Rungta Irrigation : Letter of Offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated: November 23, 2022

For Eligible Equity Shareholders only

RUNGTA IRRIGATION LIMITED

Rungta Irrigation Limited ("Company or Issuer") was originally incorporated as "Jindal Irrigation Private Limited‟ on April 17, 1986 as a private limited company under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana (ROC), subsequently name of the company was changed to Rungta Irrigation Limited on April 04 1994. Shareholders of the Company passed special resolution at extra-ordinary general meeting held on May 09, 1994 by deleting the restriction clause under section (3)(1)(iii) of the Companies act 1956 in the article of association of the Company and such Company become public Company within the meaning of section 3(1)(iv) of Companies Act, 1956. For details of change in the name of our Company and Registered Office of our Company, see "Our History and Certain Corporate Matters" on page 74 of this Letter of Offer.

Registered Office: 101 Pragati Towers Rajendra Place, New Delhi-110008, India

Tel: [phone]

Contact Person: Mrs. Ayushi Vijay, Company Secretary and Compliance Officer, E-mail:[e-mail];

Website: www.rungtairrigation.in

Corporate Identification Number: L74899DL1986PLC023934

OUR PROMOTERS- MAHABIR PRASAD RUNGTA, PRIYA RUNGTA, SHRUTI RUNGTA, URMILA RUNGTA FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF RUNGTA IRRIGATION LIMITED (THE "COMPANY" OR THE"ISSUER") ONLY

ISSUE OF UPTO 1,10,70,125 EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 11 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 1 PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 1217.71 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1.25 RIGHTS EQUITY SHARE FOR EVERY 01 (ONE) FULLY PAID UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON NOVEMBER 11, 2022 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 1.1 TIMES THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 135 OF THIS LETTER OF OFFER.

Payment Method

Amount Payable per Rights Equity Share	Face value (₹)	Premium (₹)	Total
i.e. Issue Price
On Application	3.00	0.00	3.00
On First Call	4.00	0.00	4.00
On Second Call	3.00	1.00	4.00

*For details on the payment method, please refer to the chapter titled "Terms of the Issue" on page 135 of this Letter of Offer.

GENERAL RISKS

Investments 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 of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of our Company and the offer, including the risks involved. The Rights Equity Shares 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 the contents of this Letter of Offer. Specific attention of the investors is invited to the section titled "Risk Factors" on page 21 of this Letter of Offer.

OUR COMPANY'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 this 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 are listed on Bombay Stock Exchange of India Limited (hereinafter referred as BSE or the Stock Exchange). Our Company has received "in- principle approvals" from the BSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters even dated August 10, 2022. For the purpose of this Issue, the Designated Stock Exchange is BSE.

REGISTRAR TO THE ISSUE

Beetal Financial & Computer Services Pvt Ltd

SEBI Regn. No.: INR000000262

Beetal House, 3rd Floor, 99, Madangir, Behind

LSC, New Delhi - 110062

Tel.: [phone]

Fax: [phone]

E-mail: [e-mail],

Investor Grievance e-mail id: [e-mail]

Website: www.beetalfinancial.com

Contact Person: Mr. Punit Mittal

ISSUE SCHEDULE

ISSUE OPEN ON	LAST DATE OF MARKET RENUNCIATION	ISSUE CLOSE ON
December 09, 2022	December 12, 2022	December 15, 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.

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TABLE OF CONTENTS
SECTION I - GENERAL .................................................................................................................................................	4
DEFINITIONS AND ABBREVIATIONS..........................................................................................................................	4
NOTICE TO INVESTORS ...............................................................................................................................................	12
PRESENTATION ON FINANCIAL INFORMATION………………………………………………………………….14
FORWARD LOOKING STATEMENTS .........................................................................................................................	16
SECTION II - SUMMARY OF LETTER OF OFFER.................................................................................................	18
SECTION III- RISK FACTORS ...................................................................................................................................	21
SECTION IV- INTRODUCTION..................................................................................................................................	42
THE ISSUE .......................................................................................................................................................................	42
GENERAL INFORMATION............................................................................................................................................	44
CAPITAL STRUCTURE ..................................................................................................................................................	49
OBJECTS OF THE ISSUE ...............................................................................................................................................	51
STATEMENT OF TAX BENEFITS.................................................................................................................................	55
SECTION V- ABOUT THE COMPANY......................................................................................................................	58
OUR INDUSTRY..............................................................................................................................................................	58
OUR BUSINESS...............................................................................................................................................................	68
OUR HISTORY AND CERTAIN CORPORATE MATTERS…………………………………………………………..74
OUR MANAGEMENT…………………………………………………………………………………………………..75
SECTION VI- FINANCIAL INFORMATION ............................................................................................................	79
FINANCIAL STATEMENT .............................................................................................................................................	87
ACCOUNTING RATIOS AND STATEMENT OF CAPITALISATION ....................................................................	121
MARKET PRICE INFORMATION------------------------------------------------------------------------------------------------	122
SECTION VII - LEGAL AND OTHER INFORMATION........................................................................................	123
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ...................................................................	123
GOVERNMENT AND OTHER APPROVALS .............................................................................................................	127
MATERIAL DEVELOPMENTS……………………………………………………………………………………….128
OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................................................................	129
SECTION VIII - ISSUE INFORMATION.................................................................................................................	135
TERMS OF THE ISSUE .................................................................................................................................................	135
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES..................................................................	159
SECTION IX - OTHER INFORMATION..................................................................................................................	160
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................	160
DECLARATION.............................................................................................................................................................	161

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This 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 capitalized terms used in this 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 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.

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 Rungta Irrigation 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 chapter titled "Our Industry", "Statement of Tax Benefits", "Financial Statements", "Outstanding Litigations and Material Developments" and "Terms of the Issue" on pages 58, 55, 87, 123 and 135 respectively of this Letter of Offer, shall have the meaning given to such terms in such sections.

Company Related Terms

	Term		Description
	"Company", "our		Rungta Irrigation Limited, a public limited company incorporated under the Companies Act,
	Company", "the		1956, having its registered office at 101 Pragati Towers Rajendra Place New Delhi-110008,
	Company", "the Issuer"		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 prepared for the year ended on March 31,
	Financial Statements"		2022 (along with comparatives for the year ended March 31, 2021) which comprises the
			Statements of Assets and Liabilities as at March 31, 2022 and March 31, 2021, the Statement
			of Profit and Loss, including other comprehensive income, the statement of cashflows and the
			statement of changes in equity for the year ended March 31, 2022 and March 31, 2021, and
			notes to the audited financial statements, including a summary of significant accounting policies
			and other explanatory information read along with the report thereon, as notified under the
			Companies Act, 2013, as amended.
	"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. For details, see "Our Management
			beginning on page 75 of this Letter of Offer.
	"Auditor" / "Statutory		The statutory auditor of the Company is Mamraj & Co. having firm registration number is
	Auditor"		006396N
	"Board" / "Board of		Board of Directors of our Company Including duly constituted committee thereof.
	Directors"
	Central Registration		It's an initiative of Ministry of Corporate Affairs (MCA) in Government Process Re-
	Centre (CRC)		engineering (GPR) with the specific objective of providing speedy incorporation related
			services in line with global best practices. For more details please refer
			http://www.mca.gov.in/MinistryV2/central+registration+centre+content+page.html
	"Chief Executive Officer / Mr. Bajrang Kumar Bardia, the Chief Executive Officer of our Company.
	CEO"
	"Chief Financial Officer		Ms. Swati Garg, the Chief Financial Officer of our Company.
	/ CFO"
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Companies Act		The Companies Act, 2013 including provisions of the Companies Act, 1956, to the extent not
		repealed.
"Company Secretary and	Mrs. Ayushi Vijay, the Company Secretary and the Compliance Officer of our Company.
Compliance Officer"
"Depositories Act"	The Depositories Act, 1996, as amended from time to time.
"Director(s)"		The Director(s) on the Board of our Company, unless otherwise specified.
"Equity		Persons holding equity shares of our Company.
Shareholder/Shareholder"
"Equity Shares"		Equity shares of our Company of face value of ₹ 10 each.
"Executive Directors"	Executive Directors of our Company.
"Independent		Independent Directors on the Board and eligible to be appointed as an Independent Director
Director(s)"		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 75
		of this Letter of Offer.
"ISIN"		International Securities Identification Number being INE347C01013.
"HUF"		Hindu Undivided Family.
"Indian GAAP"		Generally Accepted Accounting Principles in India.
"Key Management	The officer vested with executive power and the officers at the level immediately below the
Personnel" / "KMP"	Board of Directors as described in the chapter titled "Our Management" on page 75 of this
		Letter of Offer
"Materiality Policy"	Policy on Determination and Disclosure of Materiality of Events and Information and Web
		Archival Policy' adopted by our Board in accordance with the requirements under Regulation
		30 of the SEBI (LODR) Regulations, read with the 'Policy on Determination of Materiality of
		Litigation' revised and adopted by the Board for the purpose of litigation disclosures in this
		Letter of Offer.
"Memorandum of	Memorandum of Association of our Company, as amended from time to time.
Association" / "MOA"
"Non Residents"		A person resident outside India, as defined under FEMA.
"Nomination	and	The committee of the Board of directors reconstituted as our Company's Nomination and
Remuneration		Remuneration Committee in accordance with Regulation 19 of the SEBI Listing Regulations
Committee"		and Section 178 of the Companies Act, 2013. For details, see "Our Management" beginning on
		page 75 of this Letter of Offer.
"Non-executive		Non-executive Directors of our Company.
Directors"
"NRIs / Non	Resident	A person outside India, as defined under FEMA and who is a citizen of India or a Person of
Indians"		Indian Origin under Foreign Exchange Management (Transfer or Issue of Security by a Person
		Resident Outside India) Regulations, 2000.
"Promoter"		The Promoters of our company namely Shri. Mahabir Prasad Rungta, Ms. Priya Rungta, Ms.
		Shruti Rungta, Ms. Urmila Rungta.
"Promoter Group"	The companies, individuals and entities (other than companies) as defined under Regulation
		2(1) (pp) of the SEBI (ICDR) Regulations, 2018,
"Registered Office"	The registered office of our Company located at 101 Pragati Towers Rajendra Place New Delhi-
		110008, India.
"Registrar of		Registrar of Companies, Delhi situated at 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi
Companies"/ "RoC"	- 110019.
SEBI		Securities and Exchange Board of India, constituted under the SEBI Act, 1992.
SEBI Act		Securities and Exchange Board of India Act 1992, as amended from time to time.
SEBI (ICDR)		SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
Regulations
SEBI (LODR)		SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
Regulations/ SEBI
Listing Regulations
SEBI (Takeover)		SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and 2011, as
Regulations or SEBI	amended from time to time.
(SAST) Regulations
Stock Exchange		Unless the context requires otherwise, refers to, the BSE Limited.
"Rights Issue Committee"	The committee constituted in the Board meeting dated May 23, 2022 for finalizing the term of
/ "FundRaising		the Issue and take all appropriate decision and steps as it maydeem fit in relation to the Issue, in
Committee"		accordance with the applicable provisions of the Listing Regulations and the Companies Act,
		2013.
"Stakeholders'		The committee of the Board of Directors constituted as our Company's Stakeholders'
Relationship Committee"	Relationship Committee in accordance with Regulation 20 of the SEBI Listing Regulations, as
		amended and Companies Act, 2013. For details, see "Our Management" beginning on page 75
		of this Letter of Offer.
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