281 403

Uttar Pradesh, India

Corporate Office: Jindal Centre, 12 Bhikaji Cama Place, New Delhi - 110 066, India

Tel: [phone]; Fax: [phone]

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

Contact Person: Mr. Pravesh Srivastava, Company Secretary

From:

Name	Registered Office
Siddeshwari Tradex Private Limited ("Acquirer 1")	H. No. C-2, Staff Colony, Machinery Division, 13 K M
	Stone, Mandir Hasaud, GE Road Raipur - 492 101
Innox Global Multiventures Private Limited ("Acquirer 2")	Jindal Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai -
	400 026
Opelina Sustainable Services Private Limited ("Acquirer 3")	28, Najafgarh Road, New Delhi - 110 015
JSL Limited ("Acquirer 4")	28, Najafgarh Road, New Delhi - 110 015

(Acquirer 1, Acquirer 2, Acquirer 3 and Acquirer 4 are hereinafter collectively referred to as the "Acquirers")

Common contact details of the Acquirers: Name: Naresh Kumar Agarwal

Tel. No. [phone]; E-mail: [e-mail]

Inviting you to tender your fully paid-up equity shares of face value of Rs. 2/- (Indian Rupees Two only) each of the Company

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

Floor Price: Rs. 153.16 (Indian Rupees One Hundred and Fifty-Three and Sixteen Paise only) per Equity Share

Indicative Price: Rs. 156 (Indian Rupees One Hundred and Fifty-Six only) per Equity Share

Note:

• If you wish to tender your Equity Shares to the Acquirers, 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 Delisting Offer will be implemented by the Acquirers 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") and "Operational Guidelines for Offer to Buy ("OTB Window") issued by National Stock Exchange of India Limited ("NSE"), 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 Acquirers have appointed Motilal Oswal Financial Services Limited as the registered broker ("Buyer Broker") through whom the Acquirers would make the purchases and settlements on account of the Delisting 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: June 21, 2022, Tuesday

Bid / Offer closes on: June 27, 2022, Monday

Manager to the Offer	Registrar to the Offer
Sundae Capital Advisors Private Limited	RCMC Share Registry Private Limited
SEBI Regn. No.: INM000012494	SEBI Regn. No.: INR000000429
Level 11, Platina, Plot No C - 59, 'G' Block	B-25/1, Okhla Industrial Area,
Bandra Kurla Complex, Bandra (East)	Phase -2, Near Rana Motors,
Mumbai - 400 051, Maharashtra, India	New Delhi - 110 020
Tel. No. [phone]	Tel.: [phone] / 21
Email: [e-mail]	Fax: [phone]
Investor Grievance e-mail id:	E-mail ID: [e-mail]
[e-mail]	Website: www.rcmcdelhi.com
Website: www.sundaecapital.com	Contact Person: Murli Dharan Nair
Contact Person: NitiN Somani / Anchal Lohia
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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	March 21, 2022	Monday
board of directors the Company
Date of receipt of Stock Exchange in-principal approval (NSE)	June 01, 2022	Wednesday
Date of receipt of Stock Exchange in-principal approval (BSE)	June 09, 2022	Thursday
Date of publication of the Detailed Public Announcement	June 10, 2022	Friday
Specified Date for determining the names of the Public Shareholders	June 03, 2022	Friday
to whom the Letter of Offer is sent*
Last date of dispatch of the Letter of Offer to the Public	June 14, 2022	Tuesday
Shareholders as on Specified Date
Last date of publication of recommendation by independent	June 17, 2022	Friday
directors of the Company
Bid Opening Date	June 21, 2022	Tuesday
Last date for revision (upwards) or withdrawal of Bids	June 24, 2022	Friday
Bid Closing Date (up to 3:30pm)	June 27, 2022	Monday
Last date of announcement of the Discovered Price or the Exit Price	June 29, 2022	Wednesday
and the Acquirer's Acceptance or Non-acceptance of the Discovered
Price or the Exit Price
Last date for announcement of Counter Offer	June 29, 2022	Wednesday
Proposed date for payment of consideration if Exit Price is accepted	July 06, 2022	Wednesday
by the Acquirers #
Last date for return of the Equity Shares, including dispatch of share	July 06, 2022	Wednesday
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 names 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 by submitting their Bid in the Acquisition Window or OTB through their respective Seller Member during the Bid Period.

• Subject to the acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirers.

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 schedule of activities , 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 Acquirers.

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

• The Acquirers and the Promoter and Promoter Group 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 Acquirers, the Promoter and Promoter Group 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 or lifting the lien on the Offer Shares not accepted under this Delisting Offer by the Acquirers may get delayed.
• The Acquirers, and the Promoter and Promoter Group and the Manager to the Delisting Offer accept no responsibility for statements made otherwise than in this Letter of Offer or in the Detailed Public Announcement or in advertisements or other materials issued by, or at the request of the Acquirers, the Promoter and Promoter Group 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	1
1.	Background of the Delisting Offer	4
2.	Necessity and Objectives of the Delisting Offer	6
3.	Background of the Acquirers	6
4.	Background of the Company	13
5.	Stock Exchanges from which the equity shares are sought to be delisted and	17
	stock market information
6.	Determination of the Floor Price and Indicative Price	18
7.	Determination of Discovered Price and Exit Price	19
8.	Disclosure Regarding the Minimum Acceptance Condition and Other Conditions	21
	for The Delisting Offer
9.	Acquisition Window Facility	21
10.	Dates of opening and closing of Bid Period	22
11.	Procedure and Methodology for Bidding through Stock Exchange	22
12.	Method of settlement	26
13.	Period for which the Delisting Offer shall be valid	27
14.	Details of the Escrow Account	28
15.	Proposed Schedule for the Delisting Offer	28
16.	Statutory approvals	29
17.	Notes on Taxation and Tax Deducted at Source	29
18.	Certification by the Board of Directors	31
19.	Compliance Officer of the Company	31
20.	Documents for Inspection	31
21.	Stock Broker of the Acquirers	32
22.	Registrar to the Offer	32
23.	Manager to the Offer	32
24.	General Disclaimer	32
	Enclosures	35
	- Bid cum acceptance form
	- Bid revision / withdrawal form	39
	- Share Transfer Form / SH-4	43

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