K P R Mill : Buyback - others

K.P.R. MILL LIMITED

Corporate Office : 1st Floor Srivari Shrimat, 1045, Avinashi Road, Coimbatore - 641018. India © : 0422-2207777 Fax : [phone]

The Manager

Listing Department

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G,

Bandra Kurla Complex, Bandra, East,

Mumbai - 400 051

Scrip Code: KPRMILL

March 16, 2022

The Manager

Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street

Mumbai, Maharashtra- 400 001

Scrip Code: 532889

Sub. Submission of the Letter of Offer ("Letter of Offer") pertaining to the

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you, being an Eligible Shareholder of K.P.R. Mill Limited (the "Company") as on the Record Date in accordance with Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended ("Buyback Regulations"). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or the Manager to the Buyback Offer i.e. IDBI Capital Markets & Securities Limited or the Registrar to the Buyback Offer i.e. KFin Technologies Limited. Please refer to the section on "Definition of Key terms‟ for the definition of the capitalized terms used herein.

K.P.R. MILL LIMITED

Registered Office: No. 9, Gokul Buildings, A.K.S. Nagar, Thadagam Road, Coimbatore - 641 001, India

Corporate Office: 1st Floor Srivari Shrimat, 1045, Avinashi Road, Coimbatore - 641 018, India

CIN: L17111TZ2003PLC010518

Contact Person: Mr. P. Kandaswamy, Company Secretary and Compliance Officer

Tel: [phone] | Fax: [phone] | Email:[e-mail]| Website:www.kprmilllimited.com

CASH OFFER FOR BUYBACK OF NOT EXCEEDING 22,36,000 (TWENTY TWO LAKH THIRTY SIX THOUSAND) FULLY PAID-UP EQUITY SHARES OF FACE VALUE ₹ 1 EACH, REPRESENTING 0.65% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, FROM ALL THE EXISTING SHAREHOLDERS/ BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE i.e. SATURDAY, FEBRUARY 19, 2022 ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" PROCESS AT A PRICE OF ₹ 805 (RUPEES EIGHT HUNDRED FIVE ONLY) PER EQUITY SHARE FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING ₹ 1,79,99,80,000 (RUPEES ONE HUNDRED SEVENTY NINE CRORE NINETY NINE LAKH EIGHTY THOUSAND ONLY) EXCLUDING TRANSACTION COSTS

1. The Buyback is in accordance with the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013, as amended, the Companies (Share Capital and Debentures) Rules, 2014, as amended to the extent applicable and in accordance with Article 16 of the Articles of Association of the Company and in accordance with Regulation 4(iv)(a) and other applicable provisions contained in the Buyback Regulations and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory, regulatory or governmental authorities under applicable laws including but not limited to SEBI, the Stock Exchanges and Reserve Bank of India etc.
2. The Buyback Offer Size which is not exceeding ₹ 1,79,99,80,000 (Rupees One Hundred Seventy Nine Crore Ninety Nine Lakh Eighty Thousand only) represents 9.53% and 7.73% of the aggregate of the fully paid-up equity share capital and free reserves as per the audited standalone and consolidated financial statements respectively of the Company for the financial year ended March 31, 2021 (i.e. the last audited financial statements available as on the date of the Board Meeting approving the Buyback) and is within the statutory limit of 10% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest standalone and consolidated audited financial statements respectively of the Company for the financial year ended March 31, 2021.
3. The Letter of Offer is sent to the Eligible Shareholders as on the Record Date i.e. Saturday, February 19, 2022.
4. The procedure for acceptance is set out in paragraph 20 (Procedure for Tender Offer and Settlement) on page 39 of this Letter of Offer. The Tender Form is enclosed together with this Letter of Offer.
5. For mode of payment of cash consideration to the Eligible Shareholders, please refer to paragraph 20.30 (Method of Settlement) on page 45 of this Letter of Offer.
6. A copy of the Public Announcement, the Draft Letter of Offer and this Letter of Offer (including Tender Form) shall be available on the website of SEBI -http://www.sebi.gov.inand the website of the Company- www.kprmilllimited.com
7. Eligible Shareholders are advised to refer to paragraph 17 (Details of Statutory Approvals) on page 34 of this Letter of Offer and paragraph 21 (Note on Taxation) on page 48 of this Letter of Offer before tendering their Equity Shares in the Buyback.

BUYBACK OPENS ON: FRIDAY, MARCH 25, 2022

BUYBACK CLOSES ON: THURSDAY, APRIL 07, 2022

(LAST DATE/TIME OF RECEIPT OF COMPLETED APPLICATION FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR: SATURDAY, APRIL 09, 2022, BY 5.00 P.M.

	MANAGER TO THE BUYBACK OFFER			REGISTRAR TO THE BUYBACK OFFER
IDBI CAPITAL MARKETS & SECURITIES LIMITED		KFIN TECHNOLOGIES LIMITED
	(Formerly known as "KFin Technologies Private Limited")
6th Floor, IDBI Tower,
WTC Complex, Cuffe Parade,		Selenium, Tower B, Plot No- 31 & 32, Financial District,
	Nanakramguda, Serilingampally Hyderabad,
Mumbai- 400 005
	Rangareddi - 500 032, Telangana, India
Contact person: Ashik Joisar / Rahul Sharma
	Contact Person: M Murali Krishna
Tel: [phone]
	Tel.: [phone]
Fax:[phone]
	Email:[e-mail]
Email:[e-mail]
	Investor Grievance E-mail:[e-mail]
Website:www.idbicapital.com
	Website:www.kfintech.com
SEBI Registration No.: INM000010866
	SEBI Registration Number: INR000000221
Validity Period: Permanent Registration
	Validity Period: Permanent Registration
CIN: U65990MH1993GOI075578
	CIN: U72400TG2017PLC117649

1

TABLE OF CONTENTS

1.	SCHEDULE OF THE ACTIVITIES FOR THE BUYBACK OFFER .........................................	3
2.	DEFINITION OF KEY TERMS ......................................................................................................	3
3.	DISCLAIMER CLAUSE ..................................................................................................................	6
4.	TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING ...................................	7
5.	DETAILS OF PUBLIC ANNOUNCEMENT ...............................................................................	12
6.	DETAILS OF THE BUYBACK .....................................................................................................	12
7.	AUTHORITY FOR THE BUYBACK ...........................................................................................	15
8.	NECESSITY OF THE BUYBACK ................................................................................................	15

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF

	BUYBACK ON THE COMPANY .................................................................................................	15
10.	BASIS OF CALCULATING BUYBACK PRICE ........................................................................	22
11.	SOURCES OF FUNDS FOR THE BUYBACK ............................................................................	22

12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED

	THEREIN .........................................................................................................................................	23
13.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ................................................	23
14.	BRIEF INFORMATION ABOUT THE COMPANY ..................................................................	26
15.	FINANCIAL INFORMATION ABOUT THE COMPANY ........................................................	30
16.	STOCK MARKET DATA ..............................................................................................................	33
17.	DETAILS OF STATUTORY APPROVALS ................................................................................	34

18. DETAILS OF REGISTRAR TO THE BUYBACK OFFER AND INVESTOR SERVICE

	CENTER...........................................................................................................................................	35
19.	PROCESS AND METHODOLOGY FOR THE BUYBACK ......................................................	35
20.	PROCEDURE FOR TENDER OFFER AND SETTLEMENT...................................................	39
21.	NOTE ON TAXATION...................................................................................................................	48
22.	DECLARATION BY THE BOARD OF DIRECTORS ...............................................................	50
23.	AUDITORS CERTIFICATE..........................................................................................................	51
24.	DOCUMENTS FOR INSPECTION ..............................................................................................	54
25.	CONTACT DETAILS OF COMPLIANCE OFFICER ...............................................................	54

26. DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL

	OWNERS..........................................................................................................................................	54
27.	DETAILS OF INVESTOR SERVICE CENTRES .......................................................................	55
28.	MANAGER TO THE BUYBACK OFFER ...................................................................................	55

29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE

INFORMATION IN THE LETTER OF OFFER .........................................................................

55

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1. SCHEDULE OF THE ACTIVITIES FOR THE BUYBACK OFFER

Activity			Date			Day
Date of Board Meeting approving the proposal of the Buyback			February 07, 2022			Monday
Date of Public Announcement for Buyback			February 07, 2022			Monday
Date of publication of the Public Announcement for the Buyback			February 09, 2022			Wednesday
Record Date for determining the Buyback Entitlement and the			February 19, 2022			Saturday
names of Eligible Shareholders
Date of Opening of the Buyback Offer			March 25, 2022			Friday
Date of Closing of the Buyback Offer			April 07, 2022			Thursday
Last date of receipt of the completed Tender Forms and other
specified including physical Equity Share certificates by the			April 09, 2022			Saturday
Registrar
Last date of verification of Tender Forms by the Registrar			April 13, 2022			Wednesday
Last date of intimation regarding acceptance / non- acceptance of			April 18, 2022			Monday
tendered Equity Shares by the Registrar
Last date of settlement of bids on the Stock Exchange			April 19, 2022			Tuesday
Last date of dispatch of share certificate(s) by RTA/ payment to
shareholders/ return of unaccepted demat shares by Stock			April 19, 2022			Tuesday
Exchanges to Shareholder Broker/ Eligible Shareholders
Last date of extinguishment of Equity Shares			April 26, 2022			Tuesday

Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.

2. DEFINITION OF KEY TERMS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, 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.

The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the Buyback Regulations, the Companies Act, 2013, the Depositories Act, and the rules and regulations made thereunder.

Term				Description
Acceptance				Acceptance of fully paid-up Equity Shares, tendered by Eligible Shareholders
				in the Buyback Offer
Act / Companies Act			The Companies Act, 2013 as amended from time to time and the rules and
				regulations made thereunder and to the extent applicable.
Acquisition Window			The facility for acquisition of Equity Shares through mechanism provided by
				the Designated Stock Exchange in the form of a separate window in
				accordance with the SEBI Circulars
Additional	Shares	/		Equity Shares tendered by Eligible Shareholders over and above their
Additional Equity Shares		respective Buy-back Entitlement and such that total number of Equity Shares
				tendered does not exceed the Equity Shares held on the Record Date by such
				Eligible Shareholders
Articles/ AOA				Articles of Association of the Company
Board Meeting				Meeting of the Board of Directors held on February 07, 2022 approving the
				proposal for the Buyback Offer
Board/ Board	of Directors/		Board of directors of the Company (which term shall, unless repugnant to the
Director(s)				context or meaning thereof, be deemed to include a duly authorized
				"Committee‟ thereof)
BSE				BSE Limited
Buyback/	Buyback		Buyback of not exceeding 22,36,000 (Twenty Two Lakh Thirty Six Thousand)
Offer/Offer/ Buyback	Offer		Equity Shares at a price of ₹ 805/- (Rupees Eight Hundred Five only) per
Size				Equity Share for an aggregate consideration not exceeding ₹ 1,79,99,80,000/-
				(Rupees One Hundred Seventy Nine Crore Ninety Nine Lakh Eighty Thousand
				only), on a proportionate basis, from the Eligible Shareholders, as on Record
				Date by way of a tender offer through the stock exchange mechanism in terms
				of the Buyback Regulations read with SEBI Circulars.
Buyback Closing Date			Thursday, April 07, 2022
Buyback	Committee/		The Buyback Committee of the Board constituted and authorized for the
			3

Term			Description
Committee			purposes of the Buyback by way of a resolution of the Board dated
			February 07, 2022.
Buyback Entitlement		The number of Equity Shares that an Eligible Shareholder is entitled to tender
			in the Buyback Offer, based on the number of Equity Shares held by such
			Eligible Shareholder on the Record Date and the ratio/percentage of Buyback
			applicable in the category to which such Eligible Shareholder belongs
Buyback Opening Date		Friday, March 25, 2022
Buyback Regulations		Securities and Exchange Board of India (Buy-Back of Securities) Regulations,
			2018 as amended from time to time
CDSL			Central Depository Services (India) Limited
CIN			Corporate Identification Number
Clearing Corporation / ICCL		Indian Clearing Corporation Limited
Company/K.P.R. Mill/ "we"		K.P.R. Mill Limited, unless the context states otherwise
Companies Act, 1956		The Companies Act, 1956, as amended (to the extent applicable)
Companies Act, 2013		The Companies Act, 2013, as amended
Company‟s Broker		IDBI Capital Markets & Securities Limited
Demat Share(s)		Equity Share(s) of the Company in dematerialised form
Depositories			Collectively, NSDL and CDSL
Designated Stock Exchange		The designated stock exchange for the Buyback being, BSE
DIN			Director Identification Number
Draft Letter of Offer/ Offer		The Draft Letter of Offer dated February 16, 2022 filed with SEBI through the
Document/ DLoF		Manager to the Buyback Offer, containing disclosures in relation to the
			Buyback as specified in Schedule III of the Buyback Regulations
DP			Depository Participant
DTAA			Double Taxation Avoidance Agreement
Eligible Equity Shares		Eligible Equity Shares means the lower of:
			(i) Total number of Equity Shares held by an Eligible Shareholder as on the
			Record Date; or
			(ii) Total number of Equity Shares tendered by an Eligible Shareholder.
Equity Shares/ Shares		Fully paid-up equity shares of face value ₹ 1 each of the Company
Equity	Shareholders/		Holders of the Equity Shares of the Company and includes beneficial owner(s)
Shareholders		thereof
Eligible Shareholder(s)		All shareholders / beneficial owner(s) of Equity Shares of the Company as on
			Record Date i.e. Saturday, February 19, 2022.
Escrow Account		The escrow account titled "K.P.R. Mill Limited Escrow Account for Buy-back
			of shares 2022" opened with the Escrow Agent in terms of the Escrow
			Agreement
Escrow Agent		IDBI Bank Limited
Escrow Agreement		The escrow agreement dated February 28, 2022 to be entered into between the
			Company, Escrow Agent and the IDBI Capital Markets & Securities Limited
FDI			Foreign Direct Investment
FEMA			Foreign Exchange Management Act, 1999, as amended
FII(s)			Foreign Institutional Investor(s)
FPI(s)			Foreign Portfolio Investor(s)
Form / Tender Form		Form of Acceptance-cum-Acknowledgement to be filled in by the Eligible
			Shareholders to participate in the Buyback
Financial Year/Fiscal/FY		Period of 12 months ended March 31 of that particular year
FVCI			Foreign Venture Capital Investors (as defined under the Securities and
			Exchange Board of India (Foreign Venture Capital Investors) Regulations,
			2000) registered with the SEBI
GoI			Government of India
HUF			Hindu Undivided Family
Income Tax Act		The Income Tax Act, 1961, as amended
IND AS			Indian Accounting Standards
Letter of Offer		This Letter of Offer dated March 15, 2022 to be filed with SEBI containing
			disclosures in relation to the Buyback as specified in the Buyback Regulations,
			including comments received from SEBI on the Draft Letter of Offer
LTCG			Long-term Capital Gains
Ltd.			Limited
Manager /	Manager to the		IDBI Capital Markets & Securities Limited
		4